HomeMy WebLinkAboutAGENDA REPORT 2016 0302 CCSA REG ITEM 10E ITEM 10.E.
CITY OF MOORPARK.CALIFORNIA
City Council Meeting
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AGENDA REPORT BY: X17' cast-st t"`.•
TO: Honorable City Council
FROM: Jessica Sandifer, Program Manag• e
DATE: February 17, 2016 (CC Meeting of 02116)
SUBJECT: Consider Resolutions Authorizing Participation in the Home
Renovation Energy Opportunity (HERO) and California Home
Finance Authority (CHFA) Property Assessed Clean Energy (PACE)
Programs
BACKGROUND
In 2008, Assembly Bill 811 became law allowing the formation of Property Assessed
Clean Energy or "PACE" programs. PACE programs allow property owners to finance
energy efficiency, water conservation, and renewable energy projects on existing
residential and commercial structures through a special tax or assessment on the
property.
Individual property owners within the district, by executing program financing
agreements, effectively vote to annex their properties into the district, authorize levy of a
special tax and approve recordation of a special tax lien that only affects their parcel.
This allows the assessment to be placed on the county tax rolls and administered in the
same manner as other property taxes.
There is generally little to no cost or administrative burden for participating cities in a
joint powers authority (JPA) formed for these purposes. The City's role is limited to
authorizing the PACE programs to include the City of Moorpark within the assessment
district boundaries and allowing property owners the option of participating in a PACE
program.
The City Council authorized the City of Moorpark's participation on January 6, 2010.
Two bills passed subsequent to our participation in the CalforniaFIRST program that
expanded the allowable uses of funds and provided for a state loan loss reserve.
Senate Bill 555 became law in 2011 and authorized a jurisdiction(s) to form a voluntary
special-use community facilities district to finance (or refinance) energy efficiency, water
conservation, renewable energy, and electric vehicle charging infrastructure
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Honorable City Council
March 2, 2016
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improvements to private real property, whether the real property or buildings are
privately or publicly owned.
In 2013, Governor Brown signed SB 96, authorizing the establishment of the PACE
Loss Reserve Program to address the Federal Housing Agency's concerns over priority
of loan status. Under SB 96, a Loss Reserve of ten million dollars would be used to
make mortgage lenders whole for any direct losses incurred due to the existence of a
PACE lien on a property during a foreclosure or forced sale.
DISCUSSION
Over the past several years, residential PACE programs have expanded, funding
almost two billion dollars in energy efficiency improvement property loans in California.
Many California jurisdictions are also authorizing new PACE programs to encourage
competition and to provide alternatives. Over the last year, staff has received numerous
requests from property owners within the City to increase the number of PACE
programs authorized.
The following is a summary of the PACE programs and a list of the documents required
to participate in each program that is being recommended for City Council approval.
Western Riverside Council of Governments (WRCOG) developed a residential
PACE program called the Home Energy Renovation Opportunity (HERO)
Program. The administrator is the San Diego based company, Renovate
America. Staff recommends adoption of the resolution which allows participation
in the WRCOG JPA, as an associate member (Attachment 1). The Amendment
to the JPA Agreement is an attachment to the Resolution.
California Home Finance Authority (CHFA) operates in a similar fashion to the
HERO program above, but allows for longer repayment terms (30 years). Ygrene
is the program administrator and has requested adoption of two resolutions to
allow for participation in both an AB 811 and SB 555 program, as well as
associate membership to the CHFA JPA (Attachments 2 and 3). Both resolutions
include the CHFA JPA Agreement as Exhibit A. Staff recommends adoption of
both resolutions and joining the CHFA JPA as an Associate Member.
Staff is recommending approval of the addition of these PACE programs as they can
provide significant benefits to the City through clean energy, energy efficiency, water
conservation improvements, and reduction in greenhouse gas emissions. The benefit to
Moorpark residents and businesses is the offering of a voluntary alternative for property
owners to finance efficiency and conservation improvements to their homes and
commercial properties when other financing options are not available or at a lower cost.
The payment obligation stays With the property. In addition, there is no City obligation to
repay bonds or pay delinquent assessments levied on participating properties.
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In addition, each program will be responsible for outreach and promotion related to their
program. However, the City will publicize the availability of PACE programs on our
website and in our newsletter.
FISCAL IMPACT
Beyond the minimal staff time to prepare the resolutions and staff report for
authorization of the program, there is no fiscal impact from adopting these additional
PACE programs.
STAFF RECOMMENDATION
1. Adopt Resolution 2016- approving the Associate Membership
Agreement with the Western Riverside Council of Governments and
participation in the California HERO program and related documents and
actions; and
2. Adopt Resolution 2016- , approving the Associate Membership
Agreement with the California Home Finance Authority, under the provisions of
AB 811, and related documents and actions; and
3. Adopt Resolution 2016- , approving the Associate Membership
Agreement with the California Home Finance Authority, under the provisions of
SB 555, and related documents and actions; and
4. Authorize the City Manager to sign all documents and agreements relevant to
the adoption of these programs, subject to final language approval of the City
Manager.
Attachment:
1 —WRCOG - Resolution No. 2016-
2 —CHFA - Resolution No. 2016-
3 — CHFA - Resolution No. 2016-
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ATTACHMENT 1
RESOLUTION NO. 2016-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
CALIFORNIA HERO PROGRAM TO FINANCE DISTRIBUTED
GENERATION RENEWABLE ENERGY SOURCES, ENERGY
AND WATER EFFICIENCY IMPROVEMENTS AND ELECTRIC
VEHICLE CHARGING INFRASTRUCTURE AND APPROVING
THE AMENDMENT TO A CERTAIN JOINT POWERS
AGREEMENT RELATED THERETO
WHEREAS, the Western Riverside Council of Governments ("Authority") is a joint
exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of
the Government Code of the State of California (Section 6500 and following) (the "Act")
and the Joint Power Agreement entered into on April 1, 1991, as amended from time to
time (the "Authority JPA"); and
WHEREAS, Authority has established the California HERO Program to provide
for the financing of renewable energy distributed generation sources, energy and water
efficiency improvements and electric vehicle charging infrastructure (the
"Improvements") pursuant to Chapter 29 of the Improvement Bond Act of 1911, being
Division 7 of the California Streets and Highways Code ("Chapter 29") within counties
and cities throughout the State of California that elect to participate in such program;
and
WHEREAS, City of Moorpark (the "City") is committed to development of
renewable energy sources and energy efficiency improvements, reduction of
greenhouse gases, protection of our environment, and reversal of climate change; and
WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to
assist property owners in financing the cost of installing Improvements through a
voluntary contractual assessment program; and
WHEREAS, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the California
HERO Program would promote the purposes cited above; and
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy and water efficiency and independence, and in doing so cooperate
with Authority in order to efficiently and economically assist property owners in the City
with financing such Improvements; and
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Resolution No. 2016-
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WHEREAS, Authority has established the California HERO Program, which is
such a voluntary contractual assessment program, as permitted by the Act, the
Authority JPA, originally made and entered into April 1, 1991, as amended to date, and
the Amendment to Joint Powers Agreement Adding the City of Moorpark as an
Associate Member of the Western Riverside Council of Governments to Permit the
Provision of Property Assessed Clean Energy (PACE) Program Services within the City
(the "JPA Amendment"), by and between Authority and the City, a copy of which is
attached as Exhibit "A" hereto, to assist property owners within the jurisdiction of the
City in financing the cost of installing Improvements; and
WHEREAS, the City will not be responsible for the conduct of any assessment
proceedings; the levy and collection of assessments or any required remedial action in
the case of delinquencies in the payment of any assessments or the issuance, sale or
administration of any bonds issued in connection with the California HERO Program.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the California HERO Program to
finance the installation of the Improvements.
SECTION 2. The City Council consents to inclusion in the California HERO
Program of all of the properties in the jurisdictional boundaries of the City and to the
Improvements, upon the request by and voluntary agreement of owners of such
properties, in compliance with the laws, rules and regulations applicable to such
program; and to the assumption of jurisdiction thereover by Authority for the purposes
thereof.
SECTION 3. The City Council consents to the assumption of jurisdiction by
Authority for all purposes of the California HERO Program and authorizes Authority,
upon satisfaction of the conditions imposed in this resolution, to take each and every
step required for or suitable for financing the Improvements, including the levying,
collecting and enforcement of the contractual assessments to finance the Improvements
and the issuance and enforcement of bonds to represent such contractual
assessments.
SECTION 4. The City Council hereby approves the JPA Amendment and
authorizes the execution thereof by the City Manager.
SECTION 5. City staff is authorized and directed to coordinate with Authority
staff to facilitate operation of the California HERO Program within the City, and report
back periodically to the City Council on the success of such program.
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Resolution No. 2016-
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SECTION 6. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 2nd day of March, 2016
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
Exhibit A —WRCOG JPA
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EXHIBIT A
AMENDMENT TO THE JOINT POWERS AGREEMENT
ADDING CITY OF MOORPARK AS AN ASSOCIATE MEMBER OF
THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS
TO PERMIT THE PROVISION OF PROPERTY ASSESSED CLEAN
ENERGY(PACE) PROGRAM SERVICES WITHIN SUCH CITY
This Amendment to the Joint Powers Agreement ("JPA Amendment") is made and
entered into on the day of , 2016, by City of Moorpark ("City") and the
Western Riverside Council of Governments ("Authority") (collectively the "Parties").
RECITALS
WHEREAS, Authority is a joint exercise of powers authority established pursuant
to Chapter 5 of Division 7, Title 1 of the Government Code of the State of California
(Section 6500 and following) (the "Joint Exercise of Powers Act") and the Joint Power
Agreement entered into on April 1, 1991, as amended from time to time (the "Authority
JPA"); and
WHEREAS, as of October 1, 2012, Authority had 18 member entities (the
"Regular Members").
WHEREAS, Chapter 29 of the Improvement Act of 1911, being Division 7 of the
California Streets and Highways Code ("Chapter 29") authorizes cities, counties, and
cities and counties to establish voluntary contractual assessment programs, commonly
referred to as a Property Assessed Clean Energy ("PACE") program, to fund certain
renewable energy sources, energy and water efficiency improvements, and electric
vehicle charging infrastructure (the "Improvements") that are permanently fixed to
residential, commercial, industrial, agricultural or other real property; and
WHEREAS, Authority has established a PACE program designated as the
"California HERO Program" pursuant to Chapter 29 which authorizes the
implementation of such PACE financing program for cities and counties throughout the
state; and
WHEREAS, City desires to allow owners of property within its jurisdiction to
participate in the California HERO Program and to allow Authority under Chapter 29, as
it is now enacted or may be amended hereafter, to finance Improvements to be installed
on such properties; and
WHEREAS, this JPA Amendment will permit City to become an Associate
Member of Authority ("Associate Member") and to participate in California HERO
Program for the purpose of facilitating the implementation of such program within the
jurisdiction of City; and
WHEREAS, pursuant to the Joint Exercise of Powers Act, the Parties are
approving this JPA Amendment to allow for the provision of PACE services through the
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California HERO Program, including the operation of such PACE financing program,
within the incorporated territory of City; and
WHEREAS, this JPA Amendment sets forth the rights, obligations and duties of
City and Authority with respect to the implementation of the California HERO Program
within the incorporated territory of City.
