FLORIDA GREEN FINANCE AUTHORITY

Regular Board Meeting March 2, 2023
2:00 P.M.

AGENDA
FLORIDA GREEN FINANCE AUTHORITY
Town of Lantana 500 Greynolds Circle
Lantana, FL 33462
1-877-402-9753 Access Code 2236281
REGULAR BOARD MEETING
March 2, 2023
2:00 p.m.

Call to Order
Proof of Publication	Page 1
Establish Quorum
Additions or Deletions to Agenda
Comments from the Public for Items Not on the Agenda
Approval of Minutes
September 1, 2022 Regular Board Meeting & Public Hearing	Page 2
Status/Program Update – Information Report…	Page 6
Residential
Commercial
Old Business
New Business
Consider Resolution No. 2023-01 – Authorizing Administrator’s Request to Assign to a Third Party the Authority to Close and Fund the Acquisition of Bonds or Obligations Under the
Administration Services Agreement	Page 14
Consider Resolution No. 2023-02 – Authorizing the Chairman to Execute the First Amendment to Commercial PACE Program Administrations Services Agreement by and Between the FGFA
and Petros PACE Administrator, LLC	Page 18
Administrative Matters
Board Member Comments
Adjourn

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Page 1

MINUTES
FLORIDA GREEN FINANCE AUTHORITY REGULAR BOARD MEETING & PUBLIC HEARING
SEPTEMBER 1, 2022

Call to Order

Mr. Karmeris called the September 1, 2022, Regular Board Meeting of the Florida Green Finance Authority to order at 2:14 p.m. at the Town of Lantana, 500 Greynolds Circle, Lantana, Florida 33462.

Proof of Publication

Proof of publication was presented showing that notice of the Regular Board Meeting had been published in the Palm Beach Post, Florida Today, and Tampa Tribune on August 17, 2022 and August 24, 2022 as legally required.

Establish Quorum

A quorum was established with the following Supervisors present:

Supervisor	Jurisdiction	Present/Absent	
Chairman Ken Metcalf	Town of Mangonia Park	Present	
Vice Chair Nicole Dritz	Town of Lantana	Present	
Wayne Messam	Town of Miramar	Present	
Wendy Collazo	City of St. Cloud	Present (via telephone)	

Others present at the meeting were:

Staff Members	Company/Agency	
Andrew Karmeris	Special District Services	
Mitty Barnard (via telephone)	Davis & Associates, P.A.	
Bill Capko	Lewis, Longman & Walker	
Chelsey Olsen	Renew Financial	
Jenny Rojo-Suarez	Renew Financial	
Leah Wiggs	Renew Financial	
Matt Choy (via telephone)	Renew Financial	
Pam Rodriguez (via telephone)	Renew Financial	
Erin Deady (via telephone)	Petros Partners	

Additions or Deletions to the Agenda

There were no additions or deletions to the agenda.

Comments from the Public for Items Not on the Agenda

MINUTES
FLORIDA GREEN FINANCE AUTHORITY REGULAR BOARD MEETING & PUBLIC HEARING
SEPTEMBER 1, 2022

There were no comments from the public for items not on the agenda

Approval of Minutes

June 2, 2022, Regular Board Meeting
A motion was made by Vice Chair Dritz, seconded by Supervisor Messam to approve the minutes of the June 2, 2022 Special Board Meeting, as presented.

The Board was polled:

Supervisor	Jurisdiction	Vote	
Chairman Ken Metcalf	Town of Mangonia Park	Yes	
Vice Chair Nicole Dritz	Town of Lantana	Yes	
Wayne Messam	Town of Miramar	Yes	
Wendy Collazo	City of St. Cloud	Yes	

The motion carried 4-0.

Status/Program Update – Information Report

Residential
Ms. Chelsey Olsen provided a program update by reviewing the materials in the agenda package. She then presented a consumer complaint resolution presentation and answered all Board questions.

Ms. Pam Rodriguez provided an update on marketing efforts. Mr. Matthey Choy provided an update on Enrolled jurisdictions.
Commercial
Ms. Erin Deady provides a commercial program update and also commented on State and Federal legislation.

