13-A — Bellflower City Council, January 11, 2024

13-A
TO: Honorable Mayor and Members of the City Council

ATTENTION: Ryan Smoot, City Manager

FROM: Jim DellaLonga, Director of Economic Development

SUBJECT: Consideration and possible action to consider adopting Resolution No. 24-01 – A Resolution consenting to the inclusion of the property located at 8827 Artesia Boulevard, Bellflower, California in the California Statewide Communities Development Authority
(“CSCDA”) Open PACE Program.

DATE: January 11, 2024

EXECUTIVE SUMMARY

The owner of the Woodspring Suites Extended Stay Hotel, located at 8827 Artesia Boulevard (the “Participating Property”), has requested that the California Statewide Communities Development Authority (“CSCDA”) and PACE Equity provide a refinancing through the CSCDA Open PACE Program (the “Program”) for certain improvements on the Participating Property as part of the construction of the Woodspring Suites Hotel (“Project”). In order for the Participating Property Owner to utilize this financing, the City must consent to the inclusion of the Participating Property in the Program.

RECOMMENDATION TO CITY COUNCIL

1) Adopt Resolution No. 24-01 providing City consent to the inclusion of the property located at 8827 Artesia Boulevard in the CSCDA Open PACE Program and authorizing related actions; or

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

There is no fiscal impact associated with the adoption of the proposed Resolution.

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Staff Report – CSCDA Open PACE Program Resolution
January 11, 2024

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CALIFORNIA ENVIRONMENTAL QUALITY ACT (“CEQA”)

The City reviewed the environmental impacts of the proposed Ordinance pursuant to the California Environmental Quality Act (Public Resources Code §§ 21000, et seq. “CEQA”) and the regulations promulgated thereunder (14 Cal. Code of Regs. §§ 15000, et seq., the “CEQA Guidelines”). CEQA Guidelines §§ 15060(c)(2), 15061(b)(3), and 15378 exempt activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, activities where there is possibility that it may have a significant effect on the environment, and activities that do not constitute a “project” as defined, respectively. This Resolution is for general policies and procedure-making in that it grants the Participating Owner the ability to obtain financing from the CSCDA . Any subsequent development will be evaluated separately under the CEQA Guidelines.

Accordingly, this Resolution is exempt from further review.

BACKGROUND

The CSCDA, the largest joint powers authority in California, was founded and sponsored by the League of California Cities and the California State Association of Counties.

CSCDA has implemented Property Assessed Clean Energy (PACE) under the provisions of Chapter 29 of Division 7 of the Streets & Highways Code (Chapter 29) on behalf of its member counties and cities. Chapter 29 authorizes a legislative body to designate an area within which a public agency (including a joint powers authority like CSCDA) and property owners may enter into voluntary contractual assessments to finance and refinance the installation on real property of distributed generation renewable energy, energy efficiency, water efficiency and seismic strengthening improvements, electric vehicle charging infrastructure and such other improvements, infrastructure or work as may be authorized by law from time to time (collectively, the “Improvements”).

PACE has been approved and is available in over 460 cities and counties throughout the State. CSCDA has established the CSCDA Open PACE Program to provide financing for Improvements under Chapter 29 and designated multiple third -party program administrators, including PACE Equity (including its affiliates, “Stonehill”), to offer CSCDA’s members turn-key PACE solutions.

DISCUSSION

The Participating Property Owner has asked the CSCDA and PACE Equity to provide financing through the Program for the installation of Improvements on the Participating Property as part of the construction of the Project.

The Participating Property’s participation in the CSCDA Open PACE Program would allow the Participating Property Owner to finance the Improvements authorized by Chapter 29.

The Improvements installed on the Participating Property would be financed by the issuance of bonds by CSCDA. The bonds would be secured by a voluntary contractual assessment levied on the Participating Property and collected as part of the regular county property tax bill.

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Staff Report – CSCDA Open PACE Program Resolution
January 11, 2024

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DISCUSSION – Continued

CSCDA has pre-qualified PACE Equity based on its business practices, qualifications, experience, and capital commitment to the PACE market, and CSCDA (not the City of Bellflower) will be responsible for entering into the voluntary contractual assessment agreement with the Participating Property Owner, levying the voluntary contractual assessment on the Participating Property, issuing bonds to finance the Improvements, and taking remedial actions in the event of delinquent assessment payments. The resolution expressly provides that the City of Bellflower will not be responsible for the conduct of any assessment proceedings, the levy of assessments, any required remedial action in the case of delinquencies in assessment payments, or the issuance, sale or administration of any bonds issued by CSCDA.

The proposed resolution is limited to the property located at 8827 Artesia Boulevard; no other properties in the City are contemplated.

ATTACHMENTS

Resolution No. 24-01....................................................................................................... 4 Financing Commitment and Project Development Agreement ........................................ 8 Amended and Restated Joint Powers Agreement ......................................................... 31

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CITY OF BELLFLOWER

RESOLUTION NO. 24-01

A RESOLUTION CONSENTING TO THE INCLUSION OF THE PROPERTY LOCATED AT 8827 ARTESIA BOULEVARD, BELLFLOWER, CALIFORNIA IN

THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (“CSCDA”) OPEN PACE PROGRAM

THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1. Recitals. The City Council finds and declares as follows:

A. The California Statewide Communities Development Authority (the “Authority”) is a joint exercise of powers authority, the members of which include numerous cities and counties in the State of California, including the City of Bellflower (the “City”);

B. On June 1, 1988, the City and the Authority entered into a joint exercise of powers agreement. On July 14, 2003, the City adopted Resolution No. 03-50 which amended and restated the joint powers agreement;

B. Chapter 29 of Division 7 of the Streets & Highways Code (“Chapter 29”) authorizes the Authority to establish voluntary contractual assessment programs to finance or refinance renewable energy, energy efficiency, water efficiency and seismic strengthening improvements, electric vehicle charging infrastructure and such other improvements, infrastructure or other work as may be authorized by law from time to time (collectively, th e “Improvements”) through the levy of contractual assessments within counties and cities throughout the State of California that consent to the participation of properties within their respective territories and the issuance of bonds from time to time;

C. For the purpose of providing financing and refinancing for the Improvements, the Authority has established the CSCDA Open PACE Program (“Program”);

D. The Authority has designated multiple third-party program administrators to administer the Program, including PACE Equity, LLC (including its affiliates, “PACE Equity”);

E. Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner or owners of each lot or parcel on which an assessment is levied at the time the assessment is levied;

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City of Bellflower
Resolution No. 24-01

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F. The owner (the “Participating Property Owner”) of the property located at 8827 Artesia Blvd., Bellflower, California (the “Participating Property”) has asked the Authority and PACE Equity to provide financing through the Program for the installation of Improvements on the Participating Property as part of the construction of a hotel project on the Participating Property (the “Project”), and the City desires to allow the Participating Property Owner to participate in the CSCDA Open PACE Program and to allow the Authority to conduct assessment proceedings under Chapter 29 within its territory and to issue bonds to finance or refinance the installation of Improvements on the Participating Property; and

G. The Authority will conduct all assessment proceedings under Chapter 29 for the Participating Property and issue any bonds related to the Participating Property, and the City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale or administration of any bonds issued in connectio n with the Participating Property.

SECTION 2. Factual Finding. The City Council hereby finds and declares that the Participating Property will benefit from participating in the Program and the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 and the issuance of bonds to finance or refinance the installation of Improvements on the Participating Property.

