HomeMy WebLinkAbout32743Agreement No. 18-065
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
COUNTY OF FRESNO, CALIFORNIA
THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership
Agreement"), dated as of March 6, 2018 by and between CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the COUNTY OF
FRESNO, CALIFORNIA, a political subdivision, duly organized and existing under the laws of
the State of California (the "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 Asiociation 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 County desires to become an Associate Member of the Authority;
WHEREAS, 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 County
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 County do hereby agree as follows:
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Attest:
Be rni ce E. Seid e l
C le rk to the Board of S upe rv isors
County of Fresno , S ta te o f Cali fo rn ia
D e puty
COUNTY OF FRESNO, CALIFORNIA
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EXHIBITB
CEDA Resolution of Intention
\
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RESOLUTION OF THE CALIFORNIA ENTERPRISE DEVELOPMENT
AUTHORITY DECLARING INTENTION TO FINANCE INSTALLATION
OF DISTRIBUTED GENERATION RENEW ABLE ENERGY SOURCES,
ENERGY EFFICIENCY, SEISMIC RETROFITS, ELECTRIC VEHICLE
CHARING INFRASTRUCTURE, AND WATER EFFICIENCY
IMPROVEMENTS IN THE COUNTY OF FRESNO
WHEREAS, the California Enterprise Development Authority ("gEDA") is a joint powers
authority authorized and existing pursuant to Joint Powers Act (Goy¢mm.:~nt Code Section 6500
,_,Ji,' •. , ..
et seq.) and that certain Joint Exercise of Powers Agreement (tl}ef'Agreement") dated as of June
1, 2006, by and among the cities of Eureka, Lancaster and SeJriiii;l;~nd ...
'";~,
WHEREAS, CEDA is authorized under the Agreemef!~ .. and Chapter· ,~t 1v1si~h 7 of Title 1 of
the Government Code of the State of California an~i,,ii{accordance with G4fipter 29 of.Part 3 of
Division 7 of the Streets & Highways Code of the Stale.bf.California ("Cl{~j?,i~i; 29") tJ,iiuthorize
assessments to finance the installation of distri.~~l~1;\~enera.\igp renewable ~n'e'tg}'J9\lfc'es, energy
efficiency, seismic retrofits, electric vehJc'l~"!Jcliarg;· ittfr~s~ructure, ~nd \\{a.for efficiency
improvements that are permanently fixedJ5:ff~'i:!lPrope ("Alitfigrized Imp~ye~ents"); and
. , ,/tf "'i~~'i:,. ,.0 •,:~,,(,, ./r~B!.l
WHEREAS, the County of Fresno (tl!~'i'founty'lhas,consented to·j.~:&DA's levy of voluntary
co~tractual assess~ents for the financing'!~~!fhe ins~pa,~ion of Authofized Improvements in the
unmcorporated territory of County; and : t" ·
'/±,
WHEREAS, CEDA desires to'... ar~jts int~i).ti. .., o .. establi .. a Figtree PACE program ("Figtree
p ACE") in the unincorporated t~nJt~~i/qfJ:'.oHpty/p~fS,lJ~t to which CEDA, subject to certain
conditi?ns set forth•,~r[,ein, _would e?t~(ii\tci:!s;.g~)t~c~uar;ri:s·sessments to finance the installation of
Authorized Improve111~Qt m the unmcorppratec:ht~1J1tory of County; and
''-< • ;: "' 1;:.:0,;4
" -~lzj" . . ,s1 . ·\f~-;·:
WHER~,;:~, CEDA and~the aamui.~tator ofl:b'~tFigtree PACE program are in compliance with all
applica~fffeqhirements o{1As~¢'iriblJ. ijiJJJ284 (Statutes of 2017, Chapter 4 75), and the Figtree
PACE'nr:ogram, as of Januit)t'f. 2018,'~ctIYiplies with all applicable requirements of Chapter 29.1
of Part 3t9fDhzi1,ion 7. of the ~\reets andiHighways Code.
t; :.:, . . 'F 1iit,+"*i
NOW, THERE .~, 13E IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, AS FOLLOWS: :, ;:"?'.
"\ ' ··~: ".\~ :i;;,:,,~fb~'!.l;
Section 1. Fin&Jngs. 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 County.
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(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 unincorporated territory of County .. /J'1'~¥ili11
•·. '6'/ll'.
'., ·"< /\\ ·,A
Section 2. Determination of Public Interest. The Board::ofDirect'% hereby determines
that (a) it would be convenient, advantageous, and in the public int~reslto des:. . atf an area, which
shall encompass the entire unincorporated geographic territory wit e boundaries of the
County, within which CEDA and property owners W:i~in the unincorpo . dterritory'; County
may enter into voluntary contractual assessmeriis t3· finance the installatiop of · thorized
Improvements pursuant to Chapter 29 and (b )oiqi~; · the ptib:lic interest for CEQ~'ai. finance the
installation of Authorized Improvements .. hrttlftc3 rsuart,tt~. ~hapter<i .. . .. .