The Regular Board Meeting was recessed, and the Public Hearing was opened at 2:37 p.m.

PUBLIC HEARING

Proof of Publication
Receive Public Comments on Fiscal Year 2022/2023 Final Budget
Public comment was solicited. There were no comments.

MINUTES
FLORIDA GREEN FINANCE AUTHORITY REGULAR BOARD MEETING & PUBLIC HEARING
SEPTEMBER 1, 2022

Consider Resolution No. 2022-03 – Adopting a Fiscal Year 2022/2023 Final Budget
Mr. Karmeris introduced Resolution 2022-03:
RESOLUTION NO. 2022-03

A RESOLUTION OF THE FLORIDA GREEN FINANCE AUTHORITY ADOPTING A FISCAL YEAR 2022/2023 BUDGET.

A motion made by Supervisor Messam, seconded by Vice Chair Dritz to approve Resolution No. 2022-03 – Adopting a Fiscal Year 2022/2023 Final Budget, as presented.

The Board was polled:

Supervisor	Jurisdiction	Vote	
Chairman Ken Metcalf	Town of Mangonia Park	Yes	
Vice Chair Nicole Dritz	Town of Lantana	Yes	
Wayne Messam	Town of Miramar	Yes	
Wendy Collazo	City of St. Cloud	Yes	

The motion carried 4-0.

The Public Hearing was then closed at 2:41 p.m. and the Regular Board Meeting was reconvened.

Old Business

There were no Old Business items to be addressed.

New Business

Consider Resolution No. 2022-04 - Adopting a Fiscal Year 2022/2023 Meeting Schedule

Mr. Karmeris introduced Resolution 2022-04:

RESOLUTION NO. 2022-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FLORIDA GREEN FINANCE AUTHORITY, ESTABLISHING A REGULAR MEETING SCHEDULE FOR FISCAL YEAR 2022/2023 AND SETTING THE TIME AND LOCATION OF SAID DISTRICT MEETINGS; PROVIDING A PROCESS FOR RE-SCHEDULING REGULAR MEETINGS DUE TO UNFORESEEN CIRCUMSTANCES

MINUTES
FLORIDA GREEN FINANCE AUTHORITY REGULAR BOARD MEETING & PUBLIC HEARING
SEPTEMBER 1, 2022

INCLUDING, BUT NOT LIMITED TO THE LACK OF A QUORUM; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES.

A motion made by Vice Chair Dritz, seconded by Supervisor Messam to approve Resolution No. 2022-04 – Adopting a Fiscal Year 2022/2023 Meeting Schedule, as presented.

The Board was polled:

Supervisor	Jurisdiction	Vote	
Chairman Ken Metcalf	Town of Mangonia Park	Yes	
Vice Chair Nicole Dritz	Town of Lantana	Yes	
Wayne Messam	Town of Miramar	Yes	
Wendy Colazzo	City of St. Cloud	Yes	

The motion carried 4-0.

Administrative Matters

There were no administrative matters.

Board Member Comments

Chairman Metcalf thanked Ms. Olsen for her presentation and appreciated the time she spent on it.

Adjourn

The meeting was adjourned at 2:43 p.m. after a motion by Supervisor Messam, and a second by Vice Chair Dritz. There motion carried 4-0.

Secretary	Chairman

INFORMATION REPORT

DATE:	MARCH 2, 2023
FGFA PROGRAM: RENEWPACE – PROPERTY ASSESSED CLEAN ENERGY PROGRAM

PURPOSE:

UPDATE ON RENEWPACE RESIDENTIAL PROGRAM
UPDATE ON MARKETING EFFORTS
UPDATE ON STATE AND FEDERAL LEGISLATION
UPDATE ON RPACE ENROLLED JURISDICTIONS
UPDATE ON TAX COLLECTOR AGREEMENTS

BOARD MEMBERS:
Chair Ken Metcalf, Town of Mangonia Park Vice Chair Nicole Dritz, Town of Lantana Dave Robau, City of Pensacola
Wayne Messam, City of Miramar Wendy Collazo, City of St. Cloud Nancy Gallinaro, City of North Port

Background:

