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HomeMy WebLinkAboutMS Financing; PACECITY of Agenda Item No: 5.a n. Meeting Date: September 8, 2015 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: City Manager's Office J�kH �ry,W,��ti Prepared by: Cory Bytof City Manager Approval: Sustainability and Volunteer Program Coordinator TOPIC: AUTHORIZATION OF ADDITIONAL PROPERTY ASSESSED CLEAN ENERGY (PACE) FINANCING PROGRAMS FOR SAN RAFAEL SUBJECT: RESOLUTIONS TO AUTHORIZE THE FOLLOWING ADDITIONAL PROPERTY ASSESSED CLEAN ENERGY (PACE) FINANCING PROGRAMS TO CREATE AN OPEN PACE MARKETPLACE: California HERO Program; Figtree PACE Program; CSCDA Open PACE Programs including AllianceNRG; and Ygrene Works PACE Program EXECUTIVE SUMMARY: Property Assessed Clean Energy (PACE) Financing is a means for local home owners and business owners to finance energy efficiency, water conservation, and renewable energy improvements to their properties. A growing number of financing companies have launched PACE programs and are seeking authorization in Marin jurisdictions. The County of Marin, in partnership with Marin Clean Energy (MCE), established an "Open PACE Marketplace Model" which allows any PACE operator to provide services in the unincorporated portions of the County if they execute and comply with an Agreement for Collaborative Services with the County and MCE for PACE Financing Marketplace. This model allows for assurances that the PACE program providers will adhere to a set of best management practices that provide consumer protections for property owners. The Agreement also applies to the Providers' activities in Marin cities/towns that authorize their program. At this time five PACE Programs have signed on to the Agreement for Collaborative Services. One of these Providers, CaliforniaFIRST, has already been authorized to conduct business in San Rafael. These resolutions would authorize four more Providers. RECOMMENDATION: Adopt the required resolutions provided as Attachments 4 - 8 allowing property owners in the incorporated areas of San Rafael to participate in the California HERO, Figtree, California Statewide Communities Development Authority's (CSCDA's) Open PACE, and Ygrene Works PACE financing programs. FOR CITY CLERK ONLY File No.: Q-4 1 Council Meeting: � q)9-1101 IC Disposition: 1- i t 1.40061i 1-1 o') 105 1L-( SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 BACKGROUND: Legislative Background: PACE financing programs for the installation of distributed generation renewable energy sources (e.g. rooftop solar electric systems), energy efficiency, and/or water conservation improvements, that are permanently fixed to real property can be set up and administered under either of two different statutory frameworks: the Improvement Act of 1911 as amended by Assembly Bill (AB) 811, or the Mello -Roos Act, as amended under Senate Bill (SB) 555. AB 811, enacted in 2008, amended Chapter 29 of Part 3 of Division 7 of the Streets & Highways Code (referred to in the attached resolutions as "Chapter 29") to authorize a legislative body of a city, county, or city and county, to designate an area within which authorized public officials and willing property owners may enter into voluntary contractual assessments to finance the installation of distributed generation renewable energy sources, energy efficiency, and/or water conservation improvements that are permanently fixed to real property, as specified. SB 555, which took effect January 1, 2012, similarly amended the Mello -Roos Community Facilities Act (Gov. Code §§ 53311 - 53368.3) to allow for the creation of Community Facilities Districts (CFD's) for the purpose of financing or refinancing 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. Individual properties can be annexed into such a district and be subject to the special tax that is imposed to repay project financing only if the Council adopts a resolution consenting to the inclusion of parcels in the incorporated areas of the City within the PACE CFD and each participating owner provides its unanimous written approval for annexation of its property into the PACE CFD. In November 2012, the City Council authorized the City of San Rafael to join the California Statewide Communities Development Authority (CSCDA)-sponsored CaliforniaFIRST program and offer PACE financing opportunities to our commercial and residential property owners. Since the program's Marin launch in August 2014, CaliforniaFIRST has received 145 applications and funded 34 projects for a total of $678,000 of approved financing. Of those, 51 applications and 21 of the funded projects have been in San Rafael. Currently, CaliforniaFIRST is authorized in all but two jurisdictions in Marin County. Collaborative Services Agreement for Financing Marketplace In addition to CaliforniaFIRST, there are several other PACE financing programs operating in the state. Each program offers financing terms that may be attractive to different property owners. Attachment 1 provides a comparison matrix of the programs under consideration for San Rafael. Allowing additional PACE programs to operate in the City of San Rafael will provide competition and choice for property owners, particularly if those programs are required to adopt and abide by the same basic set of 'best practices'. In order to safeguard consumer interests and promote program success, County and MCE staff developed an "Agreement for Collaborative Services for PACE Financing Marketplace" (Agreement) which establishes the terms, conditions and roles each PACE financing provider (Provider) will follow when operating in Marin County (Attachment 2). MCE and County staff have worked together to adopt. the Agreement (Attachment 3), which draws largely from the agreement currently in use in Sonoma County, and they have worked with each of the PACE providers to consider suggested edits to the Agreement. While the Agreement is between the County of Marin, MCE and the PACE Providers, the language of the agreement states that it also applies to actions of the Provider in participating cities/towns that chose to authorize the program. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 Features of the attached Agreement include: • Establishment of the County and MCE as a 'team' to interface and manage the Provider network in Marin County. • Designation of MCE as the liaison to the Providers locally; MCE will offer marketing and outreach activities and will serve as a local storefront where local residents may ask questions and learn more about the programs. • Requirement for all Providers to have clearly visible disclosures regarding the Federal Housing Finance Agency's (FHFA's) policies on residential PACE programs. • Requirement that commercial applicants acquire affirmative acknowledgement from their primary lender regarding their plans to add an assessment to their property. • Requirement for all Providers to either participate in the state's Loan Loss Reserve program or a comparable program. • Limitation on claims that Providers (or their designated contractors) can make to applicants regarding the tax deductibility of PACE assessments. • Requirement for data sharing between the Providers and MCE and the County so that MCE and County staff can track participation in the PACE programs locally for reporting to cities and towns. • Requirement for Providers to accept responsibility for negligence in administering PACE programs. Federal Housing Finance Authority Update and Governor's Loan Loss Reserve In July 2010, the Federal Housing Finance Agency (FHFA) announced its opposition to PACE financing programs. FHFA's rationale for opposing PACE programs is based on the senior lien status afforded by California law to PACE transactions. This means that in the event of a default, borrowers could be required to repay PACE lenders prior to repaying their original mortgage lenders. FHFA fears that this priority in repayment could make mortgages on properties participating in PACE financing programs more risky for mortgage lenders. Since 2010, the State of California, in conjunction with PACE providers, has taken several actions to ensure PACE does not pose a risk to the mortgage industry. In 2013, Senate Bill 96 directed the California Alternative Energy and Advanced Transportation Financing Authority (CAEATFA) to develop the PACE Loss Reserve Program to mitigate the potential risk to mortgage lenders associated with residential PACE financing. The $10 million Loss Reserve will make first mortgage lenders whole for any losses in a foreclosure or a forced sale that are attributable to a PACE lien covered under the Loss Reserve Program. The goal of the Loss Reserve Program is to put first mortgage lenders in the same position they would be in without a PACE lien. PACE administrators can participate in the Loss Reserve Program by applying to CAEATFA and demonstrating that they meet the Program's minimum underwriting criteria. Once a PACE program is enrolled, the Loss Reserve will cover assessments issued by that program for their full terms, or until funds are exhausted. Enrolled PACE programs report their financing activity to CAEATFA semi- annually. As noted above, the Agreement requires Providers to participate in the Loss Reserve Program or another comparable program. Given the program data to date from the Sonoma County PACE program (launched in 2009) and the Home Energy Renovation Opportunity (HERO) program (launched in 2012), the risk of a property owner defaulting on a PACE assessment is very low. After more than five years offering PACE financing, Sonoma's program has a 0% default rate and less than 1% tax delinquency rate while providing over $69 million in financing to nearly 2,100 residential energy efficiency retrofit projects and SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4 over 60 commercial upgrade projects. In October 2014, Sonoma opened its marketplace to also offer CaliforniaFIRST and HERO financing. Like Sonoma's program, HERO also has a 0% default rate. Sonoma is currently considering adding Figtree and Ygrene Works PACE programs as well. ANALYSIS: The following programs have approached the City requesting authorization as part of the Marin Open PACE Marketplace: California HERO (Home Energy Renovation Opportunity) Program: Since its launch in late 2012, the HERO Program established by the Western Riverside Council of Governments (WRCOG) has been very successful in Western Riverside County, providing over $279 million in financing to 14,982 projects. It has since expanded to over 323 jurisdictions throughout the state. On a statewide basis, the HERO program has financed 35,953 projects to date, representing $703 million in financing. City participation in the California HERO Program requires the City to join the WRCOG joint exercise of powers authority as an Associate Member, solely for the purpose of implementing the PACE program within the City's jurisdictional boundaries. The Resolution attached as Attachment 4 would approve the HERO Program and authorize the Mayor or City Manager to sign the necessary Amendment to the Authority's Joint Powers Agreement (Attachment 4, Exhibit A). Figtree PACE Program: The Figtree PACE program provides 100% upfront financing to residential and commercial property owners for a wide range of eligible property improvements. Over 100 municipalities throughout California have already joined the Figtree program, which is offered through its JPA partner the California Enterprise Development Authority (CEDA). Together, Figtree and CEDA offer the program as a complete turn -key PACE solution. Currently, Figtree offers commercial financing only but intends to launch a residential program in 2015 as well. The authorizing resolution allows for both commercial and residential financing. To participate in the Figtree program, the City will need to become an Associate Member of CEDA. The Resolution attached as Attachment 5 would approve the Figtree program and authorize the Mayor and City Manager to sign the required Associate Membership Agreement and Agreement indemnifying the City (Attachment 5, Exhibits B and C). CSCDA Open PACE Programs including AllianceNRG: The California Statewide Communities Development Authority (CSCDA) established the Open PACE platform to offer its members a turn -key PACE solution that provides residential and commercial property owners the choice among prequalified PACE financing providers based on their business practices, qualifications, experience and capital commitment to the California PACE market. CSCDA anticipated that it would then add program providers to the Open PACE platform as each applied and demonstrated compliance with the platform requirements. The theory is that by adopting one resolution, cities and counties provide residential and commercial property owners a competitive PACE program offered by different administrators. The Resolution attached as Attachment 6 is drafted to authorize all Open PACE program providers within the City. At this time the Open PACE platform includes just two program providers — California FIRST, which the City has already authorized, and AllianceNRG; therefore the Resolution would have the immediate effect of allowing the other program, AllianceNRG within the City. Other providers could be added to the Open PACE platform in the future, however if that happens, the Resolution requires CSCDA to notify the City in advance. The AllianceNRG Program offers 100% financing for energy or disaster mitigation retrofits including soft costs, the cost of the product, installation and other approved ancillary costs. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5 Ygrene Works PACE Program: California Home Finance Authority (CHFA), which is in the process of formally changing its name to Golden State Finance 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) and by a Joint Powers Agreement entered into on July 1, 1993, as amended from time to time. While all of the other proposed PACE programs seek authorization under AB 811, CHFA has established two PACE financing programs under the legislative authority of both AB 811 (Improvement Act) and SB 555 (Mello -Roos Act). CHFA contracts with Ygrene Energy Fund CA LLC (Ygrene) to serve as the program administrator and to operate the Ygrene Works for California PACE financing program. Ygrene intends to operate its program under the auspices of SB 555; however it believes that establishing two programs under both authorities provides for the greatest flexibility and program reliability moving forward should legislation or market conditions change in the future. To participate in the CHFA PACE programs, the City must become an Associate Member of CHFA. Associate membership requires no dues or other costs to the City, but permits participation in all CHFA programs including the PACE program. The Resolutions attached as Attachments 7 and 8 would approve the CHFA Pace programs, and authorize the Mayor or City Manager to sign the required Joint Powers Agreement (Exhibit A to Attachments 7 and 8). Summary All of the proposed programs allow for open marketplaces and do not require exclusivity. Nor do any of the programs result in any costs to the City. Moreover, any jurisdiction can withdraw from any of the PACE programs at any time by passing a resolution rescinding the authorization. All of the proposed PACE program providers have signed onto the Agreement for Collaborative Services with the County and MCE. FISCAL IMPACT: There is no anticipated fiscal impact to the City for authorizing these programs within the City. The City will have no administrative responsibilities, marketing obligations, or financial obligations associated with the PACE programs. The cost of placing assessments on the property tax roll will be covered through fees set by the County and administered by each of the program operators. OPTIONS: The City Council has the following options to consider on this matter: 1. Adopt all attached resolutions to authorize additional Property Assessed Clean Energy (PACE) financing programs to create an Open PACE Marketplace. 2. Adopt resolutions with modifications. 3. Adopt specific resolutions and reject others. 4. Direct staff to return with more information. 5. Take no action. RECOMMENDED ACTION: Adopt the required resolutions provided as Attachments 4 — 8, allowing property owners in the incorporated areas of San Rafael to participate in the California HERO, Figtree, CSCDA Open PACE, and Ygrene Works, PACE financing programs. ATTACHMENTS: 1. PACE Programs Comparison Chart SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 6 2. Agreement for Collaborative Services for PACE Financing Marketplace 3. MCE Resolution 2015-02 4. Resolution consenting to the inclusion of properties in the incorporated areas of the City in the California HERO PACE financing program and approving an Amendment to the related JPA. a. Exhibit A - Amendment to the Joint Powers of the Western Riverside Council of Governments Agreement adding the City of San Rafael 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. 