HomeMy WebLinkAbout55E - RESO - YGRENE WORKS• •
CITY COUNCIL MEETING DATE:
AUGUST 4, 2016
TITLE:
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
_-Wc•
❑ As Recommended
❑ As Amended
❑ Ordinance on 1if Reading
❑ Ordinance on god Reading
❑ Implementing Resolution
❑ Sot Public Hearing For
CONTINUED TO
FILE NUMBER
1. Adopt a resolution consenting to the inclusion of properties within the City's jurisdiction in the California
Home Finance Authority Program to finance renewable energy generation, energy and water efficiency
Improvements, and electric vehicle charging infrastructure; and
2. Adopt a resolution consenting to the inclusion of properties within the City's jurisdiction in the California
Home Finance Authority Community Facilities District No. 2014 -1 (Clean Energy) to finance renewable
energy improvements, energy efficiency and water conservation improvements, and electric vehicle
charging infrastructure; and
3, Approve Associate Membership in the California Home Finance Joint Exercise of Powers of Authority
and authorize the appropriate City officials to execute any necessary documents to effectuate such
membership to assist property owners within the incorporated area of the City in financing the cost of
Installing authorized improvements.
This action will establish the City's association with the California Home Finance Authority (CHF) and
Ygrene Energy Fund CA LLC (Ygrene) and make the Ygrene Works for California Property Assessed
Clean Energy (PACE) financing available to property owners in Santa Ana, The Ygrene Works financing
provides a mechanism by which all eligible property owners, both residential and nonresidential, can install
renewable energy systems and energy- and water - efficient improvements and repay the financing through
a voluntary annual amount added to their property tax bill. There are no hard costs and no dedicated staff
resources required for the City to participate in this program.
The California legislature has established two separate PACE laws. Assembly Bills 811 (signed into law
on July 21, 2008) and 474 (effective January 1, 2010) amended Chapter 29 of Part 3 of Division 7 of the
California Streets 6 Highways Code, Senate Bill 555 (signed into law on October 5, 2011) amended the
Mello -Roos Community Facilities Act set forth in sections 53311 through 53388.3 of the California
Government Code. Both AS 811 and BE 555 authorize a legislative body to designate an area within
which public entities and property owners may enter into voluntary assessments and /or special tax levies
to finance the installation of certain renewable energy sources, energy efficiency, and /or water efficiency
55E -1
Resolutions — Consenting to the Inclusion of Santa Ana
Properties in the Ygrene Works Financing Programs
August 4, 2015
Page 2
improvements that are permanently fixed to real property. The financing for these improvements has
come to be known as PACE — Property Assessed Clean Energy.
The PACE financing program provides property owners in participating cities and counties with an option
to finance approved energy- and water - saving improvements on their property. If a property owner
chooses to participate, the installed improvements are financed by the PACE program administrator. The
loan is secured by the property itself, with no obligation to the local government or other participating
Jurisdictions. Property owners who wish to participate in this voluntary program agree to repay the amount
borrowed through an additional annual increment collected via their property tax bills. In most cases,
when the property is sold, the financed amount transitions to the new owner; however, applicants are
advised to consult their mortgage company for confirmation. PACE financing is available for eligible
improvements on both residential and nonresidential properties.
In September 2013, City Council adopted a resolution allowing Santa Ana residential property owners to
participate in the California Home Energy Renovation Opportunity (California HERO) Program, one of
several AS 811 PACE financing providers. To facilitate implementation of the program within the Santa
Ana jurisdiction, the Council action included approval of a Joint Powers Authority (JPA) membership in the
Western Riverside Council of Governments,
In January 2015, City Council approved joint powers agreements with the CalifornisFiRST Program
(offered by the California Statewide Communities Development Authority) and the Figtree Program
(offered by the California Enterprise Development Authority), Similar to approving the California HERO
program, Council action included approval of JPA associate memberships, These agreements have
provided Santa Ana residential property owners with additional AB 811 PACE financing options and
expanded the opportunity to commercial properties.
in late January, shortly after the City Council authorized participation in the CaliforniaFIRST and Figtree
programs, CHF and Ygrene announced the availability of Ygrene Works PACE financing through both AB
811 and SB 555 legislative authority, the only PACE program to do so. The advantages of the SB 555
option include additional consumer protections, longer financing terms (up to 30 years with Ygrene), and
opportunities for tax advantages not available with AB 811 PACE programs.
