HomeMy WebLinkAbout24264 RESOLUTION NO. 24264
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PALM SPRINGS, CALIFORNIA, CONSENTING TO THE
INCLUSION OF PROPERTIES WITHIN THE TERRITORY
OF THE CITY IN THE GOLDEN STATE FINANCE
AUTHORITY ASSESSMENT DISTRICT TO FINANCE
RENEWABLE ENERGY GENERATION, ENERGY AND
WATER EFFICIENCY IMPROVEMENTS, SEISMIC
IMPROVEMENTS, AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS
AUTHORITY RELATED THERETO.
WHEREAS, the Golden State Finance Authority ("Authority") is a joint exercise of
powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the
Government Code of the State of California (Section 6500 and following) (the "Act") and
the Joint Power Agreement entered into on July 1, 1993, as amended from time to time
(the "Authority JPA"); a copy of the Authority JPA (without the signature pages) is
attached hereto as Exhibit A; and
WHEREAS, the Authority has amended the Authority JPA to formally change its
name from California Home Finance Authority to Golden State Finance Authority; and
WHEREAS, Authority has established a property-assessed clean energy
("PACE") Program (the "Authority PACE Program") to provide for the financing of
renewable energy generation, energy and water efficiency improvements, seismic
improvements, and electric vehicle charging infrastructure (the "Improvements")
pursuant to Chapter 29 of the Improvement Bond Act of 1911, being Division 7 of the
California Streets and Highways Code ("Chapter 29") within counties and cities
throughout the State of California that elect to participate in such program; and
WHEREAS, City of Palm Springs (the "City') is committed to development of
renewable energy generation and energy and water efficiency improvements, reduction
of greenhouse gases, and protection of the environment; and
WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to
assist property owners in financing the cost of installing Improvements through a
voluntary contractual assessment program; and
WHEREAS, the City is a member of the Coachella Valley Association of
Governments ("CVAG"), also a joint powers authority; and
WHEREAS, the City and other CVAG member jurisdictions have previously
entered into an Implementation Agreement authorizing CVAG to implement, manage
Resolution No. 24264
Page 2
and administer Regional PACE Programs (as defined in said Implementation
Agreement) within the jurisdictional boundaries of the CVAG member jurisdictions; and
WHEREAS, CVAG proposes to enter into one or more Administration
Agreements with program administrators currently active in the Authority PACE
Program to provide Regional PACE programs to CVAG member agencies, whereby
portions of the administration of the Authority PACE Program in Eastern Riverside
County shall be delegated to CVAG (the "Administration Agreements"); and
WHEREAS, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the Regional
PACE Programs would promote the purposes cited above; and
WHEREAS, the City has determined that it is in the public interest and for the
public benefit that the City become an Associate Member of the Authority so that
property owners within the City's territory may participate in any Regional PACE
Program implemented by CVAG pursuant to any Administration Agreement by and
between CVAG and Authority PACE Program administrators; and
WHEREAS, Authority has established the Authority PACE Program, which is
such a voluntary contractual assessment program, as permitted by the Act, the
Authority JPA, originally made and entered into July 1, 1993, as amended to date, and
the City, desires to become an Associate Member of the JPA by acknowledgement of
the Authority JPA Agreement, to participate in any Regional PACE Program for which
CVAG has entered into an Administration Agreement with an Authority PACE Program
administrator, and to assist property owners within the jurisdiction of the City to
participate in such Regional PACE Program; and
WHEREAS, the City will not be responsible for the conduct of any assessment
proceedings; the levy and collection of assessments or any required remedial action in
the case of delinquencies in the payment of any assessments or the issuance, sale or
administration of any bonds issued in connection with the Authority PACE Program.
NOW, THEREFORE, BE IT RESOLVED THAT:
SECTION 1. This City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the Authority PACE Program to
finance the installation of the Improvements.
SECTION 2. In connection with the Regional PACE Programs, and subject to the
terms of the Administration Agreements, this City Council consents to inclusion in the
Authority PACE Program of all of the properties in the jurisdictional boundaries of the
City and to the Improvements, upon the request by and voluntary agreement of owners
of such properties, in compliance with the laws, rules and regulations applicable to such
program; and to the assumption of jurisdiction there over by Authority for the purposes
thereof.
