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HomeMy Public PortalAbout18-9535 Establishing a Property Assessed Clean Energy (PACE) Program Sponsored by: City Manager RESOLUTION NO. 18-9535 A RESOLUTION OF THE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, ESTABLISHING A PROPERTY ASSESSED CLEAN ENERGY (PACE) PROGRAM WITHIN THE CORPORATE LIMITS OF THE CITY OF OPA-LOCKA; APPROVING INTERLOCAL AGREEMENTS WITH THE FLORIDA GREEN FINANCE AUTHORITY, THE FLORIDA RESILENCY AND ENERGY DISTRICT AND THE FLORIDA PACE FUNDING AGENCY AUTHORIZING THE ENTITIES TO ADMINISTER VOLUNTARY NON-AD VALOREM FINANCING OF QUALIFING CONSERVATION AND ENERGY EFFICIENCY, RENEWABLE ENERGY AND WIND RESISTANCE IMPROVEMENTS; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENTS; AUTHORIZING THE USE OF THE CITY'S LOGO; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Section 163.08, Florida Statutes (the "Supplemental Act"), authorizes Counties, municipalities and certain separate Local Government entities to establish and administer financing Programs pursuant to which owners of real property may obtain funding for energy conservation and efficiency, renewable energy and wind resistance improvements (as referred to therein, the "Qualifying Improvements"), and repay such funding through voluntary special assessments, sometimes referred to as non-ad valorem assessments ("Special Assessments"), levied upon the improved property pursuant to financing agreements between the owner thereof and the local government (the "Financing Agreements"); and WHEREAS, the Florida Green Finance Authority, the Florida Resiliency and Energy District and the Florida PACE Funding Agency (individually the "Agency", collectively the "Agencies") are currently three (3) separate legal entities and units of local government within the State of Florida which were established by separate interlocal agreements for the express purpose of providing scalable and uniform platform to facilitate the financing of Qualifying Improvements throughout Florida; and WHEREAS, pursuant to the Supplemental Act or as otherwise provided by law, local governments may enter into a partnership with other local governments for the purpose of providing and financing Qualifying Improvements, and a Qualifying Improvement Program may be administered by a third party for-profit entity or a not for profit organization on behalf of or at the discretion of the local government; and WHEREAS, the installation of Qualifying Improvements may increase energy efficiency and improve the wind resistance of existing structures within the City of Opa-locka thereby Resolution No. 18-9535 reducing the burdens from fossil fuel energy production and contributing to the local economy by cost savings to property owners, enhancing property values and increasing job opportunities; and WHEREAS, the upfront costs of Qualifying Improvements impede installation and existing financing options may be insufficient for property owners to access cost-effective financing for energy-saving or wind-resistance property improvements due to requirements associated with traditional debt or equity financing options; and WHEREAS, the Agencies have already created the financing, levy and collection process to implement PACE Programs through local government partners without cost to or assumption of liability by, or demand upon the credit of the City of Opa-locka; and WHEREAS,the City of Opa-locka is presently without adequate, currently available and recurring funds to establish a program similar to the Agencies Programs; and recognizes that if it does initiate its own program it may be necessary that it commit significant time, staffing and monetary resources derived from all taxpayers, and that if it borrows the moneys necessary for such purpose and secures repayment by the proceeds derived from non-ad valorem assessments it imposes, it will likely face a demand from credit markets for an additional pledge of other City revenues; however as an alternative or supplement to any other program or approach chosen by the city, the city can concurrently an presently authorizes and approve the Agency to separately make the Agency's non-exclusive program and funding for Qualified Improvements immediately to property owners and the local economy; and WHEREAS, the City of Opa-locka City Commission deems it to be in the best interest of the citizens and residents of the City of Opa-locka to authorize the appropriate City officials to execute agreements between the Florida Green Finance Authority, the Florida Pace Funding Agency, the Florida Resiliency and Energy District and the City in an effort to provide an alternative, supplemental and non-exclusive means to achieve, inter alia, immediate and careful local economic development, commerce and job creation, as well compelling state interest and public purposes described in the Supplemental Act. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AS FOLLOWS: SECTION 1. LEGISLATIVE FINDINGS AND INTENT. The City Commission hereby adopts and incorporates into this Resolution the City staff report and City Commission agenda memorandum relating to this Resolution. The forgoing recitals are incorporated in this Resolution as if fully set forth herein and are approved and adopted. The City Commission has complied with all requirements and procedures of Florida law in processing and noticing this Resolution. SECTION 2. ESTABLISHMENT OF PACE PROGRAM. The City Commission hereby establishes a Property Assessed Clean Energy (PACE) program within the City Limits of the City of Opa-locka and requires all service providers associated with the program to participate in a minimum of two (2) public outreach events annually. Resolution No. 18-9535 SECTION 3. APPROVAL OF AGREEMENTS; AUTHORIZATION TO EXECUTE, ETC. (a). The City Commission approves the Florida Resiliency and Energy District Agreement with the City of Opa-locka attached hereto and incorporated herein as Exhibit «A„ (b). The City Commission hereby authorizes the City Manager to execute the aforementioned agreement. SECTION 4. IMPLEMENTING ADMINISTRATIVE ACTIONS; USE OF CITY LOGO. (a). The City Manager is hereby authorized and directed to take such actions as he may deem necessary and appropriate in order to implement the provisions of this Resolution. The City Manager may, as deemed appropriate, necessary and convenient, delegate the powers of implementation as herein set forth to such City employees as deemed effectual and prudent. (b). Pursuant to Section 2-13 of the Code of Ordinances of the City of Opa- locka, Florida, the City Commission hereby authorizes the use and display of the City logo solely for communicative purposes associated with the PACE program as determined by the City Manager. SECTION 5. SCRIVENER'S ERRORS. Sections of this Resolution may be renumbered or re-lettered and corrections of typographical errors which do not affect the intent may be authorized by the City Manager, or the City Manager's designee, without need of public hearing, by filing a corrected or re-codified copy of same with the City Clerk. SECTION 6. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption and is subject to the approval of the Governor or his designee. PASSED AND ADOPTED THIS 12th DAY OF September, 2018. 67e, %'� yra L. ylor Mayor Resolution No. 18-9535 Attest: Approved as to form and legal sufficiency: Joan a Flores The Brown Law Group, LLC City' Jerk City Attorney Moved by: Vice Mayor Kelley Second by: Commissioner Riley Commission Vote: 5-0 Commissioner Holmes: YES Commissioner Riley: YES Commissioner Pigatt: YES Vice-Mayor Kelley: YES Mayor Taylor: YES d:.ea� City of Opa-Locka Agenda Cover Memo Department Director: Gregory Gay Department Director Signature: Finance Director: Bryan Hamilton Finance Department Si: ature: • a City Manager: Newall Daughtrey CM Signature: F MN g Ifni I Commission Meeting Date: Item Type. 09-12-18 X (EnterX in box) Fiscal Impact: Ordinance Reading: (EnterX in box) (EnterXin box) x Public Hearing: (EnterXin box) x g (Enter Advertising Requirement: Funding Source: Fund& (EnterXin box) Dept) Account#: Ex: Contract/P.O.Required: RFP/RFQ/Bi#:N/A (EnterXin box) Strategic Plan Related Strategic Plan Priority Area: Strategic Plan (Enter X in box) Enhance Organizational D Obj./Strategy: (list the X Bus.&Economic Dev • specific objective/strategy this item Public Safety will address) Quality of Education D Qual.of Life&City Image • _ Communcation D Sponsor Name City Department: Planning& City Manager Manager Community Development A RESOLUTION OF THE CITY OF OPA-LOCKA, FLORIDA, ESTABLISHING A PROPERTY ASSESED CLEAN ENERGY (PACE) PROGRAM WITHIN THE CORPORATE LIMITS OF THE CITY OF OPA-LOCKA;APPROVING INTERLOCAL AGREEMENTS WITH THE FLORIDA GREEN Resolution—Approving Renovate America FRED/PACE Program 8-08-18 FINANCE AUTHORITY, THE FLORIDA RESILENCY AND ENERGY DISTRICT AND THE FLORIDA PACE FUNDING AGENCY; TO WHICH THE ENTITIES WILL ADMINISTER VOLUNTARY NON-AD VALOREM FINANCING OF QUALIFING CONSERVATION AND ENERGY EFFICIENCY,RENEWABLE ENERGY AND WIND RESISTANCE IMPROVEMENTS; THE MAYOR & CITY COMMISSION AUTHORIZE THE CITY MANAGER TO EXECUTE SAID AGREEMENTS; PROVIDING FOR THE USE OF THE CITY'S LOGO; AND PROVIDING FOR IMPLEMENTING ADMINISTRATIVE ACTIONS, SCRIVENER'S ERRORS, CONFLICTS, SERVERABILITY, AND EFFECTIVE DATE. The City Administration has had meetings with the experts of the Renovate America, who are experts of the Florida Resiliency and Energy District("FRED")and affiliated with the Property Assessed Clean Energy(PACE) Program. Through these meetings and correspondence, City Administration has determined that local governments that create PACE programs and join the Clean Energy Green Corridor PACE District, as provided in Florida Legislature HB 7179, provides for more affordable upfront financing to property owners for the installation of qualifying improvmenets. Those improvements include energy-efficient heating, cooling or ventilation systems, and renewable energy such as solar panels and wind resistance such as impact resistanct windows and other omprovements that are consistent with state law, specifically, Section 163.08(1) Florida Statutes. Resolution 16-9176 approved the use of the PACE Program, and the meetings with