SECTION 3. Consent to Assessment Proceedings. The City consents to the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 on the Participating Property and the issuance of bonds to finance or refinance the installation of Improvements on the Participating Property; provided, that:

(1) the Participating Property Owner, who must be the legal owner of the Participating Property, executes a contract pursuant to Chapter 29 and complies with other applicable provisions of California law in order to accomplish the valid levy of assessments; and

(2) the City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale or administration of any bonds issued by the Authority in connection with the Participating Property.

SECTION 4. Authorization and Direction. The City Manager or designee is authorized and directed to execute and deliver such certificates, requisitions, agreements and related documents as are reasonably required by the Authority to implement the authorization accomplished by this Resolution . The City Manager or designee is designated as the contact persons for the Authority in connection with the Program.

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City of Bellflower
Resolution No. 24-01

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SECTION 5. Environmental Assessment. The City reviewed the environmental impacts of the proposed Ordinance pursuant to the California Environmental Quality Act (Public Resources Code §§ 21000, et seq. “CEQA”) and the regulations promulgated thereunder (14 Cal. Code of Regs. §§ 15000, et seq., the “CEQA Guidelines”). CEQA Guidelines §§ 15060(c)(2), 15061(b)(3), and 15378 exempt activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, activities where there is possibility that it may have a significant effect on the environment, and activities that do not constitute a “project” as defined, respectively. This Resolution is for general policies and procedure-making in that it grants the Participating Owner the ability to obtain financing from the CSCDA. Any subsequent development will be evaluated separately under the CEQA Guidelines. Accordingly, this Resolution is exempt from further review.

SECTION 6. Limitations. The City Council’s analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council’s lack of knowledge of future events. In all instances, best efforts were made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework.

SECTION 7. Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record.

The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact.

SECTION 8. Construction. This Resolution must be broadly construed to achieve the purposes stated in this Resolution . It is the City Council’s intent that the provisions of this Resolution be interpreted or implemented by the City and others in a manner that facilitates the purposes set forth in this Resolution.

SECTION 9. Severability. If any part of this Resolution or its Application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Resolution are severable.

SECTION 10. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature .

SECTION 11. Execution. The Mayor, or presiding officer, is authorized to sign this Resolution signifying its adoption by the City Council of the City of Bellflower and the City Clerk, or her duly appointed deputy, may attest thereto.

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City of Bellflower
Resolution No. 24-01

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SECTION 12. Effective Date. This Resolution will become effective immediately upon adoption and will remain effective unless repealed or superseded. The City Clerk is authorized and directed to transmit a certified copy of this resolution to the Secretary of the Authority at: Secretary of the Board, California Statewide Communities Development Authority, 1400 K Street, Sacramento, CA 95814.

PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER ON THIS 11th DAY OF JANUARY, 2024.

________________________________
Dan Koops, Mayor

ATTEST:

________________________________
Mayra Ochiqui, City Clerk

APPROVED AS TO FORM:

KARL H. BERGER, CITY ATTORNEY

Justin A. Tamayo, Deputy City Attorney
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FINANCING COMMITMENT AND

PROJECT DEVELOPMENT AGREEMENT

PREPARED FOR TGC BELLFLOWER, LLC
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FINANCING COMMITMENT AND PROJECT DEVELOPMENT AGREEMENT
Client TGC Bellflower, LLC
Date of Issuance September 14, 2023
Property Address 8827 Artesia Blvd, Bellflower, CA, 90706 Local PACE Program CSCDA Open PACE
Project Description The refinancing of a Wood Spring Suites hotel that newly opened in June.

Proposed Funding Amount $2,500,000 of direct project costs.

The total funding amount will additionally include all fees, closing expenses, capitalized interest as defined herein.

Term 30 years. This excludes the capitalized interest period. Note – term is subject to meeting or exceeding the weighted average useful life of the installed measures.

Interest Rate Standard funding: The interest rate is based upon the greater of 10-year UST plus a spread of 425 bps or 8.17% and will be locked 7-14 days before closing.

CIRRUS™ Low Carbon funding: The interest rate is based upon the greater of 10-year UST plus a spread of 355 bps or 7.77% and will be locked 7-14 days before closing. This funding option requires meeting a specific design specification, which is unlikely to have been met without designing to it prior to construction.

Pricing considerations include LTV, term of assessment, prepayment provisions, underwriting requirements and cash equity invested.

Closing Date The anticipated Closing Date established with the Client is November 1, 2023.

Expiration This Agreement will expire on September 15, 2023, without signature.

Project Funding Sources

Current anticipated cash equity: >15% (based on % total dev cost) Property Value Assumption The value at stabilization is expected to be $19,400,000. This shall be confirmed via the appraisal.

Anticipated PACE to Value: 15% - 20 based on value @ stabilization, per the appraisal
Capitalized Interest Interest will accrue from Closing to the date at which amortization begins prior to the first payment. Capitalized Interest is included in the Total Amount Financed to be amortized over the term.

Annual Servicing PACE Equity will charge an annual servicing fee of $0.00.

Target Capital Stack
PACE Equity - Total Assessment $ 3,099,789 17% Mortgage $ 12,800,000 68%
Equity $ 2,845,092 15%
Total Development Budget $ 18,744,880 100%
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Legal & Closing Expenses Included in the closing proceeds and payable to PACE Equity will be legal, & closing costs currently estimated to be $15,000. PACE Equity will not engage lawyers and incur legal expenses until authorized in writing or email by the Client to proceed to closing. Legal costs will be actual expenses included in the closing proceeds.

Project Development:

End-to-End Management
Delivering funding for a Property Assessed Clean Energy transaction requires substantial specialized deliverables and approvals that dictate funding eligibility, financing amount and term of the financing amortization.

Through our years of experience, PACE Equity has created a proven successful process to complete all of the state & local governmental regulation compliance, energy modeling and approvals. We call this our End-to-End Execution. To expedite the process and ensure the proposed funding amount and amortization term are achievable, this Commitment has been reviewed and vetted by our team. Please review the details of our Funding process in Schedule C.

The total cost of the End-to-End Execution services is $37,500 and included in the closing proceeds. PACE Equity commits to cap project development expenses to a not to exceed budget of $10,000 until such time Client provides authorization to proceed to closing.

Lender Origination Fee PACE Equity will include in the closing proceeds a Lender Origination Fee of 1% of the total amount financed.

Expense Deposit A deposit of $10,000 is due with the execution of this Agreement. The deposit is refundable at closing but non-refundable if the project does not close.

Following the completion of underwriting, PACE Equity shall provide Client a request to provide an authorization to close. Upon authorization, there shall be a Legal & Closing deposit of 50% of the estimated legal costs to begin the closing process.

Deposits will be refunded at closing or netted out against any overage on legal costs not included in the proceeds.

Local PACE Program Costs CSCDA Open PACE stipulates program administration costs calculated as follows:

A one-time PACE program administration closing cost of 1.42% of the Project Finance Amount that will paid upfront at closing.

An ongoing annual PACE program administration fee in the amount $2,050 will be included in the total annual PACE assessment payment.

Repayment Terms Paid as a special assessment on the property over the duration of the self-amortizing Assessment Term. The annual PACE assessment will be invoiced and paid in semiannual installments due December 10 and April 10. The first annual PACE assessment will be due beginning in December 2025.

