HomeMy WebLinkAbout2017-063A2
3
4
5
6
7
8
91
r
11
12
13
14
15
16
17
18
1
I tpoi i VMS,
WHEREAS, the Golden State Finance Authority is a joint powers authority (the
"Authority") established pursuant to Chapter 5 of Division 7, Title 1, of the Government Code
of the State of California (Section 6500 and following) and the Joint Powers Agreement
entered into on July 1, 1993, as amended to date (the "Authority JPA"); a copy of the
Authority JPA (without the signature pages) is attached hereto as Exhibit A; and
WHEREAS, the Authority has amended the Authority JPA to formally change its
name from California Home Finance Authority to Golden State Finance Authority; and
WHEREAS , the Authority has established a Community Facilities District, CHFA
No. 2014-1 (Clean Energy) (the "Authority CFD Program") in accordance with the Mello -
Roos Community Facilities District Act, set forth in section 53311 through 53368.3 of the
California Goverm-nent Code (the "Act") and particularly in accordance with sections
53313.5(l) and 53328.1(a) (the "District"); and
WHEREAS, the purpose of the Authority CFD Program is to finance or refinance
(including the payment of interest) the acquisition, installation, and improvement of energy
efficiency, water conservation, renewable energy and electric vehicle charging infrastructure
improvements permanently affixed to private or publicly -owned real property (the
"Authorized Improvements"); and
WHEREAS, the City of San Bernardino (the "City") is committed to development o
renewable energy generation and energy efficiency improvements, reduction of greenhous
gases, and protection of the envirom-nent-, I
WHEREAS, in the Act, the Legislature has authorized a parcel within the territory of
the District to annex to the District and be subject to the special tax levy of the District only (i)
if the city or county within which the parcel is located has consented, by the adoption of a
resolution by the applicable city council or county board of supervisors, to the inclusion of
parcels within its boundaries in the District and (ii) with the unanimous written approval of
the owner or owners of the parcel when it is annexed (the "Unanimous Approval
Agreement"), which, as provided in section 53329.6 of the Act, shall constitute the election
required by the California Constitution;
WHEREAS, the City wishes to provide innovative solutions to its property owners to
9-chieve energy efficiency and water conservation and in doing so cooperate with Authority in
2
3
41 1
5
6
7
811
9
10!
12
13
14
15
16
25
26
27
28
order t® efficiently and economically assist property owners the City in financing such
Authorized Improvements
WHEREAS, the Authority has established the District, as permitted by the Act arri-
the Authority JPA and the City, desires to become an Associate Member of the Authority JPA
by acknowledgement of the Authority JPA Agreement, to participate in the Authority CFD
Program, and to assist property owners within the incorporated area of the City in financiap
the cost of installing Authorized Improvements;
WHEREAS, the City will not be responsible for the conduct of any special tax
0
proceedings; the levy and collection of special taxes or any required remedial action in the
case of delinquencies in the payment of any special taxes in connection with the District.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CIT
a
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS.
SECTION 1. That the Mayor and City Council finds and declares that properties in
the City's incorporated area will be benefited by the availability of the Authority CFD
Program to finance the installation of the Authorized Improvements.
SECTION 2. That the Mayor and City Council consents to inclusion in the Authorit
CFDProgram of all of the properties in the incorporated area within the City and to th
Authorized Improvements, upon the request of and execution of the Unanimous Approva
Aueement by the owners of such properties when such properties are annexed, in complianc
ions applicable to such wi
gproram;•
and to the assumption ol
*th the laws, rules and reulat* g
0
jurisdiction thereover by Authority for the purposes thereof
SECTION 3. The consent of the Mayor and City Council constitutes assent to the
assumption of jurisdiction by Authority for all purposes of the Authority CFD Program and
authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take
each and every step required for or suitable for financing the Authorized Improvements,
provided that:
(1) The Participating Property Owners, who shall be the legal owners o
such property, execute a Unanimous Approval Agreement and comply with othe
applicable provisions of California law in order to accomplish special tax levy; and
(2) The City will not be responsible for the conduct of any annexations,
assessment proceedings; the levy of assessments; any required remedial action in the
case of delinquencies in such assessment payments; or the issuance, sale or
administration of any bonds issued in connection with the Program; and,
(31) The administering program has executed an indemnification agreement
in favor of the City, the terms of which are at least as favorable to the City as those set
forth in Exhibit- `15," Indemnification Agreement hereto. If the City Attorney approves
the form of an indemnification agreement pursuant to this resolution, and if such
aueement is executed by the Program, •then the City Manager is authorized on behalf
of the City to, and shall, execute such agreement.
N
4
5
as
7
8
9
10
11
12
13
14
15'
16
17
18
19
20
21
22
23
24
25
26
27
28
SECTION 4. This City Council hereby approves joining the JPA as an Associate
Member and authorizes the City Manager to execute and deliver such certificates,
0
requisitions, agreements and related documents as are reasonably required by the Authority to
0 0
join the JPA and implement the Programs.
SECTION 5. City staff is authorized and directed to coordinate with Authority staff to
facilitate operation of the Authority CFD Program within the City, and report back
periodically to this City Council on the success of such program.
I SECTION 6. This Resolution shall take effect immediately upon its adoption, The
City Clerk is directed to send a certified copy of this resolution to the Secretary of the
Authority.
SECTION 7. The Mayor and City Council hereby finds that adoption of this
'Resolution is not a "project under the California Environmental Qualitybecause 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).
