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RES-2016-199RESOLUTION NO. 2016-19 9 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 CONTRACTUAL ASSESSMENT PROCEEDINGS AND TO LEVY CONTRACTUAL ASSESSMENTS WITHIN THE CITY OF ANAHEIM IN ACCORDANCE WITH THE CALIFORNIA STREETS AND HIGHWAYS 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 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 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 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 Authority is authorized to establish the Authority PACE Program, which will be a voluntary contractual assessment 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 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 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 special assessment proceedings by the Authority pursuant to Chapter 29 and the issuance of Bonds under the 1915 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 conduct of special assessment proceedings by the Authority pursuant to Chapter 29 on any property within its jurisdiction and the issuance of bonds under the 1915 Act; provided, that (a) The participating property owners, who shall be the legal owners of such property, execute a contract pursuant to Chapter 29 and comply with other applicable provisions of California law in order to accomplish the valid levy of assessments; and 2 (b) The City will not be responsible for the conduct of any assessment proceedings; the levy or collection of assessments or any required remedial action in the case of delinquencies in such 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 Chapter 29, the Authority has prepared and will update from time to time the "Program Report" for the Authority PACE Program (the "Program Report"), and the Authority will undertake assessment proceedings and the financing of Improvements as set forth in the Program 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 bonds 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 additional contractual assessment proceedings and levying contractual assessments; provided that no such termination shall prevent the Authority from continuing to levy contractual assessments on properties previously committed to pay contractual 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. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this - 18th day of October 2016, by the following vote: AYES: Mayor Tait and Council Members Tiring, Murray, Brandman, NOES: and Vanderbilt None ABSENT: None ABSTAIN: None CITY ANAH,'/MZ MAYOR OF THE CITY OF ANAHEIM CITY CLERK OF THE -GT—TY OF ANAHEIM 117344 EXHIBIT A AUTHORITY JPA AND ADDENDUM [ATTACHED BEHIND THIS PAGE] GOLDEN STATE FINANCE AETHORI1'Y AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGSEEENT (Original date July 1, 1993 and as last amended and restated May 5, 2015) THIS AMENDED AND RESTATED JOINT EXERCISE OF PONkTRS AGREEMENT ("Agreement") is entered into by and among the counties listed on Attacliment 1 hereof and incorporated herein by reference. All such counties are referred to herein as "Members" with tine respective powers, privileges and restrictions provided herein. RECITALS A. WHEREAS, the California Rural Horne Mortgage Finance Authority ("CRHMFA") was created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise of Powers Act (commencing with Article I of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. On December 10, 2014, the nanne of the authority was changed to California Horne Finance Authority. The most recent amendment to the Joint. Exercise of Powers Agreement was on December 10, 2014.. B. WHEREAS, the Members of California Horne Finance Authority desire to update, reaf mn, clarify and revise certain provisions of the joint powers agreement, including the renaming of the joint powers authority, as set for tli herein. C. 'WHEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement and rehabilitation of real property. D. 'WHEREAS, by this Agreement, the Members desire to create and establish a joint powers authority to exercise their respective powers for the purpose of financing the construction, acquisition, improvement and rehabilitation of real property within die jurisdiction of die Authority as authorized by the Act NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless the context. otherwise requires, the following terms sliall for purposes of this Agreement have the meanings specified below. `Act" means the Joint Exercise of Powers Act, commencing with Article I of Chapter 5 of Division 7 of Tide 1 of the Goverrnnient Code of the State of California, including the Marks -Roos Local Bond Pooling Act of 1985, as amended. "Ag+eemenne means this joint Exercise of Powers Agreement, as the same now exists or as it may from bine to tune be amended as provided herein. `Associate Member" means a county, city or other public agency which is not a voting inember of the Rural County Representatives of California, a California nonprofit corporation ("RCRC"), with legal power and authority similar to that of the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. "Audit Committee' means a cohninittee made up of the Executive Committee. `Authority` means Golden State Finance Authority (GSFA) fonnerly known as California Home Finance Authority ("CHF% or CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board' means the governing board of the Authority as described in Section 7 below. "Bonds" means Fonds, notes, warrants, ]eases, 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 tern "Bonds" under the Act, 'Dekgatr,'" means the Supervisor designated by the governing board of each Member to serve on the Board of the Authority. Executive Committee' means the Executive Committee of the Board established pursuant to Section ] 0 hereof: ' Membeae` ineans any county ivWclh is a member of RCRC, has executed this Agreement and has become a nnember of the Authority. "Obligations1° 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. "Program? or "Frjece means any work, improvement, program, project. or service undertaken by the Authority. 'Rural County Representatives of California" or "RCRC" means the nonprofit entity incorporated under that name in the State of California.. "Supervisor" means an elected Courity Supdrvisor from an RCRC member county. 