5. Resolution joining the California Enterprise Development Authority (CEDA) as an Associate Member and authorizing CEDA, through Figtree Financing, to offer their program and levy assessments within the incorporated area of the City. a. Exhibit A — Resolution of CEDA declaring intention to finance installation of distributed generation renewable energy sources, energy efficiency and water efficiency improvements in the City of San Rafael b. Exhibit B - Indemnification Agreement by and between the City of San Rafael and Figtree Company, Inc. c. Exhibit C — Associate Membership Agreement by and between the City of San Rafael and CEDA 6. Resolution consenting to the inclusion of properties within the territory of the City in CSCDA Open PACE Programs, including the AllianceNRG program, and authorizing the CSCDA to accept applications from property owners, conduct assessment proceedings and levy contractual assessments within the territory of the City. 7. Resolution consenting to inclusion of properties within the City's jurisdiction in the CHFA PACE Program to finance renewable energy generation, energy and water efficiency improvements and electric vehicle charging infrastructure via AB 811, and joining the California Home Finance Authority (CHFA) as an Associate Member. a. Exhibit A — CHFA Amended and Restated Joint Exercise of Powers Agreement Requesting Associate Member Status 8. Resolution consenting to inclusion of properties within the City's incorporated area in CHFA Community Facilities District No. 2014-1 (Clean Energy) to finance renewable energy generation, energy efficiency, water conservation and electric vehicle charging infrastructure improvements via SB 555, and joining the California Home Finance Authority (CHFA) as an Associate Member. a. Exhibit A — CHF Amended and Restated Joint Exercise of Powers Agreement Requesting Associate Member Status Attachment 2 AGREEMENT FOR COLLABORATIVE SERVICES FOR PROPERTY ASSESSED CLEAN ENERGY FINANCING MARKETPLACE This agreement ("Agreement"), dated as of , 2015 ("Effective Date") is by and between the County of Marin, a political subdivision of the State of California (hereinafter "County"), Marin Clean Energy (hereinafter "MCE"), a California joint powers authority, and , (hereinafter "Marketplace Member"), as an entity participating in the Financing Marketplace administering a Property Assessed Clean Energy (PACE) Financing program utilizing either the California Assembly Bill 811 and/or California Senate Bill 555 model. RECITALS WHEREAS, the County is committed to mitigating and adapting to the causes and impacts of climate change and supporting energy independence from fossil fuels to safeguard the environment, human health and the economy; and WHEREAS, during Earth Week 2002, the Board of Supervisors adopted a resolution that recognizes both the gravity of global warming and the responsibility for local action; and WHEREAS, MCE has passed a Resolution 2015-03 stating its support and partnership in implementing and marketing the PACE programs in Marin County; and WHEREAS, the Community Development Agency's Sustainability Team in partnership with MCE (the "Team") offers programs, technical resources and education for energy upgrades and retrofits; and WHEREAS, the objective of the Team programs is to help property owners save energy, save money, and live comfortably; and WHEREAS, the Team seeks to minimize customer confusion, provide access to education and information to property owners and assist with making informed decisions on rebates and incentives, tools and testing equipment, contractor programs, and financing options; and WHEREAS, the Marketplace Member will meet or exceed the collaboration requirements of the Financing Marketplace as detailed below; and Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 1 of 16 Attachment 2 WHEREAS, the Marketplace Member is willing to participate to support community climate goals and minimize consumer and contractor confusion; and WHEREAS, the Marketplace Member will provide support and resources to MCE related to education, outreach and development of the energy upgrade industry and trades; and WHEREAS, the Marketplace Member will support, align and integrate its efforts with the County -wide goals for job creation, resource demand reduction, and renewable energy generation; and WHEREAS, the Marketplace Member will establish its own interest rates, repayment terms, and fees as state and federal laws and the market defines and allows; and WHEREAS, the Marketplace Member will share project information and data in an accessible electronic format with the Team on a quarterly basis and upon request within ten (10) business days; and WHEREAS, the Marketplace Member will arrange for the collection of Property Assessed Clean Energy assessments it has financed directly with the County Tax Collector's Office; and WHEREAS, this Agreement does not include any financial arrangements between the Marketplace Member and the County, nor does it preclude any separate contracts for services or support; and WHEREAS, the purpose of this Agreement is to set forth the mutual understandings, terms and conditions related to Marketplace Members participating in the PACE Financing Marketplace in the County of Marin and participating cities/towns. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows: Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 2 of 16 Attachment 2 AGREEMENT 1 Definitions. 1.1 "Eligible improvement" is a technology, product or tool officially approved by the financing provider. The improvements may include distributed generation renewable energy sources, energy and water efficiency improvements, seismic strengthening improvements and electric vehicle charging infrastructure improvements that will be permanently fixed to real property, and any additional improvements deemed eligible in the future by the California legislature. 1.2 "Financing Marketplace" is the Marin County model for providing multiple financing options to property owners interested in retrofit and renewable energy improvements to their buildings. 1.3 "Local Contractor" is defined as the licensed contractor of record with a business address within Marin County or an adjacent county. 1.4 "Marketplace Member" is an entity participating in the Financing Marketplace administering a program providing Property Assessed Clean Energy (PACE) Financing within Marin County. 1.5 "MCE Office" is the physical storefront location provided for Marin County and will be used as the central location for marketing and outreach efforts. 1.6 "Participating Cities /Towns" in Marin County are potentially Belvedere, Corte Madera, Fairfax, Larkspur, Mill Valley, Novato, Ross, San Anselmo, San Rafael, Sausalito and Tiburon. 1.7 "Participating Contractor" is any contractor who has agreed to, and abides, by the terms and conditions of the Marketplace Members' contractor standards. 1.8 "Property Assessed Clean Energy (PACE) Financing" is a means of financing distributed generation renewable energy sources, energy and water efficiency improvements, seismic strengthening improvements, electric vehicle charging infrastructure and other improvements deemed eligible by the California legislature that will be permanently affixed to real property, whereby the funds provided to pay for the improvements are repaid through contractual assessments, utilizing either California Assembly Bill 811 (Levine, 2008) ("AB 811"), which amended §§5898.10-5899.3 of the California Streets and Highways Code; or California Senate Bill 555 (Hancock, 2011) ("SB 555"), which amended certain portions of §§53311-53368.3 of the California Government Code and each as subsequently amended. 1.9 "Team" is made up of staff from the County and MCE Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 3 of 16 Attachment 2 1.10 "Work" as defined throughout this Agreement is the collaborative, non- competitive, effort between the Marketplace Member and the County to deliver the Financing Marketplace and support the citizens of Marin County in completing water and energy efficiency upgrades and the installation of renewable energy. 2 Scope of Work / Collaboration. 2.1 Marketplace Member's Specified Services. The Marketplace Member will offer and provide Property Assessed Clean Energy (PACE) Financing in collaboration with the Team. 2.2 Cooperation with County and MCE. Marketplace Member shall cooperate with County, MCE and staff in the performance of all work hereunder. 2.3 Performance Standard. Marketplace Member shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by an organization administering a Property Assessed Clean Energy (PACE) Financing program. County has relied upon the professional ability and expertise of Marketplace Member as a material inducement to enter into this Agreement. Marketplace Member hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Marketplace Member's work by County shall not operate as a waiver or release. If County determines that any of Marketplace Member's work is not in accordance with such level of competency and standard of care, County, in its sole discretion, shall have the right to do any or all of the following: (a) require Marketplace Member to discuss with County to review the quality of the work and resolve matters of concern; (b) terminate this Agreement pursuant to the provisions of Section 5, Termination; or (c) pursue any and all other remedies at law or in equity. 2.4 Financing Provision Requirements. The Marketplace Member will: 2.4.1 Advocate for efficiency measures before generation installation (i.e., include energy efficiency information in contractor training materials and on program website). Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 4 of 16 Attachment 2 2.4.2 Include a process to receive acknowledgement and confirmation of satisfaction with work completed from the applicant before project payment is disbursed and have a published dispute resolution process available for customers. 2.4.3 Provide summary of financing details (including assessment amount and terms, financing installments and estimated administrative expenses) to the applicant specific to the requested amount of the financing 2.4.4 For residential properties, require applicant acknowledgment of the Federal Housing Finance Authority position on PACE Financing on a separate signature acknowledgement page. Residential Disclosure Signature Form must be substantially similar to Attachment 1. 2.4.5 For non-residential properties, require written lender affirmative acknowledgement 2.4.6 Advocate and promote the use of Local Contractors (i.e., by identifying where the contractors are based on the Marketplace Member's PACE Financing program website). 2.4.7 Provide training to contractors and information to property owners on available rebates (for all utility and generation types), including and not limited to city rebate programs, PG&E programs, the Marin County Energy Watch program, and MCE programs 2.4.8 Require that all applicable building permits are obtained and finalized for all improvements 2.4.9 Verify that property owners are current on all property taxes for the subject property 2.4.10 Recommend that property owners consult with a tax professional prior to claiming any tax deductions associated with the project, and not recommend or indicate that homeowners take any particular filing position regarding their annual or semi-annual PACE assessment payments. 2.4.11 Include disclaimer language in application materials alerting property owner that it is their responsibility to understand impact of their project on potential local reassessment provisions. The disclaimer may include language stating that some property tax exclusions may apply and directing the applicant to the state's State Board of Equalization to obtain latest information on potential exclusions. Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 5 of 16 Attachment 2 2.4.12 Marketplace Member shall have a consistent plan for removal of assessments at end of repayment term and/or in the event of program closure. 2.5 Financial Policies. The Marketplace Member will: 2.5.1 For programs offering residential PACE Financing, be an active participant in the California Alternative Energy and Advanced Transportation Financing Authority (CAEATFA) PACE Loan Loss Reserve Program or comparable loan loss reserve program which includes at minimum the parameters outlined in Attachment 2. 2.5.2 Notify the County six months in advance if funding capacity available from the Marketplace Member to prospective PACE customers in the County will fall below the amount dispersed in the previous six months of operation 2.5.3 Notify the County of any foreclosure action as a result of a default in the payment of a PACE assessment on property in the County, where the PACE assessment was originated by the Marketplace Member. 2.6 Documents, Data, and Information Policies. The Team will: 2.6.1 Maintain the privacy and security of data received from Marketplace Members. The County and MCE shall comply with all applicable laws and applicable California Public Utilities Commission regulations. The County and MCE may only provide reports for public distribution that aggregate the data such that individual customer information cannot be identified, unless such customer has authorized release of individual customer information. The Marketplace Member will: 2.6.2 Provide electronic access to the name, business name, and California State Contractors license number of participating contractors of the Marketplace Member's program; and the contractors' agreement with the Marketplace Member. 2.6.3 Retain completed Residential Disclosure Signature forms (hardcopy or electronic) on file for duration of assessment. Furnish to County upon request. Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 6 of 16 Attachment 2 2.6.4 Provide either direct real time access to data or quarterly reports in an open electronic file format (such as Microsoft Excel) for data sharing of the following information for each assessment: a. Required data: i. Assessor's Parcel Number (APN) of the property ii. Dollar amount financed (the amount of the assessment) iii. Listing of all energy efficiency and water conservation eligible improvements installed by virtue of the financing, including the unit of measure for the improvement and the quantity installed iv. Listing of all generation improvements installed and the solar STC -DC rating in watts or kilowatts V. Contractor name b. If available: i. Amount of rebate or incentive dollars associated with the project (not financed) ii. How the customer heard about PACE Financing iii. Why the customer selected PACE Financing over other financing instruments available Why the customer selected their final Marketplace Member over others2.6.5 Provide the documents required for participation in the Marketplace Members' PACE Financing program to the County and Participating City and Town officials. 2.6.6 Provide support to County and Participating City and Town staff to facilitate adoption of required participation documents. The County will: 2.6.7 Offer staff resources and support to Participating City and Town staff to bring forward to their councils the documents provided by the Marketplace Member required for participation in the Marketplace Member's PACE financing product. 2.7 Branding/ Marketing Requirements. The Parties will: 2.7.1 Collaborate on any regional efforts that may impact PACE Financing participation to achieve the best possible outcome for property owners 2.7.2 Represent the role of the County and MCE as the local neutral third party, not-for-profit, public service agencies supporting the public through the Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 7 of 16 Attachment 2 upgrade process, with the following message to consumers: Among the financing products in the marketplace, competition is encouraged to the benefit of the consumer, with the common goal of successful completion of projects 2.7.3 Recognize the MCE Office as the physical storefront (office) location for PACE activity in Marin County The Marketplace Member will: 2.7.4 Provide assistance to the Team for: (1) coordinating and implementing the integration of the Marketplace Member into the Financing Marketplace; and (2) support of contractor training. 