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HomeMy WebLinkAboutAGENDA REPORT 2018 0801 CCSA REG ITEM 10LCITY OF MOORPARK, CALIFORNIA City Council Meeting of 8/1/2018 ACTION Adopted Reso Nos. 2018-3730 and 2018-3731 BY M. Benson L. Consider Resolutions Authorizing Expanding Participation in the California Statewide Communities Development Authority and California Enterprise Development Authority Property Assessed Clean Energy (PACE) Programs. Staff Recommendation: 1) Adopt Resolution 2018-____, approving the Participation in the California Statewide Communities Development Authority Open PACE program and related documents and actions; 2) Adopt Resolution 2018- ____, approving the Associate Membership Agreement with the California Enterprise Development Authority, and participation in the Figtree PACE program and related documents and actions; and 3) Authorize the City Manager to sign all documents and agreements relevant to the adoption of these programs, subject to final language approval of the City Manager. Item: 10.L. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Jessica Sandifer, Community Services Manager DATE: 08/01/2018 Regular Meeting SUBJECT: Consider Resolutions Authorizing Expanding Participation in the California Statewide Communities Development Authority and California Enterprise Development Authority Property Assessed Clean Energy (PACE) Programs BACKGROUND In 2008, Assembly Bill 811 became law allowing the formation of Property Assessed Clean Energy or "PACE" programs. PACE programs allow property owners to finance energy efficiency, water conservation, and renewable energy projects on existing residential and commercial structures through a special tax or assessment on the property. Individual property owners within the district, by executing program financing agreements, effectively vote to annex their properties into the district, authorize levy of a special tax and approve recordation of a special tax lien that only affects their parcel. This allows the assessment to be placed on the county tax rolls and administered in the same manner as other property taxes. There is generally little to no cost or administrative burden for participating cities in a joint powers authority (JPA) formed for these purposes. The City’s role is limited to authorizing the PACE programs to include the City of Moorpark within the assessment district boundaries and allowing property owners the option of participating in a PACE program. The City Council authorized the City of Moorpark’s participation with the California Statewide Communities Development Authority (CSCDA) on January 6, 2010. Two bills passed subsequent to our participation in the CaliforniaFIRST program that expanded the allowable uses of funds and provided for a state loan loss reserve. Senate Bill 555 became law in 2011 and authorized a jurisdiction(s) to form a voluntary special-use community facilities district to finance (or refinance) energy efficiency, water conservation, renewable energy, and electric vehicle charging infrastructure improvements to private real property, whether the real property or buildings are privately or publicly owned. Item: 10.L. 616 Honorable City Council 08/01/2018 – Regular Meeting Page 2 In 2013, Governor Brown signed SB 96, authorizing the establishment of the PACE Loss Reserve Program to address the Federal Housing Agency's concerns over priority of loan status. Under SB 96, a Loss Reserve of ten million dollars would be used to make mortgage lenders whole for any direct losses incurred due to the existence of a PACE lien on a property during a foreclosure or forced sale. DISCUSSION Over the past several years, residential PACE programs have expanded, funding several billion dollars in energy efficiency improvement property loans in California. Many California jurisdictions authorize multiple PACE programs to encourage competition and to provide alternatives. The City of Moorpark currently has authorized the CSCDA CaliforniaFIRST program, Western Riverside Council of Governments HERO program, and the California Home Finance Authority Ygrene program. Recently one additional program has requested approval to operate within the City of Moorpark, and the CSCDA is requesting approval of their new Open PACE program, whereby, several program administrators, in addition to CaliforniaFIRST, are authorized to provide PACE funding to Moorpark residents. The following is a summary of the PACE programs and a list of the documents required to participate in each program that is being recommended for City Council approval. As mentioned California Statewide Communities Development Authority (CSCDA) developed a PACE program, called CaliforniaFIRST, which the City Council authorized in January 2010. CSCDA has expanded their program and now authorizes several companies to participate as Program Administrators in their PACE program. The authorized Program Administrators (PA) that will be added are: AllianceNRG Program (CounterPointe Energy Solutions (CA) LLC), PACE Funding Group LLC, CaliforniaFirst (Renew Financial Group LLC), CleanFund Commercial PACE Capital and Spruce Pace LLC. All of these PA’s will offer funding for residential and commercial properties, to finance permanently fixed renewable energy, energy efficiency, water efficiency, and seismic strengthening improvements as well as electric vehicle charging infrastructure. Staff recommends adoption of the resolution which allows participation in the CSCDA Open PACE program with the PA’s mentioned in the