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HomeMy WebLinkAbout7359 RESOLUTION NO. 7359 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, AUTHORIZING THE CITY TO BECOME A MEMBER OF THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY COMMUNITY IMPROVEMENT AUTHORITY ("CSCDA CIA") AND AUTHORIZING THE CITY MANAGER TO ENTER INTO PUBLIC BENEFIT AGREEMENTS WITH CSCDA CIA IN SUPPORT OF THEIR ISSUANCE OF TAX-EXEMPT BONDS TO CREATE OR PRESERVE MIDDLE-INCOME RENTAL HOUSING IN ARCADIA WHEREAS, the CSCDA CIA is a Joint Powers Authority (the "Authority") created pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and a Joint Exercise of Powers Agreement Relating to the CSCDA CIA among certain public agencies (the "Agreement"), in order to preserve and protect quality affordable rental housing made available to California's middle-income population; and WHEREAS, one of the goals of the City of Arcadia (the "City") is to meet the growing housing needs of its residents by actively supporting the production, preservation and protection of market-rate and affordable rental housing for all; and WHEREAS, the City has determined that it is in the public interest and for the public benefit that the City become an Additional Member of CSCDA CIA pursuant to Section 12 of the Agreement in order to facilitate the production, preservation and protection of quality affordable rental housing for the City's middle-income residents and workforce, including the financing of projects therefor by CSCDA CIA; and WHEREAS, the Agreement has been filed with the City, and the members of the City Council of the City (the "City Council"), with the assistance of its staff, have reviewed said document, and the City proposes to become an Additional Member of CSCDA CIA; and WHEREAS, CSCDA CIA proposes to issue from time to time its governmental purpose revenue bonds (the "Bonds") and use the proceeds thereof to finance the acquisition, construction, development and certain related costs of multifamily housing developments within the City (each, a "Project"); and WHEREAS, prior to the issuance of Bonds for a Project, CSCDA CIA shall submit a Public Benefit Agreement to the City for its review, and the City shall in its sole discretion either approve or deny the issuance of Bonds and the execution of a Public Benefit Agreement for the proposed Project ; and WHEREAS, CSCDA CIA intends to implement regulatory agreements at each Project to avoid the displacement of existing residents, restrict future occupancy to middle-income households earning no more than 120% of area median income, and impose limitations on the annual rent increases of such qualified middle-income households; and WHEREAS, CSCDA CIA proposes, pursuant to one or more Public Benefit Agreements (the "Public Benefit Agreements"), between CSCDA CIA and the City, the form of which has been filed with the City Council, to grant the City the option, but never the obligation, to purchase each Project or to cause CSCDA CIA to sell such Project, commencing on the date fifteen (15) years after CSCDA CIA's acquisition of such Project; and WHEREAS, it is in the public interest and for the public benefit that the City Council approve the issuance of the Bonds by CSCDA CIA for the aforesaid purposes; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: 2 SECTION 1. The foregoing recitals are true and correct. SECTION 2. The City Council hereby authorizes the City to become an Additional Member of CSCDA CIA. The Agreement is hereby approved and the City Manager or the designee thereof is hereby authorized and directed to execute the Agreement and the City Clerk or such Clerk's designee is hereby authorized and directed to attest thereto. SECTION 3. The proposed form of Public Benefit Agreement on file with the City Council is hereby approved. In connection with any Project, the City Manager or the designee thereof is hereby authorized and directed to execute an agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. The City Council hereby supports and approves CSCDA CIA's issuance of Bonds from time to time as a means towards the production, preservation and protection of middle-income rental housing within City limits. SECTION 5. The issuance of Bonds shall be subject to the approval of CSCDA CIA of all financing documents relating thereto to which CSCDA CIA is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds. SECTION 6. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct any Project or any refinancing of any Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation or operation of any Project; (iii) make any contribution or advance any funds whatsoever to CSCDA CIA; or (iv) except as provided in this Resolution, take any further action with respect to CSCDA CIA or its membership therein. 3 SECTION 7. The executing officers(s), the City Clerk and all other proper officers and officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. SECTION 8. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Resolution, or any part thereof is for any reason held to be unconstitutional or otherwise legally ineffective, such decision shall not affect the validity of the remaining portion of this Resolution or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase be declared unconstitutional or otherwise legally ineffective. If for any reason any portion of this Resolution is found to be invalid by a court of competent jurisdiction, the balance of this Resolution shall not be affected. SECTION 9. CEQA. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Section 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. SECTION 10. The City Clerk shall certify to the approval of this Resolution. [SIGNATURES ON NEXT PAGE] 4 Passed, approved and adopted this 18th day of May, 2021. icZei7 ----- Mayor of the ' y of Arcadia ATTEST: Pity Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney Exhibit "A" - Joint Exercise of Powers Agreement Relating to the CSCDA CIA Exhibit "B" - Public Benefit Agreement 5 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, GENE GLASCO, City Clerk of the City of Arcadia, hereby certifies that the foregoing Resolution No. 7359 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 18th day of May, 2021 and that said Resolution was adopted by the following vote, to wit: AYES: Beck, Chandler, Verlato, Cheng, and Tay NOES: None ABSENT: None City Clerk of the City of Arcadia 6 Exhibit"A" JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CSCDA COMMUNITY IMPROVEMENT AUTHORITY THIS AGREEMENT, dated as of October 15, 2020, among the parties executing this Agreement (all such parties, except those which have withdrawn as provided herein, are referred to as the "Members" and those parties initially executing this Agreement are referred to as the "Charter Members"): WITNESSETH WHEREAS,pursuant to Title 1,Division 7,Chapter 5 of the California Government Code (in effect as of the date hereof and as the same may from time to time be amended or supplemented, the "Joint Exercise of Powers Act"), two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and WHEREAS, each of the Members is a "public agency" as that term is defined in Section 6500 of the Joint Exercise of Powers Act; and WHEREAS, each of the Members is empowered by law to promote economic,cultural and community development, including, without limitation, the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, the increase of the tax base, and the promotion of opportunities for education, cultural improvement and public health, safety and general welfare; and WHEREAS, each of the Members may accomplish the purposes and objectives described in the preceding preamble by various means; and WHEREAS, each Member is also empowered by law to acquire, construct, improve, operate and dispose of real property for a public purpose; and WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint exercise of powers entity with the authority to exercise any powers common to the Members, as specified in this Agreement,and to exercise the additional powers granted to it in the Joint Exercise of Powers Act and any other applicable provisions of the laws of the State of California; and WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is empowered to issue or execute bonds, notes, commercial paper or any other evidences of indebtedness, leases, installment sale or other financing agreements, obligations or certificates of participation therein (each and all herein referred to as "Bonds"), and to otherwise undertake financing programs under the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California to accomplish its public purposes; and WHEREAS, the Members have determined to specifically authorize a public entity authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California; and 4130-8559-5173.3 WHEREAS, it is the desire of the Members to use a public entity established pursuant to the Joint Exercise of Powers Act to undertake the financing and/or refinancing of projects of any nature, including, but not limited to, workforce housing projects and other capital or working capital projects, purchase or acquisition of property, improvements, leases, contracts, receivables, commodities, bonds, other revenue streams or assets of any kind, liability or other insurance, or retirement programs, or facilitating Members use of existing or new financial instruments and mechanisms; and WHEREAS,by this Agreement,each Member desires to create and establish the"CSCDA Community Improvement Authority" for the purposes set forth herein and to exercise the powers provided herein; NOW, THEREFORE, the Members, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: Section 1. Purpose. This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act. The purpose of this Agreement is to establish a public entity for the joint exercise of powers common to the Members and for the exercise of additional powers given to a joint powers entity under the Joint Powers Act or any other applicable law, including,but not limited to, the issuance of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other law. Such purpose will be accomplished and said power exercised in the manner hereinafter set forth. Section 2. Term. This Agreement shall become effective in accordance with Section 17 as of the date hereof and shall continue in full force and effect until such time as it is terminated in writing by all the Members; provided, however, that this Agreement shall not terminate or be terminated until all Bonds issued or caused to be issued by the Authority (defined below) shall no longer be outstanding under the terms of the indenture, trust agreement, resolution or other instrument pursuant to which such Bonds are issued. Section 3. Authority. A. CREATION AND POWERS OF AUTHORITY. Pursuant to the Joint Exercise of Powers Act,there is hereby created a public entity to be known as the "CSCDA Community Improvement Authority" (the "Authority"), and said Authority shall be a public entity separate and apart from the Members. Its Bonds and other debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Members,and Bonds issued by the Authority shall be non-recourse to Authority except only as and to the extent moneys or other assets are pledged by the Authority to the Bonds by the indenture, trust agreement, resolution or other instrument pursuant to which such Bonds are issued. 2 4130-8559-5173.3 B. BOARD. The Authority shall be administered by the Board of Directors(the"Board,"or the "Directors" and each a "Director") consisting of the Commissioners of California Statewide Communities Development Authority(the "CSCDA"). The term of office as a member of the Board shall terminate when such member shall cease to be a Commissioner of the CSCDA and the successor to such Commissioner shall become a member of the Board. The Board may appoint an alternative Director for each Director who may act as a Director in place of and during the absence or disability of such regular Director(in which case all references in this Agreement to any Director shall be deemed to refer to and include the applicable alternate Director, if any, when so acting in place of a regularly appointed Director). Notwithstanding the preceding paragraph, the Board may by resolution or bylaws provide for changes in the qualifications, composition and number of Directors, the appointment of Directors successors, their respective terms of office and any other provisions relating to the qualification and office of the Directors. The Board shall be the administering agency of this Agreement and, as such, shall be vested with the powers set forth herein, and shall administer this Agreement in accordance with the purposes and functions provided herein. Directors shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a Director, if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. C. OFFICERS; DUTIES; OFFICIAL