Renovate America provided the inclusion of additional providers through the FRED Program also based on the legislation that approved the PACE program, Section 163.08(1). These improvements, afforded through the FRED program, as with PACE,not only assist residents and business owners in reducing their carbon footprint and energy costs,but also stimulates the local economy by the creation of needed construction jobs. The qualifying improvements are financed through the program and the cost is assessed to the property owner as a Non-Ad Valorem Tax to be repaid through yearly property tax payments within a 20 year period. Staff has recommended approval of this legislation. Resolution 16-9176 PACE Program-YGREENE Draft Resolution FRED Program-Renovate America Supporting Documents Section 163.08(1)F.S. Resolution—Approving Renovate America FRED/PACE Program 8-08-18 Select Year: 2018 N Go The 2018 Florida Statutes Title XI Chapter 163 View Entire COUNTY ORGANIZATION AND INTERGOVERNMENTAL Chapter INTERGOVERNMENTAL RELATIONS PROGRAMS 163.08 Supplemental authority for improvements to real property.— (1)(a) In chapter 2008-227, Laws of Florida, the Legislature amended the energy goat of the state comprehensive plan to provide, in part, that the state shall reduce its energy requirements through enhanced conservation and efficiency measures in all end-use sectors and reduce atmospheric carbon dioxide by promoting an increased use of renewable energy resources. That act also declared it the public policy of the state to play a leading role in developing and instituting energy management programs that promote energy conservation, energy security, and the reduction of greenhouse gases. In addition to establishing policies to promote the use of renewable energy, the Legislature provided for a schedule of increases in energy performance of buildings subject to the Florida Energy Efficiency Code for Building Construction. In chapter 2008-191, Laws of Florida, the Legislature adopted new energy conservation and greenhouse gas reduction comprehensive planning requirements for local governments. In the 2008 general election, the voters of this state approved a constitutional amendment authorizing the Legislature, by general law, to prohibit consideration of any change or improvement made for the purpose of improving a property's resistance to wind damage or the installation of a renewable energy source device in the determination of the assessed value of residential real property. (b) The Legislature finds that all energy-consuming-improved properties that are not using energy conservation strategies contribute to the burden affecting all improved property resulting from fossil fuel energy production. Improved property that has been retrofitted with energy-related qualifying improvements receives the special benefit of alleviating the property's burden from energy consumption. All improved properties not protected from wind damage by wind resistance qualifying improvements contribute to the burden affecting all improved property resulting from potential wind damage. Improved property that has been retrofitted with wind resistance qualifying improvements receives the special benefit of reducing the property's burden from potential wind damage. Further, the installation and operation of qualifying improvements not only benefit the affected properties for which the improvements are made, but also assist in fulfilling the goals of the state's energy and hurricane mitigation policies. In order to make qualifying improvements more affordable and assist property owners who wish to undertake such improvements, the Legislature finds that there is a compelling state interest in enabling property owners to voluntarily finance such improvements with local government assistance. (c) The Legislature determines that the actions authorized under this section, including, but not limited to, the financing of qualifying improvements through the execution of financing agreements and the related imposition of voluntary assessments are reasonable and necessary to serve and achieve a compelling state interest and are necessary for the prosperity and welfare of the state and its property owners and inhabitants. I (2) As used in this section, the term: (a) "Local government"means a county, a municipality, a dependent special district as defined in s. 189.012, or a separate legal entity created pursuant to s. 163.01(7). (b) "Qualifying improvement"includes any: 1. Energy conservation and efficiency improvement, which is a measure to reduce consumption through conservation or a more efficient use of electricity, natural gas, propane, or other forms of energy on the property, induding, but not limited to, air sealing; installation of insulation; installation of energy-efficient heating, cooling, or ventilation systems; building modifications to increase the use of daylight; replacement of windows; installation of energy controls or energy recovery systems; installation of electric vehicle charging equipment; and installation of efficient lighting equipment. 