HomeMy WebLinkAboutCC Resolution 14006 (PACE)RESOLUTION NO. 14006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, CALIFORNIA,
APPROVING ASSOCIATE MEMBERSHIP BY THE CITY IN THE CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY; AUTHORIZING AND DIRECTING THE EXECUTION OF AN
ASSOCIATE MEMBERSHIP AGREEMENT RELATING TO ASSOCIATE MEMBERSHIP OF
THE CITY IN THE AUTHORITY; AUTHORIZING THE CITY TO JOIN THE FIGTREE PACE
PROGRAM; AUTHORIZING THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
TO CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY
CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF SAN
RAFAEL; AND AUTHORIZING RELATED ACTIONS
WHEREAS, the City of San Rafael, California (the "City"), is a municipal corporation,
duly organized and existing under the Constitution and the laws of the State of California; and
WHEREAS, the City, upon authorization of the City Council and pursuant to Chapter 5 of
Division 7 of Title 1 of the Government Code of the State of California, commencing with
Section 6500 (the "JPA Law"), may enter into a joint exercise of powers agreement with one or
more other public agencies pursuant to which such contracting parties may jointly exercise any
power common to them; and
WHEREAS, the City and other public agencies wish to jointly participate in economic
development financing programs for the benefit of businesses and nonprofit entities within their
jurisdictions offered by membership in the California Enterprise Development Authority (the
"CEDA") pursuant to an associate membership agreement and Joint Exercise of Powers
Agreement ("JPA") relating to the CEDA (the "Agreement'); and
WHEREAS, under the JPA Law and the Agreement, CEDA is a public entity separate
and apart from the parties to the Agreement and the debts, liabilities and obligations of CEDA
will not be the debts, liabilities or obligations of the City or the other members of the Authority;
and
WHEREAS, the form of Associate Membership Agreement (the "Associate Membership
Agreement') between the City and CEDA is attached hereto as Exhibit C and incorporated
herein by reference; and
WHEREAS, the City is willing to become an Associate Member of CEDA subject to the
provisions of the Associate Membership Agreement; and
WHEREAS, CEDA has adopted the Figtree Property Assessed Clean Energy (PACE)
and Job Creation Program (the "Program" or "Figtree PACE"), to allow the financing of certain
renewable energy, energy efficiency, seismic retrofits, electric vehicle charging infrastructure,
and water efficiency improvements (the "Improvements") through the levy of contractual
assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code ("Chapter
29"), and the issuance of improvement bonds or other evidences of indebtedness (the "Bonds")
under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 et seq.)
(the "1915 Act') upon the security of the unpaid contractual assessments; and
WHEREAS, Chapter 29 provides that assessments may be levied under its provisions
only with the free and willing consent of the owner of each lot or parcel on which an assessment
4825.8409-6773 1
is levied at the time the assessment is levied; and
WHEREAS, the City desires to allow the owners of property ("Participating Parcel")
within its jurisdiction ("Participating Property Owners") to participate in Figtree PACE, and to
allow CEDA to conduct assessment proceedings under Chapter 29 and to issue Bonds under
the 1915 Act to finance the Improvements; and
WHEREAS, CEDA will conduct assessment proceedings under Chapter 29 to establish
an assessment district (the "District") and issue Bonds under the 1915 Act to finance
Improvements; and
WHEREAS, there has been presented to this meeting a proposed form of Resolution of
Intention to be adopted by CEDA in connection with such assessment proceedings (the "ROI"),
a copy of which is attached hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, said ROI sets forth the territory within which assessments may be levied for
Figtree PACE which territory shall be coterminous with the City's official boundaries of record at
the time of adoption of the ROI (the "Boundaries"); and
WHEREAS, pursuant to Chapter 29, the City authorizes CEDA to conduct assessment
proceedings, levy assessments, pursue remedies in the event of delinquencies, and issue
bonds or other forms of indebtedness to finance the Improvements in connection with Figtree
PACE; and
WHEREAS, to protect the City in connection with operation of the Figtree PACE
program, Figtree Energy Financing, the program administrator, has agreed to defend and
indemnify the City as set forth in the Indemnification Agreement attached hereto as Exhibit B
and incorporated herein by reference; and
WHEREAS, the City will not be responsible for the conduct of any assessment
proceedings, the levy of assessments, any required remedial action in the case of
delinquencies, or the issuance, sale or administration of the bonds or other indebtedness issued
in connection with Figtree PACE.
