2016-29592 Reso RESOLUTION: 2016-29592
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE
CITY TO JOIN THE RENEWPACE PROGRAM AS PART OF
THE PROPERTY ASSESSED CLEAN ENERGY PROGRAM IN
ACCORDANCE WITH SECTION 163.08, FLORIDA STATUTES;
AND AUTHORIZING THE CITY MANAGER TO EXECUTE A
NON-EXCLUSIVE MEMBERSHIP AGREEMENT BETWEEN
THE CITY AND THE FLORIDA GREEN FINANCE AUTHORITY
FOR ADMINISTRATION OF THE RENEWPACE PROGRAM, IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT "A."
WHEREAS, in 2010, the Florida Legislature adopted HB 7179, which was codified at
Section 163.08, Florida Statutes, which allows local governments to create Property Assessed
Clean Energy (PACE) programs in order to provide the upfront financing for energy
conservation and efficiency (i.e. energy-efficient heating, cooling, or ventilation systems),
renewable energy (i.e. solar panels), wind resistance (i.e. impact resistant windows) and other
improvements that are not inconsistent with state law (the "Qualifying Improvements"); and
WHEREAS, PACE programs not only assist residents and business owners in reducing
their carbon footprint and energy costs, but also stimulate the local economy by the creation of
needed construction jobs; and
WHEREAS, Section 163.08, Florida Statutes, authorizes local governments that create
PACE programs to enter into a partnership in order to provide more affordable financing for the
installation of the Qualifying Improvements; and
WHEREAS, given the wide spread energy and economic benefits of PACE programs,
the Commission desires to join the RenewPACE program in order to provide the upfront
financing to property owners for Qualifying Improvements and to enter into a non-exclusive
membership agreement with the Florida Green Finance Authority for the purpose of financing
such improvements; and
WHEREAS, the Commission finds that this Resolution is in the best interest and welfare
of the residents of the City of Miami Beach to join the RenewPACE program; and
WHEREAS, the Mayor and City Commission approve a non-exclusive membership
agreement between the City and the Florida Green Finance Authority in substantially the form
attached hereto as Exhibit "A," (the "Membership Agreement").
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City
Commission hereby authorize the City to join the RenewPACE program in accordance with
Section 163.08, Florida Statutes; and authorize the City Manager to execute a non-exclusive
membership agreement between the City and the Florida Green Finance Authority, in
substantially the form attached hereto as Exhibit"A."
PASSED AND ADOPTED this I? day of aChber , 2016.
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2 RES.NO. 16-
Resolutions - C7 B
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: October 19, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA,AUTHORIZING THE CITY TO JOIN THE RENEWPACE
PROGRAM AS PART OF THE PROPERTY ASSESSED CLEAN ENERGY
PROGRAM IN ACCORDANCE WITH SECTION 163.08, FLORIDA STATUTES;
AND AUTHORIZING THE CITY MANAGER TO EXECUTE A NON-EXCLUSIVE
MEMBERSHIP AGREEMENT BETWEEN THE CITY AND THE FLORIDA GREEN
FINANCE AUTHORITY FOR ADMINISTRATION OF THE RENEWPACE
PROGRAM, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT
RECOMMENDATION
The following is presented to the members of the Mayor and City Commission for discussion and
further direction. The Administration recommends that the Mayor and City Commission adopt the
Resolution and Non-Exclusive Membership Agreement.
ANALYSIS
On March 9, 2016, Commissioner Kristen Rosen Gonzalez referred a discussion to the
Sustainabilty and Resiliency Committee regarding the reevaluation of a Property Assessed
Clean Energy (PACE) program. At the Sustainability and Resiliency Committee meeting on
March 30, 2016, the Committee referred a discussion to the Mayor and City Commission
regarding the reevaluation of a Property Assessed Clean Energy (PACE) Program, with the
recommendation to move forward with multiple providers to give property owners more options.
On June 8, 2016, the City Commission adopted a Resolution to create a PACE program and
authorized the City to join the Energy Green Corridor Program and the Non-Exclusive Interlocal
Subscription Agreement with the Florida Pace Funding Agency.
During the 2010 session, the Florida Legislature adopted HB 7179 (Section 163.08, F.S.),
which allows local governments to create PACE programs in order to provide the upfront
financing for energy conservation and efficiency (ex: energy-efficient heating, cooling, or
ventilation systems), renewable energy (ex: solar panels), wind resistance (ex: impact resistant
windows) and other improvements that are not inconsistent with state law.
The PACE model is an innovative mechanism for financing energy efficiency and renewable
Page 490 of 1614
energy improvements on private property. PACE programs allow local governments, state
governments, or other inter-jurisdictional authorities, when authorized by state law, to fund the
up-front cost of energy improvements on commercial and residential properties, which are paid
back over time by the property owners. The recent extension of this financing model to energy
efficiency and renewable energy allows a property owner to implement improvements without a
large or even any up-front cash payment.
In order for City residents to benefit from a PACE program, the City must establish a program or
join a special district through adoption of a resolution and/or execution of an interlocal
agreement. The City has recently joined two programs that have been established in the South
Florida area and operated by third party administrators and is currently looking at adding a third
program, to provide one more alternative to the community.
The RenewPACE Program was created and approved by the Florida Green Finance Authority
and its partnering local government members. Renew Financial, LLC, and its affiliates
administer the Program and manage daily activities. Renew Financial provides PACE financing
for over more than 80% of the State of California and 14% in Florida. The RenewPACE program
currently has fifty (50) member jurisdictions including twenty-three (23) in Broward and Miami-
Dade counties. Any municipality or local government in Florida can join by interlocal agreement
to scale the consortium.
City staff evaluated the RenewPACE program, and recommends that the City joins the program.
By joining it, the City will have an additional program to make PACE funding available to its
residential and business community. It should be noted that the City is not excluded from
participating in the other existing PACE programs using a similar mechanism to enroll. It is
recommended that other PACE providers be evaluated again in the future as they become more
established in the region.
CONCLUSION
The following is presented to the members of the Mayor and City Commission for discussion
and further direction. The Administration recommends that the Mayor and City Commission
Y Y
adopt the Resolution and Non-Exclusive Membership Agreement.
Legislative Tracking
Environment and Sustainability
ATTACHMENTS:
Description
o Renew PACE Reso
Page 491 of 1614
Party Membership Agreement
To The Florida Green Finance Authority
WHEREAS, Section 163.01, F.S., the "Florida Interlocal Cooperation Act of 1969,"
authorizes local government units to enter into interlocal agreements for their mutual benefit; and
WHEREAS, the Town of Lantana, Florida, a Florida municipal corporation ("Lantana")
and the Town of Mangonia Park, Florida, a Florida municipal corporation, ("Mangonia Park")
entered into an Interlocal Agreement, dated June 11, 2012, as first amended on August 11, 2014
and second amended April 7, 2016 with document execution May 9, 2016, establishing the Florida
Green Finance Authority as a means of implementing and financing a qualifying improvements
program for energy and water conservation and efficiency, renewable energy and wind-resistance
improvements, and to provide additional services consistent with law; and
WHEREAS, the City of Miami Beach desires to become a member of the Florida Green
Finance Authority in order to facilitate the financing of qualifying improvements for properties
located within the City of Miami Beach.
NOW, THEREFORE, it is agreed as follows:
1. The Interlocal Agreement between the Florida Green Finance Authority, the Town of
Lantana and the Town of Mangonia Park, entered into on June 11,2012 and as amended on August
11, 2014 and April 7, 2016 (the "Interlocal Agreement"), for the purpose of facilitating the
financing of qualifying improvements for properties located within the Authority's jurisdiction via
the levy and collection of voluntary non-ad valorem assessments on improved property, is hereby
supplemented and amended on the date last signed below by this Party Membership Agreement,
which is hereby fully incorporated into the Interlocal Agreement, to include the City of Miami
Beach.
2. The Florida Green Finance Authority, together with its member Parties, and the City of
Miami Beach, with the intent to be bound thereto,hereby agree that the City of Miami Beach shall
become a Party to the Interlocal Agreement together with all of the rights and obligations of Parties
to the Interlocal Agreement.
3. The Service Area of the Florida Green Finance Authority shall include the legal boundaries
of the City of Miami Beach,as the same may be more specifically designated by the City of Miami
Beach or amended from time to time.
4. The City of Miami Beach designates the following as the respective place for any notices
to be given pursuant to the Interlocal Agreement Section 27:
City of Miami Beach: Attn: City Clerk, Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
With a copy to: City Attorney, Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
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Page 494 of 1614
5. This Party Membership Agreement shall be filed by the Authority with the Clerk of the
Court in the Public Records of the City of Miami Beach and recorded in the public records of
Miami-Dade County as an amendment to the Interlocal Agreement, in accordance with Section
163.01(1 1), Florida Statutes.
IN WITNESS WHEREOF, the Parties hereto subscribe their names to this Interlocal
Agreement by their duly authorized officers.
ATTEST: The Florida Green Finance Authority, a separate
legal entity established pursuant to Section 163.01(7),
Florida Statutes
•
By: 7rtsidi By:ecretary of the Authority Chair of the Authority
/ �s
Approved by Authority Attorney /
as to form and legal sufficiency j
Authonty Attorney
ATTEST: CITY OF MIAMI BEACH, through its
CITY COMISSION
By:
City Clerk Chair
Clerk of the City Commission of
Miami Beach, Florida
day of , 20 .
Approved as to form by:
Miami Beach City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
By: Q I °I\•c°1 l c
NAME (Date)
City Attorney eV
2
Page 495 of 1614
1221 BROADWAY,4TH FLOOR,OAKLAND,CA 94612 I?Haut 510-451.7900
RENEWABLE
FUNDING
Florida Green Finance Authority
Attention: Board Chair
500 Greynolds Circle
Lantana, Florida 33462
March 14 2016
Re:Consent to Assignment of Administration Services Agreement
Dear Florida Green Finance Authority,
Reference Is hereby made to that certain Amended and Restated Florida Green Energy Works Program
Administration Services Agreement,effective as of June 1,2015(as may have been thereafter amended
or supplemented,the"Administrative Services Agreement"),between Florida Green Energy Finance
Authority(the"Authority")and EcoCity Partners,LLC("EcoCity").Defined terms used herein but not
defined shall have the meanings set forth in the Administrative Services Agreement.
As you are aware,EcoCity was acquired by an affiliate of Renewable Funding LLC("Renew") in
September 2015.In connection with the integration of EcoCity's business into Renew,Renew desires to
assume the Administrative Services Agreement and all of EcoCity's rights and obligations thereunder.As
required by Section 9(g)of the Administrative Services Agreement,we hereby request the Authority's
consent to such assignment and assumption(the"Assignment"). Additionally,we request an
acknowledgement that the Services will hereafter be performed by Renew and Its affiliates,in
accordance with the requirements of the Administrative Services Agreement.
Sincerely,
RENEWABLE FUNDING LLC
B : ��%�_
Y
ame: ancisco DeVries
Title:CEO
The undersigned hereby consents to the Assignment and acknowledges Renew as Administrator.
FLORIDA GREEN FINANCE AUTHORITY
By: -#�--'� f�.��� ��-�✓
Name: baJ,CX tit i tt 4
/9
Title: lal f
Page 496 of 1614
SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT
FORMING THE FLORIDA GREEN FINANCE AUTHORITY
This Interlocal Agreement (the "Agreement") is entered into between the Town of
Lantana. Florida, a Florida municipal corporation ("Lantana") the Town of Mangonia Park,
Florida, a Florida municipal corporation, ("Mangonia Park") (together the "Originating Parties")
and those additional cities and counties that have and hereafter execute a Party Membership
Agreement as defined herein, (the "Additional Parties") and that altogether comprise the Florida
Green Finance Authority (the "Authority").
