Resolution 2017-127 RESOLUTION NO. 2017- 1 2 7
RESOLUTION APPROVING AGREEMENT BETWEEN
COLLIER COUNTY AND GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY DISTRICT FOR
PROPERTY ASSESSED CLEAN ENERGY (PACE) WITHIN
THE UNINCORPORATED AREA OF COLLIER COUNTY;
APPROVING INDEMNIFICATION AGREEMENT
BETWEEN COLLIER COUNTY AND YGRENE ENERGY
FUND FLORIDA LLC ("YGRENE") 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 Green Corridor
Property Assessment Clean Energy District ("Green Corridor") and between Collier County and
Ygrene Energy Fund Florida LLC ("Ygrene"), as the third party administrator for Green
Corridor, 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 membership agreement between Collier County and
Green Corridor (Exhibit A), the agreement between Collier County and Ygrene, as the
third party administrator of Green Corridor (Exhibit B), and the original Interlocal
Agreement for Green Corridor (Exhibit C), 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 Green Corridor, to provide that such future administrator of Green Corridor 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-IMP-00194/1364831/1111
Ygrene Resolution
6/22/17 Page 1 of 2
This Resolution adopted after motion, second and majority vote favoring same this
{'h day of _Su i , 2017.
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT71 BROCK, CLERK COLLIER COUNTY, FLORIDA,
Aramilib;` By:
1 / /
� i B Clerk Penny T�Chai ;on
hestastta
signature ob1y.
Approved as to form and legality:
/ �k
1:111,4C11 �! �-- ,��f v;
Heidi Ashton-Cicko
Managing Assistant County Attorney
Attachments: Exhibit A—Membership Agreement
Exhibit B —Indemnification Agreement with Third Party Administrator
Exhibit C—Interlocal Agreement
[17-IMP 00194/1347296/1]11
Ygrene Resolution
6/22/17 Page 2 of 2
Exhibit A
STANDARD MEMBERSHIP AGREEMENT BETWEEN
GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY(PACE)DISTRI CT
AND COLLIER COUNTY
This Agreement ("the Agreement") is entered into this ] day of 0 4 2017 by and between the
Green Corridor Property Assessment Clean Energy (PACE) District, 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 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. The 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.
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.
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: Green Corridor District's Third Party
Administrator, Ygrene Energy Fund Florida, LLC, 3390 Mary Street, Suite 124, Coconut
Grove, FL 33133.
•
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
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.
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:
Green Corridor PACE Program
c/o Governmental Management Services—South Florida, LLC
Attn: Paul Winkeljohn, District Manager
5385 N. Nob Hill Road
Sunrise, Florida 33351
With a copy to:
Chad Friedman, Esq.
District Attorney
Weiss Serota Helfman Cole& Bierman, P.L.
2525 Ponce De Leon Boulevard, Suite 700
Coral Gables, FL 33134
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, Ygrene Energy Fund Florida, LLC is the
only administrator for the Authority, and that Ygrene Energy Fund Florida, LLC 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 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.
[THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS]
II
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
Attest COLLIER COUNTY, FLORIDA
Dwi:et E. Brock, CI-
al
1 !S S as 6,4�C,-,.,,ogd. a I�'.9.
3. 1a�t.0 Y e'only,<
Witness Name
Name and Title Title
GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN
ENERG (PACE) DISTRICT
Attest: /
By: P. I Winkeljohn, Distric 'Manager I
I
�
BY: ICN� ,� V
Approved as to form and legality:
',/"2--------
By: Chad Friedman, District Attorney
Weiss Serota Helfman Cole & Bierman, P.L. Approved as to form and legality
1---Lott
A-- ________ -
Assistant County Attorney
I
Exhibit B
AGREEMENT BETWEEN YGRENE ENERGY FUND FLORIDA, LLC,
THIRD PARTY ADMINISTRATOR FOR THE GREEN CORRIDOR PROPERTY
ASSESSMENT CLEAN ENERGY (PACE) DISTRICT, AND COLLIER COUNTY
This Agreement (the "Agreement") is entered into this 1st day of October, 2017 by and
between Ygrene Energy Fund Florida, LLC, ("Ygrene") the third party administrator of the
Green Corridor Property Assessment Clean Energy (PACE) District (the "District"), and Collier
County, a political subdivision of the State of Florida(the "County") (collectively, the "Parties").