Approving the Ygrene Works PACE programs through adoption of these AB 811 and SB 555 resolutions,
and joining the CHF Joint Powers Authority, will expand the available options for all Santa Ana property
owners — residential, commercial (including multi - family), and, for the first time, agricultural, By offering
low cost financing at the lowest rates and fees available, these programs will allow construction of eligible
projects to proceed and, in the process, stimulate building activity and the overall local economy, reduce
peak energy demand, reduce water consumption, Increase property values, and generate savings on
utility bills for Santa Ana property owners,
S18/A1EGIC eLAN ALIGNMINT
Approval of this Item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement
5 Sustainablilty, Objective #2 (expand opportunities for conservation and environmental sustalnability).
Approval of this item also supports the City's efforts to meet Goal #3 Economic Development, Objective #5
(leverage private Investment that results In tax base expansion and job creation citywide).
55E -2
Resolutions — Consenting to the Inclusion of Santa Ana
Properties in the Ygrene Works Financing Programs
August 4, 2015
Page 3
ISCAL IMPACT
There is no fiscal Impact associated with the recommended actions. There is no cost to the City to
become an Associate Member of the CHF JPA or by authorizing the Ygrene Works PACE programs
described, The City will have no administrative responsibilities, no marketing obligations, and no financial
obligations associated with making these programs avallable,
Public Works Agency
FM /MM /CK
Exhibits: 1, Resolution — CHF Community Facilities District
2. Resolution — CHF PACE Program
3. California Home Finance Authority (CHF) Joint Powers Agreement
55E -3
55E -4
RESOLUTION NO. 2015 -xxx
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 2014 -1 (CLEAN ENERGY) TO
FINANCE RENEWABLE ENERGY IMPROVEMENTS,
ENERGY EFFICIENCY AND WATER CONSERVATION
IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS
AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority, a California joint powers
authority, (the "Authority') has established the Community Facilities District No. 2014 -
1(Clean Energy) in accordance with the Mello -Roos Community Facilities Act, set forth
in sections 53311 through 53368.3 of the California Government Code (the "Act ") and
particularly in accordance with sections 53313.5(1) and 53328.1(a) (the "District "); and
WHEREAS, the purpose of the District is to finance or refinance (including the
payment of interest) the acquisition, installation, and improvement of energy efficiency,
water conservation, renewable energy and electric vehicle charging infrastructure
improvements permanently affixed to private or publicly -owned real property (the
"Authorized Improvements "); and
WHEREAS, the Authority is in the process of amending the Authority Joint
Powers Agreement (the "Authority JPA ") to formally change its name to the Golden
State Finance Authority; and
WHEREAS, the City of Santa Ana is committed to development of renewable
energy generation and energy efficiency improvements, reduction of greenhouse gases,
and protection of the environment; and
WHEREAS, in the Act, the Legislature has authorized a parcel within the territory
of the District to annex to the District and be subject to the special tax levy of the District
only (i) if the city or county within which the parcel is located has consented, by the
adoption of a resolution by the applicable city council or county board of supervisors, to
the inclusion of parcels within its boundaries in the District and (ii) with the unanimous
written approval of the owner or owners of the parcel when it is annexed (the
"Unanimous Approval Agreement "), which, as provided in section 53329.6 of the Act,
shall constitute the election required by the California Constitution; and
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy efficiency and water conservation and in doing so cooperate with
Exhibit I Resolution No. 2015 -XXX
Page 1 of 3
55E -5
Authority in order to efficiently and economically assist property owners the City in
financing such Authorized Improvements; and
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, 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 of the JPA and, to assist property owners within the incorporated area of the
City in financing the cost of installing Authorized Improvements; and
WHEREAS, the City will not be responsible for the conduct of any special tax
proceedings; the levy and collection of special taxes or any required remedial action in
the case of delinquencies in the payment of any special taxes in connection with the
District.
NOW, THEREFORE, BE IT RESOLVED THAT:
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 No. 2014 -1
(Clean Energy) to finance the installation of the Authorized Improvements.
Section 2: This City Council consents to inclusion in the Authority CFD No.
2014 -1 (Clean Energy) of all of the properties in the incorporated area within the City
and to the Authorized Improvements, upon the request of and execution of the
Unanimous Approval Agreement by the owners of such properties when such properties
are annexed, in compliance with the laws, rules and regulations applicable to such
program; and to the assumption of jurisdiction thereover by Authority for the purposes
thereof.
Section 3: The consent of this City Council constitutes assent to the
assumption of jurisdiction by Authority for all purposes of the Authority CFD No. 2014 -1
(Clean Energy) and authorizes Authority, upon satisfaction of the conditions imposed in
this resolution, to take each and every step required for or suitable for financing the
Authorized Improvements.
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.
Section 5: City staff is authorized and directed to coordinate with Authority
staff to facilitate operation of the Authority CFD No. 2014 -1 (Clean Energy) within the
City, and report back periodically to this City Council on the success of such program.
