Agenda 07/11/2017 Item #16A24Proposed Agenda Changes
Board of County Commissioners Meeting
July 11, 2017
Move Item 17C to Item 9B and revise title to read: Recommendation to adopt an ordinance to establish a
pilot program in Immokalee allowing the payment of impact fees by an installment program, as a
voluntary alternative to paying the fees in a single, up -front payment with a delayed effective date of
October 1, 2017. (Commissioner Taylor’s request)
Move Item 16A24 to Item 11G: Recommendation to approve a
resolution establishing the Property Assessment Clean Energy (PACE)
program within the unincorporated areas of Collier County for residential,
commercial, and industrial properties and approve a standard form
membership agreement with PACE providers. (Commissioner Taylor’s
request)
Move Item 16A21 to Item 11H: Recommendation to approve a resolution that approves a membership
agreement between Collier County and the Green Corridor Property Assessment Clean Energy District
to administer a Property Assessed Clean Energy (PACE) program within the unincorporated area of
Collier County, an indemnification agreement between Collier County and Ygrene Energy Fund Florida
LLC third party administrator, and the original interlocal agreement and authorize the chairman of the
Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request)
Move Item 16A22 to Item 11I: Recommendation to approve a resolution that approves a
membership agreement between Collier County and the Florida Green Finance Authority to administer a
Property Assessed Clean Energy (PACE) program within the unincorporated area of Collier County, an
indemnification agreement between Collier County and Renew Financial Group LLC, third party
administrator, and authorize the chairman of the Board of County Commissioners to sign these agreements.
(Commissioner Taylor’s request)
Move Item 16A23 to Item 11J: Recommendation to approve a resolution that approves a membership
agreement between Collier County and the Florida Resiliency and Energy District, a Property Assessment
Clean Energy District, to administer a Property Assessed Clean Energy (PACE) program within the
unincorporated area of Collier County, an indemnification agreement between Collier County and
Renovate America Inc., third party administrator, an indemnification agreement between Collier County
and Florida Development Finance Corporation, an administrator, and authorize the chairman of the
Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request)
Withdraw Item 16F2: Recommendation to approve the First Amendment to the Fiscal Year 2017
Agreement between Economic Incubators, Inc. and the Board of County Commissioners to provide start
up and operational funding for the Florida Culinary Accelerator @ Immokalee and authorize a budget
amendment of $137,965. (Staff’s request)
Withdraw Item 16G1: Recommendation to approve a Collier County Airport Authority Standard Form
Lease and Addendum with Economic Incubators, Inc. at the Immokalee Regional Airport. (Staff’s
request)
Note:
Item 16A9 title should read: Recommendation to approve and execute a Local Agency Program
Agreement with the Florida Department of Transportation in which Collier County would be reimbursed
up to $1,024,273 for the construction and construction engineering inspection (CEI) of turn lane extensions
and restriping at the intersections of Pine Ridge Road and Logan Boulevard, and Pine Ridge Road and CR
31(Airport - Pulling Road) and to authorize the necessary budget amendment (Project # 33524), FPN
435176-1- FPN 433176-1/58/68. (County Attorney’s request)
Item 16D2 title should read: Recommendation to award Invitation to Bid No. 17-7139 to Infinite
Construction, LLC, for the Ann Olesky Park Pier Replacement, in the amount of $437,736.94, plus
$5,000 for County permitting fees for a total of $442,736.94, and authorize the necessary budget
amendment, and make a finding that this expenditure promotes tourism. (Staff’s request)
Time Certain Items:
Item 8A to be heard at 1:30 p.m.
Item 10A will be heard after Item 7-Public Comment
7/20/2017 11:21 AM
07/11/2017
EXECUTIVE SUMMARY
Recommendation to approve a resolution establishing the Property Assessment Clean Energy
(PACE) program within the unincorporated areas of Collier County for residential, commercial,
and industrial properties and approve a standard form membership agreement with PACE
providers.
OBJECTIVE: To approve the establishment of a Property Assessment Clean Energy (PACE) program
within the unincorporated areas of Collier County for residential, commercial, and industrial properties.