WHEREAS, the County and the District have proposed to enter into an agreement to
authorize the District to operate within the boundaries of Unincorporated Collier County for the
purposes of providing a Property Assessed Clean Energy (PACE) program; and
WHEREAS, Ygrene is the third party administrator for the District, and Ygrene would be
operating on behalf of the District within Unincorporated Collier County; and
WHEREAS, Ygrene is a Florida limited liability corporation; and
WHEREAS, Ygrene has agreed to provide the County with a separate indemnification
agreement for the benefit of the County.
NOW, THEREFORE, the County and Ygrene hereby enter into the following Agreement:
1
1. The foregoing recitals are incorporated into this Agreement and approved.
2. Ygrene shall indemnify 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 Ygrene or its employees, agents,
servants, partners, principals, administrators, subcontractors, or agents. Ygrene 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. Ygrene 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.
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 COUNTY,FLORIDA,
tIc ..,,Lidulcv
&Am/Sr_
By:
Penny Tayl Chain(
4l
Attest as to Chairm uty Clerk
signature Only.
Approved as to form and legality:
04,01/, A.,_ -----
Heidi Ashton-Cicko
Managing Assistant County Attorney
YGRENE ENERGY FUND FLORIDA, LLC
Attest:
By: 411111 By: ,04,e4---re--ii.
Sven Ka I i occo Fa121
o
General Counsel President
Approved . 4 .rm and legality:
By: iiiii
Sven ' 11I zinski
General Counsel
EXHIBIT C
CEN 2O12Ix 35$0022
OR Bk 28217 Fos Q 12 W 331 (22P s
AMENDED AND RESTATED REMRIED 0810 60012 1.2i20 is
Cad'vINTERLOCAL AGREEMENT BETWEEN THE TOV > Ade MMU MY r'FOUEzzMA T
CUTLER BAY,VILLAGE OF PALMETTO BAY,VILLAGE OF
PINECREST, CITY OF SOUTH MIAMI,MIAMI SHORES VILLAGE, CITY OF CORAL
GABLES & CITY OF MiAMI
This Amended and Restated interlocal Agreement(the "Interlocal Agreement") is
entered into between the Town of Cutler Bay, Florida, a Florida municipal corporation;
Village of Palmetto Bay, Florida, a Florida municipal corporation; Village of Pinecrest, a
Florida municipal corporation; City of South Miami, a Florida municipal corporation;
Miami Shores Village, a Florida municipal corporation; City of Coral Gables, a Florida
municipal corporation, and the City of Miami, a Florida municipal corporation
(Collectively, the"Parties").
SECITALS
WHEREAS, Section 163.01, Florida Statutes, the"Florida interfocal Cooperation
Act of 1969," authorizes local government units to enter into interlocal agreements for
the mutual benefit of governmental units; and
WHEREAS, Section 163.01 (7), Florida Statutes, allows for the creation of a
"separate legal entity" constituted pursuant to the terms of the Interlocal agreement to
carry out the purposes of the interlocal agreement for the mutual benefit of the
governmental units; and
•
WHEREAS, the Parties desire to enter into an interfocal agreement creating a
separate legal entity entitled the Green Corridor Property Assessment Clean Energy
(PACE) District, hereinafter referred to as the "District,,'and
•
WHEREAS, Section 166.021, Florida Statutes, authorizes the Parties to
exercise any power for municipal purposes, except when expressly prohibited by law;
and
WHEREAS, Section 163.08, Florida Statutes, provides that a "local government,"
defined as a county, municipality, a dependent special district as defined in Section
'189.403, Florida Statutes, or a separate legal entity created pursuant to. Section
163.01(7), Florida Statutes may finance energy related "qualifying improvements
through voluntary assessments; and
1 Thls Interlocal Agreement restates and amends an Interiooal agreement approved by the Town of Cutler
Bay, Village of Palmetto Bay, Village of Pinecrest, and City of South of Miami, which was not recorded
and thus never became effective. Thereru,e, this interlocal Agreement, upon recordation, shall serve as
the interlocal Agreement establishing the Green Corridor Property Assessment Clean Energy(PACE)
District created pursuant to Section*1 not(7),Ploildia Statutes.