2.7.5 Provide specific training for contractors engaged with local PACE Financing programs using the Marketplace Member's financing product, materials, collateral, tools, and associated software, through training offered either directly from the marketplace member or subcontracted to the Team 2.7.6 Provide professional services, template documents, and other services reasonably necessary to staff for integrating the Marketplace Members PACE Financing option into the County's and MCE's websites 2.7.7 Provide training and resources to the Team as needed to build understanding and support for use of the PACE Financing program The Team will: 2.7.8 Present the PACE Financing programs of the Marketplace Members in all venues with impartiality to the public. 2.7.9 Present marketing collateral of all PACE Financing programs with impartiality in education and outreach materials and events 2.7.10 Design and deliver a PACE Financing program comparison chart on the County's Sustainability Team and MCE Clean Energy's websites for all Marketplace Members in good standing. 2.8 Participating Contractor Standards. Marketplace Member must require Participating Contractors to agree to and abide by the terms and conditions of the contractors' standards outlined in items 2.8.1 through 2.8.4 below. Marketplace Member will: 2.8.1 Require that contractors have the appropriate California State License Board license in good standing Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 8 of 16 Attachment 2 2.8.2 Require, in accordance with California State License Board requirements, that contractors' bonding is in good standing 2.8.3 Require, in accordance with California State License Board requirements, that contractors have appropriate Workers' Compensation coverage 2.8.4 Require that contractors have a minimum of $1M of commercial general liability insurance 2.8.5 NOT make any representation or warranty regarding the qualifications, licensing, products, or workmanship of any contractor 2.8.6 NOT make any warranty regarding the contractor's work or products purchased from contractors provided 2.8.7 NOT accept any liability that may be alleged to arise from the work of any listed contractor on a customer project or from any reliance on any claims, statements, or other descriptions regarding a contractor's certifications, licenses, qualifications or products 2.8.8 NOT imply through discussions or calculations that the full assessment payment amount may be tax deductible but rather only the interest. 2.8.9 Via trainings and customer compliant system, require that contractors and its representatives, employees, and agents do not represent themselves as agents, representatives, contractors, subcontractors, or employees of the County, or MCE, or claim association or affiliation with the County, or MCE 2.9 Interaction with Tax Collector Processes. Marketplace Member will independently engage the County of Marin Tax Collector for administration of property tax assessments placed through its financing product. 3 Payment. This Agreement does not include any financial arrangements between the Marketplace Member and the County or MCE, nor does it preclude any separate contracts for services or support. 4 Term of Agreement. The term of this Agreement shall be from the Effective Date until termination in accordance with the provisions of Section 5, Termination below. 5 Termination. 5.1 Termination without Cause. Notwithstanding any other provision of this Agreement, at any time and without cause, County or Marketplace Member Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 9 of 16 Attachment 2 shall have the right, in its sole discretion, to terminate this Agreement by giving 30 days written notice to the other Party of this Agreement. 5.2 Termination for Cause. Notwithstanding any other provision of this Agreement, should the Marketplace Member fail to uphold any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this Agreement, County or MCE may immediately terminate this Agreement by giving Marketplace Member written notice of such termination, stating the reason for termination. 5.3 Delivery of Data and Information upon Termination. In the event of termination, Marketplace Member, within 14 days following the date of termination, shall deliver to County all raw data and information in an editable electronic format as outlined in Section 2.6, Document. Data, and Information Policies. 5.4 Authority to Terminate. The Board of Supervisors has the authority to terminate this Agreement on behalf of the County. In addition, the Community Development Agency Director, in consultation with County Counsel, shall have the authority to terminate this Agreement on behalf of the County. The Executive Officer of MCE has the authority to terminate this Agreement on behalf of MCE. 5.5 Effect of Termination. In the event of termination pursuant to this Section 5, the Marketplace Member shall: 5.5.1 Not enter into new PACE Financing contracts as of the date of termination. The Marketplace Member may continue to collect assessments or special taxes with the County for PACE Financing contracts entered into prior to such date of termination. 5.5.2 Communicate to County Assessor's Office designated tax collector for remaining outstanding assessments. 6 Indemnification and Liability. Marketplace Member agrees to accept all responsibility for loss or damage to any person or entity, including County and MCE, and to indemnify, hold harmless, and release County and MCE, their officers, agents, and employees, from and against any actions, claims, damages, liabilities, disabilities, or expenses, that may be asserted by any person or entity, including Marketplace Member, that arise out of, pertain to, or relate to the negligent actions or willful misconduct of Marketplace Member's or its agents', employees', contractors', subcontractors', or invitees' performance or obligations under this Agreement. Marketplace Member agrees to provide a complete defense for any claim or action brought against County or MCE based upon a claim relating to such Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 10 of 16 Attachment 2 Marketplace Member's or its agents', employees', contractors', subcontractors', or invitees' the negligent actions or willful misconduct of under this Agreement. Marketplace Member's obligations under this Section apply whether or not there is concurrent negligence on County's and/or MCE's part, but to the extent required by law, excluding liability due to County's and/or MCE's conduct. County shall have the right to select its legal counsel at Marketplace Member's expense, subject to Marketplace Member's approval, which shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Marketplace Member or its agents under workers' compensation acts, disability benefits acts, or other employee benefit acts. 7 Prosecution of Work. The execution of this Agreement shall constitute Marketplace Member's authority to proceed immediately with the performance of this Agreement. 8 Representations of Marketplace Member. 8.1 Standard of Care. County and MCE have relied upon the professional ability and training of Marketplace Member as a material inducement to enter into this Agreement. Marketplace Member hereby agrees that all its work will be performed and that its operations shall be conducted in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Marketplace Member's work by County and/or MCE shall not operate as a waiver or release. 8.2 Status of Marketplace Member. The parties intend that Marketplace Member, in performing the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed. Marketplace Member is not to be considered an agent or employee of County or MCE and is not entitled to participate in any pension plan, worker's compensation plan, insurance, bonus, employment protection, or similar benefits County or MCE provides its employees. 8.3 Conflict of Interest. Marketplace Member covenants and agrees that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 11 of 16 Attachment 2 services hereunder. Marketplace Member further covenants that in the performance of this Agreement no person having any such interests shall be employed. 8.4 Statutory Compliance. Marketplace Member agrees to comply with all applicable federal, state and local laws, regulations, statutes and policies applicable to the services provided under this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement. 8.5 Nondiscrimination. Without limiting any other provision hereunder, Marketplace Member shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, gender identity, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis, including without limitation, the County's Non - Discrimination Policy. All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated herein by this reference. 8.6 Authority. The undersigned hereby represents and warrants that he or she has authority to execute and deliver this Agreement on behalf of Marketplace Member. 9 Demand for Assurance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, conduct, or service does not prejudice the aggrieved party's right to demand adequate assurance of future performance. Nothing in this Article limits County's right to terminate this Agreement pursuant to Section 5. Termination. Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 12 of 16 Attachment 2 10 Assignment and Delegation. Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented; provided however, that Marketplace Member may assign this Agreement (a) in connection with a merger or the sale of all or substantially all of its assets or equity ownership without the prior written consent of the County provided that the successor (1) expressly assumes all of the liabilities and obligations of the Marketplace Member related to the PACE Financing program and under this Agreement and (2) provides written assurance to County MCE that all of the representations and warranties in this Agreement are true and correct as of the date of the transfer and (b) to a wholly-owned affiliate. 11 Method and Place of Giving Notice. All notices shall be made in writing and shall be given by personal delivery or by U.S. Mail or courier service. Notices shall be addressed as follows: TO: COUNTY: Community Development Agency Director County of Marin 3501 Civic Center Drive, Rm 308 San Rafael, CA 94903 Facsimile: 415-473-7880 Email address (opt): TO: MCE: Energy Efficiency Director Marin Clean Energy 1125 Tamalpais Avenue San Rafael, CA 94901 TO: MARKETPLACE MEMBER: Facsimile: 415-459-8095 Email address: bmenten@mceCleanEnergy.org _ Facsimile: ( ) - Email address (opt): Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 13 of 16 Attachment 2 When a notice is given by a generally recognized overnight courier service, the notice shall be deemed received on the next business day. When a copy of a notice is sent by facsimile or email, the notice shall be deemed received upon transmission as long as (1) the original copy of the notice is promptly deposited in the U.S. mail and postmarked on the date of the facsimile or email, (2) the sender has a written confirmation of the facsimile transmission or email, and (3) the facsimile or email is transmitted before 5 p.m. (recipient's time). In all other instances, notices shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. 12 Miscellaneous Provisions. 12.1 No Waiver of Breach. The waiver by County or MCE of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. 12.2 Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. Marketplace Member, County and MCE acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. Marketplace Member and County and MCE acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement. 12.3 Consent. Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed. 12.4 No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 14 of 16 Attachment 2 12.5 Applicable Law and Forum. This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried the County of Marin. 12.6 Captions. The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation. 12.7 Mercer. This writing is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 12.8 Survival of Terms. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 12.9 Time of Essence. Time is and shall be of the essence of this Agreement and every provision hereof. Continued on next page: Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 15 of 16 Attachment 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. MARKETPLACE MEMBER: By: 0FTT- COUNTY: COUNTY OF MARIN CERTIFICATES OF INSURANCE ON FILE WITH AND APPROVED AS TO SUBSTANCE FOR COUNTY: Title: By:_ Date: Name: Title: MARIN CLEAN ENERGY: Date: By: Name: Title: Date: APPROVED AS TO FORM FOR COUNTY: M Date: County Counsel Agreement For Collaborative Services for PACE Financing Marketplace, TEMPLATE Page 16 of 16 RESOLUTION NO. 2015-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF MARIN CLEAN ENERGY ........... WHEREAS, Marin Clean Energy is a joint powers authority established on December 19, 2008, and organized under the Joint Exercise of Powers Act (Government Code Section 6500 et seq.); and WHEREAS, Marin Clean Energy members include the following communities: the County of Marin, the City of Belvedere, the City of Benicia, the Town of Corte Madera, the City of El Cerrito, the Town of Fairfax, the City of Larkspur, the City of Mill Valley, the County of Napa, the City of Novato, the Town of San Anselmo, the City of San Pablo, the City of San Rafael, the City of Sausalito, the City of Richmond, the Town of Ross, and the Town of Tiburon; and WHEREAS, the purpose of the Marin Clean Energy is to address climate change by reducing energy related greenhouse gas emissions and securing energy supply, price stability, energy efficiencies and local economic and workforce benefits; and WHEREAS, It is the intent of MCE to promote the development and use of a wide range of renewable energy sources and energy efficiency programs, including but not limited to solar and wind energy production at competitive rates for customers; and WHEREAS, the upfront cost of financing is a major barrier to the installation of energy efficiency and distributed generation improvements; and WHEREAS, PACE financing programs are an innovative means to offering Marin County residents and businesses a source of financing for accomplishing these improvements; and WHEREAS, MCE is authorized by charter to take actions to represent the member jurisdictions in matters related to energy efficiency and distributed generation; and WHEREAS, MCE supported the enrollment of the MCE communities in the California FIRST program; and WHEREAS, MCE and the County of Marin now desire to create an "Open PACE Marketplace" whereby any PACE provider will be authorized to operate in Marin if they sign the PACE Open Market Agreement ("Agreement") developed by the County. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of Marin Clean Energy that MCE will continue its regional liaison role, assisting local jurisdictions in evaluating and adopting PACE programs that are compliant with the terms of the Agreement. MCE will further continue its role providing marketing and outreach support to further the uptake of PACE related projects in Marin. PASSED AND ADOPTED at a regular meeting of the Marin Clean Energy Board of Directors on this 21St day of May 2015, by the following vote: AYES NOES ABSTAIN ABSENT City of Belvedere City of Benicia Town of Corte Madera City of EI Cerrito Town of Fairfax City of Larkspur County of Marin City of Mill Valley County of Napa City of Novato City of Richmond Town of Ross Town of San Anselmo City of San Pablo City of San Rafael City of Sausalito Town of Tiburon CHAIR, MARIN CLEAN ENERGY BOARD Attest: SECRETARY, MARIN CLEAN ENERGY BOARD RESOLUTION NO. 14005 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, CALIFORNIA, CONSENTING TO THE 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 AN 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 Title 1, Division 7, Chapter 5 of the California Government Code (Sections 6500 and following,) (the "Act') and the Joint Powers Agreement entered into on April 1, 1991, as amended from time to time (the "Authority JPA"); and WHEREAS, Authority intends to establish 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, the City of San Rafael (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 in financing such Improvements; and WHEREAS, the Authority has authority to establish the California HERO Program, which will be 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 City desires to execute the Amendment to Joint Powers Agreement Adding the City of San Rafael 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 and incorporated herein by reference, to assist property owners within the incorporated area 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, BE IT RESOLVED THAT: 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 Improvements. 2. The City Council consents to inclusion in the California HERO Program of all of the properties in the incorporated area within 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. 