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Agenda 04/11/2017 Item #11A04/11/2017 EXECUTIVE SUMMARY Recommendation to approve a resolution adopting the Property Assessment Clean Energy (PACE) program within the unincorporated areas of Collier County for residential and commercial 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 and commercial 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 and commercial 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 wind 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. On November 15, 2016, the Board of County Commissioners directed staff to develop a resolution for further consideration that adopts a third-party administered PACE program for residential and commercial properties. Collier County’s role in offering PACE in the unincorporated areas of Collier County would be to: - Enter into agreements with third-party PACE providers, authorizing them to administer a PACE program within the unincorporated areas of Collier County; - Authorize the third-party PACE provider levy of a non-ad valorem assessment; and - Enter into an agreement with the Tax Collector, Property Appraiser, and third-party provider, which terms will include the placement of the assessment on the tax roll, the collection of the assessment and remittance to PACE providers, and enforcing non-payment. Multiple Districts Staff recommends a multiple district platform where more than one district 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 providers. Differences between third-party providers 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-district approach because it would allow property owners to determine which program is best suited to their needs. 11.A Packet Pg. 167 04/11/2017 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. 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 District 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 needed for approval. -- HFAC RECOMMENDATION: To approve a resolution that adopts the PACE program with a multiple district/provider approach allowing third-party administrators to implement and administer a PACE program for residential and commercial properties, and approve a standard form membership agre ement for the PACE program. Prepared By: Gino Santabarbara, Principal Planner; Capital Project Planning, Impact Fees and Program Management Division ATTACHMENT(S) 1. F.S. 163.08 (PDF) 2. Standard Membership Agreement (DOCX) 3. PACE Resolution (PDF) 11.A Packet Pg. 168 04/11/2017 COLLIER COUNTY Board of County Commissioners Item Number: 11.A Doc ID: 2788 Item Summary: Recommendation to approve a resolution adopting the Property Assessment Clean Energy (PACE) program within the unincorporated areas of Collier County for residential and commercial properties and approve a standard form membership agreement with PACE providers. (James French, Deputy Department Head, Growth Management Department & Gino Santabarbara, Principal Planner, Capital Project Planning, Impact Fees & Program Management Division) Meeting Date: 04/11/2017 Prepared by: Title: Senior Grants and Housing Coordinator – Capital Project Planning, Impact Fees, and Program Management Name: Gino Santabarbara 02/22/2017 9:19 AM Submitted by: Title: Division Director - IF, CPP & PM – Capital Project Planning, Impact Fees, and Program Management Name: Amy Patterson 02/22/2017 9:19 AM Approved By: Review: Growth Management Department Judy Puig Level 1 Division Reviewer Completed 02/22/2017 10:04 AM Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 02/27/2017 2:48 PM Growth Management Department Jeanne Marcella Level 2 Division Administrator Completed 03/01/2017 8:07 AM Growth Management Department James French Additional Reviewer Completed 03/24/2017 6:39 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 03/27/2017 8:03 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 03/29/2017 8:24 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 03/30/2017 9:03 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 04/03/2017 6:54 AM Board of County Commissioners MaryJo Brock Meeting Pending 04/11/2017 9:00 AM 11.A Packet Pg. 169 RLS #: Due Date: ______________ DATE RECEIVED: ____________ REQUEST FOR LEGAL SERVICES (Please type or print) Date: ________ Item Resubmitted Previously Yes No If Yes, please provide previous RLS # __________ - ________ - ____________ To: Office of the County Attorney, Attention: _________________________________________ From / Title: ___________________________________________________________________ Department / Division: ___________________________________________________________ Telephone # (Very Important): ____________________________________________________ Re (i.e. Subject):________________________________________________________________ BACKGROUND OF REQUEST/PROBLEM: (Describe problem and give background information - be specific, concise, and articulate) DOCUMENTATION: Are there documents or other information needed to review this matter? Yes No If yes, attach and reference this information: Attachment 1: _________________________________________________________ Attachment 2: _________________________________________________________ Additional Attachments: _________________________________________________________ ACTION REQUESTED: (Be very specific. Identify exactly what you need in the way of legal services.) cc: ____________________________________________________________ ____________________________________________________________ ____________________________________________________________ 11.A.a Packet Pg. 170 Attachment: F.S. 163.08 (2788 : Property Assessment Clean Energy (PACE) program) 1 STANDARD MEMBERSHIP AGREEMENT BETWEEN ___________________________________ AUTHORITY 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. 11.A.b Packet Pg. 171 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 2 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. 11.A.b Packet Pg. 172 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 3 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. 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. Nothing stated herein shall infringe or restrict Collier County's rights pursuant to this Agreement, including but not, limited to the County's right to audit. 