RenewPACE is a Program of the Florida Green Finance Authority (the “Authority”) designed to offer communities, property owners and capital providers a multitude of options for investing in community improvements that save both energy and money. The Authority Board of Supervisors (“Board”) is being asked to hear or consider several items for the RenewPACE residential program, as well as administrative items related to the management of the Authority:

Discussion:

UPDATE ON RENEWPACE RESIDENTIAL PROGRAM

Program Application Statistics (as of 2/13/2023)

The program is contributing to the local goals of creating jobs and saving energy.
Jobs created: 8,080
Utility bill savings electricity (lifetime): $ 166,088,772
Utility bill savings natural gas (lifetime): $11,444,912
Lifetime energy generation & savings:
Renewable energy generated (kWh): 685,840,789
Energy saved (kWh): 124,636,710
Therms saved: 9,083,264
Green House Gas Reductions: 290,024 metric tons Below is a summary of program application statistics.
As of 02/13/2023	5/5/2022	8/5/2022	11/3/2022	2/13/2023	
# Applications	64,224	69,021	76,973	83,042	
Total App Value	$1,598,958,431	$1,739,080,967	$1,998,847,438	$2,200,510,414	
Average Assessment Value	$22,621	$22,161	$23,126	$23,767	
Approved (#/$)*	32,778 /
$811,807,855	35,348 /
$891,114,788	38,804 /
$1,013,150,520	40,182 /
$1,061,992,637	
Funded (#/$)	16,357 /
$369,257,097	17,450 /
$399,869,004	19,133 /
$447,370,689	21,619 /
$527,311,924	
# Active Contractors	399	428	605	687	
# Counties Approved (RPACE)	25	25	25	25	

Count of Apps Received, Approved, Funded

90000
80000
70000
60000
50000
40000
30000
20000
10000
0

Apps Received (#)

Apps Received (#)

Approved Applications (#)

Approved Applications (#)  Approved Applications (#)  Funded Applicat ions(#)

*Inclusive of funded projects

*Q1 2023 up to 2/13/2023

As of 02/13/2023	# of
Applications	Total Application
Value	Approved # / $*	Funded (#/$)	
Town of Mangonia Park	14	$450,266	9 / $317,467	6 / $141,423	
Town of Lantana	221	$5,839,220	110 / $2,722,993	65 / $1,618,578	
City of Pensacola	50	$1,367,841	7 / $163,700	1 / $28,608	
City of Miramar	2,287	$69,080,825	1,152 / $37,102,908	522 / $15,281,671	
City of St. Cloud	489	$13,977,844	213 / $6,715,729	132 / $4,213,217	
City of North Port	584	$12,190,443	302 / $5,254,304	179 / $2,665,363	
*Inclusive of funded projects

Applications have been submitted for a range of products including air source heat pumps, insulation, duct replacement, water heaters, windows, wind-resistant shingles, storm windows, storm shutters, doors, central air conditioners, solar, and roofs.

Renewable Energy Project %
23%

Energy Efficiency Project %	Safety & Resilience Project %
14%	63%

Program Policy Updates

Per Resolution 2016-03 (Section 9), the Board authorized the Program Administrator to amend the Residential Handbook from time to time. Per Exhibit A of the Third-Party Administration Services Agreement Section I.3.a.iv, Renew Financial is responsible for maintaining “Program Application & Funding Request Forms”. The following is a brief summary of the updates. Renew Financial has provided an opportunity for review of the policy details to the standard working group that includes Special District Services, legal counsels, and key partners prior to implementing any new policy.

The following updates have been made to the Residential Handbook: Add Biscayne Park (Miami Dade County) to the Participating Cities list.

Consumer Complaints

Renew Financial tracks consumer complaints. There are currently 52 unresolved complaints. Complaints are addressed through outreach to the property owner(s) and contractor (if applicable). Complaints were resolved in an average of 43 calendar days. Renew Financial makes every effort to address and resolve issues quickly. Delays in resolution may occur depending on availability of the parties and degree of the complaint. Resolution resulted in a variety of actions including, but not limited to, additional training of contractor, confirmation of key terms with property owner, withdraw of application at request of property owner, and refund of a portion of the cost to the property owner by the contractor.

