CC Resolution 2017-036RESOLUTION NO. 2017 - 036
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 COMMUNITY
FACILITIES DISTRICT TO FINANCE RENEWABLE ENERGY
IMPROVEMENTS, ENERGY EFFICIENCY AND WATER
CONSERVATION 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 is a joint powers authority, (the
"Authority") established pursuant to Chapter 5 of Division 7, Title 1, of the Government
Code of the State of California (Section 6500 and following) and the Joint Powers
Agreement entered into on July 1, 1993, as amended to date (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, the Authority has established a Community Facilities District, CHFA
No. 2014-1 (Clean Energy) (the "Authority CFD Program") 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(l) and 53328.1(a) (the "District"); and
WHEREAS, the purpose of the Authority CFD Program is to finance or refinance
(including the payment of interest) the acquisition, installation, and improvement of
energy efficiency, water conservation, seismic improvements, renewable energy and
electric vehicle charging infrastructure improvements permanently affixed to private
or publicly -owned real property (the "Authorized Improvements"); and
WHEREAS, the City of La Quinta (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
and administer Regional PACE Programs (as defined in said Implementation
Agreement) within the jurisdictional boundaries of the CVAG member jurisdictions;
and
Resolution No. 2017- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
Page 2 of 4
WHEREAS, CVAG proposes to enter into one or more Administration
Agreements with program administrators currently active in the Authority CFD
Program to provide the Regional PACE Programs to CVAG member agencies, whereby
portions of the administration of the Authority CFD Program in Eastern Riverside
County shall be delegated to CVAG (the "Administration Agreements"); and
WHEREAS, the City 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
WHEREAS, the City has determined that it is in the public interest and for the
public benefit that the City become a Member of the Authority so that property owners
within the City's territory may participate in any Regional PACE Programs
implemented by CVAG pursuant to any Administration Agreements by and between
CVAG and Authority program administrators; and
WHEREAS, the Authority has established the District, as permitted by the Act
and the Authority JPA, and the City, desires to become an Associate Member of the
Authority JPA by acknowledgement of the Authority JPA Agreement, to participate in
any of the Regional PACE Programs for which CVAG has entered into an Administration
Agreement with an Authority CFD Program administrator, and to assist property
owners within the incorporated area of the City to participate in such Regional PACE
Programs; 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.
Resolution No. 2017- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
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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 CFD Program to
finance the installation of the Authorized 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 CFD Program 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. 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 Authorized Improvements; provided,
however, that the City will not be responsible for the conduct of any assessment or
special tax proceedings; the levy of assessments or special taxes; any required
remedial action in the case of delinquencies in such assessment or special tax
payments; or the issuance, sale, administration, repayment or guarantee of any bonds
or other debt issued in connection with the Authority CFD 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 CFD 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 CFD Program within the City consistent with the
terms of any Administration Agreements by and between CVAG and an Authority CFD
Program administrator, and report back periodically to this City Council on the success
of such program.
SECTION 6. This Resolution shall take effect once it is adopted only for an Authority
CFD 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
Resolution No. 2017- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
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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, Radi, Sanchez, Mayor Evans
NOES: None
ABSENT: None
ABSTAIN: None
LINDA EVANS, MAYOR
City of La Quinta, California
ATTEST:
SUSAN MAYSELS, CI Y CL
City of La Quinta, Californi
(CITY SEAL)
APPROVED AS TO FORM:
�f
WILLIAM H. IHRKE, CITY ATTORNEY
City of La Quinta, California
Resolution No. 2017-036
CVAG PACE Program 5B 555
Adopted: July 5, 2017 EXHIBIT A
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)
THIS AMENDED AND RESTATED ,JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among the counties listed on Attaclslnent 1 hereof and
incorporated Herein by reference. All such counties are referred to herein as "Members" will; the
respective powers, Privileges and restrictions provided berein.
RECITALS
A. WHEREAS, die California Rural House Mortgage Finance Authority ("CRIJMFA") was
created by a Joint Exercise of Powers Agreement slated July 1, 1993 Pursuant to the Joint Exercise
of Powers Act (commencing ►vitb Article 1 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (tlse "Act"). By Rcsolution 2003-02, adopted on
January 15, 2003, the name. of Ilse autlsorih' was changed to CRHMFA Homebuyers Fund. On
December 10, 2014, Ilse name of the authority was changed to California Home Finance
Authority. Tisc most recent amendment to the Joint Exercise of Powers Agreement was on
December 10, 2014..
B. WHEREAS, the Members of Califonlia Home Finance Authority desire to update,
reaffirm, clarify and revise certain provisions of (lie joint powers agreement, including the renaming
of the joint powers authority, as set forth herein.
C. WHEREAS, (lie Members are cacti empowered by law to finance the construction,
acquisition, improvement and rehabilitation of meal Property.