CONSIDERATIONS: In 2010, the State of Florida passed its PACE enabling statute, F.S. Section
163.08, in an effort to promote energy efficiency, renewable energy, and wind resistance/hardening
measures for residential, commercial, and industrial buildings throughout the State of Florida.
The PACE program is a method of public financing designed to have “qualifying improvements” paid for
through a special tax assessment, on the property, which would allow project expenditures to be spread
out over a term of up to 30 years and repaid as a part of a property owner’s tax bill. As outlined in Section
163.08(2)(b), Florida Statutes, eligible PACE improvements are limited to: energy efficiency (including
electric vehicle charging equipment), renewable energy equipment, and win d resistance/hurricane
mitigation measures.
PACE financing is a land-secured assessment that property owners voluntarily undertake in order to
secure 100% up-front financing of a qualifying improvement, which includes fees and interest over the
term of the PACE assessment. PACE loans are unique in that they take priority over other traditional
liens, regardless of the date the prior liens were recorded.
In addition to economic and property value benefits, PACE also presents benefits in terms of resource
conservation, environmental protection, and hurricane preparedness. By removing barriers to
implementation of energy efficiency and renewable energy projects, PACE could result in decreased use
of energy and a shift to cleaner energy sources, decreasing air pollutants, and greenhouse gases. Florida’s
inclusion of resiliency projects in the list of eligible types could also increase the number of properties
with hurricane preparedness improvements.
Local governments created by interlocal agreement in accordance with Section163.01 (7), F.S. are
hereinafter referred to as “Pace Providers”.
Collier County’s role in offering PACE in the unincorporated areas of Collier County would be to:
- Join as a party to existing interlocal agreements, if required by the interlocal agreement, to allow
the PACE Provider to offer the PACE program in Collier County
- Enter into membership agreements with PACE providers, authorizing them to administer a PACE
program within the unincorporated areas of Collier County;
- Authorize the levy of a non-ad valorem assessment by the PACE Provider or another
governmental entity in accordance with the existing interlocal agreement and
- If PACE Providers elect to use a third-party administrator, the County will require execution of
an indemnification agreement by the third-party administrator.
Multiple PACE Providers
Staff recommends a multiple Pace Provider platform where more than one Pace Provider can serve the
same geographical area of unincorporated Collier County. The goal of this format is to increase options
and encourage competition between the third-party administrators. Differences between third-party
07/11/2017
administrators have been seen in the level of customer service and contractor engagement, as well as in
the terms and consumer protections being offered. Staff recommends the multi-Pace Provider approach
because it would allow property owners to determine which program is best suited to their needs.
Attached, as part of this item, is the standardized form membership agreement that sets forth the terms
and conditions for the Collier County PACE program. Staff will bring back a membership agreement for
Board approval for each PACE Provider that will offer PACE financing in Collier County. However, the
standard form membership agreement will need to be revised slightly to address differences in the terms
of the existing interlocal agreements for each Pace Provider, while keeping the substance of the
membership agreement essentially the same where there is no conflict between the standard form
membership agreement and the existing interlocal agreement.
FISCAL IMPACT: A PACE program would not have a current or future financial impact on the County
budget. It is the responsibility of the PACE Provider and Third Party Administrator to secure the private
financing necessary for the implementation of the program and they are responsible for recovering any
losses in the event of defaults on the assessments. They cover the costs of collecting the assessments and
administrative costs through their fees and interest rates. There will be limited County staff involvement
with launching this program and providing oversight to its implementation.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
action.
LEGAL CONSIDERATIONS: This item is approved as to form and legality. A majority vote is
required for Board approval. -- HFAC
RECOMMENDATION: To approve a resolution that adopts the PACE program with a multiple PACE
provider approach allowing third-party administrators to implement and administer a PACE program for
residential, commercial, and industrial properties, and approve a standard form membership agreement
for the PACE program.