0
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
and City Council of the City of San Bernardino at a meeting thereof, held on
the 3 day of, 2017, by the following vete, to wit: 1p"
el
0
City of San Bernardino
�"ENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(0n*giiial (late July 1, 1993 mid as last amended wid restated January 21, 2015)
JUIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(" Agreement") is entered into by and among the counties listed on Attacliment I hereof mid
incorporatcd herein by reference. All such counties are referred to herein as "Mernbers" W1*t1i the
respective powers, privileges and restrictions provided hereiii.
IBM
A. WHEREAS, the Califoniia Rural Home Mortgage Finmice Authority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursumit. to the Joint Exercise
of Powers Act (commencing 'witli Article I of Chapter 5 of Division 7 of Title I of' the
Goveninient Code of the State of Califorilia (die "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the name of the audiority was climiged to CRHMFA Homebuyers Fund. On
December 10, 2014, the name of die audiority was changed to California Home Finance
Autlion*ty. The most recent amendment to die Joint Exercise of Powers Agreement was on
December 10, 2014.
B. WHEREAS, the Members of' California Home Finwice Audiority desire to update,
reaffirm, clarify and revise certain provisions of die joint powers agreement, including the retia m* ig
of the joint powers authority, as set forth herein.
C. WHEREAS, the Members are each empowered by law to finwice the construction,
acquisition, improvement, and rehabilitation of real property.
D. WHEREAS, by this AgTeement, the Members desire to create wid establish a joint powers
authority to exercise their respective powers for the purpose of finalicilig the construction,
acquisition, improvement and reliabilitation of real property within the jurisdiction of the Authority
as authorized by the Act
NOW, THEREFORE, Iii consideration of the mutual covenants contained herein, die Members
individually wid collectively agree as follows:
1 . Definitions
Unless die context odierwise requires, die following terms sliall for purposes of this
Agreement have die meaiiings, specified below:
"Acemewis the Joint Exercise ofPowcrs Act, commencing v%ritli Article I of Chapter 5 of
Divisioll 7 of Title I of the Goveniment Code of die State of California, including the Marks -Roos
Local and Pooling Act of 1985, as amended.
Agreement" means this Joint Exercise of-'Pov%rcrs Agreenient, as die sailie flow exists or as it
may 1roni tine to time be m-nended as provided herein.
"Associate Member" meaiis a couiity, city or odicr public agency w1lich is not a voting
member of" die Rural Comity Representatives of Calff'onila, a California ilonprofit corpo rat ti0il
("RCRCf"), i6fli lea power mid autliorit37 similar to that of* die Members, admitted pursuant to
paragrapli 4.d. below to associate membership liereiii by vote of the Board.
"Audit Committee" mealis a committee made up of the Executive Con-imittee.
"Authority" niewis Golden State Finwice Authority (GSFA) formerly known as California
Honce Finwice Authority ("CHF), or CRHMFA Homebuyers Fuiid or Calif ornia Rural Home
Mortgage Filialice Authority.
"Board" mewis the governing board of the .Authority as described in Section 7 below.
"Bonds" nicails bonds, notes, warrants, leases, certificates of participation, installment
purcliase agreements, loan agreements and other securities or obligations issued by the Authority,
or fiiimlciaig agreements entered into by the Autliority pursuant to the Act and wiy other obligation
witlinil the nieaiil*aig of the to "Bonds" under the Act.
"Delegate" mewis, the Supervisor desigilated by the govenillig board of each Member to
serve oil the Board of the Authority®
"Executive Committee" means the Executive Conimittee of the Board establislied pursuant
to Section 10 liereof.
'Membee mewis wiy county whicli is a member of RCRC, leas executed this Agreement
and lias become a member of the Authority.
"Obliptions" means bonds, notes, A,-arralits, leases, certificates of7partici pation, installment
purchase agreements, loan agreements and oilier securities or obligations issued by the Audiority,
or filialicing agreements entered into by the Authority pursuant to the Act mid miy other financial
or legal obligation of the Audiority under the Act.
TropRm7 or "Projece mearls any work, improvement, program, project. or service
undertAeii by the Authority.
"Rural County Representatives of California! or "RCRC" means the iioiil)rofit entity
incorporated under that iinne iii the State of" Califoriiia.
"Supervisor" mewis wi elected County Supervisor from aii RCRC member couno.
The purpose of die Authority is to provide filiaiiciiig for the acquisition, coiistrucdoii,
improvemeiit mid reliabilitatioil of real property iii accordmice witli applicable pro-visioiis of law
for die beilefit of resideiits alid coli iiiiiiiiifies. Ill pursuit of" this purpose, this Agre emeilt provides
for the joiiit exercise of powers commoii to ably of its Members aild Associate Members as
provided liereiii, or otherwise authorized by die Act mid other applicable laws, iiicludiiig assistilig
ill finmichig as audiorized liereill, joilifly exercised iii the iiiaiiiier set forth liereiii.
3. Principal Place of Busines!
The priiicipal office of the Audiorit:y sliall be 1215 K Street, Suite 1650, Sacrameiito,
Califorilia, 95814.
Creation of Authority-, Addition of Members or Associate Members
a. The Audiority, is hereby created pursumit to the Act. As provided iai the Act, the
Authority sliall be a public eiitity separate mid distiiict from the Members or Associate Members.
b. The Authority "ill cause a iiotice of this Agreemeiit or ally anieii(linciit hereto to
be prepared aild filed vii die office of the Secretary of State of Califoniia iii, a timely fasliioii ill
the maillier set forth iii Sectioii 6503.3 of die Act.
