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HomeMy WebLinkAbout24263 RESOLUTION NO. 24263 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 COMMUNITY FACILITIES DISTRICT TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS, SEISMIC IMPROVEMENTS, AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO, WHEREAS, the Golden State Finance Authority is a joint powers authority, (the "Authority") established pursuant to Chapter 5 of Division 7, Title 1, of the Government Code of the State of California (Section 6500 and following) and the Joint Powers Agreement entered into on July 1, 1993, as amended to date (the "Authority JPA"); a copy of the Authority JPA (without the signature pages) is attached hereto as Exhibit A; and WHEREAS, the Authority has amended the Authority JPA to formally change its name from California Home Finance Authority to Golden State Finance Authority; and WHEREAS, the Authority has established a Community Facilities District, CHFA No. 2014-1 (Clean Energy) (the "Authority CFD Program") in accordance with the Mello- Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California Government Code (the "Act") and particularly in accordance with sections 53313.5(I) and 53328.1(a) (the "District"); and WHEREAS, the purpose of the Authority CFD Program is to finance or refinance (including the payment of interest) the acquisition, installation, and improvement of energy efficiency, water conservation, seismic improvements, renewable energy and electric vehicle charging infrastructure improvements permanently affixed to private or publicly-owned real property (the "Authorized Improvements"); and WHEREAS, the City of Palm Springs (the "City') is a member of the Coachella Valley Association of Governments ("CVAG"), also a joint powers authority; and WHEREAS, the City and other CVAG member jurisdictions have previously entered into an Implementation Agreement authorizing CVAG to implement, manage and administer Regional PACE Programs (as defined in said Implementation Agreement) within the jurisdictional boundaries of the CVAG member jurisdictions; and WHEREAS, ' CVAG proposes to enter into one or more Administration Agreements with program administrators currently active in the Authority CFD Program to provide the Regional PACE Programs to CVAG member agencies, whereby portions Resolution No. 24263 Page 2 of the administration of the Authority CFD Program in Eastern Riverside County shall be delegated to CVAG (the "Administration Agreements"); and WHEREAS, the City is committed to development of renewable energy generation and energy efficiency improvements, reduction of greenhouse gases, and protection of the environment; and WHEREAS, in the Act, the Legislature has authorized a parcel within the territory of the District to annex to the District and be subject to the special tax levy of the District only (i) if the city or county within which the parcel is located has consented, by the adoption of a resolution by the applicable city council or county board of supervisors, to the inclusion of parcels within its boundaries in the District and (ii) with the unanimous written approval of the owner or owners of the parcel when it is annexed (the "Unanimous Approval Agreement"), which, as provided in section 53329.6 of the Act, shall constitute the election required by the California Constitution; and WHEREAS the Cityhas determined that it is in the public interest and r for the P public benefit that the City become a Member of the Authority so that property owners within the City's territory may participate in any Regional PACE Programs implemented by CVAG pursuant to any Administration Agreements by and between CVAG and Authority program administrators; and WHEREAS, the Authority has established the District, as permitted by the Act and the Authority JPA, and the City, desires to become an Associate Member of the Authority JPA by acknowledgement of the Authority JPA Agreement, to participate in any of the Regional PACE Programs for which CVAG has entered into an Administration Agreement with an Authority CFD Program administrator, and to assist property owners within the incorporated area of the City to participate in such Regional PACE Programs; and WHEREAS, the City will not be responsible for the conduct of any special tax proceedings, the levy and collection of special taxes, or any required remedial action in the case of delinquencies in the payment of any special taxes in connection with the District. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1 . This City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority CFD Program to finance the installation of the Authorized Improvements. SECTION 2. In connection with the Regional PACE Programs, and subject to the terms of the Administration Agreements, this City Council consents to inclusion in the Authority CFD Program of all of the properties in the incorporated area within the City and to the Authorized Improvements, upon the request of and execution of the Resolution No. 24263 Page 3 Unanimous Approval Agreement by the owners of such properties when such properties are annexed, in compliance with the laws, rules and regulations applicable to such program; and to the assumption of jurisdiction thereover by Authority for the purposes thereof. SECTION 3. Consistent with the recitals above, and subject to the terms of the Administration Agreements, the consent of this City Council constitutes assent to the assumption of jurisdiction by Authority for said purposes and authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take each and every step required for or suitable for financing