Prepared By: Gino Santabarbara, Principal Planner; Capital Project Planning, Impact Fees and Program
Management Division
ATTACHMENT(S)
1. Resolution - 060717 (PDF)
2. Membership agreement - 060717 (PDF)
07/11/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.24
Doc ID: 3132
Item Summary: Recommendation to approve a resolution establishing the Property Assessment
Clean Energy (PACE) program within the unincorporated areas of Collier County for residential,
commercial, and industrial properties and approve a standard form membership agreement with PACE
providers.
Meeting Date: 07/11/2017
Prepared by:
Title: Senior Grants and Housing Coordinator – Capital Project Planning, Impact Fees, and Program
Management
Name: Gino Santabarbara
05/01/2017 2:17 PM
Submitted by:
Title: Division Director - IF, CPP & PM – Capital Project Planning, Impact Fees, and Program
Management
Name: Amy Patterson
05/01/2017 2:17 PM
Approved By:
Review:
Growth Management Department Judy Puig Level 1 Division Reviewer Completed 05/01/2017 2:47 PM
Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 05/01/2017 3:18 PM
Growth Management Department Gino Santabarbara Level 2 Division Administrator Skipped 05/01/2017 2:40 PM
Growth Management Department James French Additional Reviewer Completed 05/01/2017 6:43 PM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 05/02/2017 8:05 AM
Budget and Management Office Mark Isackson Additional Reviewer Completed 05/02/2017 9:34 AM
County Attorney's Office Heidi Ashton-Cicko Additional Reviewer Completed 05/25/2017 4:00 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/03/2017 8:24 AM
County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 07/03/2017 9:41 AM
Board of County Commissioners MaryJo Brock Meeting Pending 07/11/2017 9:00 AM
RESOLUTION NO. 2017 -
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
ESTABLISHING THE PROPERTY ASSESSMENT CLEAN
ENERGY (PACE) PROGRAM WITHIN THE
UNINCORPORATED AREA OF COLLIER COUNTY, AND
APPROVING A STANDARD FORM AGREEMENT WITH PACE
PROVIDERS.
WHEREAS, individual residents of Collier County may wish to improve energy
efficiency, install energy improvements or retrofits, wind resistance/wind hardening measures,
and improve water conservation for residential, commercial or industrial properties; and
WHEREAS, one way to facilitate such improvements to real property is through a
Property Assessment Clean Energy (PACE) financing program pursuant to Section 163.08,
Florida Statutes; and
WHEREAS, a PACE financing program is a financing structure by which commercial or
residential property owners may voluntarily opt into a special assessment district to receive a
loan to finance energy improvements and retrofits, where those loans are repaid through an
annual assessment on the property owner's property tax bill; and
WHEREAS, a number of entities created, pursuant to Section 163.01 (7) Florida Statutes,
may be interested in operating a PACE program within Collier County, and the County may not
need to limit the number of PACE providers operating within the County; and
WHEREAS, having a number of different providers that operate PACE programs in
Collier County may foster competition and provide more choices to property owners; and
WHEREAS, PACE providers that have been created under Section 163.01(7) Florida
Statutes are considered local governments, and the County may select from those PACE
providers and enter into agreements with the selected providers, without proceeding with a
solicitation; and
WHEREAS, such County agreements with PACE providers shall include County
requirements and protections; and
WHEREAS, such County agreements with PACE providers shall also require PACE
providers to acknowledge the County's role in authorizing PACE in unincorporated Collier
County, while still making it clear to consumers that the County is not operating any PACE
program; and
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that:
1. The Board approves the establishment of a PACE program within the unincorporated
area of Collier County for residential, commercial and industrial properties.
2. It is the intent of this Board to enter into agreements with multiple PACE providers,
specifically entities created pursuant to Section 163.01(7), Florida Statutes, who may
wish to operate a PACE program within Collier County to foster competition and create
additional choices for property owners.
3. The Board approves the standard form membership agreement attached as Exhibit A to
this Resolution and directs staff to bring back executed membership agreements
substantially in the form attached as Exhibit A.
BE IT FURTHER RESOLVED that this Resolution be recorded in the minutes of this
Board and filed with the County Clerk's Office.
This Resolution adopted after motion, second and majority vote favoring same this
day of , 2017.