Section 6: 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.
Resolution No. 2015 -XXX
Page 2 of 3
55E -6
ADOPTED this _ day of August, 2015.
APPROVED AS TO FORM:
Sonia . Coal City
By: < 1
9 o e Sandoval
ief Assistant City Attorney
AYES:
NOES:
ABSTAIN:
NOT PRESENT:
Councilmembers
Councilmembers
Councilmembers
Councilmembers
Miguel A. Pulido
Mayor
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the
City of Santa Ana on
Date:
Clerk of the Council
City of Santa Ana
55E -7
Resolution No. 2015 -XXX
Page 3 of 3
Exhibit A
JPA Agreement
[to be inserted]
Resolution No. 2015 -XXX
Page 4 of 3
55E -8
RESOLUTION NO. 2015 -xxx
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
CALIFORNIA HOME FINANCE AUTHORITY PROGRAM
TO FINANCE RENEWABLE ENERGY GENERATION,
ENERGY AND WATER EFFICIENCY IMPROVEMENTS
AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS
AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority ( "Authority ") is a joint
exercise of powers authority established pursuant to 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 "); and
WHEREAS, the Authority is in the process of amending the Authority JPA to
formally change its name to the Golden State Finance Authority; and
WHEREAS, Authority has established a property- assessed clean energy
( "PACE ") Program (the "Authority PACE Program ") to provide for the financing of
renewable energy generation, energy and water efficiency improvements and electric
vehicle charging infrastructure (the "Improvements ") pursuant to Chapter 29 of the
Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways
Code ( "Chapter 29 ") within counties and cities throughout the State of California that
elect to participate in such program; and
WHEREAS, City of Santa Ana (the "City ") is committed to development of
renewable energy generation and energy and water efficiency improvements, reduction
of greenhouse gases, and protection of the environment; and
WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to
assist property owners in financing the cost of installing Improvements through a
voluntary contractual assessment program; and
WHEREAS, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the Authority
PACE Program would promote the purposes cited above; and
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy and water efficiency, and in doing so cooperate with Authority in
order to efficiently and economically assist property owners within the City in financing
such Improvements; and
Resolution No. 2015 -XXX
Exhibit 2 Page 1 of 3
55E -9
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 execution of the JPA
Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the
programs of the 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
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: 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 thereover by Authority for the purposes
thereof.
Section 3: The consent of this City Council constitutes assent to the
assumption of jurisdiction by Authority for all purposes of the Authority PACE Program
and authorizes Authority, upon satisfaction of the conditions imposed in this resolution,
to take each and every step required for or suitable for financing the Improvements,
including the levying, collecting and enforcement of the contractual assessments to
finance the Improvements and the issuance and enforcement of bonds to represent
such contractual assessments.
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.
Section 5: City staff is authorized and directed to coordinate with Authority
staff to facilitate operation of the Authority PACE Program within the City, and report
back periodically to this City Council on the success of such program.
Section 6: 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.
Resolution No. 2015 -XXX
Page 2 of 3
55E -10
ADOPTED this _ day of August, 2015.
Miguel A. Pulido
Mayor
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attomey
B:
7J se Sandoval
hief Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the
City of Santa Ana on
Date:
Clerk of the Council
City of Santa Ana
55E -11
Resolution No. 2015 -XXX
Page 3 of 3
Exhibit A
JPA Agreement
[to be inserted]
Resolution No, 2015 -XXX
Page 1 of 3
55E -12
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EIMRCISE OF POWERS AGREEMENT
(Original date,july 1, 1993 and as last amended and restated December 10, 201.1)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
( "Agreement ") is entered into by and among the counties listed on Attachment 1 hereof std
incorporated herein by referehice. All such counties are referred to herein as "Members" with the
respective powers, privileges and restrictions procdded herein.
RECITAIS
A. WHERIAS, the California Rural Home Mortgage Fuaauce Authority ( "CRHMFA ") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Excrcise
of Powers Act (conmiencing with Article t of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of Cadilornia (the "Act "). By Resolutiou 2003 -02, adopted ou
January 15, 2003, the naiuc of the authority was changed to CRHMFA Homebuyers Fund. The
most receut amendment to the Joint Exercise of Powers Agreement was on January 28, 200h.
B. WHEREAS, die Members of CRHMFA Homebuyers Fund desire to update, reaffirm,
clarify and revise ccrt in provisions of the joint powers agreement, including die renauuing of die
joint powers authority, as set forth herein.
C. WHEREAS, die Members are each empowered by law to finance the construction,
acquisition, improvemcut and relhabilitatiou of real property.
