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Home My WebLink AboutSRCEA Clerk's & Incumbency Certificate for SRCEA 07-10-2018 $8,500,000 SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY JOINT POWERS AUTHORITY (SMER RESEARCH 1 PROJECT) CLERK'S AND INCUMBENCY CERTIFICATE FOR THE SRCEA SMER Research 1, LLP has requested its counsel, Procopio, Cory, Hargreaves & Savitch LLP ("Counsel '), to furnish Counsel's legal opinions (the "Opinions') on certain matters in connection with the Southwest Riverside County Energy Authority Joint Powers Authority (the "SRCEA"). In connection with the Opinions, SMER Research 1, LLC requests that this Clerk's and Incumbency Certificate of the SRCEA ("Certificate") be furnished to SMER Research 1, LLP and its Counsel with respect to the factual matters set forth below, and the undersigned understands that SMER Research 1, LLP and its Counsel will be relying on the following representations in connection with the Opinions. The undersigned states and certifies that: A. I am the duly appointed, qualified and acting Clerk of the SRCEA, a joint powers authority duly organized and validly existing under the laws of the State of California, and operating pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, title 1 of the California Government Code (the "Act") and pursuant to a Joint Powers Authority Agreement, dated as of October 17, 2017 (the "Agreement'), by and between the City of Temecula ("Temecula'), and the City of Lake Elsinore ("Lake Elsinore"), and as such, I am familiar with the facts herein certified and I am authorized and qualified to certify the same on behalf of the SRCEA. B. Attached hereto as Exhibit A is a true, correct and complete copy of the Agreement, including any and all amendments thereto, which each member of the Authority has duly executed, which Agreement has not been amended, modified or rescinded in any way and is in full force and effect as of the date hereof. C. Attached hereto as Exhibit B is a true, correct and complete copy of the Notice of Joint Powers Agreement (the "Notice") filing made by the SRCEA with the California Secretary of State's Office, file stamped March 14, 2018. D. On March 18, 2018, the SRCEA filed a copy of the full text of the Agreement, with the Controller. Attached as Exhibit C is a true, correct and complete copy of the SRCEA's letter to the Controller dated March 8, 2018. E. Attached hereto as Exhibit D is a true, complete and correct copy of the most recent Statement of Facts Roster of Public Agencies filing made by the SRCEA with the California Secretary of State's Office, file stamped March 16, 2018. 1 DOCS 3334280.1 F. Attached hereto as Exhibit E is a true, complete and correct copy of the Bylaws of the SRCEA along with the procedural and operational rules of the SRCEA. G. On December 22, 2017, the SRCEA Board of Directors held a special meeting. Attached hereto as Exhibit F is a true and correct copy of the December 22, 2017 meeting agenda ("December Meeting Agenda") and agenda packet ("December Agenda Packet"). The SCREA posted the December Agenda at least 24 hours prior to the December 22, 2017 meeting in a location that is freely accessible to members of the public. SRCEA does not have a website. The SRCEA made the December Agenda Packet available for public inspection at the time the December Agenda Packet was distributed to all, or a majority of all, of the members of the SRCEA's Board of Directors. Attached hereto as Exhibit G is a true and correct copy of the minutes of the meeting held December 22, 2017. H. On February 14, 2018, the SRCEA Board of Directors held a special meeting. Attached hereto as Exhibit H is a true and correct copy of the February 14, 2018 meeting agenda ("February Agenda") and agenda packet ("February Agenda Packet"). The SRCEA posted the February Agenda at least 24 hours prior to the February 14, 2018 meeting in a location that is freely accessible to members of the public. The SRCEA made the February Agenda Packet available for public inspection at the time the February Agenda Packet