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The City Council hereby specifically finds and declares that the actions authorized
hereby constitute public affairs of the City. The City Council further finds that the statements,
findings and determinations of the City set forth in the preambles above are true and correct.
2. The Associate Membership Agreement attached hereto as Exhibit C is hereby
approved, and the Mayor, the City Manager, the City Clerk and other officials of the City are
each hereby authorized and directed, for and on behalf of the City, to execute and deliver the
Associate Membership Agreement in substantially said form, with such changes therein as may
be required by the City Attorney, such approval to be conclusively evidenced by the execution
and delivery thereof.
3. The Mayor and City Manager are each hereby authorized and directed, jointly and
severally, to do any and all things and to execute and deliver any and all documents which they
may deem necessary or advisable in order to consummate, carry out, give effect to and comply
with the terms and intent of this Resolution and the Associate Membership Agreement. All such
4825-8409-6773.1
actions heretofore taken by such officers and officials are hereby confirmed, ratified and
approved.
4. Good Standing. The City is a municipal corporation and in good standing.
5. Public Benefits. On the date hereof, the City Council hereby finds and determines
that the Program and issuance of Bonds by CEDA in connection with Figtree PACE will provide
significant public benefits, including without limitation, savings in effective interest rates, bond
preparation, bond underwriting and bond issuance costs and reductions in effective user
charges levied by water and electricity providers within the boundaries of the City.
6. Appointment of CEDA. The City hereby appoints CEDA as its representative to (i)
record the assessment against the Participating Parcels, (ii) administer the District in
accordance with the Improvement Act of 1915 (Chapter 29, Part 1 of Division 10 of the
California Streets and Highways Code (commencing with Section 8500 et seq.) (the "Law"), (iii)
prepare program guidelines for the operations of the Program and (iv) proceed with any claims,
proceedings or legal actions as shall be necessary to collect past due assessments on the
properties within the District in accordance with the Law and Section 6509.6 of the California
Government Code. The City is not and will not be deemed to be an agent of Figtree or CEDA
as a result of this Resolution.
7. Assessment Proceedings. In connection with Figtree PACE, the City hereby
consents to the special assessment proceedings by CEDA pursuant to Chapter 29 on any
property within the Boundaries and the issuance of Bonds under the 1915 Act, provided that:
(a) Such proceedings are conducted pursuant to one or more Resolutions of Intention in
substantially the form of the ROI;
(b) The Participating Property Owners, who shall be the legal owners of such property,
voluntarily execute a contract pursuant to Chapter 29 and comply with other
applicable provisions of California law in order to accomplish the valid levy of
assessments; and
(c) The City will not be responsible for the conduct of any assessment proceedings, the
levy of assessments, any required remedial action in the case of delinquencies in
such assessment payments, or the issuance, sale or administration of the Bonds in
connection with Figtree PACE.
8. Program Report. The City Council hereby acknowledges that pursuant to the
requirements of Chapter 29, CEDA has prepared and will update from time to time the "Program
Report" for Figtree PACE (the "Program Report") and associated documents, and CEDA will
undertake assessment proceedings and the financing of Improvements as set forth in the
Program Report.
9. Foreclosure. The City Council hereby acknowledges that the Law permits foreclosure
in the event that there is a default in the payment of assessments due on a property. The City
Council hereby designates CEDA as its representative to proceed with collection and
foreclosure of the liens on the defaulting properties within the District, including accelerated
foreclosure pursuant to the Program Report.
10. Indemnification. The City Council acknowledges that Figtree has provided the City
4825-8409-6773.1
with an indemnification agreement, as shown in Exhibit B attached hereto and incorporated
herein by reference, for negligence or malfeasance of any type as a result of the acts or
omissions of Figtree, its officers, employees, subcontractors and agents. The City Council
hereby authorizes the City Manager to execute and deliver the Indemnification Agreement to
Figtree.
