CC Resolution 2017-035 CMFA PACE ProgramRESOLUTION NO. 2017 — 035
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA
QUINTA, CALIFORNIA, CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
GOLDEN STATE FINANCE AUTHORITY PACE PROGRAM TO
FINANCE RENEWABLE ENERGY GENERATION, ENERGY
AND WATER EFFICIENCY IMPROVEMENTS, SEISMIC
IMPROVEMENTS, AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS
AUTHORITY RELATED THERETO
WHEREAS, the Golden State Finance Authority ("Authority") is a joint exercise of
powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the
Government Code of the State of California (Section 6500 and following) (the "Act")
and the Joint Power Agreement entered into on July 1, 1993, as amended from time
to time (the "Authority JPA"); a copy of the Authority JPA (without the signature
pages) is attached hereto as "Exhibit A"; and
WHEREAS, the Authority has amended the Authority JPA to formally change its
name from California Home Finance Authority to Golden State Finance Authority; and
WHEREAS, 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, seismic
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 La Quinta (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, the City is a member of the Coachella Valley Association of
Governments ("CVAG"), also a joint powers authority; and
WHEREAS, the City and other CVAG member jurisdictions have previously
entered into an Implementation Agreement authorizing CVAG to implement, manage
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and administer Regional PACE Programs (as defined in said Implementation
Agreement) within the jurisdictional boundaries of the CVAG member jurisdictions;
and
WHEREAS, CVAG proposes to enter into one or more Administration
Agreements with program administrators currently active in the Authority PACE
Program to provide Regional PACE programs to CVAG member agencies, whereby
portions of the administration of the Authority PACE Program in Eastern Riverside
County shall be delegated to CVAG (the "Administration Agreements"); and
WHEREAS, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the
Regional PACE Programs would promote the purposes cited above; and
WHEREAS, the City has determined that it is in the public interest and for the
public benefit that the City become an Associate Member of the Authority so that
property owners within the City's territory may participate in any Regional PACE
Program implemented by CVAG pursuant to any Administration Agreement by and
between CVAG and Authority PACE Program administrators; and
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 acknowledgement of the
Authority JPA Agreement, to participate in any Regional PACE Program for which CVAG
has entered into an Administration Agreement with an Authority PACE Program
administrator, and to assist property owners within the jurisdiction of the City to
participate in such Regional PACE Program; 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, BE IT RESOLVED by the City Council of the City of La Quinta,
California as follows:
SECTION 1. This 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. In connection with the Regional PACE Programs, and subject to the terms
of the Administration Agreements, this 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
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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. Consistent with the recitals above, and subject to the terms of the
Administration Agreements, the consent of this City Council constitutes assent to the
assumption of jurisdiction by Authority for said purposes 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; provided, however, that the City will not be responsible for
the conduct of any assessment proceedings; the levy of assessments; any required
remedial action in the case of delinquencies in such assessment payments; or the
issuance, sale, administration, repayment or guarantee of any bonds issued in
connection with the Authority PACE Program.
SECTION 4. This 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 and implementation of the Authority PACE Program,
including, but not limited to the JPA Addendum attached hereto as "Exhibit B" and
incorporated herein by reference.
SECTION 5. City staff is authorized and directed to coordinate with Authority staff to
facilitate operation of the Authority PACE Program within the City consistent with the
terms of any Administration Agreement by and between CVAG and an Authority PACE
Program administrator, and report back periodically to this City Council on the success
of such program.
SECTION 6. This Resolution shall take effect immediately once it is adopted only for an
Authority PACE Program administrator who has entered into an Administration
Agreement with CVAG and provides the City a fully executed copy of such agreement.
The City Clerk is directed to send a certified copy of this resolution to the Secretary of
the Authority.
PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta City
Council hold on this 5th day of July, 2017, by the following vote:
AYES: Councilmembers Fitzpatrick, Pena, Radii, Sanchez, Mayor Evans
NOES: None
ABSENT: None
ABSTAIN: None
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LINDA EVANS, MAYOR
City of La Quinta, California
ATTEST:
SUSAN MAYSELS, CITY CL
City of La Quinta, Californl
(CITY SEAL)
APPROVED AS TO FORM:
rXI
WILLIAM H. IHRKE, CITY ATTORNEY
City of La Quinta, California
Resolution No. 2017- 035
CVAG PACE
Adopted: July 5, EXHIBIT A
Program - AB 811 GOLDEN STATE FINANCE AUTHORITY
2017
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated May 5, 2015)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
C&II-cehhhent") is entered vito by and among the counties listed on Attaclunent 1 thereof and
incorporated herein by reference. All such counties are referred to lierein as "Mennhers" with tlhe
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, the California Rural Home Mortgage I`inance Authority MRI-EMFA") was
created by aJoinl 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
Govennnent Code of the State of Cali1'or►nia (the "Act"). By Resolution 2003-02, adopted on
January 15, 2003, tine mine of the authority was changed to CRHMFA Hornebuyers Fund. On
December 10, 2014, the name of the authority was changed to California Home Finance
Authority. The most recent amendment to the Joint. Exercise of Powers Agreement was on
December 10, 2014..
B. WHEREAS, the Members of California Home Finance Authority desire to update,
reaffinn, clarify and revise certain provisions of the joint powers agreement, including tine renaming
of tie joint powers authority, as set forth herein.
C. WHEREAS, the Members are each empowered by law to finance tlhe 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 d)eir respective powers for tine Purpose of financing the construction,
acquisition, improvement and rehabilitation. of real property within die jurisdiction of the Authority
as authorized by the Act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Definitions
U less the context otherwise requires, the following tern -is shall for purposes of this
Agreement have the meanings specified below:
"Ace means the Joint Exercise of Powers Act, cormnenciung with Article 1 of Chapter 5 of
Division 7 of Tidc 1 of lie Government Code of the State of California, including the Marks -Roos
Local Bond Pooling Act of 1935, as ahnended.
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Exhibit A
"Agreement" means this Joint Exercise of Powers Agreement, as die sarne now exists or as it
may frorn time to time be arnended as provided herein.
"Associate Member" means a county, city or other public agency which is not a voting
member of the Rural County Representatives of Cabibmia, a California nonprofit corporation
("RCRC"), with legal power and authority similar to that of die Mernbers, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee" means a cornrnittee made up of the Executive Committee.
"Authority" means Golden State Finance Authority (GSFA) fonnerly known as California
Horne Finance Authority ("CHF" ), or CRHMFA Homebuyers Fund or California Rural Home
Mortgage Finance Authority.
'Board" means the govenning board of die 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 die Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other obligation
within the meaning of the term "Bonds" under the Act.
'Delegate' means the Supervisor designated by the governing board of each Member to
serve on the Board of the Authority.
"Executive Committee" means die Executive Connnittee of the Board established pursuant
to Section 10 lhercof. .
'Membee 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 the Act and any other financial
or legal obligation of die Authority under die Act.
'Program" or "Project" rncaus any work, improvement, program, project or service
undertaken by the Authority.
"Rural County Representatives of California° or "RCRC" means the nonprofit entity
incorporated wader that nanhe in the State of California.
"Supervisor" means an elected County Supervisor from an RCRC member county.
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2. Purpose
]lie purpose of the Authority is to provide Financing for tie acquisition, construction,
improvement and h-ehabilitation of real property in accordance with applicable provisions of law
for the benefit of residents and conunuiuties. In pursuit of tiis purpose, this Agreement provides
for the joint exercise of powers common to any of its Members and Associate Members as
provided hereiih, or.otherArise authorized by the .'act and other applicable laws, including assisting
in financing as authorized herein, jointly exercised in the manner set forth therein.