3. The consent of the City Council constitutes assent 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 and be secured by such contractual assessments. 4. The City Council hereby approves the JPA Amendment and authorizes the execution thereof by the Mayor or the City Manager. 5. City staff is authorized and directed to coordinate with Authority staff to facilitate operation of the California HERO Program within the City, and to report back periodically to the City Council on the success of such program. 6. The City Council hereby finds that adoption of this Resolution is not a "project" under the California Environmental Quality Act ("CEQA" ), because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b )( 4)). 7. This Resolution shall take effect immediately upon its adoption. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority Executive Committee. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Tuesday the 8`h day of September 2015, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk 0 Exhibit A AMENDMENT TO THE JOINT POWERS AGREEMENT ADDING CITY OF SAN RAFAEL AS AN ASSOCIATE MEMBER OF THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS TO PERMIT THE PROVISION OF PROPERTY ASSESSED CLEAN ENERGY (PACE) PROGRAM SERVICES WITH SUCH CITY This Amendment to the Joint Powers Agreement ("JPA Amendment") is made and entered into on the 6TH day of Cc r , 2015, by City of San Rafael ("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 intends to establish a PACE program to be known as the "California HERO Program" pursuant to Chapter 29 as now enacted or as such legislation may be amended hereafter, which will authorize the implementation of a PACE financing program for cities and county 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 to conduct proceedings under Chapter 29 to finance Improvements to be installed on such properties; and WHEREAS, this JPA Amendment will permit City to become an Associate Member of Authority 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 Agreement to allow for the provision of PACE services, including the operation of a PACE financing program, within the incorporated territory of City; and WHEREAS, the 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. A-1 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 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 terins 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 IIERO 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 fitture 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. City shall determine and notify Authority of the boundaries of the incorporated territory within City's jurisdiction within which contractual assessments may be entered into under the California HERO Program (the "Program Boundaries"), which boundaries may include the entire incorporated territory of City or a lesser portion thereof. 2. Determination of Eligible Improvements. Authority shall determine the types of distributed generation renewable energy sources, energy efficiency or water 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. Establishment of California HERO Program. 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. A-2 4. Financing the Installation of Eligible Improvements. Authority shall develop and implement a plan for the financing of the purchase and installation of the Eligible Improvements under the California HERO Program. 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, establishing and collecting assessments due under the California HERO Program, 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. City or 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. City may withdraw approval for conduct of the HERO Program within the jurisdictional limits of City upon thirty (30) written notice to WRCOG without liability to the Authority or any affiliated entity. City withdrawal shall not affect the validity of any voluntary assessment contracts (a) entered prior to the date of such 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 WRCOG prior to the date of City's notice of withdrawal. 2. Mutual Indemnification and Liability. Authority and City shall mutually defend, indemnify and hold the other party 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 indemnifying party 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 attorneys fees and other related costs and expenses, but excluding payment of consequential damages. Without limiting the foregoing, Section 5.2 of the Authority JPA shall not apply to this JPA Amendment. In no UA W 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 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, CA 92501-3609 Att: Executive Director City: City of San Rafael PO Box 151560 / 1400 5`" Avenue San Rafael, CA 94915-1560 Att: 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 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 matters, 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, each Party to the litigation shall bear its own 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. 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,! V RSIDE COUNCIL.0F GOVERNMENTS By: Date: 0 5 Executive Committee Chair Western Riverside Council of Governments CITY C Title: A-5 Date: 9 _2L�— 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: 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. 1.2.1. 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. following; 1.2.2. The Council shall have the power in its own name to do any of the 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; ORGANIZATION OF COUNCIL 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, 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 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. 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, 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 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 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 Emplovees. 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. 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. 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. 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 Ist 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. 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 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. 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 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 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 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 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. U MISCELLANEOUS 9.1 Amendments. This Agreement may be amended with the approval of not less than two-thirds (2/3) of all member agencies. 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. 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. 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. 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) 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) C:arumy d Riversde + O;y aaf Baan6n¢ 0 Gy of CCaaltlrr esca o C:IPy of ("aanyon V.nke C Ny of Caemiiraa 9 C:IiPy of E aahvde. a &y of 1 Cmrrel Gy of Ilearupc yOey Cly of Lake Ele'naar * C„ Y of e:uniferee 0 C:'oBy of moaeno yaaH ey au GY of Murdea OVPy of Noirco a ("ll y of Pr: ids s City of IRM mslde, Gly of Sanjracicnto C 'Y of Ceerne.cua as ► City aadw'uldo maga * EeaMeii °o unia:ulj:ad Woer f isi rid 0 WesPeran Munbpd "w^y"deD'isa 6d a Morongo Band aaf 'Mahon Ilndiia:ms Rivcaiis de CounQCei�pesr'inleeinde im of Schcads October 12, 2015 City of San Rafael City Manager's Office 1313 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Attn: Cory Bytof, SustainabilityNolunteer Coordinator Regarding: WRCOG — CA HERO Joint Powers Agreement Dear Mr. Bytof: Enclosed you will find a copy of the executed WRCOG Joint Powers Agreement for your records. Should you have any questions, please contact me at (951) 955-8312 or by email at adams@wrcog.cog.ca.us. Sincerely, ,w. _.�A, Crystal Adams Staff Analyst Western Riverside Council of Governments 4080 I raoui n ti c er , I'd IlNow Annex, ,1032 , Rive side, C'A ant `sCf 1i ;'CrCCa�' a (e ,"> 1 N °�,'f `, 7985* Fax IaC'a 1 N /bil laJ'a� 1 0 vv n ue:aacC rcaa i.c:ca.uss RESOLUTION NO. 14006 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, CALIFORNIA, APPROVING ASSOCIATE MEMBERSHIP BY THE CITY IN THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY; AUTHORIZING AND DIRECTING THE EXECUTION OF AN ASSOCIATE MEMBERSHIP AGREEMENT RELATING TO ASSOCIATE MEMBERSHIP OF THE CITY IN THE AUTHORITY; AUTHORIZING THE CITY TO JOIN THE FIGTREE PACE PROGRAM; AUTHORIZING THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY TO CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY OF SAN RAFAEL; AND AUTHORIZING RELATED ACTIONS WHEREAS, the City of San Rafael, California (the "City"), is a municipal corporation, duly organized and existing under the Constitution and the laws of the State of California; and WHEREAS, the City, upon authorization of the City Council and pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, commencing with Section 6500 (the "JPA Law"), may enter into a joint exercise of powers agreement with one or more other public agencies pursuant to which such contracting parties may jointly exercise any power common to them; and WHEREAS, the City and other public agencies wish to jointly participate in economic development financing programs for the benefit of businesses and nonprofit entities within their jurisdictions offered by membership in the California Enterprise Development Authority (the "CEDA") pursuant to an associate membership agreement and Joint Exercise of Powers Agreement ("JPA") relating to the CEDA (the "Agreement'); and WHEREAS, under the JPA Law and the Agreement, CEDA is a public entity separate and apart from the parties to the Agreement and the debts, liabilities and obligations of CEDA will not be the debts, liabilities or obligations of the City or the other members of the Authority; and WHEREAS, the form of Associate Membership Agreement (the "Associate Membership Agreement') between the City and CEDA is attached hereto as Exhibit C and incorporated herein by reference; and WHEREAS, the City is willing to become an Associate Member of CEDA subject to the provisions of the Associate Membership Agreement; and WHEREAS, CEDA has adopted the Figtree Property Assessed Clean Energy (PACE) and Job Creation Program (the "Program" or "Figtree PACE"), to allow the financing of certain renewable energy, energy efficiency, seismic retrofits, electric vehicle charging infrastructure, and water efficiency improvements (the "Improvements") through the levy of contractual assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code ("Chapter 29"), and the issuance of improvement bonds or other evidences of indebtedness (the "Bonds") under the improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 et seq.) (the "1915 Act') upon the security of the unpaid contractual assessments; and WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner of each lot or parcel on which an assessment 4825-8409-6773.1 is levied at the time the assessment is levied; and WHEREAS, the City desires to allow the owners of property ("Participating Parcel") within its jurisdiction ("Participating Property Owners") to participate in Figtree PACE, and to allow CEDA to conduct assessment proceedings under Chapter 29 and to issue Bonds under the 1915 Act to finance the Improvements; and WHEREAS, CEDA will conduct assessment proceedings under Chapter 29 to establish an assessment district (the "District") and issue Bonds under the 1915 Act to finance Improvements; and WHEREAS, there has been presented to this meeting a proposed form of Resolution of Intention to be adopted by CEDA in connection with such assessment proceedings (the "ROI"), a copy of which is attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, said ROI sets forth the territory within which assessments may be levied for Figtree PACE which territory shall be coterminous with the City's official boundaries of record at the time of adoption of the ROI (the "Boundaries"); and WHEREAS, pursuant to Chapter 29, the City authorizes CEDA to conduct assessment proceedings, levy assessments, pursue remedies in the event of delinquencies, and issue bonds or other forms of indebtedness to finance the Improvements in connection with Figtree PACE; and WHEREAS, to protect the City in connection with operation of the Figtree PACE program, Figtree Energy Financing, the program administrator, has agreed to defend and indemnify the City as set forth in the Indemnification Agreement attached hereto as Exhibit B and incorporated herein by reference; and WHEREAS, 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, or the issuance, sale or administration of the bonds or other indebtedness issued in connection with Figtree PACE. NOW, THEREFORE, BE IT RESOLVED THAT: 1. The City Council hereby specifically finds and declares that the actions authorized hereby constitute public affairs of the City. The City Council further finds that the statements, findings and determinations of the City set forth in the preambles above are true and correct. 2. The Associate Membership Agreement attached hereto as Exhibit C is hereby approved, and the Mayor, the City Manager, the City Clerk and other officials of the City are each hereby authorized and directed, for and on behalf of the City, to execute and deliver the Associate Membership Agreement in substantially said form, with such changes therein as may be required by the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof. 3. The Mayor and City Manager are each hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate, carry out, give effect to and comply with the terms and intent of this Resolution and the Associate Membership Agreement. All such 4825-8409-6773.1 actions heretofore taken by such officers and officials are hereby confirmed, ratified and approved. 4. Good Standing. The City is a municipal corporation and in good standing. 5. Public Benefits. On the date hereof, the City Council hereby finds and determines that the Program and issuance of Bonds by CEDA in connection with Figtree PACE will provide significant public benefits, including without limitation, savings in effective interest rates, bond preparation, bond underwriting and bond issuance costs and reductions in effective user charges levied by water and electricity providers within the boundaries of the City. 6. Appointment of CEDA. The City hereby appoints CEDA as its representative to (i) record the assessment against the Participating Parcels, (ii) administer the District in accordance with the Improvement Act of 1915 (Chapter 29, Part 1 of Division 10 of the California Streets and Highways Code (commencing with Section 8500 et seq.) (the "Law"), (iii) prepare program guidelines for the operations of the Program and (iv) proceed with any claims, proceedings or legal actions as shall be necessary to collect past due assessments on the properties within the District in accordance with the Law and Section 6509.6 of the California Government Code. The City is not and will not be deemed to be an agent of Figtree or CEDA as a result of this Resolution. 7. Assessment Proceedings. In connection with Figtree PACE, the City hereby consents to the special assessment proceedings by CEDA pursuant to Chapter 29 on any property within the Boundaries and the issuance of Bonds under the 1915 Act, provided that: (a) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; (b) The Participating Property Owners, who shall be the legal owners of such property, voluntarily execute a contract pursuant to Chapter 29 and comply with other applicable provisions of California law in order to accomplish the valid levy of assessments; and (c) 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 or administration of the Bonds in connection with Figtree PACE. 8. Program Report. The City Council hereby acknowledges that pursuant to the requirements of Chapter 29, CEDA has prepared and will update from time to time the "Program Report" for Figtree PACE (the "Program Report") and associated documents, and CEDA will undertake assessment proceedings and the financing of Improvements as set forth in the Program Report. 9. Foreclosure. The City Council hereby acknowledges that the Law permits foreclosure in the event that there is a default in the payment of assessments due on a property. The City Council hereby designates CEDA as its representative to proceed with collection and foreclosure of the liens on the defaulting properties within the District, including accelerated foreclosure pursuant to the Program Report. 