report. (Attachment 1). For historical reference, the City of Moorpark joined the CSCDA’s JPA in 1999 and adopted a Joint Exercise of Powers Agreement at that time, which is why there is no membership agreement associated with this current City Council action. California Enterprise Development Authority (Dividend Finance) Figtree PACE program offers PACE programming to residential and commercial properties, to finance permanently fixed renewable energy, energy efficiency, water efficiency, 617 Honorable City Council 08/01/2018 – Regular Meeting Page 3 and seismic strengthening improvements as well as electric vehicle charging infrastructure. Dividend Finance is the program administrator for California Enterprise Development Authority, who has requested adoption of the resolution to allow participation in the JPA and the Figtree PACE program. (Attachment 2) Staff is recommending approval of the addition of these PACE programs, as they can provide significant benefits to the City through clean energy, energy efficiency, water conservation improvements, and reduction in greenhouse gas emissions. The benefit to Moorpark residents and businesses is the offering of a voluntary alternative for property owners to finance efficiency and conservation improvements to their homes and commercial properties when other financing options are not available or at a lower cost. The payment obligation stays with the property. In addition, there is no City obligation to repay bonds or pay delinquent assessments levied on participating properties. In addition, each program will be responsible for outreach and promotion related to their program. However, the City will publicize the availability of PACE programs on our website and in our newsletter. FISCAL IMPACT Beyond the minimal staff time to prepare the resolutions and staff report for authorization of the program, there is no fiscal impact from adopting these additional PACE programs. STAFF RECOMMENDATION 1. Adopt Resolution 2018-______, approving the Participation in the California Statewide Communities Development Authority Open PACE program and related documents and actions; and 2. Adopt Resolution 2018- ______, approving the Associate Membership Agreement with the California Enterprise Development Authority, and participation in the Figtree PACE program and related documents and actions; and 3. Authorize the City Manager to sign all documents and agreements relevant to the adoption of these programs, subject to final language approval of the City Manager. Attachment: 1 – CSCDA - Resolution No. 2018-_____ 2 – CEDA - Resolution No. 2018-______ 3 – CEDA JPA By Laws (to be attached to Associate Membership Agreement, when executed) 618 ATTACHMENT 1 RESOLUTION NO. 2018-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA CONSENTING TO THE INCLUSION OF PROPERTIES WITHIN THE TERRITORY OF THE CITY OF MOORPARK IN THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (CSCDA) OPEN PACE PROGRAMS; AUTHORIZING THE CSCDA TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF MOORPARK; AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Statewide Communities Development Authority (the “Authority”) is a joint exercise of powers authority, the members of which include numerous cities and counties in the State of California, including the City of Moorpark (the “City”); and WHEREAS, the Authority is implementing Property Assessed Clean Energy (PACE) programs, which it has designated CSCDA Open PACE, consisting of CSCDA Open PACE programs each administered by a separate program administrator (collectively with any successors, assigns, replacements or additions, the “Programs”), to allow the financing or refinancing of renewable energy, energy efficiency, water efficiency and seismic strengthening improvements, electric vehicle charging infrastructure and such other improvements, infrastructure or other work as may be authorized by law from time to time (collectively, the “Improvements”) through the levy of contractual assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code (“Chapter 29”) within counties and cities throughout the State of California that consent to the inclusion of properties within their respective territories in the Programs and the issuance of bonds from time to time; and WHEREAS, the program administrators currently active in administering Programs are the AllianceNRG Program (CounterPointe Energy Solutions (CA) LLC), PACE Funding Group LLC, CaliforniaFirst (Renew Financial Group LLC), CleanFund Commercial PACE Capital and Spruce Pace LLC and the Authority will notify the City in advance of any additions or changes; and WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner or owners of each lot or parcel on which an assessment is levied at the time the assessment is levied; and WHEREAS, the City desires to allow the owners of property (“Participating Property Owners”) within its territory to participate in the Programs and to allow the 619 Resolution No. 2018-______ Page 2 Authority to conduct assessment proceedings under Chapter 29 within its territory and to issue bonds to finance or refinance Improvements; and WHEREAS, the territory within which assessments may be levied for the Programs shall include all of the territory within the City’s official boundaries; and WHEREAS, the Authority will conduct all assessment proceedings under Chapter 29 for the Programs and issue any bonds issued in connection with the Programs; 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 in such assessment payments; or