Res No 145-11-13459RESOLUTION 145 -11 -13459
A Resolution adopting an Interlocal Agreement between
the City and other municipalities relating to the
Green Corridor Property Assessment Clean Energy
(PACE) District; authorizing the City Manager to take
any and all steps necessary to execute the necessary
documents to carry out the intent and purpose of this
resolution.
WHEREAS, the City of South Miami adopted Resolution No. 24-
10 -13058 dated January 26, 2010 supporting the Green Corridor
District legislation, which is a PACE program; and
WHEREAS, the City Commission desires to enter into an
agreement with other municipalities in order to provide for the
upfront financing for qualifying improvements as provided for in
Section 163.08, Florida Statutes, and
WHEREAS, the City Commission finds that this resolution is
in the best interest and welfare of the residents of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY OF
SOUTH MIAMI, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The above recitals are true and
correct and are incorporated herein by this reference.
Section 2. Adoption of Interlocal Agreement. The City
Commission hereby approves the Interlocal Agreement between the
City of South Miami and other municipalities, in substantially
the form attached hereto as Exhibit "A," relating to the Green
Corridor PACE District.
Section 3. Authorization. The City Manager is hereby
authorized to take any and all steps necessary to execute the
necessary documents to carry out the intent and purpose of this
Resolution.
Section 4. Effective Date. This resolution shall take
effect immediately upon adoption.
PASSED AND ADOPTED this 6th_, day of septemhPr 2011.
Page I o£2
Res. No. 145 -11 -13459
ATTEST:
APPROVED:
u
COMMISSION VOTE: 5 -0
Mayor Stoddard:
Yea
Vice Mayor Newman:
Yea
Commissioner Beasley:
Yea
Commissioner Palmer:
Yea
Commissioner Harris:
Yea
Page 2 of 2
INTERLOCAL AGREEMENT
BETWEEN
THE TOWN OF CUTLER BAY, FLORIDA,
i
This Interlocal Agreement is entered into between the Town of Cutler Bay,
Florida, a Florida municipal corporation, hereinafter referred to as "Cutler Bay ;"
and
Florida, a Florida municipal corporation, hereinafter
referred to as the "City B;"
referred to as the "City C ;"
and
Florida, a Florida municipal corporation, hereinafter
and
the Green Corridor Property Assessment Clean Energy (PACE) District, hereinafter
referred to as the "District."
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, Cutler Bay, City B, and City C desire to enter into an interlocal
agreement for establishment of the District as a separate legal entity (Collectively, the
"Parties "); and
WHEREAS, Section 166.021, Florida Statutes, authorizes Cutler Bay, City B
and City C 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 or a dependent special district as defined in Section
189.403, Florida Statutes, may finance energy related "qualifying improvements"
through voluntary assessments; and
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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 for
energy conservation and efficiency improvements within the District; and
WHEREAS, Cutler Bay, City B and City C have determined that it is necessary
and appropriate to create the District and to clarify various obligations for future
cooperation between Cutler Bay, City B and City C related to the financing of qualifying
improvements within the District; and
WHEREAS, Cutler Bay; City B and City C 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 financing of qualifying improvements for property owners within the
District. The District shall be a separate legal entity, pursuant to Section 163.01, Florida
Statutes.
Section 3. Qualifying Improvements, The District shall allow the financing of
qualifying improvements as defined in 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
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 the
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Board (as defined in Section 6 below), execution of this Interlocal Agreement and
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 assist the local
governments in levying 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 local government's termination of participation within this Interlocal Agreement, those
properties that have received financing for qualifying improvements shall continue to be
a part of the District, until such time that all outstanding debt has been satisfied.
Section 6. Governing Board of the District. The District shall be governed by a
governing board of the District (the "Board, ") which shall be comprised of current
elected officials of the Parties to this Interlocal Agreement and one at large member.
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). The initial Board which shall serve for an initial four (4) year term and shall consist
of one (1) representative(s) appointed by Cutler Bay, one (1) representative(s)
appointed by City B, and one (1) representative(s) appointed by City C. The initial at
large member of the Board shall be appointed by a majority vote of the Board at its first
regularly scheduled meeting. All subsequent renewal terms shall be for four (4) years.
