Backup Documents 09/26/2017 Item #16A45 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAT1R6 A
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the CountyAttorne Of ice
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Gino Santabarbara Capital Project Planning, Impact GS 9.25.2017
Fees & Program Management
2 County Attorney Office County Attorney Office
3. BCC Office Board of County Commissioners ti�
X2:1
4. Minutes and Records Clerk of Court's OfficevJ
PRIMARY CONTACT INFORMATION "�t
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Gino Santabarbara,Capital Project Phone Number 252-2925
Contact/ Department Planning, Imp ct Fees& Program
Managemen
Agenda Date Item was 9.26.17 Agenda Item Number 16A45
Approved by the BCC
Type of Document Resolution,Membership Agreement, Number of Original kcco t VA"C.1 w` } Zd
Attached Indemnification Agreement Documents Attached m'`'"}x•>h`,p.
PO number or account N/A ec((t..¢,..z ^,t'
number if document is • tC a.A� ,�,Fwt �`� trek-- e.,ri s h`P Cc ''
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to be recorded (�V� )~ S `c C n J n tf‘'
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INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? crErN i✓ �
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be GS
signed by the Chairman,with the exception of most letters,must be reviewed and signed ,
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the GS
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's GS
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 9.26.17 and all changes made during the GS
meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made,and the document is ready fort
Chairman's signature.
1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
RESOLUTION NO. 2017- 1 5 3 1 6 A 4
RESOLUTION APPROVING AGREEMENT BETWEEN V H
COLLIER COUNTY AND FLORIDA PACE FUNDING
AGENCY FOR PROPERTY ASSESSED CLEAN ENERGY
(PACE) WITHIN THE UNINCORPORATED AREA OF
COLLIER COUNTY; APPROVING INDEMNIFICATION
AGREEMENT BETWEEN COLLIER COUNTY AND
COUNTERPOINTE ENERGY SOLUTIONS (FL), LLC FOR
THE BENEFIT OF COLLIER COUNTY; AND
AUTHORIZING THE CHAIRMAN OF THE BOARD OF
COUNTY COMMISSIONERS TO EXECUTE THESE
AGREEMENTS.
WHEREAS, in Resolution No. 2017-130, this Board approved the establishment of the
PACE program within the unincorporated area of Collier County, and approved a standard form
agreement with PACE providers; and
WHEREAS, the attached agreements between Collier County and the Florida Pace
Funding Agency ("Authority") and between Collier County and Counterpointe Energy Solutions
(FL), LLC, as the third party administrator for the Authority, have been recommended for
approval by the County Manager or County Manager's designee.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that:
1. This Board hereby approves the agreement between Collier County and Florida Pace
Funding Agency (Exhibit A), and the agreement between Collier County and
Counterpointe Energy Solutions (FL), LLC, as the third party administrator of Florida
Pace Funding Agency (Exhibit B), and this Board authorizes the Chairman to execute
the above-mentioned agreements.
2. This Board authorizes the Chairman to execute agreements with future administrators
of Florida Pace Funding Agency, to provide that such future administrator of Florida
Pace Funding Agency shall indemnify and hold harmless Collier County.
BE IT FURTHER RESOLVED that this Resolution be recorded in the minutes of this
Board and filed with the County Clerk's Office.
[17-IM P-00197/1353848/1]15
Florida Pace Funding Agency Resolution
Page 1 of 2
7/26/17
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This Resolution adopted after motion, second and majority vote favoring same this
t` day of cep4-cAitl , 2017.
ATTEST: ' BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK COLLIE' JO. TY, FLORIDA,
- 4 By: -
D-jjkty Clerk Penny Tr, Chai
Atest as tochairhi n s
Approves as to 'cX-'m and legality:
Ozt, 4 00
Heidi Ashton-Cicko
Managing Assistant County Attorney
Attachments: Exhibit A-Membership Agreement
Exhibit B -Indemnification Agreement with Third Party Administrator
item* I�Q
Agendact
Date4111•••••••••••••........
Date• d 6/. —r
•
seputy
[17-IMP-00197/1353848/1115
Florida Pace Funding Agency Resolution Page 2 of 2
7/26/17
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1 6 A45
AGREEMENT BETWEEN COUNTERPOINTE ENERGY SOLUTIONS (FL) LLC,
THIRD PARTY ADMINISTRATOR FOR THE FLORIDA PACE FUNDING AGENCY,
AND COLLIER COUNTY
Z(.u',
This Agreement(this "Agreement") is entered into this t ;ay of "►.� , 2017
by and between Counterpointe Energy Solutions (FL) LLC, the third party .4 inistrator of the
Florida PACE Funding Agency, and Collier County, a political subdivision of the State of Florida
(the "County") (collectively,the"Parties").