RECITALS
WHEREAS, Section 163.01, F.S., the "Florida Interlocal Cooperation Act of 1969,"
authorizes local government units to enter into interlocal agreements for their mutual benefit; and
WHEREAS, Lantana and Mangonia Park with the Additional Parties desire to enter into
this Inter local Agreement in order to establish the Florida Green Finance Authority as a means of
implementing and financing a qualifying improvements program for energy conservation and
efficiency improvements, and to provide additional services consistent with law; and
WHEREAS, Section 163.08, F.S., provides that a local government may finance
"qualifying improvements," including the type of improvements sought to be provided through
this Agreement, via the levy and collection of voluntary non-ad valorem assessments on
improved property; and
WHEREAS, Sections 170.01, and 170.201, F.S. provide for supplemental and
alternative methods of making local municipal improvements, including the type of"qualifying
improvements"sought to be provided by this Agreement; and
WHEREAS, pursuant to Sections 163.08, 170.01, and 170.201, F.S. and this Agreement,
Lantana has created a "qualifying improvements" program entitled "RenewPACE"; and
WHEREAS, Section 163.01(7), F.S., allows for the creation of a "separate legal or
administrative entity" to carry out the purposes of an interlocal agreement for the mutual benefit
of the governmental units, and provide for parties to the agreement to administer the agreement;
and
WHEREAS, pursuant to Section 163.01(4), F.S. a public agency of this state may
exercise jointly with any other public agency of the state, any power, privilege or authority
which such agencies share in common and which each might exercise separately, and the Parties
to this Agreement have legislative authority over property within their jurisdictional boundaries;
and
WHEREAS, Section 166.021, F.S., authorizes municipalities to exercise any power for
municipal purposes, except when expressly prohibited by law, and Section 125.01 F.S. grants
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Page 497 of 1614
•
counties the power to carry on county government to the extent not inconsistent with general or
special law; and
WHEREAS, Section 163.08, F.S., provides that property retrofitted with energy-related
"qualifying improvements" receives a special benefit from reduced energy consumption, benefits
from the reduced potential for wind damage and assists in the fulfillment of the state's energy
and hurricane mitigation policies; and
WHEREAS, Lantana and Mangonia Park together with the Additional Parties have
determined that it is necessary and appropriate to establish various obligations for future
cooperation between themselves and the Authority related to the financing of qualifying
improvements within the Authority; and
WHEREAS, this Agreement shall be administered pursuant to the terms and conditions
herein; and
WHEREAS, Lantana, Mangonia Park and the Additional Parties have determined that it
shall serve the public interest to enter into this Agreement to make the most efficient use of their
powers by enabling them to cooperate on a basis of mutual advantage to provide for the
financing of qualifying improvements within the Authority.
NOW, THEREFORE, in consideration of the terns and conditions, promises and
covenants hereinafter set forth, the Originating Parties agree as follows: •
Section 1. Recitals Incorporated. The above recitals are true and correct and are
hereby incorporated herein.
Section 2. Purpose. The purpose of this Agreement is to provide the most economic
and efficient means of implementing a financing program for qualifying improvements on
property owners' lands within the Authority's Service Area and to provide additional services
consistent with state law.
Section 3. Creation of the Authority. By execution of this Interlocal Agreement there
is hereby created, pursuant to Section 163.01, F.S. and Section 163.08, F.S., the Florida Green
Finance Authority ("the Authority"), a separate legal entity and public body with all of the
powers and privileges as defined herein.
Section 4. Legal Authority/Consent to Serve the Authority. The Authority shall have
all the powers, privileges and authority as set forth below and as provided by Chapter 163, F.S.,
as necessary to accomplish the purposes set forth in this Agreement. By resolution of the
governing bodies of the Originating Parties and as subsequently resolved by the Additional
Parties, all powers available to the Authority under this Agreement and general law, including
but not limited to, Chapters 125, 163, 166, 170, 189 and 197, F.S. may be implemented by the
Authority within the jurisdictional boundaries of all Parties. The Parties do hereby consent and
agree to levy and collect voluntary non-ad valorem assessments on properties, either individually
or collectively through the Authority as permitted by law, as may be more specifically
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Page 498 of 1614
designated from time-to-time within their respective jurisdictions in accordance with the
purposes of this Agreement and applicable law, to be repaid to the Authority. The Parties may
also delegate the power to the Authority to levy and collect voluntary non-ad valorem
assessments on properties within their jurisdictions as permitted by law. The Authority shall not
act, provide its services or conduct its activities within any Party's jurisdiction without the
execution of this Agreement and passage of a Resolution within that jurisdiction.
Section 5. Definitions.
a. "Additional Parties" includes all cities and counties who execute a Party
Membership Agreement to become part of the Authority.
b. "Authority Board" shall be the governing body of the Authority, comprised of
representatives from all Parties as defined herein.
c. "RenewPACE Program" is the qualifying improvements program authorized by
Section 163.08, F.S., developed by the third party administrator for Lantana and
other Parties who elect to participate.
d. "Interlocal Agreement" or "Agreement" is defined as this Agreement including
any amendments and supplements executed in accordance with the terms herein.
e. "Originating Parties" include the Florida local governments (as defined by
Section 163.08, F.S.) that are the original signatories to this Agreement. These
are the Towns of Lantana and Mangonia Park.
1. "Participating Property Owner" is defined as a property owner whose property
is located within the Service Area of the Authority and has voluntarily acquired
financing from the Authority.
g. "Parties" are any Florida local government (as defined by Section 163.08, F. S.)
having the power to enter into interlocal agreements and which may, subject to
the provisions of this Agreement,join in the efforts and activities provided for by
this Agreement pursuant to Section 163.01, F.S. Any local government joining
these efforts after the initial execution of this Agreement shall be known as an
"Additional Party" or simply a "Party". To become a Party to this Agreement, a
local government shall execute a Party Membership Agreement to the Florida
Green Finance Authority in substantially similar form as the attached Exhibit B
and passage of a Resolution within that jurisdiction.
h. "Qualifying Improvements" are as defined in Section 163.08, F.S. in addition
to any other improvements or services not inconsistent with state law.
i. "Service Area" shall mean the geographic area comprising all of the
jurisdictional boundaries of the Parties, except as such jurisdictional boundaries
may be limited, expanded or more specifically designated, in writing with notice
provided, from time to time by such Party or Parties, within the Florida Green
Finance Authority as that area may be expanded or contracted in accordance with
the provisions of this Agreement and the laws of the State of Florida.
Section 6. Representation on the Authority Board. The Originating Parties, and all
Additional Parties upon joining the Authority through execution of this Agreement, shall be
represented by a member of the Authority Board as provided in Section 10 of this Agreement.
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Page 499 of 1614
•
Section 7. Authority Boundaries and Service Area. The boundaries of the Authority
shall be the legal boundaries of the local governments that are Parties to this Agreement, which
boundaries may be limited, expanded or more specifically designated, in writing with notice
provided, from time to time by a Party. This is also the Authority's Service Area.
Section 8. Role of the Authority. As contemplated in this Agreement, the Authority
will uniformly facilitate and assist the Parties with any necessary actions to levy and collect
voluntary non-ad valorem assessments, or other legally authorized form of collection, on the
benefitted properties within the Authority's Service Area and with securing the repayment of
costs of qualifying improvements for those individual properties participating in the
RenewPACE Program. Upon approval by the Authority of an application by a landowner
desiring to benefit their property, those properties receiving financing for Qualifying
Improvements shall be assessed from time to time, in accordance with the applicable law and/or
financing documents. Notwithstanding a local government's termination of participation within
this Agreement, those properties that have received financing for Qualifying Improvements shall
continue to be a part of the Authority, until such time that all outstanding debt has been satisfied
and the special assessments shall continue to be levied until paid in full for the applicable
benefitted property.
Section 9. Powers of the Authority. The Authority shall exercise any or all of the
powers granted under Sections 163.01, and 163.08, F.S., as well as powers, privileges or
authorities which each local government might exercise separately, as may he amended from
time to time, which include, without limitation, the following:
a. To finance qualifying improvements within the Authority Service Area and to
facilitate additional improvements or services consistent with law; including, but
not limited to, acquiring, constructing, managing, maintaining or operating
buildings, works or improvements;
b. To make and enter into contracts in its own name;
c. To enter into any interloca] agreement as necessary to exercise powers conferred
by law;
d. To appoint committees to assist with implementation of this Agreement;
e. To employ agencies, employees, or consultants;
• f. To acquire, hold, lease or dispose of real or personal property;
g. To borrow money, incur debts, liabilities, or obligations which shall not constitute
the debts, liabilities, or obligations of the Originating Parties or any of the Parties
to this Agreement;
h. To levy and collect assessments, or assist in the levy and collection of
assessments, either as the Authority or on behalf of a Party as permitted by law;
i. To adopt resolutions and policies prescribing the powers, duties, and functions of
the officers of the Authority, the conduct of the business of the Authority, and the
maintenance of records and documents of the Authority;
j. To maintain an office at such place or places as it may designate within the
Service Area of the Authority or within the boundaries of a Party;
k. To cooperate with or contract with other governmental agencies as may be
necessary, convenient, incidental, or proper in connection with any of the powers,
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Page 500 of 1614
•
duties, or purposes authorized by Section 163.08. F.S., and to accept funding from
local and state agencies;
To exercise all powers necessary, convenient, incidental, or proper in connection
with any of the powers, duties, or purposes authorized in Section 163.08, F. S.;
m. To create and adopt any and all necessary operating procedures, policies, manuals
or bylaws;
n. To maintain insurance as the Authority deems appropriate;
o. To apply for, request, receive and accept gifts, grants, or assistance funds from
any lawful source to support any activity authorized under this Agreement; and
p. To exercise any powers or duties necessary to address carbon or renewable energy
credits, or any other similar commodity that may come into existence, for the
public benefits of the program.
Section 10. Authority Board. The Authority shall be governed by a seven (7) member
Board of Directors. Only Parties, through their governing bodies, may appoint representatives to
serve as an Authority Board Director.
a. Initial Board Composition. The Initial Board shall be comprised of one Director
appointed by the governing body of each Originating Party plus five (5) additional
Directors to be appointed by the governing bodies of Additional Parties that join
the Authority pursuant to paragraph b.1) below. Upon expiration of their terms as
set forth in subparagraph c. of this section, the Initial Board seats shall be filled in
the manner set forth below in subparagraph b. of this section.
b. Rules of Appointment. To encourage broad geographical and diverse
jurisdictional representation across the State, the Authority desires Directors from
local governments both large and small, including cities and counties
representative of the diverse participating regions from throughout the State of
Florida. To the extent that their application is practical, in terms of being able to
establish a quorum of Directors to conduct Authority business and in terms of the
actual breadth of the Authority's Party membership at any given time, the
following rules of appointment shall apply to the selection of Directors:
• 1) Geographic Diversity. To the extent that the Authority has party members in
each such boundary area, and to the extent practical, one (1) Director shall be
appointed from among the Parties located within the boundaries of each of the
five (5) water management districts as defined in Chapter 373, F.S.
Additionally, following the expiration of the Initial Board term limit, and to
the extent practical, no more than three Directors from Parties located within
the same water management district boundary should be seated to serve at the
same time.
2) Population Diversity. To the extent practical, the Board shall include one
Director from a Party having a population of 500,000 or more residents. To
the extent practical , the Board shall also include one Director from a Party
having a population of less than 20,000 residents.
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Page 501 of 1614
3) City and County Representation. To the extent practical, the Board shall be
comprised of Directors representing at least three (3) cities and representing at
least three (3) counties.
4) Originating Party Directors: At Large Directors. Each Originating Party is
entitled to a permanent Director seat at all times. In the event that an
Originating Party does not appoint its Director, such seat shall become an "at-
large" seat. The Board may include up to two (2) At Large Directors. When
an at-large Director seat is established and becomes available, any Party that
does not already have a representative on the Board may nominate a
representative to be considered for an At Large Director seat. At Large
Director seats shall each be filled by majority vote of the other five (5)
Directors. When selecting an At Large Director from among the
representative nominees, the Board shall consider the geographic, population,
and county/municipal factors stated in the Rules of Appointment, together
with the Order of Appointment set forth in paragraph b.5) as well as any other
factors that they believe to he relevant in order to achieve and/or maintain
diversity on the Board.