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 ilhe Act, the
Authority shall be a ppblic entity separate and distinct from tie Members or Associate Members.
b. The Authority will cause a notice of this Agreement or any a.hnendhmment 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 sliall review die 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. Ali Associate Member may be added to the Authority upon the affirmative
approval of its respective governing board and lursuant to action by die Authority Board upon
such terms and conditions, and with such rights, privileges and responsibilities, as may be
established from time to tim-c by the Board. Such terhns and conditions, and righhts, privileges and
responsibilities may vary among die Associate Members. Associate Members slhall be entitled to
participate in one or more prograhns of the Authority as deternmined by die Board, but shall not be
voting members of the Board. 'File Executive Director of the Authority shall enforce the tens
and conditions for prospective Associate Members to the Authority as provided by resolution of
the Board and as anhended IF= time to tune by die Board. Changes in the terhns and conditions
for Associate Membersiiil) 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 witil 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
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CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit A
public capital improvement or program. The Authority shall continue to exercise the powers
herein conferred upon it until t:ennination of dais Agreement, except that if any Bonds are issued
and delivered, in no event shall the exercise of the powers herein granted be terininated 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
a. To effectuate its purpose, die Authority shall have the power to exercise any and all
powers of the 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 are limited to those of a general law county.
b. The Authority may adopt, from time to time, such resolutions, guidelines, rules and
regulations for die 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 die construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with die
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
die purpose set forth herein and in accordance with the Act. All or any partof 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 tenns and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtherance of die Act. The
Autlority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
Property or revenues as security to the extent pennitted by resolution of the Board wider 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 fin -flier such purpose. The Authority may utilize oilier forms of capital,
including, but not hinted to, the Authority's internal resources, capital nnarkets and other forms of
private capital investment authorized by the Act.
d. The Authority is hereby authorized t.o do all acts necessary for the exercise of its
powers, including, but not limited to:
(1) 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
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Exhibit A
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 fornis of assistance from persons, fines, 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
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 sliall have the power to invest any of its funds
as the Board deems advisable, in the same manicr 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 sliall 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 die 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 wide 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
lie Authority but shall he payable solely from the moneys pledged to the repayment of principal or
interest on such Bonds under die terms of the resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither die 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 tliereto, 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 paymentof 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 mauler to make any appropriation for such payment. No covenant
or agreement contained in any Bond shall be deemed to be a covenait or agreement of any
Delegate, or any officer, agent or employee of the Authority in all individual capacity, and neither
die Board nor any officer thereof executing tine 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.
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CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit A
%. 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 Members 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 die governing
body of the Member in tine saline 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 the absence of the Delegate; die alternate may exercise all the
nights 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 be by electronic mail) to die 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 mahmer 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 belhalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of die Chair, participate in open meetings he or she attends.
C. Each Associate Member may designate a non -voting representative to die Board
who may not be counted toward a quoruin but who may attend open heetings, propose agenda
items and otherwise participate in Board Meetings.
f. Delegates shall not receive compensation for serving as Delegates, but may claim
and receive reimbursenhent 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 the extent permitted by die Act
or any other applicable law, to exercise any powers of the Authority and to delegate any of' its
functions to die Executive Commnitt.ee or one or more Delegates, officers or agents of die
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute
any documents for and in the nahne and on behalf of the Board or the Authority.
lh. The Board may establish other comnuttees as it deenns necessary for ally lawful
purpose; such cohnmittees are advisory only and may not act or purport to act on behalf of die
Board or die Authority.
i. The Board shall develop, or cause to be developed, and review, modify as
necessary, and adopt each Program.
Resolution No. 2017-035
CVAG PACE Program - AB 811
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Exhibit A
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 the
provisions of die Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part 1 of
Division 2 of Title 5 of the Government Code of die State of California.
C. The Secretary of the Authority shall cause minutes of all meetings of die 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 consulate a quoruzn for transacting business at. any meeting of the Board, except
that less than a quonini may act to adjourn a nneeting. 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 lie Board and perform such other duties as may
be specified by resolution of the Board. I'lie Nice 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 lie Authority, and the President and Chief Executive Officer of
RCRC shall serve ex ofl cib as Executive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of the Authhority, 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 tie ' powers, duties and responsibilities
specified in Section 6505.5 of the. Act. The Executive Director, as Auditor, sliall have the powers,
duties and responsibilities specified in Section 6505.5 of the Act.
C. The Legislative Advocate for the Authority shall be the Rural County
Representatives of California.
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CVAG PACE Program - AB 811
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Exhibit A
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 ($100,000.00) shall be obtained at the expense of the Authority and
filed with the Executive Director. Such bond may secure the faithful perforinance of such
officer's duties with respect to another public office if such bond in at least the same amount
specifically mentions the office of the Authority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of the Authority's books by a certified public
accountant, or public accountant, in compliance «rith Section 6505 of the Act.