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA,
IM
, Deputy Clerk
Approved as to form and legality:
Heidi Ashton-Cicko U\
Managing Assistant County Attorney
Penny Taylor, Chairman
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STANDARD MEMBERSHIP AGREEMENT BETWEEN
AND COLLIER COUNTY
This Agreement ("the Agreement") is entered into this day of , 2017 by and between the
, a public body corporate and politic (the "Authority") created as a
separate legal entity pursuant to Section 163.01(7), Florida Statutes, and Collier County, a political
subdivision of the State of Florida (the "County" or "Collier County") (collectively, the "Parties") for the
purpose of providing a Property Assessed Clean Energy ("PACE") program within Unincorporated Collier
County.
NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set
forth, the Parties agree as follows:
1. Purpose. The purpose of this Agreement is to facilitate the financing of qualifying improvements
through a PACE program, in accordance with Section 163.08, Florida Statutes, for County
property owners within Unincorporated Collier County, including residential, commercial, and
industrial properties.
2. Qualifying Improvements. The Authority may provide "Qualifying Improvements" to real
property within Unincorporated Collier County, in accordance with Section 163.08, Florida
Statutes, and subject to the terms of this Agreement, as well as applicable federal, state, and
County law.
3. Financing Agreement. Before extending any financing or subjecting any participating real
property within the County, to the non -ad valorem special assessment authorized therein, the
Authority shall, on a non-exclusive basis pursuant to the Section 163.08, Florida Statutes and
this Agreement, enter into a Financing Agreement with properly owner(s) within
Unincorporated Collier County who qualify for financing through the Authority. This Financing
Agreement shall include a thorough explanation of the PACE financing process and specify at
what point in the process the special assessment will be added to the property's owner's
property taxes (after completion of the project(s), permit approval, and approval by the
property owner).
4. Assessment by Authority. The Parties acknowledge and agree that the non -ad valorem
assessments arising from a property owner's voluntary participation in the PACE Program are
imposed by the Authority and not by the County.
5. Agreements with Tax Collector and Property Appraiser. This Agreement shall be subject to the
express condition precedent that Authority enter into separate agreement(s) with the tax
collector and the property appraiser which shall provide for the assessment and collection of
any non -ad valorem special assessments imposed by the Authority and establish Cost Recovery
Reimbursements to the Collier County Tax Collector and Collier County Property Appraiser (if
any) to be charged for the collection and/or handling of those non -ad valorem assessments.
Additionally, the Parties agree that the Property Appraiser's and Tax Collector's assessment,
collection, and distribution of any such non -ad valorem assessments imposed by the Authority
are purely ministerial acts.
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6. Non -Exclusive. The Program is non-exclusive, meaning the County specifically reserves the right
to authorize other entities to provide a similar program under Section 163.08, Florida Statutes;
or create its own program under Section 163.08; Florida Statutes.
7. Boundaries of for Program. For purposes of the PACE Program authorized by this Agreement,
the boundaries of the Authority shall include the legal boundaries of Unincorporated Collier
County, which boundaries may be limited, expanded, or more specifically designated from time
to time by the County by providing written notice to the Authority.
8. Properties. Within the Unincorporated area of Collier County, residential, commercial, and
industrial properties may be eligible.
9. PACE program guidelines and other materials. All PACE materials for use within Unincorporated
Collier County, or otherwise related to this Agreement, including but not limited to program
guidelines, rules, consumer agreements, consumer financing agreements, and promotional
materials, shall be fully consistent with the Collier County Land Development Code, Collier
County Code of Laws and Ordinances, and Collier County resolutions, all of which may be
amended from time to time, and with this Agreement and applicable federal and state laws. The
Authority acknowledges and agrees that PACE materials for use within Unincorporated Collier
County, or otherwise related to this Agreement, shall be modified accordingly and reviewed on
a continuing basis for consistency with applicable County, state and federal laws. It shall be the
obligation of the Authority to establish and maintain such consistency. County shall provide
written notice to the Authority of any proposed legislative changes to the PACE program via
electronic transmission or US Mail no later than five (5) days prior to the public hearing on the
proposed legislative changes.