2. Purpose Tlie purpose of the Authority is to provide financing for the acquisition, construction, improvement and rehabilitation of real property in accordance with applicable provisions of law for the benefit of residents and conununities. In pursuit of this purpose, this Agreennnent provides for the joint exercise of powers common to any of its Members and Associate Members as provided herein, or.otherwise authorized by tie Act and other applicable laws, including assisting in financing as authorized herein, jointly exercised in die manner set forth herein. 3. Principal Place of Business The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento, California. 95814. +►: ; ; ! ! i •! ! ; 4 ! t N;t ; :� i , , • k ( :int 771 a. The Authority is hereby created pursuant to the AcL. 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 with the office of the Secretary of State of California in a timely fashion in One nnnan ner set forth in Section 6503.3 of the Act. C. A county that is a member of RCRC may petition to become a member of tine Authority by subinitting to die Board a resolution or evidence of other formal action taken by its governing body adopting this Agreement. The Board shall review the petition for inemberslxip and 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 Member of the Authority. d. An Associate Member nnay be added to die Authority upon the affinnnative approval of its respective governing board and pursuant to action by the Authority Board upon such terms and conditions, and with such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terns and conditions, and rights, privileges and responsibilities may vary among the Associate Members, Associate Members shall be entitled to participate in one or more progranns of tine Authority as determined by the Board, but shall not be voting members of the Board. The Executive Director of the Authority shall enforce the terms and conditions for prospective Associate Members to the Authority as provided by resolution of the Board and as annended frorn time to time by the Board. Changes in the terns and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement. 5. Term and Termination of Powers 'I'bis ,'agreement sliall become effective from the date hereof until the earlier of the time when all Bonds and any interest thereon shall have been paid in full, or provision for such pa3ment shall have been made, or when the Authority shall no longer oNvn or hold any interest in a public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in no event shall (lie exercise of the powers herein granted be terminated until all Bonds so issued and delivered and die interest diereon shall have been paid or provision for such payment shall have been inade and any other debt incurred with respect to any other financing program established or administered by the Authority has been repaid in full and is no longer outstanding. 6. Powers; Restriction upon Exercise a. To effectuate its purpose, die Authority shall have & power to exercise any and all powers of die Mernbers or of a joint powers authority under the Act and other applicable provisions of law, subject; however, to the conditions and restrictions herein contained. Each Mernber 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 the Authority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have die power to finance the construction, acquisition, iniprovemerit 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 other local agencies at public or negotiated sale, for the purpose set fortis herein and in accordance with the Act. All or any part of such bonds so purchased may be field by die Authority or resold to public or private purchasers -at public or negotiated We. 'I'lie Authority shall set any other terns and conditions of ani• purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of the Act. The Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its property or revenues as security to the extent permitted by resolution of the Board wider any applicable provision of law. I'lie Authority may issue Bonds in accordance with the Act in order to raise funds necessary to effectuate its purpose hereunder and may enter into, agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, the Authority's internal resources, capital mukets and other forms of private capital investment authorized by the ACL d. The Authority is hereby authorized to do all acts necessary for the exercise of its powers, including, but not limited to: (1) executing contracts, (2) employing agents, consultants and employees, (3) acquiring, constructing or providing for maintenance and operation of any building, work or improvement, (4) acquiring, holding or disposing of real or personal property wherever located, including property subject to mortgage, (5) incurring debts, liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other fornis of assistance from persons, firins, 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 Autliority may enter into one or more agreements, including without Ifinitation, participation agreements and implementation agreements to implement such programs. C. Subject to the applicable provisions of any indenture or resolution providhig 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 mmu-ier and upon the same conditions as local agencies pursuant to Section 53601 of the Government Code of the State of California, f. All property, equipment, supplies, funds and records or the Authority shall be owned by the 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 die Members or Associate Members. Any Bonds, together with any interest and premium thereon, shall not constitute debts, liabilities or obligations of any Member. 'nie Members or Associate Members hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of die Authority but shall be payable solely from the moneys pledged to the repayinent of principal or interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither the Members or Associate Members nor 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 payment 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 mariner to make any appropriation for such payment. No covenant or agreement contained in any Bond shall be deerned to be a. covenant or agreement of any Delegate, or any officer, agent or employee of the Authority in an individual capacity, arid 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. 