WHEREAS, Section 163.08, Florida Statutes, provides that improved property
that has been retrofitted with energy-related qualifying improvements receives the
special benefit of alleviating the property's burden from energy consumption and assists
In the fulfillment of the state's energy and hurricane mitigation policies; and
WHEREAS, Section 163.08(5), Florida Statutes, provides that local governments
may enter into a partnership with one or more local governments for the purpose of
providing and financing qualifying Improvements; and
WHEREAS, the Parties to this Interlocal Agreement have expressed a desire to
enter into this Interlocal Agreement in order to authorize the establishment of the District
as a means of Implementing and financing a qualifying improvements program within
the District; and
WHEREAS, the Parties have determined that it is necessary and appropriate to
create the District and to clarify various obligations for future cooperation between the
Parties related to the financing of qualifying improvements within the District; and
WHEREAS, the Parties agree and understand that each member of the District
will have complete control over the administration, governance, and implementation of
their own PACE.program, which includes, but is not-limited to, the ability to review and
approve.program documents, marketing strategies, and determining eligible property
types and improvements; and
WHEREAS,the Parties have determined that it shall serve the public interest to
enter into this interlocal Agreement to make the most efficient use of their powers by
enabling them to cooperate on a basis of mutual advantage to provide for the financing
of qualifying improvements within The District. .
NOW, THEREFORE, In consideration of the terms and conditions,promises and
covenants hereinafter set forth, the Parties agree as follows:•
-
Section 1. Recitals Incorporated. The above recitals are true and correct and
incorporated herein.
. Section 2. Pumose. The purpose of this interlocal Agreement is to consent to
and authorize the creation of the-District, pursuant to Section 163,08, Florida Statutes in
order to facilitate the financing of quattf ing improvements for property owners within the
District. The District shall be a separate legal.entity, pursuant to Section.163.01(7),
Florida Statutes:
Section;3. Qualifying Improvements. The District shall allow the financing.of
qualifying Improvements asdefined in Section 163.08, Florida Statutes.
Section4. Enabling Ordinance-or Resolution. .The-Parties to this interlocal
Agreement'agree to approve:and keep in effect such resolutions and ordinances as
may be necessary to.approve, create and maintain the District. .Said ordinances and
resolutions shalt include all of the.provisions as provided for in Sections 163.01 and
•
•
•
•
I6348, Florida Statutes, for the creation:of a partnership between focal governments as
a ;separate legal, entity,.' The District shall ,be•created upon the execution of this
Interlocal Agreement by the Parties hereto and the adoption of an ordinance or
resolution of support . by, the Parties establishing the District. Additional local
governments:may join in and enter into this Interlocal Agreement by approval of two-
thirds of the members of the Board .(as defined in Section•8 below), execution of this
-interlocal Agreement and adoptioniof an ordinance or resolution of•support establishing
the District.
Section 5. District Boundaries, The boundaries of the District shall be the
legal boundaries of the local governments that are Parties to this Interlocal Agreement,
As contemplated in this interlocal Agreement, the District will levy voluntary
-assessments on the benefitted properties within the boundaries of the District to help
fmance the costs of qualifying improvements for those Individual properties, Upon
petition by the landowners of individual properties desiring to be benefited, those
properties receiving financing for qualifying improvements shall be assessed from time
to time, in accordance with the applicable law. Notwithstanding a Parties termination of
participation within this Interlocal Agreement, those properties that have received
financing for qualifying Improvements shall continue to be a part of the District, until
such time that all outstanding debt has been satisfied.
Section 6, Governing Board of the District The District shall be governed by a
governing board (the "Board,") which shall be comprised of property owners or elected
officials within the jurisdictional boundaries of the Parties to this interlace' Agreement
and one at large property owner from within the District The maximum number of
members of the Board serving at any given time shall be no more than seven (7) and
the minimum number of members shall be not less than three (3)1 Notwithstanding the
foregoing, the maximum number of members on the Board may be Increased by a two-
third majority vote of the Board. The Initial Board shall serve for an initial four(4) year
term and shall consist of one (1) representative appointed by each Party from within
their jurisdictional boundaries. The Initial at large member of the Board shall be
appointed by a majority vote of the Board. All subsequent renewai terms shall be for
four (4) years, Following the initial Board appointments, the Parties to this interlace!
