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Backup Documents 07/11/2017 Item #16A21 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 A 2 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#1 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Gino Santabarbara Capital Project Planning, Impact GS 7.10.2017 Fees & Program Management 2 County Attorney Office County Attorney Office '"i(AC, I 2- 3. BCC Office Board of County Commissioners px- ? t —fl- 4. Minutes and Records Clerk of Court's Office 1.2)13)14- oz` M PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Gino Santabarbara,Capital Project Phone Number 252-2925 Contact/ Department Planning,Impact Fees&Program Management Agenda Date Item was 7.11.17 / Agenda Item Number 16A21 Approved by the BCC ✓ Type of Document Resolution,Membership Agreement), Number of Original 1 iZe So 4 ori Attached Indemnification Agreement ✓ Documents Attached C ' ' I •-txM+ 51+'P PO number or account N/A t / Y �,�(t-rrn.'►C.. number if document is `' �' ��� "� to be recorded 1 !cl � 1 St. .4-1-C 1 4 A e INSTRUCTIONS & CHECKLIST _ Initial the Yes column or mark"N/A"in the Not • 'cable column, whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairma a's original si!.=ture? GS 2. Does the document need to be sent to ano - agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be GS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the GS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's GS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 7.11.17 and all changes made during the GS meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the , � BCC,all changes directed by the BCC have been made,and the document is ready for they Chairman's signature. • /" n1„,1kh (t) Ch ' c'. 1 t1-tn 1 Cr, g t` ,'lC�'�ai t' 41C L :lx. aslct -(d 0t Gut , t, L7 L. a . \{ mak_ I( (I E-r - ahfGJiea �. 11 KZ- ✓t t��h S tk)1�l 0 Ji 3&/L . 1:Fofms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1 6 A 2 1 MEMORANDUM Date: December 14, 2017 To: Gino Santabarbara, Grant Coordinator Public Services Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Resolution 2017-127: Membership Agreement w/Green Corridor Property Assessment Clean Energy (PACE) District Attached are two (2) certified resolutions and two (2) certified copies of the agreement as referenced above, (Agenda Item #16A21) approved by the Board of County Commissioners on Tuesday, July 11, 2017. The Board's Minutes and Record's Department has kept an original as part of the Board's Official Record. If you have any questions, please feel free to call me at 252-8411. Thank you. Attachment 1 6 A 2 1 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-00194/1364831/1]11 Ygrene Resolution Page 1 of 2 6/22/17 1 6 A 2 1 This Resolution adopted after motion, second and majority vote favoring same this day of 5u k , 2017. ATTEST: BOARD OF COUNTY COMMISSIONERS DWI,QWFE,BROCK, CLERK COLLIER COUNTY, FLORIDA, 4I By: rialt k125t as t� !� al y Clerk Penny Tayl , Chai signatu Approved as to form and legality: clt4 (� eidi Ashton-Cicko to Managing Assistant County Attorney Attachments: Exhibit A—Membership Agreement Exhibit B—Indemnification Agreement with Third Party Administrator Exhibit C —Interlocal Agreement Item# I b Da / 1 Datete _� Date Rec'd 1431) [17-IMP-00194/1347296/1]11 Deputy lerk Ygrene Resolution Page 2 of 2 6/22/17 Exhibit A 1 6 A 21 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 C'LT; 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. 16AZ1 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. 16A21 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 16A21 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. 1 6 A 2 1 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. 1 6 A22 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 1 6 A 2 1 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] 1 6A21 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Attest. COLLIER COUNTY, FLORIDA Dwi:e E. Brock, CI - 4#Iii , B °! By: 1f as,Q.•14a airs Witness Name Name and Title Title GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERG (PACE) DISTRICT Attest: By: P I Winkeljohn, Distric anager BY: MIPMENIIIIMPIT Approved as to form and legality: By: Chad Friedman, District Attorney Weiss Serota Helfman Cole & Bierman, P.L. Approved as to form and legality 01( Assistant County Attorney Exhibit B 1 6 A21 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. 