the issuance, sale or administration of any bonds issued in connection with the Programs; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. This City Council hereby finds and declares that properties in the territory of the City will benefit from the availability of the Programs within the territory of the City and, pursuant thereto, the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 and the issuance of bonds to finance or refinance Improvements. SECTION 2. In connection with the Programs, the City hereby consents to the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 on any property within the territory of the City and the issuance of bonds to finance or refinance Improvements; provided, that (1) The Participating Property Owners, who shall be the legal owners of such property, 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 (2) 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 any bonds issued in connection with the Programs. SECTION 3. The appropriate officials and staff of the City are hereby authorized and directed to make applications for the Programs available to all property owners who wish to finance or refinance Improvements; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The following staff persons, together with any other staff persons chosen by the City Manager of the City from time to time, are hereby designated as the contact persons for the Authority in connection with the Programs: Community Services Manager. 620 Resolution No. 2018-______ Page 3 SECTION 4. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such certificates, requisitions, agreements and related documents as are reasonably required by the Authority to implement the Programs. SECTION 5. The City Council hereby finds that adoption of this Resolution is not a “project” under the California Environmental Quality Act, 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). SECTION 6. 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 the Secretary of the Authority at Secretary of the Board, California Statewide Communities Development Authority, 1400 K Street, Sacramento, CA 95814 SECTION 7. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 1st day of August, 2018. __________________________________ Janice S. Parvin, Mayor ATTEST: ___________________________________ Maureen Benson, City Clerk 621 ATTACHMENT 2 RESOLUTION NO.2018-____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, APPROVING ASSOCIATE MEMBERSHIP 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 MOORPARK; AND AUTHORIZING RELATED ACTIONS WHEREAS, the City of Moorpark, 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, may 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") 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 Relating to the California Enterprise Development Authority (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 (Exhibit A); and WHEREAS, the City is willing to become an Associate Member of CEDA subject to the provisions of the Associate Membership Agreement. 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 622 Resolution No. 2018-______ Page 2 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 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 is 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 B; 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, Dividend Finance, LLC, the program administrator, has agreed to defend and indemnify the City; 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, the issuance, sale or administration of the bonds or other indebtedness issued in connection with Figtree PACE. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: 623 Resolution No. 2018-______ Page 3 SECTION 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. SECTION 2. The Associate Membership Agreement attached to this Resolution is hereby approved. The Mayor of the City, 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 such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. The officers and officials of the City are 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 actions heretofore taken by such officers and officials are hereby confirmed, ratified and approved. SECTION 4. Good Standing. The City is a municipal corporation and in good standing. SECTION 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. SECTION 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. SECTION 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: 624 Resolution No. 2018-______ Page 4 (1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; (2) 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 (3) 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. SECTION 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. SECTION 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 judicial foreclosure pursuant to the Program Report. SECTION 10. Indemnification. The City Council acknowledges that Figtree has provided the City with an indemnification agreement, as shown in Exhibit B, 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 appropriate officials and staff of the City to execute and deliver the Indemnification Agreement to Figtree. SECTION 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: Community Services Manager, 799 Moorpark Avenue, Moorpark, CA 93021 805-517- 6225. SECTION 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)). 625 Resolution No. 2018-______ Page 5 SECTION 13. Costs. Services related to the formation and administration of the assessment district will be provided by CEDA at no cost to the City. SECTION 14. 