Below is a brief summary of complaints (as of 02/13/2023):
Number of complaints received and resolved since program launch in 2016: 902
Complaint Rate: 4%
Contractors involved in complaints: 722
Most common categories of complaints: Workmanship; Delayed/Incomplete Projects

UPDATE ON MARKETING EFFORTS

Any updates will be provided at the Authority Board meeting.

UPDATE ON STATE AND FEDERAL LEGISLATION

Any updates will be provided at the Authority Board meeting.

UPDATE ON ENROLLED JURISDICTIONS (see list on the following pages)

Map of Residential Opt-Ins:

BROWARD 
Coconut Creek*
Cooper City*
Coral Springs*
Dania Beach*
Davie*
Deerfield Beach*
Fort Lauderdale
Hallandale Beach*
Hillsboro Beach*
Hollywood*
Lauderdale-by-the-Sea*
Lauderdale Lakes*
Lauderhill*
Lazy Lake*
Lighthouse Point*
Margate
Miramar
North Lauderdale*
Oakland Park*
Parkland*
Pembroke Park*
Pembroke Pines
Plantation*
Pompano Beach
Sea Ranch Lakes*
Southwest Ranches*
Sunrise*
Tamarac*
Weston*
West Park*
Wilton Manors*
Unincorporated County*
CHARLOTTE (CPACE)
Punta Gorda
Unincorporated County

CITRUS
Inverness*
Crystal River*
Unincorporated County

COLLIER
Naples
Unincorporated	County (CPACE)

ESCAMBIA 
Century (CPACE)
Pensacola
Unincorporated	County (CPACE)

HIGHLANDS
Sebring (CPACE)
Lake Placid (CPACE)
Avon Park (CPACE)
Unincorporated	County (CPACE)

INDIAN RIVER
Fellsmere
Sebastian
Unincorporated	County (CPACE)

JEFFERSON
Monticello*
Unincorporated County

LAKE
Eustis (CPACE)
Leesburg
Mount Dora
LEE
Bonita Springs
Cape Coral
Estero
Fort Myers

LEVY 
Fanning Springs
Williston
Unincorporated County
MANATEE
Bradenton*
Bradenton Beach*
Palmetto*
Unincorporated County

MARION
Unincorporated County

PALM BEACH
Atlantis*
Belle Glade*
Boca Raton*
Boynton Beach
Briny Breezes*
Cloud Lake*
Delray Beach
Glen Ridge*
Golf
Greenacres*
Gulfstream*
Haverhill*
Highland Beach*
Hypoluxo*
Juno Beach*
Jupiter*
Jupiter Inlet Colony*
Lake Clarke Shores*
Lake Park*
Lake Worth
Lantana
Loxahatchee Groves*
Manalapan*
Mangonia Park
North Palm Beach
Ocean Ridge*
Pahokee*
Palm Beach*
Palm Beach Gardens*
Palm Beach Shores
Palm Springs*
Riviera Beach*
Royal Palm Beach*
South Bay*
South Palm Beach*
Tequesta
Wellington*
West Lake*
West Palm Beach
Unincorporated County

POLK 
Haines City
Lake Wales

PASCO 
Port Richey
Zephyrhills
Unincorporated County
PINELLAS 
Gulfport (CPACE)
SARASOTA
North Port*
Sarasota*

MARTIN
Sewall’s Point
Stuart
Unincorporated County

MIAMI-DADE 
Aventura
Biscayne Park
Coral Gables
Cutler Bay
Doral
El Poral
Hialeah
Homestead
Key Biscayne
Medley
Miami
Miami Beach
Miami Gardens
Miami Lakes
Miami Shores Village
Miami Springs
North Bay Village
North Miami
North Miami Beach
Opa-Locka
Palmetto Bay
Pinecrest
Surfside
Sweetwater
Virginia Gardens
West Miami
Unincorporated County

MONROE
Islamorada*
Key Colony Beach*
Key West*
Layton*
Marathon*
Unincorporated County

NASSAU 
Fernandina Beach

OKEECHOBEE 
Okeechobee
Unincorporated County

ORANGE 
Apopka

Venice*
Unincorporated County

SEMINOLE 
Longwood
Oviedo
Sanford
ST. JOHNS
Unincorporated County (CPACE)
SUWANNEE
Branford
Live Oak
Unincorporated County
VOLUSIA
Daytona Beach Shores
Edgewater
New Smyrna Beach
Orange City
Port Orange
WALTON
Unincorporated County (CPACE)

Belle Isle
Orlando
Winter Garden (CPACE)
Winter Haven (CPACE)
Winter Park
Unincorporated	County (CPACE)

OSCEOLA
Kissimmee*
St. Cloud*
Unincorporated County

1 Those jurisdictions denoted with an asterisk became Parties to the Authority through the County’s Interlocal Agreement.