D. WHEREAS, by this Agrreement, die Members desire to create and establish ajoint powers
authority to exercise their respective powers for die purpose of financing the constructiou,
acquisition, improvement and rehabilitation of read property widint the jurisdiction of die Authority
as authorved by the Act.
NOW,'FHERF.FORE, in consideration of the mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Dcfuhitions
Unless die context otu noise requires, die follm6ug terms shall for purposes of this
Agreement liavc die mcaniugs specified below:
"Act" means the,Joint Exercise of Powers Act, commencing with Article l of Chapter 5 of
Division 7 of Title 1 of de Government Code of de State of California, including die Marks -Roos
Local Bond Pooling Act of 1985, as anuuded.
"Agreement" means this joint Exercise of Powers .Agreement, as (lie same now exists or as it
may from time to tune be amended as provided herein.
Exhibit 3
55E -13
"Associate Member" means a c•ouuty, city or outer public ageuc•y which is not a voting
nteuiber of the Rural County Reprcscutatives of California, a California nonprofit corporation
("RCRC"), with Icgad power urd authority sinular to that of the Members, admitted pursuant to
paragraph IA, below to associate membership herein by vote of to Board.
"Audit Committee" means a conwiittce made up of the nine - member Ftccutivc
Comtniacc.
'Authority" tnc ris C liforrua Honhc Finuhce Authority ( "CHF "), formerly known as
CRHMFA Homebuyers Fund or California Rural Home Mortgage Fiawcc Authority.
Board' mcans the governing board of'the Authority as described in Section 7 below.
Bonds" netts bonds, notes, warrauits, leases-, certificates of participation, installment
purchase -,Weemeuts, loan agreements and other securities or oblig bons issued by the Authority,
or financing agreenuuts entered into by die Authority pursuant to the Act and any other obligation
within the meattiug of the term "Bonds" wider the Act.
"Delegate" menu the Supervisor dcsignatcd by the governing board of cacti Mcmber to
serve on the Iioard of die Authority.
"Executive Committee" menus the uinc- tncmber Executive Committee of the Board
established pursuant to Scctiou 10 hereof.
Wembee mcans any cowry which is a mender of RCRC, has executed this Agreement
and has become a member of the Authority.
'Obligations" means bonds, notes, warrants, leases, certificates ofparticipatiott, instilment
purchase agreenhcuts, loan agreements arid other securities or obligations issued by die Authority,
or fiuuhcing agree meets entered into by the Authority pursuuht to die Act uhd any otter livaueial
or legal obligation of tlnc Authority under the Act.
"Program" or 'Project" mcans any work, improvcnuut, progrwi, project or service
undertaken by die Authority.
"Rural County Representatives of California" or "RCRC" maws the nonprofit entity
incorporated under that na r ie in the State of California.
"Supervisor" mcans a ii elected County Supervisor 1rouh ut RCRC member county.
2. Purpose
"Ilhe purpose of the Audlotity is to provide financing for the acquisition, construction, ,
inhprovenhent and rehabilitation of real property in accordance with applicable provisions of lacy
for die benefit of residents and connnwlltiCS. In pursuit of this purpose, this Agreement provides
lot- the joiut exercise of powers common to any of its Members and Associate blcnhbcrs as
provided herchr, or othcrwise authorized by flu Act rid other applicable laws, including assisting
55E -14
in financing as authorized herein, jointly exerciser) in the manner set forth Ihercin
3. Principal Place of Business
The principal office of the Authority shall be 1115 It Street, Suite 1650, Sacramcuth,
California 95811.
4. Creation of Authority; Addition of Members or Associate Members
a. The Authority is hereby created pursuant to the Act. As provided in de Act, die
Authority sliall be a public cutity scpauatc acid distinct from the tYietnbcrs or Associate Members.
b. '1 tic Authority will cause it notice of this Agrecmeut or awry anicudnicut hereto to
be prepared atxl filed with the office of the Secretary of State of Califoniia in a timely fashion in
die ncmner set lbrtlh in Sectiou 6503.3 of the Act.