MUTUAL UNDERSTANDINGS
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions hereinafter stated, the Parties hereto agree as follows:
A. JPA Amendment.
1. The Authority JPA. City agrees to the terms and conditions of the
Authority JPA, attached.
2. Associate Membership. By adoption of this JPA Amendment, City shall
become an Associate Member of Authority on the terms and conditions set forth herein
and the Authority JPA and consistent with the requirements of the Joint Exercise of
Powers Act. The rights and obligations of City as an Associate Member are limited
solely to those terms and conditions expressly set forth in this JPA Amendment for the
purposes of implementing the California HERO Program within the incorporated territory
of City. Except as expressly provided for by the this JPA Amendment, City shall not
have any rights otherwise granted to Authority's Regular Members by the Authority JPA,
including but not limited to the right to vote on matters before the Executive Committee
or the General Assembly, the right to amend or vote on amendments to the Authority
JPA, and the right to sit on committees or boards established under the Authority JPA or
by action of the Executive Committee or the General Assembly, including, without
limitation, the General Assembly and the Executive Committee. City shall not be
considered a member for purposes of Section 9.1 of the Authority JPA.
3. Rights of Authority. This JPA Amendment shall not be interpreted as
limiting or restricting the rights of Authority under the Authority JPA. Nothing in this JPA
Amendment is intended to alter or modify Authority Transportation Uniform Mitigation
Fee (TUMF) Program, the PACE Program administered by Authority within the
jurisdictions of its Regular Members, or any other programs administered now or in the
future by Authority, all as currently structured or subsequently amended.
B. Implementation of California HERO Program within City Jurisdiction.
1. Boundaries of the California HERO Program within City Jurisdiction. The
boundaries within which contractual assessments may be entered into under the
California HERO Program (the "Program Boundaries") shall include the entire
incorporated territory of City.
2. Determination of Eligible Improvements. Authority shall determine the
types of distributed generation renewable energy sources, energy efficiency or water
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conservation improvements, electric vehicle charging infrastructure or such other
improvements as may be authorized pursuant to Chapter 29 (the "Eligible
Improvements") that will be eligible to be financed under the California HERO Program.
3. Implementation of California HERO Program Within the Program
Boundaries. Authority will undertake such proceedings pursuant to Chapter 29 as shall
be legally necessary to enable Authority to make contractual financing of Eligible
Improvements available to eligible property owners within the Program Boundaries.
4. Financing the Installation of Eligible Improvements. Authority shall
implement its plan for the financing of the purchase and installation of the Eligible
Improvements under the California HERO Program within the Program Boundaries.
5. Ongoing Administration. Authority shall be responsible for the ongoing
administration of the California HERO Program, including but not limited to producing
education plans to raise public awareness of the California HERO Program, soliciting,
reviewing and approving applications from residential and commercial property owners
participating in the California HERO Program, establishing contracts for residential,
commercial and other property owners participating in such program, levying and
collecting assessments due under the California HERO Program, taking any required
remedial action in the case of delinquencies in such assessment payments, adopting
and implementing any rules or regulations for the California HERO Program, and
providing reports as required by Chapter 29.
City will not be responsible for the conduct of any proceedings required to be taken
under Chapter 29; the levy or collection of assessments or any required remedial action
in the case of delinquencies in such assessment payments; or the issuance, sale or
administration of any bonds issued in connection with the California HERO Program.
6. Phased Implementation. The Parties recognize and agree that
implementation of the California HERO Program as a whole can and may be phased as
additional other cities and counties execute similar agreements. City entering into this
JPA Amendment will obtain the benefits of and incur the obligations imposed by this
JPA Amendment in its jurisdictional area, irrespective of whether cities or counties enter
into similar agreements.
C. Miscellaneous Provisions.
1. Withdrawal. Authority may withdraw from this JPA Amendment upon six
(6) months written notice to the other party; provided, however, there is no outstanding
indebtedness of Authority within City. The provisions of Section 6.2 of the Authority JPA
shall not apply to City under this JPA Amendment. Notwithstanding the foregoing, City
may withdraw, either temporarily or permanently, from its participation in the California
HERO Program or either the residential or commercial component of the California
HERO Program upon thirty (30) days written notice to Authority without liability to the
Authority or any affiliated entity. City withdrawal from such participation shall not affect
the validity of any voluntary assessment contracts (a) entered prior to the date of such
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withdrawal or (b) entered into after the date of such withdrawal so long as the
applications for such voluntary assessment contracts were submitted to and approved
by Authority prior to the date of City's notice of withdrawal.
2. Indemnification and Liability. Authority shall defend, indemnify and hold
the City, and its directors, officials, officers, employees and agents free and harmless
from any and all claims, demands, causes of action, costs, expenses, liabilities, losses,
damages or injuries of any kind, in law or equity, to property or persons, including
wrongful death, to the extent arising out of the willful misconduct or negligent acts,
errors or omissions of the Authority or its directors, officials, officers, employees and
agents in connection with the California HERO Program administered under this JPA
Amendment, including without limitation the payment of expert witness fees and
attorney's fees and other related costs and expenses. Without limiting the foregoing,
Section 5.2 of the Authority JPA shall not apply to this JPA Amendment. In no event
shall any of Authority's Regular Members or their officials, officers or employees be held
directly liable for any damages or liability resulting out of this JPA Amendment.
3. Environmental Review. Authority shall be the lead agency under the
California Environmental Quality Act for any environmental review that may be required
in implementing or administering the California HERO Program under this JPA
Amendment.
4. Cooperative Effort. City shall cooperate with Authority by providing
information and other assistance in order for Authority to meet its obligations hereunder.
City recognizes that one of its responsibilities related to the California HERO Program
will include any permitting or inspection requirements as established by City.
5. Notice. Any and all communications and/or notices in connection with this
JPA Amendment shall be either hand-delivered or sent by United States first class mail,
postage prepaid, and addressed as follows:
Authority:
Western Riverside Council of Governments
4080 Lemon Street, 3rd Floor. MS1032
Riverside, California 92501-3609
Attn: Executive Director
City:
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Attn: City Manager
6. Entire Agreement. This JPA Amendment, together with the Authority JPA,
constitutes the entire agreement among the Parties pertaining to the subject matter
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hereof. This JPA Amendment supersedes any and all other agreements, either oral or
in writing, among the Parties with respect to the subject matter hereof and contains all
of the covenants and agreements among them with respect to said mailers, and each
Party acknowledges that no representation, inducement, promise of agreement, oral or
otherwise, has been made by the other Party or anyone acting on behalf of the other
Party that is not embodied herein.
7. Successors and Assigns. This JPA Amendment and each of its
covenants and conditions shall be binding on and shall inure to the benefit of the Parties
and their respective successors and assigns. A Party may only assign or transfer its
rights and obligations under this JPA Amendment with prior written approval of the other
Party, which approval shall not be unreasonably withheld.
8. Attorney's Fees. If any action at law or equity, including any action for
declaratory relief is brought to enforce or interpret the provisions of this Agreement, the
prevailing Party to the litigation shall pay attorney's fees and costs.
9. Governing Law. This JPA Amendment shall be governed by and
construed in accordance with the laws of the State of California, as applicable.
10. No Third Party Beneficiaries. This JPA Amendment shall not create any
right or interest in the public, or any member thereof, as a third party beneficiary hereof,
nor shall it authorize anyone not a Party to this JPA Amendment to maintain a suit for
personal injuries or property damages under the provisions of this JPA Amendment.
The duties, obligations, and responsibilities of the Parties to this JPA Amendment with
respect to third party beneficiaries shall remain as imposed under existing state and
federal law.
11. Severability. In the event one or more of the provisions contained in this
JPA Amendment is held invalid, illegal or unenforceable by any court of competent
jurisdiction, such portion shall be deemed severed from this JPA Amendment and the
remaining parts of this JPA Amendment shall remain in full force and effect as though
such invalid, illegal, or unenforceable portion had never been a part of this JPA
Amendment.
12. Headings. The paragraph headings used in this JPA Amendment are for
the convenience of the Parties and are not intended to be used as an aid to
interpretation.
13. Amendment. This JPA Amendment may be modified or amended by the
Parties at any time. Such modifications or amendments must be mutually agreed upon
and executed in writing by both Parties. Verbal modifications or amendments to this
JPA Amendment shall be of no effect.
14. Effective Date. This JPA Amendment shall become effective upon the
execution thereof by the Parties hereto. This JPA Amendment will remain in effect until
such time as either Authority or City withdraw from the HERO program pursuant to
section C.1. -
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IN WITNESS WHEREOF, the Parties hereto have caused this JPA Amendment to be
executed and attested by their officers thereunto duly authorized as of the date first
above written.
WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS
By: Date:
Name:
Title:
CITY OF MOORPARK
By: Date:
Name:STEVEN KUENY
Title: CITY MANAGER
ATTEST:
MAUREEN BENSON, CITY CLERK
Attachment:
Authority JPA
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ATTACHMENT 1
Updated through June 4, 2013
Revised
JOINT POWERS AGREEMENT OF
THE WESTERN RIVERSIDE
COUNCIL OF GOVERNMENTS
This Agreement is made and entered into on the 1st day of April, 1991, pursuant
to Government Code Section 6500 et. seq. and other pertinent provisions of law, by and
between six or more of the cities located within Western Riverside County and the
County of Riverside.
RECITALS
A. Each member and party to this Agreement is a governmental entity
established by law with full powers of government in legislative, administrative, financial,
and other related fields.
B. The purpose of the formation is to provide an agency to conduct studies
and projects designed to improve and coordinate the common governmental
responsibilities and services on an area-wide and regional basis through the
establishment of an association of governments. The Council will explore areas of inter-
governmental cooperation and coordination of government programs and provide
recommendations and solutions to problems of common and general concern.
C. When authorized pursuant to an Implementation Agreement, the Council
shall manage and administer thereunder.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
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PURPOSE AND POWERS
1.1 Agency Created.
There is hereby created a public entity to be known as the "Western
Riverside Council of Governments" ("WRCOG"). WRCOG is formed by this Agreement
pursuant to the provision of Government Code Section 6500 et. seq. and other
pertinent provision of law. WRCOG shall be a public entity separate from the parties
hereto.
1.2 Powers.
12.1. WRCOG established hereunder shall perform all necessary
functions to fulfill the purposes of this Agreement. Among other functions, WRCOG
shall:
a. Serve as a forum for consideration, study and recommendation on
area-wide and regional problems;
b. Assemble information helpful in the consideration of problems
peculiar to Western Riverside County;
c. Explore practical avenues for intergovernmental cooperation,
coordination and action in the interest of local public welfare and means of
improvements in the administration of governmental services; and
d. Serve as the clearinghouse review body for Federally-funded
projects in accordance with Circular A-95 in conjunction with the Southern California
Association of Governments.