10. Local program Guidelines. The Parties agree that the County may in the future implement its
own local program guidelines or affirmatively modify the program guidelines to be utilized in
Unincorporated Collier County. If the County decides to exercise these rights, it shall give sixty
(60) days written notice to the Authority. Any such local program guidelines can be amended
and changed only by resolution of the Board of County Commissioners. The County may adopt
more restrictive guidelines than those of the Authority. Notwithstanding anything stated herein
to the contrary, the PACE materials, including the Authority's program guidelines, shall be fully
consistent with applicable County, state and federal laws.
11. Prepayment penalties. The Authority shall not charge or impose a prepayment penalty on
residential property. To the extent that the Authority may charge or impose prepayment
penalties, for commercial and industrial properties, the Authority may not allow or charge any
prepayment penalties except in the case when an assessment is paid off in full within five (5)
years after the effective date of financing agreement with the property owner. Where the
Authority may charge or impose prepayment penalties for commercial and industrial properties,
the Authority shall offer and inform property owners of the Authority's hardship exception, for
instances where a commercial and industrial property owner becomes disabled or deceased.
Any such prepayment penalties, as well as information about the hardship exception, shall be
clearly disclosed within all property owner financing agreements and in all PACE materials,
including but not limited to program guidelines, program rules, consumer agreements, and
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consumer informational documents. For commercial and industrial properties, prepayment
penalties may be charged or imposed by the Authority to the extent permitted by law.
12. Disclosures. The PACE materials, including but not limited to the Financing Agreement with the
property owner, consumer agreement, and program guidelines, shall clearly disclose, in plain
language, the fixed interest rate to be charged, including points, as well as any and all fees or
penalties, that may be separately charged to the property owner, including prepayment
penalties for commercial and industrial properties, and potential late fees. To the extent that
additional fees are not specifically disclosed in a written agreement with the properly owner,
the subsequent charging or collecting of any such additional fees by the Authority or its agents,
administrators, or subcontractors shall be prohibited. The Authority shall place the following
sentence or similar language (without the County's logo) on all customer communications and
agreements:
Please be aware that Collier County government is not operating or administering the
PACE program in any way. All contractual PACE agreements are between property
owners and the Authority, a non -County entity. All questions and concerns about this
PACE Program should therefore be addressed to: [Authority contact / remedy
information].
13. Consumer Assistance. In order to assist those persons who may have difficulty reading or
understanding the PACE materials, such as the Financing Agreement, program guidelines and
other consumer agreements, the Authority shall provide optional one-on-one assistance
regarding the Authority Program, program terms, program process, program documents, and all
other pertinent information. Information regarding this option for personal assistance shall be
printed in English, Spanish, and Haitian Creole on PACE promotional materials.
14. Disclosures related to lenders. While the Authority will provide required forms for lender
notification, the Authority shall make clear that the ultimate responsibility for addressing issues
with existing lenders remains with property owners. A statement to this effect should be placed
in the PACE materials, including all agreements with the property owner. In addition, the PACE
materials, including all agreements with the property owners, shall include a statement that
strongly urges the property owner to increase monthly escrow immediately after financing is
released.
15. Administrative Fees. The County may impose administrative fees to cover the County's
administrative costs related to this Agreement. Such administrative fees may be established by
the Collier County Board of County Commissioners, by separate action, and shall be charged to
the Authority. The County shall provide written notice to the Authority of any proposed
legislative changes to the PACE program via electronic transmission or US Mail no later than five
(5) days prior to the public hearing on the proposed legislative changes.
16. Responsibilities of the Authority. The Authority shall be solely responsible for all matters
associated with origination, funding, financing, and administration of each of the Authority's
authorized non -ad valorem assessments, including responding to any complaints or inquiries by
participants, tax certificate holders, lenders or others relating to the special assessments, the
financing agreements, the qualifying improvements, or any other aspect of the Program.