C. A county that is a niember 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 bcxly adopting this Agreement. The Board sliall review die petition for membership
ahxl shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such county sliall immediately become a N[cmber of tlic Authority.
d. An Associate hlemhber may be added to the Authority upon the aflirniauve
approval of its respective govcming board and pursuant to action by the Authority Board upon
such terms and conditions, and with such riglhts, privileges uid responsibilities, as may be
established from time to tittle 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 progruns of the Authority as determined by die Board, but sliall not be
voting members of the Board. The Executive Director of the Authority skill eul'orce the terms
and conditions for prospective Associate Members to die Authority as provided by resolution of
die Board and as arncudcd front time to time by die Board. Chutges in the terms and conditions
for Associate Membership by the Board will not constitute alt atncudmcut of this Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from the (late hereof until the earlier of the tittle
when all Bonds and any interest thereon shall helve been paid in full, or provision for such
payment shall have been made, or when the Authority sliall no longer own or hold any intcrest iu a
public capital improvement or program. "Ilse Authority sliall continue to exercise the powers
herein conferred upon it until ternunation of this Agreement, except that if atty Bonds are issued
and delivered, in no event shall the exercise of the powers herchi 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 adnii iistcred by thhe Authority has been repaid in full and is no touger
outstanding.
6. Powers; Resftwtion upon Exercise
55E -15
a. To clicctuate its purpose, the Authority shall have the power to exercise aty and all
powcis of the Members or of a joint powers authority under the Act and other applicable
provisions of law, sub E l
ject, however, to the conditions and restrictions herein contained. ch
vf
Member or Associate cuaber may also separately exercise any an(I all such powers. The powers
of the Authority are limited to those of ageneral law count).
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 deans necessary
or desirable to accomplish its purpose.
C. The Authority shall have the power to finatce the construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with the
amounts received or to be received by it pursuant to it bond purchase agreement, bonds issued by
any of its :Members or Associate Members all other local agencies at public or negotiated sale, for
the purpose set firth 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. The Authority shall set any other terms and conditions of arty purchase or sale
contemplated herein as it deems necessary or convenient and in furtherance of the Act. 11te
Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
property or revenues as security to the extend 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 foods necessary to elketuate its purpose hereunder and may cuter 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. '['lie Authority is hereby authorized to do all acts necessary for the exercise of its
powers, including, but not linuted to:
(1) executing coutrcts,
(2) employing agents, consultants and employees,
(3) acquiring, coustntctiug or providing fir maintenance and operation of ary
building, work or improvement,
( la 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 ibutions and douatious of property, Funds, services and
arty other forms of assistance From persous, lines, corporations or
goverumeutal entities,
(7) suing and being stied in its own name, and litigating or settling ally 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
55E -16
conservation and renewable energy improvements to or oil real property
and in buildings. The Authority may enter into one or more agreements,
includiug without limitation, participation agreements and implementation
agreements to implement such pro;Tamhs.
C. Sulticct to the applicable provisions of airy indenture or resolution providing for the
investment of mollies held thereunder, the Authority shall have the power to invest ally of its funds
as tic Board deems advisable, in the sine manner ai<1 upon die same conditions as local ageucics
pursuant to Scctiou 53601 of the Govenimcnt Code of the State of Califbmia.
f. All property, equipmcut, supplies, funds and records of die Authority shall be
owned by [lie Authority, except as may be provided otlienvisc herein or by resolution of (lie
Board.
g. Pursuant to the provisious of Section 6508.1 of the Act, the debts, liabilities and
obligatous of the Authority shall not be debts, liabilities and obligations of die Members or
Associate Members. Any Bonds, togedier with airy interest and premium thereon, shall not
constitute debts, liabilities or obligauious of any Member. The Members or Associate 'vlcmbers
hereby agree that any such Bouds issued by die Authority shall not constitute general obligations of
the Authority but shall be payable solely From the moueys pledged to the repayment of principal or
interest ore such Bouds under die terms of tae resolution, indenture, trust, agrreeaneut or other
iustrumcut pursuit to which such Bouds are issued. Neither die Members or Associate
Members nor the Audnority shall be obligated to pay die principal of or premium, if airy, or
uterest oil die Bouds, or other costs incidental thereto, except from the revenues will funds
pledged diercfor, and neither the faith and credit nor the taxing power of the Members or
Associate Members or die Authority sliall be pledged to tae payment of die principal of m
premium, if any, or interest oil the Bonds, nor shall die Members or Associate Members of Lite
Authority be obligated hh any trimmer to make any appropriation for such payment. No coveuad
or agreement contained in airy Bond sluill be deemed to be a covenant or agreement of allay
Delegate, or any officer, agent or employee of tic Authority in all individual capacity, and neither
die Board nor any officer thereof executing die Bouds or any document related thereto shall be
liable personally oil any Bond or be subject to any personal liability or accouutlbility by reason of
die issuance ofa y Bonds.
7. Governing Board
a. The Board shall consist of die 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 ale Board. A Member's appointment of its Delegate sli dl be delivered in writing
(which may be by electronic mail) to die Authority and shall be ellectivc until lie or she is repLlced
by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing
body of the Member in the sane mariner provided in this paragraph b..
