HomeMy WebLinkAbout2015-06-09; City Council; 21986; Join Ygrene Works Clean Energy Program, Become Member California Home Finance AuthorityCITY OF CARLSBAD - AGENDA BILL 11
AB# 21,986 APPROVAL TO JOIN THE YGRENE WORKS
PROPERTY ASSESSED CLEAN ENERGY PROGRAM
AND BECOME AN ASSOCIATE MEMBER OF THE
CALIFORNIA HOME FINANCE AUTHORITY
DEPT. DIRECTOR \(^^
DATE: 06-09-2015
APPROVAL TO JOIN THE YGRENE WORKS
PROPERTY ASSESSED CLEAN ENERGY PROGRAM
AND BECOME AN ASSOCIATE MEMBER OF THE
CALIFORNIA HOME FINANCE AUTHORITY
CITY ATTY. /^*^|—
DEPT. PW-PEM
APPROVAL TO JOIN THE YGRENE WORKS
PROPERTY ASSESSED CLEAN ENERGY PROGRAM
AND BECOME AN ASSOCIATE MEMBER OF THE
CALIFORNIA HOME FINANCE AUTHORITY CITYMGR. 'zD
RECOMMENDED AaiON:
Adopt Resolution No. 2015-142 consenting to the inclusion of the properties within the city's
jurisdiction in the California Home Finance Authority Program 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 Agreement related
thereto.
Adopt Resolution No. 2015-143 consenting to the inclusion of the 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 Agreement related thereto.
ITEM EXPLANATION:
Two California laws authorize cities and counties in California to form either assessment districts or
Community Facilities Districts within which willing property owners can enter into agreements to finance
the installation of distributed generation energy sources, energy efficiency and water efficiency
Improvements that are permanently fixed to real property. Because these energy financing programs are
repaid through the property's tax bill, the programs are known as Property Assessed Clean Energy (PACE)
programs.
PACE programs can provide benefits to property owners, the city and the community. Through PACE, a
property owner can finance renewable energy projects and efficiency improvements without significant
upfront capital expenditures and with immediate savings from reduced energy and/or water use. Also,
the PACE assessment runs with the property thereby allowing the property owner to transfer the
remaining balance upon sale of the property. The city benefits by having a third party administer a
financing program that facilitates the provision of cost effective energy and water efficiency and
alternative energy projects for its residents and businesses. The community can benefit because the
facilitation of financing for such projects can stimulate the market and create job opportunities in the
construction industry.
DEPARTMENT CONTACT: Michael Grim 760-602-4623 Mike.Grim@carlsbadca.gov
FOR CLERK USE.
COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC •
DENIED • CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
Approval To Join The Clean Energy Program
June 9, 2015
Page 2 of 3
The City Council first acknowledged these potential benefits on Feb. 23, 2010, when City Council voted to
join the California FIRST PACE program, authorized through the California Communities Joint Powers
Authority and administered by Renewable Funding LLC. This action made PACE financing available for
non-residential properties within Carlsbad.
On Dec. 3, 2013, the city expanded the number and types of PACE programs available to property owners
by joining the Figtree and California HERO programs. Figtree, authorized through the California
Enterprise Development Authority (CEDA) and administered by FigTREE Energy Financing, offers PACE
financing for non-residential properties. California HERO, authorized through Western Riverside Council
of Governments and administered by Renovate America, offers financing for residential and non-
residential properties.
Since 2013, other PACE programs have become available in the San Diego Region; one of those programs
is Ygrene Works. Ygrene Works is authorized through the Golden State Financing Authority (GSFA) and
administered by Ygrene Energy Fund. Ygrene Works can provide PACE financing for residential, non-
residential and agricultural properties for energy generation and efficiency improvements, electric
vehicle charging infrastructure and water conservation projects.
In order to increase the PACE financing options available for properties in Carlsbad, staff is
recommending that the City Council join the Ygrene Works program. Ygrene Works will implement
either a Contractual Assessment Program, under Chapter 29 of Division 7 of the California Streets and
Highway Code, or a Community Facilities District program, under the Mello-Roos Act, to offer PACE
financing. The implementation method has yet to be established, therefore staff is recommending the
City Council approve both resolutions to allow either form of implementation to occur within Carlsbad.
FISCAL IMPACT:
There is no fiscal impact to the city due to joining the Ygrene Works Program. There are no upfront or
ongoing costs involved in being an Associate Member of GSFA and no costs to the city for the PACE
program inception or operation. The staffs ofthe GSFA and the program administrator, Ygrene Energy
Fund, are responsible for the assessment proceedings, levy and collection of assessments, sale and
administration of bonds; and program administration, marketing and customer service. The city may
elect to assist with marketing the program, however, staff time associated with these activities is
negligible.