2. Renewable energy improvement, which is the installation of any system in which the electrical, mechanical, or thermal energy is produced from a method that uses one or more of the following fuels or energy sources: hydrogen, solar energy, geothermal energy, bioenergy, and wind energy. 3. Wind resistance improvement, which includes, but is not limited to: a. Improving the strength of the roof deck attachment; b. Creating a secondary water barrier to prevent water intrusion; c. Installing wind-resistant shingles; d. Installing gable-end bracing; e. Reinforcing roof-to-wall connections; f. Installing storm shutters; or g. Installing opening protections. (3) A local government may levy non-ad valorem assessments to fund qualifying improvements. (4) Subject to local government ordinance or resolution, a property owner may apply to the local government for funding to finance a qualifying improvement and enter into a financing agreement with the local government. Costs incurred by the local government for such purpose may be collected as a non-ad valorem assessment. A non-ad valorem assessment shall be collected pursuant to s. 197.3632 and, notwithstanding s. 197.3632(8)(a), shall not be subject to discount for early payment. However, the notice and adoption requirements of s. 197.3632(4)do not apply if this section is used and complied with, and the intent resolution, publication of notice, and mailed notices to the property appraiser, tax collector, and Department of Revenue required by s. 197.3632(3)(a) may be provided on or before August 15 in conjunction with any non-ad valorem assessment authorized by this section, if the property { appraiser, tax collector, and local government agree. (5) Pursuant to this section or as otherwise provided by law or pursuant to a local government's home rule power, a local government may enter into a partnership with one or more local governments for the purpose of providing and financing qualifying improvements. (6) A qualifying improvement program may be administered by a for-profit entity or a not-for-profit organization on behalf of and at the discretion of the local government. (7) A local government may incur debt for the purpose of providing such improvements, payable from revenues received from the improved property, or any other available revenue source authorized by law. (8) A local government may enter into a financing agreement only with the record owner of the affected property. Any financing agreement entered into pursuant to this section or a summary memorandum of such agreement shall be recorded in the public records of the county within which the property is located by the sponsoring unit of local government within 5 days after execution of the agreement. The recorded agreement shall provide constructive notice that the assessment to be levied on the property constitutes a lien of equal dignity to county taxes and assessments from the date of recordation. (9) Before entering into a financing agreement, the local government shalt reasonably determine that all property taxes and any other assessments levied on the same bill as property taxes are paid and have not been delinquent for the preceding 3 years or the property owner's period of ownership, whichever is less; that there are no involuntary liens, including, but not limited to, construction liens on the property; that no notices of default or other evidence of property-based debt delinquency have been recorded during the preceding 3 years or the property owner's period of ownership, whichever is less; and that the property owner is current on all mortgage debt on the property. (10) A qualifying improvement shall be affixed to a building or facility that is part of the property and shall constitute an improvement to the building or facility or a fixture attached to the building or facility. An agreement between a local government and a qualifying property owner may not cover wind-resistance improvements in buildings or facilities under new construction or construction for which a certificate of occupancy or similar evidence of substantial completion of new construction or improvement has not been issued. (11) Any work requiring a license under any applicable law to make a qualifying improvement shall be performed by a contractor properly certified or registered pursuant to part I or part II of chapter 489. (12)(a) Without the consent of the holders or loan servicers of any mortgage encumbering or otherwise secured by the property, the total amount of any non-ad valorem assessment for a property under this section may not exceed 20 percent of the just value of the property as determined by the county property appraiser. (b) Notwithstanding paragraph (a), a non-ad valorem assessment for a qualifying improvement defined in subparagraph (2)(b)1. or subparagraph (2)(b)2. that is supported by an energy audit is not subject to the limits in this subsection if the audit demonstrates that the annual energy savings from the qualified improvement equals or exceeds the annual repayment amount of the non-ad valorem assessment. (13) At least 30 days before entering into a financing agreement, the property owner shall provide to