Agreement shall nominate appointees to be elected to the Board by current sitting •
Board members. In the event a Board member is no longer eligible to serve on the
Board, that Party to this interlocal Agreement shall appoint a replacement to fulfill the
remaining term of that member. The Board's administrative duties shall include all
duties necessary for the conduct of the Board's business and the exercise of the powers
of the District as provided in Section 11.
Section 7, Decisions of the Board. Decisions,of the Board shall be made by
majority vote of the Board, The Board may adopt rules of procedure: In the absence of
the adoption of such rules of procedure, the fundamentai parliamentary procedures of
Roberts Rules of Order shall apply.
Section 8. District Staff and Attorney_ The Town Manager of Cutler Bay shall
serve as the staff to the District. In addition, the Town Attorney for Cutler Bay shall
S
2/
serve as the counsel to the District. To the extent not paid by the Third Party
Administrator of the District (the "TPA"), all of the District's staff and attorney expenses
shall be borne by the Town of Cutler Bay. After the District has been operating for two
years, the Board may choose to hire different District staff and/or Attorney, If the Board
chooses to hire different District staff and/or Attorney, the Town of Cutler Bay will no
longer pay for the staff;and/or attorney expenses to the extent they are not paid by the
TPA.
Section 9. Financing Agreement. The Parties agree that the District shall
enter into a financing agreement, pursuant to Section 163.08(8), Florida Statutes, with
property owner(s)who obtain financing through the District.
Section 10. Procurement, The Parties agree and understand that .the initial
procurement for the TPA for the District was performed by the Town of Cutler Bay in
accordance with its adopted competitive procurement procedures (Request for Proposal
10-05), The Parties further agree and understand that the Town of Cutier Bay has
selected Ygrene Energy Fund, Florida, LLC (the "Ygrene") as the Initial TPA. The Town
of Cutler Bay, on the behalf of the District, has entered into an Agreement between the
Town of Cutler Bay and Ygrene, dated August 16, 2011, which was assigned to the
District,
Section 11. Powers of the District. The District shall exercise any or all of the
powers granted under Sections 163.01 and 163,08, Florida Statutes, as may be
amended from time to time,which include,without limitation, the following:
a. To finance qualifying improvements within the District boundaries;
b. in its own name to make and enter into contracts;
c. To employ agencies, employees,or consultants; '
d. To acquire, construct, manage, maintain, or operate buildings, works, or
improvements;
e. To acquire,hold, or dispose of property;
f, To incur debts, liabilities, or obligations which do not constitute the debts,
liabilities, or obligations of any of the Parties to this interlocal Agreement;
g. To adopt resolutions and policies prescribing the powers, duties, and
functions of the officers of the District, the conduct of the business of the
District, and the maintenance of records and documents of the District;
h. To maintain an office at such place or places as it may designate within
the District or within the boundaries of a Party to this Interlocal Agreement;
1. To cooperate with or contract with other governmental agencies as may
be necessary, convenient, incidental, or proper in connection with any of.
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the powers, duties, or purposes authorized by Section 163.08, Florida
Statutes, and to accept funding from local and state agencies;
•
j, To exercise all powers necessary, convenient, incidental, or proper In
connection with any of the powers, duties, or purposes authorized in
Section 163.08, Florida Statutes;and
k. To apply for, request,receive and accept gifts, grants, or assistance funds
from any lawful source to support any activity authorized under this
Agreement
Section 12. Quarterly Reports, A quarterly report of the District shall be
completed In accordance with generally accepted Government Auditing Standards by
an independent certified public accountant. At a minimum, the quarterly report shall
include a balance sheet, statement of revenues, expenditures and changes In fund
equity and combining statements prepared in accordance with generally accepted
accounting principles. Ali records such as, but not limited to, construction, financial,
correspondence, instructions, memoranda, bid estimate sheets, proposal
documentation, back charge documentation, canceled checks, reports and other related
records produced and maintained by the District, its employees and consultants shall be
deemed public records, and shall be made available for audit, review or copying by a
Party to this interlocal Agreement upon reasonable notice.