10. Indemnification. The City Council acknowledges that Figtree has provided the City 4825.8409-6773. with an indemnification agreement, as shown in Exhibit B attached hereto and incorporated herein by reference, for negligence or malfeasance of any type as a result of the acts or omissions of Figtree, its officers, employees, subcontractors and agents. The City Council hereby authorizes the City Manager to execute and deliver the Indemnification Agreement to Figtree. 11. City Contact Designation. The appropriate officials and staff of the City are hereby authorized and directed to make applications for Figtree PACE available to all property owners who wish to finance Improvements. The following staff persons, together with any other staff designated by the City Manager from time to time, are hereby designated as the contact persons for CEDA in connection with Figtree PACE: Cory Bytof, Sustainability And Volunteer Program Coordinator, (415) 485-3407, Cory.Bytof@CityofSanRafael.org. 12. CEQA. The City Council hereby finds that adoption of this Resolution is not a "project" under the California Environmental Quality Act ("CEQA"), because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b )( 4)). 13. Effective Date. This Resolution shall take effect immediately upon its adoption. The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to Figtree Energy Financing. 14. Costs. Services related to the formation and administration of the assessment district will be provided by CEDA at no cost to the City. I, ESTHER BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael held on Tuesday, the 81h day of September, 2015, by the following vote to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None s�Jz � - A24 ed -k . ESTHER C. BEIRNE, City Clerk 4825-8409-6773.1 4 CERTIFICATE OF CLERK OF THE CITY COUNCIL CITY OF SAN RAFAEL I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at the meeting of the City Council of the City of San Rafael duly and regularly held in the Council Chambers, 1400 Fifth Avenue, San Rafael, California, on September 8, 2015, of which meeting all of the members of said City Council had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. IN WITNESS WHEREOF, I have executed this certificate this2eday of 2015. h Cr4&jC '::�- • 9 -121,e --t . City Clerk City of San Rafael 4825-8409-6773.1 5 EXHIBIT A RESOLUTION OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY DECLARING INTENTION TO FINANCE INSTALLATION OF DISTRIBUTED GENERATION RENEWABLE ENERGY SOURCES, ENERGY EFFICIENCY, SEISMIC RETROFITS, ELECTRIC VEHICLE CHARGING INFRASTRUCTURE, AND WATER EFFICIENCY IMPROVEMENTS IN THE CITY OF SAN RAFAEL WHEREAS, the California Enterprise Development Authority ("CEDA") is a joint powers authority authorized and existing pursuant to the Joint Powers Act (Government Code Section 6500 et seq.) and that certain Joint Exercise of Powers Agreement (the "Agreement") dated as of June 1, 2006, by and among the cities of Eureka, Lancaster and Selma; and WHEREAS, CEDA is authorized under the Agreement and Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and in accordance with Chapter 29 of Part 3 of Division 7 of the Streets & Highways Code of the State of California ("Chapter 29") to authorize assessments to finance the installation of distributed generation renewable energy sources, energy efficiency, seismic retrofits, electric vehicle charging infrastructure, and water efficiency improvements that are permanently fixed to real property ("Authorized Improvements"); and WHEREAS, CEDA has obtained authorization from the City of San Rafael (the "City") to enter into contractual assessments for the financing of the installation of Authorized Improvements in the City; and WHEREAS, CEDA desires to declare its intention to establish a Figtree PACE program ("Figtree PACE") in the City, pursuant to which CEDA, subject to certain conditions set forth herein, would enter into contractual assessments to finance the installation of Authorized Improvements in the City. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, AS FOLLOWS: Section 1. Findings. The Board of Directors hereby finds and determines the following: (a) The above recitals are true and correct and are incorporated herein by this reference. (b) Energy and water conservation efforts, including the promotion of Authorized Improvements to residential, commercial, industrial, or other real property, are necessary to address the issue of global climate change and the reduction of greenhouse gas emissions in the City. (c) The upfront cost of making residential, commercial, industrial, or other real property more energy and water efficient, along with the fact that most commercial loans for that purpose are due on the sale of the property, prevents many property owners from installing Authorized Improvements. 4825-8409-67711 6 (d) A public purpose will be served by establishing a contractual assessment program, to be known as Figtree PACE, pursuant to which CEDA will finance the installation of Authorized Improvements to residential, commercial, industrial, or other real property in the City. Section 2. Determination of Public Interest. The Board of Directors hereby determines that (a) it would be convenient, advantageous, and in the public interest to designate an area, which shall encompass the entire geographic territory within the boundaries of the City, within which CEDA and property owners within the City may enter into contractual assessments to finance the installation of Authorized Improvements pursuant to Chapter 29 and (b) it is in the public interest for CEDA to finance the installation of Authorized Improvements in the City pursuant to Chapter 29. Section 3. Identification of Authorized Improvements. CEDA hereby declares its intention to make contractual assessment financing available to property owners to finance installation of Authorized Improvements, including but not limited to those improvements detailed in the Report described in Section 8 hereof (the "Report"), as that Report may be amended from time to time. Section 4. Identification of Boundaries. Contractual assessments may be entered into by property owners located within the entire geographic territory of the City including unincorporated territory within City Boundaries. A property owner located within the City may enter into contractual assessments with CEDA only after such City has adopted a resolution to authorize participation in the PACE Program. Section 5. Proposed Financing Arrangements. Under Chapter 29, CEDA may issue bonds, notes or other forms of indebtedness (the "Bonds") pursuant to Chapter 29 that are payable by contractual assessments. Division 10 (commencing with Section 8500) of the Streets & Highways Code of the State (the "Improvement Bond Act of 1915") shall apply to any indebtedness issued pursuant to Chapter 29, insofar as the Improvement Bond Act of 1915 is not in conflict with Chapter 29. The creditworthiness of a property owner to participate in the financing of Authorized Improvements will be based on the criteria developed by Figtree Energy Financing (the "Program Administrator") upon consultation with Figtree PACE Program underwriters or other financial representatives, CEDA general counsel and bond counsel, and as shall be approved by the Board of Directors of CEDA. In connection with indebtedness issued under the Improvement Bond Act of 1915 that are payable from contractual assessments, serial and/or term improvement bonds or other indebtedness shall be issued in such series and shall mature in such principal amounts and at such times (not to exceed 20 years from the second day of September next following their date) and at such rate or rates of interest (not to exceed the maximum rate permitted by applicable law) as shall be determined by the Board of Directors at the time of the issuance and sale of the indebtedness. The provisions of Part 11.1 of the Improvement Bond Act of 1915 shall apply to the calling of the bonds. It is the intention of the Board of Directors to create a special reserve fund for the bonds under Part 16 of the Improvement Bond Act of 1915. Neither CEDA, nor any of its members participating in the Figtree PACE Program, shall advance available surplus funds from its treasury to cure any deficiency in the redemption fund to be created with respect to the indebtedness; provided, however, that this determination shall not prevent CEDA or any of its members from, in their sole discretion, so advancing funds. The Bonds may be refunded under Division 11.5 of the California Streets and Highways Code or other applicable laws permitting refunding, upon the conditions specified by and upon determination of CEDA. 4825-8409-67711 7 CEDA hereby authorizes the Program Administrator, upon consultation with CEDA general counsel, bond counsel and the Figtree PACE underwriter, to commence preparation of documents and take necessary steps to prepare for the issuance of bonds, notes or other forms of indebtedness as authorized by Chapter 29. In connection with the issuance of bonds payable from contractual assessments, CEDA expects to obligate itself, through a covenant with the owners of the bonds, to exercise its foreclosure rights with respect to delinquent contractual assessment installments under specified circumstances. Section 6. Public Hearing. Pursuant to the Act, CEDA hereby orders that a public hearing be held before CEDA Board (the "Board"), at 550 Bercut Drive, Suite G, Sacramento, CA 95811, on , , at A_, for the purposes of allowing interested persons to object to, or inquire about, the proposed Figtree PACE Program. The public hearing may be continued from time to time as determined by the Board for a time not exceeding a total of 180 days. At the time of the hearing, the Report described in Section 8 hereof shall be summarized, and the Board shall afford all persons who are present an opportunity to comment upon, object to, or present evidence with regard to the proposed Figtree PACE Program, the extent of the area proposed to be included within the boundaries of the assessment district, the terms and conditions of the draft assessment contract described in Section 8 hereof (the "Contract"), or the proposed financing provisions. Following the public hearing, CEDA may adopt a resolution confirming the Report (the "Resolution Confirming Report") or may direct the Report's modification in any respect, or may abandon the proceedings. The Board hereby orders the publication of a notice of public hearing once a week for two successive weeks. Two publications in a newspaper published once a week or more often, with at least five days intervening between the respective publication dates not counting such publication dates are sufficient. The period of notice will commence upon the first day of publication and terminate at the end of the fourteenth day. The first publication shall occur not later than 20 days before the date of the public hearing. Section 7. Notice to Water and Electric Providers. Pursuant to Section 5898.24 of the Streets & Highways Code, written notice of the proposed contractual assessment program within the City to all water and electric providers within the boundaries of the City has been provided. Section 8. Report. The Board hereby directs the Program Administrator to prepare the Report and file said Report with the Board at or before the time of the public hearing described in Section 6 hereof containing all of the following: (a) A map showing the boundaries of the territory within which contractual assessments are proposed to be offered, as set forth in Section 4 hereof. (b) A draft contractual assessment contract (the "Contract") specifying the terms and conditions of the agreement between CEDA and a property owner. (c) A statement of CEDA's policies concerning contractual assessments including all of the following: (1) Identification of types of Authorized Improvements that may be financed through the use of contractual assessments. 4825-8409-6773.1 (2) Identification of the CEDA official authorized to enter into contractual assessments on behalf of CEDA. (3) A maximum aggregate dollar amount of contractual assessments. (4) A method for setting requests from property owners for financing through contractual assessments in priority order in the event that requests appear likely to exceed the authorization amount. (d) A plan for raising a capital amount required to pay for work performed in connection with contractual assessments. The plan may include the sale of a bond or bonds or other financing relationship pursuant to Section 5898.28 of Chapter 29. The plan (i) shall include a statement of, or method for determining, the interest rate and time period during which contracting property owners would pay any assessment, (ii) shall provide for any reserve fund or funds, and (iii) shall provide for the apportionment of all or any portion of the costs incidental to financing, administration and collection of the contractual assessment program among the consenting property owners and CEDA. A report on the results of the discussions with the County Auditor -Controller described in Section 10 hereof, concerning the additional fees, if any, that will be charged to CEDA for inclusion of the proposed contractual assessments on the general property tax roll of the City, and a plan for financing the payment of those fees. Section 9. Nature of Assessments. Assessments levied pursuant to Chapter 29, and the interest and any penalties thereon, will constitute a lien against the lots and parcels of land on which they are made, until they are paid. Unless otherwise directed by CEDA, the assessments shall be collected in the same manner and at the same time as the general taxes of the City on real property are payable, and subject to the same penalties and remedies and lien priorities in the event of delinquency and default. Section 10. Consultations with County Auditor -Controller. CEDA hereby directs the Program Administrator to enter into discussions with the County Auditor -Controller in order to reach agreement on what additional fees, if any, will be charged to CEDA for incorporating the proposed contractual assessments into the assessments of the general taxes of the County on real property. Section 11. Preparation of Current Roll of Assessment. Pursuant to Section 5898.24(c), CEDA hereby designates the Program Administrator as the responsible party for annually preparing the current roll of assessment obligations by assessor's parcel number on property subject to a voluntary contractual assessment. Section 12. Procedures for Responding to Inquiries. The Program Administrator shall establish procedures to promptly respond to inquiries concerning current and future estimated liability for a voluntary contractual assessment. Section 13. Effective Date. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this day of , 201_. 4825-8409-6773.1 CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY Gurbax Sahota, Chair ATTEST: Michelle Stephens, Assistant Secretary 4825-8409-6773.1 10 EXHIBIT B INDEMNIFICATION AGREEMENT BY AND BETWEEN THE CITY OF SAN RAFAEL AND FIGTREE COMPANY, INC. This Indemnification Agreement (the "Agreement") is entered into by and between the City of San Rafael, a municipal corporation or political subdivision, duly organized and existing under the laws of the State of California (the "Citi') and Figtree Company, Inc., a California corporation, the administrator of the Figtree Property Assessed Clean Energy and Job Creation Program (the "Administrator"), which is a program of the California Enterprise Development Authority, a California joint exercise of powers authority (the "Authority"). RECITALS WHEREAS, the Authority is a joint exercise of powers authority whose members include the City in addition to other cities and counties in the State of California; and WHEREAS, the Authority established the Figtree Property Assessed Clean Energy and Job Creation Program (the "Figtree PACE Program") to allow the financing of certain renewable energy, energy efficiency and water efficiency improvements that are permanently affixed to real property through the levy of assessments voluntarily agreed to by the participating property owners pursuant to Chapter 29 of Division 7 of the Streets and Highways Code ("Chapter 29") and the issuance of improvement bonds, or other forms of indebtedness, under the Improvement Bond Act of 1915 upon the security of the unpaid assessments; and WHEREAS, the Authority has conducted or will conduct proceedings required by Chapter 29 with respect to the territory within the boundaries of the City; and WHEREAS, the legislative body of the City adopted or will adopt a resolution authorizing the City to join the Figtree PACE Program; and WHEREAS, the City will not be responsible for the formation, operation and administration of the Figtree PACE Program as well as the sale and issuance of any bonds or other forms of indebtedness in connection therewith, including the conducting of assessment proceedings, the levy and collection of assessments and any remedial action in the case of such assessment payments, and the offer, sale and administration of any bonds issued by the Authority on behalf of the Figtree PACE Program; and WHEREAS, the Administrator is the administrator of the Figtree PACE Program and agrees to indemnify the City in connection with the operations of the Figtree PACE Program as set forth herein; NOW, THERFORE, in consideration of the above premises and of the City's agreement to join the Figtree PACE Program, the parties agree as follows: 1 . Indemnification. Figtree has provided the CEDA with an indemnification for negligence or malfeasance of any type as a result of the acts or omissions of Figtree, its 4825-8409-6773.1 officers, employees, subcontractors and agents, arising from or related to the Figtree PACE Program, the assessments, the assessment districts, the improvements or the financing and marketing thereof. Figtree agrees to defend, indemnify and hold harmless the City, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys' fees, for injury or damage due to negligence or malfeasance of any type claims as a result of the acts or omissions of Figtree, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Figtree. 