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1.2.2. The Council shall have the power in its own name to do any of the
following;
a. When necessary for the day to day operation of the Council, to
make and enter into contracts;
b. To contract for the services of engineers, attorneys, planners,
financial consultants and separate and apart therefrom to employ such other persons,
as it deems necessary;
c. To apply for an appropriate grant or grants under any federal, state,
or local programs.
d. To receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons, firms, corporations and
any governmental entity;
e. To lease, acquire, construct, manage, maintain, and operate any
buildings, works, or improvements;
f. To delegate some or all of its powers to the Executive Committee
and the Executive Director of the Council as hereinafter provided.
1.2.3 The association shall have the power in its own name, only with the
approval of all affected member agencies to;
a. Acquire, hold and dispose of property by eminent domain, lease,
lease purchase or sale.
b. To incur debts, liabilities, obligations, and issue bonds;
II.
ORGANIZATION OF COUNCIL
20323.00002\1494125.6 3
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2.1 Parties.
The parties to WRCOG shall be the County of Riverside and each city
located within Western Riverside County which has executed or hereafter executes this
Agreement, or any addenda, amendment, or supplement thereto and agrees to such
become a member upon such terms and conditions as established by the general
council or executive committee, and which has not, pursuant to provisions hereof,
withdrawn therefrom. Only the parties identified in this section and Associate Members
approved under section 8.2 of this Agreement, if any, shall be considered contracting
parties to this Agreement under Government Code section 6502, provided that the
rights of any Associate Member under this Agreement shall be limited solely those
rights expressly set forth in a PACE Agreement authorized in section 8.2 of this
Agreement.
2.2 Names.
The names, particular capacities and addresses of the parties at any time shall
be shown on Exhibit "A" attached hereto, as amended or supplemented from time to
time.
2.3 Duties.
WRCOG shall do whatever is necessary and required to carry out the
purposes of this agreement and when authorized by an Implementation Agreement
pursuant to section 1.2.3 as appropriate, to make and enter into such contracts, incur
such debts and obligations, assess contributions from the members, and perform such
other acts as are necessary to the accomplishment of the purposes of such agreement,
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within the provisions of Government Code Section 6500 et seq. and as prescribed by
the laws of the State of California.
2.4 Governing Body.
2.4.1. WRCOG shall be governed by a General Assembly with
membership consisting of the appropriate representatives from the County of Riverside,
each city which is a signatory to this Agreement, Western Municipal Water District, and
Eastern Municipal Water District, the number of which shall be determined as
hereinafter set forth. The General Assembly shall meet at least once annually,
preferably scheduled in the evening. Each member agency of the General Assembly
shall have one vote for each mayor, council member, county supervisor, and water
district board member present at the General Assembly. The General Assembly shall
act only upon a majority of a quorum. A quorum shall consist of a majority of the total
authorized representatives, provided that members representing a majority of the
member agencies are present. The General Assembly shall adopt and amend by-laws
for the administration and management of this Agreement, which when adopted and
approved shall be an integral part of this Agreement. Such by-laws may provide for the
management and administration of this Agreement.
2.4.2. There shall be an Executive Committee which exercises the powers
of this Agreement between sessions of the General Assembly. Members of the
Executive Committee shall be the Mayor from each of the member cities, four members
of the Riverside County Board of Supervisors and the President of each Water District,
the remaining member of the Board of Supervisors shall serve as an alternate, except
any City Council, at its discretion, can appoint a Mayor Pro Tem or other city council
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member in place of the Mayor, and each water district board, at its discretion, can
appoint another board member in place of the President. The Executive Committee
shall act only upon a majority of a quorum. A quorum shall consist of a majority of the
member agencies. Membership of the Water Districts on the General Assembly and
Executive Committee of WRCOG shall be conditioned on the Water Districts entering
into a separate Memorandums of Understanding with WRCOG.
2.4.3. Each member of the General Assembly and the Executive
Committee shall be a current member of the legislative body such member represents.
2.4.4. Each participating member on the Executive Committee shall also
have an alternate, who must also be a current member of the legislative body of the
party such alternate represents. The name of the alternate members shall be on file
with the Executive Committee. In the absence of the regular member from an agency,
the alternate member from such agency shall assume all rights and duties of the absent
regular member.
2.5 Executive Director.
The Executive Director shall be the chief administrative officer of the
Council. He shall receive such compensation as may be fixed by the Executive
Committee. The powers and duties of the Executive Director shall be subject to the
authority of the Executive Committee and include the following:
a. To appoint, direct and remove employees of the Council.
b. Annually to prepare and present a proposed budget to the Executive
Committee and General Assembly.
c. Serve as Secretary of the Council and of the Executive Committee.
20323.00002\1494125.6 6
121
d. To attend meetings of the Executive Committee.
e. To perform such other and additional duties as the Executive Committee
may require.
2.6 Principal Office.
The principal office of WRCOG shall be established by the Executive
Committee and shall be located within Western Riverside County. The Executive
Committee is hereby granted full power and authority to change said principal office
from one location to another within Western Riverside County. Any change shall be
noted by the Secretary under this section but shall not be considered an amendment to
this Agreement.
2.7 Meetings.
The Executive Committee shall meet at the principal office of the agency
or at such other place as may be designated by the Executive Committee. The time
and place of regular meetings of the Executive Committee shall be determined by
resolution adopted by the Executive Committee; a copy of such resolution shall be
furnished to each party hereto. Regular, adjourned and special meetings shall be called
and conducted in accordance with the provisions of the Ralph M. Brown Act,
Government Code Section 54950 et. seq., as it may be amended.
2.8 Powers and Limitations of the Executive Committee.
Unless otherwise provided herein, each member or participating alternate
of the Executive Committee shall be entitled to one vote, and a vote of the majority of
those present and qualified to vote constituting a quorum may adopt any motion,
20323.00002\1194125.6 7
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resolution, or order and take any other action they deem appropriate to carry forward
the objectives of the Council.
2.9 Minutes.
The secretary of the Council shall cause to be kept minutes of regular
adjourned regular and special meetings of the General Assembly and Executive
Committee, and shall cause a copy of the minutes to be forwarded to each member and
to each of the members hereto.
2.10 Rules.
The Executive Committee may adopt from time to time such rules and
regulations for the conduct of its affairs consistent with this agreement or any
Implementation Agreement.
2.11 Vote or Assent of Members.
The vote, assent or approval of the members in any manner as may be
required, hereunder shall be evidenced by a certified copy of the action of the governing
body of such party filed with the Council. It shall be the responsibility of the Executive .
Director to obtain certified copies of said actions.
2.12 Officers.
There shall be selected from the membership of the Executive Committee,
a chairperson and a vice chairperson. The Executive Director shall be the secretary.
The Treasurer of the County of Riverside shall be the Treasurer of the Council and the
Controller or Auditor of the County of Riverside shall be the Auditor of the Council.
Such persons shall possess the powers of, and shall perform the treasurer and auditor
functions respectively, for WRCOG and perform those functions required of them by
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Government Code Sections 6505, 6505.5 and 6505.6, and by all other applicable laws
and regulations, including any subsequent amendments thereto.
The chairperson and vice chairperson, shall hold office for a period of one
year commencing July 1st of each and every fiscal year; provided, however, the first
chairperson and vice chairperson appointed shall hold office from the date of
appointment to June 30th of the ensuing fiscal year. Except for the Executive Director,
any officer, employee, or agent of the Executive Committee may also be an officer,
employee, or agent of any of the members. The appointment by the Executive
Committee of such a person shall be evidence that the two positions are compatible.
2.13 Committees.
The Executive Committee may, as it deems appropriate, appoint
committees to accomplish the purposes set forth herein. All committee meetings of
WRCOG, including those of the Executive Committee, shall be open to all members.
2.14 Additional Officers and Employees.
The Executive Committee shall have the power to authorize such
additional officers and assistants as may be appropriate. Such officers and employees
may also be, but are not required to be, officers and employees of the individual
members.
2.15 Bonding Requirement.
The officers or persons who have charge of, handle, or have access to
any property of WRCOG shall be the members of the Executive Committee, the
treasurer, the Executive Director, and any other officers or persons to be designated or
empowered by the Executive Committee. Each such officer or person shall be required
20323.00002\1494125.6 9
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to file an official bond with the Executive Committee in an amount which shall be
established by the Executive Committee. Should the existing bond or bonds of any
such officer be extended to cover the obligations provided herein, said bond shall be the
official bond required herein. The premiums on any such bonds attributable to the
coverage required herein shall be appropriate expenses of WRCOG.
2.16 Status of Officers and Employees.
All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all pension, relief, disability, worker's compensation, and other
benefits which apply to the activity of officers, agents, or employees of any of the
members when performing their respective functions shall apply to them to the same
degree and extent while engaged in the performance of any of the functions and other
duties under this Agreement. None of the officers, agents, or employees appointed by
the Executive Committee shall be deemed, by reason of their employment by the
Executive Committee, to be employed by any of the members or, by reason of their
employment by the Executive Committee, to be subject to any of the requirements of
such members.
2.17 Restrictions.
Pursuant to Government Code Section 6509, for the purposes of determining the
restrictions to be imposed by the Council in its exercise of the above-described joint
powers, reference shall be made to, and the Council shall observe, the restrictions
imposed upon the County of Riverside.
2.18 Water Districts and TUMF Matters.
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Pursuant to this Joint Powers Agreement, WRCOG administers the
Transportation Mitigation Fee ("TUMF") for cities in western Riverside County. The fee
was established prior to the Water District's involvement with WRCOG and will fund
transportation improvements for the benefit of the County of Riverside and the cities in
western Riverside County. As such, the Western Municipal Water District and the
Eastern Municipal Water District General Assembly and Executive Committee Members
shall not vote on any matter related to the administration of the TUMF program or the
expenditure of TUMF revenues.
III
FUNDS AND PROPERTY
3.1 Treasurer.
The Treasury of the member agency whose Treasurer is the Treasurer for
WRCOG shall be the depository for WRCOG. The Treasurer of the Council shall have
custody of all funds and shall provide for strict accountability thereof in accordance with
Government Code Section 6505.5 and other applicable laws of the State of California.
He or she shall perform all of the duties required in Government Code Section 6505 and
following, such other duties as may be prescribed by the Executive Committee.
3.2. Expenditure of Funds.
The funds under this Agreement shall be expended only in furtherance of the
purposes hereof and in accordance with the laws of the State of California and standard
accounting practices shall be used to account for all funds received and disbursed.
3.3. Fiscal Year.
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WRCOG shall be operated on a fiscal year basis, beginning on July 1 of each
year and continuing until June 30 of the succeeding year. Prior to July 1 of each year,
the General Assembly shall adopt a final budget for the expenditures of WRCOG during
the following fiscal Year.