5) Order of Appointment. As Additional Parties join the Authority, their
governing body receives the right (hut not the obligation) to appoint a Board
member on a "first come-first served" basis, within the parameters of
paragraphs b.l) through b.4) above. A Party who has a sitting Director may
substitute that Director for another one from that local government jurisdiction
any time upon notification to the Authority to serve out the remainder of a
term. Each Party's right resets either after expiration of their Board Term, or
after the Party is given the option of appointing a representative to the Board
and chooses not to do so except for the Originating Party Directors as
specified in paragraph b.4)..
6) Expertise of Directors. Parties shall strive to appoint Directors with expertise
in finance, administration and/or special assessments.
c. Director Term Limits. All Board of Director terms shall be three (3) years.
However, in the event that successor Directors are not appointed to serve pursuant
to the parameters of paragraphs b.l) through b.4) above, then the term limited
Director may serve additional terms until a successor is appointed at the end of
any such additional term.
d. Officers. The Board shall be governed by a Chair, a Vice Chair, a Secretary and a
Treasurer. The Chair shall preside at meetings of the Authority, and shall be
recognized as head of the Authority for service of process, execution of contracts
and other documents as approved by the Authority. The Vice Chair shall act as
Chair during the absence or disability of the Chair. The Secretary, which officer
role may be delegated to a member of Staff, shall keep all meeting minutes and a .
record of all proceedings and acts of the Board and shall be responsible for
ensuring that Board meeting minutes are distributed to all Directors and Parties in
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a reasonable time period after the subject meeting. The Treasurer, which officer
role may he delegated to a member of Staff. shall be responsible for managing
and presenting the Authority Budget. The Chair and Vice-Chair shall be elected
from the current Board membership and all officer terms shall be set as one (1)
year terms and shall commence on October l" of each year. The Board shall re-
organize no later than September 30 for the subsequent fiscal year.
e. Board Powers and Duties. The Authority Board shall act as the governing body
of the Authority and shall have, in addition to all other powers and duties
• described herein, the following powers and duties:
1) To fix the time, and determine policies and orders of business for meetings,
the place or places at which its meeting shall be held, and as set forth herein,
to call and hold special meetings as may be necessary.
2) To make and pass policies, regulations, resolutions and orders not inconsistent
with the Constitution of the United States or of the State of Florida, or the
provisions of this Agreement, as may he necessary for the governance and
management of the affairs of the Authority, for the execution of the powers,
obligations and responsibilities vested in the Authority, and for carrying into
effect the provisions of this Agreement.
3) To adopt bylaws or rules of procedure, or amend those initially adopted by the
Originating Parties.
4) To fix the location of the principal place of business of the Authority and the
location of all offices maintained thereunder.
5) To create any and all necessary offices in addition to Chair, Vice-Chair,
Secretary and Treasurer; to establish the powers, duties and compensation of
all employees or contractors; and to require and fix the amount of all non-ad
valorem assessments and/or fees necessary to operate the RenewPACE
Program.
6) To select and employ such employees and executive officers as the Authority
Board deems necessary or desirable, and to set their compensation and duties.
7) To employ or hire such attorneys as it deems appropriate to provide legal
advice and/or legal services to the Authority, and to employ and hire such
other consultants as it deems appropriate through any procedure not
inconsistent with law.
8) As applicable and available, nothing herein shall limit the Authority's ability
to pursue actions or remedies pursuant to Chapter 120, F.S.
f. Resignation. Any Director may resign from service upon providing at least thirty
(30) days written notice pursuant to Section 27 of this Agreement, to the
Authority Board Secretary. Such notice shall state the date said resignation shall
take effect. Additionally, any Authority Board Director who is absent for three
(3) Authority Board meetings within any given year, unless excused by majority
vote of the Board, may, at the discretion of the Board, be deemed to have resigned
7
Page 503 of 1614
from the Authority Board. Any Director who resigns shall be replaced in
accordance with the Rules of Appointment set forth in subparagraph (b) above.
Any resigning Director shall immediately turn over and deliver to the Authority
Board Secretary all records, books, documents or other Authority property in their
possession or under their control. if extenuating circumstances require
appointment of an interim Director necessary to enable the Authority to operate,
an interim Director may be appointed by majority vote of the Authority Board
until such time as a pennanent successor can be seated.
g. Board Compensation; Expenses. Authority Board Directors, as representatives of
the local government Parties to this Agreement, shall serve without compensation.
Reasonable travel or Authority-related expenses for Authority Board Directors
shall be reimbursable as permitted by Florida law.
Section 11. Meetings of the Authority Board.
a. Within thirty (30) calendar days of the creation of the Authority, or sooner if
feasible, the Originating Parties shall hold an organizational meeting to appoint
officers and perform other duties as required under this Agreement.
b. There shall be an Annual Meeting of the Authority. The annual statements shall
be presented, and any other such matter as the Authority Board deems appropriate
• may he considered.
c. The Authority Board shall have regular, noticed, quarterly meetings at such times
and places as the Authority Board may designate or prescribe. In addition, special
meetings may be called, from time to time, by the Authority Board Chair, or by a
majority vote of the Authority Board. A minimum of 24 hours notice to the
public and all Authority Board Directors shall be given for any special meetings.
d. In the absence of specific rules of procedure adopted by the Authority Board for
the conduct of its meetings, the fundamental principles of parliamentary
procedure shall he relied upon for the orderly conduct of all Authority Board
meetings.
Section 12. Decisions of the Authority Board. A quorum of the Authority Board shall
be required to be present at any meeting in order for official action to be taken by the Board. A
majority of all Authority Board Directors shall constitute a quorum. A quorum may be
established by both in person attendance and attendance through communications media
technology, as allowed by state law, and pursuant to policy adopted by the Board. It is the desire
and intent of this Agreement that decisions made by the Authority Board shall be by consensus
of the Board. However, if a consensus is not achievable in any particular instance, then a
majority vote of the quorum of the Authority Board shall be required to adopt any measure or
approve any action, unless otherwise provided herein.
Section 13. Authority Staff and Attorney. The Authority's administrative functions
shall be carried out on a day-to-day basis by the Third-Party Administrator and its subcontractors
in accordance with the Administration Services Agreement attached as Exhibit A, as it may be
updated and amended from time to time noticed to all Parties to this Agreement. The Third-
Party Administrator shall be delegated with all duties necessary for the conduct of the
•
8
Page 504 of 1614
Authority's business and be delegated with the exercise of the powers of the Authority as
provided in Section 163.01 and Section 163.08, F.S. The Authority may a-l-se hire legal counsel
to serve as its General Counsel.
Section 14. Authorized Official. The Authority Board Chair or its designee shall serve
as the local official or designee who is authorized to enter into a financing agreement, pursuant
to Section 163.08(8), F.S., with property owner(s) who obtain financing through the Authority.
Section 15. Additional Parties. With the express goal of expanding to offer services to
all Florida local governments, the Originating Parties to this Agreement support and encourage
the participation of Additional Parties as contemplated herein.
Section 16. Funding the Initial Program. Funding for the Authority shall initially be
from grant funds or other funds acquired by the Originating Parties and/or Additional Parties.
For the initial establishment of the Authority, contributions can be made to the Authority as
permitted by law.
Section 17. Debts of the Authority are Not Obligations of any Parties. Pursuant to
Section 163.01(7), F.S. the Authority may exercise all powers in connection with the
authorization, issuance, and sale of bonds or other legally authorized mechanisms of finance.
Any debts, liabilities, or obligations of the Authority do not constitute debts, liabilities or
obligations of the Originating Parties or any Additional Party to this Agreement. Neither this
Agreement nor the bonds issued to further the program shall be deemed to constitute a general
debt, liability, or obligation of or a pledge of the faith and credit of any other Party to this
Agreement. The issuance of bonds as contemplated by this Agreement shall not directly,
indirectly, or contingently obligate any Party to this Agreement to levy or to pledge any form of
taxation whatsoever therefore, or to make any appropriation for their payment.
Section 18. Annual Budget.
a. Prior to the beginning of the Authority's fiscal year, the Authority Board will
adopt an annual budget. Such budget shall be prepared in the manner and within
the time period required for the adoption of a tentative and final budget for state
governmental agencies pursuant to general law. The Authority's annual budget
shall contain an estimate of receipts by source and an itemized estimation of
expenditures anticipated to be incurred to meet the financial needs and obligations
of the Authority.
b. The adopted Budget shall be the operating and fiscal guide for the Authority for
the ensuing Fiscal Year.
c. The Board may from time to time amend the Budget at any duly called regular or
special meeting.
Section 19. Reports.
a. Financial reports: The Authority shall provide financial reports in such form
and in such manner as prescribed pursuant to this Agreement and Chapter 218,
9
Page 505 of 1614
F.S. Both quarterly and annual financial reports of the Authority shall be
completed in accordance with generally accepted Government Auditing Standards
by an independent certified public accountant. At a minimum, the quarterly and
annual reports shall include a balance sheet, a statement of revenues, expenditures
and changes in fund equity and combining statements prepared in accordance
with generally accepted accounting principles.
b. Operational reports: The Authority Board shall cause to be made at least once
every year a comprehensive report of its operations including all matters relating
to fees, costs, projects financed and status of all funds and accounts.
c. Audits: The Authority shall be subject to, and shall cause to be conducted: (i) an
independent financial audit and (ii) an independent performance audit performed
in accordance with generally accepted accounting practices and as applicable by
state law.
d. Reports to be public records: All reports, as well as supporting documentation
such as, but not limited to, construction, financial, correspondence, instructions,
memoranda, bid estimate sheets, proposal documentation, back charge
documentation, canceled checks, and other related records produced and
maintained by the Authority, its employees and consultants shall be deemed
public records pursuant to Chapter 119, F.S., and shall be made available for
audit, review or copying by any person upon reasonable notice.
Section 20. Bonds. The Authority Board is authorized to provide, from time to time,
for the issuance of bonds, or other legally authorized form of finance, to pay all or part of the
cost of qualifying improvements in accordance with law.
Section 21. Schedule of Rates and Fees.
a. Upon the creation of the Authority as set forth in this Agreement, the Authority
Board shall establish a schedule of rates, fees or other charges for the purpose of
making the Authority a self-sustaining district. There shall not be any obligation
on the part of the Originating Parties or any Additional Parties for financing
contributions. The Authority shall not be authorized to create or distribute a
profit. This shall not, however, prevent the Authority from establishing reserves
for unanticipated expenses or for future projects in keeping with sound, prudent
and reasonable operation of the Program within industry standards or from
fulfilling any other requirements imposed by bond financings, other financial
obligations or law. Nor shall this prevent the Authority from incurring costs such
as professional fees and other costs necessary to accomplish its purpose. The
Authority Board shall fix the initial schedule of rates, fees or other charges for the
use of and the services to operate the RenewPACE Program to be paid by each
participating property owner consistent with Section 163.08(4), P.S.
b. The Authority Board may revise the schedule of rates, fees or other charges from
time to time; provided however, that such rates, fees or charges shall be so fixed
and revised so as to provide sums, which with other funds available for such
purposes, shall be sufficient at all times to pay the expenses of operating and
maintaining the RenewPACE Program. This shall include any required reserves
10
Page 506 of 1614
for such purposes, the principal of and interest on bonds, or other financing
method, as the same shall become due, and to provide a margin of safety over and
above the total amount of any such payments, and to comply fully with any
covenants contained in the proceedings authorizing the issuance of any bonds or
other obligations of the Authority.
