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R11064Council Meeting: July 25, 2017 RESOLUTION NUMBE Santa Monica, California 110 014 (CCS) (City Council Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING AND RESTATING RESOLUTION NUMBER 10941 (CCS) REGARDING THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY AND AUTHORIZING THE FOLLOWING: (1) JOINING THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY AS AN ASSOCIATE MEMBER; (II) JOINING THE FIGTREE PACE PROGRAM; (III) ALLOWING THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY TO CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF SANTA MONICA; AND (IV) EXECUTING ANY RELATED DOCUMENTS. WHEREAS, the City of Santa Monica ("City") is a California municipal corporation, duly organized and existing under the Constitution and the laws of the State of California; TIM WHEREAS, Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California commencing with Section 6500 (the "JPA Law") authorizes the City to enter into joint powers agreements with one or more other public agencies; and WHEREAS, the California Enterprise Development Authority ("CEDA") offers public agencies wishing to join CEDA the opportunity to participate in economic development financing programs for the benefit of businesses and nonprofit entities within their jurisdictions 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 City is willing to become an Associate Member of CEDA subject to the provisions of the Agreement; and WHEREAS, CEDA has adopted the Figtree Property Assessed Clean Energy ('PACE") and Job Creation Program (the "Program" or "Figtree PACE"), to allow the financing of certain renewable energy, energy efficiency, seismic retrofits, electric vehicle charging infrastructure, and water efficiency improvements (the "Improvements") through the levy of contractual assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code ("Chapter 29"), and the issuance of improvement bonds or other evidences of indebtedness (the "Bonds") under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 et seq.) (the "1915 Act") upon the security of the unpaid contractual assessments; and WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner of each lot or parcel on which an assessment 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, CEDA has provided a proposed form of Resolution of Intention to the City ("ROI"), and agrees to conduct assessment proceedings in accordance with the proposed form of ROI; and WHEREAS, the territory within which assessments may be levied for the Figtree PACE programs shall include all of the territory within the City's official boundaries; and WHEREAS, pursuant to Chapter 29, the City authorizes CEDA to conduct assessment proceedings, levy assessments, pursue remedies in the event of delinquencies, and issue bonds or other forms of indebtedness to finance the Improvements in connection with Figtree PACE; and WHEREAS, to protect the City in connection with operation of the Figtree PACE program, Figtree Energy Financing, the program administrator, has agreed to defend and indemnify the City; 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, administration or repayment or guarantee of any bonds or other indebtedness issued in connection with Figtree PACE or its successor organization. 3 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council 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 above Recitals are true and correct. SECTION 2. This Resolution amends, restates and supercedes Resolution No. 10941 (CCS) dated March 1, 2016 in its entirety. SECTION 3. The City Manager is authorized to negotiate and to enter into an Associate Membership Agreement in order for the City to become an associate member of the California Enterprise Development Authority. The City Manager is further authorized to execute any and all agreements, amendments or documents necessary for the implementation of the Associate Membership Agreement or CEDA's Figtree PACE program, including, but not limited to, an Indemnity Agreement with Figtree to indemnify the City for negligence or malfeasance by Figtree. SECTION 4. Good Standing. The City is a California municipal corporation and in good standing. SECTION 5. Public Benefits. The City Council hereby finds and determines that properties in the territory of the City will benefit from the availability of the Figtree PACE program. 112 SECTION 6. Authorization. The City authorizes CEDA to implement the Figtree PACE in accordance with applicable law, rules and regulations, and to: (i) accept applications from property owners within the City for participation in the Figtree PACE program; (ii) record the assessment against the Participating Parcels; (iii) 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"); (iv) prepare program guidelines for the operations of the Program; and (v) 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 applicable law, including Section 6509.6 of the California Government Code, for the enforcement and collection of liens. 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. The City further authorizes CEDA to implement special assessment proceedings pursuant to Chapter 29 on any property of Participating Parcels within the Boundaries and the issuance of Bonds under the 1915 Act, provided that: (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 .7 (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. 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. Indemnification. Figtree has provided the City with an indemnification agreement 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 authorizes the City Manager to negotiate and to execute said indemnity agreement. Section 10. CEQA. The City Council further 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). Section 11. Costs. Services related to the formation and administration of the assessment district will be provided by CEDA at no cost to the City. 0 Section 12. Effective Date. The City Clerk shall certify the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect. The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to Figtree. APPROVED AS TO FORM: JOSEPH LAWRENCE Interim City Attorney 7 Adopted and approved this 25th day of July, 2017. �` EF✓ to Ted Winterer, Mayor I, Denise Anderson -Warren, City Clerk of the City of Santa Monica, do hereby certify that Resolution No. 11064 (CCS) was duly adopted at a meeting of the Santa Monica City Council held on the 25th day of July, 2017, by the following vote: AYES: Councilmembers McKeown, Himmelrich, O'Connor, O'Day, Vazquez Mayor Pro Tem Davis, Mayor Winterer NOES: None ABSENT: None ATTEST: Denise Anderson -Warren, City Clerk