ENVIRONMENTAL IMPAa:
Pursuant to Public Resources Code Section 21065, this action does not constitute a "project" within the
meaning of the California Environmental Quality Act (CEQA) in that it does not cause either a direct
physical change in the environment, or a reasonably foreseeable indirect physical change in the
environment, and therefore does not require environmental review.
Approval To Join The Clean Energy Program
Junes, 2015
Page 3 of 3
EXHIBITS:
1. Resolution No. 2015-142 consenting to the inclusion of the properties within the city's
jurisdiction in the California Home Finance Authority Program 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 Agreement
related thereto.
2. Resolution No. 2015-143 consenting to the inclusion of the 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 Agreement related thereto.
3. California Home Finance Authority Amended and Restated Joint Exercise of Powers Agreement.
EXHIBIT
1 RESOLUTION NO. 2015-142
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
3 CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN
THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE
4 AUTHORITY PROGRAM TO FINANCE RENEWABLE ENERGY
GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS
5 AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND
APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF
POWERS AUTHORITY RELATED THERETO.
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WHEREAS, the California Home Finance Authority (Authority) is a joint exercise of
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powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the Government
11 Code of the State of California (Section 6500 and following) (the Act) and the Joint Power
12 Agreement entered into on July 1,1993, as amended from time to time (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 a property-assessed clean energy (PACE)
Program (Authority PACE Program) to provide for the financing of renewable energy
18 generation, energy and water efficiency Improvements and electric vehicle charging
19 infrastructure (improvements) pursuant to Chapter 29 of the Improvement Bond Act of 1911,
being Division 7 ofthe 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 Carlsbad is committed to development of renewable energy
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1 WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to assist
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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 ofthe counties and cities that are participating in the Authority PACE
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7 Program would promote the purposes cited above; and
8 WHEREAS, the city wishes to provide innovative solutions to its property owners to
achieve energy and water efficiency, and in doing so cooperate with the 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
14 voluntary contractual assessment program, as permitted by the Act, the Authority JPA,
15 originally made and entered into July 1, 1993, as amended to date, and the city, desires to
become an Associate Member of the JPA by execution of the JPA Agreement, a copy of which is
attached as Exhibit "A" hereto, to participate in the programs ofthe JPA 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
21 proceedings; the levy and collection of assessments or any required remedial action in the case
22 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.
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1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
^ California, as follows:
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1. That the above recitations are true and correct.
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The City Council finds and declares that properties in the city's incorporated area
5 will be benefited by the availability of the Authority PACE Program to finance the
installation of the improvements.
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y 3. 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,
8 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
9 the assumption of jurisdiction thereover by the Authority for the purposes thereof.
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4. The consent of the City Council constitutes assent to the assumption of jurisdiction
by the Authority for all purposes of the Authority PACE Program and authorizes
the Authority, upon satisfaction of the conditions imposed in this resolution, to
12 take each and every step required for or suitable for financing the improvements,
including the levying, collecting and enforcement of the contractual assessments
13 to finance the improvements and the issuance and enforcement of bonds to
represent such contractual assessments.
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15 5. The City Council hereby approves joining the JPA as an Associate Member and
authorizes the execution by appropriate city officials of any necessary documents
16 to effectuate such membership.
17 6. City staff is authorized and directed to coordinate with the Authority staff to
facilitate operation ofthe Authority PACE Program within the city, and report back
1 ^ periodically to the City Council on the success of such program.
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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.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 9**' day of June, 2015, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Blackburn, Schumacher, Wood, Packard.
None.
ABSENT: None.
ATTEST:
BARBARA ENGLESON,^ty Clerk
(SEAL) i^!^^^'-.