was distributed to all, or a majority of all, of the members of the SRCEA's Board of Directors. Attached hereto as Exhibit I is a true and correct copy of the minutes of the meeting held February 14, 2018. I. The February Agenda Packet included the documents which were to be considered and decided upon by SRCEA at the February 14, 2018 meeting. Resolutions of the SRCEA approving and authorizing the execution and delivery of certain documents for the SRCEA's participation in SMER Research 1 Project (collectively, and together with the Resolution No. 2018-05 (the "Ratification Resolution"), the "SRCEA Resolutions") were duly adopted at a meeting of the governing board of the SRCEA that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the SRCEA Resolutions are in full force and effect and has not been modified, amended, or rescinded as of the Closing Date. Attached hereto as Exhibit J are true and correct copies of Resolution Nos. 2018-01, 2018-02, 2018-03 and 2018-04, adopted by the SRCEA Board at the February 14, 2018 meeting. J. On June 26, 2018, the SRCEA Board of Directors held a special meeting. Attached hereto as Exhibit K is a true and correct copy of the June 26, 2018 meeting agenda ("June Agenda") and agenda packet ("June Agenda Packet"). The SRCEA posted the June Agenda at least 24 hours prior to the June 26, 2018 meeting in a location that is freely accessible to members of the public. The SRCEA made the June Agenda Packet available for public inspection at the time the June Agenda Packet was distributed to all, or a majority of all, of the members of the SRCEA's Board of Directors. K. The June Agenda Packet included the documents which were to be considered and decided by the SRCEA at the June 26, 2018 meeting. The SRCEA Board of Directors duly adopted the Ratification Resolution ratifying _prior actions including, without limitation, Resolutions 2018-01, 2018-02, 2018-03 and 2018-04 and ratifying the appointments of Jason Simpson as SRCEA Executive Director and Treasurer/Auditor, David Mann as SRCEA Counsel, 2 DOCS 3334280.1 and Susan Domen, MMC, as SRCEA Clerk at a meeting that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Ratification Resolution is in full force and effect and has not been modified, amended, or rescinded as of the Closing Date. Attached hereto as Exhibit L is a true and correct copy of the Ratification Resolution. [Continued On Following Page] 3 DOCS 3334280.1 L. The signatures set forth opposite the names and titles of the following persons are the true and correct specimens of, or are, the genuine signatures of such persons, each of whom holds the office designated below: Name and Title Signature Jason Simpson, Executive Director t!t Susan M. Domen, MMC, SRCEA Clerk M. I have made such investigations as I have determined are necessary to permit me to verify the accuracy and completeness of the information set forth in this Certificate. The information set forth in this Certificate are as of the date hereof. I disclaim any obligation to update this Certificate. [Continued On Following Page] 4 DOCS 3334280.1 IN WITNESS WHEREOF, the undersigned has ex uted this Clerk's and Incumbency Certificate of the SRCEA as of this day of , 2018. SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY B Name: Susan M. Domen, MMC Title: SRCEA Clerk The undersigned, in his capacity as Executive Director of the SRCEA, hereby certifies that Susan M. Domen, MMC is the duly appointed, qualified and acting SRCEA Clerk, as such she is an officer of the SRCEA, and that her signature appearing above is her genuine signature. By: NametJa4on Sim s Title: xecutive Director SIGNATURE PAGE OF CLERK'S AND INCUMBENCY CERTIFICATE OF THE SRCEA RELATING TO THE SOUTHWEST RIVERSIDE COUNTY ENERGY AUTHORITY(SMER RESEARCH 1 PROJECT) DOCS 3334280.1 EXHIBIT A DOCS 3334280.1 EXHIBIT B DOCS 3334280.1 EXHIBIT C DOCS 3334280.1 EXHIBIT D DOCS 3334280.1 EXHIBIT E DOCS 3334280.1 EXHIBIT F DOCS 3334280.1 EXHIBIT G DOCS 3334280.1 EXHIBIT H DOCS 3334280.1 EXHIBIT I DOCS 3334280.1 EXHIBIT K DOCS 3334280.1 EXHIBIT L DOCS 3334280.1