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 1 6 A 2 1 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, By: Penny Tayl Chairm Attest a 4.0 chairmogruty Clerk signature only. Approved as to form and legality: cL.AA C tk. Heidi Ashton-Cicko Managing Assistant County Attorney YGRENE ENERGY FUND FLORIDA, LLC Attest: By: 46 By: Sven Ka • i occo General Counsel President Approved , • •rm and legality: By: ,00111111, Sven ' a u•zinski General Counsel 16A21 EXHIBIT C CF'14 2O12R,055OO22 I R BIr 28217 Fos 0312 3331 t2 ss AMENDED AND RESTATED1 . RECORDED 08/06/2012 12120113 COURy INTERLOCAL AGREEMENT BETWEEN THE TOV AIMADE Coalac tY r FLORIDAWEL 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 interiacal 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"). RECITALS • WHEREAS, Section 163.01, Florida Statutes, the"Florida Interlocal 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 TDistrict;"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 This Interlocal Agreement restates and amends an Ifterlooal 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. Therefore, this interlace!Agreement, upon recordation, shall serve as the interlocal Agreement establishing the Green Corridor Property Assessment Clean Energy (PACE) 1)istflct created pursuant to Section'tn.O1(7),Fiotida Statutes. 16A21 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. .Purpose. 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 financtng of qualifying 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 asdefinedin Section 163.08, Florida Statutes. Section 4. 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 shall include all of the-provisions as provided for in Sections 163.01 and 1 bA21 • 163,08, Florida Statutes, for the creation:of a partnership between local 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 .6 below), execution of this -interlocal Agreementland adoption,of 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 finance 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 ail outstanding debt has been satisfied. Section e, 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 interlocal 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), 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 renewal 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 Interlace! 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 fundamental 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 • 16 A 211 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 WA 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; i. To cooperate with or contract with other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of f 16A21 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. All 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 Interlace'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 Interlace( 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 ordinanceof an Individual Party shall be considered the Parties' consent to the creation of the District as required by Sections 163.01 and 163.08, Florida Statutes. - Section 15. Llabflity,• 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 interlocai- Agreement. Except as specified herein, the Parties shall each Individually defend any action or proceeding brought against their respective agency pursuant to this interlocal Agreement and shall be individually responsible for ail of their respective casts, attorneys' fees, expenses and liablftles incurred as a result of any such ctatnis, demands, sults, actions, damages and causes of aotion, Including the investigation or the defense thereof, and from and against any orders,judgments or decrees which may be entered as a'result thereof The Parties shall each individually maintain throughout the term of this interlocal Agreement any and all applicable insurance coverage required by Florida law for governmental entitles, Nothing In this Agreement shall be construed 1 6 A 1 • • to affect in any way the Parties' rights, privileges, and immunities, including the •monetary limitations. -of liability set forth therein, under the doctrine of "sovereign Immunity" and as set forth In Section 768,28 of the Florida Statutes. - • Section 18, 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 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. 16Ai1 Section 19, FlJinq. It is agreed that this interlocal Agreement shall be fled with the Cleric 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 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. 