• c. The rates, fees or other charges set pursuant to this section shall he just and •
equitable and uniform for users and, where appropriate, may be based upon the
size and scope of the financial obligation undertaken by a Participating Property
Owner. All such rates, fees or charges shall be applied in a non-discretionary
manner with respect to the Participating Property Owner's geographical location
within the Authority's Service Area. No rates, fees or charges shall be fixed or
subsequently amended under the foregoing provisions until after a public hearing
at which all the potential participants in the Program, and other interested persons,
shall have an opportunity to he heard concerning the proposed rates, fees or other
charges. Notice of such public hearing setting forth the proposed schedule or
schedules of rates, fees or other charges shall be provided in accordance with
• Chapter 163 and Chapter 197, F.S.
d. The Authority shall charge and collect such rates, fees or other charges so fixed or
revised, and such rates, fees and other charges shall not be subject to the
supervision or regulation by any other commission, board, bureau, agency or
other political subdivision or agency of the county or state.
e. In the event that any assessed fees, rates or other charges for the services and
financing provided by the Authority to Participating Property Owners shall not he
paid as and when due, any unpaid balance thereof, and all interest accruing
thereon, shall be a lien on any parcel or property affected or improved thereby.
Pursuant to Section 163.08(8), F.S., such lien shall constitute a lien of equal
dignity to county taxes and assessments from the date of recordation. In the event
that any such fee, rate or charge shall not be paid as and when due and shall be in
default for thirty (30) days or more, the unpaid balance thereof, and all interest
accrued thereon, together with attorney's fees and costs, may be recovered by the
Authority in a civil action, and any such lien and accrued interest may be
foreclosed and otherwise enforced by the Authority by action or suit in equity as
for the foreclosure of a mortgage on real property.
Section 22. Disbursements. Disbursements made on behalf of the Authority shall be
made by checks drawn on the accounts of the Authority.
Section 23. Procurement., Program Implementation and Administration. The
Authority shall be administered and operated by a Third Party Administrator ("TPA") who shall
be responsible for providing services to the Authority for the design, implementation and
administration of the RenewPACE Program. The Originating Parties and all Additional Parties
understand and acknowledge, and the Town of Lantana represents and warrants that, the
procurement for the initial TPA was performed in accordance with its adopted procurement
procedures. Pursuant to said procurement procedures, "EcoCity Partners, L3C" was hired as the
TPA. The "Florida Green Energy Works Program Administration Services Agreement" between
Lantana and EcoCity Partners, L3C is attached hereto as Exhibit I and is hereby incorporated by
II
Page 507 of 1614
reference. The initial Florida Green Energy Works Program Administration Services
Agreement, as amended, was assigned by the Authority to Renewable Funding LLC on March
10, 2016..
Section 24. Term. This Interlocal Agreement shall remain in full force and effect
from the date of its execution by the Originating Parties until such time as there is unanimous
agreement of the Authority Board to dissolve the Authority. Notwithstanding the foregoing,
dissolution of the Authority cannot occur unless and until any and all outstanding obligations are
repaid; provided, however, that any Party may terminate its involvement and its participation in
this Interlocal Agreement upon thirty (30) days' written notice to the other Parties. Should a
Party terminate its participation in this Interlocal Agreement, be dissolved, abolished, or
otherwise cease to exist, this Interlocal Agreement shall continue until such time as all remaining
Parties agree to dissolve the Authority and all special assessments levied upon Participating
Property Owners properties have been paid in full.
Section 25. Consent. The execution of this Interlocal Agreement, as authorized by the
government body of the Originating Parties and any Additional Party shall be considered the
Parties' consent to the creation of the Authority as required by Sections 163.01 and 163.08, F.S.
Section 26. Limits of Liability.
a. All of the privileges and immunities from liability and exemptions from law,
ordinances and rules which apply to municipalities and counties of this state
pursuant to Florida law shall equally apply to the Authority. Likewise, all of the
privileges and immunities from liability; exemptions from laws, ordinances and
rules which apply to the activity of officers, agents, or employees of'counties and
municipalities of this state pursuant to Florida law shall equally apply to the
officers, agents or employees of the Authority.
b. The Originating Parties and all Additional Parties to this Agreement shall each be
individually and separately liable and responsible for the actions of their own
officers, agents and employees in the performance of their respective obligations
under this Agreement pursuant to Chapters 768 and 163, F.S. and any other
applicable law. The Parties may not be held jointly or severally liable for the
actions of officer or employees of the Authority or by any other action by the
Authority or another member of the Authority and the Authority shall be solely
liable for the actions of its officers, employees or agents to the extent of the
waiver of sovereign immunity or limitation on liability provided by Chapter 768,
F.S. Except as may be otherwise specified herein, the Parties shall each
individually defend any action or proceeding brought against their respective
agency under this Agreement, and they shall be individually responsible for all of
their respective costs, attorneys' fees, expenses and liabilities incurred as a result
of any such claims, demands, suits, actions, damages and causes of action,
including the investigation or the defense thereof, and from and against any
orders, judgments or decrees which may be entered as a result thereof. The
Parties shall each individually maintain throughout the term of this Agreement
any and all applicable insurance coverage required by Florida law for
12
Page 508 of 1614
governmental entities. Such liability is subject to the provisions of law, including
the limits included in Section 768.28, F.S., which sets lorth the partial waiver of
sovereign immunity to which governmental entities are subject. it is expressly
understood that this provision shall not be construed as a waiver of any right or
defense that the parties have under Section 768.28, F.S. or any other statute.
Section 27. Notices. Any notices to be given pursuant to this Interlocal Agreement
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 certified U.S. mail, return receipt requested,
addressed to the Party for whom it is intended, at the place specified. The Originating Parties
designate the following as the respective places for notice purposes:
Lantana: Town Manager
Town of Lantana
500 Greynolds Circle
Lantana, Florida 33462
With a Copy to: Lohman Law Group, P.A.
601 Heritage Drive, Suites 232-232A
Jupiter, FL 33458
Attn: R. Max Lohman, Esq.
Mangonia Park: Town Manager
Town of Mangonia Park
1755 East Tiffany Drive
Mangonia Park, Florida 33407
With a Copy to: Corbett, White, Davis and Ashton, P.A.
1 1 11 Hypoluxo Road, Suite 207
Lantana, FL 33462
Attn: Keith W. Davis, Esq.
Section 28. Filing. It is agreed that this Interlocal Agreement shall be filed with the
Clerk of the Circuit Court of Palm Beach County, as required by Section 163.01(1 1), F.S., and
may be filed in subsequent jurisdictions pursuant to the appropriate process of public-record
filing in that particular jurisdiction.
Section 29. Joint Effort. The preparation of this Interlocal Agreement has been a joint
effort of the Parties hereto and the resulting document shall not, as a matter of judicial
construction, be construed more severely against any one party as compared to another.
Section 30. Execution in Counterparts. This Interlocal Agreement may be executed in
counterparts which shall be in original form all of which, collectively, shall comprise the entire
Interlocal Agreement.
13
Page 509 of 1614
Section 31. Merger, Amendments. This 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 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 in this
Interlocal Agreement shall be effective unless contained in a written document that is ratified or
approved by at least seventy-five (75%) of the Parties to this Interlocal Agreement, which
ratification or approval shall be expressed in writing by such Party and delivered to the Authority
in a form upon which the Authority can rely, and the Authority has made a finding to that effect
in the manner specified in Section 12 of this Interlocal Agreement.
Section 32. Assignment. The respective obligations of the Parties set forth in this
Interlocal Agreement shall not be assigned, in whole or in part, without the written consent of the
other Parties hereto.
Section 33. Records. The Parties shall each maintain their own respective records and
documents associated with this Interlocal Agreement in accordance with the requirements for
records retention set forth in Florida law.
Section 34. Compliance with Laws. In the performance of this Agreement, the Parties
hereto shall comply in all material respects with all applicable federal and state laws and
regulations and all applicable county and municipal ordinances and regulations.
Section 3.5. Governing Law and Venue. This Interlocal Agreement shall be governed,
construed and controlled according to the laws of the State of Florida. Venue for any claim,
objection or dispute arising out of the terms of this Interlocal Agreement shall be proper
exclusively in Palm Beach County, Florida.
Section 36. Severability. In the event a portion of this Interlocal Agreement is found
by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be
effective to the extent possible.
Section 37. Effective Date and Joinder by Authority. This Interlocal Agreement shall
become effective upon its execution by the Originating Parties. It is agreed that, upon the
formation of the Authority, the Authority shall thereafter join this Interlocal Agreement and that
the Authority shall thereafter be deemed a Party to this Interlocal Agreement.
Section 38. No Third Party Rights. No provision in this Agreement shall provide to
any person that is not a party to this Agreement any remedy, claim, or cause of action, or create
any third-party beneficiary rights against any Party to this Agreement.
Section 39. Access and Audits. Palm Beach County has established the Office of
Inspector General in Article ViII of the Charter of Palm Beach County, as may be amended,
which is authorized and empowered to review past, present and proposed county or municipal
14
Page 510 of 1614
contracts. transactions, accounts and records. The Inspector General has the power to subpoena
witnesses,administer oaths and require the production of records, and audit, investigate, monitor,
and inspect the activities of Palm Beach County, its officers; agents, employees, and lobbyists, as
well as the activities of all municipalities in the county, and their officers, agents, employees, and
lobbyists, in order to ensure compliance with contract requirements and detect corruption and
fraud. Failure to cooperate with the Inspector General or interference or impeding any
investigation shall he in violation of Chapter 2, Article XIII of the Palm Beach County Code of
Ordinances.
[Remainder of page intentionally left blank.]
15
Page 511 of 1614
IN WITNESS WHEREOF, the Originating Parties hereto have made and executed this
Inter local Agreement on this 6/ day of no (l . 2016.
-'.------.,
ATI.ES'I.: 0 7. f, \ '.-...jlown oil antana a municipal
/(.. 1,---.. \ , , p
—/-2( -5:7,':\, ) (*oration of the State of Florid a
)
/ ) \ \.:-(E.:74.33a':,: -:,,-.,:, ,
7 i - A;45) / . li , ,,____.)
\'-r,- lfrry-%:2>:i.7.:-,.;9'.A. :Afi ,-,- '
BY / (--. ^ 1 ),'?7,-)" AV'''5••, ''''W:'.i7 DY/ ( n i, ,) . /17.-4-
_.. t 1, __ e-,L't, 'A.11.11U:t3f,,'A"eV, .' •
4
fown Clerk ' (:3./ '[own Manager
--''''\•.'ir)..-;-;- .:,' /
19,L' ..."
(Affix Town Seal)
....,.. /
Approved by Town Attorney'
as to form and legal sufficiency .,
/Town Atto le ir
ATTEST: ----
Town of Mangonia Park-2,a municipal
corpfation of the Stede of Florida
. ,
't o'• . _
BY: ,_,,X.,'
i /b. : . BY: )
•Town Clerk dip -Towfr-Mati-ager
(Affi(). Town- al) -
'1,7 ,
,,
Approved by Town Attorney i (1r
as to form and legal sufficiency r7
/To7in Attome . ' Nellib
16
Page 512 of 1614
20140085929 ELECTRONICALLY RECORDED IN THE PUBLIC RECORDS OF LEON COUNTY, FL
BK: 4728 PG: 509 10/28/2014 at 09:27 AM BOB INZER, CLERK OF COURTS
- IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT
IN AND FOR LEON COUNTY, FLORIDA
FLORIDA GREEN FINANCE AUTHORITY, CIVIL ACTION NO. 2014-CA-002004
a public body corporate and politic,
Plaintiff, VALIDATION OF NOT TO EXCEED
$2,500,000,000 FLORIDA GREEN
vs. FINANCE AUTHORITY REVENUE
BONDS,VARIOUS SERIES
THE STATE OF FLORIDA, AND ALL OF
THE SEVERAL PROPERTY OWNERS,
TAXPAYERS AND CITIZENS OF THE
STATE OF FLORIDA, INCLUDING NON-
RESIDENTS OWNING PROPERTY OR
SUBJECT TO TAXATION THEREIN AND
ALL OTHERS HAVING OR CLAIMING
r
ANY RIGHT, TITLE OR INTEREST IN --- --
PROPERTY TO BE AFFECTED BY THE
ISSUANCE OF THE BONDS HEREIN G �,
DESCRIBED, OR TO BE AFFECTED _ _ °
THEREBY, INCLUDING BUT NOT "o ` •
LIMITED TO THOSE OF THE TOWN OF ^1
LANTANA, FLORIDA; THE TOWN OF
Gm N
MANGONIA PARK, FLORIDA; THE CITY % —
OF WEST PALM BEACH, FLORIDA; THE
CITY OF DELRAY BEACH, FLORIDA; THE
CITY OF BOYNTON BEACH, FLORIDA;
THE CITY OF LAKE WORTH, FLORIDA;
THE CITY OF STUART, FLORIDA; THE
CITY OF FELLSMERE, FLORIDA; THE
CITY OF SEBASTIAN, FLORIDA; THE
CITY OF GULFPORT, FLORIDA, MARTIN
COUNTY, FLORIDA, AND THE CITY OF
TEQUESTA, FLORIDA,
Defendants.