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 Dividend Finance, LLC . SECTION 15. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 1st day of August, 2018. __________________________________ Janice S. Parvin, Mayor ATTEST: ___________________________________ Maureen Benson, City Clerk Exhibit A – Associate Membership Agreement Exhibit B – Sample Resolution of Intention Exhibit C – Indemnification Agreement 626 Resolution No. 2018-______ Page 6 EXHIBIT A ASSOCIATE MEMBERSHIP AGREEMENT by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY OF MOORPARK, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT (this “Associate Membership Agreement”), dated as of _____________________ by and between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the “Authority”) and the CITY OF MOORPARK, 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; 627 Resolution No. 2018-______ Page 7 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: 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, attached as Exhibit A, 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 Authority 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 Agreement. 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. 628 Resolution No. 2018-______ Page 8 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. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Gurbax Sahota, Chair Board of Directors Attest: Helen Schaubmayer, Asst. Secretary CITY OF MOORPARK, CALIFORNIA By: Janice S. Parvin Mayor Attest: Maureen Benson, City Clerk Exhibit A – Bylaws (to be attached to executed membership agreement) 629 Resolution No. 2018-______ Page 9 EXHIBIT B SAMPLE CEDA RESOLUTION OF INTENTION RESOLUTION OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY DECLARING INTENTION TO FINANCE INSTALLATION OF DISTRIBUTED GENERATION RENEWABLE ENERGY SOURCES, ENERGY EFFICIENCY, SEISMIC RETROFITS, ELECTRIC VEHICLE CHARING INFRASTRUCTURE, AND WATER EFFICIENCY IMPROVEMENTS IN THE CITY OF MOORPARK WHEREAS, the California Enterprise Development Authority (“CEDA”) is a joint powers authority authorized and existing pursuant to 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 Moorpark (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. 630 Resolution No. 2018-______ Page 10 (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. (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 County 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 a City 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 Dividend Finance, LLC (the “Program Administrator”) upon consultation with Figtree PACE Program underwriters or other financial representatives, CEDA general counsel and bond counsel, and as shall be 631 Resolution No. 2018-______ Page 11 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. 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. 632 Resolution No. 2018-______ Page 12 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. (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. 633 Resolution No. 2018-______ Page 13 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 this _____ day of ______, 201_. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By:____________________________ Gurbax Sahota, Chair ATTEST: ______________________________________ Helen Schaubmayer, Assistant Secretary 634 Resolution No. 2018-______ Page 14 EXHIBIT C INDEMNIFICATION AGREEMENT BY AND BETWEEN T HE CITY OF MOORPARK AND DIVIDEND FINANCE, LLC This Indemnification Agreement (the “Agreement”) is entered into by and between the City of Moorpark, a municipal corporation or political subdivision, duly organized and existing under the laws of the State of California (the “City”) and Dividend Finance, LLC, a California corporation, the admin istrator 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 W HEREAS, 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 635 Resolution No. 2018-______ Page 15 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 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. Amendment/Interpretation of this Agreement. 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 Headings. 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. W aiver. 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. Severability 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. 636 Resolution No. 2018-______ Page 16 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 Dividend Finance, LLC 9330 Scranton Road, Suite 600 San Diego, CA 92121 Attn: Chief Executive Officer If to the City: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manager 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. City of Moorpark By Name: Troy Brown Title: City Manager Date: Dividend Finance, LLC, a California corp. By Name: Peter Grabell Title: Senior Vice President Date: 637 -1- BYLAWS OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (adopted by the CEDA Board of Directors, July 14, 2006) (amended by the CEDA Board of Directors, June 22, 2007) ARTICLE I DEFINITIONS The definitions of terms used in these Bylaws shall be the same as those contained in the Joint Powers Agreement creating the California Enterprise Development Authority (hereinafter called the “Agreement,” unless otherwise expressly provided). ARTICLE II OFFICES The Authority’s principal office for the transaction of business is located at 550 Bercut Drive, Suite G, Sacramento, California 95814. ARTICLE III LIMITATION ON AUTHORITY The Authority’s exercise of its power under the Agreement and these Bylaws