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 interlocal Agreement that are not contained in this document, Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written It is further agreed that no change, amendment, alteration or modification in the terms and conditions contained 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 Interlocal 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. Goveminu Law and Venue. This interlocal Agreement shall be governed, construed and controlled according to the laws of the State of Florida, Venue for any claim, objection or dispute arising out of the terms of this Interlocal Agreement shall be proper exclusively in Mianil-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. 1 6 A 2 1 Section 27, Effective Date. This Interlocal 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.] • • • • ' i 16A21 1N WITNESS WHEREOF the Parties hereto have made and executed this interlocal Agreement on this 'd liay of ZYUty , 2012. ,,off C UT• R {z�CORPQRATED ATTEST: 2005 TOWN OF CUTLER BAY,amunicipal corporation of the State of Florida FIN/)1 BY: -�` 1' `` BY..: al2's?"--CL Town$Cleik Town ager (Affix Town Seal) Approved by Town Attorney ' as to form and legal sufficiency Town.Attorney • • • • a,? • 16A21 Section 15. 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, 16A21 ' IN WITNESS WHEREOF, the Parties hereto have made and executed this Interlocal Agreement on . 7.'7 day of 3.-k11 j 2012. CUTS ' NCOBPQAAr€S 2005 ATTEST; TOWN OF CUTLER BAY,a municipal corporation of the State of Florida BY: �I i I ' 1'_ Town =rk Town Manager (Affix Town Seal) Approved by Town Attorney as to form and legal sufficiency Town Attorney • • ATTEST: • VILLAGE OF PINECREST,a municipal corporation of the State of Flo41101) BY: BY: A.. _ a.% Gut.. . 1n. anzo,Jr„ CMC oceiy,' ano Go I' MA-CM age Cie k Village Manager . (Affix o al) Uttar Approved by Tewn Attorney ' f as to form and legal sufficiency Ld , A:,r' s ri-g Attorney • • • • . • 1 6A21 "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. 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 Pestoriza Core& Bohlske, P.L, 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 VtIt n G, f U for a+ e,treSar 124 4 S. w2-c eeC4 G'�r c�..►wj tiik.J.Cret\ 3 *t. '$t 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. Filing. 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. f 1 6 A 2 1 IN WETNESS WHEREOF, the Parties hereto have made and executed tills Interiocal Agreement an t 1 day of 5 '\ , 2012. YlpN4 w Y' t� I :CORPORATE!) • • 2005 ATTEST: • OWN OF CUTLER.BAY,amunicipal orporation of the State of Florida ak. ftortIoN • BY: LI:Para)1 ti BY: , Town C erk Town anager (Affix Town Seal) • • Approved by Town Attorney as to lona and legal self cleney Town Attorney • ATTEST: - CITY OF SOUTH MIAMI,a municipal corporation of the State.f Florida BY: fit, BY` ,0 410 ...-. k er lC l ' t3'�� Y �na:.-x (Affix Town Seal) Approved by City Attorney as to form and legal sufficiency f/A � : r City Attorne/ 1 6A21 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. mail,with return receipt requested, addressed to the Party for wham itis intended, at the'place specified. •For the present, the Parties designate the fallowing as the respective places for notice purposes; • If to Cutler Bay: • ' . Town Manager . Town of Cutler Bar • • , • • 10720 Caribbean Boulevard;-Suite 105 - _ Town of Cutler Bay, Florida 31169 ' - With a Copy to: ' Weiss Scrota Hoffman - . • . - Pastoriza Cole!& Boniske,1 P.1.1 • . 2525 Ponce de.Leen•Boulevard - Suite 700 • • •C'oral Gables;•Floride"031.34, . :• G,Ty aq co."7-60- M/irviA/ • • • i 70 .f alvdI!J : OA; • . , 0 ..ki4•M/• , ??/4' .• . Section 1S. 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 . ..97 • • 16A21 IN WITNESS WHEREOF the • =- 1-reto have made and executed this Interlocal Agreement on this •-y of , 2012. • • ATTEST: VILLAGE OF PALMETTO BAY, a municipal corpora'o the Sta of Flor d B ' ,��L' [ / /•� BY: ` I:L/ ge Clerk (Affix Village Seal) pprorCi'by1(Ill 'ge A:tttiney sp,to fort .J�eAallxiffi iency: /if d--- ' � ;•'' '' i i,� (ydlage A omey . • arP�� 16A21 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 Cutler Bay: Town Manager Town of Cutler Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Scrota Helfman Pastoriza Cole&Boniske, P1.. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 j//Le4-s4 /Yi iv4.pcp,— ( / #6.4- ox- A-Aurlv44y 1> 0 r s;. /0LA47) 4I-t, PC 77/17 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 been a joint effort of the Parties hereto and the resulting document shall not, solely as a 16A21 IN WITNESS WHEREOF, the rattles hereto have made and executed this Interlace! Agreement on this 30 day of T-1L s .,2012. • • AITEST: MMI SHORES VILLAGE,amnnieipal corporation of the State of Florida • /J BY: 4616/ /�i,i Li / BY: t` Village Clerk Village Manager . "';i IE Village Seal) • :,r Fats.pyre 9.0,4 .. l I' •". • 1 6 A21 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 Heitman Pastoriza Cole &Bonlske, RL. 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 If to Miami Shores Village: Village Manager Miami Shores Village 10050 N,E. VI Avenue Miami Shores, FL 33138 With a Copy to: Richard Sarafan, Esquire Genovese Joblove &Batista WO SE, Second Street, 44th 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, 1 6A2• 1 • IN WITNESS WHEREOF, the Parties 'hereto have made and executed this Interfocal Agreement an this day of flrkgws , 2012. ATTBST: ' CITY OF MIAMI,a municipal • corporation of the State of Floiida I. 8a-la. ;.City Clerk-Prisc,lle-A A; gbnSDti'1 I agar (Affix City Seal) Approved'by City Attorney as to form and legal,sriff`iciency /7 r City Attorney 17 1 6 A21 Section 1$. Indemnification. The Parties agree that the TPA for the District shall always indemnify and hold harmless the Parties and the District. The Parties understand end acknowledge that the indemnification provisions included in Section 11 "indemnification" of the Agreement between the Town of Cutler Say and Ygrene, dated August 15, 2011, which wild 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.❑ Miami, Florida 33133 With a Copy to: Julie O. Brit 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 e written document executed by the Parties hereto and the District, 16A21 IN WITNESS WHEREOF the Parties hereto have made and executed this Interlocal Agreement on thisFay of ..,( f , 2012. The Cie • 'execution of this Agreement 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,a municipal E corporation of the State of Florida BY. ' _ r./ , #11-4\--) BY: /� .f I 'ty Clerk `` , ity Manager • 4x Tovwt.Seal)' 4 . Aor Approved by • City Atthrney as to form awl legal sufficiency City Attorney 16A21 OR BK 28-217 Pd; 03:3:5 • LAST PAGE Section 18 Indemnification. 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 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 es 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: • [f to Cutler Bay: Town Manager Town of Gutter Bay 10720 Caribbean Boulevard, Suite 105 Town of Cutler Bay, Florida 33189 With a Copy to: Weiss Serota Hellman 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 Blltrnore•Way Coral Gables, Florida 33134 With a Copy To: City Attorney City of Coral Gables 405 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, 16A21 � Section 16. Inderr4fl9atiora. 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 Eacpress), or it must be given by written oertifled 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 Heilman Pastoriza Cole & 13onisice, P.L. , 2525 Ponce de Leon Boulevard Suite 700 Coral Gables, Florida 33134 Co I(CR.r ti.V\�'�,a w4) �C.L✓14��� I 3-2 q Trz;t E, 14'r+1€ 3-2_9C� � U _ v s FL 3y-1 I z• 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 writtsn document executed by the Parties hereto and the District, • 1 6A21 IN WITNESS WHEREOF, the Parties have made and executed this Interlocal Agreement on this ' (.1 day of 0 c p bt ,x , 2017. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGFIT E.BROcK, CLERK COLLIER COUNTY, FLORIDA, By: AttesTas to Chaireputy Clerk Penny Taylor, airman signatuwe-onIy: . Approved as to form and legality: Heidi Aston-Cicko Managing Assistant County Attorney [16-TRN-00321/1339540/1] Interlocal Signature Page 5/17/17 1 6A21 STANDARD MEMBERSHIP AGREEMENT BETWEEN GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENERGY(PACE)DISTRICT AND COLLIER COUNTY This Agreement ("the Agreement") is entered into this I%j day of � '1 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. S. 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. 1 6A21 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. 1 6A21 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 1 6 A 2 1 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. 1 6 A 2 1 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. 1 6 A 2 1 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 16A21 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] • 1 6A21 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Attest a 3r COLLIER COUNTY, FLORIDA Dwight E. Brock, CI , By: By: fest as to Chhi mal' signature-only; Witness Name Name and Title Title GREEN CORRIDOR PROPERTY ASSESSMENT CLEAN ENE' (PA E) [STRICT Attest: / / By: •.ul Winkeljohn, District Manager I BY:El Zo . Approved as to form and legality: Approved as to form and legality By: Chad Friedman, District Attorney Weiss Serota Helfman Cole & Bierman, P.L. /1/ 1 A, ------- - Assistant County Attorney