Section 13, Term. = This interlocal Agreement shall°remain in full force and
effect from the date of its execution; provided, however,that any Party may terminate its
involvement in the.District and its participation in this Interlocal Agreement upon ten (10)
days' written notice to the other Parties. Should a Party terminate its participation in this
Interlocal Agreement,"be dissolved, abolished, or otherwise cease to exist, the District
and this interlocal Agreement shall continue until such time as all remaining Parties
agree to terminate.
• Section 14, Consent, This interlocal Agreement and any required resolution or
ordinance of an individual Party shall be considered the Parties' consent to the creation
of the District es required by Sections 163,01 and 163.08, Florida Statutes.
• Section 15. Liability.' The Parties hereto shall each be individually and
separately liable and responsible for the actions of its own officers, agents and
employees in the performance of their respective obligations under this interfocal-
Agreement. Except as specified herein, the Patties shall each individually defend any
action or proceeding brought against their respective agency pursuant to this interlocal
Agreement and shall ,be individually responsible for all of their respective costs,
attorneys' fees, expenses and liabilities incurred as a result of any such cfaims,
demands, suits, actions, damages and causes of action, Including the investigation or
the defense thereof, and from'and against any orders,judgments or decrees which may
be entered as a'result thereof. The Parties shall each Individually naintain throughout
the term of this interlocal Agreement any and ail applicable insurance coverage required
by Florida law for governmental entitles, Nothing in this Agreement shall be construed
to affect In any way the Parties` rights, privileges, and immunities,. including the
•monetary -limitationsof liability set forth therein, under the doctrine of "sovereign
immunity" and as set forth In Section 76838 of the Florida Statutes.
Section 18, ,;indemnification. The Parties.agree that the TPA for the District
shall always indemnify andhold harmless the Parties and the District. The Parties
. understand and acknowledge that the indemnification provisions included in Section 11
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 18, 2011, which will be assigned to the District, extend to all of the members of
the District.
Section 17. 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 it must be'given 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 See Attachment
•
With a Copy to: See Attachment
•
•
Section 18. Amendments. it is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District
Section 19, Filing. It is agreed that this interlocal Agreement shall be filed with
the Clerk of the Circuit Court of Miami-Dade County, as required by Section 163.01(11),
Florida Statutes.
•
Section 20, Joint Effort The preparation of this interlocal Agreement has bean
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.
Section 21. Merger. This interlocal Agreement incorporates and includes all
prior negotiations, correspondence, agreements or understandings applicable to the
matters contained herein; and the Parties agree that there are no commitments,
agreements or understandings concerning the subject matter of this interfocal
Agreement that are riot contained in this document. Accordingly, the Parties agree that
no deviation from the terms hereof shall be predicated upon any prior representations or
agreements whether oral or written it is further agreed that no change, amendment,
alteration or modification in the terms and conditions contained herein shall be effective
unless contained in a written document executed with the same formality and of equal
dignity herewith by all Parties to this interiocal Agreement.
Section 22. Assignment The respective obligations of the Parties set forth in
this interlocal Agreement shall not be assigned, In whole or in part, without the written
consent of the other Parties hereto.
Section 23. Records. The Parties shall each maintain their own respective
records and documents associated with this Interlocal Agreement in accordance with
the requirements for records retention set forth in Chapter 119, Florida Statutes.
Section 24. Governing Law and Venue. This interlocal Agreement shall be
go'emed, construed and controlled according to the laws of The State of Florida, Venue
for any claim, objection or dispute arising out of the terms of this Interlocal Agreement
shall be proper exclusively in Miami-Dade County, Florida.
Section 25. Severability. in the event a portion of this Interfocal Agreement is
found by a court of competent jurisdiction to be invalid, the remaining provisions shall
• continue to be effective.
Section 26. Third Party Beneficiaries. This Interlocal Agreement is solely for the
benefit of the Parties and no right or cause of action shall accrue upon or by reason, to
or for the benefit of any third party not a formal party to this Agreement. Nothing in the
Agreement expressedor implied is intended or shall be construed to confer upon any
person or corporation other than the Parties any right, remedy, or claims under or by
reason of this interlocal Agreement or any of the provisions or conditions of this
Agreement, and all of the provisions, representations, covenants, and conditions
contained In this Agreement shall inure to the sole benefit of and shall be binding upon
the Parties.