BONDS. The officers of the Authority shall be the Chair, Vice-Chair, Secretary and Treasurer (defined below). The Board, in its capacity as administering agent of this Agreement, shall elect a Chair,a Vice-Chair, and a Secretary of the Authority from among Directors to serve until such officer is re-elected or a successor to such office is elected by the Board. The Board shall appoint one or more of its officers or employees to serve as treasurer, auditor, and controller of the Authority (the "Treasurer") pursuant to Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re-elected or a successor to such office is elected by the Board. Subject to the applicable provisions of any resolution,indenture,trust agreement or other instrument or proceeding authorizing or securing Bonds (each such resolution, indenture, trust agreement, instrument and proceeding being herein referred to as an "Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be specified by resolution of the Board, the Treasurer is designated as the depositary of the Authority to have custody of all money of the Authority, from whatever source derived and shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and 3 4130-8559-5173.3 6509.5 of the Joint Exercise of Powers Act. The Treasurer of the Authority is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond with the Secretary of the Authority in the amount specified by resolution of the Board but in no event less than $1,000. The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. The Board shall have the power, by resolution, to the extent permitted by the Joint Exercise of Power Act or any other applicable law, to delegate any of its functions to one or more of the Directors or officers,employees or agents of the Authority and to cause any of said Directors, officers, employees or agents to take any actions and execute any documents or instruments for and in the name and on behalf of the Board or the Authority. D. MEETINGS OF THE BOARD. (1) Ralph M. Brown Act. All meetings of the Board, including, without limitation, regular, adjourned regular, special, and adjourned special meetings shall be called, noticed,held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code of the State of California), or any successor legislation hereinafter enacted (the "Brown Act"). (2) Regular Meetings. The Board shall provide for its regular meetings;provided, however, it shall hold at least one regular meeting each year. The date,hour and place of the holding of the regular meetings shall be fixed by resolution of the Board. To the extent permitted by the Brown Act, such meetings may be held by telephone conference. (3) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. To the extent permitted by the Brown Act, such meetings may be held by telephone conference. 4 4130-8559-5173.3 (4) Minutes. The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular, special, and adjourned special meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director. (5) Quorum. A majority of the Board shall constitute a quorum for the transaction of business. No action may be taken by the Board except upon the affirmative vote of a majority of the Directors present at the meeting,except that less than a quorum may adjourn a meeting to another time and place. E. RULES AND REGULATIONS. The Authority may adopt, from time to time, by resolution of the Board such bylaws,policies or rules and regulations for the conduct of its meetings and affairs as may be required. Section 4. Powers. The Authority shall have the power, in its own name, to exercise the common powers of the Members and to exercise all additional powers given to a joint powers entity under any of the laws of the State of California, including, but not limited to, the Joint Exercise of Powers Act, for any purpose authorized under this Agreement. Such powers shall include the common powers specified in this Agreement and may be exercised in the manner and according to the method provided in this Agreement. The Authority is hereby authorized to do all acts necessary for the exercise of such power, including,but not limited to, any of all of the following: to make and enter into contracts;to employ agents and employees; to acquire, construct, improve, own,maintain and operate, or provide for maintenance and operation, and sell, lease, pledge, assign, mortgage or otherwise dispose, of any property, improvements, commodities, leases, contracts, receivables, bonds or other revenue streams or assets of any kind; to exercise the power of condemnation; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, services, and other forms of assistance from person, firms, corporations and any governmental entity; to sue and be sued in its own name; to establish and collect fees; to form public benefit nonprofit corporations or other affiliate entities to accomplish any of its purposes; to make grants,loans or provide other financial assistance to governmental,nonprofit and for profit organizations to accomplish any of its purposes; and generally to do any and all things necessary or convenient to accomplish its purposes. The boundaries of the Authority shall encompass the boundaries of all the Members and the powers of the Authority may be exercised anywhere within those boundaries or to the extent permitted by the laws of the State of California, including, but not limited to the Joint Exercise of Powers Act,outside of those boundaries, which may be outside of the State of California, provided that the power of condemnation may only be exercised within the jurisdictional boundaries of the Charter Members. 