11.A.b Packet Pg. 173 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 4 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. Audits. The Authority agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the County Manager or his/her designee. The Authority shall retain sufficient records demonstrating compliance with this Agreement and any State and County requirements, for a period of ten years from the date of each special assessment, and shall allow the County Manager or his/her designee access to such books and records upon request. The County Manager or his/her designee shall have the right to audit, examine, and make copies of or extracts from the records of the Authority or its employees, agents, assigns, successors, administrators, and subcontractors such records as deemed necessary to assess compliance with this Agreement, as well as applicable State law and County ordinances. The Authority shall, at any time requested by the County Manager or his/her designee, whether during or after completion of this Agreement and for a period of ten years after the completion of this Agreement, at the Authority's own expense, make such records available for inspection and audit. Such records shall be made available at the County during normal business hours at the Authority's office or place of business and subject to 14 days written notice. Further, the Authority shall ensure the County has these rights with its employees, agents, assigns, successors, administrators, and subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Authority and any administrators and subcontractors to the extent that those subcontracts or agreements, relate to this Agreement or operations in Unincorporated Collier County. 19. 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. 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 have the right to terminate this Agreement for cause via written notice to the Authority. 11.A.b Packet Pg. 174 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 5 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 is functioning as a sponsor of the PACE program, and Collier County shall have no responsibility for the payment of fees of any kind, including but not limited to termination fees, Opt-in fee, or Opt-out fees. 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. 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 11.A.b Packet Pg. 175 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 6 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. Reporting. The Authority shall provide quarterly reports to the County to include at a minimum: a) dates of reporting period; b) a list of PACE projects started and/or completed during reporting period (i.e. quarterly), separated by building type (e.g., office, retail, multifamily, agricultural, single family) and by sector type (commercial, industrial, or residential); c) for each PACE project identified, specify: (1) The qualifying improvements made to the property; (2) The energy baseline of each PACE project and the projected savings and/or the amount of potential renewable energy to be generated by the PACE project and number of audits performed detailing type of project, sector type, and audit results; (3) Start date and completion date for each PACE project; (4) Financial information about each PACE project such as kWh generated/saved; and (5) Any other resource saving, such as water d) number of applications declined during the reporting period and why such applications were declined, in the aggregate, by category, and not on an individual basis; e) jobs created for the reporting period, including local versus non-local jobs and permanent versus temporary jobs; f) description of the standardized third-party methodologies and supporting assumptions used to verify data, and any changes in the methodologies and assumptions from the previous reporting period. If the Authority does not currently have the ability to provide reports that contain this minimum reporting information as listed above, it should modify its data collection and maintenance procedures and systems within one year in order to comply with this fundamental component of the Agreement. Proposed format for data reporting shall be submitted to the County four months in advance of the first reporting period, so that the County can determine whether all reporting requirements have been included. The County shall provide written modifications to the submitted proposed reporting format within four months in advance of the first reporting period. 31. Reporting Standards. It is the responsibility of the Authority to develop reports consistent with each of the categories listed above and to test and verify the data collection and reporting methods and models used. The Authority shall describe the methodologies and supporting assumptions and/or sources, and any changes from the previous reporting period, within each quarterly report to the County. All reports shall exclude any sensitive customer information. 32. 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: 11.A.b Packet Pg. 176 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 7 If to the Authority: (Insert contact information) If to County: (Insert contact information) 33. 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. 34. 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. 35. 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. 36. 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. 37. 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. 38. 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. 39. 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. 40. 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 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 11.A.b Packet Pg. 177 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 8 be approved by the County Attorney's Office, within 10 business days of assuming administrative responsibilities for the Authority. 41. Effective Date. This Agreement shall become effective upon the execution by both Parties hereto. 41. 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. 42. 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. 11.A.b Packet Pg. 178 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 9 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 _________ ___________________ AUTHORITY By: __________________________ Name: Title: Approved as to form and Legality: _____________________________ 11.A.b Packet Pg. 179 Attachment: Standard Membership Agreement (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 180 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 181 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 182 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 183 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 184 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 185 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 186 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 187 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 188 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 189 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program) 11.A.c Packet Pg. 190 Attachment: PACE Resolution (2788 : Property Assessment Clean Energy (PACE) program)