•
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0.0.0
Section 27, Effective Date. This Interlace! Agreement shall become effective
upon the execution by the Parties hereto and recordation in the public records of the
applicable county.
[Remainder of page intentionally left blank.]
•
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• , •
1N WITNESS WHEREOF the Parties hereto have made and executed this
Interlocal Agreement on this 'c 4"day of 111 , 2012.
• oc G UTA
.•r� �tQ it
I;100nPQRATE.D
ATTEST: 2005 TOWN OF CUTLERBAY,amunicipal
corporation of the State of FlorhiR
41110
BY: �� t ` R BY, Cgs
Town Cleik Town ager
(Affix Town Seal)
Approved by Town Attorney •
as to faam and legal sufficiency
Town Attorney
• I
•
Gaq
•
II
.
Section 16. Indemnification. The Parties agree that the TPA for the District
shall always indemnify and hold harmless the Parties and the District. The Parties
understand and acknowledge that the indemnification provisions Included in Section 11
"Indemnification"of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16, 2011,which will be assigned to the District, extend to.all of the members of
the District.
Section 17. 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 it must be given by written certified U.S, mall, 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 Cutler Bay: Town Manager
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to: Weiss Serota Helfman
Pastoriza Cole & Boniske, P.L.
2525 Ponce de Leon Boulevard
Suite 700 •
Coral Gables, Florida 33134
•
•
Section'18. Amendments.. It is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained In a
written document executed by the Parties hereto and the District,
' IN WITNESS WHEREOF, the Parties hereto have made and executed this
Interlocal Agreement on • 7-1 day of 5%01 ,2012.
CLt4
ROOppORATED
2005
ATTEST; TOWN OF CUTLER BAY,a municipal
corporation of the State of Florida
BY;
fri
! ! ' 1 BY:
Town =rk Town Manager
(Affix Town Seal)
Approved by Town Attorney V
as to form and legal sufficiency
Town Attorney
•
ATTEST: VILLAGE or PINECREST,a municipal
corporation of the State of Flo
BY: 410BY; /
GUi.• '. In. anzo,Jr„ CMC ocefy, ano Go l MA-CM
age Cle Visage Manager .
(Affix � al)
Utt
Approved by.TOltitilQAttomey j
as to form and legal sufficierioy .1_
I-• Attorney
"indemnification* of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16, 2011, which will be assigned to the District, extend to all of the members of
the District.
Section 17_ 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 it must be given by written certified U,S, mall,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 Cutler Bay; Town Manager
Town of Cutler Bay '
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
•
With a Copy to: Weiss Serota Helfman
Pastoriza Cole& Boniske, P;L,
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
Vikkaide.pr‘ornc,rilatty, 0+
?,.tf y S 17 w�Grpc+
ett k,+.41-e 4N �a' l S�
Section 18. Amendments, it is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District.
Section 19. Fillnq. It is agreed that this interlocal Agreement shall be filed with
the Clerk of the Circuit Court of Mlaml.Dade County,as required by Section 163.01(11),
Florida Statutes.
g
•
IN WITNESS WHEREO , the Parties hereto have made and executed this
Interlocal Agreement on t • day of 5IA1 , 2012.
•:OO 1145/
Vp -
[.'OOR.PORATED .
• 2005
ATTEST: • rO'PJN OF CUTTERBAY,a.municipal
ir
orporation of the State of Florida k PtoRIDN
•
•
twitBY: AA. Caos,SL•---
Town C erk Town anager
(Affix Town Seal) •
Approved by Town Attontey •
as to form and legal sufficiency
Town Attorney
•
A'I 1 ST: • CITY OF SOUTH MIAMI?a municipal
corporation of'tbe State •£Piorida '
o . ��
IA
BY: i ...�. s. . < BY , .� 4,1
"`yClerk'� / a - tf uayr
Town Seal)
OP°
Approved by CVenoy
ttorney
as to form and ,Oal., „iv
CityAttorne,J p •
•
•
Section 16. Indemnification., The Parties agree that the TPA for the District
shall always indemnify andhold harmless the Parties and the District. The Parties
understand and acknowledge that the indemnification provisions Included In Section 11
"Indemnification" of the Agreement between the Towh of Cutler Bay and Ygrene, dated
August 16, 2011, which will be assigned to the District, extend to all of the members of
the District.