11. City Contact Designation. The appropriate officials and staff of the City are hereby
authorized and directed to make applications for Figtree PACE available to all property owners
who wish to finance Improvements. The following staff persons, together with any other staff
designated by the City Manager from time to time, are hereby designated as the contact
persons for CEDA in connection with Figtree PACE: Cory Bytof, Sustainability And Volunteer
Program Coordinator, (415) 485-3407, Cory.Bytof@CityofSanRafael.org.
12. CEQA. The City Council hereby finds that adoption of this Resolution is not a
"project" under the California Environmental Quality Act ("CEQA"), because the Resolution does
not involve any commitment to a specific project which may result in a potentially significant
physical impact on the environment, as contemplated by Title 14, California Code of
Regulations, Section 15378(b )( 4)).
13. Effective Date. This Resolution shall take effect immediately upon its adoption. The
City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to
Figtree Energy Financing.
14. Costs. Services related to the formation and administration of the assessment
district will be provided by CEDA at no cost to the City.
I, ESTHER BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of the City of San Rafael held on Tuesday, the 8th day of September, 2015, by the
following vote to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
4925-8409-6773.1 4
CERTIFICATE OF CLERK OF THE CITY COUNCIL
CITY OF SAN RAFAEL
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
is a full, true and correct copy of a resolution duly adopted at the meeting of the City Council of
the City of San Rafael duly and regularly held in the Council Chambers, 1400 Fifth Avenue, San
Rafael, California, on September 8, 2015, of which meeting all of the members of said City
Council had due notice.
I further certify that I have carefully compared the foregoing copy with the original
minutes of said meeting on file and of record in my office; that said copy is a full, true and
correct copy of the original resolution adopted at said meeting and entered in said minutes; and
that said resolution has not been amended, modified, rescinded or revoked in any manner since
the date of its adoption, and the same is now in full force and effect.
IN WITNESS WHEREOF, I have executed this certificate this _ day of
2015.
City Clerk
City of San Rafael
4825-8409-6773.1
EXHIBIT A
RESOLUTION OF THE CALIFORNIA ENTERPRISE DEVELOPMENT
AUTHORITY DECLARING INTENTION TO FINANCE INSTALLATION OF
DISTRIBUTED GENERATION RENEWABLE ENERGY SOURCES, ENERGY
EFFICIENCY, SEISMIC RETROFITS, ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE, AND WATER EFFICIENCY IMPROVEMENTS IN THE
CITY OF SAN RAFAEL
WHEREAS, the California Enterprise Development Authority ("CEDA") is a joint powers
authority authorized and existing pursuant to the Joint Powers Act (Government Code Section
6500 et seq.) and that certain Joint Exercise of Powers Agreement (the "Agreement") dated as
of June 1, 2006, by and among the cities of Eureka, Lancaster and Selma; and
WHEREAS, CEDA is authorized under the Agreement and Chapter 5 of Division 7 of
Title 1 of the Government Code of the State of California and in accordance with Chapter 29 of
Part 3 of Division 7 of the Streets & Highways Code of the State of California ("Chapter 29") to
authorize assessments to finance the installation of distributed generation renewable energy
sources, energy efficiency, seismic retrofits, electric vehicle charging infrastructure, and water
efficiency improvements that are permanently fixed to real property ("Authorized
Improvements"); and
WHEREAS, CEDA has obtained authorization from the City of San Rafael (the "City") to
enter into contractual assessments for the financing of the installation of Authorized
Improvements in the City; and
WHEREAS, CEDA desires to declare its intention to establish a Figtree PACE program
("Figtree PACE") in the City, pursuant to which CEDA, subject to certain conditions set forth
herein, would enter into contractual assessments to finance the installation of Authorized
Improvements in the City.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, AS FOLLOWS:
Section 1. Findings. The Board of Directors hereby finds and determines the
following:
(a) The above recitals are true and correct and are incorporated herein by this
reference.
(b) Energy and water conservation efforts, including the promotion of Authorized
Improvements to residential, commercial, industrial, or other real property, are
necessary to address the issue of global climate change and the reduction of
greenhouse gas emissions in the City.