C. A comity that is a member of RCRC may petitioii to become a member of the
Authority by submittiiig to the Board a resoludoii or evideiice of other Pori -vial actloil tak-eii by its
goveniiiig body adoptiiig this AgreemeiiL The Board sliall review the petitioil for membership
mid sliall vote to approve or disapprove the petitioii. If the petitioii is approved by a majority of
die Board, such couilty sliall immediately become a Meml)er of' tie Authority.
d. Ali Associate Member may be added to die Authority upoii the all'in-native
approval of its respective goveniiiig board mid pursumit to acfioii by the Authority Board upoii
such tends aild coii(litioiis, mid with such rights, privileges mid respousibilities, as may be
establislied from time to time by the Board. Such terms mid coliditioiis, mid rights, privileges mid
respoiisibilifies mar vary amoiig die Associate Members. Associate, Members sliall be eiidded to
participate iii oiie or more prograiiis of die Audiority as determined by die Board, but sliall riot be
votiiig members of die Board. The Executive Director of die Authority sliall eilforce die terms
mid coilditimis for prospective Associate Members to the Authority as provided by resolutioii of
the Board mid as mi-leiided from finie to time by die Board. Climiges, iii the terms mid coii(litioiis
for Associate Membership by the Board will riot coiistitute all ameiidnieiit of this Agreemeiit.
Teim and Term* of Powers -
This Agreemeiit. sliall become effective from the (late liereofuiifil the earlier of the firtie
wheii all Boiids mid ally iiiterest diereoii sliall have beeli paid ill full, or provisioii for such
paymeiit sliall have beeii made, or wheii the Audiority sliall ilo loliger owil or hold aiiy fiiterest, ill a
public capital improvement or prograiii. The Audiority shall continue to exercise the powers
liereiii c.oiiferred upoii it. witil teriiiiiiatioii of tlils.,NgTeemeiit, except. that if airy Boiids are issued
mid delivered, Ili no e,,vreiit. sl all the exercise of the powers liereiii graiited be terminated until all
Boiids so issued mid delivered -uld die iiiterest thereon sliatl have been paid or provisioii for such
payment sliall have beeii made mid w other debt incurred with respect to aiiy other fiiiaticiiig
progrwii established or administered by the Authority has beeii repaid iii full aiid is no loiigcr
outstwidiiig.
6. Powers; Restriction upon Exercise
a. To effectuate its purpose, the Authority shall have the power to exercise <-uiy,-ruid all
powers of die Members or of a ,joint. powers authority under the Act and other applicable
provisions of law, subject, however, to the conditions wid restrictions liereiii coiitanied. Each
Member or Associate Member may also separately exercise airy and all such powers. The powers
of the Authority are limited to those of a geiieral law couiity.
1). The Audiority may adopt, from time to time, such resolutions, guideliiies, rules aiid
regulatioiis for the conduct of its meetu*lgs mid the activities of die Authority as it deerils iiecessary
or desirable to accomplish its purpose-.
C. The Authority sliall have die power to Iiiiaiicc the coiistructioil, acquisitioii,
improvemeiit aiid reliabilitatioii of real property, hicludiaig the power to purchase, wid-i the
aniouiits received or to be received by it pursumit, to a boiid purchase agreemciit, bonds issued by
miy of its Members or Associate Members mid other local ageiicies at public or negotiated sale, for
the purpose set forth herein mid iii accordaiice with the Act. All or ally part of such bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. The Authority shall set any other terms mid c.oii(litioiis of aily purchase or sale
coiitcmplat.e(I hereiii as it deems necessary or coiiveiiieiit, mid iii furtherailce of the Act. The
Authority may issue or cause to be issued Boiids or other hidebtediiess, alid pledge wiy of its
property or reveiiues as security to the extent peri-nitted by resolutioii of the Board uiider Wiy
applicable provision of law. The Authority may issue Boiids iii accordance with the Act iii order
to raise funds iiecessary to effectuate its purpose hereunder aiid may enter iiito agreements to
secure such Boiids. The Authority may issue other forms of indebtediiess authorized by die Act,
mid to secure such debt, to further such purpose. The Authority may utilize other forn-is of capital,
iiiclu(Iiiig, but riot limited to, the Authority's iiiteriial resources, capital markets --ruid oilier forms ol'
private capital hivestmeilt autlion*zed by die Act
d. The Authority is hereby audion*7-ed to do all acts necessary for the exercise of its
powers, iiicludiiig, but iiot limited to:
(1) executing c.oiitracts,
(2) employiiig agents, colisultwits and employees,
(3) acquiriiig, constructing or providiiig for maiiiteiiwice mid operation of'any
buildiiig, work or iniprovemciit,
(4) acquirhig, holdiiig or disposing of real or persoiial property wherever
located, including property subject to mortgage,
(5) incurn*ng debts, liabflities or obligafions,
(6) receiving gifts, contributions wid donations of property, funds, services and
aiiy other f*oniis of assistance froni persons, finns, corporations or
governmental entities,
(7) suing and being sued in its own iia�iie, and litigating or settling wiv suits or
claims,
(8) doing aiiy wid all diings necessary or convenient to the exercise of its
specific powers and to accomplishing its purpose
(9) establishing wid/or adiiiiiiistering districts to finance and refniailce the
acquisition, installation mid improvement of energy efficiency, water
conservation aild renewable energy improvements to or on real property
mid in buildings. The Authority may enter into one or more agreements,
including without limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject to the applicable provisions of any indenture or resolution providing for the
investment. of monies held thereunder, die Authority shall have the power to invest airy of its funds
as the Board deems advisable, in the same manner and upon the same conditions as local agencies
pursuant to Section 53601 of the Goveniment Code of the State of Califoniia.
f. All property, equipment, supplies, funds and records of the Authority shall be
owned by the Authority, except as may be provided otherwise herein or by resolution of the
Board.