AMENDED FINAL JUDGMENT
The above and foregoing cause has come to final hearing on the date and at the time and
place set forth in the Order to Show Cause heretofore issued by this Court on the Complaint for
D0403785.1 I
Page 513 of 1614
OR BK: 4728 PG: 510
Validation of Bonds Pursuant to Chapter 75 and Chapter 163, Part I, Florida Statutes
("Complaint") filed by Plaintiff Florida Green Finance Authority against the State of Florida and
the property owners, taxpayers and citizens thereof, including non-residents owning property or
subject to taxation therein and all others having or claiming any right title or interest in property
to be affected by the Plaintiffs issuance of not exceeding $2,500,000,000 in aggregate principal
amount at any one time outstanding of the Florida Green Finance Authority Revenue Bonds, in
various series (the "Bonds"), hereinafter described, or to be affected in any way thereby, and said
cause having duly come on for final hearing, and the Court having considered the same and heard
the evidence and being fully advised in the premises, finds as follows:
1. The Plaintiff is authorized under Chapter 75, Florida Statutes, and Chapter 163, Part I,
Florida Statutes, including Sections 163.01(7)(d), 163.01(7)(g)(9), and 163.08(7), Florida
Statutes, to file its Complaint in this Court to determine the validity of the Bonds, the pledge of
revenues for the payment thereof, the validity of the non-ad valorem assessments which shall
comprise the revenues pledged, the proceedings relating to the issuance thereof and all matters
connected therewith.' All actions and proceedings of the Plaintiff in this cause are in accordance
with Chapter 75, Florida Statutes, and Chapter 163, Part I, Florida Statutes, each as amended.
2. The parties named as Defendants in this Complaint are the proper parties under the
provisions of Section 75.02, Florida Statutes.
' The Court takes judicial notice that this Court has previously validated five separate issues of
bonds involving substantially similar factual circumstances and legal issues. See Final Judgments
in Florida PACE Funding Agency v. State of Florida,Civil Action No. 2011-CA-1834, filed
August 25, 2011; Green Corridor Property Assessment Clean Energy (PACE)District v. State of
Florida, Civil Action No. 2012-CA-002897, filed October 23, 2012; Leon County Energy
Improvement District v. State of Florida, Civil Action No. 37-2013-CA-003396, filed March 11,
2013; Clean Energy Coastal Corridor v. State of Florida, Civil Action No. 2013-CA-003457,filed
May 27, 2014,and Florida Department Finance Corporation v. State of Florida, Civil Action
2014-CA-000548, filed June 11,2014.
00403785.1 2
Page 514 of 1614
OR BK: 4728 PG: 511
3. Venue in the Circuit Court of the Second Judicial Circuit in and for Leon County,
Florida is proper under the provisions of Sections 163.01(7)(d) and 163.01(7)(g)(9), Florida
Statutes.
4. The Plaintiff is a valid and legally existing public body corporate and politic within
the State of Florida created pursuant to the Florida Interlocal Cooperation Act of 1969, Chapter
163, Part I, Florida Statutes, as amended (the "Interlocal Act") and pursuant to the provisions of
a certain Interlocal Agreement dated as of June 11, 2012, and duly filed in the public records of
Palm Beach County (the "Interlocal Agreement') initially among the Plaintiff, the Town of
Lantana and the Town of Mangonia Park (the "Original Parties"). The Interlocal Act and the
Interlocal Agreement provide for and approve other Florida municipalities and counties to
subsequently join and become additional parties upon the adoption by such local governments of
a resolution and the execution of a Party Membership Agreement. The cities of West Palm
Beach, Delray Beach, Boynton Beach, Lake Worth, Stuart, Fellsmere, Sebastian, Gulfport, and
the Village of Tequesta and Martin County have adopted resolutions, and have executed Party
Membership Agreements and have become additional parties to the date hereof. As the context
requires, the term "Parties" as used herein shall collectively include the Original Parties, the
• additional parties named above and all local governments, as defined in Section 163.08(2)(a),
Florida Statutes, that become parties in the future (the "Additional Parties"). A copy of the
Interlocal Agreement is attached to the Complaint as Exhibit "1".
5. The Party Membership Agreements and the resolutions of the cities of West Palm
Beach, Delray Beach, Boynton Beach, Lake Worth, Stuart, Fellsmere, Sebastian, Gulfport, the
Village of Tequesta and Martin County are attached to the Complaint as Plaintiffs Composite
Exhibit"2".
00403795.1 - 3
Page 515 of 1614
DR BK: 4728 PG: 512
6. The Interlocal Agreement is authorized by the Interlocal Act and Section 163.08(5),
Florida Statutes, has been lawfully entered into and executed by the Parties and constitutes a
legal,valid and binding agreement of each of the Parties.
7. The Interlocal Agreement is a lawful means to provide for (a) the authority of the
Plaintiff to act, provide its services, and conduct its affairs within each Party's jurisdiction; (b)
the Plaintiff to facilitate the voluntary acquisition, delivery, installation, financing or any other
manner of provision of (i) energy conservation and efficiency improvements, (ii) renewable
energy improvements, (iii) wind resistance and hurricane hardening, improvements and other
improvements which constitute qualifying improvements as defined in Section 163.08(2)(b),
Florida Statutes (herein "Qualifying Improvements") to property owners desiring such
improvements who are willing to enter into financing agreements with the Plaintiff as provided
for in Section 163.08, Florida Statutes (the "Supplemental Act") and agree to the imposition of
non-ad valorem assessments which shall run with the land on their respective properties; (c) the
Authority to levy, impose and collect non-ad valorem assessments in the respective jurisdictions
of the Parties pursuant to such financing agreements; (d)the issuance of bonds of the Plaintiff to
fund and finance the Qualifying Improvements; (e) the proceeds of such non-ad valorem
assessments to be timely and faithfully paid to the Plaintiff; (f) the withdrawal from,
discontinuance of or termination of the Interlocal Agreement by any Party upon ten days' notice;
(g) such disclosures, consents or waivers reasonably necessary to use or employ the services and
activities of the Plaintiff; and (h) such other covenants or provisions deemed necessary and
mutually agreed to by the parties to carry out the purpose and mission of the Plaintiff.
8. The Interlocal Agreement provides a lawful and enforceable means to evidence the
express authority and concurrent transfer of all necessary powers to the Plaintiff, and the
covenant to cooperate by the Parties thereto, so that the Plaintiff may facilitate, administer,
00403785-1 4
Page 516 of 1614
OR BK: 4728 PG: 513
implement and assist in providing Qualifying Improvements, execute financing agreements and
determine that non-ad valorem assessments are imposed only on properties subjected to same by
the owners thereof, develop markets, structures and procedures to finance same, and to take any
actions associated therewith or necessarily resulting therefrom, as contemplated by the
Supplemental Act.
9. Authority is conferred upon the Plaintiff, under and by virtue of the laws of the
State of Florida, particularly Chapter 166, Part II, Florida Statutes, as amended, Chapter 159,
Part I, Florida Statutes, as amended, Chapter 125, Part I, Florida Statutes, as amended, Chapter
163, Part I, Florida Statutes, as amended, and other applicable provisions of law to issue its
revenue bonds or other debt obligations and use the proceeds thereof for purposes of financing
Qualifying Improvements within the jurisdiction of any Florida "local government" as defined
by Section 163.08(2)(a), Florida Statutes, which is or becomes a Party to the Interlocal
Agreement.
10. The Bonds or other debt obligations will be issued pursuant to a Master Bond
Resolution adopted by the governing body of the Plaintiff on June 26,2014. A copy of the
Master Bond Resolution is attached to the Complaint as Exhibit "3".
11. The Bonds, or other debt obligations issued by the Plaintiff, enable the Plaintiff to
lawfully create and administer financing programs related to the provision of Qualifying
Improvements. The Bonds shall be secured by the proceeds derived from special assessments in
the form of non-ad valorem assessments imposed by the Authority , upon the voluntary
agreement of the record owners of the affected property as authorized by the Supplemental Act.
Bonds issued by the Plaintiff shall be issued pursuant to a Master Trust Indenture to be entered
into between the Plaintiff and a qualified banking or trust company selected by the Plaintiff. The
00403785-1 5
Page 517 of 1614
OR BK: 4728 PG: 514
form of Master Trust Indenture is attached to the Complaint as Exhibit "4". In order to pay the
costs of Qualifying Improvements, the Supplemental Act expressly authorizes the imposition and
collection of non-ad valorem assessments as defined in Section 197.3632(1)(d), Florida Statutes,
which constitute liens against the affected properties, including homestead properties, as
permitted by Article X, Section 4 of the Florida Constitution.
12. The Supplemental Act authorizes local governments, including a separate legal
entity created pursuant to Section 163.01(7)(d), Florida Statutes, such as Plaintiff, (a) to finance
Qualifying Improvements through the execution of financing agreements and the related
imposition of non-ad valorem assessments, (b) to incur debt for purposes of providing such
Qualifying Improvements, payable from revenues received from such non-ad valorem
assessments or any other available revenues authorized by law, (c) to enter into a partnership
with one or more Parties for purposes of providing and financing Qualifying Improvements, and
(d) to administer, or allow for the administration of, a Qualifying Improvement program by a
for-profit entity or a not-for-profit entity. A form of a financing agreement is attached to the
Complaint as Exhibit "5".
13. The Supplemental Act is additional and supplemental to county and municipal home
rule authority and is not in derogation of such authority or a limitation upon such authority.
14. The Supplemental Act includes the following legislative determinations:
(A) In Chapter 2008-227, Laws of Florida, the Legislature amended the energy goal
of the state comprehensive plan to provide, in part, that the state shall reduce its energy
requirements through enhanced conservation and efficiency measures in all end-use sectors and
reduce atmospheric carbon dioxide by promoting an increased use of renewable energy
resources.
00407785-1 6
Page 518 of 1614
DR BK: 4728 PG: 515
(B) That act also declared it the public policy of the state to play a leading role in
developing and instituting energy management programs that promote energy conservation,
energy security and the reduction of greenhouse gases.
(C) In Chapter 2008-191, Laws of Florida, the Legislature adopted new energy
conservation and greenhouse gas reduction comprehensive planning requirements for local
governments.
(D) The Legislature found that all energy-consuming improved properties that are
not using energy conservation strategies contribute to the burden affecting all improved
property resulting from fossil fuel energy production.
(E) Improved property that has been retrofitted with energy-related Qualifying
Improvements receives the special benefit of alleviating the property's burden from energy
consumption.
(F) All improved properties not protected from wind damage by wind resistance
Qualifying Improvements contribute to the burden affecting all properties resulting from
potential wind damage and, further, that improved properties that have been retrofitted with
wind resistance Qualifying Improvements receive the special benefit of reducing the properties'
burden from potential wind damage.
(G) The installation and operation of Qualifying Improvements not only benefit the
affected properties for which the improvements are made, but also assist in fulfilling the goals of
the state's energy and hurricane mitigation policies.