Prepayment 3% years 1-2, 2% years 3-4, 1% years 5-10, with no penalty thereafter.

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UNDERWRITING REQUIREMENTS AND CONDITIONS TO CLOSE
Standard for transactions of this type, including but not limited to, the following are conditions to close. A complete list of eligibility criteria is available upon request.  Appraisal. Receipt of a appraisal of the property within 18 months of closing in a form and from an appraiser reasonably acceptable to PACE Equity, which reflects a valuation such that the total amount financed by PACE Equity will not exceed 30% of value and supports the financial projections of the project. The debt plus the Total Amount Financed cannot exceed 95% of value.  Financial Review. Financials must demonstrate satisfactory Debt Service Coverage Ratio 1.30x inclusive of any mortgage and Annual PACE Assessment. PACE Equity requires 5 years of projections in the case of development and major renovation projects and 3 years of reviewed or audited historical financials for renovation/solar projects. This may include a review of the rent roll and reviewed financials for tenants occupying over 50% of the building.  Disbursements. PACE Equity will deposit the project Direct Costs in a dedicated project disbursement account which PACE Equity will set up and maintain for the project. Disbursements shall be paid in accordance with a PACE Equity provided disbursement agreement. Client shall approve and submit to PACE Equity a construction progress payment request and required support documentation in advance of disbursements from the project account to construction vendors.  Development and Major Renovation Projects. For projects which are major building renovations, gut-rehab and ground up new construction:
o A minimum of 15% cash equity. Cash equity includes land contribution, cash contributed, and pre-development expenses incurred. Land contribution is valued at lesser of recent purchase price or appraised value.
o Prior to the first PACE Equity disbursement, confirmation all proceeds to complete the project are to be funded in escrow, except for the construction loan. The construction loan shall be closed and available for disbursement. There shall be a general contractor and GMP contract for the entire project, which shall be reviewed during underwriting. o Capitalized interest shall be funded through the estimated construction period. If the Client would like to reduce this amount, a reserve must be established and included in the project’s sources & uses. PACE Equity shall consider this approach on a case-by-case basis. o A construction completion guarantee by the sponsor or equity investor(s) is required. There shall be satisfactory liquid assets to complete the project in PACE Equity’s sole discretion. o After the equity is fully deployed, PACE Equity shall fund disbursements based on a pro-rata percentage of each draw for construction costs. The pro-rata ratio is based upon PACE Equity’s Direct Costs divided by costs to complete after the equity contribution, excluding acquisition costs, construction loan costs or interest.  Environmental Review. Completion of an environmental data review for the Property through a review of a Phase I. Any recognized environmental condition must have a plan for control or closure.

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 PACE Program Approval. Project must be approved by local PACE Program administrator and meet all eligibility requirements. Local PACE programs may change their fees (referenced in the Local PACE Program Costs section) without notice. Cities or counties may add on fees which are unknown during the preparation of this Agreement. All Local PACE Program fees shall be marked to actual. PACE Programs have specific requirements for a project to be approved. A full list of requirements is available upon request.
 Lender Consent. Written acknowledgement by mortgage lender(s) to the PACE Special Assessments.
 Title. A current title report must reveal that title is not subject to power of attorney, easements or subordination agreements restricting authority of the Property Owner(s) to agree to a PACE assessment.
 Insurance. PACE Equity, LLC shall be a named insured on the property insurance policy and shall provide a specific naming request to be added as additional insured.  General Underwriting.
o The building/property must be current on all property tax and mortgage payments. No property tax delinquencies or tax liens by the Client and their affiliates in last five (5) years. o The Property Owner has not had any Property sold at foreclosure or bankruptcies in the previous 5 years
o The Property Owner must not have any involuntary liens, defaults, or judgments applicable to the subject Property
o A satisfactory background check of all principals/sponsors performed by PACE Equity o A satisfactory KYC check
o Enforceability of PACE Assessment and that all assessments and documents have been duly recorded

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We look forward to working with you on this project. Should the terms be acceptable, please sign below and return a copy via email.

Sincerely,
Ethan L. Elser
Executive Vice President
PACE Equity, LLC
Reviewed and Accepted
TGC Bellflower, LLC
BY:

Signature:

Title:

Date:

Nick Esterl
Manager
09 / 14 / 2023
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TERMS AND CONDITIONS
PACE Equity is pleased to present a Financing Commitment and Project Development Agreement (“Agreement”) for a scope of work to be financed using Property Assessed Clean Energy (“PACE”). The availability of funding, pricing, terms, and conditions are based on information provided to date. This Agreement is subject to the receipt and acceptable review of the required documents for underwriting.

Both Client and PACE Equity shall have the ability to terminate this Agreement. The Client shall be able to terminate this Agreement for the any of the following reasons:

1. The project is cancelled.

2. The mortgage lender is not willing to provide lender consent.

If Client terminates for one of these reasons or PACE Equity terminates this Agreement, PACE Equity shall invoice Client for any Legal & Closing Expenses, Local PACE Program Costs and Project Development costs incurred which include internal cost allocations, subject to the not to exceed budgets. If Client terminates this Agreement for any other reason, a termination fee of 1% of the proposed PACE funding amount shall additionally be due to PACE Equity. If a Legal & Closing deposit has been received this will be credited to the amount due and any unused amount will be returned to Client. Invoices are payable within 30 days. The Confidentiality and Limitation of Liability under this Agreement shall be binding upon the parties hereto and shall survive the expiration or termination of this Agreement for a period of 2 years.

The Client acknowledges and agrees that PACE Equity is not advising any Client as to any legal, tax, investment, accounting, regulatory, assessment pass-thru capability, or any other matters in any jurisdiction. If the Closing Date is not met for any reason, PACE Equity reserves the right to change the Interest Rate. PACE Equity's commitment hereunder and its agreement to perform the services described herein are subject to (a) there not occurring or becoming known to PACE Equity any event, development or circumstance that has or could reasonably be expected to have a material adverse effect on the business, operations, property, condition (financial or otherwise) or the prospects of the Client, (b) PACE Equity's completion and satisfaction in all respects with a due diligence investigation of the Client and project documentation, and (c) Investment Committee Approval.

The information contained herein is: (a) confidential and may not be reproduced, distributed or disclosed to anyone other than the intended recipient and its legal, financial and accounting advisors for the sole purpose of analyzing the proposed financing, (b) preliminary, expected to change and does not contain all of the information the parties may need to fully evaluate the proposed financing, (c) replaces all information relating to the financing that has previously been discussed or exchanged, and (d) will be superseded by any written amendments or final documentation executed by PACE Equity and the Client.

Notwithstanding anything to the contrary contained in this Contract, the aggregate liability of PACE Equity arising from this Agreement shall not exceed the fees received pursuant to this Agreement. In no event, whether as a result of termination for default, termination for convenience, suspension of the Work, breach of contract, negligence, or otherwise, shall the Client or PACE Equity be liable to each other for damages for loss of profits, loss of use, loss of revenue, loss of bonding capacity, or any other special, indirect or consequential damages of any kind.

This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule of Wisconsin or any other jurisdiction that would cause the laws of any other jurisdiction to apply. The parties hereby stipulate and agree that any action or other legal proceeding arising under or in connection with this Agreement shall be commenced and tried in its entirety in either the United States District Court for the Eastern District of Wisconsin or the Wisconsin Circuit Court for Milwaukee County, Wisconsin, and each party hereby agrees not to assert in any such action or proceeding that either of such courts lacks personal jurisdiction or is not a convenient forum and hereby waives, to the fullest extent permitted by law, any other right to contest the jurisdiction and/or venue thereof. Any attorney or collection costs required to enforce this Agreement shall be due to PACE Equity in addition to any Termination expenses.