EXHIBIT 2
1 RESOLUTION NO. 2015-143
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
3 CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN
THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE
4 AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2014-1 (CLEAN
ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS,
5 ENERGY EFFICIENCY AND WATER CONSERVATION
IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN
7 THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO.
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^ WHEREAS, the California Home Finance Authority, a California joint powers authority,
(the Authority) has established the Community Facilities District No. 2014-1 (Clean Energy) in
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accordance with the Mello-Roos Community Facilities Act, set forth in sections 53311 through
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^2 53368.3 of the California Government Code (the Act) and particularly in accordance with
14 sections 53313.5(1) and 53328.1(a) (the District); and
15 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 (authorized improvements); and
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2Q WHEREAS, the Authority is in the process of amending the Authority Joint Powers
21 Agreement (Authority JPA) to formally change its name to the Golden State Finance Authority;
and
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WHEREAS, the City of Carlsbad is committed to development of renewable energy
generation and energy efficiency improvements, reduction of greenhouse gases, and protection
ofthe environment; and
1 WHEREAS, in the Act, the Legislature has authorized a parcel within the territory ofthe
2 District to annex to the District and be subject to the special tax levy of the District only (i) if the
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city or county within which the parcel is located has consented, by the adoption of a resolution
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by the applicable City Council or County Board of Supervisors, to the inclusion of parcels within
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its boundaries in the District and (ii) with the unanimous written approval of the owner or
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7 owners ofthe parcel when it is annexed (Unanimous Approval Agreement), which, as provided
8 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 the Authority
in order to efficiently and economically assist property owners the city In financing such
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14 authorized improvements; and
15 WHEREAS, the Authority has established the District, as permitted by the Act, the
Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the city,
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desires to become an Associate Member of the JPA by execution of the JPA Agreement, a copy
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of which is attached as Exhibit "A" hereto, to participate in the programs of the JPA and, to
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2Q assist property owners within the incorporated area of the city in financing the cost of installing
21 authorized improvements; and
22 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.
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1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
^ California, as follows:
1. That the above recitations are true and correct.
The City Council finds and declares that properties in the city's incorporated area
5 will be benefited by the availability of the Authority CFD No. 2014-1 (Clean Energy)
to finance the installation of the authorized improvements.
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3. The City Council consents to inclusion in the Authority CFD No. 2014-1 (Clean
Energy) of all ofthe properties in the incorporated area within the city and to the
8 authorized improvements, upon the request of and execution of the Unanimous
Approval Agreement by the owners of such properties when such properties are
9 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.
^ ^ 4. The consent of the City Council constitutes assent to the assumption of jurisdiction
12 by the Authority for all purposes of the Authority CFD No. 2014-1 (Clean Energy)
and authorizes the Authority, upon satisfaction of the conditions imposed in this
13 resolution, to take each and every step required for or suitable for financing the
authorized improvements.
5. The City Council hereby approves joining the JPA as an Associate Member and
authorizes the execution by appropriate city officials of any necessary documents
16 to effectuate such membership.
17 6. City staff is authorized and directed to coordinate with the Authority staff to
facilitate operation ofthe Authority CFD No. 2014-1 (Clean Energy) within the city,
1 ^ and report back periodically to the City Council on the success of such program.
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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.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 9*'' day of June, 2015, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Blackburn, Schumacher, Wood, Packard.
None.
ABSENT: None.
\TT>IA'LL, Mayor MATT
ATTEST:
BARBARA ENGLESON/City Clerk
(SEAL) ..^^^fe^"-^^'oX
EXHIBIT 3
CALIFORNIA HOME HNANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among die counties listed on Attachment 1 hereof and
incorporated herein by reference. All such counties are referred to herein as "Members" witli die
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, die Calilomia Rural Home Mortgage Finance Autiiority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to tiie Joint Exercise
of Powers Act (commencing witii Article 1 of Chapter 5 of Division 7 of Titie 1 of tiie
Govemment Code of tiie State of Calilomia (tiie "Act"). By Resolution 2003-02, adopted on
January 15, 2003, tiie name of tiie autiiority was changed to CRHMFA Hoinebuyers Fund. The
most recent amendment to tiie Joint Exercise of Powers Agreenient was on January 28, 2004.
B. WHEREAS, tiie Members of CRHMFA Homebuyers Fund desire to update, realFirm,
clarify and revise certain provisions of tiie joint powers agreement, including tiie renaming of tiie
joint powers autiiority, as set fortii herein.
C. WHEREAS, die Members are each empowered by law to finance die constraction,
acquisition, improvement and rehabilitation of real property.
D. WHEREAS, by tiiis Agreement, tiie Members desire to create and establish a joint powers
authority to exercise tiieir respective powers for tiie purpose of financing tiie construction,
acquisition, improvement and rehabilitation of real property witiiin die jurisdiction of tiie Autiiority
as autiiorized by tiie Act.
NOW, THEREFORE, in consideration of tiie mutual covenants contained herein, die Members
individually and collectively agree as follows:
1. Definitions
Unless tiie context otiierwise requires, tiie following temis shall for purposes of tiiis
Agreement have die meanings specified below:
"Acf means tiie Joint Exercise of Powers Act, commencing witii Article 1 of Chapter 5 of
Division 7 of Titie 1 of tiie Govemment Code of tiie State of Calilornia, including tiie Marks-Roos
Local Bond Pooling Act of 1985, as amended.
"Agreement" means tiiis Joint Exercise of Powers Agreement, as tiie same now exists or as it
may from time to time be amended as provided herein.