(H) In order to make Qualifying Improvements more affordable and assist property
owners who wish to undertake such improvements, the Legislature found that there is a
compelling state interest in enabling property owners to voluntarily finance such improvements
with local government assistance.
00407785-I 7
Page 519 of 1614
OR BK: 4728 PG: 516
15. The Legislature determined that the actions authorized under the Supplemental Act,
including, but not limited to, the financing of Qualifying Improvements through the execution of
financing agreements between property owners and Parties and the resulting imposition of
voluntary non-ad valorem assessments by the Authority are reasonable and necessary to serve and
achieve a compelling state interest and are necessary for the prosperity and welfare of the state
and its property owners and inhabitants. To that end, the Plaintiff will enter into a financing
agreement with each property owner that desires to obtain financing under the Plaintiff's
program.
16. The non-ad valorem assessments imposed pursuant to the Supplemental Act (a) are
only imposed with the written consent of the affected property owners, (b) are evidenced by a
financing agreements as provided for in the Supplemental Act which comport with and evidence
the provision of due process to every affected property owner, (c) constitute valid and
enforceable liens permitted by Article X, Section 4 of the Florida Constitution, of equal dignity
to taxes and other non-ad valorem assessments and are paramount to all other titles, liens or
mortgages not otherwise on parity with the lien for taxes and non-ad valorem assessments,
which lien runs with, touches and concerns the affected property, and (d) are used to pay the
costs of Qualifying Improvements necessary to achieve the public purposes articulated by the
Supplemental Act. As such, the non-ad valorem assessments imposed pursuant to the
Supplemental Act are indistinguishable from and fully equivalent to all other non-ad valorem
assessments providing for the payment of costs of capital projects, improvements, and/or
essential services (e.g., infrastructure and services related to roads, stormwater, water, sewer,
garbage removalldisposal,etc.) which benefit property or relieve a burden created by property in
furtherance of a public purpose.
00403785-I 8
Page 520 of 1614
OR BK: 4728 PG: 517
17. Florida law provides that the amount of any given non-ad valorem assessment may
not exceed the benefit conferred on the land, nor may it exceed the cost for the improvement and
necessary incidental expenses. Non-ad valorem assessments imposed pursuant to the
Supplemental Act are no different than any other non-ad valorem assessment imposed by a local
government and therefore may not exceed the cost of the improvement and necessary incidental
expenses.
18. Non-ad valorem assessments imposed pursuant to the Supplemental Act, among
other things, meet and comply with the well-settled case law requirements of a special benefit
and fair apportionment required for a valid special or non-ad valorem assessment.
19. Pursuant to the Supplemental Act, any non-ad valorem assessments levied and
imposed against affected real property must be collected pursuant to the uniform collection
method set forth in Section 197.3632, Florida Statutes, pursuant to which non-ad valorem
assessments are collected annually over a period of years on the same bill as property taxes.
20. Non-ad valorem assessments imposed pursuant to the Supplemental Act are not
subject to discount for early payment. Avoiding discounts for early payment of non-ad valorem
assessments actually lowers the costs of annual collection paid by the affected property owners.
21. Section 163.08(13), Florida Statutes, expressly clarifies and distinguishes the
relationship of prior contractual obligations or covenants of a property owner which allow for
unilateral acceleration of payment of a mortgage, note or lien or other unilateral modification
with the action of a property owner entering into a financing agreement pursuant to the
Supplemental Act. The Supplemental Act lawfully recognizes the financing agreement required
therein as the means to evidence a non-ad valorem assessment and renders unenforceable any
provision in any agreement between a mortgagee or other lien holder and a property owner
which allows for the acceleration of payment of a mortgage, note, lien or other unilateral
00407785-I 9
Page 521 of 1614
OR BK: 4728 PG: 518
modification solely as a result of entering into a financing agreement pursuant to the
Supplemental Act which establishes a non-ad valorem assessment. Accordingly, a financing
agreement pursuant to the Supplemental Act does not result in a contractual impairment of the
mortgage or similar lien under the United States Constitution, Article I, Section 10 or under the
Constitution of the State of Florida, Article 1, Section 10. Also, a financing agreement pursuant
to the Supplemental Act does not constitute a taking of a pre-existing lender's property and does
not constitute a taking of private property without due process of law in violation of the Fifth
and Fourteenth Amendment to the United States Constitution or the Constitution of the State of
Florida, Article X, Section 6. 22. Statutes, such as the Supplemental Act, which are alleged to
impair contractual obligations are measured on a sliding scale of scrutiny. The degree of
contractual impairment permitted is delineated by the importance of governmental interests
advanced. Section 163.08(1)(e) Florida Statutes, provides that the "legislature determines the
actions authorized under this section, including but not limited to, the financing of qualified
improvements through the execution of financing agreements and the related imposition of
voluntary assessments or changes are reasonable and necessary to have and achieve a
compelling state interest and are necessary for the prosperity and welfare of the state and its
property owners and inhabitants". The Supplemental Act requires that any mortgage lien holder
on a participating property must be provided not less than 30 days prior notice of the property
owner's intent to enter into a financing agreement together with the maximum principal amount
of the non-ad valorem assessment and the maximum annual assessment amount. The
Supplemental Act does not limit the authority of the mortgage holder or loan servicer to increase
or require monthly escrow payments in an amount necessary to annually pay the Qualifying
Improvement assessment. The Supplemental Act additionally requires as a condition precedent
to the effectiveness of a non-ad valorem assessment (i) a reasonable determination of a recent
00403785-I 10
Page 522 of 1614
OR BK: 4728 PG: 519
history of timely payment of taxes for at least three (3) years, (ii) the absence of any recent
involuntary liens or property-based debt delinquencies , (iii) verification that the property owner
is current on all mortgage debt on the property, (iv) that, without the consent of the mortgage
holder or loan servicer, the total amount of any non-ad valorem assessment for Qualifying
Improvements not exceed twenty percent (20%) of the just value of the property, except that
energy conservation and efficiency improvements and renewable energy improvements are not
subject to the twenty percent (20%) of just value limit if such improvements are supported by an
energy audit which demonstrates that annual energy savings from the improvements equal or
exceed the annual repayment of the non-ad valorem assessment, and (v)that any work requiring
a license under any applicable law to make the Qualifying Improvement be performed by a
properly certified or licensed contractor. Finally, each financing agreement (or a memorandum
thereof) must be recorded in the public records of the county where the property is located
promptly after the execution thereof. Thus, if an impairment is alleged with respect to the
Supplement Act, it is not substantive and does not constitute an intolerable impairment.
23. The Qualifying Improvements and all costs associated therewith funded with the
proceeds of the non-ad valorem assessments evidenced by any financing agreement pursuant to
the Supplemental Act must convey a special benefit to the real property subject to the
assessment and the cost of the service or improvement must be fairly and reasonably
apportioned among such real property. The special benefit necessary to support the imposition
of a non-ad valorem assessment may consist of the relief or mitigation of a burden created by
the affected real property.
24. Qualifying Improvements address the public purpose of reducing, mitigating or
alleviating the affected properties' burdens relating to energy consumption resulting from use of
00407785-I I l
Page 523 of 1614
OR BK: 4728 PG: 520
fossil fuel energy and/or reduce burdens or demands of affected properties that might otherwise
result from potential wind, storm or hurricane events or damage.
25. In addition to the public purposes set forth above, Qualifying Improvements
authorized by the Supplemental Act can lower utility and insurance costs to property owners and
strengthen the property owners' ability to repay mortgage debt, thereby reducing the likelihood
of contractual impairment issues. In many instances, Qualifying Improvement authorized by the
Supplemental Act have resulted in lowering mortgage default rates due to their ability to reduce
utility costs, therefore further reducing the likelihood of contractual impairment issues. In
addition, Qualifying Improvements authorized by the Supplemental Act typically increase the
value of the properties due to property owners putting a premium on homes and buildings that
cost less to operate. This also reduces the likelihood of contractual impairment issues.
26. The voluntary application for funding to finance a Qualifying Improvement and
entry into a written financing agreement as required by and pursuant to the Supplemental Act
provides direct, competent and substantial evidence that each affected property owner has
determined and acknowledged that the cost of Qualifying Improvement is equal to or less than
the benefits received or burdens relieved or mitigated as to any affected property and has been
provided and received substantive and procedural due process in the imposition of the resulting
non-ad valorem assessments.
27. The unique and specific procedures required by the Supplemental Act provide written
and publicly recorded evidence that no affected property owner will be deprived of due process in
the imposition of the non-ad valorem assessments or subsequent constructive notice that the
assessment has been imposed.
28. The Master Bond Resolution authorizes Plaintiffs issuance of not exceeding
$2,500,000,000 in aggregate principal amount at any one time outstanding of Florida Green
00403785-1 12
Page 524 of 1614
OR BK: 4728 PG: 521
Finance Authority Revenue Bonds, in various series, in order to provide funds with which to
administer Plaintiffs energy and wind resistance improvement finance program to facilitate the
provision, funding and financing of Qualifying Improvements, thereby advancing the Plaintiffs
mission to undertake, cause and/or perform all such acts as shall be necessary to provide a
uniform and efficient local platform capable of securing economies of scale and implementation
on a state-wide basis by the Plaintiff to facilitate the provision of, funding and financing of
Qualifying Improvements.
29. The Master Bond Resolution provides that the Bonds will be issued in various series,
in such amounts, at such time or times, be designated as separate series, be dated such date or
dates, mature at such time or times, be subject to tender at such times and in such manner, contain
such redemption provisions, bear interest at such rates not to exceed the maximum permitted by
Florida law, including variable and fixed rates, and be payable on such dates as provided in the
various trust indentures to be entered into by and between the Plaintiff and one or more national
banking associations or trust companies authorized to exercise trust services in Florida, to be
determined by a resolution of the Plaintiff to be adopted prior to the issuance of any series of the
Bonds (the "Bond Instruments").
30. The Master Bond Resolution provides that the principal of, premium, if any, and
interest on the Bonds shall be payable solely from the proceeds of non-ad valorem assessments
imposed by the Authority pursuant to financing agreements with affected property owners as
provided for in the Supplemental Act, and the funds and accounts described in and as pledged
and as limited under the Bond Instruments (the "Pledged Revenues".)
31. The Pledged Revenues pledged to one series of Bonds may be different than the
Pledged Revenues pledged to other series of Bonds.
001037115-1 13
Page 525 of 1614
OR BK: 4728 PG: 522
32. Bonds issued pursuant to the Master Bond Resolution to redeem and/or refund any
bonds or other indebtedness of the Plaintiff shall be deemed to be a continuation of the debt
refunded or redeemed and shall not be considered to be an issuance of an additional principal
amount of bonds chargeable against the amount originally authorized to be issued.
33. The Bonds and any series thereof may be issued such as tax-exempt or taxable
bonds for purposes of federal income taxation.
34. The Bonds and any series thereof may be further secured by one or more bond
insurance policies, letters of credit, surety bonds or other forms of credit support.
35. The Master Bond Resolution requires the use of financing agreements in
establishing any non-ad valorem assessment in the manner provided for in the Supplemental
Act.
36. The Master Bond Resolution provides that the Bonds and the obligations and
covenants of the Plaintiff under the Bond Instruments and the Interlocal Agreement and other
documents (collectively, the "Program Documents") shall not be or constitute a debt, liability, or
general obligation of the Plaintiff, the Members, the State of Florida, or any political subdivision
or municipality thereof, nor a pledge of the full faith and credit or any taxing power of the
Plaintiff, the Members, the State or any political subdivision or municipality thereof, but shall
constitute special obligations of the Plaintiff payable solely from the non-ad valorem assessments
as evidenced by the financing agreements and secured under the Bond Instruments, in the
manner provided therein. The holders of the Bonds shall not have the right to require or compel
any exercise of the taxing power of the Plaintiff, the Parties, the State of Florida or of any
political subdivision thereof to pay the principal of, premium, if any, or interest on the Bonds or
to make any other payments provided for under the Bond Instruments or the Program
Documents. The issuance of the Bonds shall not directly, indirectly, or contingently obligate the
0040378:-1 14
Page 526 of 1614
OR BK: 4728 PG: 523
Plaintiff, the Parties, the State of Florida or any political subdivision or municipality thereof
(excluding only the Parties to the extent otherwise provided in the Interlocal Agreement ) to levy
or to pledge any form of taxation or assessments whatsoever therefor.