2 Please note that with regard to Sebastian that while it had signed onto the Original ILA, we are currently in extended discussions with this jurisdiction about signing onto to the updated Second Amended and Restated ILA. Until we finalize these discussions we have verbally agreed not to activate residential PACE in the jurisdiction until those discussions have concluded.

UPDATE ON TAX COLLECTOR AGREEMENTS

Uniform Collection Agreements are currently in place with the following county Tax Collector’s offices: Alachua, Brevard, Broward, Charlotte, Citrus, Collier, Escambia, Hernando, Highlands, Hillsborough, Indian River, Lake, Lee, Levy, Manatee, Marion (re-executed), Martin, Miami-Dade, Monroe, Nassau, Okeechobee, Orange, Osceola, Palm Beach, Pasco, Pinellas, Polk, Sarasota, Seminole, St. Johns and Volusia.

RESOLUTION NO. 2023-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FLORIDA GREEN FINANCE AUTHORITY (“FGFA”), AUTHORIZING AND APPROVING ADMINISTRATOR’S (AS DEFINED BELOW) REQUEST TO ASSIGN TO A THIRD PARTY THE AUTHORITY TO CLOSE AND FUND THE ACQUISITION OF THE BONDS OR OBLIGATIONS UNDER THE ADMINISTRATION SERVICES AGREEMENT (AS DEFINED BELOW); PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; PROVIDING AN EFFECTIVE DATE, AND FOR OTHER PURPOSES.

WHEREAS, the FGFA Board of Supervisors is currently party to that certain Second Amended and Restated Renew PACE Administration Services Agreement, dated and effective as of December 5, 2019 (as amended, the "Administration Services Agreement") with Renew Financial Group LLC, as administrator (the "Administrator"); and

WHEREAS, the Administrator and affiliates thereof seek to enter into a financing arrangement with third-party lenders, LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P. (“Lenders”), pursuant to which Lenders will lend monies to Renew WCF LLC (“Borrower”), an affiliate of the Administrator, which shall be advanced to contractors to facilitate the contractor’s completion of projects that will eventually be the subject of assessments securing the Bonds or Obligations issued by the FGFA; and

WHEREAS, Exhibit A, Section III of the Administration Services Agreements states that “[w]ith prior approval from the Authority, Administrator may assign to a third party the authority to close and fund the acquisition of the Bonds and Obligations…”; and

WHEREAS, the Administrator seeks the approval of the FGFA to (i) assign to Borrower, its wholly owned subsidiary, the rights described in Exhibit A, Section III of the Administration Services Agreement and (ii) allow Borrower to collaterally assign to such Lenders (or its collateral agent) those same rights; and

WHEREAS, the Administrator (including its subcontractors and affiliates) shall have and retain the right to purchase the Bonds and Obligations through a bond purchase agreement or debt obligations purchase agreement, as applicable; and

WHEREAS, the FGFA Board of Supervisors desires to approve such assignment and collateral assignment.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FGFA AS FOLLOWS:

SECTION 1. The Board of Supervisors of the FGFA hereby approve Administrator’s request to
(i) assign to Borrower the rights to close and fund the acquisition of the Bonds and Obligations under the Administration Services Agreement and (ii) allow Borrower to collaterally assign to Lenders (or its collateral agent) those same rights. It is understood that if Borrower is in material breach of any of its agreements with Lenders, such assignment shall permit Lenders to (i)

communicate directly with the FGFA to pursue completion of the issuance of Bonds or Debt Obligations secured by such assessments, (ii) designate the purchaser of the Bonds or Debt Obligations, and (iii) direct the application of the proceeds of the issuance of the Bonds or Debt Obligations in the exact same manner as Administrator under the Administrative Services Agreement. Such assignment shall not cause any change to (i) the process of closing and funding acquisition of the Bonds and Obligations, (ii) the economics to the FGFA (or to any homeowners or contractors), or (iii) any other duties, rights or obligations of the FGFA under the Administration Services Agreement or any other contracts or agreements to which the FGFA is party in relation to this program.