"Associate Member" means a county, city or otiier public agency wliich is not a voting
member of tiie Rural County Representatives of California, a Califomia nonprofit corporation
("RCRC"), witii legal power and autiiority similar to tiial of tiie Members, admitted pursuant to
paragraph 4.d. below to associate membersliip herein by vote of tiie Board.
"Audit Committee" means a committee made up of tiie nine-member Executive
Committee.
"Authority" means California Home Finance Autiiority ("CHF"), formerly known as
CRHMFA Homebuyers Fund or California Rural Home Mortg-age Finance Autiiority.
"Board" means tiie goveming board of tiie Autiiority as described in Section 7 below.
"Bonds" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and otiier securities or obligations issued by tiie Autiiority,
or financing agreements entered into by tiie Autiiority pursuant to tiie Act and any otiier obligation
witiiin tiie meaning of tiie term "Bonds" under tiie Act.
"Delegate" means tiie Supervisor designated by tiie goveming board of each Member to
serve on tiie Board of tiie Autiiority.
"Executive Committee" means tiie nine-member Executive Committee of tiie Board
established pursuant to Section 10 hereof.
"Member" means any county which is a member of RCRC, has executed tiiis Agreement
and has become a member of tiie Autiiority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and otiier securities or obligations issued by tiie Autiiority,
or financing agreements entered into by tiie Autiiority pursuant to tiie Act and any otiier financial
or legal obligation of tiie Autiiority under tiie Act.
"Program" or "Project" means any work, improvement, program, project or service
undertaken by tiie Autiiority.
"Rural Coimty Representatives of Califomia" or "RCRC" means tiie nonprofit entity
incorporated under tiiat name in tiie State of Calilomia.
"Supervisor" means an elected County Supervisor from an RCRC member county.
2. Purpose
The purpose of tiie Autiiority is to provide financing for tiie acquisition, construction, ,
improvement and rehabilitation of real property in accordance witii applicable provisions of law
for tiie benefit of residents and communities. In pursuit of tiiis purpose, tiiis Agreement provides
lor tiie joint exercise of powers common to any of its Members and Associate Members as
provided herein, or otiierwise autiiorized by tiie Act and otiier applicable laws, including assisting
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in financing as autiiorized herein, jointiy exercised in tiie manner set fortii herein.
3. Principal Place of Business
The principal office of tiie Autiiority shall be 1215 K Street, Suite 1650, Sacramento,
Califomia 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. The Autiiority is hereby created pursuant to tiie Act. As provided in tiie Act, tiie
Autiiority shall be a public entity separate and distinct from tiie Members or Associate Members.
b. The Autiiority will cause a notice of tiiis Agreement or any amendment hereto to
be prepared and filed witii tiie office of tiie Secretary of Stale of Califomia in a timely fashion in
tiie manner set fortii in Section 6503.3 of tiie Act.
c. A county tiiat is a member of RCRC may petition to become a member of tiie
Autiiority by submitting to tiie Board a resolution or evidence of otiier formal action taken by its
goveming body adopting tiiis Agreemcnl. The Board shall review tiie petition for membership
and shall vote to approve or disapprove tiie petition. If tiie petition is approved by a majority of
tiie Board, such county shall immediately become a Member of tiie Autiiority.
d. An Associate Member may be added to tiie Autiiority upon tiie affirmative
approval of its respective governing board and pursuant to action by tiie Autiiority Board upon
such terms and conditions, and witii such rights, privileges and responsibilities, as may be
established from time Lo time by tiie Board. Such tenns and conditions, and rights, privileges and
responsibilities may vary among tiie Associate Members. Associate Members shall be entitied to
participate in one or more programs of die Autiiority as detemiined by tiie Board, but shall not be
voting members of die Board. The Executive Director of tiie Autiiority shall enforce tiie tenns
and conditions for prospective Associate Members to tiie Autiiority as provided by resolution of
tiie Board and as amended from time to time by tiie Board. Changes in tiie tenns and conditions
for Associate Membersliip by the Board will nol constitute an amendment of tiiis Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from tiie date hereof until tiie earlier of tiie time
when all Bonds and any interest tiiereon shall have been paid in full, or provision for such
payment shall have been made, or when tiie Autiiority shall no longer own or hold any interest in a
public capital improvement or program. The Autiiority shall continue to exercise tiie powers
herein conferred upon it until termination of tiiis Agreenient, except tiiat if any Bonds are issued
and delivered, in no event shall die exercise of die powers herein granted be terminated until all
Bonds so issued and delivered and tiie interest tiiereon shall have been paid or provision for such
payment shall have been made and any otiier debt incurred witii respect to any otiier financing
program established or administered by tiie Autiiority has been repaid in full and is no longer
outstanding.