. . Section 3. Identification 0£':tfuthoriz¢iaJmt4,oy~m~n s.:. ,;*hereby declares its
mtent1on to make voluntary contractu sessmet;t! financmg availa .. to property owners to
finance installation of Authorized Im pro . . .· .nis; incli!t:4Jqg but not limited to those improvements
detailed in the Report desc~ibed in Sectiort![§Jie f(the''~0
'· rt"), as that Report may be amended
from time to time. · · \ · ·
i'~~ltl,ntary contractual assessments may be
entered into by pr\i~r owners . c~ .. If thejunincorporated territory within County
Boundaries. A prope~,a~wner locatediwi,thin a Jy within the County may enter into voluntary
contractuatassessment~·.w'.ifflt+@EDA onlydd~fter such City has adopted a resolution to authorize
particip<1:geiA~tP the PACE.prof "~:
\~ctio:
1
';. Propose<LFinanci rrangements. Under Chapter 29, CEDA may issue
bonds, rio1:~s.or oth,er ms o ··" debtedness (the "Bonds") pursuant to Chapter 29 that are payable
by voluntaty:cont{ es . 1 µts. Division 10 ( commencing with Section 8500) of the Streets
& Highways Code oft . tat~nthe "Improvement Bond Act of 1915") shall apply to any
indebtedness issue.d pursuaritto Chapter 29, insofar as the Improvement Bond Act of 1915 is not
in conflict with Clfapter.:2"9: The creditworthiness of a property owner to participate in the
financing of Authori:fflfr" Improvements will be based on the criteria developed by Figtree
Company, Inc. (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. The Program Administrator shall comply
with all applicable requirements of Assembly Bill 1284 (Statutes of 2017, Chapter 475), and, as
of January 1, 2018, the Figtree PACE program shall comply with all applicable requirements of
Chapter 29.1 of Part 3 of Division 7 of the Streets and Highways Code. In connection with
indebtedness issued under the Improvement Bond Act of 1915 that are payable from voluntary
contractual assessments, serial and/or term improvement bonds or other indebtedness shall be
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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 1 1. 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 th~ indebtedness; provided,
however, that this determination shall not prevent CEDA or any ofiJ$,rrierobers from, in their sole
discretion, so advancing funds. The Bonds may be refunded und~{Division i 1.5 of the California
Streets and Highways Code or other applicable laws permittin'gi:t~funding1)i1J,1pon the conditions
specified by and upon determination of CEDA. · '\;, )]!'.)~,.,"
ik: , ~;"t1~~iJ}~~'.t'~ i
CEDA hereby authorizes the Program Ad1n;\~istrator, upon cdfi~µJtation wi!h CEDA
general counsel, bond counsel and the Figtree P .AfCE~i;ynderwriter, to com~egce pr~plration of
~ocuments and take n~cessary steps to prepare foii!kt i;§uah<?,e of bonds, not~S¼~,f:t?!~er forms of
mdebtedness as authorized by Chapter 29. · ·•>':tf.' . ',; l .,,.~
~,:.',;!, ,,, ~ :'\\ ~,
," "t/'iit:,c '.i' >'Jftl,
In conn_ectio~ with the issuan:?~~of bon.,~I;raya~.!S from conu;:~t~~J¥assessments, ~E~A
expects to obligate itself, through a,~~Y-~nant W;~!?,,JJle' owners ofJfi~;-:bonds, to exercise its
foreclosure rights with respect to deliriquent•contrac -~ .:assessment il:lsfallments under specified
circumstances.
. rsuan ,~. f~~i-' CE .,;.:, fiereby orders that a public hearing
be held before CEDA Board (the'--t. , af~:50 Ber:c\it:Qrive, Suite G, Sacramento, CA 95811,
on ___ _, '.l\;:,, , at __ · -·'!;\-' f~{ '''\ ,,urpo!~s of allowing interested persons to object
to, or inquire about,l oposed Figtfef.PA . grlm. The public hearing may be continued
from time to time as d ,, \j;JJ d by the B~ai:p for atime not exceeding a total of 180 days.