shall be restricted to the extent required under Section 6509 of the Act. The City of Eureka is hereby designated pursuant to Section 6509 of the Act. This designation may be changed by a majority vote of the Board of Directors. ARTICLE IV MEETINGS OF THE VOTING MEMBERS 1.Regular Meetings (a) Time Held The Voting Members shall hold at least one meeting per year. The regular annual meeting of the Voting Members (the “Annual Meeting”) should, if practicable, be scheduled at least one year prior to such meeting. Unless otherwise changed by a majority vote of the Voting Members at a regular meeting, the Annual Meeting shall be held at 9:00 a.m. on the First Thursday in June of each year. Should such day fall upon a legal holiday, the Annual Meeting shall be held on the next following business day. ATTACHMENT 3 638 -2- (b) Business To Be Transacted At each Annual Meeting, the Voting Members shall review, modify if necessary, and adopt the annual program plan or work plan of the Authority for the following Fiscal Year. Such program plan or work plan shall be submitted to the Voting Members by the Executive Director of the Authority no later than thirty (30) days prior to the Annual Meeting. At any meetings, the Voting Members may transact any other business within their powers, and receive reports of the operations and affairs of the Authority. (c) Notice Written notice of each regular meeting of the Voting Members shall be delivered to each Voting Member at least seven (7) days in advance of the meeting. The notice shall specify: (i) The place, date and hour of the meeting. (ii) Those matters which are intended to be presented for action by the Voting Members. (iii) The general nature of any proposal for action by the Voting Members concerning a change in the Voting Members of the Authority or any other matter substantially affecting the rights and obligations of the Authority and its Members. 2. Special Meetings A special meeting of the Voting Members may be called at any time by written notice of any Voting Member to the Board of Directors and the Voting Members, subject to the requirements for 24-hour written notice to the Voting Members and to requesting representatives of the media provided in Section 54956 of the Government Code. The notice of a special meeting shall specify the time and place of the meeting and the business to be transacted. No other business shall be considered at the meeting. A Voting Member may waive notice as provided in Section 54956 of the Government Code. Notice of the calling of any special meeting shall be posted as provided in said Section. 3. Place Of Meeting Each regular or special meeting of the Voting Members shall be held at a place within the State of California designated by the Board of Directors, or if no such designation is made, as designated by the Executive Director. 4. Adjourned Meetings The Voting Members may adjourn any regular or special meeting to a time and place specified in the order of adjournment, whether or not a quorum has been established. If a quorum is not established, no business other than adjournment may be transacted. 639 -3- A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code. No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of thirty (30) days or more, in which case notice of the adjourned meeting shall be given in the same manner as notice of the original meeting. 5. Ralph M. Brown Act Notwithstanding anything herein to the contrary, all meetings of the Voting Members shall be held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seq.), as amended and then in effect. ARTICLE V MEETINGS OF THE BOARD OF DIRECTORS 1. Regular Meetings (a) Time Held The Board of Directors shall hold at least one meeting per year. The regular annual meeting of the Board of Directors (the “Board of Directors Annual Meeting”) should, if practicable, be scheduled at least one year prior to such meeting. Unless otherwise changed by a majority vote of the Board of Directors at a regular meeting, the Board of Directors Annual Meeting shall be held at 2:00 p.m. on the First Thursday in June of each year. Should such day fall upon a legal holiday, the Board of Directors Annual Meeting shall be held on the next following business day. (b) Business To Be Transacted At each Board of Directors Annual Meeting, the Board of Directors shall review, modify if necessary, and adopt the annual operating budget of the Authority, approve the audit of the Authority’s finances and review the annual work plan or program plan and, in each alternating fiscal year, shall elect officers. At any meetings, the Board of Directors may transact any other business within its powers, and receive reports of the operations and affairs of the Authority. (c) Notice Written notice of each regular meeting of the Board of Directors shall be delivered to each director at least seven (7) days in advance of the meeting. The notice shall specify: (i) The place, date and hour of the meeting. (ii) Those matters which are intended to be presented for action by the Board of Directors. 640 -4- (iii) The general nature of any proposal for action by the Board of Directors concerning a change in the Bylaws of the Authority, a change in the membership of the Authority, or any other matter substantially affecting the rights and obligations of the Authority or its Members. 