the Authorized Improvements; provided, however, that the City will not be responsible for the conduct of any assessment or special tax proceedings; the levy of assessments or special taxes; any required remedial action in the case of delinquencies in such assessment or special tax payments; or the issuance, sale, administration, repayment or guarantee of any bonds or other debt issued in connection with the Authority CFD Program. SECTION 4. This City Council hereby approves joining the JPA as an Associate Member and authorizes the execution by appropriate City officials of any necessary documents to effectuate such membership and implementation of the Authority CFD Program, including, but not limited to the JPA Addendum attached hereto as Exhibit B and incorporated herein by reference. SECTION 5. City staff is authorized and directed to coordinate with Authority staff to facilitate operation of the Authority CFD Program within the City consistent with the terms of any Administration Agreements by and between CVAG and an Authority CFD Program administrator, and report back periodically to this City Council on the success of such program. SECTION 6. This Resolution shall take effect once it is adopted only for an p Y Authority CFD Program administrator who has entered into an Administration Agreement with CVAG and provides the City a fully executed copy of such agreement. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. ADOPTED THIS 5T" DAY OF JULY, 2017. David H. Ready, Esq., City Manager ATTEST: 1 Kathleen D. Hart, MMC Interim City Clerk Resolution No. 24263 Page 4 CERTIFICATION STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) Ss. CITY OF PALM SPRINGS ) 1, KATHLEEN D. HART, Interim City Clerk of the City of Palm Springs, hereby certify that Resolution No. 24263 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 Tem Foat, and Mayor Moon. NOES: None ABSENT: None ABSTAIN: None RECUSED: None Alwsa Kathleen D. Hart, MMC Interim City Clerk Resolution No. 24263 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 herein. 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 (tine "Act"). By Resolution 2003-02, adopted on January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. On December 10, 2014, the naive 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 die renaming of tine joint powers authority, as set forth }herein. C. WHEREAS, the Members are each empowered by law to finance die construction, acquisition,improvement and rehabilitation of real properly. D. WHEREAS, by this Agreement, the Members desire to create and establish a joint powers authority to exercise their respective lowers for the purpose of financing the construction, acquisition,improvement and rehabilitation of real property within the jurisdiction of the Audnority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless the context otherwise requires, the following terms shall for purposes of this Agreement have the meanings specified below: 'Act"means die Joint Exercise of Powers Act, cornmenci ng with Article 1 of Chapter 5 of Division 7 of Title 1 01'the Govern ment Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985,as amended. 'Agreement'means this Joint Exercise of Powers Agreement,as die same now exists or as it may from time to time be amended as provided herein. 'Associate Members' means a county, city or other public agency which is not a voting member of die Rural County Representatives of California, a California nonprofit corporation ("RCRC"'), with legal power and authority similar to that of die Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. "Audit Committee"means a committee made up of the Executive Cominitlee. 'Authority" means Golden State Finance Authority (GSFA) formerly known as California Home Finance Authority ("CHF"), or CRHMFA IIotnebuyers Fund or California Rural Home Mortgage Finance Authority. "Board'means the governing board of die Authority as described in Section 7 below. 'Bonds" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to die Act and any other obligation within the meaning of die term'Bonds"under the Act. "Delegate" means the Supervisor designated by the governing board of each Member to serve ou the Board of the Authority. "Executive Committee"means die Executive Committee of the Board established pursuant to Section 10 hereof: °Member' means any county which is a member of RCRC, has executed this Agreement and has become a member of the Authority. "Obligations"means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by die Authority, or financing agreements entered into by die Authority pursuant to die Act and any other financial or legal obligation of die Authority under die Act. "Program" or "Project" means any work, bnprovement, program, project or service undertaken by the Authority. "Rural County Representatives of California" or "RCRC" means the nonprofit entity incorporated under that name in the State of California. "Supervisor'" means an elected County Supervisor from an RCRC member county. 2. Purpose '17ie 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 the benefit of residents and communities. In pursuit of this purpose, this Agreement provides for die joint exercise of powers common to any of its Members and Associate Members as provided herein, or.otlienvise 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. 171e 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. 