Any matters not set forth herein shall be subject to mutual agreement of the parties. These commitments set forth herein shall not be assignable without the prior written consent of PACE Equity or Client. In cases where the Client is a special purpose entity or otherwise does not have an operating history, an Agreement Cosigner (“Cosigner”) is required to meet the obligations of this Agreement, in the event Client is unable to. In these cases, the Cosigner is a party to and must approve this Agreement. The full terms and conditions of this Agreement apply to the Cosigner. PACE Equity has the right to request a Cosigner or additional Cosigner upon review of the creditworthiness of the Client and Cosigner.

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SCHEDULE A: FUNDING SUMMARY
Standard
CIRRUS Low Carbon
Funding Summary for TGC Group LLC-Woodspring Suites Bellflower CA Direct Construction Costs $2,500,000 Pricing Scenario Standard PACE Equity Prepayment Years 1-2 3%, 3-4 2% 5-10 1%Amortization Term 30 years Annual Tax Assessment $289,090 First Payment Date 12/10/2025 Interest Rate Greater of 8.17% / 425 bps over 10 yr UST Direct Construction Costs To Be Deposited in Disbursing Account $2,500,000 Project Development $37,500
Legal and Closing Expenses $15,000
Lender Origination Fee $30,998
CSCDA Open PACE Fee $35,525
Capitalized Interest $480,766
Total Amount Financed $3,099,789
Use of Funds
Funding Summary for TGC Group LLC-Woodspring Suites Bellflower CA Direct Construction Costs $2,500,000 Pricing Scenario CIRRUS Low Carbon PACE Equity Prepayment Years 1-2 3%, 3-4 2% 5-10 1%Amortization Term 30 years Annual Tax Assessment $267,490 First Payment Date 12/10/2025 Interest Rate Greater of 7.77% / 355 bps over 10 yr UST Direct Construction Costs To Be Deposited in Disbursing Account $2,500,000 Project Development $37,500
Legal and Closing Expenses $15,000
Lender Origination Fee $30,543
CSCDA Open PACE Fee $35,514
Capitalized Interest $435,745
Total Amount Financed $3,054,302
Use of Funds
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SCHEDULE B: CIRRUS™ LOW CARBON
PACE Equity offers our proprietary CIRRUS™ Low Carbon
building specification that is practical and achievable. This low carbon development financing option features:
• Substantially reduced PACE Equity financing rate
• Tax incentives and utility rebates
• Energy savings and reduced carbon footprint
• Improved property value
• Extensive marketing toolkit that includes a building plaque We’ll work with your team to develop a business case that clearly outlines how a low carbon building can work for you. We offer a smart alternative to green building certification – including the significant benefits of owning a green building plus upfront financial incentives.

SCHEDULE C: PROJECT DEVELOPMENT END-TO-END PROCESS
Project Management

1. Participation in weekly project update and closing calls

2. Create and distribute a PACE Equity status report on a regular basis. This outlines our activities, target timeframes and outstanding documents.

3. Creation, distribution, and clarification of all closing documents

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Energy Engineering and Building Design Optimization

1. Our internal Energy Solution Development Leader and an external energy modeler will create 3 building models:
a. A baseline of current code or existing building conditions b. Current proposed building design or improvements
c. PACE Equity’s Low Carbon Objective

2. Evaluate and analyze the engineering drawings for opportunities to optimize design, reduce total cost of ownership and boost return on equity.
a. A comparison of the Low Carbon Objective as it relates to all building systems b. Provide low-cost recommendations which improve building performance, increase cash flow and creates increased NOI to enhance return on equity

3. Create the scope of work to be funded by PACE Equity and compute the weighted average life of the scope in order to maximize the amortization term. PACE Equity will utilize multiple sources of data for weighted average life and as needed, work with contractors to qualify the project for the maximum term.

4. Using the models created, compute the savings for each of the eligible improvements over the baseline, as required for local district compliance

5. Provide an energy savings guarantee to comply with state requirements (only in WI/MI)

6. Hire a firm to complete a third-party review to comply with state requirements (DC/TX)

Lender and Capital Stack Approvals

1. Host conference calls, meetings and discussions with lenders and other funding sources (such as tax credit lenders) on the funding structure

2. Educate the project lender(s) on the mechanics of PACE financing in order to secure their approval for the required written lender consent. This includes the closing & funding process, disbursements, and default scenarios.

3. Collaborate with the Client to understand lender concerns and propose solutions to address them through risk mitigation tools that PACE Equity has employed in the past.

4. Coordinate the timing of disbursements with all capital source

PACE District Approval

1. Complete pre- and full project application including all required documents and PACE Equity’s Energy Engineering

2. Manage the approval process by the district including any questions, document submittals or clarifications in order to obtain the final approval

3. Ensure throughout the process the project is meeting the requirements of the district and all deliverables, funding amount and term shall be approved. If there are project changes that are outside of PACE Equity’s control which may change the terms herein, Client shall be notified.

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OUR CLIENTS SHARE THEIR EXPERIENCES REGARDING FAST TRACK™ FUNDING “They explained the Fast Track™ process which outlined our expectations...and it all went according to the plan.” Josh Jeffers, Owner, J. Jeffers Company “When everything else was complicated, PACE Equity stood out as easy.” David Crisafi, Principal, Ceres Enterprises
“PACE Equity’s capital not only boosted our overall returns, but their Fast Track™ process and engineering prowess made working with them an easy choice.” Ebbie Nakhjavani, Chief Executive Officer, EKN Development Group Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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FINANCING COMMITMENT AND

PROJECT DEVELOPMENT AGREEMENT

PREPARED FOR TGC MORENO, LLC
Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 2

FINANCING COMMITMENT AND PROJECT DEVELOPMENT AGREEMENT
Client TGC Moreno, LLC
Date of Issuance September 14, 2023
Property Address 24455 Hemlock Ave, Moreno Valley, CA, 92557 Local PACE Program CSCDA Open PACE
Project Description The refinancing of a Wood Spring Suites hotel with 122 additional units.

Proposed Funding Amount $2,500,033 of direct project costs.

The total funding amount will additionally include all fees, closing expenses, capitalized interest as defined herein.

Term 30 years. This excludes the capitalized interest period. Note – term is subject to meeting or exceeding the weighted average useful life of the installed measures.

Interest Rate Standard funding: The interest rate is based upon the greater of 10-year UST plus a spread of 425 bps or 8.17% and will be locked 7-14 days before closing.

Pricing considerations include LTV, term of assessment, prepayment provisions, underwriting requirements and cash equity invested.

Closing Date The anticipated Closing Date established with the Client is November 1, 2023.

Expiration This Agreement will expire on September 15, 2023, without signature.

Project Funding Sources

Current anticipated cash equity: >15% (based on % total dev cost) Property Value Assumption The value at stabilization is expected to be $20,000,000. This shall be confirmed via the appraisal.

Anticipated PACE to Value: 15% - 20 based on value @ stabilization, per the appraisal.

Capitalized Interest Interest will accrue from Closing to the date at which amortization begins prior to the first payment. Capitalized Interest is included in the Total Amount Financed to be amortized over the term.

