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INDEMNIFICATION AGREEMENT <br />BY AND BETWEEN <br />THE CITY OF SANTA ANA AND <br />FIGTREE COMPANY, INC. <br />This Indemnification Agreement (the "Agreement ") is entered into by and between the City of <br />Santa Ana, a charter city and municipal corporation duly organized and existing under the laws <br />of the State of California (the "Public Entity ") and Figtree Company, Inc., a California <br />corporation, the administrator of the Figtree Property Assessed Clean Energy and Job Creation <br />Program (the "Administrator "), which is a program of the California Enterprise Development <br />Authority, a California joint exercise of powers authority (the "Authority "). <br />RECITALS <br />WHEREAS, the Authority is a joint exercise of powers authority whose members include <br />the Public Entity in addition to other cities and counties in the State of California; and <br />WHEREAS, the Authority established the Figtree Property Assessed Clean Energy and <br />Job Creation Program (the "Figtree PACE Program ") to allow the financing of certain renewable <br />energy, energy efficiency and water efficiency improvements that are permanently affixed to real <br />property through the levy of assessments voluntarily agreed to by the participating property <br />owners pursuant to Chapter 29 of Division 7 of the Streets and Highways Code ( "Chapter 29 ") <br />and the issuance of improvement bonds, or other forms of indebtedness, under the Improvement <br />Bond Act of 1915 upon the security of the unpaid assessments; and <br />WHEREAS, the Authority has conducted or will conduct proceedings required by <br />Chapter 29 with respect to the territory within the boundaries of the Public Entity; and <br />WHEREAS, the legislative body of the Public Entity adopted or will adopt a resolution <br />authorizing the Public Entity to join the Figtree PACE Prograrn; and <br />WHEREAS, the Public Entity will not be responsible for the formation, operation and <br />administration of the Figtree PACE Program as well as the sale and issuance of any bonds or <br />other forms of indebtedness in connection therewith, including the conducting of assessment <br />proceedings, the levy and collection of assessments and any remedial action in the case of such <br />assessment payments, and the offer, sale and administration of any bonds issued by the Authority <br />on behalf of the Figtree PACE Program; and <br />WHEREAS, the Administrator is the administrator of the Figtree PACE Program and <br />agrees to indemnify the Public Entity in connection with the operations of the Figtree PACE <br />Program asset forth herein; <br />NOW, THERFORE, in consideration of the above premises and of the Public Entity's <br />agreement to join the Figtree PACE Program, the parties agree as follows; <br />Exhibit C <br />55C -19 <br />