C. The business of the Authority shall be conducted under the supervision of die
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
The Authority shall appoint no fewer than nine (9) and no more than eleven (f l )
members of its Board to serve on an Executive Conunittee. The Chair and Vice Chair of the
Authority shall serve on the Executive Committee.
b. Powers and Limitations
The Executive Committee shall act in an advisory capacity and ?Hake
recommendations to the Authority Board. Duties will include, but not be limited to, review of the
quarterly and annual budgets, service as die Audit. Committee for the Authority, periodically
review this Agreement.; and complete any other tasks as may be assigned by the Board. Tlie
Executive Connnittee shall be subject to all limitations imposed by this Agreement, other
applicable law, and resolutions of the Board.
C. Quorum
A majority of the Executive Committee shall constitute a quorum for transacting
business of the Executive Committee.
11. Disposition of Assets
Upon termination of this Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members in such manner as shall be determined by the
Board and in accordance with the law.
1$. Agreement Not Exclusive; Operation in]urisdiction 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 anhend or alter dle
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CVAG PACE Program - AB 811
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Exhibit A
terns of other agreements ahnong the Members or Associate Members.
13. Conflict of Interest Code
`I'Ihe 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 the Authority by aiiy Member, Associate Member or any other public agency to
further die 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 die Authority at the time of making tic advance.
15. Fiscal Year; Accounts; Reports; Annual Budget; Administaa.tive Expenses
a. The fiscal year of the Authority sliall 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
in accounting based on a different fiscal year pretiiously.
b. Prior to die beginning of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
C. 'I'lhe 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 slhall either snake, or contract witli a certified public accountant or
public accountant to make, an annual audit of the accounts and records of the Authority. The
hninimunh requirements of die 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 (aiid 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 the annual budget of the Authority does not exceed five
thousand dollars ($5,000.00), the Board hnay, upon unainnnous approval of the Board, replace the
annual audit with all ensuing one-year period, but in no event for a period longer than two fiscal
years.
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CVAG PACE Program - AB 811
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Exhibit A
16. Duties of Members or Associate Members; Breach
If any Member or Associate Member sliall default in performing any covenant contained
herein, such default shall not excuse plat 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 die 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 sliall not impair the right
of the Authority to any or all other remedies.
17. Indemnification
To the full extent pennitted 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 the best interests of the Authority and, in the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in tre 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 die 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 anhendcd by the adoption of die amendment by the governing
bodies of a majority of the Membcrs. Tire amendment shall become effective an die first day of
tlhe month following the last required member agency approval. An amendment hnay be initialed
by the Board, upon approval by a majority of the 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
Resolution No. 2017- 035
CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit A
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
11• a Member withdraws as member of RCRC, its membership in the Authority shall
automatically ternhinate. 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 lie Authority remain
outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted
by the Mernber's governing body which authorizes withdrawal is received by the Authority.
Notwithstanding the foregoing, any termination of membership or withdrawal from die Authority
shall not operate to relieve any terminated or witlidraAing Member or Associate Member from
Obligations incurred by such tenninated or withdrawing Member or Associate Member prior to
(lie time of its termination or withdrawal.
21. 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 swine instrument.
b. Construction. The section headings herein are for convenience only and are not to
be construed as modifying or governing the language in tlhe 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 enforce or interpret its
teens shall be brought in Sacramento County, California.
e. lihtegration. 71his Agreement is the complete and exclusive statement of the
agreement among die parties hereto, and it supersedes and merges all prior proposals,
understandings, and other agreements, whether oral, written, or implied nh conduct, between and
among the parties relating to the sul ject matter of this Agreement.
1•. Successors; Assignment. This Agreement shall be binding upon and shall inure to
die benefit of the successors of tlhe parties hereto. Except to die extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of the Board.
g. Severab>Zity. 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 Califonia, or otherwise be
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CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit A
rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions
hereof shall not he affected thereby.
The parties hereto have caused this Agreement to be executed and attested by their properly
authorized officers.
M 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
Amended and restated 11lay 5, 2015
ISIGNATL RES ONFOLL0WING PAGES]
Resolution No. 2017-035
CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit A
ATTACHMENT 1
GOLDEN STATE FINANCE AUTHORITY MEMBERS
As of May 5, 201.5
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Like 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
Resolution No. 2017-035
CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit A SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated:
IN
N
Title:
Attest:
By
[Clerk of the Board Supervisors or City Clerk]
Resolution No. 2017-035
CVAG PACE Program - AB 811
Adopted: July 5, 2017
JPA Addendum
Exhibit B
GOLDEN STATE FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated May 5, 2015)
SIGNATURE PAGE WITH ASSOCIATE MEMBERSHIP TERMS AND CONDITIONS FOR CITY
OF LA QUINTA ("JPA Addendum")
The City of La Quinta ("City") hereby agrees to become an Associate Member of the
Authority expressly subject to the following:
1. The City joins the Authority as an Associate Member solely for the purpose of
enabling the Authority to make its property -assessed clean energy (PACE) Programs
(the "Authority PACE Programs")' available to properties within the jurisdictional
boundaries of the City, as further set forth in Resolution Nos. 2017 - and 2017 -
adopted by the City Council of the City on July 5, 2017 ("Resolutions").
2. Notwithstanding Section 4(d) of the Amended and Restated Joint Exercise of
Powers Agreement entered into on July 1, 1993, as amended to date ("Agreement"),
no terms and conditions established by the Board, and not contained in the
Agreement as of the date of City's execution of this JPA Addendum, shall be binding
on the City unless and until approved, in writing, by the City Manager of the City ("City
Manager"). Further, notwithstanding Section 19 of the Agreement, no amendment to
the Agreement which impacts the City, as an Associate Member, shall be binding on
the City unless approved in writing by the City Manager.
3. For clarification, and pursuant to Section 6(g) of the Agreement, any Bonds,
together with any interest and premiums thereon, shall not constitute debts, liabilities
or Obligations of the City.
4. The Agreement shall not be exclusive, and the City 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.
5. The right of the City to withdraw from the Authority, which withdrawal shall
become effective thirty (30) days after a resolution adopted by the City Council of the
City is received by the Authority, except that the City Manager may terminate the
Authority's rights and authorizations as set forth in the Resolutions.
1 The Authority PACE Programs are (i) a financing program authorized under Chapter 29 of the Improvement Bond
Act of 1911, being Division 7 of the California Streets and Highways Code; and (ii) a financing program authorized
under the Mello -Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California
Government Code, and particularly in accordance with Sections 53313.5(I) and 53328.1(a).
Resolution No. 2017-035
CVAG PACE Program - AB 811
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Exhibit B
6. Section 4(d) of the Agreement authorizes the Board to add an Associate Member by
an affirmative vote of the Board with such rights, privileges, and responsibilities
established from time to time by the Board. Accordingly, through the affirmative vote
of the Board to add City as an Associate Member, the Authority hereby agrees to such
the terms and conditions contained in this JPA Addendum and the Resolutions;
provided, no future change to the Agreement shall be effective without compliance
with paragraph 2 of this Addendum.
7. By its signature below, the Authority agrees to be bound by this JPA Addendum,
and it further agrees that the Authority shall not challenge, in a court of law or
otherwise, the validity, legality, and enforceability of this JPA Addendum.
[Signatures on following page]
82671.00001\29607493.4
Resolution No. 2017-035
CVAG PACE Program - AB 811
Adopted: July 5, 2017
Exhibit B
GOLDEN STATE FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1,1993 and as last amended and restated May 5, 2015)
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS WITH ASSOCIATE MEMBERSHIP
TERMS AND CONDITIONS FOR CITY OF LA QUINTA
(continued)
CITY OF LA QUINTA
Frank J Spevacek, City Manager
ATTEST:
JIM
Dated:
APPROVED AS TO FORM:
Susan Maysels, City Clerk William H. Ihrke, City Attorney
ACKNOWLEDGED AND AGREED:
Los
Name:
Golden State Finance Authority
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00001 \29607493.4