Resolution No. 24264
Page 3
SECTION 3. Consistent with the recitals above, and subject to the terms of the
Administration Agreements, the consent of this City Council constitutes assent to the
assumption of jurisdiction by Authority for said purposes and authorizes Authority, upon
satisfaction of the conditions imposed in this resolution, to take each and every step
required for or suitable for financing the Improvements, including the levying, collecting
and enforcement of the contractual assessments to finance the Improvements and the
issuance and enforcement of bonds to represent such contractual assessments;
provided, however, that the City will not be responsible for the conduct of any
assessment proceedings; the levy of assessments; any required remedial action in the
case of delinquencies in such assessment payments; or the issuance, sale,
administration, repayment or guarantee of any bonds issued in connection with the
Authority PACE Program.
SECTION 4. This City Council hereby approves joining the JPA as an Associate
Member and authorizes the execution by appropriate City officials of any necessary
documents to effectuate such membership and implementation of the Authority PACE
Program, including, but not limited to the JPA Addendum attached hereto as Exhibit B
and incorporated herein by reference.
SECTION 5. City staff is authorized and directed to coordinate with Authority
staff to facilitate operation of the Authority PACE Program within the City consistent with
the terms of any Administration Agreement by and between CVAG and an Authority
PACE Program administrator, and report back periodically to this City Council on the
success of such program.
SECTION 6. This Resolution shall take effect immediately once it is adopted only
for an Authority PACE Program administrator who has entered into an Administration
Agreement with CVAG and provides the City a fully executed copy of such agreement.
The City Clerk is directed to send a certified copy of this resolution to the Secretary of
the Authority.
ADOPTED THIS 5T"DAY OF JULY, 2017.
David H. Ready, Esq., .
ATTEST: City Manager
426&
Kathleen D. Hart, MMC
Interim City Clerk
Resolution No. 24264
Page 4
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, KATHLEEN D. HART, City Clerk of the City of Palm Springs, hereby certify that
Resolution No. 24264 is a full, true and correct copy, and was duly adopted at a regular
meeting of the City Council of the City of Palm Springs on July 5, 2017, by the following
vote:
AYES: Councilmembers Kors, Mills, Roberts, Mayor Pro Tern Foat, and
Mayor Moon
NOES: None
ABSENT: None
ABSTAIN: None
RECUSED: None II
' l
Kathleen D. Hart, MMC
Interim City Clerk
Resolution No. 24264
Page 5
EXHIBIT A FOLLOWS THIS PAGE
EXHIBIT A
GOLDEN STATE FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated May 5, 2015)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among the counties listed on Attachment I hereof and
incorporated herein by reference. All such counties are referred to herein as 'Members"with the
respective powers,privileges and restrictions provided herei i.
RECITALS
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise
of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the nine of the authority was changed to CRHMFA Homebuyers Fund. On
December 10, 2014, the name of the authority was changed to California Home Finance
Authority. The most recent amendment to the Joint Exercise of Powers Agreement was on
December 10,2014..
B. WHEREAS, the Members of California Home Finance Authority desire to update,
reaffirm,clarify and revise certain provisions of the joint powers agreement,including the renaming
of the joint powers authority,as set forth herein.
C. WHEREAS, the Members are each empowered by law to finance the construction,
acquisition,improvement and rehabilitation of real property.
D. WHEREAS,by this Agreement, the Members desire to create and establish a joint powers
authority to exercise their respective powers for die purpose of financing the construction,
acquisition,improvement and rehabilitation of real property within the jurisdiction of the Authority
as authorized by the Act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Defnzitions
Urdess the context otherwise requires, the following terms shall for purposes of this
Agreement have the meanings specified below:
`Acf!'means the Joint Exercise of Powers Act, con-nnencung with Article 1 of Chapter 5 of
Division 7 of Title 1 of the Government Code of the State of California, including the Marks-Roos
Local Bond Pooling Act of 1985,as amended.
'Agreeemeenf means this Joint Exercise of Powers Agreement,as the same now exists or as it
may from time to tune 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 the Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee'means a cohmniltee made up of the Executive Committee.
'Authority" means Golden State Finance Authority (GSFA) formerly known as California
Home Finance Authority ("CHF"), or CRHMFA Homebuyers Fund or California Rural Home
Mortgage Finance Authority.
Board'means the governing board of the Authority as described in Section 7 below.