17nc Authority will cause a notice of this 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 the manner set forth in Section 6503.3 of the Act. C. A county that is a member of RCRC may petition to become a member of the Authority by submitting to the Board a resolution or evidence of other formal action taken by its governing body adopting this Agreement. '17ne Board shall review the petition for mennbership 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. Ann Associate Member may be added to the Authority upon tine 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 tune by die Board. Such terms and conditions, and rights, privileges and responsibilities may vary among the Associate Members. Associate Members shall be entitled to participate in one or more programs of the Authority as detennined by the Board, but shall not be voting members of the Board. The Executive Director of the Authority shall enforce die terms and conditions for prospective Associate Members to the Authority as provided by resolution of the Board and as amended from time to time by die Board. Changes in the terms and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement. 5. Term and Termination of Powers This Agreement shall become effective from die date hereof until the earlier of the time when all Bonds and any interest thereon shall have been paid in full, or provision for such payment shall have been made, or when the Authority shall no longer own or hold any interest in a Public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if 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 shall have been made and any other debt incurred with respect to any other financing program established or administered 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 shall have the power to exercise any and all powers of the Members or of a joint powers authority under the Act and other applicable provisions of law, subject, however, to the conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. The powers of(lie Authority are limited to those of a general law county. b. The Authority may adopt, from time to time, such resolutions,guidelines,rules and regulations for the conduct of its meetings and the activities of the Authority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have die power to finance (lie construction, acquisition, improvement and rehabilitation of real property, including the power to purchase, with the aznounts 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 the 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. 77ie Authority shall set any other terns and conditions of any purchase or sale contemplated herein as it deems necessary or convenient mid in furtherance of the Act. The Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its Property or revenues as security to the extent permitted by resolution of the Board under any applicable provision of law. The Authority may issue Bonds in accordance with the Act in order to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt,to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, the Authority's internal resources, capital markets and other forms of private capital investment authorized by the Act. d. The Authority is hereby authorized to do all acts necessary for the exercise of its powers, including,but not limited to: (1) executing contracts, (2) 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 Iocated,including property subject to mortgage, (5) incurring debts,liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other forms of assistance froiu persons, fines, corporations or govermnental entities, (7) suing and being sued in its own name, and litigating or settling any suits or claims, (8) doing any and all things necessary or convenient to the exercise of its specific powers and to accomplishing its purpose (9) establishing and/or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and in buildings. The Authority may enter into one or more agreements, including without Innitation, participation agreements and vnplementation agreements to implement such programs. C. Subject to the applicable provisions of any indenture or resolution providing for the investment of monies held thereunder, die Authority sliall have the power to invest any of its funds as the Board deems advisable, in the same manner and upon the same conditions as local agencies g cues pursuant to Section 53601 of the Government Code of the State of California. f. All property, equipment, supplies, funds and records of die Authority sliall be owned by the Authority, except as may be provided otherwise herein or by resolution of the Board. g. Pursuant to the provisions of Section 6508.1 of die Act, the debts, liabilities and obligations of the Authority shall not be debts, liabilities and obligations of the Members or Associate Members. Any Bonds, together with any interest and premium thereon, shall not constitute debts, liabilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by die Authority shall not constitute general obligations of the Authority but shall be payable solely from the moneys pledged to the repayment of principal or interest on such Bonds under the terns of the resolution, indenture, trust, agreement or other instrument pursuant to whicli such Bonds are issued. Neither the Members or Associate Members nor the Authority sliall be obligated to pay the principal of or premium, if any, or interest on the Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither die faith and credit nor the taxing power of the Members or Associate Members or the Authority shall be pledged to the payment of die principal of or premium, if any, or interest on the Bonds, nor shall the Members or Associate Members of the Authority be obligated in any maiuler 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 die 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 