2. Amend ment/Internretation of this Agreement. This Agreement represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. This Agreement shall not be interpreted for or against any party by reason of the fact that such party may have drafted this Agreement or any of its provisions. 3. Section Headings. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 4. Waiver. No waiver of any of the provisions of this Agreement shall be binding unless in the form of writing signed by the party against whom enforcement is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof. 5. Severability and Governing Law. If any provision or portion thereof of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts made and to be performed in California. 6. Notices. All notices, demands and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed certified or registered mail and addressed as follows: If to the Administrator Figtree Company, Inc. 9915 Mira Mesa Blvd., Suite 130 San Diego, California 92131 Attn: Chief Executive Officer If to the City: City of San Rafael City Manager's Office PO Box 151560 San Rafael, CA 94915-1560 4825-8409-6773.1 1 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, which together shall constitute the same instrument. 8. Effective Date. This Agreement will be effective as of the date of the signature of City's representative as indicated below in the signature block. IN WITNESS HEREOF, the parties hereto duly executed this Agreement as of the date below. APPROVED AS TO FORM: —1 . A -A 6 �Vm - i ;, pri!�F City Attorney Public Ejy y Name By Na e: J Title. G M^--• �`. Date: 9 —� 9 - 6 Figtree Company, Inc., a California corp. By Name: Mahesh Shah Title: CEO Date: 4825-8409-6773.1 13 EXHIBIT C ASSOCIATE MEMBERSHIP AGREEMENT by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY OF SAN RAFAEL, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership Agreement"), dated as of by and between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the CITY OF SAN RAFAEL, CALIFORNIA, a municipal corporation, duly organized and existing under the laws of the State of California (the "City"); WITNESSETH: WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1, 2006 (the "Agreement'), establishing the Authority and prescribing its purposes and powers; and WHEREAS, the Agreement designates the Executive Committee of the Board of Directors and the President of the California Association for Local Economic Development as the initial Board of Directors of the Authority; and WHEREAS, the Authority has been formed for the purpose, among others, to assist for profit and nonprofit corporations and other entities to obtain financing for projects and purposes serving the public interest; and WHEREAS, the Agreement permits any other local agency in the State of California to join the Authority as an associate member (an "Associate Member"); and WHEREAS, the City desires to become an Associate Member of the Authority; WHEREAS, City Council of the City has adopted a resolution approving the Associate Membership Agreement and the execution and delivery thereof; WHEREAS, the Board of Directors of the Authority has determined that the City should become an Associate Member of the Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Authority and the City do hereby agree as follows: 4825-84096773.1 14 Section 1. Associate Member Status. The City is hereby made an Associate Member of the Authority for all purposes of the Agreement and the Bylaws of the Authority, the provisions of which are hereby incorporated herein by reference. From and after the date of execution and delivery of this Associate Membership Agreement by the City and the Authority, the City shall be and remain an Associate Member of the Authority. Section 2. Restrictions and Rights of Associate Members. The City shall not have the right, as an Associate Member of the Authority, to vote on any action taken by the Board of Directors or by the Voting Members of the Authority. In addition, no officer, employee or representative of the City shall have any right to become an officer or director of the Authority by virtue of the City being an Associate Member of the Authority. Section 3. Effect of Prior Authority Actions. The City hereby agrees to be subject to and bound by all actions previously taken by the Members and the Board of Directors of the Authority to the same extent as the Members of the Authority are subject to and bound by such actions. Section 4. No Obligations of Associate Members. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the City. Section 5. Execution of the Agreement. Execution of this Associate Membership Agreement and the Agreement shall satisfy the requirements of the Agreement and Article XII of the Bylaws of the Authority for participation by the City in all programs and other undertakings of the Authority. IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above. Attest: Michelle Stephens, Asst. Secretary CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY BV: Gurbax Sahota, Chair Board of Directors CITY OF SN RAFAEL, CALIFORNIA By: � Mayor 4825,8409 6773.1 1 Attest: City Clerk Approved as to form: City Attorney 4825-8409-6773.1 16 RESOLUTION NO. 14007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL CONSENTING TO THE INCLUSION OF PROPERTIES WITHIN THE TERRITORY OF THE CITY IN THE CSCDA OPEN PACE PROGRAMS; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE CITY; AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Statewide Communities Development Authority (the "Authority") is a joint exercise of powers authority, the members of which include numerous cities and counties in the State of California, including the City of San Rafael (the "City"); and WHEREAS, the Authority is implementing Property Assessed Clean Energy (PACE) programs, which it has designated CSCDA Open PACE, consisting of CSCDA Open PACE programs each administered by a separate program administrator (collectively with any successors, assigns, replacements or additions, the "Programs"), to allow the financing or refinancing of renewable energy, energy efficiency, water efficiency and seismic strengthening improvements, electric vehicle charging infrastructure and such other improvements, infrastructure or other work as may be authorized by law from time to time (collectively, the "Improvements") through the levy of contractual assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code ("Chapter 29") within counties and cities throughout the State of California that consent to the inclusion of properties within their respective territories in the Programs and the issuance of bonds from time to time; and WHEREAS, the program administrators currently active in administering Programs are the AllianceNRG Program (presently consisting of Deutsche Bank Securities Inc., CounterPointe Energy Solutions LLC and Leidos Engineering, LLC) and Renewable Funding LLC, and the Authority will notify the City in advance of any additions or changes; and WHEREAS, the City has previously consented to the inclusion of properties within its territory in the Program administered by Renewable Funding LLC (also known as the CaliforniaFIRST program) and the City now desires to consent to the inclusion of properties within its territory in the Programs administered by the additional program administrators; and WHEREAS, Chapter 29 provides that assessments may be levied under its provisions only with the free and willing consent of the owner or owners of each lot or parcel on which an assessment is levied at the time the assessment is levied; and WHEREAS, the City desires to allow the owners of property ("Participating Property Owners") within its territory to participate in the Programs and to allow the Authority to conduct assessment proceedings under Chapter 29 within its territory and to issue bonds to finance or refinance Improvements; and WHEREAS, the territory within which assessments may be levied for the Programs shall include all of the territory within the City's official boundaries; and WHEREAS, the Authority will conduct all assessment proceedings under Chapter 29 for the Programs and issue any bonds issued in connection with the Programs; and WHEREAS, 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 or administration of any bonds issued in connection with the Programs; NOW, THEREFORE, BE IT RESOLVED THAT: 1. The City Council hereby finds and declares that properties in the territory of the City will benefit from the availability of the Programs within the territory of the City and, pursuant thereto, the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 and the issuance of bonds to finance or refinance Improvements. 2. In connection with the Programs, the City Council hereby consents to the conduct of special assessment proceedings by the Authority pursuant to Chapter 29 on any property within the territory of the City and the issuance of bonds to finance or refinance Improvements; provided, that (a) The Participating Property Owners, who shall be the legal owners of such property, execute a contract pursuant to Chapter 29 and comply with other applicable provisions of California law in order to accomplish the valid levy of assessments; and (b) 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 or administration of any bonds issued in connection with the Programs; and (c) The Authority shall notify the City in advance of any additions or changes to the program administrators currently active in administering Programs. 3. The appropriate officials and staff of the City are hereby authorized and directed to make applications for the Programs available to all property owners who wish to finance or refinance Improvements; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The following staff persons, together with any other staff persons chosen by the City Manager of the City from time to time, are hereby designated as the contact persons for the Authority in connection with the Programs: Cory Bytof, Sustainability and Volunteer Program Coordinator. 4. The Mayor and City Manager are each hereby authorized and directed to execute and deliver such certificates, requisitions, agreements and related documents as are reasonably required by the Authority to implement the Programs. 5. The City Council hereby finds that adoption of this Resolution is not a "project' under the California Environmental Quality Act, because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(4). F 6. This Resolution shall take effect immediately upon its adoption. The City Clerk is hereby authorized and directed to transmit a certified copy of this Resolution to the Secretary of the Authority at: Secretary of the Board, California Statewide Communities Development Authority, 1400 K Street, Sacramento, CA 95814. I, ESTHER BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of the City of San Rafael held on Tuesday, the 8th day of September, 2015, by the following vote to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips ABSENT: COUNCILMEMBERS: None 9 ESTHER C. BEIRNE, City Clerk RESOLUTION NO. 14008 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, 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 Title 1, Division 7, Chapter 5 of the California Government Code (Section 6500 and following) (the "Act') and the Joint Powers 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, the City of San Rafael (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 WHEREAS, the Authority has established the Authority PACE Program, which is such a voluntary contractual assessment program, as permitted by the Act and 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 Authority by execution of the Authority JPA , a copy of which is attached as Exhibit "A" hereto and incorporated herein by reference, to participate in the programs of the Authority and 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 -1- 82671.0000 1\9521876.4 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 THAT: 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. 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. 3. The consent of the City Council constitutes assent 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. 4. The City Council hereby approves joining the Authority as an Associate Member and authorizes the Mayor or the City Manager to execute the Authority JPA and other necessary documents to effectuate such membership. 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 the City Council on the success of such program. 6. The City Council hereby finds that adoption of this Resolution is not a "project" under the California Environmental Quality Act ("CEQA"), because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b )(4)). 7. This Resolution shall take effect immediately upon its adoption. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Tuesday the 81h day of September 2015, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk -2- 82671.00001 \9521876.4 EXHIBIT A CALIFORNIA HOME FINANCE AUTHORITY AMENDED AND RESTATED JOIE 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 comities are referred to herein as "Members" with die respective powers, privileges aiid restrictions provided herein. "ej Ij. V.W 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 GovenhmenL Code of the SLaLe of California (the "Act"). By Resolution 2003-02, adopted on January 15, 2003, the name of die authority was changed to CRHMFA homebuyers Fund. The most recent amendment to the Joint Exercise of Powers Agreement was on Janhuary 28, 2004. B. WHEREAS, the Members of CRIIMFA homebuyers Fund desire to update, reaffirm, clarify anted revise certain provisions of the joint powers agreement, including die renaming of the joint powers authority, as set forth herein. C. W IEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement annd 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 die purpose of financing die construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of die mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Defuutionns Unless die context otherwise requires, die following terms shall for purposes of this Agreement have the 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 die Govenhment Code of die State of Califonhia, including die 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. "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 die 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 eine-member Executive Committee: "Authority" means Calilonnia Home Finance Authority ("CIIF"), formerly known as CRIIMFA 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 the meaning of the term 'Bonds' under the Act. "Delegate" means die Supervisor designated by die govenhing board of each Member to serve on the Board of the Authority. "Executive Committee" means the nninne-nhember Executive Committee of the Board established pursuant to Section 10 hereof. "Member" mcanns any county which is a member of RCRC, has executed this Agreement mid 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 die Audnority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. "Program" or "ProjectA 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 die State of California. "Supervisor" memns an elected County Supervisor from an RCRC member county. 