Annual Servicing PACE Equity will charge an annual servicing fee of $0.00.

Target Capital Stack
PACE Equity - Total Assessment $ 3,100,716 15% Mortgage $ 12,350,000 61%
Equity $ 4,923,343 24%
Total Development Budget $ 20,374,059 100%
Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 3
Legal & Closing Expenses Included in the closing proceeds and payable to PACE Equity will be legal, & closing costs currently estimated to be $15,000. PACE Equity will not engage lawyers and incur legal expenses until authorized in writing or email by the Client to proceed to closing.

Legal costs will be actual expenses included in the closing proceeds.

Project Development:

Lender Origination Fee PACE Equity will include in the closing proceeds a Lender Origination Fee of 1% of the total amount financed.

Expense Deposit A deposit of $10,000 is due with the execution of this Agreement.

The deposit is refundable at closing but non-refundable if the project does not close.

Deposits will be refunded at closing or netted out against any overage on legal costs not included in the proceeds.

Local PACE Program Costs CSCDA Open PACE stipulates program administration costs calculated as follows:

A one-time PACE program administration closing cost of 1.42% of the Project Finance Amount that will paid upfront at closing.

An ongoing annual PACE program administration fee in the amount $2,050 will be included in the total annual PACE assessment payment.

Prepayment 3% years 1-2, 2% years 3-4, 1% years 5-10, with no penalty thereafter.

Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 4

PACE Equity reserves the right to require a Phase II or decline a project with major environmental issues at PACE Equity’s discretion.
 Construction Contract. PACE Equity's receipt of an executed contract with general/installation contractor(s) to PACE Equity funded measures outlined in the final scope of work, including construction schedule and estimated disbursement schedule.  Utility Impact Analysis. Receipt of Impact Analysis Report, describing final energy-efficiency implementation measures to be financed, costs and projected energy savings calculations, and weighted average useful life of the improvements to be funded.  PACE Program Approval. Project must be approved by local PACE Program administrator and meet all eligibility requirements. Local PACE programs may change their fees (referenced in the Local PACE Program Costs section) without notice. Cities or counties may add on fees which are unknown during the preparation of this Agreement. All Local PACE Program fees shall be marked to actual. PACE Programs have specific requirements for a project to be approved. A full list of requirements is available upon request.

Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 5
 Lender Consent. Written acknowledgement by mortgage lender(s) to the PACE Special Assessments.
 Title. A current title report must reveal that title is not subject to power of attorney, easements or subordination agreements restricting authority of the Property Owner(s) to agree to a PACE assessment.
 Insurance. PACE Equity, LLC shall be a named insured on the property insurance policy and shall provide a specific naming request to be added as additional insured.  General Underwriting.
o The building/property must be current on all property tax and mortgage payments. No property tax delinquencies or tax liens by the Client and their affiliates in last five (5) years. o The Property Owner has not had any Property sold at foreclosure or bankruptcies in the previous 5 years
o The Property Owner must not have any involuntary liens, defaults, or judgments applicable to the subject Property
o A satisfactory background check of all principals/sponsors performed by PACE Equity o A satisfactory KYC check
o Enforceability of PACE Assessment and that all assessments and documents have been duly recorded

Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 6
We look forward to working with you on this project. Should the terms be acceptable, please sign below and return a copy via email.

Sincerely,
Ethan L. Elser
Executive Vice President
PACE Equity, LLC
Reviewed and Accepted
TGC Moreno, LLC

BY:

Signature:

Title:

Date:

Nick Esterl
Manager
09 / 14 / 2023
Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 7

Both Client and PACE Equity shall have the ability to terminate this Agreement. The Client shall be able to terminate this Agreement for the any of the following reasons:

1. The project is cancelled.

2. The mortgage lender is not willing to provide lender consent.

If Client terminates for one of these reasons or PACE Equity terminates this Agreement, PACE Equity shall invoice Client for any Legal & Closing Expenses, Local PACE Program Costs and Project Development costs incurred which include internal cost allocations, subject to the not to exceed budgets. If Client terminates this Agreement for any other reason, a termination fee of 1% of the proposed PACE funding amount shall additionally be due to PACE Equity. If a Legal & Closing deposit has been received this will be credited to the amount due and any unused amount will be returned to Client. Invoices are payable within 30 days. The Confidentiality, and Limitation of Liability under this Agreement shall be binding upon the parties hereto and shall survive the expiration or termination of this Agreement for a period of 2 years.

Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 8
SCHEDULE A: FUNDING SUMMARY
Standard
CIRRUS Low Carbon
Funding Summary for TGC Group LLC-WoodSpring Suites Moreno Valley CA Direct Construction Costs $2,500,033 Pricing Scenario Standard PACE Equity Prepayment Years 1-2 3%, 3-4 2% 5-10 1%Amortization Term 30 years Annual Tax Assessment $289,519 First Payment Date 12/10/2025 Interest Rate Greater of 8.17% / 425 bps over 10 yr UST Direct Construction Costs To Be Deposited in Disbursing Account $2,500,033 Project Development $37,500
Legal and Closing Expenses $15,000
Lender Origination Fee $31,007
CSCDA Open PACE Fee $35,526
Capitalized Interest $481,650
Total Amount Financed $3,100,716
Use of Funds
Funding Summary for TGC Group LLC-WoodSpring Suites Moreno Valley CA Direct Construction Costs $2,500,033 Pricing Scenario CIRRUS Low Carbon PACE Equity Prepayment Years 1-2 3%, 3-4 2% 5-10 1%Amortization Term 30 years Annual Tax Assessment $267,494 First Payment Date 12/10/2025 Interest Rate Greater of 7.77% / 355 bps over 10 yr UST Direct Construction Costs To Be Deposited in Disbursing Account $2,500,033 Project Development $37,500
Legal and Closing Expenses $15,000
Lender Origination Fee $30,543
CSCDA Open PACE Fee $35,514
Capitalized Interest $435,751
Total Amount Financed $3,054,341
Use of Funds
Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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SCHEDULE C: PROJECT DEVELOPMENT END-TO-END PROCESS
Project Management

1. Participation in weekly project update and closing calls

2. Create and distribute a PACE Equity status report on a regular basis. This outlines our activities, target timeframes and outstanding documents.

3. Creation, distribution, and clarification of all closing documents

Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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Proprietary and Confidential Page 10
Energy Engineering and Building Design Optimization

4. Using the models created, compute the savings for each of the eligible improvements over the baseline, as required for local district compliance

5. Provide an energy savings guarantee to comply with state requirements (only in WI/MI)

6. Hire a firm to complete a third-party review to comply with state requirements (DC/TX)

Lender and Capital Stack Approvals

1. Host conference calls, meetings and discussions with lenders and other funding sources (such as tax credit lenders) on the funding structure

3. Collaborate with the Client to understand lender concerns and propose solutions to address them through risk mitigation tools that PACE Equity has employed in the past.