• Section 17. 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 it must be given by written certified U.S. mail,with
return receipt requested,•addressed to the Party for whom itis intended, at the'place
specified, ,For the present, the Parties designate the following as the resective places
for notice purposes:
• if to Cutler Bay: • • Town Manager .
Town of Cutler Bad•
• 14720 Caribbean Boulevard,-Suite 105
Town of Cutler Bay, Florida 3$1.89 • -
With a Copy to: ' Weiss Serota Heiken •
Pastoriza Cole Boniske, •
2625 Ponce•de.LeemBBulevard •
• Suite 700 •
• 'Coral Gablesi'Floride'331S34,
el 7y ii6v3-4x.k.
..c,71, vF f+y.'Try M♦*4 f
14*,114/*MI• /et. ?3/41T
•
•
•
•
Section 18. Amendments, It is further agreed that no'modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the'District.
• r ,
IN WITNESS WHERE•F the ' 1-reto have made and executed this
Interlocal Agreement on this •-y of ,,,, , 2012.
ATTEST: VILLAGE OF PALMETTO BAY, a municipal
corpora"on 9 the Sta of Flor d
�, I[ % BY: r <: '( 1/
i :ge Clerk Village �ag„r•
(Affix Village Seal)
Approveid Y.V,II to Aitfiiney
as,to fort 4,0 a# f fancy:
. ; "� - �'j 144121/1
ege omey
• c'' ;.., -Y� to
' r..
4
' Rep.1
53
•
Section 17. Notices. My 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[t must be given 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 Cutler Bay: Town Manager
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to: Weiss Serota Helfman
Pastoriza Cole&Boniske, P.L.
2526 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
V/L1-444 42/1A4 v-
WeAte. of rel4,414.17 441
11,7 o 5 h'/.e lsAt/S s%
M- .4m Mt Pt 7.? ,c7
Section 18, Amendments_ It is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District.
Section 19. Filing. It is agreed that this Interlocal Agreement shall be filed with
the Clerk of the Circuit Court of Miami-trade County, as required by Section 133.01(11),
Florida Statutes.
Section 20. Joint Effort. The preparation of this interlocal Agreement has been
a joint effort of the Parties hereto and the resulting document shall not, solely as a
IN WITNESS WHEREOF, the parties hereto have made and executed this interlocal
Agreement on this 34 ,day of Twp y 2012.
A11'BST: MIAMI SHORES VILLAGE,amunicipat
corporation of-the State of Florida
. ' • Village Clerk Village Manager
x"
'• Cux Village Seal)
,13 FAL :
•
r
4y
•.FJ•r'Y1�4l9hr•., .
Section 16. Indemnification. The Parties agree that the TPA for the District
shall always Indemnify and hold harmless the Parties and the District, The Parties
understand and acknowledge that the indemnification provisions Included in Section 11
"indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16, 2011,which wilt be assigned to the District, extend to all of the members of
the District.
Section 17. 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 it must be given by written certified U.S. mall,with
return receipt requested, addressed to the Party for whom it is intended, at the place
specified, For the present;the Pates designate the following as the respective places
for notice purposes:
If to Cutler Bay: Town Manager
Town of Cutler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to; Weiss Serota Heifman
Pastoriza Cole &Boniske, P.L.
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
If to Miami Shores Village: Village Manager
Miami Shores Village
10050 N,E, 2"d Avenue
Miami Shores, FL 33138
With a Copy to: Richard Sarafan, Esquire
Genovese Joblove &Batista
100 S.E, Second Street, 44''Floor
Miami, FL 33131
Section 18. Amendments, It Is further agreed that no modification,amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District.
IN WITNESS WHEREOF, the Parties 'hereto have made and executed this
Interlocal Agreement on this t. day cif A,t5.4 fir- , 2012.
•,•
ATTEST:. ' • CITY OF MIAMI,a municipal
I corporation of the State of Florida
dliBY' \� B A• ! !AIL
;.