'Bonds' means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by die Authority,
or financing agreements entered into by the Authority pursuant to die Act and any other obligation
within the meaning of the term"Bonds'under die Act.
"Delegate" means the Supervisor designated by the governing board of each Member to
serve on the Board of the Authority.
"Executive Committee'means die Executive Committee of the Board established pursuant
to Section 10lhercof.
'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 tile Authority,
or financing agreements entered into by die Authority pursuant to the Act and any other financial
or legal obligation of the Authority under the Act.
"Program" or "project' means any work, improvement, program, project or service
undertaken by die Authority.
"Rural County Representatives of Califbrmie or "RCRC" means the nonprofit entity
incorporated under that name in the State of California.
"Supervisor"means an elected County,Supervisor from an RCRC member county.
2. Purpose
'1'lhe purpose of the 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 connnhon to any of its Members and Associate Members as
provided herein, or.odherwise authorized by the .'act and other applicable laws,including assisting
in financing as authorized herein,jointly exercised in the manner set forth herein.
3. Principal Place of Business
The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
4. Creation of Authority;Addition of Members or Associate Members
a. The Authority is hereby created pursuant to die Act. As provided in the Act, the
Authority shall be a public entity separate and distinct from the Members or Associate Members.
b. The Authority will cause a notice of Otis Agreement or any amendment hereto-to
be prepared and filed with the office of the Secretary of State of California in a timely fashion in
die manner set forth in Section 6503.3 of the Act.
C. A county that is a member of RCRC may petition to become a member of the
Authority by submitting to the Board a resolution or evidence of other formal action taken by its
governing body adopting this Agreement. The Board sliall review the petition for membership
and shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board,such county shall immediately become a Member of the Authority.
d. An Associate Member may be added to the Authority upon the affinnative
approval of its respective governing board and pursuant to action by the Authority Board upon
such terms and conditions, and with such rights, privileges and responsibilities, as may be
established from time to time by the Board. Such terns and conditions, and rights, privileges and
responsibilities may vary among die Associate Members. Associate Members shall be entitled to
participate in one or more programs of the Audhority as determined by die Board, but shall not be
voting members of the Board. The Executive Director of the Authority shall enforce the terms
and conditions for prospective Associate Members to the Authority as provided by resolution of
die Board and as amended from time to time by die Board. Changes in die terns and conditions
for Associate Membership by the Board will not constitute an amendment of this Agreement,.
5. Term and Termination of Powers
This Agreement shall become effective from die date hereof until the earlier of the time
when all Bonds and any interest Hereon shall have been paid in full, or provision for such
payment shall have been made,or when tie Authority shall no longer own or hold any interest in a
Public capital improvement or program. The Authority shall continue to exercise the powers
herei i conferred upon it until tennination of this Agreement, except that if any Bonds are issued
and delivered, in no event. shall the exercise of the powers herein granted be terminated until all
Bonds so issued and delivered and the interest thereon shall have been paid or provision for such
payment sliall have been made and any other debt incurred with respect to any other financing
program established or adnhinistered by die Authority has been repaid in full and is no longer
outstanding.
6. Powers;Restriction upon Exercise
a. To effectuate its purpose,die Authority slhall have the power to exercise any and all
powers of the Members or of a joint powers authority under the Act and other applicable
provisions of law, subject, however, to die conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
of the Authority 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 lie_ activities of the Authority as it deems necessary
or desirable to accomplish its purpose.
C. The Authority shall have the power to finance the construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, will, 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 the Act. All or any part of such bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. Tlhe Authority shall set any other terns and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtherance of the Act. The
Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
property or revenues as security to Qhe 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 authorised by die Act,
and to secure such debt,to further such purpose. The Authority may utilize other forms of capital,
including, but not limited to, the Authority's internal resources, capital markets and other forms of
private capital investment authorized by the Act.
d. The Authority is hereby autlhorized 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,including property subject to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any other fornis of assistance from persons, firs, corporations or
governmental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all things necessary or convenient to die exercise of its
specific powers and to accomplishing its purpose
(9) establishing and/or administering districts to finance and refinance the
acquisition, installation and improveneent of energy efficiency, water
conservation and renewable energy improvements to or on real property
and ui 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 any indenture or resolution providing for the
investment of monies held theretmder, the Authority shall have the power to invest any of its funds
as die Board deems advisable,in the same manner and upon the sane 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 die
Board.