the holders or loan servicers of any existing mortgages encumbering or otherwise secured by the property a notice of the owner's intent to enter into a financing agreement together with the maximum principal amount to be financed and the maximum annual assessment necessary to repay that amount. A verified copy or other proof of such notice shall be provided to the local government. A provision in any agreement between a mortgagee or other lienholder and a property owner, or otherwise now or hereafter binding upon a property owner, which allows for acceleration of payment of the mortgage, note, or lien or other unilateral modification solely as a result of entering into a financing agreement as provided for in this section is not enforceable. This subsection does not limit the authority of the holder or loan servicer to increase the required monthly escrow by an amount necessary to annually pay the qualifying improvement assessment. (14) At or before the time a purchaser executes a contract for the sale and purchase of any property for which a non-ad valorem assessment has been levied under this section and has an unpaid balance due, the seller shall give the prospective purchaser a written disclosure statement in the following form, which shall be set forth in the contract or in a separate writing: QUALIFYING IMPROVEMENTS FOR ENERGY EFFICIENCY, RENEWABLE ENERGY, OR WIND RESISTANCE. —The property being purchased is located within the jurisdiction of a local government that has placed an assessment on the property pursuant to s. 163.08, Florida Statutes. The assessment is for a qualifying improvement to the property relating to energy efficiency, renewable energy, or wind resistance, and is not based on the value of property. You are encouraged to contact the county property appraiser's office to learn more about this and other assessments that may be provided by law. (15) A provision in any agreement between a local government and a public or private power or energy provider or other utility provider is not enforceable to limit or prohibit any local government from exercising its authority under this section. (16) This section is additional and supplemental to county and municipal home rule authority and not in derogation of such authority or a limitation upon such authority. History.—s. 1,di.2010-139;s. 1,ch.2012-117;s.64,ch.2014-22. 1 Copyright®1995-2018 The Florida Legislature • legis Privacy Statement • Contact Us 1 1',Instrument Prepared by: incent T.Brown,Esq. ity Attorney ity of Opa-locks 80 Fisherman Street 1 8--locks,Florida 33054 instrument was prepared by or under the supervision 1 (and after recording should be returned to): oseph P.Stanton road&Cassel i: of America Center 490 North Orange Avenue ' • 1400 1 : , 8 o,FL 32801-4961 (SPACE reserved for Clerk of Court) LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT BETWEEN THE FLORIDA RESILIENCY AND ENERGY DISTRICT AND THE CITY OF OPA-LOCKA This Limited Purpose Party Membership Agreement (the "Agreement") is entered into this day of 20_ by and between the FLORIDA RESILIENCY AND ENERGY DISTRICT ("FRED"), a public body corporate and politic created as a separate legal entity pursuant to Section 16101(7), Florida Statutes, and City of Opa- locka, a political subdivision of the State of Florida (the "Opa-locka/Miami-Dade County") (collectively, the "Parties") for the purpose of providing a Property Assessed Clean Energy ("PACE") program within the legal boundaries of the City of Opa-locka. WITNESSETH WHEREAS, pursuant to Section 163.08(1), Florida Statutes, the legislature determined that access to financing for certain renewable energy, energy efficiency and conservation and wind resistance improvements ("Qualifying Improvements") through voluntary assessment programs such as the PACE program provides a special benefit to real property by alleviating the property's burden from energy consumption and/or reducing the property's burden from potential wind damage; and WHEREAS, in order to make such Qualifying Improvements more affordable and assist property owners who wish to undertake such improvements, the legislature also determined that there is a compelling state interest in enabling property owners to voluntarily finance such Qualifying Improvements with the assistance of local governments, through the execution of financing agreements and the related imposition of voluntary, non-ad valorem special assessments; and WHEREAS, an Interlocal Agreement, dated September 6, 2016, as amended and supplemented from time to time (the "Interlocal Agreement") was entered into between the Town of Lake Clarke Shores, the City of Fernandina Beach, and any subsequent parties thereto (the "Public Agencies") and, in the limited capacity described therein, the Florida Development Finance Corporation ("FDFC" and, together with the Public Agencies, the "Parties"), for the purpose of facilitating the fmancing of Qualifying Improvements for properties located within FRED's aggregate legal boundaries via the levy and collection of voluntary non-ad valorem special assessments on improved property; and WHEREAS, the City of