Membership Agreement with PACE and Green Corridor Project 201.G- Z9`W5®
MEMBERSHIP AGREEMENT BETWEEN THE GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY (PACE) DISTRICT AND THE CITY OF MIAMI
BEACH
This Membership Agreement (the "Membership Agreement") is entered into thiscC)day
of C vc. , 2016 by and between the Green Corridor Property Assessment Clean Energy
("PACE") District, a public body corporate and politic (the "Green Corridor"), and the City of
Miami Beach ("City"), Florida, a Florida Municipal Corporation (collectively, the "Parties") for
the purpose of providing a PACE program within the jurisdiction of the City of Miami Beach.
RECITALS
WHEREAS, on August 6, 2012, the Green Corridor was created as a separate legal
entity pursuant to Section 163.01(7), Florida Statutes, to finance qualifying improvements in
accordance with Section 163.08, Florida Statutes; and
WHEREAS, on June 8, 2016, the City of Miami Beach adopted Resolution 2OIb-2(V1Sc)
agreeing to join the Green Corridor as a non-voting member in order to finance qualifying
improvements in the City in accordance with Section 163.08, Florida Statutes; and
WHEREAS, the Parties have determined that entering into this Membership Agreement
is in the best interest and welfare of the property owners within the Green Corridor and the City.
NOW, THEREFORE, in consideration of the terms and conditions, promises and
covenants hereinafter set forth, the Parties agree as follows:
1. Recitals Incorporated. The above recitals are true and correct and incorporated
herein.
2. Purpose. The purpose of this Membership Agreement is to facilitate the financing
of qualifying improvements for property owners within the City in accordance
with Section 163.08, Florida Statutes, by virtue of the City's joining the Green
Corridor as a non-voting member and utilizing the Green Corridor's existing
program (the "Program").
3. Qualifying Improvements. The City shall allow the Green Corridor to provide
financing of qualifying improvements, as defined in Section 163.08, Florida
Statutes, on properties within the City.
4. Non-Exclusive. The Green Corridor Program is non-exclusive, meaning City
specifically reserves the right to join any other entity providing a similar program
under Section 163.08, Florida Statutes, or create its own program under Section
163.08, Florida Statutes.
5. Prom-am Guidelines: The Parties agree that, unless the City desires to implement
its own local program guidelines as described below, the Program to be offered in
the City will be wholly governed by the Green Corridor's Program Guidelines. If
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sixty (60) day's written notice to the Green Corridor. Any such local program
guidelines can be amended and changed only by the authorized designee of the
City. These local program guidelines shall be consistent with the Green Corridor's
guidelines. The City may adopt more restrictive guidelines than that of the Green
Corridor. However, if there is a conflict between the Green Corridor's guidelines
and the City's guidelines, the Green Corridor's guidelines shall control.
6. Boundaries. Pursuant to this Membership Agreement, the boundaries of the Green
Corridor shall include the legal bouncaries of the City, which boundaries may be
limited, expanded, or more specifically designated from time to time by the City_
by providing written notice to the Green Corridor. As contemplated in the
Interlocal Agreement (as defined in Section 8) and as supplemented by this
Membership Agreement, the Green Corridor will, on a non-exclusive basis, levy
voluntary non ad valorem special assessments on the benefitted properties within
the boundaries of the City to help finance the costs of qualifying improvements
for those individual properties. Those properties receiving financing for
qualifying improvements shall be assessed from time to time, in accordance with
Section 163.08, Florida Statutes and other applicable law. Notwithstanding
termination of this Membership Agreement or notice of a change in boundaries by
the City as provided for above, those properties that have received financing for
qualifying improvements shall continue to be a part of the Green Corridor, until
such time that all outstanding debt has been satisfied.
7. Financing, Agreement. The Parties agree that the Green Corridor may enter into a
financing agreement, pursuant to Section 163.08, Florida Statutes, with property
owner(s) within the City who obtain financing through the Green Corridor.
8. Amended and Restated Interlocal Ag,re:ement. The Parties agree that the City
shall be subject to all terms, covenants, and conditions of the Amended and
Restated Interlocal Agreement recorder in the Official Records of Miami-Dade
County at Official Records Book 28217, Page 0312, which created the Green
Corridor (the "Interlocal Agreement"). In the event of any conflict between the
Interlocal Agreement and this Membership Agreement, this Membership
Agreement shall control the rights and obligations of the City.
9. Responsibilities of the Green Corridor: Indemnification. The Green Corridor
shall be solely responsible for all matters associated with origination, funding,
financing and administration of each of the Green Corridor's authorized non-ad
valorem assessments, including responding to any complaints or inquiries by
participants, tax certificate holders, lenders or others relating to the Program's
special assessments, the Program's financing agreements, the Program's
qualifying improvements, or any other aspect of the Program. The Parties
understand that indemnification of the Green Corridor members is provided for in
Section 16 of the Interlocal Agreement, and that such provisions shall apply to the
City.
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10. Agreements with Tax Collector, Property Appraiser and Municipalities. The
Green Corridor acknowledges that the City has no authority to bind the County
Tax Collector and the County Property Appraiser, and the Green Corridor will be
required to enter into separate agreement(s) with the County Tax Collector and/or
the County Property Appraiser, which shall establish the fees (if any) to be
charged by the Tax Collector and Property Appraiser for the collection or
handling of the Program's special assessments.]
11. Resale or Refinancing of a Property. The Green Corridor recognizes that some
lenders may require full repayment of the Program's special assessments upon
resale or refinancing of a property subject to the Program's special assessments.
The Green Corridor agrees to provide written disclosure of this matter to all City
property owners that may utilize the Program.
12. Term. This Membership Agreement shall remain in full force and effect from the
date of its execution by both Parties. Any Party may terminate this Membership
Agreement upon ninety(90) days prior written notice.
13. Consent. This Membership Agreement and any required resolution or ordinance
of an individual Party shall be considered the City's consent to joining the Green
Corridor and participation therein, as required by Section 163.08, Florida Statutes.
14. Voting Rights. The Parties agree that the City shall be a non-voting member of
the Green Corridor for the term of this Membership Agreement.
15. Notices. Any notices to be given hereunder shall be in writing and shall be
deemed to have been given if sent by hand delivery, recognized overnight courier
(such as Federal Express), or by written certified U.S. mail, with return receipt
requested, addressed to the Party for whom it is intended, at the place specified.
For the present, the Parties designate the following as the respective places for
notice purposes:
If to Green Corridor:
Paul Winkeljohn, Executive Director
Green Corridor
5385 Nob Hill Rd.
Sunrise, FL 33351
If to the City of Miami Beach:
Jimmy Morales, City Manager
1700 Convention Center Drive—4th Floor
Miami Beach, FL 33139
With a Copy to:
Raul Aguila, City Attorney
1700 Convention Center Drive—4th Floor
Miami Beach, FL 33139
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16. Amendments. It is further agreed that no modification, amendment or alteration
in the terms or conditions herein shall be effective unless contained in a written
document executed by the Parties hereto.
17. Joint Effort. The preparation of this Membership Agreement has been a joint
effort of the Parties hereto and the resulting document shall not, solely as a matter
of judicial construction, be construed more severely against one of the Parties
than the other. - - -
18. Merger. This Membership Agreement incorporates and includes all prior
negotiations, correspondence, agreements, or understandings applicable to the
matters contained herein; and the Parties agree that there are no commitments,
agreements, or understandings concerning the subject matter of this Membership
Agreement that are not contained in this document. Accordingly, the Parties
agree that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written. It is further agreed that no
change, amendment, alteration, or modification in the terms and conditions
contained herein shall be effective unless contained in a written document,
executed with the same formality, and of equal dignity herewith by all Parties to
this Membership Agreement.
19. Assignment. The respective obligations of the Parties set forth in this
Membership Agreement shall not be assigned, in whole or in part, without the
written consent of the other Party hereto.
20. Records. The Parties shall each maintain their own respective records and
documents associated with this Membership Agreement in accordance with the
requirements for records retention set forth in Chapter 119, Florida Statutes.
21. No Third Party Beneficiaries. It is the intent and agreement of the Parties that this
Agreement is solely for the benefit of the Parties and no person not a party hereto
shall have any rights or privileges hereunder.
22. Severability. In the event a portion of this Membership Agreement is found by a
court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective.
23. Venue. The exclusive venue of any legal or equitable action against the City that
arises out of or relates to this Membership Agreement shall be the appropriate
state court in Miami-Dade County.
24. Effective Date. This Membership Agreement shall become effective upon the
execution by the Parties hereto.
[signature page follows]
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IN WITNESS WHEREO , the Parties hereto have made and executed this Membership
Agreement on this 3 CS day of cArr�c , 20 I�
ATTEST: GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY
(PACE) ) TRICT
By: 1 By: G:.A.1S
D..trict Secretary ' Exe'utive Director
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
By: gefft,
Weiss = o a H,lfinan Cole &
Bierman, P.L., District Attorney
ATTEST: CITY OF MIAMI BE CH, FLORIDA
M� 8e4,�
lerk G ''�""'� = i'��`� Mor.,es, City Manager
0 INCORF ORATED * 1
APPROVED AS TO FO
AND LEGAL SUFFICIEN4 261'�,
OZ'By: \_ (� � ((1
Raul Aguila, City Attorney
[SIGNATURE PAGE TO MEMBERSHIP AGREEMENT]
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