Following the initial Board appointments, the Parties to this Interlocal Agreement shall
nominate appointees to be elected to the Board by current sitting Board members. In
the event a Board member loses his or her elected seat, that Party to this Interlocal
Agreement shall appoint a replacement elected official 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 Attornev. The Town Manager of Cutler Bay shall
serve as the staff to the District. In addition, the Town Attorney for Cutler Bay shall
serve as the counsel to the District. The Parties agree to designate the Town Manager
of Cutler Bay, as their authorized agent for purposes of signing any agreements
authorized by the Board. After the District has been operating for two years, the Board
may choose to hire different District staff and /or Attorney.
Section 9. Authorized Official. The Parties agree to each identify a local
official or designee of the respective Party who is authorized to enter into a financing
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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 a Third Party Administrator will be performed by the Town of Cutler Bay
in accordance, with its adopted procurement procedures. Upon the Town of Cutler Bay
selecting the Third Party Administrator (TPA), the Town will enter into an agreement
with the TPA, which will be subsequently 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
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.
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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 Interlocal Agreement upon reasonable notice.
Section 13. Term. This Interlocal Agreement shall remain in full force and
effect from the date of its execution; provided, however, that any Party may terminate its
involvement in the District and its participation in this Interlocal Agreement upon ten (10)
days' written notice to the other Parties. Should a Party terminate its participation in this
Interlocal Agreement, be dissolved, abolished, or otherwise cease to exist, the District
and this Interlocal Agreement shall continue until such time as all remaining Parties
agree to terminate.
Section 14. Consent. This Interlocal Agreement and any required resolution or
ordinance of an individual Party shall be considered the Parties' consent to the creation
of the District as required by Sections 163.01 and 163.08, Florida Statutes.
Section 15. Liability. The Parties hereto shall each be individually and
separately liable and responsible for the actions of its officers, agents and employees in
the performance of their respective obligations under this Interlocal 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 all of their respective costs, attorneys' fees, expenses
and liabilities incurred as a result of any such claims, demands, suits, actions, damages
and causes of action, including the investigation or the defense thereof, and from and
against any orders, judgments or decrees which may be entered as a result thereof.
For any action or proceeding brought against the District pursuant to this Interlocal
Agreement, the Parties shall each contribute pro rata for all costs, attorneys' fees,
expenses and liabilities incurred as a result of any such claims, demands, suits, actions,
damages and causes of action, including the investigation or the defense thereof, and
from and against any orders, judgments or decrees which may be entered as a result
thereof. The Parties shall each individually maintain throughout the term of this
Interlocal Agreement any and all applicable insurance coverage required by Florida law
for governmental entities.
Section 16. 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
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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
If to City B: U(-CG lr
Gt3o
Lit kk'p � �- st � 3
If to City C:
Section 13. 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 14, 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 (111),
Florida Statutes.
Section 15. 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 16. Merger. This Interlocal Agreement incorporates and includes all
prior negotiations, correspondence, agreements or understandings applicable to the
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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 17. 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. s
Section 18. 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 19. Governing 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 Miami -Dade County, Florida.
Section 20. Severability. In the event a portion of this Interlocal Agreement is
found by a court of competent jurisdiction to be invalid, the remaining provisions shall
continue to be effective.
Section 21. Effective Date and Joinder by District. This Interlocal Agreement
shall become effective upon the execution by the Parties hereto. It is agreed that, upon
the formation of the District, the District shall thereafter join this Interlocal Agreement
and that the District shall thereafter be deemed a Party to this Interlocal Agreement as if
it were an original Party thereto.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF,, the Parties hereto have made and executed this
Interlocal Agreement on this 17 _day of SgVe &c,/' 12011.
i [l' CORPO
ATTEST: ®1 2005 Lou LER BAY, a municipal
F A c orati of the State- ofTlorida
1MV
Town Clerk
(Affix Town Seal)
Manager
Approved by Town Attorney
as to form and legal sufficiency GZ�
Town Attorney
E:1
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