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17. Survival of Assessments. During the term of this Agreement, the Authority may, on a non-
exclusive basis, levy voluntary non -ad valorem special assessments on participating properties
within the boundaries of Unincorporated Collier County to help finance the costs of Qualifying
Improvements for those individual properties. Those properties receiving financing for
Qualifying Improvements shall be assessed from time to time, in accordance with Section
163.08, Florida Statutes, and other applicable law. Notwithstanding termination of this
Agreement or notice of a change in boundaries by County as provided for herein, 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.
18. Term. This Agreement shall remain in full force and effect from the date of its execution by both
Parties. Any Party may terminate this Agreement for convenience upon ninety (90) days prior
written notice ("Termination Notice"). Beginning on the date the Authority receives a
Termination Notice from the County ("Termination Date"), the Authority shall not approve any
new applications affecting property within the legal boundaries of the Unincorporated Collier
County referenced in the Termination Notice. Notwithstanding termination of this Agreement,
however, property owners whose, applications were approved prior to the Termination Date,
and who received funding through the Program, shall continue to be a part of the Authority, for
the sole purpose of paying their outstanding debt, until such time that all outstanding debt has
been satisfied.
19. Kick -Back Policy. PACE programs shall have and shall strictly enforce anti -kickback policies and
procedures that prohibit direct financial or other monetary incentives to contractors in
exchange for or related to such contractor being awarded work under a PACE program,
excepting payment for the contractor's installation of eligible improvements.
20. Termination for cause. In the event that Collier County determines that the Authority has
violated any of the terms of this Agreement, the County shall terminate this Agreement for
cause via written notice to the Authority.
21. Consent. This Agreement, together with the resolution by the Collier County Board of County
Commissioners approving this Agreement, shall be considered the Parties consent to authorize
the Authority within Unincorporated Collier County, as required by Section 163.08, Florida
Statutes.
22. County Coordinator, The County Manager or his/her designee shall serve as the County's
primary point of contact and coordinator.
23. County Responsibility. Collier County shall have no responsibility for the payment of Authority
fees or the Authority's third party administrator fees, of any kind, including but not limited to
termination fees, Opt -in fee, maintenance fee, or Opt -out fees. In the event that fees become
due, the Authority shall pay any and all associated costs within 30 calendar days. If Authority
membership is required, County shall also be a non-voting member of the Authority.
24. Carbon or Similar Credits. In the event that the Financing Agreement or any other PACE
agreement with the property owner provides for transfer of any carbon or similar mitigation
credits derived from Qualifying improvements to the Authority, any such carbon or similar
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mitigation credits derived from Unincorporated Collier County, shall be shared in equal parts
between the Authority and Collier County.
25. Contingency Plans. In the event that Florida's PACE statute is found to be unlawful, struck down
by a court, or if the PACE assessments are determined by a court to not be special assessments,
the Authority agrees and acknowledges that Collier County may not be able to place PACE
assessments on the tax rolls or collect PACE assessments, and that such a determination shall be
made in the sole discretion of Collier County.
26. Bonds. The Authority is not authorized to issue bonds, or any other form of debt, on behalf of
Collier County. To the extent that the Authority issues bonds under its own authority in
connection with this Agreement, the pledge will be based on the PACE assessments, and the
County shall not be obligated in any way. For any such bonds, the bond disclosure document, if
any, shall include references to the fact that Collier County is not an obligated party.
27. Opinion of Bond Counsel. Prior to the effective date of this Agreement, the Authority shall
deliver to the County an "Opinion of Bond Counsel" stating that, based on counsel's review of
the bond validation judgment and the underlying bond documents, the Program's structure
complies with the bond validation judgment and the underlying bond documents. The Authority
acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to
execute this Agreement.
28. Resale or Refinancing of a Property. The Authority recognizes that some lenders may require full
repayment of the Program's non -ad valorem assessments upon resale or refinancing of a
property. The Authority agrees to provide written disclosure of this matter in all PACE materials,
including, but not limited to, the Financing Agreement with the property owner, consumer
agreement, program guidelines, and promotional materials.