5 4130-8559-5173.3 Notwithstanding anything to the contrary in the Agreement or otherwise, the Authority shall not have the power to and shall not enter into any retirement contract with any public retirement system (as defined in Section 6508.2 of the California Government Code) for any reason. The provision in this paragraph is intended to benefit Members and to be a confirming irrevocable obligation of the Authority which may be enforced by Members individually or collectively. Without limiting the generality of the foregoing, the Authority may issue or cause to be issued Bonds, and pledge any property, contracts or revenues as security to the extent permitted under the Joint Exercise of Powers Act, or any other applicable provision of law. The manner in which the Authority shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the manner in which a California county could exercise such powers and perform such duties. The manner in which the Authority shall exercise its powers and perform its duties shall not be subject to any restrictions applicable to the manner in which any other public agency could exercise such powers or perform such duties, whether such agency is a party to this Agreement or not. Section 5. Fiscal Year. For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal year as established from time to time by resolution of the Board, being, at the date of this Agreement, the period from July 1 to and including the following June 30, except for the first Fiscal Year which shall be the period from the date of this Agreement to June 30, 2021. Section 6. Disposition of Assets. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 2, after payment of all expenses and liabilities of the Authority, all property of the Authority both real and personal shall automatically vest in the Members in the manner and amount determined by the Board in its sole discretion and shall thereafter remain the sole property of the Members; provided, however, that any surplus money on hand shall be returned in proportion to the contributions made by the Members. Section 7. Bonds. From time to time the Authority shall issue Bonds, in one or more series, for the purpose of exercising its powers and raising the funds necessary to carry out its purposes under this Agreement. The services of bond counsel, financing consultants and other consultants and advisors working on the projects and/or their financing or refinancing or on post-issuance compliance or administration may be used by the Authority. The expenses of the Board shall be paid from the proceeds of the Bonds, payments made by Bond obligors or other third parties, project revenues, or any other unencumbered funds of the Authority available for such purpose. 6 4130-8559-5173.3 Section 8. Bonds Only Limited and Special Obligations of Authority. The Bonds,together with the interest and premium, if any, thereon, shall not be deemed to constitute a debt of any Member or pledge of the faith and credit of the Members or the Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall under no circumstances be obligated to pay the Bonds except from revenues and other funds pledged therefor. Neither the Members nor the Authority shall be obligated to pay the principal of, premium, if any, or interest on the Bonds, or other costs incidental thereto or related to any project or program financed or refinanced with Bonds, except the Authority from the revenues and funds pledged and available therefor, and neither the faith and credit nor the taxing power of the Members nor the faith and credit of the Authority shall be pledged to the payment of the principal of, premium, if any, or interest on the Bonds, or any costs related thereto or to any project or program financed or refinanced thereby,nor shall the Members or the Authority in any manner be obligated to make any appropriation for such payment. No covenant or agreement contained in any Bond or related document shall be deemed to be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in his or her individual capacity, and neither the Board of the Authority nor any Director or officer thereof executing the Bonds shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds or by reason of any project or program financed or refinanced with Bonds. Section 9. Accounts and Reports. All funds of the Authority shall be strictly accounted for. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice and by any provision of any Indenture(to the extent such duties are not assigned to a trustee of Bonds). The books and records of the Authority shall be open to inspection at all reasonable times by each Member. The Treasurer of the Authority shall cause an independent audit to be made of the books of accounts and financial records of the Authority by a certified public accountant or public accountant in compliance with the provisions of Section 6505 of the Joint Exercise of Powers Act. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of accounts and records is made by a certified public accountant or public accountant,a report thereof shall be filed as a public record with each Member and also with the county auditor of each county in which a Member is located;provided,however,that to the extent permitted by law,the Authority may, instead of filing such report with each Member and such county auditor, elect to post such report as a public record electronically on a website designated by the Authority. Such report if made shall be filed within 12 months of the end of the Fiscal Year or Years under examination. 7 4130-8559-5173.3 The Treasurer is hereby directed to report in writing on the first day of July, October, January, and April of each year to the Board and the Charter Members which report shall describe the amount of money held by the Treasurer for the Authority, the amount of receipts since the last such report, and the amount paid out since the last such report (which may exclude amounts held by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provided regular reports covering such amounts.) Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for that purpose. In any Fiscal Year the Board may, by resolution adopted by unanimous vote, replace the annual special audit with an audit covering a two-year period. Section 10. Funds. Subject to the applicable provisions of any Indenture, which may provide for a trustee or other fiduciary to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds pursuant to the accounting procedures developed under Sections 3.0 and 9, and shall make the disbursements required by this Agreement or otherwise necessary to carry out any of the provisions of purposes of this Agreement. Section 11. Notices. Notices and other communications hereunder to the Members shall be sufficient if delivered to the clerk of the governing body of each Member;provided that,to the extent permitted by law, the Authority may provide notices and other communications and postings electronically (including, without limitation, through email or by posting to a website). Section 12. Additional Members/Withdrawal of Members. Qualifying public agencies may be added as parties to this Agreement and become Charter Members upon: (1)the filing by such public agency