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Home My WebLink AboutA6312 - CA ENTERPRISE DEVELOPMENT AUTHORITY - PARTICIPATION AGR RETURN TO: CITY CLERK CITY OF PALM SPRINGS BOX 2743PARTICIPATION AGREEMENT PALM SPRINGS,,CA 92263 C by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY OF PALM SPRINGS Dated as of 1o,21 , 201 jAr PARTICIPATION AGREEMENT This PARTICIPATION AGREEMENT, made and entered into as of a 19j 2012, by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, a joint powers agency organized and existing under the laws of the State of California ("CEDA") and the City of Palm Springs, a City, organized and existing under the laws of the State of California (the "Participating Member"); WITNESSETH: In consideration of the mutual covenants herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, as follows: Recitals (a) The California Enterprise Development Authority (the "CEDA") is a joint powers agency organized and existing pursuant to the Joint Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California and the Participating Member is either a municipal corporation or other public body and a member of the CEDA in good standing. (b) The CEDA has adopted the Figtree Property Assessed Clean Energy (PACE) and Job Creation Program (the "Program" or "Figtree PACE", also known as the "California PACE"), for the financing of renewable generation and energy efficient and water savings equipment on improved commercial, industrial and residential property within the Participating Member's jurisdiction. (c) The CEDA has retained third party administrator, Figtree, to carry out the implementation of the Program. (d) The Participating Member has authorized the CEDA to form an assessment district (the "District") for the PACE financing of renewable generation and energy efficient and water savings improvements on certain properties owned by property owners who voluntarily agree to participate in the Program ("Program Participant"). (e) The CEDA intends to issue bonds, notes or other forms of indebtedness (the "Bonds") to finance improvements within the District and in consideration therefor, assessments shall be recorded against each parcel prior to the issuance of the Bonds. Installments of principal and interest sufficient to meet annual debt service on the Bonds, and related 4819-1367-9631.1 1 PARTICIPATION AGREEMENT This PARTICIPATION AGREEMENT, made and entered into as of � 2013, by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUT ORITY, a joint powers agency organized and existing under the laws of the State of California ("CEDA") and the City of Palm Springs, a City, organized and existing under the laws of the State of California (the "Participating Member"); WITNESSETH: In consideration of the mutual covenants herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, as follows: Recitals (a) The California Enterprise Development Authority (the "CEDA") is a joint powers agency organized and existing pursuant to the Joint Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California and the Participating Member is either a municipal corporation or other public body and a member of the CEDA in good standing. (b) The CEDA has adopted the Figtree Property Assessed Clean Energy (PACE) and Job Creation Program (the "Program" or "Figtree PACE", also known as the "California PACE"), for the financing of renewable generation and energy efficient and water savings equipment on improved commercial, industrial and residential property within the Participating Member's jurisdiction. (c) The CEDA has retained third party administrator, Figtree, to carry out the implementation of the Program. (d) The Participating Member has authorized the CEDA to form an assessment district (the "District') for the PACE financing of renewable generation and energy efficient and water savings improvements on certain properties owned by property owners who voluntarily agree to participate in the Program ("Program Participant'). (e) The CEDA intends to issue bonds, notes or other forms of indebtedness (the "Bonds") to finance improvements within the District and in consideration therefor, assessments shall be recorded against each parcel prior to the issuance of the Bonds. Installments of principal and interest sufficient to meet annual debt service on the Bonds, and related 4819-1367-9631.1 1 administration costs and expenses, are to be included on the regular county tax bills sent to each Program Participant. (f) The Participating Member desires to authorize the CEDA to (i) record the assessment against the participating property owner's 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") and (iii) prepare program guidelines for the operations of the Program. (g) The Law permits foreclosure in the event that there is a default in the payment of assessments due on a property. Under the Law, the Participating Member must designate the parties who shall be responsible to proceed with collection and foreclosure of the liens on the properties within the District. The Program Report provides for accelerated foreclosure. (h) The Participating Member desires to appoint the CEDA as its representative to 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 Marks Roos Act. NOW THEREFORE: Section 1. Recitals. The Recitals contained herein are true and correct and are hereby incorporated herein by reference. Section 2. Appointment of CEDA. The City is not and will not be deemed to be an agent of Figtree or CEDA as a result of this Agreement. The Participating Member hereby appoints the CEDA as its representative to record the assessment against each Program Participant's parcel and administer the District in accordance with the Law. The Participating Member hereby designates the CEDA as the entity which shall 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 Marks Roos Act. Section 3. 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 negligent performance by Figtree of the work required under the agreement between Figtree and CEDA. Figtree, on behalf of itself and the CEDA, hereby indemnifies, defends and hold harmless the Participating Member, its officers, agents, employees and attorneys from and against any and all liabilities, claims, or demands arising or alleged to arise as a result of the CEDA or Figtree's performance or failure to 4819-1367-9631.1 2 perform under this Agreement or the Program, except that arising from the sole negligence or willful misconduct of Participating Member. IN WITNESS WHEREOF, the parties hereto have executed this Participation Agreement by their officers duly authorized as of the day and year first written above. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Chair CITY OF PALM SPRINGS APPRC'JED B`(CITY COUNCIL HAD a -& P\163k� By City Manager ATTEST: r FIGTREE Clerk By:_ TO hPP `� Name: M kK N A )$Ate 4819-1367-9631.1 3 RETURN TO: CITY CLEEK C1TY'OF PALM SPRINGS BOX2lv3 ASSOCIATE MEMBERSHIP AGREEMENT PALM SPRINGS,GA 92263 by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY OF PALM SPRINGS, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership Agreement'), dated as of 10•1\. 20115 by and between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority') and the CITY OF PALM SPRINGS, 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: 4833-7301-9141.1 ] i Section 9. 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 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. I 4833-7301-9141.1 2 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: / 1 ! i Michelle Stephens, Asst. cretary CITY OF PALM SPRINGS, CALIFORNIA By: Steaei'ea e� Attest: ! APPROV7D By C;r(C011KIL a81 �a 12 A65i mes Thompson City Clerk �F'Pf�V AS TO FORM Attorney 4833-7301-9141.1 3