'I'lie governing body of each Member shall appoint one of its Supervisors to serve as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until lie or she is replaced by such governing body or no longer a Supervisor, any vacancy shall be filled by die govcniing body of the Member in the same manner provided in this paragrapli b.. C. 'I lie governing body of each Member of die Board shall appoint a Supervisor as an alternate to serve on the Board in the absence of die Delegate; the alternate may exercise all the rights and privileges of the Delegate, including the tight. to be counted in constituting a quorum, to participate in the proceedings of die Board, and to vote upon any and all matters. No alternate may have more than one vote at any meeting of die Board, and any Member's designation of an alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the governing body of the Member in the saine mariner 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 inay, at the discretion of the Chair, participate in open meetings lie or she attends. e. Each Associate Member may designate a non-voting representative to die Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items and otberiArise participate in Board Meetings. f.. Delegates shall not receive compensation for serviiig as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection with such. service pursuant to rules approved by the Board and subject to the availability of Junds, 9. '17lie Board shall have the power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise any powers of die Authority and to delegate any of its functions to the Executive Coinmittee 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. 'nic 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. MENEM, =111.7 a. The Board shall meet at least once annually, but may meet snore frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called, noticed, held and conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Governunent Code of the State of California. C. The Secretary of the Authority shall cause minutes of all meetings of die Board to be taken and distributed to each Member as soon as possible after each meeting, d. The lesser of twelve (12) Delegates or a majority of the number of current Delegates shall constitute a quorum for transacting business at any meeting of the Board, except that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote. C. Meetings may be held at any location designated in notice properly given for a meeting and may be conducted by telephonic or similar means in any manner otherwise allowed by law. a. The Board shall elect a chair and vice chair from among the Delegates at the Board's annual inceting.who 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. Tlie vice chair shall perforin such duties in the absence or in the event of the unavailability of the chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to the Authority, and the President and Chief Executive Officer of RCRC shall serve ex oiricio 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 perforin other duties specified by the Board. The Executive Director may appoint such other officers as may be required for the orderly conduct of die Authority's business and affairs who shall serve at the pleasure of die Executive Director. Subject to die applicable provisions of any indenture or 'resolution providing for a trustee or other fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of die Authority's funds, from whatever source, and, as such, shall have die powers, duties and responsibilities specified in Section 6505.5 of die Act. The 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 the Authority and filed with the Executive Director. Such bond may secure the faithful performance of such officer's dudes with respect to another public office if such bond in at least the same amount specifically mentions the office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. C. The business of die Authority shall be conducted under the supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Commsition The Authority sliall appoint no fewer than nine (9) and no more than eleven (11) members of its Board to serve on an Executive Conimiace. The Chair and Vice Chair of the Authority shall serve on the 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 die 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 limitations imposed by this Agreement, other applicable law, and resolutions of die Board. C. Quorurn A majority of the Executive Committee shall constitute a quorum for transacting business of the Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of the Authority shall be distributed to the respective Members in such manner as shall be deterti-iined by the Board and in accordance with the law. 12. Agreement Not Exclusive; Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to carry out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. This Agreement shall not be decine-4 to amend or alter die terins of other agreements among the Members or Associate Members. 13. Conflict of Inst Code The Authority shall by resolution adopt a Conflict of interest Code as required by law. 14. Contributions and Advances Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by any Member, Associate Member or any other public agency to further the purpose of this AgreeinenL 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 sliall be repaid in die manner agreed upon by the advancing Member, Associate Member or other public agency and the Authority at the time of making the advance. 