6. Powers; Restriction upon Exercise
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a. To effectuate its purpose, tiie Autiiority shall have tiie power to exercise any and all
powers of tiie Members or of a joint powers autiiority under tiie 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 tiie Autiiority are limited to tiiose of a general law county.
b. The Autiiority may adopt, from time to time, such resolutions, guidelines, rales and
regulations for tiie conduct of its meetings and tiie activities of tiie Autiiority as it deems necessary
or desirable to accomplish its purpose.
c. The Autiiority shall have tiie power to finance tiie construction, acquisition,
improvement and rehabilitation of real property, including tiie power to purchase, witii tiie
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 otiier local agencies at public or negotiated sale, for
die purpose set fortii herein and in accordance witii tiie Act All or any part of such bonds so
purchased may be held by tiie Autiiority or resold to public or private purchasers at public or
negotiated sale. The Autiiority shall set any other terms and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtiierance of tiie Act. The
Autiiority may issue or cause to be issued Bonds or otiier indebtedness, and pledge any of its
property or revenues as security to tiie extent permitted by resolution of tiie Board under any
applicable provision of law. The Autiiority may issue Bonds in accordance with tiie Act in order
to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to
secure such Bonds. The Autiiority may issue otiier forms of indebtedness autiiorized by tiie Act,
and to secure such debt, to furtiier such purpose. The Autiiority may utilize otiier fomis of capital,
including, but not limiied to, tiie Autiiority's internal resources, capital markets and otiier forms of
private capital investment autiiorized by tiie Act..
d. The Autiiority is hereby autiiorized lo do all acts necessary for tiie exercise of its
powers, including, but nol limited lo:
(1) executing coniracts,
(2) employing agents, consultants and employees,
(3) accjuiring, constracting or providing for maintenance and operation of any
building, work or improvemenl,
(4) acquiring, holding or disposing of real or personal properly wherever
located, including properly subject to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any otiier fonns of assistance from persons, linns, corporations or
governmental entities,
(7) suing and being sued in ils own name, and litigating or settiing any suits or
claims,
(8) doing any and all tilings necessary or convenient lo tiie exercise of ils
specific powers and to accomplishing ils purpose
(9) establishing and/or administering districts to finance and refinance tiie
acquisition, installation and improvement of energy efficiency, water
conservation and renewable energy improvements to or on real property
and in buildings. The Autiiority may enter into one or more agreements,
including witiiout limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject lo tiie applicable provisions of any indenture or resolution providing for die
investment of monies held tiiereunder, tiie Autiiority shall have die power lo invest any of ils funds
as die Board deems advisable, in die same manner and upon die same conditions as local agencies
pursuant lo Section 53601 of tiie Govemment Code of tiie Stale of Calilomia.
1. All properly, equipment, supplies, funds and records of tiie Autiiority shall be
owned by tiie Autiiority, except as may be provided otiierwise herein or by resolution of tiie
Board.
g. Pursuant lo tiie provisions of Section 6508.1 of tiie Act, tiie debts, liabilities and
obligations of tiie Autiiority shall not be debts, liabilities and obligations of tiie Members or
Associate Members. Any Bonds, togetiier witii any interest and premium tiiereon, shall nol
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree tiial any such Bonds issued by tiie Autiiority shall not constitute general obligations of
tiie Autiiority bul shall be payable solely from tiie moneys pledged to tiie repayment of principal or
interest on such Bonds under tiie terms of tiie resolution, indenture, trasl, agreement or otiier
inslrament pursuant lo wliich such Bonds are issued. Neitiier tiie Members or Associate
Members nor tiie Autiiority shall be obligated to pay tiie principal of or premium, if any, or
interest on tiie Bonds, or otiier costs incidental tiierelo, except from tiie revenues and funds
pledged therefor, and neitiier tiie faitii and credit nor tiie taxing power of tiie Members or
Associate Members or tiie Autiiority shall be pledged lo tiic payment of tiie principal of or
premium, if any, or interest on tiie Bonds, nor shall the Members or Associate Members of tiie
Autiiority be obligated in any manner lo make any appropriation lor such payment. No covenant
or agreement contained in any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any ofiicer, agent or employee of tiie Autiiority in an individual capacity, and neitiier
tiie Board nor any officer tiiereof executing tiie Bonds or any document related thereto shall be
liable personally on any Bond or be subject lo any personal liability or accountability by reason of
die issuance of any Bonds.