WHEREAS, Collier County and the Florida PACE Funding Agency have proposed to
enter into an a eement to authorize the Florida PACE Funding Agency to operate within the
boundaries Unincorporated Collier County for the purposes of providing a Property Assessed
Clean ergy (PACE)program;and
WHEREAS, Counterpointe Energy Solutions (FL) LLC is the third party administrator
for the Florida PACE Funding Agency, and Counterpointe Energy Solutions (FL) LLC would be
operating oncbehalf of the Florida PACE Funding Agency within Unincorporated Collier County;
and
WHEREAS, Counterpointe Energy Solutions (FL) LLC is a Delaware limited liability
company; and
WHEREAS, Counterpointe Energy Solutions (FL) LLC has agreed to provide Collier
County with a separate indemnification agreement for the benefit of Collier County,
Collier County and Counterpointe Energy Solutions (FL) LLC hereby enter into the
following Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. Counterpointe Energy Solutions (FL) LLC shall indemnity and hold harmless the
County and its officers, employees, agents and instrumentalities from any and all
liability, losses or damages, including attorneys' fees and costs of defense, which the
L
County or its officers, employees, agents or instrumentalities may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature arising
out of, relating to or resulting from the performance of this Agreement by
Counterpointe Energy Solutions (FL) LLC, or its employees, agents, servants,
partners, principals, administrators, subcontractors, or agents. Counterpointe Energy
Solutions (FL) LLC, shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of
the County, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may issue thereon. Counterpointe Energy
Solutions (FL) LLC expressly understands and agrees that any insurance protection
shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the County or its officers, employees, agents and instrumentalities as herein
provided.
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3. 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.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first
written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT B. BROCK, CLERK COLLIE r 40 TY,FLORIDA,
.
D t Clerk Penny T or,Chai
Attest o N. •r an
signature only. COUNTERPOINTE ENERGY OLUTIONS
(FL)LLC
B
P.d S. Schaefer
Chief Operating Officer
Appr ved as to form and legality:
Heidi Ashton-Cicko
Managing Assistant County Attorney
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Exhibit A
AGREEMENT BETWEEN FLORIDA PACE FUNDING AGENCYAND
COLLIER COUNTY
This Agreement ("the Agreement") is entered into this -19‘day of Dep 'Alk(, 2017 by and
between the Florida PACE Funding Agency, 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
consumer informational documents. For commercial and industrial properties, prepayment
penalties may be charged or imposed by the Authority to the extent permitted by law.
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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.
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
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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
mitigation credits derived from Unincorporated Collier County, shall be shared in equal parts
between the Authority and Collier County.
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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:
Executive Director
Florida PACE Funding Agency
c/o City of Kissimmee
101 North Church Street, Fifth Floor
Kissimmee, Florida 34741
With a copy to:
Program Counsel for the Florida PACE Funding Agency
P.O. Box 14043
Tallahassee, Florida 32317-4043
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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, Counterpointe Energy Solutions (FL) LLC
is the only administrator for the Authority, and that Counterpointe Energy Solutions (FL) LLC 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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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
Attest COLLIER Cq4U0 LORIDA
Dwight E. Brock, Clerk
•By::( By: / - -
Attest aC IP an's
signature only.
Witness Name Penny fl
Name and Title Title C,ka '" maw
FLORIDA PACE FUNDNG AGEN0Y
i s!
Attest: � By:
4
LO no ErrIcaltwoci nAl
Name Name
CI L(,t YL rL -tor
Title Title
onuliNtnyy
5- SEAL ;,Q _ Approved as to form and legality
(-Lit A--
"MB I1
„ Assistant County Attorney
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Exhibit B
AGREEMENT BETWEEN COUNTERPOINTE ENERGY SOLUTIONS (FL) LLC,
THIRD PARTY ADMINISTRATOR FOR THE FLORIDA PACE FUNDING AGENCY,
AND COLLIER COUNTY
,Q 041 Sep ktn ber
This Agreement(this "Agreement") is entered into this ay of , 2017
by and between Counterpointe Energy Solutions (FL) LLC, the third party .: inistrator of the
Florida PACE Funding Agency, and Collier County, a political subdivision of the State of Florida
(the "County") (collectively,the"Parties").
WHEREAS, Collier County and the Florida PACE Funding Agency have proposed to
enter into an agreement to authorize the Florida PACE Funding Agency to operate within the
boundaries of Unincorporated Collier County for the purposes of providing a Property Assessed
Clean Energy (PACE)program;and
WHEREAS, Counterpointe Energy Solutions (FL) LLC is the third party administrator
for the Florida PACE Funding Agency, and Counterpointe Energy Solutions (FL) LLC would be
operating on behalf of the Florida PACE Funding Agency within Unincorporated Collier County;
and
WHEREAS, Counterpointe Energy Solutions (FL) LLC is a Delaware limited liability
company; and
WHEREAS, Counterpointe Energy Solutions (FL) LLC has agreed to provide Collier
County with a separate indemnification agreement for the benefit of Collier County,
Collier County and Counterpointe Energy Solutions (FL) LLC hereby enter into the
following Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. Counterpointe Energy Solutions (FL) LLC shall indemnity and hold harmless the
County and its officers, employees, agents and instrumentalities from any and all
liability, losses or damages, including attorneys' fees and costs of defense, which the
County or its officers, employees, agents or instrumentalities may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature arising
out of, relating to or resulting from the performance of this Agreement by
Counterpointe Energy Solutions (FL) LLC, or its employees, agents, servants,
partners, principals, administrators, subcontractors, or agents. Counterpointe Energy
Solutions (FL) LLC, shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of
the County, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may issue thereon. Counterpointe Energy
Solutions (FL) LLC expressly understands and agrees that any insurance protection
shall in no way limit the responsibility to indemnify, keep and save harmless and
defend the County or its officers, employees, agents and instrumentalities as herein
provided.
1
16A45
3. 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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK COLLIER 100 Y,FLORIDA,
- . - y
Attest as tG }!d! nu
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rk Penny Tta417.,hairm
signature only.
COUNTERPOINTE ENERG SOLUTIONS
(FL) LLC
By:
David S. Schaefer
Chief Operating Officer
Approved as to form and legality:
f- Lett A--
Heidi Ashton-Cicko
Managing Assistant County Attorney
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