with the Authority of an executed counterpart of this Agreement, together with a copy of the resolution of the governing body of such public agency approving this Agreement and the execution and delivery hereof; and (2) adoption of a resolution of the Board approving the addition of such public agency as a Charter Member. Upon satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing. 8 4130-8559-5173.3 Qualifying public agencies may also be added as Non-Charter Members ("Additional Members") of the Authority upon: (1) the filing by such public agency with the Authority of a resolution of the governing body of such public agency requesting to be added as an Additional Member of the Authority, and (2) adoption of a resolution of the Board approving the addition of such public agency as an Additional Member. An Additional Member may limit in the aforementioned resolution the scope of its Additional Membership to what is necessary or appropriate to facilitate the financing or refinancing of one or more specified projects or programs. A Member may withdraw from this Agreement upon written notice to the Board; provided, however, that at least one Member shall be a Charter Member and no such withdrawal shall result in the dissolution of the Authority so long as any Bonds remain outstanding. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Board, which shall acknowledge receipt of such notice of withdrawal in writing and shall file such notice as an amendment to this Agreement effective upon such filing. Section 13. Indemnification. To the full extent permitted by law, the Board may authorize indemnification by the Authority of any person who is or was a Director or an officer, employee or other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a Director or an officer, employee or other agent of the Authority, against expenses, including attorneys fees, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding,if such person acted in good faith in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding,had no reasonable cause to believe the conduct of such person was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Board may purchase a policy or policies of insurance in furtherance of any indemnification obligation created or otherwise in protection of Directors, officers, employees or other agents. Section 14. Contributions and Advances. Contributions or advances of public funds and of the use of personnel, equipment or property may be made to the Authority by the Members for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution or advance. Any such advance may be made subject to repayment, and in such case shall be repaid, in the manner agreed upon by the Authority and the Member making such advance at the time of such advance. It is mutually understood and agreed to that no Member has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority,even though any Member may do so. The Members understand and agree that a portion of the funds of the Authority that otherwise may be allocated or distributed to the Members may instead be used to make grants, loans or provide other financial assistance to governmental units and to nonprofit organizations to accomplish any of the governmental unit's or nonprofit organization's purposes. 9 4130-8559-5173.3 Section 15. Immunities. All of the privileges and immunities from liabilities,exemptions from laws,ordinances and rules, and other benefits which apply to the activity of officers, agents or employees of Members when performing their respective functions within the territorial limits of their respective public agencies, shall apply to the same degree and extent to the Directors,officers,employees, agents or other representatives of the Authority while engaged in the performance of any of their functions or duties under the provisions of this Agreement. Section 16. Amendments. Except as provided in Sections 3B and 12 above, this Agreement shall not be amended, modified, or altered, unless the written consent of each of the Charter Members is obtained; provided that no amendment shall materially adversely affect the interests of any Additional Member unless the negative consent of that Additional Member is also obtained. To obtain the negative consent of each such Additional Member, the following negative consent procedure shall be followed: (a) the Authority shall provide each such Additional Member with a notice at least sixty(60) days prior to the date such proposed amendment is to become effective explaining the nature of such proposed amendment and this negative consent procedure; (b) the Authority shall provide each such Additional Member who did not respond a reminder notice with a notice at least thirty (30) days prior to the date such proposed amendment is to become effective; and (c) if no such Additional Member objects to the proposed amendment in writing within sixty(60)days after the initial notice, the proposed amendment shall become effective with respect to all Members. Section 17. Effectiveness. This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of each of the Members on the date that the Board shall have received from two of the Charter Members an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing body of each such Charter Member approving this Agreement and the execution and delivery hereof Section 18. Partial Invalidity. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable,void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. Section 19. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the other Members. 10 4130-8559-5173.3 Section 20. Miscellaneous. This Agreement may be executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. This Agreement shall be governed under the laws of the State of California. This Agreement, including its recitals which are incorporated herein, is the complete and exclusive statement of the agreement among the Members, which supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the Members relating to the subject matter of this Agreement. 11 4130-8559-5173.3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their duly authorized representatives as of the day and year first above written. Charter Member: Yolo County By S Name:G andy Title:Chair,Board of Supervisors ATTEST: „,,,,,,,,,,,, Approved as to Form: eisoI• S UPFR- 4:?•i.:*****6*.4fe:7 Megan Ste tfeld Title= • : ”" viri � • /go Alp Assistant County Counsel .�1�•, •p a..a�• ••• • COuN4.40441, 'c, Charter Member: ATTEST: City of Woodland By I1 s! By t� Name: Ana B. Gonzale Ira Name: Rich Lansburgh Title: City Clerk IMO Title: Mayor r .. r" f 12 4130-8559-5173.3 Exhibit"B" OHS Draft 1/15/20 RECORDING REQUESTED BY CSCDA Community Improvement Authority WHEN RECORDED RETURN TO: Orrick, Herrington& Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 Attention: Steffi Chan THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE PUBLIC BENEFIT AGREEMENT By and Between CSCDA COMMUNITY IMPROVEMENT AUTHORITY and [CITY] Dated as of[Date] Relating to CSCDA COMMUNITY IMPROVEMENT AUTHORITY ESSENTIAL HOUSING REVENUE BONDS,SERIES 20_[A] ([PROJECT NAME]) [and CSCDA COMMUNITY IMPROVEMENT AUTHORITY SUBORDINATE ESSENTIAL HOUSING REVENUE BONDS, SERIES 20_[B] ([PROJECT NAME])] 4134-7659-4982.5 PUBLIC BENEFIT AGREEMENT This PUBLIC BENEFIT AGREEMENT ("Agreement ") is dated as of [Date] by and between the CSCDA COMMUNITY IMPROVEMENT AUTHORITY a joint exercise of powers agency organized and existing under the laws of the State of California(including its successors and assigns, "Owner") and the [CITY] ("Hose). BACKGROUND WHEREAS, Owner proposes to issue Bonds (as hereinafter defmed) to fmance Owner's acquisition of the certain multifamily rental housing project(the "Project") located at [Address], located on the real property site described in Exhibit A hereto; and WHEREAS, Owner intends to sell the Project at the instigation of the Host or upon the retirement of all Project Debt(as defmed herein)pursuant to this Agreement. AGREEMENT In consideration of the mutual covenants herein contained,and such other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Owner and Host mutually agree as follows: Section 1. Right to Cause Sale.Host shall have the right to cause("Sale Right")Owner to sell the Property(as herein defmed) upon payment by the purchaser thereof(the"Purchaser") of the Sale Price (as herein provided) within the Sale Right Term (as herein defmed) and in compliance with and observance of all of the terms and conditions of this Agreement. Section 2. Definitions. Capitalized terms used in this Agreement shall have the meanings assigned to them in this Section 2; capitalized terms used in this Agreement and not defmed in this Section 2 or elsewhere herein shall have the meanings assigned to them in the Indenture(herein defined). (a) "Bonds" — collectively, (i) the CSCDA Community Improvement Authority Essential Housing Revenue Bonds, Series 20_[A] ([Project Name]) (the "Series [A] Bonds"), [and(ii)the CSCDA Community Improvement Authority Subordinate Essential Housing Revenue Bonds,Series 20_[B] ([Project Name])(the"Series[B]Bonds")],with such other series and sub- series designations as may be set forth in the Indenture, originally issued to fmance Owner's acquisition of the Project and related transaction costs. (b) "Bond Trustee"—[Trustee] or any successor trustee under the Indenture. (c) "Closing"—shall have the meaning set forth in Section 8 hereof. (d) "Conveyance" —that transaction or series of transactions by which Owner shall transfer,bargain, sell and convey any and all right,title or interest in and to the Property. (e) "Extraordinary Costs and Expenses" — shall have the meaning set forth in the Indenture. 4134-7659-4982.5 (f) "Indenture"—the Indenture of Trust between Owner,as issuer,and Bond Trustee, as trustee,pursuant to which the Bonds were issued. (g) "Minimum Sale Price" — means the lowest price at which the Property may be sold, as described in Section 4(c)hereof. (h) "Outstanding" — with respect to Bonds, as of any given date, all Bonds which have been authenticated and delivered by the Trustee under the Indenture, except: (i) Bonds cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date for cancellation; (ii) Bonds deemed to be paid in accordance with Article VIII of the Indenture; and(iii)Bonds in lieu of which other Bonds have been authenticated under the Indenture. (i) "Owner Indemnified Person" — Owner and each of its officers, governing members, directors, officials, employees, attorneys, agents and members. (j) "Project Administrator" — [ ] and its successors and assigns. (k) "Project Debt" — any debt secured by the Project and incurred to finance or refmance Owner's acquisition of the Project and related transaction costs, including any portion of the Bonds and any bonds, notes or other indebtedness issued by Owner to improve the Project or to refund the Bonds in whole or in part. (I) "Property" — means all of Owner's right, title and interest (which includes fee simple title to the real property)in and to all property and assets used in or otherwise related to the operation of the Project including, without limitation, all real property and interests in real property, all tangible and intangible personal property including furniture, fixtures, equipment, supplies, intellectual property, licenses, permits, approvals, and contractual rights of any kind or nature together with the right to own and carry on the business and operations of the Project. (m) "Regulatory Agreement"—means the Regulatory Agreement and Declaration of Restrictive Covenants by and between Owner and Bond Trustee,relating to the Bonds. (n) "Sale Price" — purchase price of the Property to be paid by the Purchaser upon sale of the Property by Owner pursuant to Host's Sale Right in compliance with Section 4 hereof or sale by Owner pursuant to Section 5 hereof. (o) "Sale Right" — means the right of Host to cause Owner to sell the Property pursuant to Section 1 hereof. (p) "Sale Right Exercise Date"—the date fifteen(15)years from the issuance of the Bonds. (q) "Sale Right Term"—shall commence on the Sale Right Exercise Date and, if not exercised, shall terminate on the date on which no Project Debt remains Outstanding. (r) "Transaction Costs"—to the extent not otherwise described herein, any costs or expenses of any kind or nature associated with or incurred by Owner and/or Bond Trustee in 4134-7659-4982.5 connection with the consummation of the Conveyance, regardless of whether such costs and expenses are customarily borne by the seller or purchaser in any such transaction, including but not limted to taxes, recording fees and other impositions, Owner's and Bond Trustee's legal and other professional fees, fees for verification agents,bidding agents, escrow agents,custiodians or trustees, assumption fees, prepayment fees, the cost of the appraisal, brokers' fees and expenses, surveys, inspections, title commitments,title insurance premiums and other title-related fees, and all amounts required for indemnification of Owner, Bond Trustee and Project Administrator. Section 3. Effectiveness; Term and Termination. The Sale Right shall become effective on the Sale Right Exercise Date and may be exercised during the Sale Right Term.Owner agrees that it will not enter into any agreement to sell all or any part of the Property during the Sale Right Term other than as may be required by the Indenture (e.g., in the event of default),without the specific written request of the Host and delivery of an Opinion of Bond Counsel to Bond Trustee substantially to the effect that such sale will not, in and of itself, adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Section 4. Manner of Exercise. (a) Host's Notice. To exercise the Sale Right, Host shall provide a notice (an "Exercise Notice")to Owner(with a copy to the Project Administrator)at any time during the Sale Right Term. (b) Owner's Best Efforts to Sell. Unless Host notifies Owner in writing that it is withdrawing its Exercise Notice within fifteen(15)business days of delivering the Exercise Notice under Section 4(a)hereof,Owner shall exercise its best efforts in selling and conveying good and marketable title to the Property within ninety(90) days following receipt of the Exercise Notice, or as soon as possible thereafter, but only if it can sell at or above the Minimum Sale Price. The obligation of Owner to sell and convey the Property shall be on a best efforts basis. Owner shall endeavor to sell the Property at a commercially reasonable price, subject to subsection(c) of this Section,by such means as it shall determine to be suitable for such purpose;provided that Owner's determination of the manner of sale and Sale Price shall be fmal and incontestable, and Owner shall incur no liability to any party as a result of or otherwise in connection with the sale or failure to sell. Subject to subsection(c),nothing herein shall require or prevent Owner selling the Property subject to the restrictions set forth in the Regulatory Agreement or similar types of restrictions established by Owner with the approval of Host. Owner shall direct the Bond Trustee in the foregoing as and to the extent necessary or appropriate. (c) Sale Price. The Sale Price shall be at least equal to the sum of the amounts set forth below (net of any adjustments or prorations of the type described in Section 8(b)) (the "Minimum Sale Price"): i. an amount sufficient to either prepay, redeem in whole or fully defease for redemption on the earliest call date all Project Debt; plus ii. any fees or other amounts not identified in clause(i)that may be necessary to effect the complete release from and discharge of any lien, mortgage or other encumbrance on the Property;plus 4134-7659-4982.5 iii. any amounts due to Owner (including Owner Indemnified Persons, as provided in the Indenture), the Bond Trustee or any predecessor or successor, or any other Person under any indenture, loan agreement, bond, note or other instrument relating to any Project Debt (including, without limitation, indemnification amounts, Owner's Extraordinary Costs and Expenses,recurrent and extraordinary fees and expenses, and reimbursable costs and expenses of any kind or nature); plus iv. Transaction Costs; minus v. Any funds held by or for Owner under the Indenture applied to the retirement of Project Debt.Owner may retain such portion of moneys in the Extraordinary Expense or similar fund under the Indenture it deems reasonable or a reserve against future expected costs and expenses of the type described in subparagraph(iii). Owner's determination of this amount shall be final and incontestable. Section 5. Mandatory Conveyance. Upon the retirement of all Project Debt, Owner shall use its best efforts to effect a Conveyance within ninety (90) days thereafter, subject to Section 4(c)hereof. Nothing herein shall require or prevent Owner selling the Property subject to the restrictions set forth in the Regulatory Agreement or similar types of restrictions established by Owner with the approval of Host. Section 6. Surplus Cash; Surplus Conveyance Proceeds. Upon a Conveyance of the Property, Owner shall apply the proceeds of such Conveyance (i) to redeem the Bonds then Outstanding, (ii) to prepay, redeem in whole or fully defease any other Project Debt, and (iii) to pay any fees or other amounts listed in Section 4(c)(ii)—(iv). Any proceeds remaining following the foregoing payments(such remaining amounts hereinafter referred to as "Surplus Conveyance Proceeds") shall be transferred to Host and Host shall share such Surplus Conveyance Proceeds with other taxing agencies selected by Host, and in the amounts determined by Host in its sole discretion and responsibility. Section 7. Terms of Conveyance. (a) The Conveyance shall be in the nature of a grant deed to Purchaser in which Owner shall deliver one or more deeds, bills of sale, or other instruments of transfer without recourse or warranty of any kind or nature. (b) The Property will be conveyed to Purchaser in AS IS CONDITION,WITH ALL FAULTS, and without representations or warranties of any kind or nature as to the condition of the Property. (c) There shall be no partial transfer and that, upon consummation of the Conveyance, Owner shall be fully divested of any and all right, title or interest in and to the Property. Section 8. Closing. 