7. Goveming Board
a. The Board shall consist of tiie number of Delegates equal lo one represenlative
from each Member.
b. The governing body of each Member shall appoint one of ils Supervisors to serve
as a Delegate on the Board. A Member's appointment of ils Delegate shall be delivered in writing
(which may be by electronic mail) to tiie Autiiority and shall be effective until he or she is replaced
by such goveming body or no longer a Supervisor; any vacancy shall be filled by tiie goveming
body of the Member in the same manner provided in tiiis paragraph b..
c. The governing body of each Member of die Board shall appoint a Supervisor as an
altemate lo serve on die Board in tiie absence of tiie Delegate; tiie alternate may exercise all tiie
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rights and privileges of tiie Delegate, including tiie right lo be counted in constituting a quorum, to
participate in tiie proceedings of tiie Board, and lo vote upon any and all matters. No altemate
may have more tiian one vole at any meeting of tiie Board, and any Member's designation of an
altemate shall be delivered in writing (wliich may be by electronic mail) to the Autiiority and shall
be effective until such alternate is replaced by his or her goveming body or is no longer a
Supervisor, unless otiierwise specified in such appointment Any vacancy shall be filled by tiie
governing body of tiie Member in tiie same manner provided in tiiis paragraph c.
d. Any person who is nol a member of tiie goveming body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted loward a quorum bul
may, al tiie discretion of tiie Chair, participate in open meetings he or she attends.
e. Each Associate Member may designate a non-voting representative to tiie Board
who may nol be counted toward a quorum bul who may attend open meetings, propose agenda
items and otiierwise participate in Board Meetings.
f. Delegates shall nol receive compensation for serving as Delegates, but may claim
and receive reimbursemenl lor expenses actually incurred in connection witii such service
pursuant to rules approved by tiie Board and subject to tiie availability of funds.
g. The Board shall have tiie power, by resolution, lo tiie extent permitted by tiie Act
or any otiier applicable law, to exercise any powers of tiie Autiiority and to delegate any of ils
functions lo tiie Executive Committee or one or more Delegates, officers or agents of tiie
Autiiority, and lo cause any autiiorized Delegate, officer or agent lo take any actions and execute
any documents for and in tiie name and on behalf of tiie Board or tiie Autiiority.
h. The Board may establish such comniillees as il deems necessary for any lawful
purpose; such committees are advisory only and may nol act or purport to act on behalf of tiie
Board or tiie Autiiority.
i. The Board shall develop, or cause lo be developed, and review, modify as
necessary, and adopt each Program.
8. Meetings of the Board
a. The Board shall meet al least once annually, but may meet more frequentiy upon
call of any officer or as provided by resolution of tiie Board.
b. Meetings of tiie Board shall be called, noticed, held and conducted pursuant lo die
provisions of die Ralph M. Brown Act, Chapter 9 (commencing witii Section 54950) of Part 1 of
Division 2 of Titie 5 of tiie Governmenl Code of tiie State of California.
c. The Secretary of tiie Autiiority shall cause minutes of all meetings of tiie Board to
be taken and distributed lo each Member as soon as possible alter each meeting.
d. The lesser of twelve (12) Delegates or a majority of tiie number of current
Delegates shall constitute a quorum for transacting business at any meeting of tiie Board, except
tiial less tiian a quorum may act lo adjoum a meeting. Each Delegate shall have one vote.
e. Meetings may be held at any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner otiierwise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board shall elect a chair and vice chair from among tiie Delegates at tiie
Board's annual meeting who shall serve a term of one (1) year or until tiieir respective successor is
elected. The chair shall conduct tiie meetings of die Board and perform such otiier duties as may
be specified by resolution of tiie Board. The vice chair shall perform such duties in tiie absence or
in tiie event of the unavailability of tiie chair.
b. The Board shall contract annually witii RCRC lo administer tiie Agreenient and to
provide administrative services to tiie Autiiority, and the President and Chief Executive Officer of
RCRC shall serve ex o/Iicio as Executive Director, Secretary, Treasurer, and Auditor of tiie
Autiiority. As chief executive of tiie Autiiority, tiie Executive Director is autiiorized lo execute
contracts and otiier obligations of die Autiiority, unless prior Board approval is required by a tiiird
parly, by law or by Board specification, and lo perfomi otiier duties specified by die Board. The
Executive Director may appoint such otiier officers as may be required for tiie orderly conduct of
tiie Authority's business and affairs who shall serve al tiie pleasure of tiie Executive Director.