3.4. Contributions/Public Funds.
In preparing the budget, the General Assembly by majority vote of a quorum shall
determine the amount of funds which will be required from its members for the purposes
of this Agreement. The funds required from its members after approval of the final
budget shall be raised by contributions 50% of which will be assessed on a per capita
basis and 50% on an assessed valuation basis, each city paying on the basis of its
population and assessed valuation and the County paying on the basis of the population
and assessed valuation within the unincorporated area of Western Riverside County as
defined in the by-laws. The parties, when informed of their respective contributions,
shall pay the same before August Est of the fiscal year for which they are assessed or
within sixty days of being informed of the assessment, whichever occurs later. In
addition to the contributions provided, advances of public funds from the parties may be
made for the purposes of this Agreement. When such advances are made, they shall
be repaid from the first available funds of WRCOG.
The General Assembly shall have the power to determine that personnel,
equipment or property of one or more of the parties to the Agreement may be used in
lieu of fund contributions or advances.
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All contributions and funds shall be paid to WRCOG and shall be disbursed by a
majority vote of a quorum of the Executive Committee, as authorized by the approved
budget.
3.5 Contribution from Water Districts.
The provision of section 3.4 above shall be inapplicable to the Western Municipal
Water District and the Eastern Municipal Water District. The amount of contributions
from these water districts shall be through the WRCOG budget process.
IV
BUDGETS AND DISBURSEMENTS
4.1 Annual Budget.
The Executive Committee may at any time amend the budget to
incorporate additional income and disbursements that might become available to
WRCOG for its purposes during a fiscal year.
4.2 Disbursements.
The Executive Director shall request warrants from the Auditor in
accordance with budgets approved by the General Assembly or Executive Committee
subject to quarterly review by the Executive Committee. The Treasurer shall pay such
claims or disbursements and such requisitions for payment in accordance with rules,
regulations, policies, procedures and bylaws adopted by the Executive Committee.
4.3 Accounts.
All funds will be placed in appropriate accounts and the receipt, transfer,
or disbursement of such funds during the term of this Agreement shall be accounted for
in accordance with generally accepted accounting principles applicable to governmental
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•
entities and pursuant to Government Code Sections 6505 et seq. and any other
applicable laws of the State of California. There shall be strict accountability of all
funds. All revenues and expenditures shall be reported to the Executive Committee.
4.4 Expenditures Within Approved Annual Budget.
All expenditures shall be made within the approved annual budget. No
expenditures in excess of those budgeted shall be made without the approval of a
majority of a quorum of the Executive Committee.
4.5 Audit.
The records and accounts of WRCOG shall be audited annually by an
independent certified public accountant and copies of such audit report shall be filed
with the County Auditor, State Controller and each party to WRCOG no later than fifteen
(15) days after receipt of said audit by the Executive Committee.
4.6 Reimbursement of Funds.
Grant funds received by WRCOG from any federal, state, or local agency
to pay for budgeted expenditures for which WRCOG has received all or a portion of said
funds from the parties hereto shall be used as determined by WRCOG's Executive
Committee.
V
LIABILITIES
5.1 Liabilities.
The debts, liabilities, and obligation of WRCOG shall be the debts,
liabilities, or obligations of WRCOG alone and not of the parties to this Agreement.
5.2 Hold Harmless and Indemnity.
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Each party hereto agrees to indemnify and hold the other parties harmless
from all liability for damage, actual or alleged, to persons or property arising out of or
resulting from negligent acts or omissions of the indemnifying party or its employees.
Where the General Assembly or Executive Committee itself or its agents or employees
are held liable for injuries to persons or property, each party's liability for contribution or
indemnity for such injuries shall be based proportionately upon the contributions (less
voluntary contributions) of each member. In the event of liability imposed upon any of
the parties to this Agreement, or upon the General Assembly or Executive Committee
created by this Agreement, for injury which is caused by the negligent or wrongful act or
omission of any of the parties in the performance of this Agreement, the contribution of
the party or parties not directly responsible for the negligent or wrongful act or omission
shall be limited to One Hundred Dollars ($100.00). The party or parties directly
responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and
hold all other parties harmless from any liability for personal injury or property damage
arising out of the performance of this Agreement. The voting for or against a matter
being considered by the General Assembly or executive or other committee or
WRCOG, or abstention from voting on such matter, shall not be construed to constitute
a wrongful act or omission within the meaning of this Subsection.
VI
ADMISSION AND WITHDRAWAL OF PARTIES
6.1 Admission of New Parties.
It is recognized that additional cities other than the original parties, may
wish to participate in WRCOG. Any Western Riverside County city may become a party
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to WRCOG upon such terms and conditions as established by the General Assembly or
Executive Committee. Any Western Riverside County city shall become a party to
WRCOG by the adoption by the city council of this agreement and the execution of a
written addendum thereto agreeing to the terms of this Agreement and agreeing to any
additional terms and conditions that may be established by the general assembly or
Executive Committee. Special districts which are significantly involved in regional
problems and the boundaries of which include territory within the collective area of the
membership shall be eligible for advisory membership in the Council. The
representative of any such advisory member may participate in the work of committees
of the Council.
6.2 Withdrawal from WRCOG.
It is fully anticipated that each party hereto shall participate in WRCOG
until the purposes set forth in this Agreement are accomplished. The withdrawal of any
party, either voluntary or involuntary, unless otherwise provided by the General
Assembly or Executive Committee, shall be conditioned as follows:
a. In the case of a voluntary withdrawal following a properly noticed
public hearing, written notice shall be given to WRCOG, six months prior to the effective
date of withdrawal;
b. Withdrawal shall not relieve the party of its proportionate share of
any debts or other liabilities incurred by WRCOG prior to the effective date of the
parties' notice of withdrawal;
c. Unless otherwise provided by a unanimous vote of the Executive
Committee, withdrawal shall result in the forfeiture of that party's rights and claims
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131
relating to distribution of property and funds upon termination of WRCOG as set forth in
Section VII below;
d. Withdrawal from any Implementation Agreement shall not be
deemed withdrawal from membership in WRCOG.
VII
TERMINATION AND DISPOSITION OF ASSETS
7.1 Termination of this Agreement.
WRCOG shall continue to exercise the joint powers herein until the
termination of this Agreement and any extension thereof or until the parties shall have
mutually rescinded this Agreement; providing, however, that WRCOG and this
Agreement shall continue to exist for the purposes of disposing of all claims, distribution
of assets and all other functions necessary to conclude the affairs of WRCOG.
Termination shall be accomplished by written consent of all of the parties,
or shall occur upon the withdrawal from WRCOG of a sufficient number of the agencies
enumerated herein so as to leave less than five of the enumerated agencies remaining
in WRCOG.
7.2 Distribution of Property and Funds.
In the event of the termination of this Agreement, any property interest
remaining in WRCOG following the discharge of all obligations shall be disposed of as
the Executive Committee shall determine with the objective of distributing to each
remaining party a proportionate return on the contributions made to such properties by
such parties, less previous returns, if any.
VIII
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PACE IMPLEMENTATION AND PARTICIPATION AGREEMENTS;
ASSOCIATE MEMBERSHIP
8.1 Execution of Agreement.
When authorized by the Executive Committee, any affected member
agency or agencies enumerated herein, may execute an Implementation Agreement for
the purpose of authorizing WRCOG to implement, manage and administer area-wide
and regional programs in the interest of the local public welfare. The costs incurred by
WRCOG in implementing a program including indirect costs, shall be assessed only to
those public agencies who are parties to that Implementation Agreement.
8.2 PACE Agreements; Associate Membership.
WRCOG shall be empowered to establish and operate one or more
Property Assessed Clean Energy ("PACE") programs pursuant to Chapter 29 of the
Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways
Code, and to enter into one or more agreements, including without limitation,
participation agreements, implementation agreements and joint powers agreements and
amendments thereto to fulfill such programs both within and outside the jurisdictional
boundaries of WRCOG.
WRCOG, acting through its Executive Committee, shall be empowered to
establish an "Associate Member" status that provides membership in WRCOG to local
jurisdictions that are outside WRCOG's jurisdictional boundaries but within whose
boundaries a PACE program will be established and implemented by WRCOG. Said
local jurisdictions shall become Associate Members of WRCOG by adopting one or
more agreements (the "PACE Agreement") on the terms and conditions established by
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133
the Executive Committee and consistent with the requirements of the Joint Exercise of
Powers Act, being 5 of Division 7, Title 1 of the California Government Code (Sections
6500 et seq.). The rights of Associate Members shall be limited solely to those terms
and conditions expressly set forth in the PACE Agreement for the purposes of
implementing the PACE program within their jurisdictional boundaries. Except as
expressly provided for by the PACE Agreement, Associate Members shall not have any
rights otherwise granted to WRCOG's members by this Agreement, including but not
limited to the right to vote, right to amend this Agreement, and right to sit on committees
or boards established under this Agreement or by action of the Executive Committee or
the General Assembly, including, without limitation, the General Assembly and the
Executive Committee.
IX
MISCELLANEOUS
9.1 Amendments.
This Agreement may be amended with the approval of not less than
two-thirds (2/3) of all member agencies.
•
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9.2 Notice.
Any notice or instrument required to be given or delivered by depositing
the same in any United States Post Office, registered or certified, postage prepaid,
addressed to the addresses of the parties as shown on Exhibit "A", shall be deemed to
have been received by the party to whom the same is addressed at the expiration of
seventy-two (72) hours after deposit of the same in the United States Post Office for
transmission by registered or certified mail as aforesaid.
9.3 Effective Date.
This Agreement shall be effective and WRCOG shall exist from and after
such date as this Agreement has been executed by any seven or more of the public
agencies, including the County of Riverside, as listed on page 1 hereof.
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9.4 Arbitration.
Any controversy or claim between any two or more parties to this
Agreement, or between any such party or parties and WRCOG, with respect to
disputes, demands, differences, controversies, or misunderstandings arising in relation
to interpretation of this Agreement, or any breach thereof, shall be submitted to and
determined by arbitration. The party desiring to initiate arbitration shall give notice of its
intention to arbitrate to every other party to this Agreement and to the Executive Director
of the Council. Such notice shall designate as "respondents" such other parties as the
initiating party intends to have bound by any award made therein. Any party not so
designated but which desires to join in the arbitration may, within ten (10) days of
service upon it of such notice, file with all other parties and with the Executive Director
of the Council a response indicating its intention to join in and to be bound by the results
of the arbitration, and further designating any other parties it wishes to name as a
respondent. Within twenty (20) days of the service of the initial demand for arbitration,
the initiating party and the respondent or respondents shall each designate a person to
act as an arbitrator. The designated arbitrators shall mutually designate the minimal
number of additional persons as arbitrators as may be necessary to create an odd total
number of arbitrators but not less than three to serve as arbitrator(s).