,;;·,{ ·• '\, .. :<::;,-. s, . ;~~!:~0:l
;~{the':time of the :hearjn'g,'th~:llenort}oescribed in Section 8 hereof shall be summarized,
and the~~oard sh-~ll afford dllipfrsons -~11~\are present an opportunity to comment upon, object to,
or preseilt:e.yJd~Qg~<:tf.i!h regar~ to the 'proposed Figtree PACE Program, the extent of the area
proposed fflllit " ·: J:led\v,ithiri'1 .e ~oundaries of the assessment district, the terms and conditions
,ii0]¼,~:;1;0o,~.:, ~" ~>.
of the draft assessment coJitrac escribed in Section 8 hereof (the "Contract"), or the proposed
financing provisions. Follo~ing the public hearing, CEDA may adopt a resolution confirming the
Report (the "Res6lu!jq_n GQiifirming Report") or may direct the Report's modification in any
respect, or may abancici~,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.
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Section 7. Notice to Water and Electric Providers. Pursuant to Section 5898.24 of the
Streets & Highways Code, written notice of the proposed voluntary contractual assessment
program within the unincorporated territory of the County to all water and electric providers in the
uincorporated territory within the boundaries of the County 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)
(b)
(c)
(d)
. A map showing the boundaries of the territ~~;~it~in which contractual
assessments are proposed to be offered, as set fo~Q;jh Secti.on 4 hereof.
A draft voluntary contractual assessment contract (the "Contract") specifying the
terms and conditions of the ~~eement be~een CEDA'and ~~fop~rty _owne~.
A statement ?f CED A's pohc1es conce mg contractual:f~!essments mcludmg all
of the followmg: . '\s• , ,,,.
(1) Identification of types of Atith, d Improvementg tliat may "tfinanced
through the use of contrae.tl1al asses nts. • · · ~,,, .· ..
(2) Identification of the @EU~ ·a thorized to '0enter%int6 contractual
assessments on beh~1isbf~CED : Y · ;, · {%"
(3) A maximum ag i!il ate:·cf1~~a ifj; t of con tuaLassessments.
(4) A method for ,, . g'.reque°s,fr~i,n property" •,,,;:sJfor financing through
contractual asseisNJnts in pri~)i:tY, order in the. ent that requests appear
likely to exceed th~zJfflttorizatio7:':tt" unt. '
·v, '<S•' lc'.{:';;.c :6.J''. ~ _:
A plan fo~," · g a capi~! arrropnt fe . "'~s<J:o pay for work performed in
connection wit tual as~essnfents; . Th~;J)fan may include the sale of a bond
or bcmds or other t , " y~Jatiq,nsHippw:~µant to Section 5898.28 of Chapter 29.
The"'gl,~n (i) shall incl 'ff' , . ,nt 0,:frdr method for determining, the interest
rate afto"tim.~ period g w . contracting property owners would pay any
. assessmefit, (Ii)ishall provi10f, for ·an reserve fund or funds, and (iii) shall provide
for the apportio t of affi•tr,1any portion of the costs incidental to financing,
;0;YYC%;JYYlt,).~dministration. an ·· s,ectionii:>f the contractual assessment program among the
,,.,~'h :~·. :,\•,, , +\0'':\!;SifW?
consenting pf ,,, erty own~rs,,and CEDA .
.Ktepctitr8rt.t tbe discussions with the County Auditor-Controller described in
~ectio? 10 hereo(··conce . g '¾~tadditional fees, if any, that will be charged to CEDA for
mclus1on of the proposed contractual assessments on the general property tax roll of the County,
.<¾t'"''. }#+: and a plan for finane · ~ayment of those fees.
Section 9. Nature of Assessments. Voluntary contractual 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 voluntary contractual assessments shall be collected in the same manner and at the same time
as the general taxes of the County 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
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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 collecting the
proposed voluntary contractual assessments with the general taxes of the County on real property.
I
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 voluntary contractual assessment obligations by assessor's parcel
number on property subject to a voluntary contractual assessment.
Section 12. Procedures for Responding to Inquiries. The Ei;:ogram Administrator shall
establish procedures to promptly respond to inquiries concemingf;1'¢.ulfe11t and future estimated
liability for a voluntary contractual assessment. }F"'' ~
Section 13. Effective Date.
adoption.
,.;:,ff~. :· (_
\r(<',
ect im,rt:i~diately upon its
~,;, '"r4,
PASSED AND ADOPTED this __ day"6f ',;\ 201 . ·,
• /~ALJit~IA ENTE~~\t>tf~
""',,, DEVELOPR'rENT AUTl#IORITY , .fr,,~ .. />__ ,." ,<:,,,,:: ,,:,~~I?:}t;.\ ~~~";P •."-,\~~:-. ., ·~:~ir ~ \-!; --,_ , ,::/~~/~
··.•::,\iy;_·' ___________ _
;;,,{u• Jiurbax Sahota, Chair
ATTEST:
Helen 's:chaubmayer, Asst. 'sicretary ,),;:?'
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EXHIBIT C
Indemnification Agreement
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