4. Coordinate the timing of disbursements with all capital source

PACE District Approval

1. Complete pre- and full project application including all required documents and PACE Equity’s Energy Engineering

2. Manage the approval process by the district including any questions, document submittals or clarifications in order to obtain the final approval

Doc ID: bca0946d107fd938441ea83f09125af9293a435f
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PACE Equity Updated Commitment
PE Commitme... 091423.pdf and 1 other
bca0946d107fd938441ea83f09125af9293a435f

MM / DD / YYYY
Signed
09 / 14 / 2023
16:25:25 UTC
Sent for signature to Nick Esterline ([email protected]) from [email protected]
IP: 184.55.116.198
09 / 14 / 2023
17:03:24 UTC
Viewed by Nick Esterline ([email protected])
IP: 70.168.136.75
09 / 14 / 2023
17:43:13 UTC
Signed by Nick Esterline ([email protected])
IP: 174.210.161.160
The document has been completed.09 / 14 / 2023
17:43:13 UTC
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CITY OF BELLFLOWER
RESOLUTION NO. 03-50

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELLFLOWER APPROVING, AUTHORIZING, AND DIRECTING

EXECUTION OF AN AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT (AGREEMENT FILE NO.
357) RELATING TO THE CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT AUTHORITY ( "AUTHORITY ")

AND APPROVING THE AUTHORITY'S ISSUANCE OF TAX -

EXEMPT REVENUE BONDS FOR A LOCAL KAISER

PERMANENTE PROJECT (BELLFLOWER MEDICAL CENTER)
AGREEMENT FILE NO. 357.1)
WHEREAS, the City of Bellflower, California ( "City "), has expressed an interest in participating in the economic development financing programs ( "Programs ") in conjunction with the parties to that certain Amended and Restated Joint Exercise of Powers Agreement relating to the California Statewide Communities Development Authority, dated June 1, 1988 ( "Agreement "); and
WHEREAS, it is in the public interest and for the public benefit that the City enter into this Agreement as the Authority currently provides local governments, nonprofits, and private industry (manufacturing and solid waste businesses) access to low -cost, tax - exempt financing for certain qualified projects, including facilities, equipment, housing, and other projects meeting the requirements for tax - exempt financing under the Internal Revenue Code; and
WHEREAS, the City proposes to participate in the Programs and desires that certain projects to be located within the City be financed pursuant to the Programs.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER AS FOLLOWS:

SECTION 1. The Amended and Restated Joint Exercise of Powers Agreement Agreement File No. 357) is hereby approved and the City Administrator, or his designee, is hereby authorized and directed to execute the Agreement on behalf of the City.

SECTION 2. The Program Participant Approval relating to Kaiser Permanente's Refunding Revenue Bonds, Series 2003 (Agreement File No. 357.1) is hereby approved and the City Administrator, or his designee, is hereby authorized and directed to execute this document on behalf of the City.

Page 1 of 2 ends

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City of Bellflower
Resolution No. 03 -50

Page 2 of 2 ends

SECTION 3. The City Administrator, or his designee, is hereby authorized and directed to execute any 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 4. The City Clerk, or her duly appointed Deputy, shall forward a certified copy of this Resolution and an originally executed Agreement and Program Participant Approval to:

Angie Sessions
Orrick, Herrington & Sutcliffe, LLP
400 Capital Mall, Suite 3000
Sacramento, CA 95814
SECTION 5. The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of Bellflower and the City Clerk, or her duly appointed Deputy, is directed to attest thereto.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER ON THIS 14th DAY OF JULY 2003.

Scott A:-L!If sen, Mayor '
r
ATTEST:

Debra D. Bauchop, City Clerk
Doc 86692
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STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES ) SS

CITY OF BELLFLOWER )
I, Debra D. Bauchop, City Clerk of the City of Bellflower, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 03 -50 was duly passed, approved, and adopted by the City Council of the City of Bellflower at its Regular Meeting of July 14, 2003, by the following vote to wit:

AYES: Council Members - Bomgaars, Pratt, Smith, King, and Mayor Larsen Dated: July 15, 2003
le-
401
Debra D. Bauchop, City Clerk
City of Bellflower, California
SEAL)
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CITY OF BELLFLOWER
Agreement File No. 357
Ref. Resolution No. 03 -50)

AMENDED AND RESTATED

JOINT EXERCISE OF POWERS AGREEMENT

RELATING TO THE CALIFORNIA STATEWIDE COMMUNITIES

DEVELOPMENT AUTHORITY
THIS AGREEMENT, dated as of June 1, 1988, by and
among the parties executing this Agreement (all such parties, except those which have withdrawn in accordance with Section 13 hereof, being herein referred to as the "Program
Participants "):

WITNESSETH
WHEREAS, pursuant to Title 1, Division 7, Chapter 5
of the Government Code of the State of California (the "Joint Exercise of Powers Ac-l"), two or more public agencies may by agreement jointly exercise any power common to the
contracting parties; and
WHEREAS, each of the Program Participants is a
public agency" as that 'term is defined in Section 6500 of the Government Code of the State of California, and
WHEREAS, each of the Program Participants is
empowered to promote economic development, including,
without limitation, the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, and the increase of the tax base, within its boundaries; and
WHEREAS, a public entity established pursuant 'to
the Joint Exercise of Powers Act is empowered to issue
industrial development bonds pursuant to the California Industrial Development Financing Act (Title 10 (commencing with Section 91500 of the Government Code of the State of California)) (the "Act ") and to otherwise undertake financing programs under the Joint Exercise of Powers Act or other applicable provisions of law to promote economic development through the issuance of bonds, notes, or other evidences of indebtedness, or certificates of participation in leases or other agreements (all such instruments being herein
collectively referred to as "Bonds "); and
WHEREAS, in order 'to promote economic
development within the State of California, the County
Supervisors Association of California ( "CSAC "), together with the California Manufacturers Association, has established the Bonds for Industry program (the "Program "),
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WHEREAS, in 'furtherance of the Program, certain
California counties (collectively, the "Initial Participants ") have entered into that certain Joint Exercise of Powers Agreement dated as of November 18, 1987 (the "Initial
Agreement "), pursuant to which the California Counties Industrial Development Authority has been established as a separate entity under the Joint Exercise of Powers Act for the purposes and with the powers specified in the Initial
Agreement; and
WHEREAS, the League of California Cities ( "LCC ")
has determined to join as a sponsor of the Program and to actively participate in the administration of the Authority; and WHEREAS, the Initial Participants have determined
to specifically authorize the Authority to issue Bonds pursuant to Article 2 of the Joint Exercise of Powers Act ( "Article 2 ") and Article 4 of the Joint Exercise of Powers Act ( "Article 4 as well as may be authorized by the Act or other applicable law; and
WHEREAS, the Initial Participants desire to rename
the California Counties Industrial Development Authority to better reflect the additional sponsorship of the Program; and WHEREAS, each of the Initial Participants has
determined that it is in the public interest of the citizens within its boundaries, and to the benefit of such Initial Participant and the area and persons served by such Initial Participant, to amend and restate in its entirety the Initial Agreement in order to implement the provisions set forth above; and
WHEREAS, it is the desire of the Program
Participants to use a public entity established pursuant to the Joint Exercise of Powers Act to undertake projects within their respective jurisdictions that may be financed with Bonds issued pursuant to the Act, Article 2, Article 4, or other applicable provisions of law; and
WHEREAS, the projects undertaken will result in
significant public benefits, including those public benefits set forth in Section 91502.1 of the Act, an increased level of economic activity, or an increased tax base, and will therefore serve and be of benefit to the inhabitants of the jurisdictions of the Program Participants;
NOW, THEREFORE, the Program Participants, for
and in consideration of the mutual promises and agreements herein contained, do agree to restate and amend the Initial Agreement in its entirety 'to provide as follows:
2 - Page 35 of 47 -

Section I. Purpose.