(c) The upfront cost of making residential, commercial, industrial, or other real
property more energy and water efficient, along with the fact that most
commercial loans for that purpose are due on the sale of the property, prevents
many property owners from installing Authorized Improvements.
4825 8409.6773.1 (7
(d) A public purpose will be served by establishing a contractual assessment
program, to be known as Figtree PACE, pursuant to which CEDA will finance the
installation of Authorized Improvements to residential, commercial, industrial, or
other real property in the City.
Section 2. Determination of Public Interest. The Board of Directors hereby
determines that (a) it would be convenient, advantageous, and in the public interest to designate
an area, which shall encompass the entire geographic territory within the boundaries of the City,
within which CEDA and property owners within the City may enter into contractual assessments
to finance the installation of Authorized Improvements pursuant to Chapter 29 and (b) it is in the
public interest for CEDA to finance the installation of Authorized Improvements in the City
pursuant to Chapter 29.
Section 3. Identification of Authorized Improvements. CEDA hereby declares its
intention to make contractual assessment financing available to property owners to finance
installation of Authorized Improvements, including but not limited to those improvements
detailed in the Report described in Section 8 hereof (the "Report"), as that Report may be
amended from time to time.
Section 4. Identification of Boundaries. Contractual assessments may be entered
into by property owners located within the entire geographic territory of the City including
unincorporated territory within City Boundaries. A property owner located within the City may
enter into contractual assessments with CEDA only after such City has adopted a resolution to
authorize participation in the PACE Program.
Section 5. Proposed Financing Arrangements. Under Chapter 29, CEDA may issue
bonds, notes or other forms of indebtedness (the "Bonds") pursuant to Chapter 29 that are
payable by contractual assessments. Division 10 (commencing with Section 8500) of the
Streets & Highways Code of the State (the "Improvement Bond Act of 1915") shall apply to any
indebtedness issued pursuant to Chapter 29, insofar as the Improvement Bond Act of 1915 is
not in conflict with Chapter 29. The creditworthiness of a property owner to participate in the
financing of Authorized Improvements will be based on the criteria developed by Figtree Energy
Financing (the "Program Administrator") upon consultation with Figtree PACE Program
underwriters or other financial representatives, CEDA general counsel and bond counsel, and
as shall be approved by the Board of Directors of CEDA. In connection with indebtedness
issued under the Improvement Bond Act of 1915 that are payable from contractual
assessments, serial and/or term improvement bonds or other indebtedness shall be issued in
such series and shall mature in such principal amounts and at such times (not to exceed 20
years from the second day of September next following their date) and at such rate or rates of
interest (not to exceed the maximum rate permitted by applicable law) as shall be determined by
the Board of Directors at the time of the issuance and sale of the indebtedness. The provisions
of Part 11.1 of the Improvement Bond Act of 1915 shall apply to the calling of the bonds. It is
the intention of the Board of Directors to create a special reserve fund for the bonds under Part
16 of the Improvement Bond Act of 1915. Neither CEDA, nor any of its members participating in
the Figtree PACE Program, shall advance available surplus funds from its treasury to cure any
deficiency in the redemption fund to be created with respect to the indebtedness; provided,
however, that this determination shall not prevent CEDA or any of its members from, in their
sole discretion, so advancing funds. The Bonds may be refunded under Division 11.5 of the
California Streets and Highways Code or other applicable laws permitting refunding, upon the
conditions specified by and upon determination of CEDA.
4825-8409-6773.1 7
CEDA hereby authorizes the Program Administrator, upon consultation with CEDA
general counsel, bond counsel and the Figtree PACE underwriter, to commence preparation of
documents and take necessary steps to prepare for the issuance of bonds, notes or other forms
of indebtedness as authorized by Chapter 29.
In connection with the issuance of bonds payable from contractual assessments, CEDA
expects to obligate itself, through a covenant with the owners of the bonds, to exercise its
foreclosure rights with respect to delinquent contractual assessment installments under
specified circumstances.
Section 6. Public Hearing. Pursuant to the Act, CEDA hereby orders that a public
hearing be held before CEDA Board (the "Board"), at 550 Bercut Drive, Suite G, Sacramento,
CA 95811, on , , at A_, for the purposes of allowing interested
persons to object to, or inquire about, the proposed Figtree PACE Program. The public hearing
may be continued from time to time as determined by the Board for a time not exceeding a total
of 180 days.
At the time of the hearing, the Report described in Section 8 hereof shall be
summarized, and the Board shall afford all persons who are present an opportunity to comment
upon, object to, or present evidence with regard to the proposed Figtree PACE Program, the
extent of the area proposed to be included within the boundaries of the assessment district, the
terms and conditions of the draft assessment contract described in Section 8 hereof (the
"Contract"), or the proposed financing provisions. Following the public hearing, CEDA may
adopt a resolution confirming the Report (the "Resolution Confirming Report") or may direct the
Report's modification in any respect, or may abandon the proceedings.
The Board hereby orders the publication of a notice of public hearing once a week for
two successive weeks. Two publications in a newspaper published once a week or more often,
with at least five days intervening between the respective publication dates not counting such
publication dates are sufficient. The period of notice will commence upon the first day of
publication and terminate at the end of the fourteenth day. The first publication shall occur not
later than 20 days before the date of the public hearing.
Section 7. Notice to Water and Electric Providers. Pursuant to Section 5898.24 of
the Streets & Highways Code, written notice of the proposed contractual assessment program
within the City to all water and electric providers within the boundaries of the City has been
provided.
Section 8. Report. The Board hereby directs the Program Administrator to prepare the
Report and file said Report with the Board at or before the time of the public hearing described
in Section 6 hereof containing all of the following:
(a) A map showing the boundaries of the territory within which contractual
assessments are proposed to be offered, as set forth in Section 4 hereof.
(b) A draft contractual assessment contract (the "Contract") specifying the terms and
conditions of the agreement between CEDA and a property owner.
(c) A statement of CEDA's policies concerning contractual assessments including all
of the following:
(1) Identification of types of Authorized Improvements that may be financed
through the use of contractual assessments.
4825-8409-67711 8
(2) Identification of the CEDA official authorized to enter into contractual
assessments on behalf of CEDA.
(3) A maximum aggregate dollar amount of contractual assessments.
(4) A method for setting requests from property owners for financing through
contractual assessments in priority order in the event that requests
appear likely to exceed the authorization amount.
(d) A plan for raising a capital amount required to pay for work performed in
connection with contractual assessments. The plan may include the sale of a
bond or bonds or other financing relationship pursuant to Section 5898.28 of
Chapter 29. The plan (i) shall include a statement of, or method for determining,
the interest rate and time period during which contracting property owners would
pay any assessment, (ii) shall provide for any reserve fund or funds, and (iii) shall
provide for the apportionment of all or any portion of the costs incidental to
financing, administration and collection of the contractual assessment program
among the consenting property owners and CEDA.
A report on the results of the discussions with the County Auditor -Controller described in
Section 10 hereof, concerning the additional fees, if any, that will be charged to CEDA for
inclusion of the proposed contractual assessments on the general property tax roll of the City,
and a plan for financing the payment of those fees.
Section 9. Nature of Assessments. Assessments levied pursuant to Chapter 29, and
the interest and any penalties thereon, will constitute a lien against the lots and parcels of land
on which they are made, until they are paid. Unless otherwise directed by CEDA, the
assessments shall be collected in the same manner and at the same time as the general taxes
of the City on real property are payable, and subject to the same penalties and remedies and
lien priorities in the event of delinquency and default.
Section 10. Consultations with County Auditor -Controller. CEDA hereby directs
the Program Administrator to enter into discussions with the County Auditor -Controller in order
to reach agreement on what additional fees, if any, will be charged to CEDA for incorporating
the proposed contractual assessments into the assessments of the general taxes of the County
on real property.
Section 11. Preparation of Current Roll of Assessment. Pursuant to Section
5898.24(c), CEDA hereby designates the Program Administrator as the responsible party for
annually preparing the current roll of assessment obligations by assessor's parcel number on
property subject to a voluntary contractual assessment.