the number of Delegates equal to one representative from each Member. b. The governing body of each Member shall appoint one of its Supervisors to serve as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing (which may be by electronic mail) to die Authority and shall be elfecdve 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 die Member in die same manner provided in this paragraph b.. C. Tlie govenling body of each Member of the Board shall appoint a Supervisor as an alternate to serve on die Board in the absence of the Delegate; die alternate may exercise all the rights and privileges of the Delegate, including Qie right to be counted in constituting a quorum, to participate in the proceedings of die 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 Meniber's designation of an ahcrnate shall be delivered in writing (which may be by electronic mail) to die Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy sliall 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 (lie governing body of a Member and who attends a meeting oil bebalf of such Member may not vole or be counted toward a quorum but may,at the discretion of die Chair,participate in open meetings he or she attends. e. Each Associate Member may designate a non-voting representative to die Board who may not be counted toward a quorum but who may attend open meclings, propose agenda items and otherwise participate in Board Meetings. f. Delegates sliall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection with such service pursuant to rules approved by the Board and subject to die availability of funds. g. Tlie Board shall have the power, by resolution, to die 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 die Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in die naive and on behalf of the Board or the Authority. It. Tlie Board may establish other comnnittees as it deems necessary for any lawful purpose; such committees are advisory only and may not act or purport to act on behalf of die Board or die Authority. i. Tlie Board shall develop, or cause to be developed, acid review, modify as necessary, and adopt each Program. 8. Meetings of the Board a. The,Board shall meet at least once annually, but may meet more frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called,noticed, held and conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (counnencuhg 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 the Authority shall cause minutes or 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. e. Meetings may be held at any location designated in notice properly given for a meeting and may be conducted by telephorhic or similar means in any manner otherwise allowed by law. 9. Officers;Duties;Official Bonds a. I lie Board shall elect a chair and vice chair from among the Delegates at die Board's annual meeting who shall serve a teen of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of die Board and perform such other duties as may be specified by resolution of the Board. The vice chair shall perform such duties in the absence or in die event of the unavailability of the chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to the Authority, and the President and Chief Executive Officer of RCRC shall serve ex oflicio as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of die Authority, the Executive Director- is authorized to execute contracts ald 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 die Authority's business and affairs who shall serve at the pleasure of the Executive Director. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's funds, from whatever source, and, as such, shall Have the powers, duties and responsibilities speed in Section 6505.5 of die Act. The Executive Director, as Auditor, shall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. C. The Legislative Advocate for the Authority shall be die 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 die Authority, and a bond for such officer in die amount of at least one hundred thousand dollars ($100,000.00) shall be obtained at the expense of die Authority and filed with the Executive Director. Such bond may secure the faithful perfonnance of such officer's duties with respect to another public office if such bond in at least the saline amount specifically mentions die office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant,in compliance with Section 6505 of the Act. C. The business of the Authority shall be conducted under die supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Authority shall appoint no fewer than nine (9) and no more than eleven (U) members of its Board to serve on an Executive Convnittee. The Chair and Vice Chair of the Authority shall serve on the Executive Committee. h. Powers and Limitations The Executive Committee shall act in an advisory capacity and snake recommendations to die Authority Board. Duties will include, but not be limited to, review of die quarterly and annual budgets, service as die Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. The Executive Committee shalt be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of the Board. C. Quorum A majority of die Executive Committee sliall constitute a quorum for transacting business of tie Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of the Authority shall be distributed to die respective Members in such manner as shall be determined by die Board and in accordance with die 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 the terms of other agreements among the Members or Associate Members. 