15. Fiscal Year; Accounts; Reports, Annual Budget; Adrni nistraiive Expenses a. The fiscal year of the Authority sliall be the period from January 1 of each year to and including the following December 31, except for any partial fiscal year resulting from a change in accounting based on a different fiscal year previously. b. Prior to tic beginning of each fiscal year, the Board shall adopt a budget for the succeeding fiscal year. C. The Authority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles. The books and records of the Authority are public records and shall be open to inspection at all reasonable tunes by each Member and its representatives. d. Tice Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of the accounts and records of the Authority. The minimum requirements of the audit sliall be those prescribed by die State Controller for special districts under Section 26909 of the Government Code of the State of California, and shall conform. to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member (and also with the auditor of Sacramento County as the county in which die Authority's office is located) within 12 months after die end of the fiscal year. C. In any year in which the mutual budget of die Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unaniinous approval of the Board, replace the annual audit evith an ensuing one-year period, but in no event for a period longer than two fiscal years. 16. Duties of Members or Associate Members; Breach If any Member or Associate Member shall default in performing any covenant contained herein, such default shall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for 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 the right to enforce, by whatever lawful ineans the Authority deems, appropriate, all of the obligations of each of the parties hereunder. Each and all of time remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. To the full extent permitted by law, the Board may authorize indenmification by the Authority of arxy person who is or was a Board Delegate, alternate, officer, consultant, employee or other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of time fact that such person is or was such a Delegate, alternate, officer, consultant, employee or other agent of the Authority. Such indemnification may be made against expenses, judgments, fines, seWemnents and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in time best interests of the Authority and, in tie case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18. Immunities All of tie privileges and ianmmunities 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 the Members or Associate Members when performing their respective functions, shall apply to them to the same degree and extent while engaged,as Delegates or otherwise as an officer, agent or other representative of the Authority or while engaged in the perfonnance of any of their functions or duties under the provisions of this Agreement 19. AmPTtttrileimt This Agreement may, be anended by the adoption of the amendment by the governing bodies of a mnajorih, of the Members. Tine amendment shall become effective on the first day of the month following the last required mnernber agency approval, An amendment may be initiated by the Board, upon approval by a majority of the Board. Any proposed amendment, including the text of the proposed change, shall be given by the Board to each Member's Delegate for presentation and action by each Member's board within 60 days, which time may be extended by the Board. The list of Members, Attach gent 1, may be updated to reflect new and/or withdrawn Members without requiring formal arnenchnent of tie Agreementt by the Authority Board of Directors. 20. Withdmawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in tie Authority shall automatically ten ninate. A Member or Associate Member may withdraw from this Agreement upon written notice to the Board; provided however, thatno such withdrawal shall result in the dissolution of the Authority as long as any Bonds or other obligations of the Authority remain outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted by the Member's governing body which authorizes withdrawal is received by the Authority, Notwilhstmiding the foregoing, any termination of membership or withdrawal from the Authority shall not operate to relieve any tenuinated or withdrawing Member or Associate Member from Obligations incurred by such tenninated or withdrawing Member or Associate Member prior to the time of its termination or withdrawal. 21. Miscellaneous R, Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of wludn shall constitute but one and dhe same instrument. b. Construction. The section headings herein are for convenience only mid are not to be construed as mnodifjdng or governing the language in die section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction, Venue. Thus Agreement is made in the State of California, under die 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. * Intgndon. This Agreement. is the complete and exclusive statement of die agreement amxmong the parties hereto, and it supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreement. f. Successors; Ass gnnient. This Agreement shall be binding 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 time consent of die Board. g. Severability. Should any pari., term 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 per, 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 restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 Amended and restated May 5, 2015 IMCNATURES ONFOLLOWIVG 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 :-------- 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\9W3861,1 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 perfonnance 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. Integration. 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"). 5 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 US a [INSERT] YGRENE ENERGY FUND CALIFORNIA, LLC in CITY OF ANAHEIM, a municipal corporation -0 Paul Emery, City Manager ATTEST APPROVED AS TO FORM: ANAHEIM CITY ATTORNEY Daniel A. Ballin, Deputy City Attorney Linda N. Andal, City Clerk rol CLERK'S CERTIFICATE STATE OF CALIFORNIA COUNTY OF ORANGE ss. CITY OF ANAHEIM 1, LINDA ANDAL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Resolution No. 2016-199 adopted at a regular meeting provided by law, of the Anaheim City Council held on the 18th 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. Off3e CLERK OF THE CITY OANAHEIM (SEAL)