4134-7659-4982.5 (a) The closing of the Conveyance ("Closing") shall take place, in the case of a Conveyance pursuant to Section 4 hereof,not later than the ninetieth(90th)calendar day following Owner's receipt of the Exercise Notice, or as soon as possible thereafter, and in the case of a mandatory conveyance pursuant to Section 5 hereof, not later than the ninetieth (90th) calendar day following the retirement of all Project Debt,or as soon as possible thereafter. (b) Prorations.All general and special real property taxes and assessments, and rents shall be prorated as of the Closing, with Purchaser responsible for all such items to the extent arising or due at any time following the closing. General real property taxes shall be prorated at the time of Closing based on the net general real property taxes for the year of Closing. Section 9. Recording. This Agreement, and any amendment thereto, shall be recorded with the recorder's office of the County; provided, that upon termination of the term of this Agreement, Host shall cooperate with Owner to remove any such recorded Agreement or amendment thereto from title to the Property upon Owner's reasonable request therefor and,in any event,by no later than thirty(30)days after the expiration of the original term of this Agreement. In the event that, within said time, Host fails to so cooperate and provide its original signature to a termination of such recorded Agreement or amendment thereto, then Host hereby irrevocably constitutes and appoints Owner as Host's true and lawful attorney (and agent-in-fact) to execute in Host's name any such termination. Section 10. Subordination. This Agreement shall be subordinate to any claim, pledge or interest in the Property securing the Bonds or any Project Debt. Section 11. Maintenance of Membership. In order to preserve the Property's exemption from property tax, Host agrees to remain a member of Owner joint powers authority so long as any Bonds remain outstanding. Section 12. Assignment. Neither party to this Agreement shall assign its interests, obligations, rights and/or responsibilities under this Agreement without the prior written consent of the other party. Section 13. Limitation on Liability. (a) Owner shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Agreement or any sale or Conveyance or failure or price thereof or application of proceeds thereof,except only as to moneys available therefor under and in accordance with the Indenture or this Agreement. (b) No Owner Indemnified Person shall be individually or personally liable for the payment of any sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Agreement, or by any proceedings for the sale or Conveyance or failure or price thereof, or Host's exercise or waiver of same, or otherwise except in the case of such Owner Indemnified Person's own willful misconduct. 4134-7659-4982.5 Section 14. Notices, Governing Law, Binding Effect and Other Miscellaneous Provisions. (a) Notices. All notices provided for in this Agreement shall be in writing and shall be given to Owner or Host at the address set forth below or at such other address as they individually may specify thereafter by written notice in accordance herewith: If to Owner: CSCDA Community Improvement Authority 1100 K Street, Suite 101 Sacramento,California 95814 Attention: Chair With a copy to: [Project Administrator] [Project Administrator Address] Attention: [Project Administrator Contact] If to Host: [City] [City Address] Attention: [City Contact] Such notices shall be deemed effective upon actual delivery or upon the date that any such delivery was attempted and acceptance thereof was refused,or if mailed,certified return receipt requested, postage prepaid,properly addressed,three(3)days after posting. (b) Consents and Approvals. All consents and approvals and waivers required or asserted hereunder shall be in writing, signed by the party from whom such consent, approval, waiver or notice is requested. (c) Non-liability of Host or Owner Officers and Employees. No officer or employee of the Host shall be personally liable to the Owner, or any successor in interest, in the event of any default or breach by Host of any obligation of the terms of this Agreement. No officer or employee of the Owner shall be personally liable to Host, or any successor in interest, in the event of any default or breach by Owner of any obligation of the terms of this Agreement. (d) Pronouns. Where appropriate to the context, words of one gender include all genders, and the singular includes the plural and vice versa. (e) Amendments. This Agreement may not be modified except in a written instrument signed by Host and Owner. 4134-7659-4982.5 (f) Complete Agreement; Benefits. This Agreement together with all schedules and exhibits attached hereto and made part thereof supersedes all previous agreements, understandings and representations made by or between the parties hereto. This Agreement shall inure solely and exclusively to the benefit of the Owner and Host, and no other party shall have any right,remedy or claim under or by reason of this Agreement. (g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. All claims of whatever character arising out of this Agreement, or under any statute or common law relating in any way, directly or indirectly, to the subject matter hereof or to the dealings between Owner and any other party hereto, if and to the extent that such claim potentially could or actually does involve Owner, shall be filed and maintained in the Superior Court of California, County of Sacramento,California. By executing and delivering this Agreement, each party hereto irrevocably: (i)accepts generally and unconditionally the exclusive jurisdiction and venue of such court; (ii) waives any defense of forum non-conveniens; and (iii) agrees not to seek removal of such proceedings to any court or forum other than as specified above. The foregoing shall not be deemed or construed to constitute a waiver by Owner of any prior notice or procedural requirements applicable to actions or claims against or involving governmental units and/or political subdivisions of the State of California that may exist at the time of and in connection with such matter. (h) Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect,such invalid provision shall be deemed severable,and shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain fully enforceable. (i) Term. This Agreement shall terminate upon the Conveyance. (j) Captions. The captions used in this Agreement are solely for convenience, and shall not be deemed to constitute a part of the substance of the Agreement for purpose of its construction. (k) Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same Agreement. [SIGNATURE PAGE TO FOLLOW] 4134-7659-4982.5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. CSCDA COMMUNITY IMPROVEMENT AUTHORITY By: Authorized Signatory [CITY] By: [Name] [Title] Signature Page to Public Benefit Agreement 4134-7659-4982.5 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ) On , before me, (insert name and title of the officer) Notary Public,personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 4134-7659-4982.5 EXHIBIT A LEGAL DESCRIPTION OF REAL PROPERTY The Land referred to herein is situated in the State of California, County of[County], [City], and described as follows: 4134-7659-4982.5