9- Pursumit to the provisions of Section 6508.1 of the Act, the debts, liabilities and
obligations of die Authority shall not be debts, liabilities mid obligations of the Members or
Associate Members. Any Bonds, together with miy interest and premium thereon, shaR not
coils6tutc debts, liabilities or obEgations of airy Member. The Members or Associate Members
hereby agree that any such Bonds issued by the Audiority shall not constitute general oblibra6oiis of
the Audiority but shall be payable solely from the moneys pledged to die repayment of principal or
hiterest on such Bonds under the ten -tis of the resolution, indenture, trust, agreement. or other
instrument pursumit to which such Bonds are issued. Neither the Members or Associate
Members nor die Authority shall be obligated to pay the pr4ic.ipal of or premium, if any, or
interest on the Bonds, or other costs incidental thereto, except. from the revenues mid funds
pledged therefor, wid neither the fitifli and credit nor the taxiig power of the Members or
Associate Members or the Audiority shaH be pledged to the payment, of the principal of or
premiuni, if any, or interest on the Bonds, nor shall the Members or Associate Members of the
Audiority, be obligated iii airy niaiiiier to make any appropn*atioii for such paynient No covenant.
or agreement contained in any Bond sliaH be deemed to be a coveit-ruit, or agreement of ally
Delegate, or any officer, agent or employee of die Authority in wi individual capacity, mid neither
the Board nor aiiy officer thereof executing the Bonds or any document related thereto shall be
liable personally on any and or be subject to ally personal liability or accountability by reason of
die issumice of any Bonds.
a. The Board shall consist of the iiuniber of Delegates equal to one representative
from each Member.
b® The governing body of each Member shall appoint one of its Supervisors to serve
as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(N,N,rliicli may be by electronic mail) to the Authority and sliall be effective until lie or she is replaced
by such governing body or no longer a Supervisor; any vacancy shall be filled by die governing
body of die Member in the same manner provided hi this paragraph b..
C. The governing body of each Member of the Board shall appoint a Supervisor as all
alter iate to serve on the Board in the absence of the Delegate; the alternate may exercise all the
rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to
participate in the proceedings of the Board, and to vote upon wiy and all matters. No alternate
may have more thail oile vote at aiiy meeting of the Board, mid any Member's designation of an
alternate shall be delivered in writing (which may be by electronic mail) to die Audion'ty mid shall
be effective until such alternate is replaced by his or leer goveniing body or is no longer a
Supervisor, unless otherwise specified U*i such appointi-nent. Nny vacancy shall be filled by die
governing body of the Member in the saiiie manner provided in this paragraph c...
d. Any person who is not a member of the governing body of a Member aiid who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of the Chair, participate in open meetnigs lie or she attends.
e. Each Associate Member may designate a noir-votiiig representative to the Board
who may not be counted toward a quorum. but who may attend open meetings, propose agenda
items slid otherwise participate in Board Meetings.
f. Delegates shall not receive compensation for serving as Delegates, but may claim
and receive reinibursement for expenses actuaUy incurred in connection with such service
pursumit to rules approved by the Board mid subject to the availability of funds.
9. The Board shall have the power, by resolution, to the extent permitted by the Act
or any oilier applicable law, to exercise airy powers of die Audiority mid to delegate any of its
functions to the .executive Committee or one or more Delegates, officers or agents of the
Authority, mid to cause airy authorized Delegate, officer or agent to take any actions and execute
airy documents for and in the name mid on behalf` of the Board or the Authority.
11. The Board may establish other committees as it deems necessary for ally law1W
purpose; such committees are advisory only aiid may not act or purport to act on behalf of the
Board or the Audiority.
i. The Board sliall develop, or cause to be developed, and review, modify as
necessary, and adopt each Program.
8. Meefings of the Board
a. The Board shall meet at least. once aiiiivally, edit may meet more 1'rc-**queiidy ul)oii
call of miy officer or as provided by resolutioii of die Boar(l.
b. Meediigs of the Board sliall be called, iioticed, lield wid coiiducted I)ursuwit to the
provisioiis of the al Ali M. Browii Act., Chapter 9 (coii-imeiiciiig �Nridi Sectioii 54950) of Part I of
Divisioil 2 ofTitle 5 of the Goveriiiiieiit Code of the State of Califorilia.
C. The Secretary of the Authority sliall cause miuutes of` all meet higs of the Board to
be takeii aiid distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a m;jority of the iiurnber of current
Delegates sliall coiistitute a quorum for tmiisac.tiiig business at arty mectiiig of the Board, except
that less dimi a quorum may act to adjouni a meetnig. Each Delegate sliall have oiie vote.
C. Meefiiigs may be held at arty locatioii desigriiated iii iiotice properly giveii for a
meeting mid may be coiiducted by teleplioiiic or similar meaiis Iii any maiiiier otherwise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board sliall elect a clim'r and vice chair from mi-iolig the Delegates at the
Board's aiiiival meetfiig who sliall serve a term of idle (1) year or until their respective successor is
elected. The (--Iim*r sliall conduct the ineetii1gs, of the Board mid perform such oilier duties as may
be sI)ecified by resolution of die Board. The vice cliair sliall I)erform suer duties 111 the abseiice or
ill the event of die uiiavailability of the chair.
b. The Board sliall coiltract. alinually lAridi RCRC to adiiiiiiister the Agreemeiit aii(I to
I)rovide adriiiiiistrative services to the Authority, mid the President and Cliief Executive Officer of
RCRC sliall serve c ollicio as Executive Director, Secretary, Treasurer, mid Auditor of the
Autliority. As chief executive of the Audiority, die Executive Director is audiorized to execute
contracts mid oilier obligatioiis of the Authority, unless prior Board approval is required by a diird
tarty, by law or by Board specificatioll, mid to I)eiform other duties specified by the Board. The
Executive Director may apl)oiiit. sucli other officers as may be required for the orderly coilduct of
the Authority's business mid -dl'rs who sliall serve at the pleasure of the Executive Director.
Subject to the aI)I)Iicable I)rovisioiis of aiiy iiideiiture or resolution providiiig for a trustee or oilier
fiscal ageiit, the Executive Director, as Treasurer, is desigiiated as the custodiaii of the Authority's
funds, I-rom whatever source, mid, as such, sliall Dave die Bowers, duties mid respoiisibili6es
specified iii SectSection6505.5 of die Act. The Executive Director, as Auditor, sliall have the powers,
duties mid responsibilities specified iii Sectioii 6505.5 of the Act.
C. The 1,egislative Advocate for the Authority sliall be the Rural Cowity
Represelitatives of Califoriiia.
d. The Treasurer mid Auditor arc public, oll'icers who have charge of, limidle, or have
access to all property of die Authority-, and a bond for stick officer iii the amount of at least oue
hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and
filed with the Executive Director. Such bond may secure the Iaidiful performance of such
officer's duties NNq*di respect to miodicr public office if such boiid iii at least the saii-le amount
sl)ccifi(.,-ally mentions the office of the utlioiity as required licrciii. The Treasurer and Auditor
shall cause periodic independent audits to be made ofd the Authority's books by a certified public
accountant, or public accountant, iii complimice with Section 6505 of the Act.
e. The business of the Audiority shall be conducted udder the supervision of the
Executive Director by RCRC personnel.
10. Executive Com atee of the Authofity
a. 'Composition
The Authority sliall appoint ilo fewer diwi iiiiie (9) Wid. ilo more than cleve il (11)
members of its Board to serve oii all Executive Committee. The Chair mid Vice Chair of the
Authority sliall serve oii the Executive Committee.
b. Powers and Limitations
The Executive Coi-iimittec sliall act in an advisory capacity and make
recommendations to die Authority Board. Duties will include, but not be limited to, review of dic
quarterly mid winual budgets, service as the Audit Comi-nittee, for the authority, periodically
review this Agreement; mid complete airy other Gasks as may be assigiied by the Board. The
Executive Committee shall be subject to all limitations imposed by thisAg-ri-eement, other
applicable law, and resolutions of the Board.
•
A majority of die Executive Committee sliall coiistitute a quorum for transacting
busfiiess of the Executive Committee.
11. Disposition of Asset--
tJpon teniiiiiatioii of this Agreemeiit., all remaining assets aild liabilities of the Authority
shall be distributed to the respective Members iii such mainier as sliall be determiiied by the
Board and iii accordmice with die law.
pip
IIIA I
This Agreement sliaH iioL be exclusive, mid each Member expressly reserves its rights to
carry out other public capital improvements and programs as provided for by law and to issue
other obligations for those purposes. This Agreemetit shall not be deemed to aineiid or alter the
terms of'oilier ag-ri-eemeiits an-loiig the Members or Associate Members.
13. Conflict of Interest Code
Tlic Authority shall by resolution adopt a Conflict ot'hiterest Code as required by law.
fn -awl- JTI-7�
MWIT
Coiitributioiis or advalices of'public Funds slid of* personiiel, equipmeiit. or property l7 -lay
be made to the Authority by any Member, Associate Member or any other public agency to
Further the purpose of7this Agreement. Payment of public funds may be made to defray the cost of
ally coiitributioii. Ally advance niay be i-nade subject to repaynielit, mid iii that case shall be repaid
in die manner agreed upon by the advancing Member, Associate Member or other public agency
slid the Audioriqr at the time of i-nak- ing the advalice.
a. The fiscal year of die Authority sliall be the period from January I of eacli year to
and including the follow-ing Decembcr 31, except 1"car miy partiaJ fiscal year resulting from a chwige
iii accountilig based oil a dill-erent, fiscal year previously.
1). Prior to die begn*iiiu'ig of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
C. The Authority shall establish said maintain such funds mid accounts as may be
required by generally accepted accountnig principles. The books said records of the -Authority are
public records said shall be ol)eii to inspection at all reasonable times by easy Member and its
representatives.
d. The Auditor shall either make, or contract with a certified public accouiitaiit or
public accountwit, to make, ail willual audit of` the accounts mid records of die -Authority. 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, aild shall
conform to generally accepted auditing standards. When ail audit of accounts and records is made
by a certified public accouiitwit or public accouilt;rult, a report thereof sliall be filed as a public
record with each Member (and also with die auditor of Sacramento County as the county iii wlu'cli
the Authority's office is located) withili 12 niontlisafter the eiid of' the fiscal year.
e. In any year iii wliicli the annual budget of the Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upon unaiiii-nous approval of the Board, replace the
winual audit with mi eiisuing one-year period, but iii no event for a period longer thwi two fiscal
years.
Duties of Members or Associate Members; Breach
1' airy Member or Associate Member sliall default in performing any covenwit contained
Herein, such clef.—cult sliall not excuse that Men-iber or Associate Member from fulfilling its other
obligations hereunder, and such clef tultiiig Member or Associate Member sliall rem—rain liable for
the performance of all covenants liereol'. Each Member or Associate Member hereby declares
that this Agreement is entered into f -or the benefit of the Authority created Hereby, and each
Member or Associate Meniber hereby grants to the Audiority the right to enforce, by whatever
lawful niewis the Authority deems appropriate, all of the obligations of each of the parties
hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or
hereafter enacted. are cumulative, and die exercise of oile n*glit or remedy sliall not. impair the right
of the Authority to any or all oilier remedies.
lr"#Tft�
To the full extent pern-lit-ted by law, the Board may authorize indemnification by the
Authority of miy person who is or was a Board Delegate, alteniate, officer, consultant, employee or
other agent of the Audiority, mid who was or is a party or is direatened to be made a party to a
Proceeding by reason of the Eact that such person is or was such a Delegate, alternate, officer,
consultant, employee or other agent of the Authority. Such fiideiililificafioll may be made against
expenses, judgments, fines, settlements and other wiiounts, actually and reasonably incurred III
connection with such proceeding, if such person acted in good faith and in a maiiiier such person
reasonably believed to be in the best interests of the Audion*ty wid, in the case of a crimfiial
proceeding, had no reasonable cause to believe his or tier conduct was unlawful and, iii the case of
ail action by or in die right of the Audion*ty, acted with such care, including reasonable inquiry, as
ail or(Iiiiarily prudent person in a like posifion would use under similar circumstances.
All of die privileges and immunities from liabilities, exemptions from law, ordinances alid
rules, all pension, relief, disability, workers' compensation aii(l oilier benefits which apply to the
activity of officers, agents or employees of wiy of the Members or Associate Members when
perforining their respective functions, sliall apply to them to the same degree and extent while
eilgage(l as Delegates or otherwise as ani officer, agent. or oilier representative of the Audiority or
while engaged in the performance of miy of their functions or duties under the provisions of this
Agreement.
This Agreement may be amended by the adoption of the amendment by the goveniing
bodies of a majority of the Members. The amendment sliall become effective- oil the first (lay of'
die month following the last required member agency approval. Ail amendment may be initiated
by the Board, upon approval by a majority of the Boar(l. Ally proposed amendment, hicluding die
text. of the proposed change, sliall be given by the Board to each Member's Delegate for
presentation wi(l action by each Member's board within 60 (lays, which time may be extended by
The list of Members, Attachment 1, may be updated to reflect liew mid/or "71'thdraNvii
Members without requiring formal arliendment of the AgTeement by the AudioritI7 Board of
Directors.
KIONE�'-, i�pii� 111111111 iii�
If a Member withdraws as member of ICJ C;, its membership ill the Audiority shall
automatically tcni-iiiiate. A Member or Associate Member may withdraw from diis AgTeenieilt
UI)oll written notice to the Board; provided however, that no such wididi-awal shall result ill the
dissolution of the Authority as long as wily Bonds or ogler obligations of the Authority remaiii
outstanding. Any such NNritlidrawal shall beconic effective thirty. (30) (lays after a resolution adopted
by the Membees goveriiing body which authorizes withdrawal is received by die Authority.
Nowritlistwiding the foregoing, wiy teriniiiatioii of membership or withdrawal from die authority
shall not operate to relieve ply terminated or withdrawing Member or Associate Member from
Obligations incurred by such teniiiiiated or wididrawing Member or Associate Member prior to
the time of its termination or wididr-1.-1.
IN 6 "-
a. Counterparts. This Agreemelit may be executed ill several cowiterparts, each of
which shall be mi original gild all of` which shall constitute but one all(] the sailie iiistrunieilt.
b. Construction. The sectioii headings liereiii are for coiiveiiieilce oilly mid are iiot to
be construed as niodif� iiig or govcniiiig the language ill the section referred to.
C. Approvals. Wherever ill this AgTeement ally consent or approval is required, the
same sliall not be unreasonably withheld.
d. Jurisdiction; Venue. This Agreement is made fii die State of'Calif'onlia, wider the
Constitution mid laws of such State mid is to be so construed; any action to enforce or interpret its
terms sliall be brought ill Sacramento County, Califoniia.
e. Integration. This Agreemeilt is the complete mid exclusive statement of the
agreement among the parties liereto, said it supersedes mid merges all prior proposals,
uilderstwidiiigs, mid oilier agreements, whether oral, written, or implied ill conduct, between mid
among the parties relating to the subject matter of this AgTeenient.
f. Successors; As nt. This Agreement sliall be bfiidiiig upon and shall inure to
the benefit of die successors of the parties hereto. Except to die extent expressly provided liereiii,
no Member may assigii any right or obligation hereunder without die coiiseiit, of, 'the Board.
9. Severability. Should any part, term or provision of flits 11greement be decided by
the courts to be illegal or ill conflict Nvidi ally law of die State of Califoniia, or otherwise be
rendered uiieiif()rce,-il.)Ie or inef-Icctual, the validity of" the remaining parts, terms or provisions
licreof shall not be affected thereby®
The parties hereto have caused this Agreement. to be executed wid attested by their I)rol)erly
authorized officers.
Originally dated July 1, 1993
Aniended wid restated December 10, 1998
Amended wid restated February 18, 1999
Ainciided wid restated September 18, 2002
Amended wid restated Jwium-Y 28, 2004
Amended wid restate (I December 10, 2014
Amended wid restated Jwivary 21, 2015
[ SIGAA TURISS OATFOL L 0 WING PA GE q
M111,11 rwt
By:
Nw-ne.-
'ride:
Attest:
B
Clerk- of die Board of Supervisors
E SEND TO:
Golden State Finwice Authority
1215 K Street, Suite 1650
Sacramento, CA 95814
Dated:
ATrACFEWF2*Tr I
GTOLDEN STATE FINANCE AUTHORITY MEM13ERS
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado Comity
Gleiiii County
Huniboldt, County
Imperial County
111yo County
I.A-e Cou,iiq7
Lassen County
Madera County
Mariposa County
Mendocino Comity
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
Plumas County
Saiz Benito County
Shasta County
Sierra County
Siskiyou County
Sutter County
Tehania County
Trinity County
Tuolumne County
Yolo County
Yuba Couiiqr
8267 1.00000\9547582.2
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
YGRENE ENERGY FUND CALIFORNIA, LLC
This Indemnification Agreement (the "Agreement") is entered into this 20 day of April, 2017, BY
AND BETWEEN:
AND,
the City of San Bernardino, a Charter City organized under the laws of the State of
California, with an address of 300 N. "D" Street, San Bernardino, California (the "CITY");
Ygrene Energy Fund California, LLC, a California limited liability formed under the laws
of the State of California (the "ADMINISTRATOR") (individually CITY or
ADMINISTRATOR may be referred to as a "PARTY" and collectively CITY and
ADMINISTRATOR may be referred to as the "PARTIES").
WHEREAS, the Golden State Finance Authority ("Authority") is a joint exercise of
powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the Government Code
of the State of California (Section 6500 and following) (the "Act") and the Joint Power Agreement
entered into on July 1, 1993, as amended from time to time (the "Authority JPA"); and
WHEREAS, the Authority has amended the Authority JPA to formally change its name
from California Home Finance Authority to Golden State Finance Authority; and
WHEREAS, the Authority has established a Community Facilities District, CHFA No.
2014-1 (Clean Energy) (the "Authority CFD Program") in accordance with the Mello -Roos
Community Facilities District Act, set forth in section 53311 through 53368.3 of the California
Government Code (the "Act") and particularly in accordance with sections 53313.5(1) and
53328.1(a) (the "District"); and
WHEREAS, the Mayor and City Council, by resolution, have consented to the inclusion
in the Authority PACE Program of all of the properties in the jurisdictional boundaries of the City,
and has authorized parcels within the City to annex into the District subject to conditions that (1)
the legal owners of participating properties execute a Unanimous Approval Agreement and comply
with other applicable provisions of California law in order to accomplish the valid special tax
levies and (2) the City will not be responsible for the conduct of any annexations, assessment
proceedings, any required remedial action in the case of delinquencies in such assessment
payments, or the issuance sale, guarantee or administration of any bonds issued in connection with
the Authority PACE Program; and
WHEREAS, the Authority and the Administrator have entered into an Agreement for
Services, dated March 2015, in which the Administrator agreed to serve as an administrator for
the Authority PACE Program on behalf of the Authority; and
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 1 of 7
WHEREAS, the Administrator agrees to indemnify the City and to provide insurance in
connection with the Administrator's administration of the Authority PACE Program in the City of
San Bernardino.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained
herein, the PARTIES hereby agree as follows:
1. INCORPORATION OF RECITALS.
The recitals set forth above are, by this reference, incorporated into and deemed a part of this
Agreement.
2. INDEMNIFICATION.
The ADMINISTRATOR agrees to defend, indemnify, and hold harmless the City, its officers,
elected and appointed officials, employees, agents, and volunteers (each, an "Indemnified Party")
from and against any and all claims, damages, losses, expenses, fines, penalties, judgments,
demands, and actual, direct, documented and reasonable out -of pocket defense costs and expenses
(including, without limitation, amounts paid in compromise or settlement and reasonable outside
legal fees arising from litigation of every nature or liability of any kind or nature including civil,
criminal, administrative or investigative) arising out of or in connection with the administration of
the Authority PACE Program, except as to such loss or damage which was caused by the sole
negligence or willful misconduct of an Indemnified Party. ADMINISTRATOR hereby waives any
and all rights to any types of express or implied indemnity against any of the Indemnified Parties
arising out of the above referenced conduct. The policy limits of any insurance of the
ADMINISTRATOR, its affiliates or other parties are not a limitation upon the obligation of the
ADMINISTRATOR, including without limitation, the amount of indemnification to be provided
by the ADMINISTRATOR. The provisions of this section shall survive the termination of this
Agreement.
3. INSURANCE.
5.1 Minimum Scope and Limits of Insurance. ADMINISTRATOR shall obtain and
maintain during the life of this Agreement all of the following insurance coverage:
(a) Comprehensive general liability, including premises -operations,
products/completed operations, broad form property damage, blanket
contractual liability, personal injury with a policy limit of not less than One
Million Dollars ($1,000,000.00), combined singles limits, per occurrence and
aggregate.
(b) Automobile liability for owned vehicles, hired, and non -owned vehicles, with a
policy limit of not less than One Million Dollars ($1,000,000.00), combined
single limits, per occurrence and aggregate.
(c) Worker's compensation insurance as required by the State of California.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 2 of 7
3.2 Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and appointed
boards, officers, agents, and employees are additional insureds with respect to
this subject project and contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance provided by
this policy."
3.3 Certificates of Insurance. ADMINISTRATOR shall provide to CITY certificates of
insurance showing the insurance coverages and required endorsements described
above, in a form and content approved by CITY, prior to performing any services
under this Agreement.
3.4 Non -limiting. Nothing in this Section shall be construed as limiting in any way, the
indemnification provision contained within this Agreement, or the extent to which
ADMINISTRATOR may be held responsible for payments of damages to persons
or property.
4. NON-DISCRIMINATION.
In the administration of the Authority PACE Program and in the hiring and recruitment of
employees, ADMINISTRATOR shall not engage in, nor permit its officers, employees or agents
to engage in, discrimination of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
5. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
ADMINISTRATOR warrants that it possesses or shall obtain prior to execution of this Agreement,
and maintain, a business registration certificate pursuant to Chapter 5 of the Municipal Code, and
any other licenses, permits, qualifications, insurance and approval of whatever nature that are
legally required of ADMINISTRATOR to practice its business or profession.
6. NOTICES.
Any notices, documents, correspondence, or other communication concerning this Agreement or
the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally
delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by U.S.
Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S. Mail as
reflected by the official U.S. postmark.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 3 of 7
TO THE CITY:
Office of the City Manager
300 North "D" Street, 6th Floor
San Bernardino, CA 92418
TO THE ADMINISTRATOR:
Ygrene Energy Fund California LLC
2100 S. McDowell Blvd
Petaluma, CA 94954
Attn: Sven Kaludzinski
Either PARTY may change the address for delivery of notices by sending notice of the change to
the other PARTY in conformity with this Section.
7. ATTORNEYS' FEES
In the event that litigation is brought by any PARTY in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing parry all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his/her office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
8. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this Agreement
shall be tried and litigated in the Superior Court of the State of California for the County of San.
The aforementioned choice of venue is intended by the parties to be mandatory and not permissive
in nature.
9. GOVERNING LAW.
This Agreement shall be governed and construed under the laws of the State of California without
giving effect to that body of laws pertaining to conflict of laws.
10. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the PARTIES to this Agreement
and their respective heirs, representatives, successors, and assigns.
11. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its provisions.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 4 of 7
12. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid
or unenforceable for any reason, such determination shall not affect the validity or enforceability
of the remaining terms and provisions hereof or of the offending provision in any other
circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.
13. REMEDIES; WAIVER.
All remedies available to either PARTY for one or more breaches by the other PARTY are and
shall be deemed cumulative and may be exercised separately or concurrently without waiver of
any other remedies.
The delay or failure of either PARTY to require performance or compliance of the other of any of
its obligations under this Agreement shall in no way be deemed a waiver of those rights to require
such performance or compliance. No waiver of any provision of this Agreement shall be effective
unless made in writing and signed by a duly authorized representative of the PARTY against whom
it is sought. The waiver of any right or remedy with respect to any occurrence or event shall not
be deemed a waiver of such right or remedy with respect to any future occurrences or events and
shall not be deemed a continuing waiver.
14. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement and the understanding between the PARTIES,
and supersedes any prior agreements and understandings relating to the subject matter of this
Agreement.
15. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute one and the same agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf' format data file,
such signature shall create a valid and binding obligation of the PARTY executing (or on whose
behalf such signature is execute) with the same force and effect as if such facsimile or ".pdf'
signature page were an original thereof.
16. AMENDMENT.
No amendment to this Agreement will be effective unless it is in writing and signed by both
PARTIES.
17. CORPORATE AUTHORITY.
Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly
authorized to execute this Agreement on behalf of said PARTIES and that by doing so, the
PARTIES hereto are formally bound to the provisions of this Agreement.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 5 of 7
18. COMPLIANCE WITH LAW
ADMINISTRATOR agrees to abide by all federal, state, and local laws, ordinances and
regulations.
19. CONSTRUCTION.
The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises with respect to this Agreement,
this Agreement shall be construed as if drafted jointly by the PARTIES and in accordance with its
fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any Party
by virtue of authorship of any of the provisions of this Agreement.
[Signature Page Follows]
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 6 of 7
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
YGRENE ENERGY FUND CALIFORNIA, LLC
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated: YGRENE ENERGY FUND CALIFORNIA, LLC
By:
Its: President
Dated CITY OF SAN BERNARDINO
By:`
City Manager
Q r" ((. k' I (L"
APPROVED AS TO FORM:
Gary D. Saenz, City Attorney
By:
A
Georgeann arena, CMC, y Clerk
INDEMNIFICATION AGREEMENT BETWEEN CITY AND YGRENE ENERGY FUND CALIFORNIA, LLC
Page 7 of 7
CALIFORNIA. • r,
.�.� .ate .v..a s\..r.>..a .ea .�.�' . a ��� r Qom\: �is\.�•s�e 2�C:�G .�e_ats\e!-.�.'� T.�.�•s. s� .a\..a s\ . -.e �:\a..\ .ac.ant.ae.a .at_a .a
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 ',7 _ ,( //l10/;; _ ) APAVIV--
141111'e,
On d �O�7before me,+e°%B ,
Date , �,yHere Insert
Name and Title of the icer
personally appeared /`1��'�.&__-! %o`y
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person( whose name(sl'is/erg
subscribed to the within instrument and acknowledged to me that Ae sheAkeyi executed the same in
ehtT7Fer/ Ir authorized capacity(io and that by Ws7herAbd signature0orbn the instrument the person(sr,
or the entity upon behalf of which the person acted, executed the instrument.
VALERIE R. MiTTCYA
Notary Public - California x
San Bernardino County
x Commission 8 2159279
M Comm Expires A,g 2. 2020
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
WITNESS myhand nd official se
Signature
it:,
Signature of Ndtary6VUblic
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment Qf this form to w -unintended docue
Description of Attached
Title or Type of Docume
Number of Pages: 7
Signer(s) Other Than Named Above:
�� 70eZz-,
it te:�— 17
C g 17" pacity(ies) CTairr}�ey Signer(s) g
Signer's Name: �w - �j��s� Signer's Name:
❑ Corporate Officer — Title(s): Corporate Officer — Title(s):
❑ P er — ! Limited ❑ General i Partner — Limited ❑ General
ET'fndividual ❑ Attorney in Fact ❑ Individual D Attorney in Fact
❑ Trustee 11 Guardian or Conservator Trustee I I Guardian or Conservator
❑ Other:oe Other:
Signer Is Representing: gner Is Representing:
�"�.'z:'✓.�� ��!G\-:4 ✓: ui xi5��i ✓.`,:ti :\_; ' .. ��.✓:i✓.'✓:�.LL.G�'.�:�:,:i:t�:�-!.�.�. ��.��q�.�.✓.�._.:L.G`:.�..�:.:\�:.�:t?.�:i✓.ti
v:t.:i