2. Special Meetings A special meeting of the Board of Directors may be called at any time by the Chairman of the Board of Directors, or by a majority of the directors on the Board of Directors subject to the requirements for 24-hour written notice to the directors and/or alternate directors and to requesting representatives of the media provided in Section 54956 of the Government Code. The notice of a special meeting shall specify the time and place of the meeting and the business to be transacted. No other business shall be considered at the meeting. A member of the Board of Directors may waive notice as provided in Section 54956 of the Government Code. Notice of the calling of any special meeting shall be posted as provided in said Section. 3. Place Of Meeting Each regular or special meeting of the Board of Directors shall be held at a place within the State of California designated by the Board of Directors, or if no such designation is made, as designated by the Chairman of the Board of Directors. 4. Adjourned Meetings The Board of Directors may adjourn any regular or special meeting to a time and place specified in the order of adjournment, whether or not a quorum has been established. If a quorum is not established, no business other than adjournment may be transacted. A copy of the order for adjournment shall be posted as required by Section 54955 of the Government Code. No other notice of an adjourned meeting shall be necessary, unless the adjournment is for a period of thirty (30) days or more, in which case notice of the adjourned meeting shall be given in the same manner as notice of the original meeting. 5. Ralph M. Brown Act Notwithstanding anything herein to the contrary, all meetings of the Board of Directors shall be held in strict compliance with the Ralph M. Brown Act (Government Code Section 54950 et seq.), as amended and then in effect. 641 -5- ARTICLE VI BOARD OF DIRECTORS AND OFFICERS 1. Board of Directors The Agreement designates the Executive Committee of the Board of Directors of the California Association for Local Economic Development and the President of the California Association for Local Economic Development as the initial Board of Directors of the Authority. 2. Officers The Agreement designates the President of the California Association for Local Economic Development as Chairman of the Authority. The Board of Directors of the Authority will appoint a Vice Chair, Secretary, and Treasurer from among its members. The Board may by resolution appoint assistant officers to act in place of the officers of the Authority. 3. Duties of the Chairman The Chairman shall preside at and conduct all meetings of the Board of Directors and the Voting Members, although the Chairman will have no vote at any meeting of the Voting Members. The Chairman shall sign all contracts unless a Resolution of the Board provides otherwise. 4. Duties of the Vice Chairman In the absence of the Chairman, the Vice Chairman shall perform all duties assigned to the Chairman by the Agreement and these Bylaws or by the Voting Members or the Board of Directors. 5. Duties of the Secretary The Secretary shall countersign all contracts on behalf of the Authority and shall perform such other duties as may be imposed by the Board. 6. Duties of the Treasurer The Treasurer shall serve as the treasurer, auditor, and controller of the Authority. 7. Terms of Office The terms of office of the Chairman and Vice Chairman shall coincide with the terms of office of the President of the California Association for Local Economic Development (“CALED”) and the Chairman of the Board of Directors of CALED, respectively. 642 -6- 8. Removal and Vacancies The Board of Directors may remove an officer at anytime. A vacancy in any office, because of death, resignation, removal, disqualification, or any other cause, shall be filled by election of the Board of Directors. 9. Resignation of Officers Other than with respect to the Chairman and the Vice Chairman or in the absence of a contrary written agreement, any officer may resign at any time by giving written notice to the Chairman. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. ARTICLE VII COMMITTEES 1. Establishment of Committees The Board of Directors may appoint any additional committees and determine the committees’ structure, charge, size and membership. Committees may be established to consider any matter within the jurisdiction of the body establishing such committee. Each committee shall operate according to the policies adopted by the body establishing such committee and shall submit their reports and recommendations to the body establishing such committee. Committees shall meet on the call of their respective chairpersons, each of whom shall be a member of the Board of Directors and a member of such committee. Each Committee shall meet on the call of its chairperson, at such times and places as are designated by the chairperson. Written notice of the time and place of a Committee meeting, and of the business to be transacted, shall be delivered to each member of the Committee and to requesting representatives of the media at least twenty-four (24) hours in advance as required by Section 54966 of the Government Code, and subject to the other provisions of that Section. No other business shall be considered at the meeting. A majority of the members of a Committee shall constitute a quorum for the transaction of business. All actions of the Committee shall require the affirmative votes of a majority of the members present at a meeting duly held at which a quorum is present. All Committee meetings shall be duly noticed and held in accordance with the requirements of the Ralph M. Brown Act (Government Code 54950 et seq.), as amended and then in effect. ARTICLE VIII MISCELLANEOUS 1. Execution of Contracts The Board of Directors may authorize any officer, staff member, or agent of the Authority to execute any contract in the name of and on behalf of the Authority, and such 643 -7- authorization may be general or specific in nature. Unless so authorized, no officers, staff member or agent shall have any power to bind the Authority by contract. 