37. Plaintiff and the Parties are and shall be subject to Sections 768.28 and 163.01(9)(c),
Florida Statutes, and any other provisions of Florida law governing sovereign immunity.
Pursuant to Section 163.01(5)(o), Florida Statutes, the Parties may not be held jointly liable for
the torts of the officers and employees of the Plaintiff, or any other tort attributable to the
Plaintiff, and the Plaintiff alone shall be liable for any torts attributable to it or for torts of its
offices, employees or agents, and then only to the extent of the waiver of sovereign immunity or
limitation of liability as specified in Section 768.28, Florida Statutes.
38. Plaintiff is a legal entity separate and distinct from the Parties and no Party shall in
any manner be obligated to pay any debts, obligations or liabilities arising as a result of any
actions of the Plaintiff, its Board of Directors or any other agents, employees, officers or
officials of the Plaintiff, and neither the Plaintiff, its Board of Directors nor any other agents,
employees, officers or officials of the Plaintiff have any authority or power to otherwise obligate
the Parties in any manner.
39. All requirements of the Constitution and laws of the State of Florida pertaining to
the issuance of the Bonds and the adoption of the proceedings of the Plaintiff have been
complied with.
NOW, THEREFORE, IT IS ORDERED AND ADJUDGED that the Bonds, the
Interlocal Agreement, the Party Membership Agreements and the resolutions of the Parties, and
the matters set forth in each of the preceding numbered paragraphs including, but not limited to,
the proceedings related thereto, the Master Bond Resolution and the adoption thereof, the
revenues pledged or covenanted for the repayment of the Bonds,the validity of the Master Trust
00403785.1 15
Page 527 of 1614
DR BK: 4728 PG: 524
Indenture and the financing agreements to be entered into and the non-ad valorem assessments
to be imposed by the Plaintiff pursuant to the Supplemental Act which shall evidence and
comprise substantially all of the revenues pledged, are hereby validated and confirmed, are for
proper, legal and paramount public purposes and are fully authorized by law, and that this
Amended Final Judgment validates and confirms the authority of the Plaintiff to issue the Bonds
and the legality of all proceedings in connection therewith.
There shall be stamped or written on the back of each of the Bonds a statement in
substantially the following form:
"This Bond was validated by judgment of the Circuit Court for Leon
County,Florida, rendered on , 2014.
Chairman, Florida Green Finance Authority"
provided that such statement or certificate shall not be affixed within thirty (30) days after the
date of this judgment and unless no appeal be filed in this cause.
DONE AND ORDERED at the Leon County Courthouse in Tallahassee, Florida, this
0274 day of October,2014.
CHIEF JUDGE
Charles Francis - a/'rtii 7/
Signed OCT 2 7 2014
Original to Clerk DCLZ7_2.1.0
Copies sent ._-. OCT 2 7 2014
00403785.1 16
Page 528 of 1614
OR BK: 4728 PG: 525
SERVICE LIST
Manner of Service:
By E-Service through the Florida Courts E-Filing Portal (See Rule 2.516(a), Florida Rules of
Judicial Administration; and AOSC 13-49).
William N. Meggs, State Attorney Dave Aronberg, State Attorney
Second Judicial Circuit Fifteenth Judicial Circuit
301 South Monroe Street, Suite 475 401 N. Dixie Highway
Tallahassee,FL 32399-2550 West Palm Beach, FL 33401
SA02 Leon @leoncountvfl.gov bvalbuena @sal5.org
Bruce H. Colton, State Attorney John L. McWilliams, III
Nineteenth Judicial Circuit Lewis, Longman& Walker,P.A.
411 South Second Street 245 Riverside Avenue, Suite 150
Fort Pierce, FL 34950 Jacksonville, FL 32202
Sal 9eservice@sao19.org imcwilliams @Ilw-law.com
William G. Capko
Lewis, Longman& Walker, P.A.
515 North Flagler Drive, Suite 1500
West Palm Beach, FL 33401
wcapko @llw-law.com
Via U.S. Mail:
Bernie McCabe, State Attorney
Sixth Judicial Circuit
14250 49th Street N.
Clearwater,FL 33762
00403785-1 17
Page 529 of 1614
p 11 LEWIS Attorneys at Law
LONGMAN llw-law.com
114.,401 WALKER
April 26, 2016
Board of County Commissioners of
Broward County, Florida
115 S. Andrews Avenue
Fort Lauderdale, FL 33301-1872
RE: Florida Green Finance Authority Revenue Bonds
Ladies and Gentlemen:
We are acting as bond counsel to the Florida Green Finance Authority ("the Authority")
in connection with the issuance by the Authority from time to time of its Florida Green Finance
Authority Special Assessment Revenue Bonds (the "Bonds"). In such capacity we have
examined the proceedings taken by the Authority for the authorization and issuance of the Bonds
and the Authority's proceedings with respect to the Energy-Efficiency, Renewable Energy and
Wind Resistance Program (the "Program Proceedings"), both pursuant to Chapter 163.08,
Florida Statutes (the"PACE Act").
The Bonds will be issued pursuant to the PACE Act; Resolution No. 2014-03 adopted by
the governing body of the Authority on June 26, 2014; supplemental resolutions to be adopted •
from time to time in connection with each issue of Bonds; a master indenture, by and between
the Authority and Wilmington Trust,N.A., as trustee, and supplemental indentures to be entered
into from time to time in connection with each issue of Bonds (collectively, the "Bond
Documents").
In addition, we have relied upon existing laws, regulations, rulings and court decisions,
including, particularly, the Amended Final Judgment rendered on October 27, 2014, by the
Circuit Court of Leon County,Florida(the "Bond Validation Judgment").
Based upon the foregoing, it is our judgment that the Program Proceedings comply with
the Bond Validation Judgment and the Bond Documents.
JACKSONVILLE TALLAHASSEE TAMPA BAY WEST PALM BEACH
245 Riverside Ave.,Suite 150 315 South Calhoun St.,Suite 830 101 Riveriront Blvd.,Suite 620 515 North Flagler Dr.,Suite 1500
Jacksonville,Florida 32202 Tallahassee,Florida 32301 Bradenton,Florida 34205 West Palm Beach,Florida 33401
T:904.353.6410 1:850.222.5702 T:941.708.4040 T:561.640.0820
F:904.353.7619 F:850.224.9242 F:941.708.4024 F:561.640.8202
See Things Differently-
00651221-1 Page 530 of 1614 •
Page 2
April 26, 2016
Further, we acknowledge that the County will rely on this opinion in its decision to
execute the Party Membership Agreement and to become a member of the Authority.
Respectfully submitted,
Jo L. McWilliams, III
cc: Keith W. Davis, Esquire
Corbett, White, Davis & Ashton, P.A.
General Counsel to the Authority
00651221-1
Page 531 of 1614
1221 BROADWAY,4TH FLOOR,OAKLAND,CA 94612 1 puor,r:510.4S1-7900
RENEWABLE
FUNDING
Florida Green Finance Authority
•
Attention: Board Chair
500 Greynolds Circle
Lantana, Florida 33462
March., 2016
Re:Consent to Assignment of Administration Services Agreement
Dear Florida Green Finance Authority,
Reference is hereby made to that certain Amended and Restated Florida Green Energy Works Program
Administration Services Agreement,effective as of June 1,2015 (as may have been thereafter amended
or supplemented,the"Administrative Services Agreement"), between Florida Green Energy Finance
Authority(the"Authority")and EcoCity Partners,LLC("EcoCity"). Defined terms used herein but not
defined shall have the meanings set forth in the Administrative Services Agreement.
As you are aware, EcoCity was acquired by an affiliate of Renewable Funding LLC("Renew") in
September 2015. In connection with the integration of EcoCity's business into Renew,Renew desires to
assume the Administrative Services Agreement and all of EcoCity's rights and obligations thereunder.As
required by Section 9(g)of the Administrative Services Agreement,we hereby request the Authority's
consent to such assignment and assumption(the"Assignment"). Additionally,we request an
acknowledgement that the Services will hereafter be performed by Renew and its affiliates, in
accordance with the requirements of the Administrative Services Agreement.
Sincerely,
RENEWABLE FUNDING LLC
By:
Name: Francisco DeVries
Title:CEO
The undersigned hereby consents to the Assignment and acknowledges Renew as Administrator.
FLORIDA GREEN FINANCE AUTHORITY
By: ��. `�i � ✓
Name: bald kidter
Title: t Nk`a-W
Page 532 of 1614
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(Requestor's Name)
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Page 533 of 1614
In AT
CORPORA 1 E When you need ACCESS to the world
ACCESS,
INC. 236 East 6th Avenue.Tallahassee, Florida 32303
P.O.Box 37066(32315-7066) - (850)222-2666 or(800) 969-1666.Fax (850)222-1666
WALK IN
PICK UP: P--/
CERTIFIED COPY
PHOTOCOPY
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1. eneu;cb1e fm) LLC
(CORPORATE NAME AND DOCUMENT# J cry r.
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(CORPORATE NAME AND DOCUMENT#)
5.
(CORPORATE NAME AND DOCUMENT#)
6.
(CORPORATE NAME AND DOCUMENT#)
SPECIAL INSTRUCTIONS:
Page 534 of 1614
COVER LETTER
TO: Registration Section
Division of Corporations
Renewable Funding LLC
SUBJECT:
Name of Limited Liability Company
The enclosed'Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida,"Certificate of
Existence,and check are submitted to register the above referenced foreign limited liability company to transact business in Florida..
Please return all correspondence concerning this matter to the following: •
David Sykes
Name of Person •
Renewable Funding LLC
Finn/Company
1221 roadway.4th Floor
Address •
Oakland,.CA 94612 ,i
City/State and Zip Code ) •
_f'
-notices @renewfinanciai.com • =-L` c---s -11 s
Email address:(lobe used for future annual report notification) t f
•
For further information concerning this matter,please call: - '` '�
David Sykes 510 350-3706 1.p
at( 1 =i CD
Name of Contact Person Area Code Daytime Telephone Number a
MAILING ADDRESS: $TREET ADDRESS:
Division of Corporations Division of Corporations
Registration Section Registration Section
P.O.Box 6327 Clifton Building
Tallahassee,FL 32314 2661 Executive Center Circle
• Tallahassee,FL 32301
•
Enclosed is a check for the following amount:
D
S125.00 Filing Fee 0$130.00 Filing Tee& ❑$155.00 Filing•Fce& S160.00 Filing Fee,Certificate
Certificate of Status Certified Copy of Status'&Certified Copy
•
Page 535 of 1614
APPLICATION BY FOREIGN LIMITED LIABILITY COMPANY FOR AUTHORIZATION TO TRANSACT BUSINESS
IN FLORIDA
IN COMPLIANCE%VII SEC770N605C502,FIDRIAA STATUTES 71EFOLLOIVIAG LSSUBtifl17ED 7CJ REG,37ER A FOREIGN LIMITED LIABILITY
COMPANY1V7R4ZILTBUSWESS n'N71-1ESTA?EOFFLORIIA:
• 1 Renewable Funding LLC
(Name of Foreign Limited-Liability Company;must lucludelLlmiteWLiobilily Company.""l..L.C.;or"I.I.C.')
(If name unavailable,enter alternate name adopted for the purpose of transacting business in Florida.The alternate name must include"Limited
Liability Company.""L.L.C."or"LI.C.'1
2 California 263007423 3.
(Jurisdiction under the law ofwhich foreign-limited liability (FEI number,if applicable) •
company Is organized)
4. Not Applicable
(Date ilrst translated brininess in Florida,if prior to registration.)
(Sec sections 605.0904&605.0905,P.S.to determine penalty liability)
5. 1221 Broadway,4•th Floor
Oakland.CA 94612 —.c •
(Street Adarest of Principal ace) y"i t
6. 1221 Broadway,4th Floor 1t n _n
Oakland,CA 94612 n'.',; t r
(MaTngAddrotc� l "`' '`�
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7. Name and street address of Florida registered agent: (P.O.Box NOT acceptable) U
CI'Corporation System r• f;U
Name: _
1200 South Pine Island Road =l
Office Address: :7}
Plantation ,Florida 33324
(City) (Zip code)
Registered agent's acceptance;
having been named as registered agent and to accept.service of proc for Me above staled limited llabilly company al the place
designated in this app/lcado , hereby accept the appointment as rag stared agent and agree to act in this capacity, I farther agree
to canplywlth the provision all statutes relative to th roper and triplets, or sire of my duties,and!ant familiar with and
accept the obligations of my !Ion g ererl agent.
, Hassan!A.Conde
(Registered agent's signature) Spacial Assistant Secretary
1
8. The name,title or capacity and address of the person(s)who has/have authority to manage is/are: i
Katherine Mimi Frusha,Chief Operating Officer
1221 Broadway,4th Floor
Oakland,CA 94612
9.Attached is a certificate of existence,no more than 90 days old,duly authenticated by the official having custody of records in the
jurisdiction under the law of which it is organized.(lithe cortifi is in a foreign language,a translation of the certificate under oath
of the translator must be submitted) .
Kill-MPG/kV 2I--- --
Signature far authorized person
This document is executed in accordance with section 605.0203(1)(b),Florida Statutes.1 ran aware that any false information
submitted in a dolxunent to the Department of Slate constitutes a third degree felony as provided for In s.B 17.1 SS.F.S.
Katherine Mimi Frusha,Chief Operating Officer
Typed or printed name of signee
Page 536 of 1614
State of California
Secretary of State
•
CERTIFICATE OF STATUS
ENTITY NAME: RENEWABLE FUNDING LLC
FILE NUMBER: 200818010081
FORMATION DATE: 08/28/2008 .,..., '7'
TYPE: DOMESTIC LIMITED LIABILITY COMPANY r"
JURISDICTION: • CALIFORNIA
STATUS: ACTIVE (GOOD STANDING) cy>;-• 1 f—
(:l g„ •
I, ALEX PADILLA, Secretary of State of the State of California, hereby certify: ` �
The records of this office Indicate the entity Is authorized to exercise all of its power§',rightsand
privileges in the State of California.
No information is available from this office regarding the financial condition, business activities
or practices of the entity.
•
-----e.-t- OF ry� ,�
4.t•• ! �:: s)'f#,, IN WITNESS WHEREOF, I execute this certificate
/-44-
`"` �t# •._ .1'., and affix the Great Seal of the.State of California this
'0;:_,.�;�, f. �-,4�,, ` _ day of December 2, 2015.
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I,'''`Cq ,��F �`P: ALEX PADILLA
ti�;`\t 1 F O R-.
. Secretary of State
•
NP-25(REV 0112015) eAMS
Page 537 of 1614
RESOLUTION NO. 2016-04
A RESOLUTION OF THE BOARD OF SUPERVISORS OF
THE FLORIDA GREEN FINANCE AUTHORITY
RELATING TO ELECTRONIC MEETINGS; PROVIDING
FINDINGS OF FACTS; ESTABLISHING A PURPOSE;
PROVIDING DEFINITIONS; PROVIDING FOR NOTICE;
PROVIDING ADDITIONAL REQUIREMENTS FOR
ELECTRONIC MEETINGS; PROVIDING AN EFFECTIVE
DATE, AND FOR OTHER PURPOSES.
BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FLORIDA
GREEN FINANCE AUTHORITY,AS FOLLOWS:
SECTION 1. FINDINGS. The Board of Supervisors of the Florida Green Finance
Authority("Board") hereby finds as follows:
(A) Sec. 163.01(18) Florida Statutes, recently adopted by the Florida Legislature,
authorizes legal entities made up of public agencies located in at least five counties, at least three
of which are not contiguous, to conduct public meetings and workshops by way of
Communications Media Technology, as defined herein below.
(B) The Florida Green Finance Authority ("FGFA") meets the legislative criteria for
holding meetings by way of Communications Media Technology, in that it is currently
comprised of member public agencies located in at least five counties, three of which are not
contiguous.
(C) The Board desires flexibility in situations involving circumstances that may
prevent Board members from attending a meeting in person.
(D) Conducting meetings through use of Communications Media Technology will
ease the burden of Board members, customers, and the general public required to travel long
distances for meetings.
(E) Conducting meetings through use of Communications Media Technology will
prevent Board members, customers, and the general public from having to pay costs associated
with travel to and from FGFA Board meetings.
(F) It is in the best interest of the FGFA to allow meetings to be conducted using
Communications Media Technology.
SECTION 2. PURPOSE. The purpose of this Policy is to establish the procedures
through which the Board may conduct meetings using Communications Media Technology in
1
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accordance with the provisions of Section 286.011, Florida Statutes, and Section 163.10(18),
Florida Statutes,which authorizes the FGFA Board to conduct meetings in this manner.
SECTION 3. DEFINITIONS. The following terms shall have the following
meetings for purposes of this policy:
"Communications Media Technology" means electronic equipment including, but not
limited to, conference telephone, video conference, or other communications technology by
which all persons attending a public meeting or workshop may audibly communicate.
"Electronic Meeting" means a meeting conducted using Communications Media
Technology where one or more members of the FGFA Board are in attendance from a Remote
Location, and at which the public is able to attend and participate from a Remote Location.
"Remote Location" means any place other than a designated location for a Board meeting
where the Board, staff, consultants, or members of the public may have access to and participate
in a Board meeting.
SECTION 4. ELECTRONIC MEETINGS. In accordance with Florida law, the
FGFA Board hereby determines that it is appropriate to conduct Electronic Meetings using
Communications Media Technology so long as all requirements of this policy have been
satisfied.
SECTION 5. NOTICE.
(A) Prior to conducting an Electronic Meeting which is accessible from a Remote
Location, the Board shall include a statement in all meeting notices that such meeting will
involve the use of Communications Media Technology.
(B) Meeting notices for Electronic Meetings shall include a statement as to how
members of the public may attend and participate in the meeting from a Remote Location. The
notice shall also identify locations in each County where members of the public may utilize
Communications Media Technology to attend and participate in the Electronic Meeting.
SECTION 6. ADDITIONAL REQUIREMENTS. In addition to other meeting
requirements adopted by the FGFA Board, the following requirements and limitations apply to
Electronic Meetings:
(A) For any meeting or workshop of the Board, a quorum must exist at all times. A
quorum shall be deemed to exist so long as a majority of the membership of the FGFA Board is
participating in a Board meeting either in person at a designated meeting location or from a
Remote Location through use of Communications Media Technology.
Page 539 of 1614
(B) Communications Media Technology may not be used to conduct a public hearing
or any meetings authorized by Florida law to be exempt from Section 286.011, Florida Statutes.
Rather, Board members participating in these meetings must be physically present at the meeting
location designated for such meetings in the published meeting notice.
(C) All persons attending an Electronic Meeting of the Board shall have real time
audio contact, and may also have real time video contact with the Board members participating
in the meeting. Minor delays caused by use of the Communications Media Technology are
permissible.
(D) In the event the Communications Media Technology equipment used to allow
participation or attendance at a Board meeting fails, causing a lack of a quorum, no additional
business may be conducted until the quorum is reconstituted.
(E) Votes taken in Electronic Meetings shall be by roll call with each Board member
audibly verbalizing their vote.
SECTION 7. EFFECTIVE DATE. This Resolution shall be effective upon its
approval by the FGFA Board of Supervisors.
PASSED AND DULY ADOPTED at the meeting of the Board of Supervisors of the
Florida Green Finance Authority on the' day of April, 2016.
FLORIDA GREEN FINANCE AUTHORITY
By: 9&�c I
Chairman
3
Page 540 of 1614
Boutsis, Eve
From: Devesh Nirmul <dnirmul @renewfinancial.com>
Sent: Tuesday, August 16, 2016 9:34 PM
To: Tonioli; Flavia
Subject: Renew Financial's Responses to Latest Round of MB's Clarifying Questions
Attachments: FGFA Res 2016-04 Relating to Electronic Meeting Requirements-3.pdf
Follow Up Flag: Follow up
Flag Status: Flagged
Hi Flavia, here are our responses to the questions you sent this morning. We are looking for additional
supporting information from the city on Q2.
1) Miami Beach: PACE Board interlocal says quorum can be by media, not person. For quorum purposes
(and board members are governmental entities), the person should be present to be in compliance with a
public meeting.
Florida Statutes section 163.01(18), included below, provides express authority for the Florida Green Finance
Authority, a separate legal entity created under 163.01(7), F.S., having members in at least five counties, three
of which are not contiguous, to establish a meeting quorum using participation through electronic
communications media.
163.01(18) Any separate legal entity created under subsection (7) which has member public agencies
located in at least five counties, of which at least three are not contiguous, may conduct public meetings
and workshops by means of communications media technology. The notice for any such public meeting
or workshop shall state that the meeting or workshop will be conducted through the use of
communications media technology; specify how persons interested in attending may do so; and provide
a location where communications media technology facilities are available. The participation by an
officer, board member, or other representative of a member public agency in a meeting or workshop
conducted through communications media technology constitutes that individual's presence at such •
meeting or workshop. As used in this subsection, the term "communications media technology" means
conference telephone, video conference, or other communications technology by which all persons
attending a public meeting or workshop may audibly communicate.
Please see the attached Resolution No. 2016-04 approved by the Florida Green Finance Authority Board of
Supervisors, formally adopting a Remote Meetings Policy consistent with this statute.
2) Miami Beach: Other PACE programs completely indemnify the City(regarding the limits of liability section
of the interlocal). In sub (b), each has to defend any action against its agency.Would RenewPACE completely
indemnify the City? Is this mentioned in any sections of the interlocal?
•
Please send us the specific indemnification language you would like included. We have negotiated this type of
language with other local governments, treating this as a routine amendment to their Party Membership
Agreements. Particular indemnification language is included in the Party Membership Agreement, rather than
the Interlocal Agreement, because it is individualized to the local government.
Page 541 of 1614
3) Other PACE programs do not require the City to have/maintain our own insurance; they provide the insurance.
Would RenewPACE provide the insurance?
Per Sections 6 (b) and (c) of our Second Amended and Restates Interocal Agreement, insurance is maintained
for the Florida Green Finance Authority. We also reviewed the documents recently executed between Ygrene
and the City of Miami Beach and the Florida PACE Funding Agency and the City of Miami Beach
(at http://w\ww.miamibeachfl.gov/cityclerhdm4endaitemlist.aspx?Id50-6961& I itle=A2enda), and we saw the
following provisions:
o Section 15 of Ygrene's Amended and Restated Interlocal Agreement states that "the Parties shall
each individually maintain throughout the term of this Interlocal Agreement any and all applicable
insurance coverage required by Florida law for governmental entities." We are unclear on other
sections or paragraphs, from Ygrene's Membership Agreement or Amended Interlocal Agreement,
regarding insurance to, or for, the local government.
® We cannot find a reference to insurance coverage in the Florida PACE Funding Agency's
subscription agreement with the City of Miami Beach, although we may have missed it.
There may have been other documents from these two PACE providers that the City reviewed and found
language regarding insurance requirements, but we are unclear what those other provisions are, so please
provide if we missed something in our review.
Let us know if you have any other questions and thanks again for keeping the communication going on this!
Best,
Devesh Nirmul LEED AP O+M I CEM I CSDP
Senior Director
Renew Financial
813-230-7704
dnirmul@renewfinancial.com
renewfinancial.com
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