Opa-locka agrees with such legislative determinations and fords that the financing of Qualifying Improvements through the PACE program provides a special benefit to participating real property within its legal boundaries; and WHEREAS, the Parties to this Agreement desire to supplement the Interlocal Agreement to include the City of Opa-locka as a Limited Member, as such term is defined in the Interlocal Agreement, on the date last signed below. NOW, THEREFORE, in consideration of the above recitals, terms and conditions, promises and covenants hereinafter set forth, the Parties agree as follows: SECTION I. DEFINITIONS. Any capitalized terms used in this Agreement, but not otherwise defined herein, shall have the meaning specified for such term in the Interlocal Agreement. SECTION 2. 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, and provide an efficient process for real property owners within the legal boundaries of the City of Opa-locka to access the PACE program and permit FRED to administer the PACE program within such legal boundaries. SECTION 3. RIGHTS OF PARTIES. FRED, together with its member Parties, and the City of Opa-locka, with the intent to be bound thereto, hereby agree that the City of Opa-locka shall become a Party to the Interlocal Agreement together with only those rights and obligations of Parties to the Interlocal Agreement as are necessary to fulfill the purposes described in this Agreement, including access to financing and processing of non-ad valorem special assessments by FRED, within the legal boundaries of the City of Opa-locka, as more specifically described below, and in accordance with federal, state, and local laws, rules, regulations, ordinances, and all operational program standards of the City of Opa-locka. SECTION 4. INCORPORATION OF RECITALS AND LEVY OF SPECIAL ASSESSMENTS. The Parties hereby acknowledge and agree with each recital to this Agreement and incorporate such findings herein as their own. The non-ad valorem special assessments arising from a property owner's voluntary participation in the PACE program shall be levied by FRED on properties within the legal boundaries the City of Opa-locka and the receipt and distribution of any non-ad valorem special assessments imposed by FRED are purely ministerial acts. SECTION 5. QUALIFYING IMPROVEMENTS. FRED may provide access to financing for Qualifying Improvements to real property within the legal boundaries of the City of Opa-locka, in accordance with Section 163.08, Florida Statutes, and subject to the terms of this Agreement, as well as applicable federal, state, and City of Opa-locka law. SECTION 6. FINANCING AGREEMENT. Before extending any financing or subjecting any participating real property within the legal boundaries of the City of Opa-locka to the non-ad valorem special assessment authorized therein, FRED and FDFC, through their designees, shall, on a non-exclusive basis pursuant to the Section 163.08, Florida Statutes and this Agreement, enter into a financing agreement (the "Financing Agreement") with property owner(s) within the legal boundaries of the City of Opa-locka who qualify for financing through FRED. 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 real property's owner's property tax bills (after completion of the project(s), permit approval, and approval by the property owner). SECTION 7. BOUNDARIES OF THE PACE PROGRAM. For the limited purposes of administering the PACE program and imposing non-ad valorem special assessments as described in this Agreement, the legal boundaries of FRED shall include the legal boundaries of the City of Opa-locka, which legal boundaries may be limited, expanded to reflect annexation, or more specifically designated from time to time by the City of Opa-locka by providing written notice to FRED. Upon execution of this Agreement and written request thereafter, the City of Opa-locka agrees to provide FRED the current legal description of the legal boundaries of the City of Opa-locka. SECTION 8. ELIGIBLE PROPERTIES. Within the legal boundaries of the City of Opa-locka, improved real property, including any residential, commercial, agricultural and industrial use may be eligible for participation in the PACE program within the limits otherwise prescribed in Section 163.08, Florida Statutes. SECTION 9. SURVIVAL OF SPECIAL ASSESSMENTS. During the term of this Agreement, FRED may levy voluntary non-ad valorem special assessments on participating properties within the legal boundaries of the City of Opa-locka to help secure the financing of costs of Qualifying Improvements constructed or acquired on such properties based on the finding of special benefit by the City of Opa-locka incorporated into Section 3 hereof. Those properties receiving financing for Qualifying Improvements shall be assessed by FRED until such time as the financing for such Qualified Improvement is repaid in full, in accordance with Section 163.08, Florida Statutes, and other applicable law. Notwithstanding termination of this Agreement or notice of a change in the legal boundaries of the City of Opa-locka as provided for herein, those properties that have received financing for Qualifying Improvements shall continue to be a part of FRED, until such time that all outstanding debt has been satisfied. SECTION 10. 