Section 12. Procedures for Responding to Inquiries. The Program Administrator
shall establish procedures to promptly respond to inquiries concerning current and future
estimated liability for a voluntary contractual assessment.
Section 13. Effective Date. This resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED thisday of , 201_.
4825-8409-67711 9
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
0
ATTEST:
Michelle Stephens, Assistant Secretary
4835-8409-6773.1 10
Gurbax Sahota, Chair
EXHIBIT B
INDEMNIFICATION AGREEMENT
BY AND BETWEEN
THE CITY OF SAN RAFAEL AND
FIGTREE COMPANY, INC.
This Indemnification Agreement (the "Agreement") is entered into by and between the
City of San Rafael, a municipal corporation or political subdivision, duly organized and existing
under the laws of the State of California (the "City") and Figtree Company, Inc., a California
corporation, the administrator of the Figtree Property Assessed Clean Energy and Job
Creation Program (the "Administrator'), which is a program of the California Enterprise
Development Authority, a California joint exercise of powers authority (the "Authority").
RECITALS
WHEREAS, the Authority is a joint exercise of powers authority whose members include
the City in addition to other cities and counties in the State of California; and
WHEREAS, the Authority established the Figtree Property Assessed Clean Energy and
Job Creation Program (the "Figtree PACE Program") to allow the financing of certain
renewable energy, energy efficiency and water efficiency improvements that are permanently
affixed to real property through the levy of assessments voluntarily agreed to by the
participating property owners pursuant to Chapter 29 of Division 7 of the Streets and Highways
Code ("Chapter 29") and the issuance of improvement bonds, or other forms of indebtedness,
under the Improvement Bond Act of 1915 upon the security of the unpaid assessments; and
WHEREAS, the Authority has conducted or will conduct proceedings required by
Chapter 29 with respect to the territory within the boundaries of the City; and
WHEREAS, the legislative body of the City adopted or will adopt a resolution authorizing
the City to join the Figtree PACE Program; and
WHEREAS, the City will not be responsible for the formation, operation and
administration of the Figtree PACE Program as well as the sale and issuance of any bonds or
other forms of indebtedness in connection therewith, including the conducting of assessment
proceedings, the levy and collection of assessments and any remedial action in the case of
such assessment payments, and the offer, sale and administration of any bonds issued by the
Authority on behalf of the Figtree PACE Program; and
WHEREAS, the Administrator is the administrator of the Figtree PACE Program and
agrees to indemnify the City in connection with the operations of the Figtree PACE Program as
set forth herein;
NOW, THERFORE, in consideration of the above premises and of the City's agreement
to join the Figtree PACE Program, the parties agree as follows:
1 . Indemnification. Figtree has provided the CEDA with an indemnification for
negligence or malfeasance of any type as a result of the acts or omissions of Figtree, its
4825-8409-6773A
officers, employees, subcontractors and agents, arising from or related to the Figtree PACE
Program, the assessments, the assessment districts, the improvements or the financing and
marketing thereof. Figtree agrees to defend, indemnify and hold harmless the City, its officers,
elected or appointed officials, employees, agents and volunteers from and against any and all
actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs
and attorneys' fees, for injury or damage due to negligence or malfeasance of any type claims
as a result of the acts or omissions of Figtree, except for such loss or damage which was
caused by the sole negligence or willful misconduct of the City. This indemnity shall apply to all
claims and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as limitation upon the amount of indemnification to be provided by Figtree.
2. Amend ment/I nteroretation of this Aareement. This Agreement represents the
entire understanding of the parties as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered hereunder.
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. This Agreement shall not be interpreted for or
against any party by reason of the fact that such party may have drafted this Agreement or any
of its provisions.
3. Section Headinas. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
4. Waiver. No waiver of any of the provisions of this Agreement shall be binding
unless in the form of writing signed by the party against whom enforcement is sought, and no
such waiver shall operate as a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no
failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a
waiver thereof.
5. Severabilitv and Governing Law. If any provision or portion thereof of this
Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted
by law. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of California applicable to contracts made and to be performed in
California.