This Agreement is made pursuant 'to the provisions
of the Joint Exercise of Powers Act, relating to the joint exercise of powers common to public agencies, in this case being the Program Participants, The Program Participants each possess the powers referred to in the recitals hereof.

The purpose of this Agreement is to establish an agency for, and with the purpose of, issuing Bonds to finance projects within the territorial limits of the Program Participants pursuant to the Act, Article 2, Article 4, or other appliable provisions of law; provided, however that nothing in this Agreement shall be construed as a limitation on the rights of the Program Participants to pursue economic development outside of this Agreement, including the rights to issue Bonds through industrial development authorities under the Act, or as otherwise permitted by law.

Within the various jurisdictions of the Program
Participants such purpose will be accomplished and said powers exercised in the manner hereinafter set forth.

Section 2. Term.

This Agreement shall become effective as of the
date hereof and shall continue in full force and effect for a period of 'forty (40) years from the date hereof, or until such time as it is terminated in writing by all the Program
Participants; provided, however, that this Agreement shall not terminate or be terminated until the date on which all Bonds or other indebtedness issued or caused to be issued by the Authority shall have been retired, or full provision shall have been made for their retirement, including interest until their retirement date.

Section 3. Authority.

A. CREATION AND POWERS OF AUTHORITY.
1 ) Pursuant to the Joint Exercise of Powers Act,
there is hereby created a public entity to be known as the California Statewide Communities Development Authority" (the Authority "), and said Authority shall be a public entity separate and apart frorn the Program Participants. Its debts, liabilities and obligations do not constitute debts, liabilities or obligations of any party to this Agreement.

B. COMMISSION.

The Authority shall be administered by a Commission
the "Commission ") which shall consist of seven members, each 3 - Page 36 of 47 -

serving in his or her individual capacity as a member of the Commission. The Commission shall be the administering
agency of this Agreement, and, as such, shall be vested with the powers set 'forth herein, and shall execute and administer this Agreement in accordance with the purposes and functions provided herein.

Four mernbers of the Commission shall be appointed
by the governing body of CSAC and three members of the
Commission shall be appointed by the governing body of LCC.

Initial members of the Commission shall serve a term ending June 1, 1991. Successors to such members shall be selected in the manner in which the respective initial member was selected and shall serve a term of three years. Any
appointment to fill an unexpired Term, however, shall be for such unexpired term. The term of office specified above shall be applicable unless the term of office of the respective mernber is terminated as hereinafter provided, and provided that the term of any member shall not expire until a successor thereto has been appointed as provided herein.

Each of CSAC and LCC may appoint an alternate
member of the Commission for each member of the Commission which it appoints. Such alternate member may act as a
member of the Commission in place of and during the absence or disability of such regularly appointed member. All
references in this Agreement to any member of the Commission shall be deemed to refer to and include the applicable
alternate member when so acting in place of a regularly appointed member.

Each member or alternate member of the
Commission may be removed and replaced at any time by the governing body by which such member was appointed. Any
individual, including any member of the governing body or staff of CSAC or LCC, shall be eligible to serve as a member or alternate member of the Commission.

Members and alternate members of the Commission
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 rnernber or alternate member, if the Commission shall determine that such expenses shall be reimbursed and there are unencumbered funds
available for such purpose.

C. OFFICERS; DUTIES; OFFICIAL BONDS.

The Commission shall elect a Chair, a Vice - Chair,
and a Secretary of the Authority from among its members to serve for such term as shall be determined by the Commission.

The Commission shall appoint one or more of its officers or 4 - Page 37 of 47 -

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 for such term as shall be determined by the Commission.

Subject to the applicable provisions of any
resolution, indenture or other instrument or proceeding authorizing or securing Bonds (each such resolution,
indenture, instrument and proceeding being herein referred to as an "Indenture ") providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all money of the Authority, from whatever source derived.

The Treasurer of the Authority shall have the
powers, duties and responsibilities specified in Section 6505.5 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 Commission but in no event less than $1,000. If and to the extent permitted by law, any such officer may satisfy this requirement by filing an official bond in at least said amount obtained in connection with another public office.

The Commission shall have Lhe power to appoint
such other officers and employees as it may deem necessary and to retain independent counsel, consultants and
accountants.

The Commission shall have the power, by resolution,
to the extent permitted by 'the Joint Exercise of Powers Act or any other applicable law, to delegate any of its functions to one or more of the members of the Commission or officers or agents of the Authority and to cause any of said members, officers or agents to take any actions and execute any
documents or instruments for and in the name and on behalf of the COmmission or the Authority.

D. MEETINGS OF THE COMMISSION.
1) Regular Meetings.

The Commission 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 Commission and a copy of such resolution shall be filed with each party here lo.
5 - Page 38 of 47 -

2) Special Meetings.

Special meetings of the Commission may be called
in accordance with the provisions of Section 54956 of the Government Code of the State of California.
3) Ralph M. Brown Act.

All meetings of the Commission, 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).
4) MinLltes.

The Secretary of the Authority shall cause to be
kept minutes of the regular, adjourned regular, special, and adjourned special meetings of the Commission and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Commission. 5) Quorum.

A majority of the members of the Commission which
includes at least one member appointed by the governing body of each of CSAC and LCC shall constitute a quorum for the transaction of business. No action may be taken by the
Commission except upon the affirmative vote of a majority of the members of the Commission which includes at least one member appointed by the governing body of each of CSAC and LCC, 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 Commission such rules and regulations for the conduct of its meetings and affairs as may be required.

Section 4. Powers.

The Authority shall have any and all powers
relating to economic development authorized by law to each of the parties hereto and separately to the public entity herein created, including, without limitation, the promotion of opportunities for the creation and retention of employment, the stimulation of economic activity, and the increase of 'the tax base, within the jurisdictions of such parties. Such powers shall include -the common powers specified in this 6 - Page 39 of 47 -

Agreement and may be exercised in the manner and according to the method provided in this Agreement. All such powers common to the parties are specified as powers of the
Authority. The Authority is hereby authorized to do all acts necessary for the exercise of such powers, including, but not limited to, any or all of the following: to make and enter into contracts; to employ agents and employees; to acquire,
construct, provide for maintenance and operation of, or maintain and operate, any buildings, works or improvements; to acquire, hold or dispose of property wherever located; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and any governmental entity; to sue and be sued in its own name; and generally to do any and all things necessary or convenient to 'the promotion of economic development,
including without limitation the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, and the increase of the -tax base, all as herein contemplated. Without limiting the generality of the foregoing, the Authority may issue or cause to be issued bonded and other indebtedness, and pledge any property or revenues as security to 'the extent permitted under the Joint Exercise of Powers Act, including Article 2 and Article 4, the 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 until a California general law city shall become a Program
Participant, at which time it shall be subject to the
restrictions upon the manner in which a California general law city 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 the Authority, 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, 1988.
7 - Page 40 of 47 -

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 hereof, after payment of all expenses and liabilities of the Authority, all property of the Authority both real and personal shall automatically vest in the Program Participants and shall thereafter remain -the sole property of the Program
Participants; provided, however, that any surplus money on hand shall be returned in proportion to the contributions made by the Program Participants.

Section 7. Bonds.

The Authority shall issue Bonds for the purpose of
exercising its powers and raising the 'funds necessary to carry out its purposes under this Agreement. Said Bonds may, at the discretion of Authority, be issued in series.

The services of bond counsel, financing consultants
and other consultants and advisors working on the projects and/or their financing shall be used by the Authority. The fees and expenses of such counsel, consultants, advisors, and the expenses of CSAC, LCC, and the Commission shall be paid from the proceeds of the Bonds or any other unencumbered funds of the Authority available for such purpose.

Section 9. Local Approval.

A copy of the application for financing of a project
shall be filed by the Authority with the Program Participant in whose jurisdiction the project is to be located. The Authority shall not issue Bonds with respect to any project unless the governing body of the Program Participant in whose
jurisdiction the project is to be located, or its duly authorized designee, shall approve, conditionally or unconditionally, the project, including the issuance of Bonds therefor. Action to approve or disapprove a project shall be taken within 45 days of the filing with the Program Participant. Certification of approval or disapproval shall be made by the clerk of the governing body of the Program Participant, or by such other officer as may be designated by the applicable Program
Participant, to the Authority.

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 Program Participant, CSAC, or LCC or pledge of the faith and credit of the Program Participants, CSAC, LCC, or the - Page 41 of 47 -

Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall under no circumstances be obligated to pay the Bonds or the respective project costs except from revenues and other funds pledged therefor.

Neither the Program Participants, CSAC, LCC, nor the
Authority shall be obligated to pay the principal of, premium, if any, or interest on 'the Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Program Participants nor the faith and credit of CSAC, LCC, or the Authority shall be pledged to the payment of the principal of, premium, if any, or interest on 'the Bonds nor shall the Program Participants, CSAC, LCC, or the Authority in any manner be obligated to make any appropriation for such
payment.

No covenant or agreement contained in any Bond or
Indenture shall be deemed to be a covenant or agreement of any member of the Commission, or any officer, agent or
employee of the Authority in his individual capacity and neither the Commission of the Au'thori'ty nor any 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.

Section 10. 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 Program Participant.

The Treasurer of 'the Authority shall cause an
independent audit to be made of the books of accounts and financial records of the Agency 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 public records with each Program Participant and also with the county auditor of each county in which a Program Participant is located.

Such report shall be filed within 12 months of the end of the Fiscal Year or Years under examination.
9 - Page 42 of 47 -

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 Commission may, by
resolution adopted by unanimous vote, replace the annual special audit with an audit covering a two -year period.

The Treasurer of the Authority, within 120 days
after the close of each Fiscal Year, shall give a complete written report of all financial activities for such Fiscal Year to each of the Program Participants to the exte tit such activities are not covered by the reports of the trustees for the Bonds.

The trustee appointed under each indenture shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said Indenture. Said trustee may be given such duties in said Indenture as may be desirable to carry out this Agreement.

Section 11. Funds.

Subject to the applicable provisions of each
Indenture, which may provide for a trustee 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 Section 10 hereof, and shall make the
disbursements required by this Agreement or otherwise
necessary 'to carry out any of the provisions or purposes of this Agreement.

Section 12. Notices.

Notices and other communications hereunder to the
Program Participants shall be sufficient if delivered to the clerk of the governing body of each Program Participant.

Section 13. Withdrawal and Addition of Parties.

A Program Participant may withdraw from this
Agreement upon written notice to the Commission; provided, however, that no such withdrawal shall result in -the
dissolution of the Authority so long as any Bonds remain outstanding under an Indenture. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Commission 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. 10 - Page 43 of 47 -

Qualifying public agencies may be added as parties
to this Agreement and become Program Participants upon: (i) the filing by such public agency of an executed counterpart of this Agreement, together with a certified copy of the
resolution of the governing body of such public agency
approving this Agreement and the execution and delivery hereof; and (ii) adoption of a resolution of 'the Commission approving the addition of such public agency as a Program Participant. Upon satisfaction of such conditions, the
Commission shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing.

Section 14. Indemnification.

To the full extent permitted by law, the Commission
may authorize indemnification by the Authority of any person who is or was a member or alternate member of the
Commission, 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 member or alternate member of the Commission, or an officer, employee or other agent of the Authority, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and 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.

Section 15. 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 parties hereto for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. 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 party making such advance at the time of such advance.

Section 16. Immunities.

All of the privileges and immunities from
liabilities, exemptions from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents or employees of Program Participants when performing their 11 - Page 44 of 47 -

respective 'functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged as members of the
Commission or otherwise as an officer, agent or other
representative of the Authority or while engaged in the performance of any of their functions or duties
extraterritorially under the provisions of this Agreement.

Section 17. Amendments.

Except as provided in Section 13 above, this
Agreement shall not be amended, modified, or altered except by a written instrument duly executed by each of the Program Participants.

Section 18. Effectiveness.

This Agreement shall become effective and be in full
force and effect and a legal, valid and binding obligation of each of the Program Participants at 9:00 a.m., California time, on the date that the Commission shall have received from each of the Initial Participants an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing body of each such Initial Participant approving this Agreement and the execution and delivery hereof.

Section 19. Partial Invalidity.

If anyone 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 compe'ten't 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 20. 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 party may assign any right or obligation hereunder without the consent of the other parties.

Section 21. 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 sarne instrument. 12 - Page 45 of 47 -

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 is made in the State of California,
under the Constitution and laws of such state and is to be so construed.

This Agreement is the complete and exclusive
statement of the agreement among the parties hereto, which supercedes and merges all prior proposals, understandings, and other agreements, including, without limitation, the Initial Agreement, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written.

SEAL]
ATTEST:
1_1
By ZI
Name: Debra D. Bauchop
Title: City Clerk
13 Program Participant:

CI TY F B e,
By
Name: Michael /J. Egan
Title: City Administrator
- Page 46 of 47 -

CITY OF BELLFLOWER

CSCDA PROGRAM PARTICIPANT APPROVAL
City of Bellflower Agreement File No. 357.1)
for

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

REFUNDING REVENUE BONDS

KAISER PERMANENTE)
SERIES 2003 (herein, the "Bonds ")
Kaiser Foundation Hospitals, dba Kaiser Permanente ( "Kaiser "), has submitted an application to California Statewide Communities Development Authority (the "Authority ") for its assistance in issuing the Bonds in an aggregate principal amount not to exceed 240,000,000 to refund prior tax - exempt bonds, which financed various Kaiser facilities throughout the State of California. The City of Bellflower is a Program Participant of the Authority ( "Participant ") in which a portion of the Project being refinanced with the Bonds is located (the "Local Project "). The location and a description of -the Local Project, and the approximate amount of prior bond proceeds spent on the Local Project, is set forth in the Authority application. A copy of Kaiser's application to the Authority has been provided to the Participant.

Section 9 of the Authority's Joint Exercise of Powers Agreement, which the Participant has signed, requires that the Participant approve the Local Project and the issuance of the Bonds before the Authority may issue the Bonds. Participant has been advised that there is no legal requirement for it to conduct a public hearing for federal tax purposes or otherwise prior to approval or issuance of the Bonds.

The undersigned is authorized to provide approval of the Local Project and issuance of the Bonds for the purposes described above on behalf of the City Council and hereby certifies to the Authority that the Local Project and the issuance of the Bonds is hereby approved.

Dated: July 14, 2003.

City of Bellflower
Michael J. Egan, Pity Administrator
Doc 86695
- Page 47 of 47 -

Bellflower City CouncilJanuary 11, 2024

Bellflower City Council
January 11, 2024