g. Pursuant to the provisions of Section 6508.1 of die Act, the debts, liabilities and
obligations of the Authority shall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with any interest and premium thereon,eon, shall not
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of
die Authority but shall be payable solely from the moneys pledged to die repayment of principal or
interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither the Members or Associate
Members nor die Authority shall be obligated to pay the principal of or premium, if any, or
interest on the Bonds, or other costs incidental thereto, except from the revenues and funds
pledged therefor, and neither the faith and credit nor the taxing power of the Members or
Associate Members or the Authority shall be pledged to the payment of the principal of or
premium, if any, or interest on tine Bonds, nor shall the Members or Associate Members of the
Authority be obligated in any ma Tier to make any appropriation for such payment. No covenant
or agreement contained in any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither
the Board nor any officer thereof executing the Bonds or any document related thereto shall be
liable personally on any Bond or be subject to any personal liability or accountability by reason of
the issuance of any Bonds.
7. Governing Board
a. The Board shall consist of lie number of Delegates equal to one representative
from each Member.
b. The governing body of each Member shall appoint one of its Supervisors to serve
as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to the Authority and shall be effective until he or she is replaced
by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing
body of the Member in the same manner provided in this paragraph b..
C. The governing body of each Member of the Board shall appoint a Supervisor as an
alternate to serve on the Board in the absence of the Delegate; die alternate may exercise all the
rights and privileges of the Delegate, including die 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 manner provided in this paragraph c..
d. Any person who is not a member of the governing body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum but
may,at the discretion of die Chair,participate in open meetings he or she attends.
C. , 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 comiecdon with such service
pursuant to rules approved by the Board and subject to (lie 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 the Authority and to delegate any of its
functions to die Executive Committee or one or more Delegates, officers or agents of the
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute
any documents for and in die name and on behalf of the Board or the Authority.
ln. The Board may establish other 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 amivally, 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 54,950) of Part I of
Division 2 of Title 5 of the Government Code of the State of California.
C. The Secretary of die Authority shall cause minutes of all meetings of die Board to
be taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a majority of 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 adjourn a meeting. Each Delegate shall have one vote.
C. Meetings may be held at any location designated ni notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner otherwise allowed
by law.
9. Officers;Duties;Official Bonds
a. The Board shall elect a chair and vice chair from among the Delegates at die
Board's annual meeting.%to shall serve a tern of one (1) year or until their respective successor is
elected. The chair shall conduct tine meetings of die Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or
in the event of the unavailability of die chair,
b. The Board shall contract annually with RCRC to administer the Agreement and to
provide administrative services to the Authority, and the President and Chief Executive Officer of
RCRC shall serve ex o/1icio as Executive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of the Authority, the Executive Director is authorized to execute
contracts and other obligations of 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 aid 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 die Authority's
funds, from whatever source, and, as such, shall have the'powers, duties and responsibilities
speed in Section 6505.5 of the Act. The Executive Director,as Auditor, shall have the powers,
duties and responsibilities specified in Section 6505.5 of die Act.
C. The Legislative Advocate for the Authority shall be the Rural County
Representatives of California.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all property of the Authority, and a bond for such officer in die amount of at least one
hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and
filed with the Executive Director. Such bond may secure the faithful performance of such
officer's duties with respect to another public office if such bond in at least the same amount
specifically mentions die office of die Authority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of die Authority's books by a certified public
accountant, or public accountant,in compliance with Section 6505 of die Act.
e. The business of the Authority shall be conducted under die supervision of die
Executive Director by RCRC personnel.
10. Executive Cow of the Authority
a. COm osition
The Authority shall appoint no fewer than nine (9) and no more than eleven (11)
members of its Board to serve on an Executive Committee. The Chair and Vice Chair of the
Authority shall serve on die Executive Committee.
b. Powers and limitations
The Executive Committee shall ict in an advisory capacity and make
recommendations to die Authority Board. Duties will include, but not be limited to, review of die
quarterly and annual budgets, service as die Audit'Coinnuttee for the Authority, periodically
review this Agreement; and complete any other tasks as may be assigned by the Board. The
Executive Conrunittee shall be subject to all limitations unposed by this Agreement, other
applicable law,and resolutions of the Board.