The arbitrators shall proceed to arbitrate the matter in accordance with the
provisions of Title 9 of Part 3 of the Code of Civil Procedure, Section 1280 et. seq. The
parties to this Agreement agree that the decision of the arbitrators will be binding and
will not be subject to judicial review except on the ground that the arbitrators have
exceeded the scope of their authority.
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9.5 Partial Invalidity.
If any one or more of the terms, provisions, sections, promises, covenants
or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable,
void or voidable for any reason whatsoever by a court of competent jurisdiction, each
and all of the remaining terms, provisions, sections, 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.
9.6 Successors.
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the parties hereto.
9.7 Assignment.
The parties hereto shall not assign any rights or obligations under this
Agreement without written consent of all other parties.
9.8 Execution.
The Board of Supervisors of the County of Riverside and the city councils
of the cities enumerated herein have each authorized execution of this Agreement as
evidenced by the authorized signatures below, respectively.
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137
Original Members Agencies
1. City of Banning
2. City of Beaumont (withdrawn)
3. City of Calimesa
4. City of Canyon Lake
5. City of Corona
6. City of Hemet
7. City of Lake Elsinore
8. City of Moreno Valley
9. City of Murrieta
10. City of Norco
11. City of Perris
12. City of Riverside
13. City of San Jacinto
14. City of Temecula
15. County of Riverside
Additional City Members
1. City of Eastvale (added on 08/02/2010, Resolution 01-11)
2. City of Jurupa Valley (added on 07/29/2011, Resolution 02-12)
3. City of Menifee (added on 10/06/2008, Resolution 03-09)
4. City of Wildomar(added on 08/04/2008, Resolution 01-09)
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THE WESTERN RIVERSIDE
COUNCIL OF GOVERNMENTS
Participating Agencies
5. Eastern Municipal Water District (membership on the Governing Board
of WRCOG, 05/11/2009)
6. Western Municipal Water District (membership on the Governing Board
of WRCOG, 05/11/2009)
7. Riverside County Superintendent of Schools (membership as an ex-
officio, advisory member of WRCOG, 11/07/2011)
8. Morongo Band of Mission Indians (membership as an ex-officio,
advisory member of WRCOG, 6/4/2013)
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ATTACHMENT 2
RESOLUTION NO. 2016-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
CALIFORNIA HOME FINANCE AUTHORITY PROGRAM TO
FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND
WATER EFFICIENCY IMPROVEMENTS AND ELECTRIC
VEHICLE CHARGING INFRASTRUCTURE AND APPROVING
ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF
POWERS AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority ("Authority") is a joint
exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of
the Government Code of the State of California (Section 6500 and following) (the "Act")
and the Joint Power Agreement entered into on July 1, 1993, as amended from time to
time (the "Authority JPA"); and
WHEREAS, the Authority is in the process of amending the Authority JPA to
formally change its name to the Golden State Finance Authority; and
WHEREAS, Authority has established a property-assessed clean energy
("PACE") Program (the "Authority PACE Program") to provide for the financing of
renewable energy generation, energy and water efficiency improvements and electric
vehicle charging infrastructure (the "Improvements") pursuant to Chapter 29 of the
Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways
Code ("Chapter 29") within counties and cities throughout the State of California that
elect to participate in such program; and
WHEREAS, City of Moorpark (the "City") is committed to development of
renewable energy generation and energy and water efficiency improvements, reduction
of greenhouse gases, and protection of the environment; and
WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to
assist property owners in financing the cost of installing Improvements through a
voluntary contractual assessment program; and
WHEREAS, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the Authority
PACE Program would promote the purposes cited above; and
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy and water efficiency, and in doing so cooperate with Authority in
order to efficiently and economically assist property owners within the City in financing
such Improvements; and
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Resolution No. 2016-
Page 2
WHEREAS, Authority has established the Authority PACE Program, which is
such a voluntary contractual assessment program, as permitted by the Act, the
Authority JPA, originally made and entered into July 1, 1993, as amended to date, and
the City, desires to become an Associate Member of the JPA by execution of an
acknowledgement of receipt of the JPA Agreement, a copy of which is attached as
Exhibit "A" hereto, to participate in the programs of the JPA and to assist property
owners within the jurisdiction of the City with financing the cost of installing
Improvements; and
WHEREAS, the City will not be responsible for the conduct of any assessment
proceedings; the levy and collection of assessments or any required remedial action in
the case of delinquencies in the payment of any assessments or the issuance, sale or
administration of any bonds issued in connection with the Authority PACE Program.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1.The City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the Authority PACE Program to
finance the installation of the Improvements.
SECTION 2. The City Council consents to inclusion in the Authority PACE
Program of all of the properties in the jurisdictional boundaries of the City and to the
Improvements, upon the request by and voluntary agreement of owners of such
properties, in compliance with the laws, rules and regulations applicable to such
program; and to the assumption of jurisdiction thereover by Authority for the purposes
thereof.
SECTION 3. The City Council consents to the assumption of jurisdiction by
Authority for all purposes of the Authority PACE Program and authorizes Authority,
upon satisfaction of the conditions imposed in this resolution, to take each and every
step required for or suitable for financing the Improvements, including the levying,
collecting and enforcement of the contractual assessments to finance the Improvements
and the issuance and enforcement of bonds to represent such contractual
assessments.
SECTION 4. The City Council hereby approves joining the JPA as an Associate
Member and authorizes the execution by appropriate City officials of any necessary
documents to effectuate such membership.
SECTION 5. City staff is authorized and directed to coordinate with Authority staff
to facilitate operation of the Authority PACE Program within the City, and report back
periodically to this City Council on the success of such program.
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Resolution No. 2016-
Page 3
SECTION 6. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
PASSED AND ADOPTED this 2nd day of March, 2016
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
Exhibit A— CHFA JPA
142
EXHIBIT A
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among die counties listed on Attachment 1 hereof and
incorporated herein by reference. All such counties arc referred to herein as "Members" with the
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
crewed by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise
of Powers Act (commencing with Article I of Chapter 5 of Division 7 of Tide 1 of the
Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. The
most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004.
• B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm,
clarify and revise certain provisions of the joint powers agreement, including the renaming of the
joint powers authority,as set forth herein.
C. WHEREAS, the Members arc each empowered by law to finance the construction,
acquisition, improvement and rehabilitation of real property.
D. WHEREAS, by this Agreement, die Members desire to create and establish a joint powers
authority to exercise their respective powers for the purpose of financing die construction,
acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority
as authorized by die Act_
NOW, THEREFORE, in consideration of die mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Definitions
Unless die context otherwise requires, the following terms shall for purposes of this
Agreement have die meanings specified below:
"Act" means die Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of
Division 7 of Tide 1 of the Government Code of the State of California, including the Marks-Roos
Local Bond Pooling Act of 1985, as amended.
'Agreement means this Joint Exercise of Powers Agreement,as the same now exists or as it
may from time to time be amended as provided herein.
143
"Associate Member" means a county, city or other public agency which is not a voting
member of die Rural County Representatives of California, a California nonprofit corporation
("RCRC"), with legal power and authority similar to that of the Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee" means a conunittee made up of die nine-member Executive
Committee.
"Authority" means California Home Finance Authority ("CHF"), formerly known as
CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority.
"Board"means the governing board of the Authority as described in Section 7 below.
"Bonds" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other obligation
within die meaning of the term "Bonds"under the Act.
"Delegate" means the Supervisor designated by die governing board of each Member to
serve on the Board of die Authority.
'Executive Committee" means the nine-member Executive Committee of the Board
established pursuant to Section 10 hereof.
"Member" means any county which is a member of RCRC, has executed this Agrcement
and has become a member of the Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other financial
or legal obligation of the Authority under the Act.
"Program" or "Project" means any work, improvement, program, project or service
undertaken by die Authority.
"Rural County Representatives of California" or "RCRC" means die nonprofit entity
incorporated under that panne in the State of California.
"Supervisor" means an elected County Supervisor from an RCRC member county.
2. Purpose
The purpose of the Authority is to provide f nancing for the acquisition, construction, ,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for die benefit of residents and communities. In pursuit of this purpose, this Agreement provides
for the joint exercise of powers common to any of its Members and Associate Members as
provided herein, or otherwise authorized by the Act and other applicable laws, including assisting
144
in financing as authorized herein,jointly exercised in the manner set forth herein.
3. Principal Place of Business
The principal office of die Authority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
4. Creation of Authority;Addition of Members or Associate Members
a. The Authority is hereby created pursuant to the Act. As provided in the Act, the
Authority shall he a public entity separate and distinct from the Members or Associate Members.
b. The Authority will cause a notice of this Agreement or any amendment hereto to
be prepared and filed with the office of the Secretary of State of California in a timely fashion in
the manner set forth in Section 6503.3 of the Act.
c. A county that is a member of RCRC may petition to become a member of the
Authority by submitting to the Board a resolution or evidence of other formal action taken by its
governing body adopting this Agreement. The Board shall review the petition for membership
and shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such county shall immediately become a Member of the Authority.
d. An Associate Member may be added to the Authority upon die affirmative
approval of its respective governing board and pursuant to action by the Authority Board upon
such terms and conditions, and with such rights, privileges and responsibilities, as may be
established from time to time by the Board. Such terms and conditions, and rights, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in one or more programs of die Authority as determined by the Board, but shall not be
voting members of die Board. The Executive Director of the Authority shall enforce die terms
and conditions for prospective Associate Members to the Authority as provided by resolution of
the Board and as amended from time to time by die Board. Changes in the terms and conditions
for Associate Membership by the Board will not constitute an amendment of this Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from the date hereof until the earlier of the time
when all Bonds and any interest thereon shall have been paid in full, or provision for such
payment shall have been made,or when die Authority shall no longer own or hold any interest in a
public capital improvement or program. The Authority shall continue to exercise die powers
herein conferred upon it until termination of this Agreement, except that if any Bonds arc issued
and delivered, in no event shall the exercise of the powers herein granted be terminated until all
Bonds so issued and delivered and the interest thereon shall have been paid or provision for such
payment shall have been made and any other debt incurred with respect to any other financing
program established or administered by the Authority has been repaid in full and is no longer
outstanding.