C. "I'hc governing body of each Member of the Board shall appoint a Supervisor as an
altermitc to serve on [lie Board in [lie absence of the Delegate; the alternate may exercise all the
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rights and privilcges of the Delegate, including tine right to be couuled in constituting a quorum, to
participate ill the proceedings of the Board, wd to vote upon any and all matters. No alternate
may have more dent one vote at any mcetiug of the Board, will any Member's designation of all
alternate shall be delivch'ed in writing (whi(-h may be by electronic nail) to the Authority and shall
Ile cllcetivc until such altcruate is replaced by his or her governing body or is no longer a
Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filler) by die
governing body of )lie Mcnibcr ill the samhe mauuicr provided in this paragraph c..
d. Any person vvbo is not a member of the governing body of a Member and who
attends a nuctiug on behalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of the Chair, participate ill open meetings he or she attends.
C. Lach Associate Member may designate a non- voting representauivc to the Board
who may not be counted town ril a quonnm but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
f, Delegates shall not receive compensation [or serving as Delegates, but may claim
and receive reimbursement for expenses atuadly� incurred in connection with such service
pursuant to rules approved by the Board and subject to )lie availability of funds.
g. The Board shall have dnc power, by eosolutiou, to the extent permitted by the Act
or any odhcr applicable law, to exercise any powers of dhc Authority and to delegate any of its
Imnctions to the FXccutivc Committee or one or more Deleptes, officers or agents of the
Authority, and to cause any authorized Delegate, officer or agent to take any actious and execute
auly d0enhhlCnit9 for and ill the name and or belnall' of the Board or the Authority.
It. The Board may establish such committees as it deems necessary for any lawful
purpose; such committees are advisory only and may not act or purport to act on behalf of die
Board or the Authority.
i. Tile Board sliall develop, or cause to be developed, will review, modify is
uecessai}y, and adopt each Prograiii.
8. Meetings of the Board
a. The Board shall meet at ICast 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, field and conducted pursuant to )lie
provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Scction 5.1950) ol' Part I of
Division 2 of Tide 5 of the Government Code of the Slate of California.
C. `llhe Secretary of the Authority shall caux minutes of all meetings of the Board to
Ile taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a majority of ilne number of curreul
Delegues shall constitute a quorum titer lramsa ting business at wily meeting of the Board, except
55E -18
that less thau a quorum may act to adjoum a mecdug. I�rh Delcb<ue shall have ouc volt
C. 31ectLngs may he held at any location designated in notice properly given for a
mecdug and may be conducted by telephonic or similar mcauhs ill any manucr othenvise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board shall elect a cicur and vice chair from among die Delegates at the
Board's umual meeting who shall serve a term of orte (l) year or until their respective successor is
elected. The chair shrill conduct die meetings of tle Board and perRrm such other duties as may
be specified by resolutiou of the Board. The vice chair shall perform such dutics ill the absence or
ill die evert of the umwtlifability of the chair.
b. The Board shall contract ar trally vvith RCRC to administer the Agreement and to
provide administrative services to the Authority, and the Presideut and Chief Executive Officer of
RCRC shall serve ex ollirio is Executive Director, Secretary, "rrcasurcr, and Auditor of die
Authority. As chief executive of the Authority, the Executive Director is authorized to execute
coutracts and other obliggttous of the Authority, unless prior Board approval is required by a third
party, by law or by Board specification, and to perform other duties specified by the Board. The
Executive Director may appoint such other olliccrs as may he required for the orderly conduct of
the Authority's business and allairs who sliall serve at the pleasure of the Executive Director.
Subject to the applicable provisious of arty indenture or resolution providing lr a trustee or other
fiscal ageut, die Executive Director, as'rreasurer, is desiguated as the custodian or die Authority's
fiords, from wlhatcver source, and, as such, shall have the powers, dutics and responsibilities
specified ill Section 6505.5 of tlic Act Tine Executive Director, as Auditor, shall have the powers,
duties and responsibilities specified in Section 6505.5 of the Act.
C. The Legislative Advocate for the Audiority shall be the Rural Comity
Representatives of Calilbruia.
d. The "rrcasurcr aiul Auditor are public officers who have charge of, haridlc, or have
access to all properly of tie Authority, and a boud fir such ollicer in the anxnmt of at least one
hundred thousand dollars (5100,000.00) shall be obtained at the expense of' die Authority artd
filed with the Executive Director. Such boud nuay secure the faithful perf6mhartce of such
officer's dutics with respect to another public office if such houd ill at (east the same amount
specifically mentious the ollicc of the Authority -,is required herein. The Treasurer lull Auditor
shall cause periodic inclepcudcut audits to be made of the Authority's books by a certified public
accomhtauht, or public accouutaut, in complivrc with Section 650.5 of tic Act.
C. The business of the Authority shall be conducted under die supervision of tie
Fsccutivc Director by RCRC personnel.
10. Executive Committee of the Authority
a. Comuosiliou
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The Authority shall appoint uiue (9) numbers of its Board to serve oil au Executive
Conunittee.
b. Powers and Limitations
The Executive Conumitcc shall act ill all advisory rapacity and make
rccomurcndations to the Authority Board. Dutics will include, but not be limited to, review of the
quarterly and aumrtal budgets, service as the Audit Committee for the Authority, periodically
review this Agreement; and comptete arty other (asks as may be assigmcd by dre Board. The
EICCntiVC Committee shall be subject to all linutations imposed by this Agrecamcnt, other
applicable law, and resolutions of the Board.
C. Quorrini
A majority of the Executive Committee shall constitute a quonun for transacting
business of the Executive Committee.
11. Disposition of Assets
Upon termination of this Agreement, all rentariufng assets and liabilities of the Authority
shall be distributed to the respective Members ill suet[ mauuer as slnfl be detenuiued by the
Board and ill 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 obli;ations For those purposes-. 11ris A„�recrneut shall not be deemed to amend or after the
terms of other agreements among the Members or [Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt it Conflict of Interest Code as required by law.
14. Contributions and Advances
Contributions or advances of public fuurls and of personnel, equipment or property may
be trade to the Authority by ally Member, Associate Member or ally other public agency to
further the purpose of this Agrecneut. Payment of public fuurls may be made to deli-ay the cost of
any contribution. Any advance may be made subject to repaynreut, and ill that case shall be repaid
ill [lie mummer agreed upon by the advamciug 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 Expenses
a. The Fiscal year of the Audtority shall be the period from January I o1' each year to
and including the lollowiug December 31, except for aury partial fiscal year resuhing from a change
55E -20
in accounting based on it different fiscal year preciously.
h. Prior to the hc, inning of each fiscal year, the Board shall adopt it budget &s the
succeeding fiscal year.
C. The Authority shall establish and maintain such finds and accounts as may be
required by generally accepted accounting tmuciplcs. 1'hc books and records of the Authority arc
public records and shall lie open to inspection at all ncasonutblc times by each Mcniber and its
representatives.
d. Tlic Auditor shall either make, or contract with a certified public accountant or
public accountant to ncdcc, an annual audit of the accounts and records of the Authority. Ilse
minimum requirements ol' the audit shall be those prescribed by the State Controller Ibr special
districts under Section 26909 of the Government Code of the State of California, and shall
coufbrna to generally accepted auditing standards. When an audit of accounts and records is made
by it certified public accountant or public accountant, it report thereof shall be filed as it public
record with cacti Member (and also with the auditor of Sacraticuto County as the county in which
the Authority's office is located) within 12 mouths after the end of the fiscal year.
e. In any year in which the annual budget of the Authority does not exceed five
thousand dollars (55,000.00), the Board nuay, upon unanimous approval of the Bo aril, replace die
annual audit with an ensuing one -year period, but in no event for it 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 hlenalier or Associate Member from futtilling its other
obligtions hereunder, and such defaulting Member or Associate Mcnhher shall remain liable for
the performance of all covenants hereof. Mach Member or Associate Meauber hereby declares
that this Agreement is entered into for the benefit of the Authority created hereby, and cacti
Mcmbcr or Associate Member hereby gRants to the Authority the right to enforce, by whatever
lawful nneans the Authority deems appropriate, all of dhc 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 aw or all other remedies.
17. Indemnification
To the full extent permitted by law, dte Board may audiorize indemnification by the
Authority of iuiy persou who is or cvaLS it Board Delegate, alternate, officer, consultant, ennploycc or
odor agent of the Authority, and who was or is a party or is threatened to lie inaade a party to it
proceeding by icasou of (lie fact that such person is or was such a I)clego-tc, alicruate, officer,
consultant, employee or ocher agcut of the Authority. Such indemnification may be made against
expenses, ,jurdgrnetits, lines, settlements and other a iouus actually and reasonably incurred in
couuectiou with such proceeding, if such persou acted in good faith and in a manner such person
ressouably believed to be in [lie best interests of the Authority and, in the case of it criminal
55E -21
proceeding, had no reasonable cause to believe his or her conduct was uulawfid aud, ill the case of
an action by or ill (lie tight of the Authorit), acted with such care, including reasonable inquiry, ',is
all ordinarily prudent person in a like position would use under siroilarcircutustances.
18. Immunities
All or tice privileges and it uuuuitics from liabilities, exemptions bona law, ordhiances and
rules, all pension, relief, disability, workers' couipcusation aud other benefits which apply to the
activity of officers, ageuts or employees or any of the Members- or Associate Memhcts when
perlorti ing their respective ruuctions, shall apply to them to die sanic degree and cxtcut while
cnlaged as Delegates or otlicnv isc as an officer, agcut or other representative or the Nudlorly or
while engaged in the performance of any or their functions or duties- under the provisions of this
Agreement.
19. Amendment
This Agreement may be amended by the adoption of the amendment by die governing
bodies of a maiority of tic Xlembcrs. The amendment shall become eflcctve on the first day of
the ulondi following the bast required member agency approval. Au aincudnicut may be initiated
by the Band, upon approval by a maiority of date Board. Any proposed anendneut, including tine
text of die proposed change, shall be given by the Board to each Member's Delegate for
presentation and action by eacli Metber's board within 60 clays, which time may be extended by
the Board.
The list or Mendwrs, Attachment 1, may be updated to reflect new aud /or widndrawn
4lenibers without requiring fornial anieudment or the Agreenicut by the Authority Board or
Directors.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member or RCRC, its membership ill de Authority shall
automatically tennivate. A Nlember or Associate Member may withdraw froni this Agreement
upon written notice to the Board; provided however, dit no such withdrawal skill result in die
dissolution of the Authority as long as ally Bouds or odor obligatious of the Authority reurain
outstanding. Any such withdrawal skill lecome effective thirty (30) flays after a resolution adopted
by the Member's governing body which authorizes withdrawal is received by the Authority.
Notwidistahchirg tic foregoing, any termination or micmbership or widid usval 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 Mender prior to
the lime of its termination or %vidirhawal.
20. Miscellaneous
a. Counterparts. This Agrcemeut may be executed ill several counterparts, each or
which shall be ail origiva l and all of which shall coustitutc but one and the same instrument.
b. Construction. The section hcadiugs herein are Ion couveuicuc'c only and are not to
55E -22
be construed as modilyurg or govcming the la gunge in the section rcl'crrcd to.
C. Approvals. Wliercvcr in this Agreement any consent or approval is required, the
same shall not be unreasonably withheld.
d. Jurisdiction; Venue. This Agreement is matte in the State of Calilbruia, under the
Constitution and laws of such State aid is to be so construed; any actiou to enforce or interpret its
terms slral be brought iu Sacramento County, California.
C. Integration. This A4i- cenucut is the complete and exclusive statement of the
agreement anoug tike parties hereto, and IL superscdcs .utd merges all prior proposals,
understandings, and other agreemcuts, whether oral, written, or implied in conduct, betweeu and
among the parties relating to the subjccL matter of this Agreement.
E Successors; Assignment This Agrccmcut shall be binding upon and shall inure to
tic benefit or the successors of the parties hereto. Except to the extent expressly provided herein,
no Member may assign any right or obligation Ircreuuder without the consent of tirc Board.
g. Severability. Should any part, term or provision of this Agreement be decided by
the courts to be illcgal or in conflict with any law of the State of California, or otherwise be
rendered uuenforccablc or iuelkctual, the validity of the remaining parts, terms or provisions
hereof slkall not be affected thereby.
The parties lrcreto have causcd this Agreement to be executed aid attested by their properly
authorized ollicers.
AS AIXH'TED BY THE hIEbIBERS:
Originally datCd,jLly 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, `1004
Amended akd restated Deccurber 10, 2014
ISIGPoA77,rRES ON F01I,OI UNG ]M GIN
55E -23
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
ATTEST: CITY OF SANTA ANA
Maria D. Huizar David Cavazos
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
sy�
o Sandoval
of Assistant City Attorney
AFTER EXECUTION, PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671000009603861.1
55E -24
ATTACHMENT 1
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10, 2014
Alpiuc Couuty
Amador Couuty
Buttc Comity
C;tLlvccis Couuly.
Colusa Coutttyy
Del 'Norte Comity
El Dorado Counts
Gleuu Couuty
Humboldt County
Imperial Couuty
Iuyo County
Lake County
L Isseu Couuty
Madera County
Mariposa County
Meudociuo Comity
Merced County
Mocloc County
Mono Couuty
Napa County
Nevada Couuty
Placer Couuty
Plunlas County
Sam Benito Couuty.
Shasm County
Sierra Comity
Siskiyou County
Suttcr County
Tehanra County
Trinity County
"Cuolmuue count)
Yolo County
Yuba Couuty
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55E -26