C. Quorum
A majority of die Executive Committee shall constitute a quorum for transacting
business of die Executive Committee.
11. Disposition of Assets
Upon termination of this Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members in such manner as shall be determined by the
Board and in accordance with the law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agreement shall not be exclusive, and each Member expressly reserves its rights to
carry out other public capital 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 tie
terms of other agreements among the Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Interest.Code as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made to the Authority by any Member, Associate Member or any other public agency to
further the purpose of this Agreement. Payment of public funds may be made to defray the cost of
any contribution. Any advance may be made subject to repayment,and in that case shall be repaid
in the manner agreed upon by the advancing Member,Associate Member or other public agency
and die Authority al the time of making the advance.
15. Fiscal.Year,Accounts;Reports;Amhual Budget;Administrative Expenses
a. The fiscal year of the Authority shall be the period from January 1 of each year to
and including die following December 31, except for any partial fiscal year resulting froin a change
in accounting based on a different fiscal year preciously.
b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
C. 1'lie Authority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The books and records of the Authority are
public records and shall be open to inspection at all reasonable times by each Member and its
representatives.
d. The Auditor shall either make, or contract with-a certified public accountant or
public accountant to make, an annual audit of[lie accounts and records of the Authority. Tlne
ininimunh requirements of the audit shall be those prescribed by the State Controller for special
districts under Section 26909 of die Government Code of the State of California, and shall
confonn to generally accepted auditing standards. When an audit of accounts and records is made
by a certified public accountant or public accountant, a report thereof shall be filed as a public
record with each Member (and also widi the auditor of Sacramento County as die county in which
die Authority's office is located)within 12 months after die end of the fiscal year.
C. In any year in which the annual budget of die Authority does not exceed five
thousand dollars ($5,000.00), the Board may,upon unanimous approval of the Board, replace the
annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal
years.
16. Duties of Members or Associate Members,Breach
If any Member or Associate Member shall default in performing any covenant contained
herein, such default shall not excuse that Member or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
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 the Authority the right to enforce, by whatever
lawful means die Authority deems appropriate, all of die obligations of each of the parties
hereunder. ]Each and all of the remedies given to the Authority hereunder or by any law now or
hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right
of the Authority to any or all other remedies.
17. Indemnification
To die full extent permitted by law, the Board may authorize indemnification by die
Authority of any person who is or was a Board Delegate,alternate, officer, consultant,employee or
other agent of the Authority, and who was or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was such a Delegate, alternate, officer,
consultant, employee or other agent of the Authority. Such indemnification may be made against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Authority and, in the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful and,in the case of
an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as
an ordinarily prudent person in alike position would use mhder 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 tine
activity of officers, agents or employees of any of the Members or Associate Members when
perforhiing their respective functions, shall apply to them to the same degree and extent while
engaged,as Delegates or otberwise as an officer, agent or other representative of the Authority or
while engaged in the performance of any of their functions or duties under the provisions of this
Agreement
19. Amendment
This Agreement may be amended by the adoption of the amendment by the governing
bodies of a majority of the Members. The amendment shall become effective on tine first day of
die 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 [lie proposed change, shall be given by the Board to each Member's Delegate for
presentation and action by each Members board within 60 days, which time may be extended by
the Board.
Tlhe fist of Members, Attachment 1, may be updated to reflect new and/or withdrawn
Members without requiring formal amendment of the Agreement by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member of RCRC, its membership in die Authority shall
automatically terminate. A Member or Associate Member may withdraw from this Agreement
upon written notice to the Board; provided however, that no such withdrawal shalt 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 termination of membership or withdrawal from the Authority
shall not operate to relieve any terminated or withdrawing Member or Associate Member from
Obligations incurred by such terminated or withdrawing Member or Associate Member prior to
the time of its termination or withdrawal.
21. Miscellaneous
a. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
b. Construction. The section headings herein are for convenience only and are not to
be construed as modifying or governing the language in the section referred to.
C. Approvals. Wherever in this Agreement any consent or approval is required, the
same shall not.be unreasonably withheld.
d. Jurisdiction;Venue. This Agreement is made in the State of California, under the
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terns shall be brought in Sacramento County, California.