6. Powers;Restriction upon Exercise
145
a. To effectuate its purpose, the Authority shall have the power to exercise any and all
powers of die Members or of a joint powers authority under the Act and other applicable
provisions of law, subject, however, to the conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
of the Authority arc limited to those of a general law county.
b. The Authority may adopt, from time to time, such resolutions,guidelines, rules and
regulations for the conduct of its meetings and the activities of die Authority as it deems necessary
or desirable to accomplish its purpose.
c. The Authority shall have the power to finance the construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with the
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
any of its Members or Associate Members and other local agencies at public or negotiated sale, for
the purpose set forth herein and in accordance with die Act. All or any part of such bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtherance of the Act. The
Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
property or revenues as security to the extent pen-tined by resolution of the Board under any
applicable provision of law. The Authority may issue Bonds in accordance with the Act in order
to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to
secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act,
and to secure such debt,to further such purpose. The Authority may utilize other forms of capital,
including, but not limited to, die Authority's internal resources, capital markets and other forms of
private capital investment authorized by the Act.
d. "l'he Authority is hereby authorised to do all acts necessary for the exercise of its
powers, including, but not limited to:
(I) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring, constructing or providing for maintenance and operation of any
building, work or improvement,
(4) acquiring, holding or disposing of real or personal property wherever
located, including property subject to mortgage,
(.5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any other firms of assistance from persons, firms, corporations or
govenunental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all things necessary or convenient to die exercise of its
specific powers and to accomplishing its purpose
(9) establishing and/or administering districts to finance and refinance the
acquisition, installation and improvement of energy efficiency, water
146
conservation and renewable energy improvements to or on real property
and in buildings. The Authority may enter into one or more agreements,
including without limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject to the applicable provisions of any indenture or resolution providing for the
investmentof monies held thereunder, the Authority shall have the power to invest any of its funds
as the Board deems advisable, in the same manner and upon the same conditions as local agencies
pursuant to Section 53601 of the Government Code of the State of California.
f. All property, equipment, supplies, hinds and records of the Authority shall be
owned by the Authority, except as may be provided otherwise herein or by resolution of the
Board.
g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and
obligations of the Authority shall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with any interest and premium thereon, shall not •
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree that any such Bonds issued by die Authority shall not constitute general obligations of
the Authority but shall he payable solely from the moneys pledged to the repayment of principal or
interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds arc issued. Neither the Members or Associate
Members nor the Authority shall be obligated to pay the principal of or 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 Members or
Associate Members or the Authority shall be pledged to die payment of die principal of or
premum, if any, or interest on the Bonds, nor shall die Members or Associate Members of die
Authority be obligated in any manner to make any appropriation for such payment No covenant
or agreement contained in any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither
the Board nor any officer thereof executing the Bonds or any document related thereto shall be
liable personally on any Bond or be subject to any personal liability or accountability by reason of
the issuance of any Bonds.
7. Governing Board
a. The Board shall consist of the number of Delegates equal to one representative
from each Member.
b. The governing body of each Member shall appoint one of its Supervisors to serve
as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(which may he by electronic mail) to the Authority and shall be effective until he or she is replaced
by such governing body or no longer a Supervisor; any vacancy shall be filled by die governing
body of the Member in the same manner provided in this paragraph b..
c. The governing body of each Member of the Board shall appoint a Supervisor as an
alternate to serve on die Board in the absence of the Delegate; the alternate may exercise all die
147
rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to
participate in the proceedings of the Board, and to vote upon any and all matters. No alternate
may have more than one vote at any meeting of die Board, and any Member's designation of an
alternate shall be delivered in writing (which may he by electronic mail) to the Authority and shall
he effective until such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by die
governing body of the Member in the same manner provided in this paragraph c..
d. Any person who is not a member of the governing body of a Member and who
attends a meeting on behalf of such Member may not vote or be equated toward a quorum but
may,at the discretion of die Chair, participate in open meetings he or she attends.
e. Each Associate Member may designate a non-voting representative to die Board
who may not be counted toward a quorum but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
f. Delegates shall not receive compensation for serving as Delegates, but may claim
and receive reimbursement for expenses actually incurred in connection with such service
pursuant to rules approved by the Board and subject to die availability of funds.
g. The Board shall have the power, by resolution, to die extent permitted by the Act
or any other applicable law, to exercise any powers of die Authority and to delegate any of its
functions to die Executive Committee or one or more Delegates, officers or agents of the
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute
any documents for and in the name and on behalf of the Board or the Authority.
h. The Board may establish such committees as it deems necessary for any lawful
purpose; such committees are advisory only and may not act or purport to act on behalf of the
Board or the Authority.
i. The Board shall develop, or cause to be developed, and review, modify as
necessary, and adopt each Program.
8. Meetings of the Board
a. The Board shall meet at least once annually, but may meet more frequently upon
call of any officer or as provided by resolution of the Board.
b. Meetings of the Board shall be called, noticed, held and conducted pursuant to die
provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section .54950) of Part I of
Division 2 of Tide 5 of the Government Code of the State of California.
c. The Secretary of die Authority shall cause minutes of all meetings of'the Board to
he taken and distributed to each Member as soon as possible after each meeting.
d. "Phe lesser of twelve (12) Delegates or a majority of the number of current
Delegates shall constitute a quorum for transacting business at any meeting of die Board, except
148
that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote.
e. Meetings may be held at any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner otherwise allowed
by law.
9. Officers;Duties; Official Bonds
a. The Board shall elect a chair and vice chair from among the Delegates at the
Board's annual meeting who shall serve a term of one (1) year or until their respective successor is
elected. The chair shall conduct the meetings of die Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or
in the event of the unavailability of the chair.
b. The Board shall contract annually with RCRC to administer the Agreement and to
provide administrative services to the Authority, and the President and Chief Executive Officer of
RCRC shall serve ex officio as Executive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of the Authority, the Executive Director is authorized to execute
contracts and other obligations of the Authority, unless prior Board approval is required by a third
party, by law or by Board specification, and to perform other duties specified by the Board. The
Executive Director may appoint such other officers as may be required for the orderly conduct of
the Authority's business and affairs who shall serve at the pleasure of the Executive Director.
Subject to the applicable provisions of any indenture or resolution providing for a trustee or other
fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's
funds, from whatever source, and, as such, shall have the powers, duties and responsibilities
specified in Section 6505.5 of the Act The Executive Director, as Auditor, shall have the powers,
duties and responsibilities specified in Section 6505.5 of the Act
c. The Legislative Advocate for die Authority shall be the Rural County
Representatives of California.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all property of the Authority, and a bond for such officer in the amount of at least one
hundred thousand dollars ($100,000.00) shall be obtained at die expense of the Authority and
fled with the Executive Director. Such bond may secure the faithful performance of such
officer's duties with respect to another public office if such bond in at least the same amount
specifically mentions the office of the Authority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of the Authority's books by a certified public
accountant, or public accountant, in compliance with Section 6505 of the Act
e. The business of die Authority shall be conducted under the supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
149
The Authority shall appoint nine (9) members of its Board to serve on an Executive
Committee.
b. Powers and Limitations
The Executive Committee shall act in an advisory capacity and make
recommendations to the Authority Board. Duties will include, but not be limited to, review of the
quarterly and annual budgets, service as the Audit Conunittee for the Authority, periodically
review this Agreement; and complete any other tasks as may be assigned by the Board. The
Executive Committee shall be subject to all limitations imposed by this Agreement, other
applicable law, and resolutions of the Board.
c. Quorum
A majority of the Executive Committee shall constitute a quorum for transacting
business of the Executive Committee.
11. Disposition of Assets
Upon termination of this Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members m such manner as shall be determined by the
Board and in accordance with the law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agreement shall not be exclusive, and each Member expressly reserves its rights to
carry out other public capital improvements and programs as provided for by law and to issue
other obligations for those purposes. This Agreement shall not be deemed to amend or alter the
terms of other agreements among the Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Interest Ccxie as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made to the Authority by any Member, Associate Member or any other public agency to
further the purpose of this Agreement Payment of public funds may be made to defray die cost of
any contribution. Any advance may be made subject to repayment,and in that case shall be repaid
in the manner agreed upon by the advancing Member, Associate Member or other public agency
and the Authority at the time of making the advance.
15. Fiscal Year Accounts;Reports;Annual Budget Administrative Expenses
a. Time fiscal year of die Authority shall be the period from January 1 of each year to
and including the following December 31, except for any partial fiscal year resulting from a change
150
in accounting based on a different fiscal year previously.
b. Prior to the befvuung of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
c. The Authority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The books and records of the Authority are
public records and shall be open to inspection at all reasonable times by each Member and its
representatives.
d. The Auditor shall either make, or contract with a certified public accountant or
public accountant to make, an annual audit of the accounts and records of the Authority. The
minimum requirements of the audit shall be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of the State of California, and shall
conform to generally accepted auditing standards. When an audit of accounts and records is made
by a certified public accountant or public accountant, a report thereof shall be filed as a public
record with each Member (and also with the auditor of Sacramento County as the county in which
the Authority's office is located) within 12 months after the end of the fiscal year.
e. In any year in which die annual budget of the Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace the
annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal
years.
16. Duties of Members or Associate Members;Breach
If any Member or Associate Member shall default in performing any covenant contained
herein, such default shall not excuse that Member or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
the performance of all covenants hereof. Each Member or Associate Member hereby declares
that this Agreement is entered into for the benefit of die Authority created hereby, and each
Member or Associate Member hereby grants to the Authority the right to enforce, by whatever
lawful means the Authority deems appropriate, all of die obligations of each of the parties
hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or
hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right
of the Authority to any or all other remedies.
17. Indemnification
To the hill extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Board Delegate, alternate, officer,consultant,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 Delegate, alternate, officer,
consultant, employee or other agent of the Authority. Such indemnification may be made 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 die best interests of the Authority and, in the case of a criminal
151
proceeding, had no reasonable cause to believe his or her conduct 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.
18. Immunities
All of the privileges and immunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activity of officers, agents or employees of any of the Members or Associate Members when
performing their respective functions, shall apply to them to the same degree and extent while
engaged as Delegates 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 under the provisions of this
Agreement
19. Amendment
This Agreement may be amended by the adoption of the amendment by the governing
bodies of a majority of the Members. The amendment shall become effective on the first. day of
the month following the last required member agency approval. An amendment may he initiated
by the Board, upon approval by a majority of die Board. Any proposed amendment, including die
text of die proposed change, shall be given by the Board to each Member's .Delegate for
presentation and action by each Member's board within 60 days, which time may be extended by
the Board.
The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn
Members without requiring formal amendment of the Agreement by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member of RCRC, its membership in die Authority shall
automatically terminate. A Member or Associate Member may withdraw from this Agreement
upon written notice to the Board; provided however, that no such withdrawal shall result in the
dissolution of the Authority as long as any Bonds or other obligations of the Authority remain
outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted
by the Member's governing body which authorizes withdrawal is received by the Authority.
Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority
shall not operate to relieve any terminated or withdrawing Member or Associate Member from
Obligations incurred by such terminated or withdrawing Member or Associate Member prior to
the time of its termination or withdrawal.
20. Miscellaneous
a. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument
b. Construction. The section headings herein are lir convenience only and arc not to
•
152
be construed as modifying or governing the language in the section referred to.
c. Approvals. Wherever in this Agreement any consent or approval is required, the
same shall not be unreasonably withheld.
d. Jurisdiction; Venue. This Agreement is made in the State of California, under the
Constitution and laws of such State and is to be so construed; any action to en lirrce or interpret its
terms shall be brought in Sacramento County, California.
e. Integration. This Agreement is the complete and exclusive statement of the
agreement among the parties hereto, and it supersedes and merges all prior proposals,
understandings, and other agreements, whether oral, written, or implied in conduct, between and
among the parties relating to the subject matter of this Agreement.
f. Successors; Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the successors of the parties hereto. Except to the extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of the Board.
g. Severability. Should any part, term or provision of this Agreement be decided by
•
the courts to be illegal or in conflict with any law of the State of California, or otherwise be
rendered unenforceable or ineffectual, the validity of tie remaining parts, terms or provisions
hereof shall not be affected thereby.