6. Notices. All notices, demands and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given if delivered
by hand, against receipt, or mailed certified or registered mail and addressed as follows:
If to the Administrator Figtree Company, Inc.
9915 Mira Mesa Blvd., Suite 130
San Diego, California 92131
Attn: Chief Executive Officer
If to the City: City of San Rafael
City Manager's Office
PO Box 151560
San Rafael, CA 94915-1560
4825-8409-6773.1 1
7. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, which together shall constitute the same
instrument.
8. Effective Date. This Agreement will be effective as of the date of the signature of
City's representative as indicated below in the signature block.
IN WITNESS HEREOF, the parties hereto duly executed this Agreement as of the date below.
APPROVED AS TO FORM:
City Attorney
PubliaEity meBy
NaS•li{fi- i
Titl/VW-��
Date: g Z9 'l
Figtr e Company, Inc., a CaVorpip corp.
Name: Mahesh, Shy...
Title: CEO
Date: I ()1 I ?.-I I
4825-8409-6773.1 1
EXHIBIT C
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY OF SAN RAFAEL, CALIFORNIA
THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership
Agreement"), dated as of DUDogl2tx 12b►S by and between CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the CITY OF SAN RAFAEL,
CALIFORNIA, a municipal corporation, duly organized and existing under the laws of the State
of California (the "City");
WITNESSETH:
WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and
collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1,
2006 (the "Agreement'), establishing the Authority and prescribing its purposes and powers;
and
WHEREAS, the Agreement designates the Executive Committee of the Board of
Directors and the President of the California Association for Local Economic Development as
the initial Board of Directors of the Authority; and
WHEREAS, the Authority has been formed for the purpose, among others, to assist for
profit and nonprofit corporations and other entities to obtain financing for projects and purposes
serving the public interest; and
WHEREAS, the Agreement permits any other local agency in the State of California to
join the Authority as an associate member (an "Associate Member"); and
WHEREAS, the City desires to become an Associate Member of the Authority;
WHEREAS, City Council of the City has adopted a resolution approving the Associate
Membership Agreement and the execution and delivery thereof;
WHEREAS, the Board of Directors of the Authority has determined that the City should
become an Associate Member of the Authority;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Authority and the City do hereby agree as follows:
4825 8409 6773.1 14
Section 1. Associate Member Status. The City is hereby made an Associate Member
of the Authority for all purposes of the Agreement and the Bylaws of the Authority, the
provisions of which are hereby incorporated herein by reference. From and after the date of
execution and delivery of this Associate Membership Agreement by the City and the Authority,
the City shall be and remain an Associate Member of the Authority.
Section 2. Restrictions and Rights of Associate Members. The City shall not have the
right, as an Associate Member of the Authority, to vote on any action taken by the Board of
Directors or by the Voting Members of the Authority. In addition, no officer, employee or
representative of the City shall have any right to become an officer or director of the Authority by
virtue of the City being an Associate Member of the Authority.
Section 3. Effect of Prior Authoritv Actions. The City hereby agrees to be subject to
and bound by all actions previously taken by the Members and the Board of Directors of the
Authority to the same extent as the Members of the Authority are subject to and bound by such
actions.
Section 4. No Obligations of Associate Members. The debts, liabilities and obligations
of the Authority shall not be the debts, liabilities and obligations of the City.
Section 5. Execution of the Aqreement. Execution of this Associate Membership
Agreement and the Agreement shall satisfy the requirements of the Agreement and Article XII of
the Bylaws of the Authority for participation by the City in all programs and other undertakings of
the Authority.
IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership
Agreement to be executed and attested by their proper officers thereunto duly authorized, on
the day and year first set forth above.
Je:
hti4SGHR ' „pyG�, AsitP,retary
CALIFORNIA ENTE
AUTHORITY
By:
Gurbax Sah6t ha
Board of Directors
RISE DEVELOPMENT
CITY OF S N RAFAEL, CALIFORNIA
By: _
Mayor
4825-8409-6773 1 15
Attest:
1594 Z 4U ( ,
City Clerk
Approved as to form:
City Attorney
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