2. Purpose The purpose of die Authority is to provide financing 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 ill Fuhancing as authorized herein, jointly exercised ill 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 die Act. As provided in the Act, die Authority shall be a public entity separate mud distinct from the Members or Associate Members. b. The Authority will cause a notice of this Agreement or airy aineudinent hereto to be prepared and filed with the office of the Secretary of State of California in a timely fashion inn die manner set forth in Section 6503.3 of the Act. C. A cowity that is a member of RCRC may petition to become a member of the Authority by submitting to die Board a resolution or evidence of other formal action taken by its govenning body adopting this Agreement. The Board shall review the petition for membership aiid 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 die Authority. d. Ain Associate Member may be added to the Authority upon the affirmative approval of its respective governing board and pursuant to action by die Authority Board upon such terms and conditions, anted with such rights, privileges and responsibilities, as may be established from time to time by die Board. Such terms and conditions, and rights, privileges and responsibilities may vary among the Associate Members. Associate Members shall be entitled to participate inn 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 shall enforce die terns avid conditions for prospective Associate Members to the Authority as provided by resolution of die Board and as amended from time to time by die Board. Changes in die 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 eflective from the date hereof until the earlier of the time when all Bouds and ally 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 ally 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 ally Bonds are issued and delivered, in no event shall the exercise of the powers herein grannted be terminated until all Bonds so issued annd delivered and die interest thereon shall have been paid or provision for such payment shall have been made and ally other debt incurred with respect to ally 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, the Authority shall have the power to exercise airy and all powers of die Members or of a joust powers authority under die 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. Tlhe 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 die 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 die 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 army purchase or sale contemplated herein as it deems necessary or convenient and in f irtherannce of die 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 die Act, and to secure such debt, to further such purpose. Tlhe Audhority may utilize other forms of capital, including, but not limited to, die Authority's internal resources, capital markets and other fornis of private capital investment authorized by die 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) 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, ncluding 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, :cid litigating or setting 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) establislhuhg and/or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and iii buildings. The Authority may enter into one or more agreements, including without limitation, participation agreements acid implementation agreements to implement such programs. e. Subject to die 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 the same manner annd upon die 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 die 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 be payable solely from the moneys pledged to the repayment of principal or interest oil such Bonds tinder the terms of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither die Members or Associate Members nor the Authority shall be obligated to pay the principal of or prennium, if any, or interest on die Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither die faith and credit nor die 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 die Members or Associate Members of the Authority be obligated in any manner to make any appropriation for such payment. No covenant or agreement conntaihhed in any Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of die Audhonity 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 die 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 goveminng 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 die governing body of die Member in die same manner provided in this paragraph b.. C. The governing body of each Member of the Board shall appoinht a Supervisor as an 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 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 manmer provided in this paragraph c.. d. Any person who is not a member of the govenning 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 die discretion of die Chair, participate in open meetings lie 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 comnection 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 the Act or any other applicable law, to exercise any powers of die Authority and to delegate any of its functions to the 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 mud execute any documents for and in die name and on behalf of die Board or die Authority. ln. 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 the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Put I of Division 2 of Tide 5 of the Govennmennt Code of the State of California. C. The Secretary of the Authority shall cause minutes of all meetings of the Board to be taken mud distributed to each Member as soon as possible after each meeting. d. The lesser of twelve (12) Delegates or a majority of die 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 adjouni a meeting. Each Delegate shall have one vote. e. Meetings may be held at army location designated in notice properly given for a meeting and may be conducted by telephonic or similar means in army mamer 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 aiunual meeting who shall serve a term of one (1) year or witil their respective successor is elected. The chair shall conduct die 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 die event of the wnavailability of die chair. b. The Board shall conntract a ivally with RCRC to administer the Agreement and to provide administrative services to the Authority, and die President annd Chief Executive Officer of RCRC shall serve ex officio as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of die Authority, die Executive Director is authorized to execute contracts aid other obligations of die 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 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 the Act. The Executive Director, as Auditor, shall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. C. The Legislative Advocate for the Authority shall be the Rural Cowhty Representatives of Califonnia. d., The Treasurer and Auditor are public officers who have charge of; handle, or have access to all property of die Authority, and a bond for such officer in die amount of at least one hundred thousand dollars ($100,000.00) shall be obtained at die 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 inn at least die same amount specifically mentions the office of the Authority as required hereon. 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 Audhority shall be conducted wider die supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition 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 un an advisory capacity mud 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 linutations imposed by this Agreement, other applicable law, and resolutions of die 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 mannnner as shall be determined by the Board and in accordance with die law. 12. Agreement Not Exclusive; Operation inJurisdiction 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 personunel, equipment or property may be made to die Audnority 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 coutributiom. 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 malting the advance. 15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses a. The 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 in accounting based on a different fiscal year previously. b. Prior to die beginning of each fiscal year, the 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 books mid 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, ah annual audit of the accounts and records of the Authority. The mihumum requirements of die audit shall be those prescribed by die State Controller for special districts under Section 26909 of the Government Code of die State of California, and shall conform to generally accepted auditing standards. When an audit of accounts mid 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 die auditor of Sacramento County as die county in which die Audnonity's office is located) within 12 months after die end of die fiscal year. e. In any year in which the arcual 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 ehnsuing 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 die Authority die right to enforce, by whatever lawful means die Authority deems appropriate, all of the obligations of each of the parties hereunder. Each mid 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 die Authority to any or all other remedies. 17. Indemnification To the lull 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 die Authority. Such indemnification may be made against expenses, judgments, lines, 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, un the case of a criminnal proceeding, had no reasonable cause to believe his or her conduct was unilawful mud, 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 ani 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 die adoption of die amendment by the govenring 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 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 aid action by each Members 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 the Authority shall automatically terminate. A Member or Associate Member may withdraw from this Agreement upon written notice to die 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 Members governing body which authorizes withdrawal is received by the Authority. Notwithstanding the foregoing, any terminhation 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 tenhhiihated or withdrawuhg Member or Associate Member prior to the time of its termination or withdrawal. 20. Miscellaneous a. Counterparts. This Agreement may be executed in several comhtenparts, each of which shall be an originhal and all of which shall constitute but one and the same instrument. b. Construction. The section headings hereuh are for convenience only and are not to be coiistrued as modifying or governing the language un the section referred to. C. Approvals. Wherever in this Agreement airy consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is made in die State of California, under the Constitution and laws of such State and is to be so construed; airy action to enforce or interpret its terns shall be brought un Sacramento County, Califonhia. 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 die parties relating to die subject matter of flus Agreement. 1: Successors; Assignment. This Agreement shall be bonding upon anted shall inure to the bennefit of die successors of die parties hereto. Except to the extent expressly provided hhereinn, nno Member may assigns any right or obligation hhereunnder 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 the State of California, or otherwise be rendered mnenforceable 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 annd attested by their properly authorized officers. AS ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amennded and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Ameuded and restated January 28, 2004 Amended and restated December 10, 2014 [SIGNATURES ON FOLLOWING PAGES] SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS r By: a e: f I ^—L� Title: Attest: By a [C lerk of Board Superyi is 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 ATTACEalENT WA LT As of December 10, 2014 Alpine County Amador Cowity Butte Cowity Calaveras County Colusa County Del Norte County F1 Dorado County Glemi Cowity Humboldt Cowity Imperial County Irryo Cowity Lake County Lassen Cowity Madera Cowity Mariposa Cowity Mendocino County Merced Cowity Modoc Cowity Mono County Napa County Nevada County Placer Cowity Pluinas County San Benito Cowity Shasta County Sierra Cowity Siskiyou Cowity Sutter Cowity Tehama Cowity Trinity County Tuolurruie County Yolo County Yuba County RESOLUTION NO. 14009 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, 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 ("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) and the Joint Powers 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, the Authority has established the Community Facilities District ("CFD") 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 City of San Rafael (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 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 in financing such Authorized Improvements; and WHEREAS, the Authority has established the District as permitted by the Act and the Authority JPA, originally made and entered into July 1, 1993, as amended to date; and the City, City CFD Opt -In 1 - 82671.00001 \9523870.4 desires to become an Associate Member of the Authority by execution of the Authority JPA, a copy of which is attached as Exhibit "A" hereto, to participate in the programs of the Authority 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, BE IT RESOLVED THAT: 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. 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 the Authority for the purposes thereof. 3. The consent of this City Council constitutes assent 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. 4. The City Council hereby approves joining the Authority as an Associate Member and authorizes the Mayor or the City Manager to execute the Authority JPA and other necessary documents to effectuate such membership. 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. 6. The City Council hereby finds that adoption of this Resolution is not a "project" under the California Environmental Quality Act ("CEQA"), because the Resolution does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b )( 4)). 7. This Resolution shall take effect immediately upon its adoption. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Tuesday the 81h day of September 2015, by the following vote, to wit: City CFD Opt -in . 82671.00001 \9523870.4 AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk City CFD Opt -In _ 3 8267 1.0000 1 \9523870.4 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) TIIIS 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 lherein. 1 10 XG) 0 V.W, A. WHEREAS, the California Rural 11onne Mortgage Finance Authority ("CRHMFA") was created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to die Joint Exercise of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Tide 1 of the Govenhmennl Code of die Slate of California (die "Act"). By Resolution 2003-02, adopted oil 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 Fuld desire to update, reaffirm, clarify and revise certain provisions of die joint powers agreement, including die renaming of the joint powers authority, as set forth herein. C. N",iEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement and rehabilitation of real property. D. WI IEREAS, by this Agreement, die Members desire to create and establish a joint powers authority to exercise their respective powers for die purpose of financing die construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of die mutual covenants contained herein, die Members individually and collectively agree as follows: 1. Defunitionns Unless die context otherwise requires, die following terms shall for purposes of this Agreement have the meanings specified below: "Ace means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Tide 1 of die Government Code of die 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. "Associate Member" means a county, city or other public agency which is not a voting member of the Rural County Representatives of California, a Califonhia 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 California Home Finance Authority ("CFIF"), formerly known as CRIIMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board" means the governhig board of the Authority as described un 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 the Act "Delegate" means the Supervisor designated by die governing board of each Member to serve oil the Board of the Authority. "Executive Committee" means the nhinhe-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 the Act and ally 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 ah elected County Supervisor from an RCRC member county. 