The parties hereto have caused this Agreement to be executed and attested by their properly
authorized officers.
AS ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated February 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
[SIGNATURES ON FOLLOWING PAGE51
153
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated:
By:
Name:
Tide:
Attest:
By
[Clerk of the Board Supervisors or City Clerk]
AFTER EXECUTION.PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000\9603861.1
154
ATTACHMENT I
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10, 2014
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
Plumas County
San Benito County
Shasta County
Sierra County
Siskiyou County
Sutter County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County
155
ATTACHMENT 3
RESOLUTION NO. 2016-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 2014-1 (CLEAN ENERGY) TO
FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY
EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS
AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND
APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT
EXERCISE OF POWERS AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority, a California joint powers
authority, (the "Authority") has established the Community Facilities District No. 2014-
1(Clean Energy) in accordance with the Mello-Roos Community Facilities Act, set forth
in sections 53311 through 53368.3 of the California Government Code (the "Act") and
particularly in accordance with sections 53313.5(1) and 53328.1(a) (the "District"); and
WHEREAS, the purpose of the District is to finance or refinance (including the
payment of interest) the acquisition, installation, and improvement of energy efficiency,
water conservation, renewable energy and electric vehicle charging infrastructure
improvements permanently affixed to private or publicly-owned real property (the
"Authorized Improvements"); and
WHEREAS, the Authority is in the process of amending the Authority Joint
Powers Agreement (the "Authority JPA") to formally change its name to the Golden
State Finance Authority; and
WHEREAS, the City of Moorpark is committed to development of renewable
energy generation and energy efficiency improvements, reduction of greenhouse gases,
and protection of the environment; and
WHEREAS, in the Act, the Legislature has authorized a parcel within the territory
of the District to annex to the District and be subject to the special tax levy of the District
only (i) if the city or county within which the parcel is located has consented, by the
adoption of a resolution by the applicable city council or county board of supervisors, to
the inclusion of parcels within its boundaries in the District and (ii) with the unanimous
written approval of the owner or owners of the parcel when it is annexed (the
"Unanimous Approval Agreement"), which, as provided in section 53329.6 of the Act,
shall constitute the election required by the California Constitution; and
156
Resolution No. 2016-
Page 2
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy efficiency and water conservation and in doing so cooperate with
Authority in order to efficiently and economically assist property owners in the City with
financing such Authorized Improvements; and
WHEREAS, the Authority has established the District, as permitted by the Act,
the Authority JPA, originally made and entered into July 1, 1993, as amended to date,
and the City, desires to become an Associate Member of the JPA by execution of an
acknowledgement of receipt of the JPA Agreement, a copy of which is attached as
Exhibit "A" hereto, to participate in the programs of the JPA and, to assist property
owners within the incorporated area of the City in financing the cost of installing
Authorized Improvements; and
WHEREAS, the City will not be responsible for the conduct of any special tax
proceedings; the levy and collection of special taxes or any required remedial action in
the case of delinquencies in the payment of any special taxes in connection with the
District.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the Authority CFD No. 2014-1
(Clean Energy) to finance the installation of the Authorized Improvements.
SECTION 2. The City Council consents to inclusion in the Authority CFD No.
2014-1 (Clean Energy) of all of the properties in the incorporated area within the City
and to the Authorized Improvements, upon the request of and execution of the
Unanimous Approval Agreement by the owners of such properties when such
properties are annexed, in compliance with the laws, rules and regulations applicable to
such program; and to the assumption of jurisdiction thereover by Authority for the
purposes thereof.
SECTION 3. The City Council consents to the assumption of jurisdiction by
Authority for all purposes of the Authority CFD No. 2014-1 (Clean Energy) and
authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to
take each and every step required for or suitable for financing the Authorized
Improvements.
SECTION 4. The City Council hereby approves joining the JPA as an Associate
Member and authorizes the execution by appropriate City officials of any necessary
documents to effectuate such membership.
SECTION 5. City staff is authorized and directed to coordinate with Authority staff
to facilitate operation of the Authority CFD No. 2014-1 (Clean Energy) within the City,
and report back periodically to the City Council on the success of such program.
157
Resolution No. 2016-
Page 3
SECTION 6. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions_
PASSED AND ADOPTED this 2nd day of March, 2016
Janice S. Parvin, Mayor
ATTEST:
Maureen Benson, City Clerk
Exhibit A — CHFA JPA
158
EXHIBIT A
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among the counties listed on Attachment 1 hereof and
incorporated herein by reference. All such counties are referred to herein as "Members" with the
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise
• of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of Califon is (the "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. The
most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004.
B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm,
clarify and revise certain provisions of the joint powers agreement, including die renaming of the
joint powers authority, as set forth herein.
C. WHEREAS, the Members are each empowered by law to finance the construction,
acquisition, improvement and rehabilitation of real property.
D. WHEREAS, by this Agreement, the Members desire to create and establish a joint powers
authority to exercise their respective powers for the purpose of financing the construction,
acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority
as authorized by the Act
NOW, THEREFORE, in consideration of the mutual covenants contained herein, die Members
individually and collectively agree as follows:
1. Definitions
Unless the context otherwise requires, die following terms shall for purposes of this
Agreement have the meanings specified below:
"Act" means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of
Division 7 of Title 1 of the Government Code of the State of California, including the Marks-Roos
Local Bond Pooling Act of 1985,as amended.
"Agreement"means this Joint Exercise of Powers Agreement,as die same now exists or as it
may from time to time be amended as provided herein.
159
"Associate Member means a county, city or other public agency which is not a voting
member of the Rural County Representatives of California, a California nonprofit corporation
("RCRC"), with legal power and authority similar to that of the Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee" means a committee made up of the nine-member Executive
Committee.
"Authority" means Calikrnia Home Finance Authority ("CHF"), formerly known as
CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority.
"Board"means the governing board of the Authority as described in Section 7 below.
'Bonds" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by die Authority pursuant to the Act and any other obligation
within the meaning of the term"Bonds"under die Act
"Delegate" means the Supervisor designated by die governing board of each Member to
serve on the Board of die Authority.
"Executive Committee" means the nine-member Executive Committee of the Board
established pursuant to Section 10 hereof.
"Member" means any county which is a member of RCRC, has executed this Agreement
and has become a member of the Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to die Act and any other financial
or legal obligation of the Authority under the Act
"Program" or "Project" means any work, improvement, program, project or service
undertaken by the Authority.
'Rural County Representatives of California" or "RCRC" means the nonprofit entity
incorporated under that name in the State of California.
"Supervisor" means an elected County Supervisor from an RCRC member county.
2. Purpose
The purpose of the Authority is to provide financing for the acquisition, constnnction, ,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for the benefit of residents and communities. In pursuit of this purpose, this Agreement provides
for die joint exercise of powers common to any of its Members and Associate Members as
provided herein, or otherwise authorized by the Act and other applicable laws, including assisting
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in fmancing as authorized herein,jointly exercised in the manner set forth herein.
3. Principal Place of Business
The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
4. Creation of Authority;Addition of Members or Associate Members
a. The Authority is hereby created pursuant to the Act. As provided in the Act, die
Authority shall be a public entity separate and distinct from die Members or Associate Members.
b. The Authority will cause a notice of this Agreement or any amendment hereto to
be prepared and filed with die office of the Secretary of State of California in a timely fashion in
the manner set forth in Section 6503.3 of the Act
c. A county that is a member of RCRC may petition to become a member of die
Authority by submitting to the Board a resolution or evidence of other formal action taken by its
governing body adopting this Agreement. The Board shall review the petition for membership
and shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such county shall immediately become a Member of the Authority.
d. An Associate Member may be added to die Authority upon the affirmative
approval of its respective governing board and pursuant to action by the Authority Board upon
such terms and conditions, and with such rights, privileges and responsibilities, as may he
established from time to time by the Board. Such terms and conditions, and rights, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in one or more programs of the Authority as determined by the Board, but shall not be
voting members of the Board. The Executive Director of the Authority shall enforce the terms
and conditions for prospective Associate Members to die Authority as provided by resolution of
the Board and as amended from time to time by the Board. Changes in the terms and conditions
for Associate Membership by the Board will not constitute an amendment of this Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from the date hereof until the earlier of the time
when all Bonds and any interest thereon shall have been paid in full, or provision for such
payment shall have been made, or when the Authority shall no longer own or hold any interest in a
public capital improvement or program. The Authority shall continue to exercise the powers
herein conferred upon it until termination of this Agreement, except that if any Bonds arc issued
and delivered, in no event shall die exercise of the powers herein granted be terminated until all
Bonds so issued and delivered and the interest thereon shall have been paid or provision for such
payment shall have been made and any other debt incurred with respect to any other fmancing
program established or administered by the Authority has been repaid in full and is no longer
outstanding.
6. Powers;Restriction upon Exercise
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a. "1'o effectuate its purpose, the Authority shall have die power to exercise any and all
powers of the Members or of a joint powers authority wider the Act and other applicable
provisions of law, subject, however, to die conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
of the Authority arc limited to those of a general law county.
b. The Authority may adopt, from time to time, such resolutions,guidelines, rules and
regulations for the conduct of its meetings and the activities of die Authority as it deems necessary
or desirable to accomplish its purpose.
c. The Authority shall have the power to finance the construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with the
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
any of its Members or Associate Members and other local agencies at public or negotiated sale, for
the purpose set forth herein and in accordance with the Act. All or any part of such bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtherance of time Act. The
Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
property or revenues as security to the extent permitted by resolution of-the Board under any
applicable provision of law. The Authority may issue Bonds in accordance with the Act in order
to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to
secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act,
and to secure such debt, to further such purpose. The Authority may utilize other forms of capital,
including, but not limited to, the Authority's internal resources, capital markets and other forms of
private capital investment authorized by(lie Act..
d. The Authority is hereby authorized to do all acts necessary for the exercise of its
powers, including, but not limited to:
(I) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring,constructing or providing for maintenance and operation of any
building,work or improvement,
(4) acquiring, holding or disposing of real or personal property wherever
located, including property subject to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any other forms of assistance from persons, firms, corporations or
governmental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all things necessary or convenient to the exercise of its
specific powers and to accomplishing its purpose
(9) establishing and/or administering districts to finance and refinance die
acquisition, installation and improvement of energy efficiency, water
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conservation and renewable energy improvements to or on real property
and in buildings. The Authority may enter into one or more agreements,
including without limitation, participation agreements and implementation
agreements to implement such programs.
c. Subject to the applicable provisions of any indenture or resolution providing for the
investment of monies held thereunder, the Authority shall have the power to invest any of its funds
as the Board deems advisable, in die same manner and upon the same conditions as local agencies
pursuant to Section 53601 of the Government Code of the State of California.
f All property, equipment, supplies, funds and records of die Authority shall be
owned by the Authority, except as may be provided otherwise herein or by resolution of the
Board.
g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and
obligations of the Authority shall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with any interest and premium thereon, shall not
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of
the Authority but shall be payable solely from the moneys pledged to the repayment of principal or
interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither the Members or Associate
Members nor die Authority shall be obligated to pay the principal of or 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 Members or
Associate Members or the Authority shall be pledged to the payment of the principal of or
premium, if any, or interest on the Bonds, nor shall the Members or Associate Members of the
Authority be obligated in any manner to make any appropriation for such payment No covenant
or agreement contained in any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither
the Board nor any officer thereof executing die Bonds or any document related thereto shall be
liable personally on any Bond or be subject to any personal liability or accountability by reason of
the issuance of any Bonds.