SECTION 2. This Resolution shall become effective immediately upon its passage and adoption.

PASSED AND ADOPTED this 2nd day of March, 2023.

FLORIDA GREEN FINANCE AUTHORITY

By: 	 Kenneth L. Metcalf, Authority Chairman

ATTEST:

Todd Wodraska, Authority Secretary Approved as to form and legal sufficiency

Keith W. Davis, Authority General Counsel

March 2, 2023

AGENDA ITEM SUMMARY

To:	Supervisors Metcalf, Dritz, Robau, Messam, Collazo, Gallinaro Cc:	 Todd Wodraska, Secretary
From: Renew Financial

Re: A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FLORIDA GREEN FINANCE AUTHORITY (“FGFA”), AUTHORIZING AND APPROVING ADMINISTRATOR’S (AS DEFINED BELOW) REQUEST TO ASSIGN TO A THIRD PARTY THE AUTHORITY TO CLOSE AND FUND THE ACQUISITION OF THE BONDS OR OBLIGATIONS UNDER THE ADMINISTRATION SERVICES AGREEMENT (AS DEFINED BELOW); PROVIDING FOR CERTAIN OTHER MATTERS IN CONNECTION THEREWITH; PROVIDING AN EFFECTIVE DATE, AND FOR OTHER PURPOSES

The following describes the above-referenced agenda item:

The Board is asked to consider the resolution approving the FGFA to (1) assign to Renew WCF LLC, an affiliate of Renew Financial, the rights described in Exhibit A, Section III of the Administration Services Agreement and (2) allow Renew WCF LLC to collaterally assign to such Lenders (or its collateral agent) those same rights.

This is not a budgetary item. There is no cost to the Board for this Agenda Item. Renew Financial recommends that the Board pass the above-referenced resolution.

Resolution No. 2023-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FLORIDA GREEN FINANCE AUTHORITY, AUTHORIZING THE CHAIRMAN OF THE BOARD OF SUPERVISORS TO EXECUTE A CERTAIN “FIRST AMENDMENT TO COMMERCIAL PACE PROGRAM ADMINISTRATION SERVICES AGREEMENT BY AND BETWEEN THE FLORIDA GREEN FINANCE AUTHORITY AND PETROS PACE ADMINISTRATOR, LLC” WHICH AMENDMENT PROVIDES FOR CLARIFICATION WITHIN THE INDEMNIFICATION PROVISION TO ENSURE A UNIFIED DEFENSE TO CLAIMS AGAINST THE PARTIES; PROVIDING AN EFFECTIVE DATE, AND FOR OTHER PURPOSES.

WHEREAS, the Florida Green Finance Authority is currently a party to that certain Commercial PACE Program Administration Services Agreement by and between the Florida Green Finance Authority and Petros PACE Administrator, LLC, effective August 1, 2019 (the “Agreement”); and

WHEREAS, the Agreement requires an amendment to clarify the indemnification provision to ensure a united defense to claims against the Parties; and

WHEREAS, the Board of Supervisors desires to approve the First Amendment to Commercial PACE Program Administration Services Agreement by and between the Florida Green Finance Authority and Petros PACE Administrator, LLC (the “First Amendment”) and authorize the Chairman of the Florida Green Finance Authority to execute the First Amendment attached hereto in order to effectuate said amendment.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FLORIDA GREEN FINANCE AUTHORITY AS FOLLOWS:

SECTION 1. The Board of Supervisors of the Florida Green Finance Authority hereby approves the First Amendment to the Agreement and authorizes its Chairman to execute same on behalf of the Board of Supervisors.