2. Rules of Procedure for Meetings All meetings of the Voting Members, Board of Directors and Committees or bodies of the Authority shall be conducted in accordance with the most recent edition of Robert’s Rules Of Order, provided that in the event of a conflict, such rules shall be superseded by the Agreement, these bylaws, and California law. ARTICLE IX FINANCES 1. Fiscal Year The Fiscal Year of the Authority shall be from July 1 to June 30. 2. Budget At least thirty (30) days prior to the Board of Directors Annual Meeting in each Fiscal Year, the Executive Director shall submit to the Board of Directors a proposed general budget for the next Fiscal Year of the Authority. The proposed general budget shall include annual membership fee and assessment schedules, if any, and a summary of revenue and expenditures, actual or projected, for the preceding, current, and next Fiscal Years. The Executive Director shall manage all expenditures, subject to control of the Board of Directors. The Board of Directors shall have power to transfer funds within the total detailed budget to meet unanticipated needs or changed situations. ARTICLE X AMENDMENTS These Bylaws may be amended at any time by a majority vote of the Board of Directors. Following adoption of amendments, the Executive Director shall prepare and distribute a revision of the Bylaws to all Voting Members of the Authority and members of the Board. ARTICLE XI EFFECTIVE DATE These Bylaws shall go into effect immediately upon adoption by majority vote of the Board of Directors. 644 -8- ARTICLE XII ASSOCIATE MEMBERSHIP 1. Any Local Agency within the State of California may, with the approval of the Board of Directors, become an Associate Member of the Authority by (i) executing and delivering to the Authority an Associate Membership Agreement substantially in the form attached hereto as Exhibit A and hereby made a part hereof and (ii) the filing by such Local Agency of a certified copy of the resolution of the Legislative Body of such Local Agency approving the Associate Membership Agreement and the execution and delivery thereof. 2. An Associate Member shall be entitled to participate in all programs and other undertakings of the Authority, including, without limitation, any undertakings to finance a Project and any other financing programs provided by law. 3. An Associate Member shall not be entitled to vote on any matter coming before the Voting Members or the Board, except as otherwise specified in the Agreement. 4. Upon approval by the legislative body of a Local Agency as an Associate Member, the Chairman, Vice Chairman, the Executive Director or any other officer or staff member duly authorized by the Board of Directors for such purpose shall execute and deliver the applicable Associate Membership Agreement to the Associate Member, file such executed counterpart of the Associate Membership Agreement in the official records of the Authority and add such Local Agency to Exhibit A of the Agreement as an amendment, effective upon such filing. [End of Bylaws] 645 A-1 EXHIBIT A ASSOCIATE MEMBERSHIP AGREEMENT by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY/COUNTY OF ________, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT (this “Associate Membership Agreement”), dated as of _______, 2006, by and between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the “Authority”) and the CITY/COUNTY OF ____, CALIFORNIA, a municipal corporation/political subdivision, duly organized and existing under the laws of the State of California (the “City/County”); 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/County desires to become an Associate Member of the Authority; WHEREAS, City Council of the City/Board of Supervisors of the County 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/County should become an Associate Member of the Authority; 646 A-2 NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Authority and the City/County do hereby agree as follows: Section 1. Associate Member Status. The City/County 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/County and the Authority, the City/County shall be and remain an Associate Member of the Authority. Section 2. Restrictions and Rights of Associate Members. The City/County 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/County shall have any right to become an officer or director of the Authority. Section 3. Effect of Prior Authority Actions. The City/County hereby agrees to be subject to and bound by the A. Agreement and B. Bylaws of the Authority. 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/County. Section 5. Execution of the Agreement. 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/County in all programs and other undertakings of the Authority. 647 A-3 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. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Gurbax Sahota, Chair of the Board of Directors Attest: Michelle Stephens, Assistant Secretary CITY/COUNTY OF _________, CALIFORNIA By: Name: Title: Attest: Name:______________, City Clerk/Clerk of the Board of Supervisors 648