29. Agents of Authority. The Authority shall ensure that its agents, administrators, subcontractors,
successors, and assigns are, at all times, in compliance with the terms of this Agreement and
applicable County, state and federal laws. County shall provide written notice to the Authority of
any proposed legislative changes to the PACE program via electronic transmission or US Mail no
later than five (5) days prior to the public hearing on the proposed legislative changes.
30. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been
given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by
written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is
intended, at the place specified. For the present, the Parties designate the following as the
respective places for notice purposes:
If to the Authority:
(Insert contact information)
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If to County:
County Manager
3299 Tamiami Trail East, Suite 202
Naples, FL 34112
With a copy to:
County Attorney
3299 Tamiami Trail East, Suite 800
Naples, FL 34112
31. Amendments. No modification, amendment or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document prepared with the same or
similar formality as this agreement and executed by the Collier County Board of County
Commissioners and the Authority.
32. Joint Effort. This Agreement has been a joint effort of the Parties hereto and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely
against one of the Parties than the other.
33. Merger. This Agreement represents the final and complete understanding of the Parties
regarding the subject matter hereof and supersedes all prior and contemporaneous
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.
34. Assignment. The respective obligations of the Parties set forth in this Agreement shall not be
assigned, in whole or in part, without the written consent of the other Party hereto.
35. Third Party Beneficiaries. Neither the County nor the Authority intends to directly or
substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that
there are no third party beneficiaries to this Agreement and that no third party shall be entitled
to assert a right or claim against either of them based upon this Agreement.
36. Records. The Parties shall each maintain their own respective records and documents associated
with this Agreement in accordance with the requirements for records retention set forth in
Chapter 119, Florida Statutes.
37. Severability. In the event a portion of this Agreement is found to be unenforceable by a court of
competent jurisdiction, that part shall be deemed severed from this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect.
38. Administrator Indemnification. Any and all administrators of the Authority shall be required to
execute a separate indemnification agreement with the County. The Authority acknowledges
and agrees that as of the execution of this Agreement, is the
only administrator for the Authority, and that has
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executed the separate indemnification agreement with Collier County for the benefit of the
County. If the Authority changes its administrator, the Authority shall ensure that any and all
administrators also provide the County with a separate indemnification agreement, on a form to
be approved by the County Attorney's Office, within 10 business days of assuming
administrative responsibilities for the Authority.
39. Effective Date. This Agreement shall become effective upon the execution by both Parties
hereto.
40. Law, Jurisdiction, and Venue. This Agreement shall be interpreted and construed in accordance
with and governed by the laws of the state of Florida. The Parties agree that the exclusive venue
for any lawsuit arising from, related to, or in connection with this Agreement shall be in the
state courts of the Twentieth Judicial Circuit in and for Collier County, Florida, the United States
District Court for the Middle District of Florida or United States Bankruptcy Court for the Middle
District of Florida, as appropriate.
41. Indemnification. To the maximum extent permitted by Florida law, the Authority shall indemnify
and hold harmless Collier County, its officers, agents and employees from any and all claims,
liabilities, damages, losses, costs, and causes of action which may arise out of an act, omission,
including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the Authority or
any of its agents, officers, servants, employees, contractors, patrons, guests, clients, licensees,
invitees, or any persons acting under the direction, control, or supervision of the Authority in
the performance of this Agreement. This indemnification obligation shall not be construed to
negate, abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph. The Authority shall pay all claims and
losses of any nature whatsoever in connection therewith and shall defend all suits in the name
of Collier County and shall pay all costs (including attorney's fees) and judgments which may
issue thereon. This Indemnification shall survive the termination and/or expiration of this
Agreement. This section does not pertain to any incident arising from the sole negligence of
Collier County. The foregoing indemnification shall not constitute a waiver of sovereign
immunity beyond the limits set forth in Section 768.28, Florida Statutes. This Section shall
survive the expiration of termination of this agreement.
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7
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
Attest COLLIER COUNTY, FLORIDA
Dwight E. Brock, Clerk
By: By:
Witness Name
Name and Title Title
By:
Name
Title
Approved as to form and legality:
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