( ,, Clerk-Teotle A 1+r+ntsDy‘ '"'iii:a ager
(4.1ft City Seal)
Approved by City Attorney ��..�•"�
as to form and legal.suioiency --r'_'" 1z
og
City Attorney
Section 16. indemnification. The Parties agree that the TPA for the District
shall always indemnify and hold harmless the Parties and the District. The Parties
understand and acknowledge that the indemnification provisions included in Section 11
"indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 16, 2011, which will be assigned to the District, extend to all of the members of
the District,
Section 17, 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 it must be given by written certified.U,S. mall,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 City of Miami: Johnny Martinez
City Manager
City of Miami
3500 Pan American Dr.D
Miami, Florida 33133 -
Witha Copy to: Julie O. Bru -
: Office of the City Attorney
444 SW 2nd Avenue, Suite 952 -
Miami, Florida 33130
•
Section 18. Amendments. it is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained In a
written document executed by the Parties hereto and the aistrlct,
IN WITNESS WHEREOF the Parties hereto have made and executed this
Interioca[Agreement on this 16 f lay of 1 , 2012.
The City's execution of this A.gteeme.t is subject to Resolution 2012405, which establishes the
properties within Coral Gables that may participate in the District. A copy of the Resolution is
attached hereto,and incorporated herein.
ATTEST: CITY OF CORAL GABLES,amunicipal
r,E corporation ofthe State of Florida
•
BY. �. P d ►U BY; �1 �w/f�I
'O`.ty Clerk }'•+�' .: it3'Manager
c c h row t.seal)'
•
•
Approved by Cit Atthrney
as to form and legal sufficiency •
City Attorney
•
•
•
� 3�
• 1• . DR GK 28-217 PG O $
. LAST PAGE
Section 16 Inclpmnificatior}. The Parties agree that the WA for the District
shall always Indemnify and hold harmless the Parties and the District The Parties
understand and acknowledge that the Indemnification provisions included in Section 11
"Indemnification" of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 1.6, 2011, which will be assigned to the District, extend to all of the members of
the District.
Section 17. Notioes. 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 it must be given 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 Cutler Bay: Town Manager
Town of Gutter Bay
10720 Caribbean Boulevard,Suite 105
Town of Cutler Bay, Florida 33189
With a Copy to: Welsh Serota Heilman
Pastoriza Cole &Boniske, P.L. -
2525 Ponce de Leon Boulevard
Suite 700
Coral Gables, Florida 33134
if to Coral Gables City Manager
City of Coral Gables
405 Bltrrtore'Way
Coral Gables, Florida 33134
With a Copy To: City Attorney
City of Coral Gables
406 Biltmore Way
Coral Gables, Florida 33134
Section 18. Amendments. it Is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District,
Section 16, lnden r2lfloation. The Parties agree that the WA for the District
shall always indemnify and hold harmless the Parties and the District. The Parties
understand and acknowledge that the indemnification provisions Included in Section 11
"Indemnification"of the Agreement between the Town of Cutler Bay and Ygrene, dated
August 18, 2011,which wilt be assigned to the District, extend to all of the members of
the District.
Section 17. 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 it must be given by written derailed 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 Cutler Bay: Town Manager
Town of CUtler Bay
10720 Caribbean Boulevard, Suite 105
Town of Cutler Bay, Florida 33189
•
With a Copy to: Weiss Serote l-[elfman
Pastortza Cole & goniske, P.L.
2525 Ponce de Leon Boulevard
SUite 700 •
Gore! Gables, Florida 33134.
C.,((;er � � �c ✓i��ec
3-2 9g 1-0-w‘ Tri t E. SK f� Z" z
Nu-fles , ,FL 3LH( Z
f lesf FL 311-112
Section 1.8.. Amendments_ it Is further agreed that no modification, amendment
or alteration in the terms or conditions herein shall be effective unless contained in a
written document executed by the Parties hereto and the District,
IN WITNESS WHEREOF, the Parties have made and executed this Interlocal Agreement
on this I 4.1- day of 0 b , 2017.
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA,
By:
Attes as to Chairmani9eputy Clerk Penny Taylor, airman
signature only.
Approved as to form and legality:
tit (1, •
Heidi Ashton-Cicko
Managing Assistant County Attorney
[16-TRN-00321/1339540/1]
Interlocal Signature Page
5/17/17