Subject lo tiie applicable provisions of any indenture or resolution providing for a trustee or otiier
fiscal agent, tiie Executive Director, as Treasurer, is designated as the custodian of tiie Authority's
funds, from whatever source, and, as such, shall have tiie powers, duties and responsibilities
specified in Section 6505.5 of tiie Act The Executive Director, as Auditor, shall have tiie powers,
duties and responsibilities specified in Section 6505.5 ofthe Act.
c. The Legislative Advocate for tiie Authority shall be tiie Rural County
Representatives of Calilomia.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access lo all properly of tiie Autiiority, and a bond for such officer in die amount of at least one
hundred tiiousand dollars ($100,000.00) shall be obtained at tiie expense of tiie Autiiority and
filed witii die Executive Director. Such bond may secure tiie faitiiful perfomiance of such
officer's duties witii respect to anotiier public office if such bond in at least tiie same amount
specifically mentions tiie office of tiie Autiiority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of the Authority's books by a certified public
accountant, or public accountant, in compliance witii Section 6505 of tiie Act
e. The business of tiie Authority shall be conducted under tiie supervision of tiie
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
The Autiiority shall appoint nine (9) members of ils Board lo serve on an Executive
Committee.
b. Powers and Limitations
The Executive Committee shall act in an advisory capacity and make
recommendations lo tiie Autiiority Board. Duties will include, bul not be limited to, review of tiie
quarterly and annual budgets, service as tiie Audit Committee for the Autiiority, periodically
review tiiis Agreement; and complete any otiier tasks as may be assigned by tiie Board. The
Executive Committee shall be subject to all limitations imposed by tiiis Agreement, otiier
applicable law, and resolutions of tiie Board.
c. Quorum
A majority of tiie Executive Committee shall constitute a quorum for transacting
business of tiie Executive Committee.
11. Disposition of Assets
Upon temiination of tiiis Agreement, all remaining assets and liabilities of die Autiiority
shall be distributed to die respective Members in such manner as shall be determined by tiie
Board and in accordance witii tiie law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agreement shall nol be exclusive, and each Member expressly reserves ils rights to
carry out otiier public capital improvements and programs as provided for by law and lo issue
otiier obligations for those purposes. This Agreenient shall not be deemed lo amend or alter tiie
lerms of otiier agreements among tiie Members or Associate Members.
13. Conflict of Interest Code
The Autiiority shall by resolution adopt a Conflict of Interest Code as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made lo tiie Autiiority by any Member, Associate Member or any otiier public agency lo
further tiie purpose of tiiis Agreement Payment of public funds may be made to defray tiie cost of
any contribution. Any advance may be made subject to repayment, and in tiial case shall be repaid
in tiie manner agreed upon by tiie advancing Member, Associate Member or otiier public agency
and tiie Autiiority at tiie time of making tiie advance.
15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses
a. The fiscal year of tiie Autiiority shall be tiie period from January 1 of each year lo
and including tiie following December 31, except lor any partial fiscal year resulting from a change
in accounting based on a different fiscal year previously.
b. Prior to tiie beginning of each fiscal year, tiie Board shall adopt a budget for tiie
succeeding fiscal year.
c. The Autiiority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The books and records of tiie Autiiority are
public records and shall be open lo inspection at all reasonable times by each Member and its
representatives.
d. The Auditor shall eitiier make, or contract witii a certified public accountant or
public accountant to make, an annual audit of tiie accounts and records of tiie Autiiority. The
minimum requirements of tiie audit shall be tiiose prescribed by tiie Stale Controller for special
districts under Section 26909 of tiie Govemment Code of tiie State of Califomia, and shall
conform to generally accepted auditing standards. Wlien an audit of accounts and records is made
by a certified public accountant or public accountant, a report tiiereof shall be filed as a public
record witii each Member (and also witii tiie auditor of Sacramento County as tiie county in which
tiie Autiiority's office is located) witiiin 12 montiis after tiie end of tiie fiscal year.
e. In any year in wliich tiie annual budget of tiie Autiiority does nol exceed five
tiiousand dollars ($5,000.00), tiie Board may, upon unanimous approval of tiie Board, replace tiie
annual audit witii an ensuing one-year period, but in no event for a period longer tiian 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 tiiat Member or Associate Member from fulfilling ils otiier
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
tiie performance of all covenants hereof. Each Member or Associate Member hereby declares
tiiat tiiis Agreement is entered into for tiie benefit of tiie Autiiority created hereby, and each
Member or Associate Member hereby grants to tiie Autiiority tiie right lo enforce, by whatever
lawful means tiie Authority deems appropriate, all of tiic obligations of each of tiie parties
hereunder. Each and all of tiie remedies given to tiie Autiiority hereunder or by any law now or
hereafter enacted are cumulative, and tiie exercise of one right or remedy shall nol impair tiie right
of tiie Autiiority lo any or all otiier remedies.
17. Indemnification
To tiie full extent pennitted by law, tiie Board may autiiorize indemnification by tiie
Autiiority of any person who is or was a Board Delegate, alternate, officer, consultant employee or
otiier agent of tiie Authority, and who was or is a parly or is threatened to be made a party to a
proceeding by reason of tiie fact tiiat such person is or was such a Delegate, alternate, officer,
consultant, employee or otiier agent of tiie Autiiority. Such indemnification may be made against
expenses, judgments, fines, settiements and otiier amounts actually and reasonably incurred in
connection witii such proceeding, if such person acted in good faitii and in a manner such person
reasonably believed lo be in die best interests of die Autiiority and, in tiie case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in tiie case of
an action by or in tiie right of tiie Autiiority, acted witii such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar circumstances.