D. WHETLAS, by tlsis Agreement, the Members desire to create and establish a joint powers
authority to exercise their respective bowers for the purpose of financing the construction,
acquisition, improvement and rehabilitation of real property within tie jurisdiction of t11e Auhority
as authorized by the Act.
NOW, THE, REFORE, in consideration of the mutual covenants contained Herein, the Members
individually and collectively agree as follows:
I. Definitions
Unless the context otherwise requires, the following terms shall for purposes of this
Agreement have the meanings slaecitied below:
"Acf means the Joint Exercise of Powers Act, commencing wide Article 1 of Chapter 5 of
Division 7 of Title l of tlic Government Code of the State of California, including die Marks -Roos
Local Bond Pooling Act of 1985, as amended.
Resolution No. 2017- 036
CVAG PACE Program 5B 555
Adopted: July 5, 2017
Exhibit A
"Agreement" means this Joint Exercise of Powers Agreement, as the swine now exists or as it
may from time to time be amended as provided herein.
'Associate Member" means a county, city or other public agency which is not a voting
nnember of dic Rural County Representatives of California, a California nonprofit corporation
("RCRC"), with legal power aid authority similar to that of tine 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 Executive Comiittee.
"Authority" means Golden State Finance Authority (GSFA) fonnerly known as California
Home Finance Authority ("CHF"), or 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 (lie Act and any other obligation
within the ;Weaning of die terns "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" mews the Executive Committee of the Board established pursuant
to Section 10 liercof.
%lembee means any county which is a member of RCRC, has executed this Agreement
and has become a meinber of the Authority.
"Obligations" means bonds, notes, wan -ants, 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 the Authority.
"Rural County Representatives of California" or "RCRC" meals the nonprofit entity
incorporated under that nane in the State of California.
"Supervisor" means all elected County Supervisor from an RCRC member county.
Resolution No. 2017-036
CVAG PACE Program 5B 555
Adopted: July 5, 2017
Exhibit A
2. Purpose
The purpose of Llae Authority is to provide financing for Q1e acquisition, construction,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for tale benefit of residents and comn-jui7ides. In pursuit of this purpose, this Agreement provides
for the joint exercise of powers common to any of its Members and Associate Members as
prmided herein, or.otlienvisc authorized by the .'act and other applicable laws, including assisting
in financing 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 A& As provided in the Act, the
Authority sliall be a public entity separate and distinct from the Members or Associate Members.
b. Tile Authority will cause a notice of this Agreement or any amendment bereto,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 rrview the petition for membership
and shall dote to approve or disapprove the petition. 1f the petition is approved by a majority of
the Board, such county shall immediately become a Member of the Authority.
d. A11 Associate Member may be added to die Authority upon the afiinnative
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 thzie 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 vi 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 die Authority sliall enforce the terms
and conditions for prospective Associate Members to the Authority as provided by resolution of
the Board and as amended from dine to time by the Board. Changes in the terns 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 tune
when all Bonds and any interest thereon shall have been paid nl full, or provision for such
pa}nnent shall have been made, or when the Authority shall no longer own or hold any interest in a
Resolution No. 2017- 036
CVAG PACE Program SB 555
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 this 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 ihit.erest thereon shall have been paid or provision for such
payment shall have been made and any other debt incurred with respect to any other fnnancing
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, the 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 die 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 the conduct of its meetings and the activities of the 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 ol- 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 field by die Authority or resold to public or private purchasers at public or
negotiated sale. Thrye Authority shall set any other teens and conditions of any purchase or sale
contemplated lierein 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 pennitted by resolution of the Board wider any
applicable provsion 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 fonns 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 i iternal resources, capital nharkets and other forms of
private capital investment authorized by the Act.
d. The Authority is hereby authorized to do all acts necessary for the exercise of its
powers, including, but not limited to:
(1) executing contracts,
(2) ehnploymg agents, consultants and employees,
(3) acquiring, constructing or providing for maintenance and operation of any
building, work or improvement,
(4) acquiring, lholdmg or disposing of real or personal property wherever
Resolution No. 2017- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
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 forms of assistance from persons, finns, 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 the
acquisition, installation and improvement of energy efficiency, water
conservation and renewable energy inprovements to or on real property
and in buildings. The Authority may enter into one or more agreements,
including without limitation, participation agreements and iuplementation
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 (lie 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, funds and records of' the Authority sliall be
owned by the Authority, except as may be provided otherwise herein or by resolution of Ilse
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 chat 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 oilier
instrument pursuant to which such Bonds are issued. Neither the Members or Associate
Members nor the Authority sliall 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 ally
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.
Resolution No. 2017- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
Exhibit A
7. Gove ing 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 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 tie same manner provided in this paragraph b..
C. The governing body of each Member of the Board shall appoint a Supervisor as all
alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the
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 airy meeting of die Board, n
and any Member's designation of a
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 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 belzali' of such Member may not vote or be counted toward a quorum but
may, at the discretion of tie Chair, participate in open meetings he or she attends.
C. Each Associate Member may designate a non -voting representative to tie 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 reihnbursement for expenses actually incurred in connection with such service
pursuant to rules approved by the Board and subject to the 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 1?xecutive Cormnitttee 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.
ln. The Board may establish other committees as it deems necessary for any lawful
purpose; such eornmitiees 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- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
Exhibit A
8. Meetings of the Board
a. The Board shall meet at ]cast 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 the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of
Division 2 of Title 5 of die Government Code of the State of California.
C. The Secretary of die 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 constitute a quorum for transacting business at any meeting of the Board, except
that less than a quorum may act to adjourn a meeting. Each Dele -ate shall [rave one vote.
e. Meetings may be held at aiiy 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 ,rice chair shall perform such duties in the absence or
nn the event of the unavailability of the chair.
b. The Board shall contract annually with RCRC to adrminister the Agreement. and to
provide administrative services to the Authority, and the President and Chief Executive Officer of
RCRC shall serve ex ollicao 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 oilier 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 is-ustee 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 the Authority shall be the Rural County
Representatives of California.
Resolution No. 2017-036
CVAG PACE Program SB 555
Adopted: July 5, 2017
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 tie amount of at least one
hundred thousand dollars ($100,000.00) shall be obtained at the expense of lie Authority and
filed Aitli the Executive Director. Such bond nnay 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.
C. The business of the Authority shall be conducted under die supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
The Authority shall appoint no fewer Qran nine (9) and no more than eleven (11)
members of its Board to serve on an Executive Conunittee. The Chair and Vice Chair of the
Authority shall serve on the Executive Connmitlee.
b. Powers and Limitations
Tile Executive Commnittee shall act in an advisory capacity and snake
recommendations to the Audiority 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 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.
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 irnprovennents 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
Resolution No. 2017- 036
CVAG PACE Program 5B 555
Adopted: July 5, 2017
Exhibit A
terns 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 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 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 al the time of making the advance.
15. Fiscal Year, Accounts; Reports; Annual Budges; Adminisb-dliive Expenses
a. The fiscal year of the Authority shall be (lie 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 previously.
b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
C. 'llie 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 he 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
conforhri 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 fled 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 inonths after the end of the fiscal year.
e. In any year in which the ahmnual 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.
Resolution No. 2017-036
CVAG PACE Program SB 555
Adopted: July 5, 2017
Exhibit A
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 [lie 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 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 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 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 planner 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 leis 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 alike position would use under sihimilar circumstances.
18. Immunities
All of the privileges and inhmunities 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 Dissociate Members when
performing their respective fmlctions, 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
Thus Agreement may be ainended by the adoption of the amendment. by the governing
bodies of a majority of die Members. Tile amendment shall becoine effective on the first day of
line month following the Iast required member agency approval. An ahnendhnent may be initiated
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. 2017-036
CVAG PACE Program SB 555
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 fonnal 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 die 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 lime 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 same instrument.
b. Construction. Th1e section headings herein are for convenience only and are not to
be construed as modifying or governing file 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 Califon-iia, under the
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terns shall be brought in Sacramento County, California.
e. hAegrataion. Thus 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 in conduct, between and
among die 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 die 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 die State of California, or otherwise he
Resolution No. 2017- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
Exhibit A
rendered unenforceable or ineffectual, the validity of the 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
Amended and restated May 5, 2015
[SIGNATURES ONFOLLOWING PAGES]
Resolution No. 2017- 036
CVAG PACE Program 513 555
Adopted: July 5, 2017
Exhibit A
ATTACFIMENT 1
GOLDEN STATE FINANCE ALTMORI TY MEMBERS
As of May 5, 2015
Alpine County
Amador County -
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperi<-al 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
Sutler Counts
Tehama County
Trinity County
Tuoluwnne County
Yolo County
Yuba County
Resolution No. 2017-036
CVAG PACE Program SB 555
Adopted: July 5, 2017
Exhibit A
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]
Resolution No. 2017-036
CVAG PACE Program SB 555
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- 036
CVAG PACE Program SB 555
Adopted: July 5, 2017
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]
Resolution No. 2017- 036
CVAG PACE Program SB 555
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:
In
Dated:
APPROVED AS TO FORM:
Susan Maysels, City Clerk William H. Ihrke, City Attorney
ACKNOWLEDGED AND AGREED:
By:
Name:
Golden State Finance Authority
1215 K Street, Suite 1650
Sacramento, CA 95814