C. Integration. "This Agreement is the complete and exclusive statement of the
agreement among die parties hereto, and it supersedes and merges all prior proposals,
understandings, and otter agreements, whether oral, written, or implied in conduct, between and
among the parties relating to the subject matter of this Agreement.
f. Successors; Assignment This Agreement shall be binding upon and shall inure to
the benefit of tie successors of die parties hereto. Except to the extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of the Board.
g. Severability. Should any part, term or provision of this Agreement be decided by
die courts to be illegal or in conflict with any law of the State of California, or otherwise be
rendered unenforceable or ineffectual, the validity of the retraining parts, terns 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.
M ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated February 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
Amended and restated May 5, 2015
[SIGNATLWES ONFIOLLOWING PAGES]
AITACEDENT 1
GOLDEN STATE FINANCE AUTHORITY MEMBERS
As of May S. 2015
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
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated:
By:
Name:
Title:
Attest:
By
[Clerk of the Board Supervisors or City Clerk]
Resolution No. 24264
Page 6
Exhibit B
JPA Addendum
GOLDEN STATE FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated May 5, 2015)
SIGNATURE PAGE WITH ASSOCIATE MEMBERSHIP TERMS AND
CONDITIONS FOR CITY OF ("JPA Addendum")
The City of Palm Springs ("City") hereby agrees to become an Associate Member
of the Authority expressly subject to the following:
1. The City joins the Authority as an Associate Member solely for the
purpose of enabling the Authority to make its property-assessed clean energy (PACE)
Programs (the "Authority PACE Programs")' available to properties within the
jurisdictional boundaries of the City, as further set forth in Resolution No. and
adopted by the City Council of the City on July 5, 2017, ("Resolutions").
2. Notwithstanding Section 4(d) of the Amended and Restated Joint Exercise
of Powers Agreement entered into on July 1, 1993, as amended to date ("Agreement"),
no terms and conditions established by the Board, and not contained in the Agreement
as of the date of City's execution of this JPA Addendum, shall be binding on the City
unless and until approved, in writing, by the City Manager of the City ("City Manager").
Further, notwithstanding Section 19 of the Agreement, no amendment to the Agreement
which impacts the City, as an Associate Member, shall be binding on the City unless
approved in writing by the City Manager.
3. For clarification, and pursuant to Section 6(g) of the Agreement, any
Bonds, together with any interest and premiums thereon, shall not constitute debts,
liabilities or Obligations of the City.
4. The Agreement shall not be exclusive, and the City expressly reserves its
rights to carry out other public capital improvements and programs as provided for by
law and to issue other obligations for those purposes.
5. The right of the City to withdraw from the Authority, which withdrawal shall
become effective thirty (30) days after a resolution adopted by the City Council of the
City is received by the Authority, except that the City Manager may terminate the
Authority's rights and authorizations as set forth in the Resolutions.
1 The Authority PACE Programs are (i) a financing program authorized under Chapter 29 of the Improvement Bond
Act of 1911, being Division 7 of the California Streets and Highways Code; and (ii) a financing program authorized
under the Mello-Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California
Government Code, and particularly in accordance with Sections 53313.5(I)and 53328.1(a).
Resolution No. 24264
Page 7
6. Section 4(d) of the Agreement authorizes the Board to add an Associate
Member by an affirmative vote of the Board with such rights, privileges, and
responsibilities established from time to time by the Board. Accordingly, through the
affirmative vote of the Board to add City as an Associate Member, the Authority hereby
agrees to such the terms and conditions contained in this JPA Addendum and the
Resolutions; provided, no future change to the Agreement shall be effective without
compliance with paragraph 2 of this Addendum.
7. By its signature below, the Authority agrees to be bound by this JPA
Addendum, and it further agrees that the Authority shall not challenge, in a court of law
or otherwise, the validity, legality, and enforceability of this JPA Addendum.
[Signatures on following page]
Resolution No. 24264
Page 8
GOLDEN STATE FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated May 5, 2015)
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERSWITH ASSOCIATE
MEMBERSHIP TERMS AND CONDITIONS FOR CITY OF PALM SPRINGS
(continued)
CITY OF PALM SPRINGS
By: Dated:
David H. Ready,
City Manager
ATTEST: REVIEWED AS TO FORM:
By: By:
Kathleen D. Hart, Edward Z. Kotkin,
Interim City Clerk City Attorney
ACKNOWLEDGED AND AGREED:
By:
Name:
Golden State Finance Authority
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.0000