13. Conflict of Interest Code 'I7ie 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 oi•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 die advancing Member, Associate Member or other public agency and the Authority at the time of making the advance. 15. Fiscal Year;Accounts;Reports;Annual Budget;Administrative Fatpenses a. The fiscal year of the Authority shall be the period from.lanuary I of each year to and including the following December 31, except for any partial fiscal year resulting from a change in accounting based on a different fiscal year previously. b. Prior to the begriming of eacli fiscal year, Vie Board shall adopt a budget for die succeeding fiscal year. C. 'Ilie 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 the accounts and records of die Authority. The minimum requirements of the audit shall be those prescribed by die State Controller for special districts under Section 26909 of the Government Code of the State of California, and sliall conform to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member (and also with the auditor of Sacramento County as the county in which the Authority's office is located) within 12 months after die end of the fiscal year. e. In any year in which tie annual budget of die Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace die 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 sliall remain liable for the performance of all covenants hereof. Lach Member or Associate Member hereby declares that this Agreement is entered into for die 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 die 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 indennhification by die Authority of any person who is or was a Board Delegate,alternate, officer, consultant, employee or other agent of the AudioriLy, 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 die Authority and, in die 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 (lie right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use wider similar circumstances. 18. Immunities All of die privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to die activity of officers, agents or employees of any of die Members or Associate Members when performing their respective functions, shall apply to them to the same degree and extent while engaged.as Delegates or otherwise as an officer, agent or other representative of die Authority or while engaged in the performance of any of their functions or duties under the provisions of this Agreement. 19. Amendment Thus Agreement may be amended by die adoption of the amendment by the governing bodies of a majority of the Members. The amendment shall become effective on die first day of the month following the last required member agency approval. An amendment may be initiated by the Board,upon approval by a majority of the Board. Any proposed amendment, including the text of the proposed change, shall be given by the Board to each Member's Delegate for presentation and action by each Members board within 60 days, which time may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members widhout requiring formal anendnnent of the Agreementt by the Authority Board of Directors. 20. Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in the Authority shall automatically terminate. A Member or Associate Member may widhdraw from this Agreement upon written notice to the Board; provided liowever, that no such withdrawal shall result in the dissolution of the Authority as long as any Bonds or other obligations of die Authority remain outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted by die Members governing body which audiorizes widhdrawal is received by die Authority. Notwidhstanding die foregoing, any termination of membership or withdrawal from die 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 die saline instrument. b. Construction. The section headings herein are for convenience only and are not to be construed as modifying or governing die language in the section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably witlilheld. d. Jurisdiction;Venue. This Agreement is made in die State of California, under the Constitution and laws of such State and is to be so construed; any action to enforce or interpret its lenns 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 ohher agreements, whedher oral, written, or implied in conduct, between and among die parties relating to the subject matter of this Agreement. f. Successors; Assignment This Agreement slhall be binding upon and slhall inure to the benefit of the successors of die parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder widhout the consent of the Board. g- Severability. Should any pat, temn or provision of this Agreement be decided by die courts to be illegal or in conflict widn any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terns or provisions hereof shall not be affected thereby. The parties hereto have caused Us Agreement to be executed and attested by (heir properly authorized officers. AS ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 Amended and restated May 5, 2015 (SIGNATURES ONFOLL0WING PAGES? ATTACHMENT 1 GOLDEN STATE FINANCE AUTHORITY MEMBERS As of May 5,2015 Alpine County Amador County Butte County Calaveras County Colusa County Del Norte County El Dorado County Glenn County Humboldt County 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 Shashi 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. 24263 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. 24263 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. 24263 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 MEMBERS WITH 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