7. Governing Board
a. The Board shall consist of die number of Delegates equal to one representative
from each Member.
b. The governing body of each Member shall appoint one of its Supervisors to serve
as a Delegate on die Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to the Authority and shall be effective until he or she is replaced
by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing
body of the Member in die same manner provided in this paragraph b..
c. The governing body of each Member of the Board shall appoint a Supervisor as an
alternate to serve on the Board in die absence of the Delegate; the alternate may exercise all the
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rights and privileges of the Delegate, including the right to be counted in constinhting a quomnn, to
participate in the proceedings of the Board, and to vote upon any and all matters. No alternate
may have more than one vote at any meeting of the Board, and any Member's designation of an
alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall
be effective until such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the
governing body of the Member in the same manner provided in this paragraph c..
d. Any person who is not a member of the governing body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of the Chair, participate in open meetings he or she attends.
e. Each Associate Member may designate a non-voting representative to to Board
who may not be counted toward a quorum but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
f. Delegates shall not receive compensation for serving as Delegates, hut may claim
and receive reimbursement for expenses actually incurred in connection with such service
pursuant to rules approved by the Board and subject to the availability of hinds.
g. The Board shall have the power, by resolution, to the extent permitted by the Act
or any other applicable law, to exercise any powers of the Authority and to delegate any of its
functions to die Executive Committee or one or more Delegates, officers or agents of the
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute
any documents for and in die name and on behalf of the Board or the Authority.
h. The Board may establish such committees as it deems necessary for any lawful
purpose; such committees are advisory only and may not act or purport to act on behalf of the
Board or die Authority.
i. The Board shall develop, or cause to be developed, and review, modify as
necessary,and adopt each Program.
8. Meetings of the Board
a. The Board shall meet at least once annually, but may meet more frequently upon
call of any officer or as provided by resolution of die Board.
b. Meetings of the Board shall be called, noticed, held and conducted pursuant to the
provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of
Division 2 of Tide 5 of the Government Code of the State of California.
c. The Secretary of the Authority shall cause minutes of all meetings of the Board to
be taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a majority of the number of current
Delegates shall constitute a quorum for transacting business at any meeting of the Board, except
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that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote.
e. Meetings may be held at any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner otherwise allowed
by law.
9. Officers;Duties; Official Bonds
a The Board shall elect a chair and vice chair from among the Delegates at the
• Board's annual meeting who shall serve a term of one (1) year or until their respective successor is
elected. The chair shall conduct die meetings of the Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or
in the event of the unavailability of the chair.
b. The Board shall contract annually with RCRC to administer the Agreement and to
provide administrative services to the Authority, and die President and Chief Executive Officer of
RCRC shall serve ex officio as Executive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of the Authority, the Executive Director is authorized to execute
contracts and other obligations of the Authority, unless prior Board approval is required by a third
party, by law or by Board specification, and to perforin other duties specified by the Board. The
Executive Director may appoint such other officers as may be required for the orderly conduct of
the Authority's business and affairs who shall serve at the pleasure of die Executive Director.
Subject to die applicable provisions of any indenture or resolution providing for a trustee or other
fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's
funds, from whatever source, and, as such, shall have die powers, duties and responsibilities
specified in Section 6505.5 of die AcL The Executive Director, as Auditor, shall have the powers,
duties and responsibilities specified in Section 6505.5 of die Act.
c. The Legislative Advocate for die Authority shall be die Rural County
Representatives of California.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all property of the Authority, and a bond for such officer in the amount of at least one
hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and
filed with the Executive Director. Such bond may secure the faithful performance of such
officer's duties with respect to another public office if such bond in at least die same amount
specifically mentions the office of die Authority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of the Authority's books by a certified public
accountant, or public accountant, in compliance with Section 6505 of die Act.
e. The business of die Authority shall he conducted under die supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
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•
The Authority shall appoint nine (9) members of its Board to serve on an Executive
Committee.
b. Powers and Limitations
The Executive Committee shall act in an advisory capacity awl make
recommendations to the Authority Board. Duties will include, but not be limited to, review of the
quarterly and annual budgets, service as the Audit Committee for the Authority, periodically
review this Agreement; and complete any other tasks as may be assigned by the Board. The
Executive Committee shall be subject to all limitations imposed by this Agreement, other
applicable law,and resolutions of the Board.
c. Quorum
A majority of the Executive Committee shall constitute a quorum for transacting
business of the Executive Committee.
11. Disposition of Assets
Upon ternunation of this Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members in such manner as shall be determined by the
Board and in accordance with the law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agreement shall not be exclusive, and each Member expressly reserves its rights to
carry out other public capital improvements and programs as provided for by law and to issue
other obligations for those purposes. This Agreement shall not. be deemed to amend or alter the
terms of other agreements among the Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Interest.Code as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made to die Authority by any Member, Associate Member or any other public agency to
further the purpose of this Agreement. Payment of public funds may be made to defray the cost of
any contribution. Any advance may be made subject to repayment,and in that case shall be repaid
in the manner agreed upon by the advancing Member, Associate Member or other public agency
and the Authority at the time of making the advance.
15. Fiscal Year Accounts;Reports;Annual Budget Administrative Expenses
a. The fiscal year of the Authority shall be the period from January 1 of each year to
and including die following December 31, except for any partial fiscal year resulting from a change
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in accounting based on a different discal year previously.
b. Prior to the beguuiing of each fiscal year, die Board shall adopt a budget for die
succeeding fiscal year.
c. The Authority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The lacks and records of the Authority arc
public records and shall be open to inspection at all reasonable times by each Member and its
representatives.
d. The Auditor shall either make, or contract with a certified public accountant or
public accountant to make, an annual audit of the accounts and records of the Authority. The
minimum requirements of the audit shall be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of the State of California, and shall
conform to generally accepted auditing standards. When an audit of accounts and records is made
by a certified public accountant or public accountant, a report thereof shall be filed as a public
record with each Member (and also with the auditor of Sacramento County as the county in which
the Authority's office is located) within 12 months after the end of die fiscal year.
e. In any year in which die annual budget of die Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace the
annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal
years.
16. Duties of Members or Associate Members;Breach
If any Member or Associate Member shall default in performing any covenant contained
herein, such default shall not excuse that Member or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
the performance of all covenants hereof. Each Member or Associate Member hereby declares
that this Agreement is entered into for the benefit of the Authority created hereby, and each
Member or Associate Member hereby grants to the Authority the right to enforce, by whatever
lawful means the Authority deems appropriate, all of the obligations of each of the parties
hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or
hereafter enacted are cumulative, and die exercise of one right or remedy shall not impair die right
of the Authority to any or all other remedies.
17. Indemnification
To the full extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Board Delegate, alternate,officer, consultant,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 dial such person is or was such a Delegate, alternate, officer,
consultant, employee or other agent of the Authority. Such indemnification may be made against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in
comiection 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
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proceeding, had no reasonable cause to believe his or her conduct 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.
18. Immunities
All of the privileges and immunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activity of officers, agents or employees of any of the Members or Associate Members when
performing their respective functions, shall apply to them to die same degree and extent while
engaged as Delegates 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 under the provisions of this
Agreement
19. Amendment
This Agreement may be amended by the adoption of the amendment by the governing
bodies of a majority of the Members. The amendment shall become effective on the first day of
the month following die last required member agency approval. An amendment may be initiated
by the Board, upon approval by a majority of die Board. Any proposed amendment, including the
text of the proposed change, shall be given by the Board to each Member's Delegate for
presentation and action by each Member's board within 60 days, which time may be extended by
the Board.
The list of Members, Attachment I, may be updated to reflect new and/or withdrawn
Members without requiring formal amendment of the Agreement by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member of RCRC, its membership in the Authority shall
automatically terminate. A Member or Associate Member may withdraw from this Agreement
upon written notice to the Board; provided however, that no such withdrawal shall result in the
dissolution of the Authority as long as any Bonds or other obligations of the Authority remain
outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted
by the Member's governing body which authorizes withdrawal is received by the Authority.
Notwithstanding die foregoing, any termination of membership or withdrawal from the Authority
shall not operate to relieve any terminated or withdrawing Member or Associate Member from
Obligations incurred by such terminated or withdrawing Member or Associate Member prior to
die time of its termination or withdrawal.
20. Miscellaneous
a. Counterparts. This Agreement may be executed it several counterparts, each of
which shall he an original and all of which shall constitute but one and the same instrument.
b. Construction. The section headings herein are for convenience only and are not to
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be construed as modifying or governing die language in the section referred to.
c. Approvals. Wherever in this Agreement any consent or approval is required, die
same shall not be unreasonably withheld.
d. Jurisdiction;Venue. This Agreement is made in the State of California, under the
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terms shall be brought in Sacramento County, California.
e. Integration. This Agreement is the complete and exclusive statement of the
agreement among the parties hereto, and it supersedes and merges all prior proposals,
understandings, and other agreements, whether oral, written, or implied in conduct, between and
among the parties relating to the subject mailer of this Agreement.
f. Successors; Assignment. This Agreement shall be binding upon and shall inure to
the benefit of die successors of die parties hereto. Except to the extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of die Board.
g. Severability. Should any part, term or provision of this Agreement be decided by
the courts to be illegal or in conflict with any law of die State of California, or otherwise be
rendered unenforceable or ineffectual, die validity of the remaining parts, terms or provisions
hereof shall riot be affected thereby.
The parties hereto have caused this Agreement to be executed and attested by their properly
authorized officers.
AS ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended aril restated February 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
[SIGNATURES ON FOLLOWING PAGES]
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SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated:
By:
Name:
Title:
Attest:
By
[Clerk of the Board Supervisors or City Clerk]
AFTER EXECUTION, PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000\9603861.1
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ATTACHMENT 1
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10, 2014
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
Plumas County
San Benito County
Shasta County
Siena County
Siskiyou County
Sutter County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County
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