18. Immunities
All of tiie privileges and immunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and otiier benefits which apply lo tiie
activity of officers, agents or employees of any of tiie Members or Associate Members when
perfonning tiieir respective functions, shall apply lo tiiem Lo tiie same degree and extent while
engaged as Delegates or otiierwise as an officer, agent or otiier representative of tiie Autiiority or
while engaged in tiie perfbrmance of any of tiieir functions or duties under tiie provisions of tiiis
Agreement
19. Amendment
This Agreement may be amended by tiie adoption of tiie amendment by the goveming
bodies of a majority of tiie Members. The amendment shall become effective on tiie first day of
tiie niontii following die last required member agency approval. An amendment may be initiated
by tiie Board, upon approval by a majority of die Board. Any proposed amendment, including tiie
text of tiie proposed change, shall be given by tiie Board to each Member's Delegate for
presentation and action by each Member's board within 60 days, which time may be extended by
tiie Board.
The list of Members, Attachment 1, may be updated lo reflect new and/or witiidrawn
Members witiiout requiring lomial amendment of tiie Agreement by tiie Autiiority Board of
Directors.
20. Withdrawal of Member or Associate Member
If a Member witiidraws as member of RCRC, ils membership in tiie Autiiority shall
automatically tenninate. A Member or Associate Member may witiidraw from tiiis Agreement
upon written notice to the Board; provided however, that no such wididrawal shall result in die
dissolution of tiie Autiiority as long as any Bonds or other obligations of the Autiiority remain
outstanding. Any such wididrawal shall become effective tiiirty (30) days after a resolution adopted
by tiie Member's governing body which autiiorizes witiidrawal is received by tiie Autiiority.
Nolwidistanding die foregoing, any tennination of membership or witiidrawal from tiie Autiiority
shall not operate to relieve any lemiinated or witiidrawing Member or Associate Member from
Obligations incurred by such tenninated or witiidrawing Member or Associate Member prior lo
tiie time of its tennination or witiidrawal.
20. Miscellaneous
a. Counterparts. This Agreement may be executed in several counterparts, each of
wliich shall be an original and all of which shall constitute but one and tiie same instrument
b. Construction. The section headings herein are for convenience only and are not lo
Zl
be construed as modifying or goveming tiie language in tiie section referred lo.
c. Approvals. Wlierever in tiiis Agreement any consent or approval is required, tiie
same shall nol be unreasonably witiiheld.
d. Jiuisdiction; Venue. This Agreement is made in die Slate of California, under die
Constitution and laws of such State and is lo be so constraed; any action to enforce or interpret its
tenns shall be brought in Sacramento County, California.
e. Integration. This Agreenient is die complele and exclusive statemenl of die
agreement among die parties hereto, and it supersedes and merges all prior proposals,
understandings, and otiier agreements, whetiier oral, written, or implied in conduct, between and
among tiie parties relating to tiie subject matter of tiiis Agreement.
1. Successors; Assignment. Tliis Agreement shall be binding upon and shall inure lo
die benefit of die successors of tiie parties hereto. Except to tiie extent expressly provided herein,
no Member may assign any right or obligation hereunder witiiout die consent of die Board.
g. Severability. Should any part, tenn or provision of tiiis AgTeenient be decided by
tiie courts to be illegal or in conflict witii any law of tiie State of Califomia, or otiierwise be
rendered unenforceable or ineffectual, die validity of die remaining parts, temis or provisions
hereof shall not be affected tiiereby.
The parties hereto have caused tiiis Agreement to be executed and attested by tiieir projierly
autiiorized officers.
AS ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated Febraary 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
[SIGNAWRES ON FOLLOWING PAGES\
21^
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
CITY OF CARLSBAD, CALIFORNIA Dated: 3br\C^ ^ c^OCS
Name: Matt Hall
Title:
Attest:
By
[Clerk of the Board Supervisors.^ City Q
AFTER EXECUTION. PLEASE SEND TO:
Golden State Finance Authority
(formerly Califomia Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
MxQ^
APPROVED AS TO FORM
23
82671.00000\9603861.1
ATTACHMENT 1
CALIFORNIA HOME HNANCE AUTHORITY MEMBERS
A.sofDecemberlO.2014
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
Plumas County
San Benito County
Shasta County
Sierra County
Siskiyou County
Sutter County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County