2. Purpose Tlhe purpose of die Authority is to provide financing 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 ally of its Members and Associate Members as provided herein, or otherwise authorized by the Act and other applicable laws, including assisting in Fuiaiicuig 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, Califonhia 95814. 4. Creation of Authority; Addition of Members or Associate Members a. The Authority is hereby created pursuant to the Act. As provided un die Act, die Authority shall be a public entity separate and distinct from the Members or Associate Members. b. The Authority will cause a notice of this Agreement or airy amendment hereto to be prepared ahnd filed with the office of the Secretary of State of Califonnia in a timely fashion in die manuher 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 die Board a resolution or evidence of other formal action taken by its govenhihhg 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 die Board, such county shall immediately become a Member of die Authority. d. Ali Associate Member may be added to the Authority upon the affirmative approval of its respective governing board and pursuant 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 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 die Authority shall enforce die tenors and conditions for prospective Associate Members to the Authority as provided by resolution of die Board and as amended from time to time by die Board. Changes ill die terms and conditions for Associate Membership by the Board will not constitute all amendment of this Agreement. 5. Term and Termination of Powers This Agreement shall become eflective 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 owhh or hold any interest un a public capital improvemehnt or program. The Authority shall cohhtihhue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in hho event shall the exercise of the powers herein granted be terminated until all Bonds so issued and delivered and die interest thereon shall have been paid or provision for such payment shall have been made and army other debt incurred with respect to army other financung program established or administered by the Authority has been repaid in full and is no longer outstanding. 6. Powers; Restriction upon Exercise a. To eflectuate its purpose, the Authority shall have the power to exercise airy acid all powers of die Members or of a jouit 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 funannce the construction, acquisition, improvement and rehabilitation of real property, including die 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 annd other local agencies at public or negotiated sale, for die purpose set forth herein and in accordance with die Act. All or any part of such bonds so purchased may be held by die 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 convenhient and in furtherance of die Act. The Authority may issue or cause to be issued Bonds or other indebtedness, anted 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 die Act ill 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 die Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but hhoL limited to, die Authority's irhtenhal resources, capital markets and other forms of private capital investment authorized by die 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) employing agents, consultants and employees, (3) acquiring, constructing or providing for mairhtennannce anted operation of ashy 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 ally other forms of assistance from persons, firms, corporations or governmental entities, (7) suing anted being sued in its ownh name, and litigating or setting 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 annd/or admihhistering districts to finance and refinhance the 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. e. Subject to die applicable provisions of ally indenture or resolution providing for die investment of monies held thereunder, the Authority shall have the power to invest any of its funds as die Board deems advisable, in the same manner and upon die 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 die 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 be payable solely from the moneys pledged to the repayment of principal or interest on such Bonds uhndcr the terms of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither die Members or Associate Members nor the Authority shall be obligated to pay the principal of or premium, if any, or interest on die Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faidh and credit nor die taxing power of die Members or Associate Members or the Authority shall be pledged to the payment of the principal of or premium, if any, or interest on die Bonds, nor shall die Members or Associate Members of the Authority be obligated in any mmuner to make any appropriation for such payment. No covenant or agreement contained in ally 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 ally 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 be by electronic mail) to the Authority mid shall be effective until he or she is replaced by such governing body or no longer a Supervisor; ally vacancy shall be filled by die govenunng body of the Member in the same manner provided in this paragraph b.. C. The governing body of each Member of die Board shall appouht a Supervisor as an alternate to serve ohm 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 alteniate may have more than one vote at any meeting of the Board, and any Member's designation of an altennate shall be delivered in writing (which may be by electroiuc mail) to the Authority and shall be effective until such altenhate is replaced by his or her govenhing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the govenhing body of the Member in the same manner provided in this paragraph c.. d. Any person who is not a member of the govenning 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 nneetinngs lie or she attends. e. Each Associate Member may designate a non-voting representative to the 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 die Board and subject to die availability of funds. g. The Board shall have the power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise ally powers of die Authority and to delegate any of its functions to the Executive Committee or one or more Delegates, officers or agents of the Authority, and to cause ally authorized Delegate, officer or agent to take any actions and execute ally documents for and in die name and on behalf of die Board or the Authority. lh. 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 oil 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 oflicer 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 (commencingwith Section 51950) of Part I of' Division 2 of Tide 5 of the Government Code of die State of California. C. The Secretary of die 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 die 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 adjouni 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 maimer 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 wntil their respective successor is elected. The chair shall conduct the meetings of tine Board and perform such other duties as may be specified by resolution of the Board. The vice chair shall perform such duties inn the absence or in die event of the unavailability of die chair. b. The Board shall contract munually 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 die Authority, die Executive Director is authorized to execute contracts and other obligations of die 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 appouht 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 die applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Executive Director, as Treasurer, is designnated 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 Act. The Executive Director, as Auditor, shall have die powers, duties aid responsibilities specified in Section 6505.5 of the Act. C. The Legislative Advocate for the Authority shall be the Rural County Represenntatives of Califonnia. d. The Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of die Authority, and a bond for such officer in die amount of at least one hundred thousand dollars ($100,000.00) shall be obtained at die expense of die 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 oflice of the Authority as required hereon. The Treasurer and Auditor shall cause periodic undependetnt audits to be made of the Authority's books by a certified public accountant, or public accountant, oh compliance with Section 6505 of the Act. e. The business of die Authority shall be conducted wider die supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Authority shall appoint imine (9) members of its Board to serve on ail Executive Committee. b. Powers and Limitations The Executive Committee shall act in aii advisory capacity and make recommendations to the Authority Board. Duties will include, but not be limited to, review of the quarterly and anunual 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. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of die 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 manuner as shall be determinned by the Board and in accordance with die law. 12. Agreement Not Exclusive; Operation inJurisdiction of Member This Agreemennt shall not be exclusive, and each Member expressly reserves its rights to carry out other public capital improvemennts 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 Innterest Code as required by law. 14. Contributions and Advances Contributions or advances of' public funds and of personuhel, 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. Paymennt of public funds may be made to defray the cost of ashy contribution. Arany advance may be made subject to repayment, and in that case shall be repaid in the manuner agreed upon by die advancing Member, Associate Member or other public agency and the Authority at the time of makihhg the advance. 15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses a. Tlhe fiscal year of die Authority shall be die period from January 1 of each year to and including the following December 31, except for army 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 tie succeeding fiscal year. C. The Authority shall establish and maintain such funds arrd accounts as may be required by generally accepted accounting principles. The books and records of the Authority are public records acid shall be open to inspection at all reasonable times by each Member aiid its representatives. d. The Auditor shall either make, or contract with a certified public accountant or public accountant to make, ail annual audit of the accounts and records of the Authority. The minimum 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 ail 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 die auditor of Sacramento County as die county in which die Authority's office is located) within 12 months after die end of die 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 may, upon unanimous approval ol' the Board, replace the aiuival audit with ail 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 conntairned 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 die 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 die Authority the right to enforce, by whatever lawful means die Authority deems appropriate, all of die obligations of each of the parties hereunder. Each arid all of the remedies given to the Authority heremhder or by any law now or hereafter enacted are cumulative, annd die exercise of one right or remedy shall not impair die right of die Authority to any or all other remedies. 17. Indemnification To the full extent permitted by law, the Board may authorize ihidemiulication by the Authority of any person who is or was a Board Delegate, altennate, 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 inderri ification may be made agairhst expenses, judgments, tines, settlements and other amounts actually and reasonably incurred in connhection with such proceeding, if such person acted in good faith and in a marcher such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had nho reasonable cause to believe his or her conduct was unlawful and, in the case of all action by or in the right of the Authority, acted with such care, nncludinng reasonable inquiry, as all ordinarily prudent person in a like position would use wider similar circumstances. 18. Immunities All of the privileges acid immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits wlhiclh apply to die activity of officers, agents or employees of ally of the Members or Associate Members when performinhg their respective functions, shall apply to them to the same degree and extent while engaged as Delegates or otherwise as all officer, agent or other representative of die Authority or while engaged in the perfornnannce of any of their functions or duties under the provisions of this Agreement. 19. Amendment This Agreement may be amended by die adoption of die amendment by the govenhinng 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. Ani amendment may be initiated by the Board, upon approval by a majority of the Board. Ally 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 widuu 60 days, which time may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new anted/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 inn the Authority shall automatically terminate. A Member or Associate Member may withdraw from dhis Agreement upon written notice to die Board; provided however, that nno such withdrawal shall result ill the dissolution of the Authority as long as any Bonds or other obligations of the Authority remain outstanding. Ashy such withdrawal shall become effective thirty (30) days after a resolution adopted by the Member's govenhinhg body which authorizes withdrawal is received by die Authority. Notwithstanding the foregoing, ally termination of membership or withdrawal from the Authority shall not operate to relieve ally 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 cowhterparts, each of which shall be all original and all of which shall constitute but one and the same instrument. b. Construction. The section headings herein are for convenieuce only and are not to be construed as modifying or govenhing 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, wider the Constitution mud 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 annd merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among die parties relating to die subject matter of flus 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 die 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 the State of California, or otherwise be rendered unnennlorceable or ineffectual, the validity of the remaihhing 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 ONFOLL0 HING PAGES] SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS By: ) L64—�— Nam . 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Resos 14008 and 14009 both use the exact same Exhibit, which is the agreement for the California Home Finance Authority JPA. Since it is the exact same agreement • may • need to sign and provide • I leave that up to • 2. • 14008 and 14009 have a placeholder •.• in between the • • the JPA agreements. This could be removed. I've marked the first one of each packet •i three so • could find it and decide if you wanted to remove it. That was just a placeholder for the actual agreement since it was provided as a separate •• for • Resos. 3. • X11.- has a signature • the.Mayor in Exhibit C. M ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) 4 CITY COUNCIL AGENDA ITEMS 4 AGENDA ITEM APPROVAL PROCESS 4 [DEPT - AGENDA TOPIC] Agenda Item #5. a - Date of Meeting: 9/8/2015 From: Cory Bytof Department: City Manager Date: 8/21/2015 Topic: AUTHORIZATION OF ADDITIONAL PROPERTY ASSESSED CLEAN ENERGY FINANCING PROGRAMS FOR SAN RAFAEL Subject: RESOLUTIONS TO AUTHORIZE ADDITIONAL PROPERTY ASSESSED CLEAN ENERGY (PACE) FINANCING PROGRAMS TO CREATE AN OPEN PACE MARKETPLACE Type: ® Resolution ❑ Ordinance ❑ Professional Services Agreement ❑ Other: APPROVALS ® Finance Director Remarks: no changes ® City Attorney Remarks: LG -approved 8/25/15. I have made substantial formatting changes (which I have not shown in tracking) and many other changes that are more stylistic (for clarity and consistency among resolutions) than substantive. Exhibit A to attachments 7 and 8 is a separate pdf document, but should be inserted in the proper place in each resolution in the agenda packet. ® Author, review and accept City Attorney / Finance changes Remarks: 'a, City Manager Remarks: FOR CITY CLERK ONLY File No.: Council Meeting: Disposition: