RES-2016-200RESOLUTION NO. 2016- 200
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ANAHEIM APPROVING ASSOCIATE MEMBERSHIP
IN THE GOLDEN STATE FINANCE AUTHORITY
(AUTHORITY); CONSENTING TO THE INCLUSION OF
PROPERTIES WITHIN THE TERRITORY OF THE CITY
OF ANAHEIM IN THE AUTHORITY'S PROPERTY -
ASSESSED CLEAN ENERGY (PACE) PROGRAM;
AUTHORIZING THE AUTHORITY TO CONDUCT
MELLO-ROOS PROCEEDINGS AND TO LEVY
ASSESSMENTS WITHIN THE CITY OF ANAHEIM IN
ACCORDANCE WITH THE CALIFORNIA
GOVERNMENT CODE; AND APPROVING A
PARTICIPATION AGREEMENT WITH THE AUTHORITY
AND ITS PROGRAM ADMINISTRATOR; AND
AUTHORIZING THE CITY MANAGER TO EXECUTE
THE AUTHORITY'S AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT AND
PARTICIPATION AGREEMENT AND TAKE SUCH
ACTIONS AS NECESSARY TO IMPLEMENT AND
ADMINISTER THE AGREEMENTS.
WHEREAS, the 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 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) and the Associate Membership
Terms and Conditions for the City of Anaheim ("JPA Addendum") 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 the Golden State Finance
Authority; and
WHEREAS, the Authority has established a 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 the Mello -Roos Community Facilities Act, set forth in
sections 53311 through 53368.3 of the California Government Code (the "Act" or
"Mello -Ross") and particularly in accordance with sections 53313.5(1) and 53328.1(a)
(the "District") within counties and cities throughout the State of California that elect to
participate in such program; and
WHEREAS, City of Anaheim (the "City") is committed to development
of renewable energy sources and energy efficiency improvements, reduction of
greenhouse gases, protection of our environment, and reversal of climate change; and
WHEREAS, in the Act, the Legislature has authorized cities and counties
to assist property owners in financing the cost of installing Improvements through a
voluntary Mello -Roos 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 Authority is authorized to establish the Authority PACE
Program, which will be a voluntary program, as permitted by the Act and the Authority
JPA, and the City agrees to become an Associate Member of the JPA subject to this
resolution, the JPA Addendum, and the participation agreement ("Participation
Agreement") between the City, the Authority, and its third party administrator, Ygrene
Energy Fund California, LLC ("Administrator"), attached hereto as Exhibit "B"; and
WHEREAS, as further set forth below and the Participation Agreement,
the City will not be responsible for the conduct of any Mello -Roos assessment
proceedings; the levy and collection of Mello -Roos assessments or any required remedial
action in the case of delinquencies in the payment of any Mello -Roos assessments or the
issuance, sale or administration of any financing in connection with the Authority PACE
Program.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Anaheim as follows:
Section 1. The City Council hereby finds and declares that properties
in the City's incorporated area will benefit from the availability of the Authority PACE
Program within the incorporated territory of the City and, pursuant thereto, the conduct of
Mello -Roos assessment proceedings by the Authority pursuant to the Act.
Section 2. Subject to the limitations contained in this resolution, the
JPA Addendum, and the Participation Agreement, the City Council hereby agrees to
become an Associate Member of the JPA for the sole purpose of enabling the Authority
to make the Authority PACE Program available to property owners within the City of
Anaheim. Only an entity which has executed a Participation Agreement with the City and
the Authority shall be authorized to operate and administer the Authority PACE Program
within the City.
Section 3. In connection with the Authority PACE Program, the City
hereby consents to the levy of Mello -Roos assessments by the Authority pursuant to the
Act on any property within its jurisdiction; provided, that
(a) The participating property owners, who shall be the legal owners
of such property, execute a contract pursuant to the Act and comply with other applicable
provisions of California law in order to accomplish the valid levy of Mello -Roos
assessments; and
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(b) The City will not be responsible for the conduct of any Mello -Roos
assessment proceedings; the levy or collection of the Mello -Roos assessments or any
required remedial action in the case of delinquencies in Mello -Roos assessment
payments; or the issuance, sale or administration of the bonds or any other financing
issued in connection with the Authority PACE Program.
Section 4. Pursuant to the requirements of the Act, the Authority has
prepared and will update from time to time the "Hearing Report" for the Authority PACE
Program (the "Hearing Report"), and the Authority will undertake assessment
proceedings and the financing of Improvements as set forth in the Hearing Report.
Section 5. City staff is authorized and directed to coordinate with
Authority staff to facilitate operation of the Authority PACE Program within the City.
City staff will also report back periodically to this City Council on the success of such
program.
Section 6. The City Council hereby authorizes the City Manager to
execute (a) JPA Agreement with the JPA Addendum, (b) the Participation Agreement
with the Authority and the Administrator, and (c) other related documents. The City
Council also authorizes the City Manager to take such actions as are necessary to
implement and administer the Participation Agreement.
Section 7. The City shall not have any liabilities or obligations or incur
any costs or expenses for the Authority PACE Program, including, but not limited to, the
repayment of any financing issued for the Authority PACE Program. With thirty (30)
days prior written notice from the City Manager, the City may terminate the
authorizations granted to the Authority herein, including but not limited, conducting of
additional assessment proceedings under the Act and the levying of Mello -Roos
assessments; provided that no such termination shall prevent the Authority from
continuing to levy Mello -Roos assessments on properties previously committed to pay
Mello -Roos assessments under the Authority PACE Program. The foregoing termination
shall terminate any express or implied rights an Administrator may have, whether these
rights have been assigned by the Authority or granted through the Participation
Agreement or any amendments thereto.
Section 8. The City Council hereby consents to the Authority serving
as lead agency under the California Environmental Quality Act for any environmental
review that may be required in connection with the Program.
Section 9. This Resolution shall take effect immediately upon its
adoption. The City Clerk is hereby authorized and directed to transmit a certified copy of
this resolution to the Secretary of the Authority.
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THE FOREGOING RESOLUTION is approved and adopted by the City
Council of the City of Anaheim this 1 8th day of October
2016, by the following vote:
Mayor Tait and Council Members Kring, Murray, Brandman,
AYES: and Vanderbilt
NOES: None
ABSENT: None
ABSTAIN: None
CI ANA,
e -l"
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
CITY CLERK OF THE CITY OF ANAHEIM
118368
M
EXHIBIT A
AUTHORITY JPA AND ADDENDUM
[ATTACHED BEHIND THIS PAGE]
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 1 hereof and
incorporated herein by reference. All such counties are referred to herein as 'Members" with the
respective powers, privileges and resLTictions provided herein.
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFk") was
created by a Joint Exercise of Powers Agreement. dated July 1, 1993 pursuant to the Joint Exercise
of Powers Act (commencing with Article I of Chapter 5 of Division 7 of Title I of the
Governirient Code of the State of California (the "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 name of the authority was changed to California Home Finance
Authority. The most recent amendment to the Joint. Exercise of Powers Agreement was on
December 10, 2014..
B. WHEREAS, the Members of California Home Finance Authority desire to update,
reaffimn, clarify and re-6se certain provisions of the joint powers agreement, including die renaming
of the joint powers authorit3,, as set forth herein.
C. WHEREAS, the Members are each empowered by law to finance the construction,
acquisition, improvement and r(1abilitation of real property.
D. WHEREAS, by this Agreement, die Members desire to create and establish a joint powers
authority to exercise their respective powers for the purpose of financing (lie construction,
acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority
as authorized by the Act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members
indi-4dually and collectively agree as follows:
1. Definitions
Unless the context. otherwise requires, the following terms sliall for purposes of this
Agreement have the meanings specified below:
"Ace means the Joint Exercise of Powers Act, commencing with Article I of Chapter 5 of
Division 7 of Tide I of the Goverrinient Code of the State of California, including the Marks -Roos
Local Bond Pooling Act of 1985, as amended.
'Agreemene 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 Member' means a county, city or other public agency which is not a voting
member of the Rural County Representatives of California, a California nonprofit corporation
("RCRC"), with legal power and authority similar to that of die Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee" means a committee made up of the Executive Committee.
'Authority" means Golden State Finance Authority (GSFA) formerly known as California
Home Finance Authority ("CHF"), or CRHMFA Homebuyers Fund or California Rural Home
Mortgage Finance Authority.
"Board' means the governing board of the Authority as described in Section 7 below.
'BOW ineans bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other obligation
within the meaning of the term "Bonds' under the Act.
"Ddegale* means the Supervisor designated by the governing board of each Member to
serve on die Board of the Authority.
"Executive Committee" means die Executive Corninittee of the Board established pursuant
to Section 10 hereof.
"Member' means any county which is a member of RCRC, has executed this Agreement
and has become a member of the Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other financial
or legal obligation of the Authority under the Act.
'Ptoffanl' or 'Proiect'° means any work, improvement, program, project or service
undertaken by the Authority,
'Rural County Representatives of California! or "RCRC" means the nonprofit, entity
incorporated wider dial naine in the State of California.
"Supervisor" means an elected Comity Supervisor from an RCRC member county.
2. Purpose
Tlie purpose of the Authority is to provide financing for die acquisition, construction,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for the benefit of residents and cormnunities. In pursuit of this purpose, this Agreement provides
for the joint exercise of powers common to any of its Members and Associate Members as
provided herein, or.otherwise authorized by the Act and other applicable laws, including assisting
in financing as authorized herein, jointly exercised in the manner set forth herein.
3. Principal Place of Business
The principal office of die Authority shall. be 1215 K Street., Suite 1650, Saci-amento,
California 95814.
a. The Authority is hereby created pursuant to the Act. As provided in the Act, the
Authority shall be a public entity separate and distinct from the Members or Associate Members.
b. The Authority will cause a. notice of this Agreement or any amendment hereto'to
be prepared and filed wide the office of die Secretary of State of California in a timely fashion in
the manner set forth in Section 6503.3 of the Act.
C. A count.. that is a member of RCRC may petition to become a member of the
Authority by subinitting to the Board a resolution or evidence, of other formal action taken by its
govenxing bode adopting this Agreement. The Board shall review the petition for meinberslnip
and shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such county shall unimcdiately become a Member of the Authority.
d. An Associate Member may be added to the Authority upon the affirnnative
approval of its respective governing board and pursuant to action by the Authority Board upon
such terms and conditions, and with such rights, privileges and responsibilities, as may be
established from time to time by the Board. Sucln terms and conditions, and rights,, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in one or more programs of the Authority as determined by the Board, but shall not be
voting members of the Board. The Executive Director of the Authority shall enforce the terns
and conditions for prospective Associate Members to the Authority as provided by resolution of
the Board and as amended from time to time by the Board. Changes in the terns and conditions
for Associate Mcinberslup by the Board will not constitute an amendment of this Agreement.
5. Term and Termination of Powers
'Phis Agreement shall become effective from the date hereof until the earlier of the time
when all Bonds aid 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 dial 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 adniinistered by the Authority has been repaid in full and is no longer
outstanding.
a. To effectuate its purpose, the 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 lain, 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 the Authority are limited to those of a general law county.
b. The Authority may adopt, from time to time, such resolutions, guidelines, rules and
regulations for the conduct of its meetings and the activities of die Authority- as it deems necessary
or desirable to accomplish its purpose.
C. The Authority shall have the power to finance the construction, acquisition,
improvement and rehabilitation of real property, including die power to purchase, with the
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
any of its Members or Associate Members and oilier local agencies at public or negotiated sale, for
the purpose set forth herein and in accordance with fixe Act. All or any part of such bonds so
purchased may be held by tine Authority or resold to public or private purchasers • at public or
negotiated sale. The Authority shall set airy other ten -ns and conditions of arty purchase or sale
contemplated herein as it deems necessary or convenient and in further -ice 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 die Board under any
applicable provision of law. The Authority may issue Bonds in accordance with the Actin order
to raise fiuids 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 authorised by the Act.
d. The Authority is hereby authorized to do all acts necessary for die exercise of its
powers, including, but not limited to:
(1) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring, constructing or providing for maintenance and operation of any
building, work or improvement,
(4) acquiring, holding or disposing of real or personal property wherever
located, including property subject to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any other forms of assistance from persons, firms, corporations or
governmental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all things necessary or convenient to die exercise of its
specific powers and to accomplishing its purpose
(9) establishing and/or administering districts to finance and refinance the
acquisition, installation and improvement of energy efficiency, water
conservation and renewable energy improvements to or on real property
and in buildings. The Authority may enter into one or more agreements,
including without limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject to the applicable provisions of any indenture or resolution providing for the
investment of monies held thereunder, the Authority shall have the power to invest any of its funds
as the Board deems advisable, in the same manner and upon the same conditions as local agencies
pursuant to Section 53601 of die Government Code of the State of California,
f, All property, equipment, supplies, funds and records or the Authority shall be
owned by die Authority, except as may be provided otherwise herein or by resolution of the
Board.
9. Pursuant to the provisions of Section 6508.1 of the 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 the 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 cinder the terms of the resolution, indenture, trust, agreement, or odie*r
instrument pursuant to which such Bonds are issued. Neither the Members or Associate
Members nor the Authority shall be obligated to pay the principal of or premium, if any, or
interest on the Bonds, or other costs incidental thereto, except from the revenues and funds
pledged therefor, and neither the faith and credit nor 'the taxing power of the Members or
Associate Members or the Authority shall be pledged to the payinent of the 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 manner to make any appropriation for such payment. No covenant
or agreement contained in any Bond shall be decined to be a cmenant or agreement of any
Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither
the Board nor any officer thereof executing the Bonds or any document related thereto shall be
liable personally on any Bond or be subject to any personal liability or accountability by reason of
the issuance of any Bonds.
7. Governing Board
a. The Board shall consist of 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 the Board. A Mernber's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to the Authority and shall be effective until he or she is replaced
by such governing body or no longer a Supervisor; any vacancy shall be filled by the goveming
body of the Member in the same manner provided in this paragraph b..
C. 'Flie governing body of each Member of die Board shall appoint a Supervisor as an
alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the
rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to
participate in the proceedings of the Board, and to vote upon any and all matters. No alternate
may have more than one vote at any meeting of the Board, and any Member's designation of an
alternate shall be delivered in writing (which may be by electronic mail) to the Authority and sliall
be effective until such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the
governing body of the Member in the same manner provided in this paragraph C..
d. Any person who is not a member of the governing body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of the Chair, participate in open meetings lie or she attends.
C. Each Associate Member may designate a non-voting representative to die Board
who may not be counted toward a quorurn but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
f.. Delegates shall not receive compensation for serving as Delegates, but may claire
and receive refinbursement for expenses actually incurred in connection with such service
pursuant to rules apprbved by the Board and subject to the availability of funds.
9. The Board shall have the power, by resolution, to the extent permitted by die Act
or any other applicable law, to exercise any powers of the Authority and to delegate any of its
functions to the F-Accutive Conunittee 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 the name and on behalf of the Board or the Authority.
h. The Board may establish other committees as it deems necessary for any lawful
purpose; such committees are advisory only and may not act or purport to act on behalf of the
Board or the Authority.
i. The Board shall develop, or cause to be developed, and _review, modify as
necessary, and adopt each Program.
8. Meetings of the Board
a. The Board shall meet at least once 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 die Ralph M. Brown Act, Chapter 9 (conimencing with Section 54950) of Part I of
Division 2 of Title 5 of the Government Code of the State of California.
C. The Secretary of die Authority shall cause minutes of all meetings of the Board to
be taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a mAjority of the number of current
Delegates shall constitute a quorum for transacting business at any meeting of the Board, except
that less than a quorurn may act to adjourn a meeting. Each Delegate shall have one vote.
C. Meetings may be held at afiy location designated in notice properly given for a
meetink and may be conducted by telephonic or similar means in any manner otherwise allowed
by law.
9. Offi=r, Duties; Ofial Bonds
a. The Board shall elect a chair and vice chair from among the Delegates at the
Board's aiinual meetingwho shall serve a term of one (1) year or until their respective successor is
elected. The chair shall conduct the meetings of the Board and perforin such other duties as may
be specified by resolution of the Board. The vice chair shall perform such dudes in the absence or
in the event of the unavailability of the chair.
b. The Board shall contract annually with RCRC to adrninister the Agreement and to
provide admfiiistrative services to the Authority, and the President and Chief Executive Officer of
RCRC shall serve ex olrkio as Executive Director, Secretary, treasurer, and Auditor of the
Authority. As chief executive of the Authority, the Executive Director is authorized to execute
contracts and other obligations of 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 officers as may be required for the orderly conduct of
the Authority's business and affairs who shall serve at the pleasure of the Executive Director.
Subject to die applicable provisions of any indenture or 'resolution providing for a trustee or other
fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's
funds, from whatever source, and, as such, shall have the powers, dudes and responsibilities
specified in Section 6505.5 of the Act. Tlie 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 Authority shall be the Rural County
Representatives of California.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all property of the Authority, and a bond for such officer in the 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 performance of such
officer's duties with respect to another public office if such bond iii at least the same amount
specifically mentions the off -ice 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 die Authority shall be conducted under the supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Aiathorky
a. Composition
The Authority shall appoint no fewer than nine (9) and no more than clever ' 1 (11)
members of its Board to serve on an Executive Conimittee. The Chair and Vice Chair of the
Authority shall serve on die Executive Committee.
b. Powers and limitations
The Executive Conunitice shall act in an advisory capacity and make
recommendations to the Authority Board. Duties will include, but not be limited to, review of the
quarterly and annual budgets, service as the Audit Committee for the Authority, periodically
review this Agreement; and complete any other tasks as may be assigned by the Board. 'The
Executive Committee shall be subject to all hinitations imposed by this Agreement, other
applicable law, and resolutions of the Board.
C. Quorurn
A majority of the Executive Corrunittee shall constitute a quorum for transacting
business of the Executive Corm-nittee.
11. Disposition cif Assets
Upon tennination of ibis Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members in such inamer as shall be determined by the
Board and in accordance %vith the law.
12. Ag=mcnt Not Exdusive; Operation in Jurisdiction of Member
This Agreement shall not be exclusive, and each Member expressly reserves its rights to
cam, 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 aniend or alter the
terns of other agreements among die Members or Associate Members.
13. Conflict of Interest Code
'I'lne Authority shall by resolution adopt a Conflict of Interest. Code as required by law.
14. Conhilutions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made to the Authority by any Member, Associate Member or any other Public agency to
further the purpose of this Agreement. Payment of public funds may be made to defray the cost of
any contribution. Any advance may be made subject to repayment, and in that case shall be repaid
in die manner agreed upon by the advancing Member, Associate Member or oilier public agency
and the Authority at the time of making the advance.
15. Fiscal Year; Accounts; Reports, Annual Budgets AdrnBtistrative Expenses
a. The fiscal year of the Authority shall be the period from January I of each year to
and including the following December 3I, except for any partial fiscal year resultihag from a change
in accounting based on a different fiscal year previously.
b. Prior to the beginning of each fiscal year, tine Board shall adopt a budget for die
succeeding fiscal year.
C. 'I'lhe Authority shall establish and maintain such funds and accounts as may be
required by generally accented accomiting principles. The books and records of the Authority are
public records and sliall be open to inspection at. all reasonable tunes by each Member and its
representatives.
d. The Auditor shall either snake, or contract with- a certified public accountant or
public accountant to make, an annual audit of the accounts and records of the Authority. The
minimum requirements of the audit shall be those prescribed by dye State Controller for special
districts under Section 26909 of the Government Code of the State of California, and shall
confoim. 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
die Authority s office is located) within 12 mondis after die end of the fiscal year.
C. In any year in which the annual budget of the Authority does not exceed five
thousand dollars ($5,000.00), die Board Pray, upon unanunous approval of the Board, replace die
annual audit with an ensuing one -yeah- period, but in no event for a period longer than two fiscal
years.
16. Duties of Members or Associate Members; Breach
If any Member or Associate Member shall default in performing any covenant contained
Herein, such default shall not excuse that Member or Associate Member from fulfilling its other
obligations Hereunder, and such defaulting Member or Associate Member shall reinain liable for
the performance of all covenants hereof. Each Member or Associate Member hereby declares
that this Agreement is entered into for the benefit of the Authority created hereby, and each
Member or Associate Member Hereby grants to the Authority die right to enforce, by whatever
lawful incans the Authority deems appropriate, all of the obligations of each of die parties
Hereunder. Each and all of the remedies given to the Authority Hereunder or by any law now or
hereafter enacted are cumulative, acid the exercise of one right or remedy shall not nrnpair the right
of the Authority to any or all other remedies.
To the full extent permitted by law, the Board may authorize indemnification by tie
Authority of any person who is or was a Board Delegate, altemate, officer, consultant:, employee or
other agent of tie Authority, and who was or is a paa-ty 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 tie 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 mamier such person
reasonably believed to be in the best interests of die Authority and, in the case of a criminal
proceeding, had no reasonable cause to believe lus or her conduct was unlawful and, in the case of
an action by or in the right of the Authority, acted with such care, including reasonable inquiry,, as
an ordinarily prudent person in a like position would use under similar circumstances.
18, Intmtmifies
All of the privileges and iunmunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activity of officers, agents or employees of any of tie Members or Associate Members when
performnfg 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 the Authority or
while engaged in tie performance of any of their functions or duties under the provisions of this
Agreement
19. Amendment
This Agreement may be amended by the adoption of die amendment by the governing
bodies of a majority of the Members. The amendment shall become effective on the fust 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 die
text of the proposed change, shall be given by dae Board to each Member's Delegate for
presentation and action by each Member's board within 60 days, which time may be extended by
the Board.
The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn
Members without requiring formal aznendnnent of the Agreement by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Membcr
If a Member withdraws as member of RCRC, its membersHp in the Authority shall
automatically tenninat,e. A Member or Associate Member may withdraw from this Agreement
upon written notice to the Board; provided However, that no such withdrawal shall result in the
dissolution of the Authority as long as any Bonds or other obligations of the Authority rennain
outstanding, Any such withdrawal shall become effective thirty (30) days after a resolution adopted
by the Member's governing body which authorizes withdrawal is received by the Authority.
Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority
shall not operate to relieve any terminated or withdrawing Member or Associate Member from
Obligations incurred by such terminated or withdrawing Member or Associate Member prior to
the time of its termination or withdrawal.
r
a. Counterparts. This Agreement may be executed iri several counterparts, each of
wlucli shall be an original and all of which shall constitute but one and the same instrument.
b. Construction. The section headings herein are for convenience only and are not to
be construed as modifying or governing the language in the section referred to.
C. Approvals, Wherever in this Agreement any consent or approval is required, the
same shall not be unreasonably widilield.
d. Jurisdiction; Venue, Thus Agreement is made in the State of Califomia, under the
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terns shall be brought in Sacramento County, California.
C. Intimation. This Agreement. is the complete and exclusive statement of the
agreement among the parties hereto, and it supersedes and merges all prior proposals,
understandings, and other agreements, whether oral, written, or innplied ire conduct, between and
among the parties relating to the subject matter of flus Agreement.
f. Successors; Assignment. This Agreement shall be minding upon and shall inure to
the benefit of the successors of the parties hereto. Except to the extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of the Board.
g, Severability. Should any part, terra or provision of this Agreement be decided by
the courts to be illegal or in conflict with any law of the State of California, or otherwise be
rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions
hereof shall not be affected thereby.
The parties hereto have caused this Agreement to be executed and attested by their properly
authorized officers.
AS ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated February 18, 1999
Amended and restaged September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
Amended and restated May 5, 2015
[SIGNA7URES ON OLLOWNG PAGES]
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 ANAHEIM ("JPA Addendum")
The City of Anaheim ("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) Program (the
"Authority PACE Program") available to properties within the jurisdictional boundaries of the
City, as further set forth in Resolutions Nos. 'adopted by the City
Council of the City on ("Resolutions"). The City will not participate in any
other program of the Authority.
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 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), 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. Contemporaneously with the execution of this JPA Addendum, the City and the Authority
have entered into a participation agreement with the administrator of the Authority PACE
Program. The form of the participation agreement ("Participation Agreement") is attached to the
Resolutions. The Resolutions, Participation Agreement, the Agreement and this Addendum set
forth the entire agreement of the City and the Authority with respect the matters covered therein.
In the event of a conflict between the terms of the Resolutions, the Participation Agreement, the
Agreement, and the JPA Addendum, the terms of the Resolutions shall take precedence over the
Participation Agreement, the Agreement, and the JPA Addendum, and the terms of the
Participation Agreement shall take precedence over the Agreement and JPA Addendum. In the
event of a conflict between the terms of the Agreement and JPA Addendum, the terms of the
Addendum shall take precedence over the Agreement.
6. 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 and Participation Agreement.
7. 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, the Resolutions, and Participation Agreement; provided, no future change
to the Agreement shall be effective without compliance with paragraph 2 of this Addendum.
8. 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]
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 ANAHEM
(continued)
CITY OF ANAHEIM
By:...
Paul
y: ---Paul Emery,
City Manager
ATTEST:
By:
Linda Andal,
City Clerk
ACKNOWLEDGED AND AGREED:
By:_
Name:
Golden State Finance Authority
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000\9603861.1
Dated:
EXHIBIT B
PARTICIPATION AGREEMENT
[ATTACHED BEHIND THIS PAGE]
PARTICIPATION AGREEMENT
This PARTICIPATION AGREEMENT ("Agreement"), made and entered into as of
, 2015, by and among the GOLDEN STATE FINANCE AUTHORITY, a joint
powers agency organized and existing under the laws of the State of California and formerly
known as CALIFORNIA HOME FINANCE AUTHORITY (the "AUTHORITY"), YGRENE
ENERGY FUND CALIFORNIA, LLC, a California limited liability company,
("ADMINISTRATOR") and the City of Anaheim, a municipal corporation organized and
existing under the laws of the State of California (the "PARTICIPATING MEMBER");
WITNESSETH:
(a) The AUTHORITY is a joint powers agency organized and existing pursuant to
the Joint Powers Act, comprising Articles 1, 2, 3 and 4 of Chapter 5 of Division 7
of Title 1 (commencing with Section 6500) of the Government Code of the State
of California and the Joint Power Agreement entered into on July 1, 1993, as
amended to date (the "Authority JPA"), a copy of the Authority JPA and the
Associate Membership Terms and Conditions for the City of Anaheim ("JPA
Addendum") is attached to Resolution Nos. [INSERT] ("Resolutions"); and
(b) The AUTHORITY has established a property -assessed clean energy ("PACE")
Program (the "Program") to provide for the financing of renewable energy
generation, energy and water efficiency improvements and electric vehicle
charging infrastructure (the "Improvements") pursuant to 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 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
(c) The PARTICIPATING MEMBER has authorized the AUTHORITY to include
the jurisdiction of the PARTICIPATING MEMBER in the Program for the
financing of Improvements on certain properties owned by property owners who
voluntarily agree to participate in the Program ("Program Participant"); and
(d) The AUTHORITY intends to obtain private financing or use other forms of
indebtedness (the "Financing") to finance Improvements within the District; and
(e) The PARTICIPATING MEMBER desires to authorize the AUTHORITY to (i)
record the tax lien or assessment, as applicable, against the participating property
owner's parcels, (ii) administer the Program in accordance with the Act and
Chapter 29, and (iii) prepare program guidelines for the operations of the
Program; and
(f) The PARTICIPATING MEMBER will permit the ADMINISTRATOR to
perform certain management, administrative, operational and implementation
functions for the AUTHORITY with respect to the Program.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES
HERETO AGREE AS FOLLOWS:
Section 1. Recitals. The Recitals contained herein are true and correct and are hereby
incorporated herein by reference.
Section 2. Appointment of the AUTHORITY. PARTICIPATING MEMBER is not and
will not be deemed to be an agent of the AUTHORITY or the ADMINISTRATOR as a result of
this Agreement. PARTICIPATING MEMBER consents to the AUTHORITY's assumption of
rights, responsibilities, obligations and liabilities related to the Agreement within its jurisdiction
upon satisfaction of the conditions imposed pursuant to this Agreement and the Resolutions
authorizing this Agreement, to take each and every step required for or suitable for financing the
Improvements, including the levying, collecting and enforcement of taxes or assessments under
the Act or Chapter 29. PARTICIPATING MEMBER consents to the ADMINISTRATOR acting
as the third party administrator for the Program in the jurisdiction of the PARTICIPATING
MEMBER.
Section 3. Indemnification. The AUTHORITY and the ADMINISTRATOR jointly and
severally agree to defend, indemnify, and hold harmless the PARTICIPATING MEMBER, its
officers, agents, employees and attorneys from and against any and all liabilities, claims, or
demands arising or alleged to arise as a result of the AUTHORITY's or the
ADMINISTRATOR's performance or failure to perform under this Agreement or the Program,
except that arising from the gross negligence or willful misconduct of PARTICIPATING
MEMBER. This Section shall survive termination of this Agreement.
Section 4. PARTICIPATING MEMBER has no liability. Except as expressly set forth in
this the Agreement or the Resolutions, PARTICIPATING MEMBER shall not have any
liabilities or obligations or incur any costs or expenses for the Program, including, but not
limited to, the repayment of any financing obtained or bonds issued for the Program.
PARTICIPATING MEMBER will not have any responsibilities or obligations with respect to the
Program, including, but not limited to, the conduct of any assessment proceedings, the levy of
taxes or assessments under the Act or Chapter 29, any required remedial action in the case of
delinquencies, the issuance, sale or administration of the financing, bonds or other indebtedness
issued in connection with the Program.
Section 5. Information to be Provided. Within thirty (30) days of each request from
PARTICIPATING MEMBER, the AUTHORITY and ADMINISTRATOR agree to provide
PARTICIPATING MEMBER with a list of property owners within the City of Anaheim
participating in the Program as well as their address, detailed description of Improvement(s)
installed, and date(s) of the completion of the Improvement(s).
2
Section 6. Confidentiality.
(a) "Confidential Information" means, with respect to a Party hereto, all information
or material which either (1) is marked or identified as "Confidential," "Restricted," or
"Proprietary Information" or other similar marking or identification, or (2) the other Party knew,
as recipient, or under the circumstances, should have known, was considered confidential or
proprietary by the Disclosing Party (as defined below). Confidential Information shall consist
of all information, whether in written, oral, electronic, or other form, furnished in connection
with this Agreement by one Party or its Representatives ("Representative" is defined as any
elected and appointed officials, affiliate, director, officer, employee, agent, advisor or consultant
of a Party or any of its subsidiaries or affiliates) to one or more of the other Parties or to their
Representatives, and specifically includes but is not limited to (1) PARTICIPATING
MEMBER's individually identifiable customer information, (2) PARTICIPATING MEMBER's
customer data and financial data, (3) the AUTHORITY's property owner information disclosing
to PATICIPATING MEMBER pursuant to this Section, and (4) the ADMINISTRATOR's
customer data and financial data..
(b) The AUTHORITY, the ADMINISTRATOR and PARTICIPATING MEMBER
shall each hold each other's Confidential Information in confidence. No Party shall make the
others' Confidential Information available in any form to any third party or use any other's
Confidential Information for any purpose other than as specified in this Agreement. The Party
providing Confidential Information ("Disclosing Party") to any other Party ("Receiving Party")
shall remain the sole owner of such information. Except as provided elsewhere within this
Agreement, nothing contained in this Agreement shall be construed as granting or conferring any
right or license in any Confidential Information or in any patents, copyrights, software or other
technology, either expressly or by implication to any other Party, or to its Representatives or to
others. The term Confidential Information shall not include any of the following: (1) information
already in possession of, or already known to, the Receiving Party as of the Effective Date
without an obligation of confidentiality; (2) information in the public domain at the time of the
disclosure, or which, after such disclosure, enters into the public domain through no breach of
this Agreement by the Receiving Party or its Representative(s); (3) information lawfully
furnished or disclosed to the Receiving Party by a non-party to this Agreement without any
obligation of confidentiality and through no breach of this Agreement by the Receiving Party or
its Representative(s); (4) information independently developed by the Receiving Party without
use of any Confidential Information of the Disclosing Party; or (5) information authorized in
writing by the Disclosing Party to be released from the confidentiality obligations herein.
(c) By virtue of this Agreement, each Party hereto may disclose to any other Party
information that is Confidential Information. This Agreement does not diminish, revoke or
supersede any existing confidentiality, non -disclosure or similar agreement between or among
any Parties that does not pertain to the subject matter of this Agreement. However, any
Confidential Information, whether or not previously disclosed, that pertains to the subject matter
of this Agreement shall be governed by the terms of this Section which shall supersede any such
previous agreement with respect to such Confidential Information and any Confidential
Information relating to the subject matter of this Agreement that was exchanged under such
3
previous agreement shall be treated as though it was exchanged under this Agreement as of the
date of such exchange.
(d) Each Receiving Party will treat all Confidential Information of the Disclosing
Party, no matter written, electronic, or oral, as confidential and proprietary, and such Receiving
Party shall only use such information in furtherance of this Agreement. As such, such Receiving
Party shall hold in confidence the Confidential Information of the Disclosing Party, and ensure
that such Confidential Information is not disclosed to any other person or entity, except as
expressly permitted by this Agreement or as authorized by the Disclosing Party. No Receiving
Party shall disclose Confidential Information of a Disclosing Party received under this
Agreement to any person other than its Representatives who require knowledge of such
Confidential Information in furtherance of this Agreement. Each Receiving Party shall inform its
Representatives of the confidential nature of the Confidential Information of any Disclosing
Party and advise such Representatives of the limitations on the use and disclosure and
prohibition on making copies or summaries of such Confidential Information. Each Receiving
Party shall be responsible for any breach of this Agreement by its Representatives. No Party shall
use the Confidential Information of any other Party for any commercial purpose.
(e) If a Receiving Party becomes legally compelled (by the California Public Records
Act or other applicable laws, or oral questions, interrogatories, request for information or
documents, subpoena, civil investigative demand, or similar process) to disclose any
Confidential Information of a Disclosing Party, the Receiving Party will provide the Disclosing
Party with written notice of such an occurrence (if so permitted) as soon as possible. Thereafter,
at its sole costs and expense, the Disclosing Party may seek a protective order or other
appropriate remedy, or waive compliance with the provisions of this Agreement. So long as it is
consistent with applicable law, the Receiving Party will not oppose action by, and the Receiving
Party will cooperate with, the Disclosing Party, at the Disclosing Party's sole cost and expense,
to obtain an appropriate protective order or other reliable assurance that confidential treatment
will be accorded the Confidential Information. If the Disclosing Party fails to obtain such
protective order or other remedy, or if the Disclosing Party waives compliance with the
requirements of the preceding sentence, the Receiving Party will disclose only that Confidential
Information that it is legally required to disclose, and will exercise commercially reasonable
efforts, at Disclosing Party's expense, to obtain reliable assurance that confidential treatment will
be accorded the Confidential Information so disclosed.
(f) In the event a Receiving Party discloses, disseminates or releases any
Confidential Information, except as expressly permitted by this Agreement, such disclosure,
dissemination or release will be deemed a material breach of this Agreement and the Disclosing
Party may demand prompt return of all Confidential Information previously provided to the
Receiving Party. As soon as the Receiving Party becomes aware that it has made an
unauthorized disclosure of Confidential Information, the Receiving Party shall take any and all
necessary actions to recover the improperly disclosed Confidential Information and immediately
notify the Disclosing Party regarding the nature of the unauthorized disclosure and the corrective
measures being taken. Each Party agrees that any breach of their confidentiality obligations
could cause irreparable harm to the Disclosing Party, the amount of which would be extremely
difficult to estimate. Accordingly, it is understood and agreed that monetary damages would not
4
be a sufficient remedy for any material breach of this Agreement and that specific performance
and injunctive relief in addition to monetary damages shall be appropriate remedies for any
breach or any threat of such breach. The provisions of this Paragraph are in addition to any other
legal rights or remedies a Disclosing Party may have.
(g) Notwithstanding any other provision of this Agreement, the provisions of
this Section shall not apply to the disclosure of information that must be shared in order to
record, levy or collect taxes or assessments under the Program or to obtain Financing.
(h) Notwithstanding the termination of this Agreement, this Confidentiality
Section shall survive the expiration or earlier termination of this Agreement.
Section 7. Integratio . This Agreement is subject to the terms of the Resolutions. The
Resolutions and this Agreement contain the entire agreement of PARTICIPATING MEMBER,
the ADMINISTRATOR, and the AUTHORITY with respect to the matters covered herein, and
no agreement, statement or promise made by PARTICIPATING MEMBER, the
ADMINISTRATOR, and the AUTHORITY which is not contained herein, shall be valid or
binding. No prior agreement, understanding or representation pertaining to any such matter shall
be effective for any purpose. Notwithstanding the foregoing, as between the PARTICIPATING
MEMBER and the AUTHORITY, the JPA Agreement and JPA Addendum contains additional
provisions with respect to the matters covered by this Agreement. In the event of a conflict
between the terms of the Resolutions, this Agreement, the JPA Agreement, and the JPA
Addendum, the terms of the Resolutions shall take precedence over the Agreement, the JPA
Agreement, and the JPA Addendum, and the terms of this Agreement shall take precedence over
the JPA Agreement and JPA Addendum. In the event of a conflict between the terms of the JPA
Agreement and JPA Addendum, the terms of the JPA Addendum shall take precedence over the
JPA Agreement.
Section 8. Termination. This Agreement may be terminated by either the AUTHORITY
or PARTICIPATING MEMBER with thirty (30) days written notice. In the event of such
termination, the AUTHORITY and the ADMINISTRATOR shall no longer have the rights and
authorizations granted in this Agreement and Resolutions, including but not limited to,
conducting of additional tax or assessment proceedings under the Act or Chapter 29, and levying
new taxes or assessments -under the Act or Chapter 29.
Section 9. No Endorsement. The AUTHORITY and ADMINISTRATOR shall not
represent to any person or entity that PARTICIPATING MEMBER endorses or is a Program
affiliate of the AUTHORITY or ADMINISTRATOR. In connection therewith and without
limiting the foregoing prohibition, the AUTHORITY and ADMINISTRATOR shall not use any
logo or other representation of the PARTICIPATING MEMBER.
Section 10. Effective Date. This Agreement shall be effective on the date on which this
Agreement is executed by the PARTICIPATING MEMBER ("Effective Date").
9
IN WITNESS WHEREOF, the parties hereto have executed this Participation Agreement
by their officers duly authorized as of the day and year first written above.
GOLDEN STATE FINANCE AUTHORITY
[INSERT]
YGRENE ENERGY FUND CALIFORNIA, LLC
CITY OF ANAHEIM, a municipal corporation
1-2
Paul Emery, City Manager
ATTEST
an
APPROVED AS TO FORM:
ANAHEIM CITY ATTORNEY
Daniel A. Ballin, Deputy City Attorney
Linda N. Andal, City Clerk
0
ATTACHMENT
Via Electronic Mail to Graham Bowen <GBowen@onaheim.net> (
September 8, 2016
Mr. Graham Bowen
Assistant General Manager, Power Supply
Anaheim Public Utilities
201 So. Anaheim Blvd.
Anaheim, CA 92805
Dear Graham,
Ygrene Energy Fund appreciates the City of Anaheim considering our program, and we look forward to
offering our PACE financing option to property owners in your community.
Thank you for including information about our consumer protections and contractor training in the
agenda report. Ygrene and Golden State Finance Authority (GSFA) strive to do what is right for property
owners and are committed to ensuring the highest level of consumer protections and lending practices
in the PACE industry. Most recently, Ygrene was pleased to work with Assembly Member Dababneh and
other leaders in the PACE industry to pass AB 2693, which standardizes disclosures, protects consumers,
and provides a framework that allows PACE financing to continue to grow across California.
Ygrene and GSFA have established policies and procedures to ensure that property owners are fully
informed and educated as to the nature of the financial transaction they are entering into including
detailed disclosures and special notices. Ygrene actively manages the internal processes and protocols
necessary to maintain the integrity of our Program and to provide property owners with the highest
level of program oversight and protection. See the summary of policies and procedures in our
Consumer Protection Guide, which is available on the YgreneWorks.com web site at
https://ygreneworks.com/communities/.
We have incorporated a multi-level review system to support the financing of eligible projects through
the use of licensed contractors. This process begins with an extensive evaluation of every participating
contractor's company and personnel, extends to transaction level due diligence, and is followed by post -
closing quality control. Our goal is to mitigate any risk as early as possible and to diligently address any
potential finding that may create or increase risk for consumers, our government partners or our
company. One of the key program safeguards is requiring property owner approval before contractors
are paid. When a project is complete and the contractor submits a payment request, the property
owner must acknowledge completion, satisfaction, and authorize Ygrene to pay the contractor.
If you have questions about our Consumer Protections or AB 2693, please contact Chris Rogers, our
Policy and Legislative Affairs Manager, at 707/547-7685 or by email to chris.rogers@ygrene.us.
With kindest regards,
Crystal Crawford
Senior Director, District Development and Government Affairs
cc: Chris Rogers
815 51H STREET SANTA ROSA, CA 95404 877.819.4736 WWW.YGRENEWORKS.COM
Contractor, for itself and on behalf of its employees, entities, owners, partners, principals, independent
contractors, subcontractors, third party agents or other affiliated person(s) (individually and in the
aggregate the "Certified Contractor") shall perform any sales, installation, advising, construction,
creative services, digital marketing, lead generation, inspection or any other services for property owners
(the "Property Owner(s)") relating to projects with approved financing under Ygrene PACE programs
(the "PACE Program') in accordance with the following Ygrene Certified Contractor Code of Conduct:
1. BUSINESS CONDUCT. Certified Contractor shall conduct business with Property Owners on a legal,
respectful, and ethical basis.
2. IDENTIFICATION. Certified Contractor shall present identification upon initial contact with a Property
Owner and on any other occasion upon which the Certified Contractor enters Property Owner's property.
3. NO TAX ADVICE. Certified Contractor shall not provide tax advice to Property Owners relating to any
aspect of PACE Program financing. If Property Owner inquires about the tax aspects of PACE Program
financing the Certified Contractor shall direct Property Owners to consult their tax advisor.
4. FINANCE PROGRAM DOCUMENTS. Certified Contractors shall provide Property Owners with a
complete set of PACE Program Documents as specified by Ygrene. Certified Contractor shall instruct
Property Owners to contact Ygrene directly with any PACE Program financing questions.
5. COMPLETION CERTIFICATE. Certifies! Contractors shall furnish a signed Certificate of Completion,
for counter signature by the Property Owner, only after the project is completed, the Property Owner is
satisfied and the PACE Program has all documentation it requires to release funds.
6. ELIGIBLE IMPROVEMENTS. Ce i'ified Contractors shall complete projects that adhere to eligible
improvements, in conformance with the PACE Program requirements, at reasonable, market-based prices.
7. NO UNDUE INFLUENCE. Certified Contractors shall net engage in any unfair. deceptive, or abusive acts
or practices. or exercise any undue influence that could lead to adverse purchasing, pricing or financing
decisions, whether or not Property Owners are in protected classes.
8. CONTRACTOR LICENSING. Certified Contractors in California shall hold active and appropriate
licenses and bonding, and maintain good standing with the Contractor State Licensing Board (CSLB). As
required by CSLB, Certified Contractors shall also maintain appropriate Worker's Compensation insurance
and a minimum of $1 Million in commercial general liability insurance. Certified Contractors in Florida
shall hold active and appropriate licenses \vith the Department of Business and Professional Regulation
(DBPR) and workers' compensation insurance coverage.
9. PAYMENT OF SUBCONTRACTORS. Certified Contractors shall timely pay all subcontractors and
vendors any undisputed amounts due, and shall take all steps necessary to prevent mechanics liens
from being recorded against Property Owners hecause of Certified Contractor's failure to pay any
subcontractor or vendor.
10. WRITTEN CONTRACT. Certified Contractors shall enter into and abide by a written contract with the
Property Owner accurately and completely stating all proposed products, services, and prices.
11. BUILDING PERMITS. Certified Contract- rs shall obtain: all required building permits, on behalf of the
Property Owner and obtain applicable final approval from any authority vJth jurisdiction over any project
on Nhich Certified Contractor vvorks.
12. EMPLOYMENT PRACTICES. Certified Contractor shall use legally compliant hirinq practices, includinq
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Contractor Certification
Consistent with Program guidelines, Ygrene trains, tests and
certifies contractors before acceptance into the Program. We
regularly conduct reviews of procedures and guidelines, in
order to maintain the strongest possible network of Ygrene
Certified building and trade professionals in your community.
Screening
Before accepting a contractor into the Program, Ygrene
conducts a thorough revievy of current and historical
information about the contractor's company. We review
the contractor's status with the Contractors State License
Board (CSLB) and verify licensure, bonding and workers'
compensation insurance coverage as well as any record of
consumer complaints. Open complaints may prevent the
contractor from being certified into, or cause disqualification
from, the Program.
Training
Contractors must complete Ygrene Certified Contractor
training to become eligible to participate in the Program.
The training is intended to ensure contractors and their
affiliates accurately support and represent the Program
to property owners. T he curriculum covers our contractor
code of conduct and customer protection measures.
To protect customers rom the potential for unfair, deceptive
abusive or misleading marketing practices, we provide
contractors with guidelines for clear and truthful advertising.
We do not share sensitive customer data with Ygrene
Certified Contractors for use in telemarketing or other
direct sales. Ygrene never pays contractors for referrals to
the Program; they receive payment from us only for the
implementation of approved projects once property owner
acceptance is received.
Reviews
Ygrene Certified Contractors agree to regular review of
their operations and business practices. Ygrene conducts
annual reviews to confirm that each contractor is in good
standing with the licensing board. and that workers'
compensation policies remain in force. Contractors may
be dismissed from the Program at any time for failure to
comply with Program riles.
Permits
Contractors are responsible for obtaining all required permits
for all projects and must submit verification upon request.
Program Quality Assurance
For quality assurance. we conduct monthly reviews of a
randomized sampling of funded projects. During these
reviews. \,ve revalidate the accuracy and integrity of system.
contract, contractor, under *riting, financing, processes
and data. The quality assurance process vias designed to
identify and address potential risks to our customers and our
business.
Privacy & Data Security
Privacy
Ygrene has established protections and controls to
prevent unauthorized copying, disclosure or other misuse
of sensitive customer r-forn-ation. Ave inform and enforce
compliance ,,-✓ith the Programs data priv✓acy and security
policies on the part of every employee. contractor or service
pi ovidei ,vith access to hcrneo,,vners personal identifiable
nfcrmation.
Data Security
\Ne have cleveloped robust cyber-seccunty standards as v,:,ell
as secure and tested processes that protect homeowners
personal identifiable inforrnation. especially during the
application process.
Conclusion
The Ygrene PACE program partners with city and county
governments to expand the opportunities for property
owners to finance improvements that save energy, water or
generate renewable energy.
Our Consumer Protection Policy assures that we provide
safe, easy and flexible means for people to affordably
make improvements to homes and businesses. reduce CO
emissions and protect our planet for future generations.
For More Information
Contact us at protect@ygrenems or tail 707.236.6655.
CLERK'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original Resolution No. 2016-200 adopted at a regular meeting provided by law, of the Anaheim
City Council held on the 18'h day of October, 2016, by the following vote of the members thereof:
AYES: Mayor Tait and Council Members Kring, Murray, Brandman, and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of October, 2016.
Q'CL6'��D
CITY CLERK OF THE CITY bF ANAHEIM
(SEAL)