SECTION 2. This Resolution shall become effective immediately upon its passage and adoption. PASSED AND ADOPTED this 2nd day of March, 2023.
FLORIDA GREEN FINANCE AUTHORITY

By: 	 Kenneth L. Metcalf, Authority Chairman

ATTEST:

Todd Wodraska, Authority Secretary Approved as to form and legal sufficiency

Keith W. Davis, Authority General Counsel

FIRST AMENDMENT TO COMMERCIAL PACE PROGRAM ADMINISTRATION SERVICES AGREEMENT BY AND BETWEEN THE FLORIDA GREEN FINANCE AUTHORITY AND PETROS PACE ADMINISTRATOR, LLC

THIS FIRST AMENDMENT TO COMMERCIAL PACE PROGRAM ADMINISTRATION SERVICES AGREEMENT BY AND BETWEEN THE FLORIDA GREEN FINANCE AUTHORITY AND PETROS PACE ADMINISTRATOR, LLC (this
“First Amendment"), dated as of March 2, 2023 (the "Amendment Date"), is entered into by and between the Florida Green Finance Authority, a public body corporate and politic, a public instrumentality and separate legal entity, duly organized and existing under the Constitution and laws of the State of Florida (the "Authority") and Petros PACE Administrator, LLC, a Texas limited liability company (the "Administrator"). Authority and Administrator are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties").

RECITALS

Authority and Administrator are parties to that certain Commercial PACE Program Administration Services Agreement by and between the Florida Green Finance Authority and Petros PACE Administrator, LLC, effective as of August 1, 2019 (the "Agreement").

The Parties have agreed to amend the Agreement as set forth herein.

In consideration of the mutual covenants and agreements in this First Amendment and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

Amendment to Article 13. Article 13 of the Agreement is hereby amended by deleting the contents thereof in their entirety and replacing Article 13. Indemnity as follows:

ARTICLE 13. INDEMNITY

The Administrator shall indemnify and hold harmless the Authority, its Local Government Parties, its officers agents and employees, and shall upon request defend them, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising out of, related to, or in any way connected with Administrator's performance of this Agreement, including, but not limited to, liabilities arising from contracts between the Administrator and third parties made pursuant to this Agreement. The indemnity obligations provided for in this paragraph shall include reasonable attorneys' fees, but shall exclude any liability resulting from acts of, or failure to take action by the Authority, its Local Government Parties, its officers, agents and employees.

The Authority shall promptly notify the Administrator of any claim giving rise to a right to indemnity and shall fully cooperate with the Administrator in defense of such claims. So long as the Administrator has agreed that the Authority is entitled to indemnification, the Administrator shall have the right to control the defense of the claim, including, without limitation, the right to designate counsel and to select a single counsel to jointly represent the interests of the Authority

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and the Administrator (unless an actual present conflict would preclude joint representation) and including the right to control all negotiations, litigation, arbitration, settlements, compromises, and appeals of the claim. The Authority shall cooperate in defense of any claims and may, but is not required to, retain at its cost additional separate counsel to participate in or monitor the defense of the claim by Administrator.

This Article 13 shall survive termination of this Agreement.

No Other Amendments or Modifications. Except as specifically amended by this First Amendment, all other provisions of the Agreement are hereby reaffirmed and remain in full force and effect as written. Any and all notices, requests, certificates and other documents or instruments executed and delivered concurrently with or after the execution and delivery of this First Amendment may refer to the Agreement without making specific reference to this First Amendment, but all such references shall be deemed to include this First Amendment, unless the context shall otherwise require.

Governing Law. This First Amendment and the rights and obligations of the Parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Florida.

Severability. The invalidity of one or more phrases, sentences, clauses or sections contained in this First Amendment shall not affect the validity of the remaining portions of this First Amendment so long as the material purposes of this First Amendment can be determined and effectuated.

Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall constitute an original but all of which, taken together, shall constitute but one and the same agreement.

[signature pages follow]

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IN WITNESS WHEREOF, the Parties have caused this First Amendment to be duly executed and delivered as of the Amendment Date.

Florida Green Finance Authority

By: 	 Name: Kenneth L. Metcalf
Title: Chairman

Petros PACE Administrator, LLC

By: 	 Name: Mansoor Ghori
Title: Manager

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