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") in accordance with the terms of the Interlocal Agreement. Beginning on the date FRED receives a Termination Notice from the City of Opa-locka ("Termination Date"), FRED shall not approve any new applications affecting property within the legal boundaries of the City of Opa-locka 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 PACE program, shall continue to be a part of FRED, for the sole purpose of FRED imposing assessments for the repayment of such property's outstanding debt, until such time that all outstanding debt has been satisfied. SECTION 11. CONSENT. This Agreement, together with the resolution by the governing board of the City of Opa-locka approving this Agreement, shall be considered the Parties' consent to authorize FRED to administer the PACE program within the legal boundaries of the City of Opa-locka, as required by Section 163.08, Florida Statutes. SECTION 12. CITY OF OPA-LOCKA COORDINATOR. The [Planning & Community Development Department/ Building & License Department] within the City of Opa-locka shall serve as the City of Opa-locka's primary point of contact and coordinator. The City of Opa-locka will advise FRED of any changes to the City of Opa-locka's primary contact and coordinator within 30 days of such changes. SECTION 13. CARBON OR SIMILAR CREDITS. To the extent permitted by law, in the event that the Financing Agreement or any other PACE agreement with the property owner provides for the transfer of any carbon or similar mitigation credits derived from Qualifying Improvements to FRED, any such carbon or similar mitigation credits derived from properties within the legal boundaries of the City of Opa-locka, shall be shared in equal parts between FRED and the City of Opa-locka. SECTION 14. LIMITED OBLIGATIONS. Neither FRED nor FDFC is authorized to issue bonds, or any other form of debt, on behalf of the City of Opa-locka without a separate interlocal agreement or other authority provided by State law. To the extent that FRED or FDFC issues PACE-related bonds under its own authority in connection with this Agreement, the security for such bonds may be secured by non-ad valorem special assessments imposed by FRED on participating properties within the legal boundaries of the City of Opa-locka. The issuance of such bonds shall not directly or indirectly or contingently obligate the City of Opa-locka to levy or to pledge any form of taxation whatever, or to levy ad valorem taxes on any property within their territorial limits to pay the bonds, and the bonds shall not constitute a lien upon any property owned by the City of Opa-locka. For any such bonds, the bond disclosure document, if any, shall include references to the fact that the City of Opa-locka is not an obligated party, and also adequately disclose material attendant risks with PACE programs. SECTION 15. LIABILITY, INDEMNIFICATION AND SOVEREIGN IMMUNITY. (A) The City of Opa-locka and FRED are and shall be subject to Sections 768.28 and 163.01(9)(c), Florida Statutes, and any other provisions of Florida law governing sovereign immunity. Pursuant to Section 163.01(5)(0), Florida Statutes, and this covenant of the parties hereto, the local governments who are either or both the founders or members of FRED shall not be held jointly liable for the torts of the officers or employees of the FRED, or any other tort attributable to FRED, and that FRED alone shall be liable for any torts attributable to it or for torts of its officers, employees or agents, and then only to the extent of the waiver of sovereign immunity or limitation of liability as specified in Section 768.28, Florida Statutes. The City of Opa-locka and FRED acknowledge and agree that FRED shall have all of the applicable privileges and immunities from liability and exemptions from laws, ordinances, rules and common law which apply to the municipalities and counties of the State. The City of Opa-locka is completely independent of FRED. To the extent provided by law, FRED shall indemnify, defend and hold harmless the City of Opa-locka from any and all damages, claims, and liability arising from the negligence or intentional misconduct of FRED relating to operation of the PACE program. Nothing in this Agreement is intended to inure to the benefit of any third-party for the purpose of allowing any claim, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. (B) Neither the City of Opa-locka, nor the local governments who are either or both the founders or members of the Agency, nor any subsequently joining or participating local government as members of FRED shall in any manner be obligated to pay any debts, obligations or liabilities arising as a result of any actions of FRED, the governing board of FRED or any other agents, employees, officers or officials of FRED, except to the extent otherwise mutually and expressly agreed upon, and neither FRED, the governing board of FRED or any other agents, employees, officers or officials of FRED have any authority or power to otherwise obligate either the City of Opa-locka, the local governments who are either or both the founders or members of FRED, nor any subsequently subscribing or participating local government in the business of FRED in any manner. (C) All of the privileges and immunities from liability and exemptions from laws, ordinances and rules which apply to the activity of officials, officers, agents or employees of the parties shall apply to the officials, officers, agents or employees thereof when performing their respective functions and duties under the provisions of this Agreement. SECTION 16. AGREEMENTS WITH TAX COLLECTOR AND PROPERTY APPRAISER. This Agreement shall be subject to the express condition precedent that FRED enter into separate agreement(s) with the tax collector and the property appraiser having jurisdiction over the legal boundaries of the City of Opa- locka, which shall provide for the collection of any non-ad valorem special assessments imposed by FRED within the legal boundaries of the City of Opa-locka. If required by the tax collector and property appraiser, the City of Opa-locka agrees to enter into those agreements as a third-party to facilitate the collection of the non-ad valorem special assessments imposed by FRED. SECTION 17. OPINION OF BOND COUNSEL. FRED warrants, based on counsel's review of the bond validation judgment and the underlying bond documents that the FDFC PACE program's structure complies with the bond validation judgment and the underlying bond documents. SECTION 18. AGENTS OF FRED. FRED shall ensure that its agents, administrators, subcontractors, successors and assigns are, at all times, in compliance with the terms of this Agreement and applicable City of Opa-locka, state and federal laws. SECTION 19. 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, or by electronic mail, 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 FRED: The Florida Resiliency and Energy District do Florida Development Finance Corporation William "Bill" F. Spivey, Jr. Executive Director 156 Tuskawilla Road, Suite 2340 Winter Springs, FL 32708 bspivey(Odfcbonds.com and Issuer's Counsel with Broad and Cassel Joseph Stanton, Esq. Bank of America Center 390 North Orange Avenue Suite 1400 Orlando, FL 32801-4961 407.839.4200 (t) j Stanton @broadandcassel.com If to City of Opa-locka: City of Opa-locka Coordinator, 780 Fisherman Street P&CD/ Bldg. &Lic. Department SECTION 20. 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 City of Opa-locka and FRED or other delegated authority authorized to execute same on their behalf SECTION 21. JOINT EFFORT. The preparation of 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. SECTION 22. 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. SECTION 23. 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. SECTION 24. THIRD PARTY BENEFICIARIES. None of the Parties intend 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; provided, however, that counsel to the Parties may rely on this Agreement for purposes of providing any legal opinions required by the issuance of debt to finance the Qualifying Improvements. SECTION 25. 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. SECTION 26. RECORDING. This Limited Purpose Party Membership Agreement shall be filed by FRED with the Clerk of the Circuit Court in the Public Records of the City of Opa-locka and recorded in the public records of the City of Opa- locka as an amendment to the Interlocal Agreement, in accordance with Section 163.01(11), Florida Statutes. SECTION 27. 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. SECTION 28. EFFECTIVE DATE. This Agreement shall become effective upon the execution by both Parties hereto. SECTION 29. 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 [First...Twentieth] Judicial Circuit in and for Miami-Dade County, Florida, the United States District Court for the Southern District of Florida or United States Bankruptcy Court for the Southern District of Florida, as appropriate. [SIGNATURE PAGES FOLLOW] [SIGNATURE PAGE TO LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT] IN WITNESS WHEREOF,the Parties hereto have made and executed this Agreement on this day of ,2018. City of Opa-locka,FLORIDA By: Date City of Opa-locka Mayor or Designee For the CITY of Opa-locka, Attest: By: Deputy Clerk Date STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of ,20_,by of the [INSERT PUBLIC AGENCY],Florida, who is personally known to me/has produced Printed/Typed Name: (SEAL) Notary Public-State of Florida Commission Number: [SIGNATURE PAGE TO LIMITED PURPOSE PARTY MEMBERSHIP AGREEMENT] WITNESS: FLORIDA DEVELOPMENT FINANCE CORPORATION on behalf of FLORIDA RESILIENCY AND ENERGY DISTRICT By: William "Bill" F. Spivey,Jr. WITNESS: Executive Director STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of ,20 by William "Bill" F. Spivey,Jr.,Executive Director of the Florida Development Finance Corporation, who is personally known to me/has produced as identification. Printed/Typed Name: (SEAL) Notary Public-State of Florida Commission Number: