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Staff Report w
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, . City of San Bernardino
Request for Council Action c
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Date: December 19, 2016 U
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To: Honorable Mayor and City Council Members y
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From: Mark Scott, City Manager a
By: Cruz Esparza IV, Economic Development Manager
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Subject: Discuss and Take Possible Action to Consider Allowing a
Additional Property Assessed Clean Energy (PACE) Program
Providers in the City C
Recommendation Q
Review and discuss the possibility of authorizing additional Property Assessed Clean =
Energy (PACE) program providers to provide PACE financing for energy efficiency and c
renewable energy products in the City and provide direction to staff. a
Background
In February 2013, the Mayor and City Council approved a Memorandum of
Understanding (MOU) with the San Bernardino Associated Governments (SANBAG)
that allows property owners in the City to participate in a countywide PACE program o
administered by Renovate America. The SANBAG PACE program, known as Home 2
Energy Renovation Opportunity (HERO), allows property owners to finance the (D
installation of eligible energy efficient and water conservation projects and electric
vehicle charging infrastructure with no upfront costs. These improvements are funded L)
by bonds secured by voluntary property tax assessments. In the City of San =
Bernardino, HERO financing has been used to complete more than 1,500 energy
efficient solar and water products, totaling over $26.7 million in improvements. °-
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Discussion 3
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Since the HERO program was implemented, additional PACE programs have been o
established in California. Currently, ten PACE program providers, in addition to HERO,
are operating within four JPA's located throughout California. Seven providers have
requested that they be allowed to provide PACE financing services in San Bernardino,
and the Mayor and City Council may wish to expand the opportunities available to a
property owners in the City to finance improvements. The JPA's and their contracted W
provider(s) are as follows: ui
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California Statewide Communities Development Authority (CSCDA) is a statewide JPA °-
formed by the California State Association of Counties (CSAC) and the League of
California Cities (LCC). The City of San Bernardino is an associate member of CSCDA; E
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and therefore, this PACE program is available to the City if the City wishes to a
participate. CSCDA operates an Open PACE model established pursuant to AB811 w
and AB474 with five different program providers. The program administrators operating a
under the CSCDA Open PACE Program include:
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1. Renewable Funding LLC / CaliforniaFIRST - provides financing for residential c
and commercial property owners. _
2. Alliance NRG - provides financing for energy efficiency and renewable energy U
products for both residential and commercial property owners. N
3. PACE Funding- provides energy efficiency, water conservation and renewable N
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energy financing for residential customers.
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4. Spruce Finance, Inc. - provides financing for residential solar systems, water a
conservation and energy efficiency upgrades.
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5. CleanFund Commercial PACE Capital - provides financing and is direct lender
focused exclusively on the commercial property sector. a
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If the City Council were to choose to make the PACE programs offered through CSCDA 3
available to property owners in the City, the City Council would be required to adopt a .2
resolution, a draft of which is included as Attachment 1, that authorizes the CSCDA and
the program providers to market and finance projects in the City. The five CSCDA E
Open PACE program providers would be available in San Bernardino. Additionally,
should CSCDA add any additional providers under Open PACE in the future, these new
providers will automatically be added to the program at the discretion of the CSCDA. o
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California Enterprise Development Authority (CEDA) is a JPA established by the
California Association of Local Economic Developers (CALED) and operates a PACE
program, which is administered by Figtree, using the AB 811 and AB 474 models. The 0
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City of San Bernardino is not a member of CEDA. Associate membership is available to
the City at no cost. If the Mayor and City Council would like to offer the PACE programs
available thought CEDA, the City would be required to adopt a resolution authorizing 0
membership and approving participation in the PACE program. A draft resolution is
included as Attachment 2. y
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6. Figtree PACE- administered by Figtree Energy Financing and is only available to
commercial, industrial and multifamily property owners.
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Golden State Finance Authority (GSFA), previously named California Home Finance 0 CL
Authority (CHFA), is a statewide JPA formed in 1993 that operates a PACE program
administered by Ygrene using both SB 555 (Mello-Roos CFD) and AB 811 (Assessment ui
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District). The City of San Bernardino is currently not a member of GSFA; and therefore, oa.
Associate Membership, which is available at no cost, would be required in addition to
City Council approval to offer the PACE program. Included as Attachment 3 is a draft
resolution approving membership and participation in the GSFA PACE program.
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7. Ygrene Energy Fund, LLC- serves as the program administrator and offers a
financing for single family residential, multifamily and commercial property
owners to generate renewable energy or reduce their energy and water use. a
If the City Council were to authorize participation in the PACE programs discussed
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above and adopt the necessary resolutions, participation would be voluntary and only w
those property owners who enter into financing agreements would be assessed on their
property tax bills in order to repay debt associated with the PACE financing.
Analysis N
HERO and other PACE programs serve as a mechanism to implement California's y
energy, environmental and greenhouse gas (GHG) policy goals by providing financing a
options for property owners to complete solar, energy efficiency and renewable energy
projects. Several models and PACE programs exist. Each program offers advantages c
and disadvantages in the form of costs, program funding limits, access to financing or a
capital providers, minimum and maximum project amounts, projects priorities, mortgage
lender consent requirements and varying degrees of transparency regarding fees o
charged by program administrators and their partners. Programs also differ in terms of
customer service, ease of use, marketing and property owner participation. Authorizing a
additional PACE programs, in addition to the HERO program implemented in 2013, c
would increase the choices available to property owners in San Bernardino, and may o
encourage further investment in the community. a
The resolutions, which are attached, are for discussion purposes. The City Attorney's
Office has not reviewed and approved the draft resolutions. If the City Council chooses
to make the additional financing programs available, staff will finalize the necessary
resolutions and agreements and present the documents for Mayor and Common o
Council approval at the January 9, 2017, meeting.
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Fiscal Impact c
There is no financial impact to the City associated with the result of this action. v
Conclusion
Staff recommends that the Mayor and City Council review, discuss and consider making
additional PACE financing programs available to the community. If the City Council
chooses to make the additional financing programs available, staff will finalize the y
necessary resolutions and agreements and present the documents for Mayor and °.
Common Council approval at the January 9, 2017, meeting.
Attachments t=
Attachment 1 — Resolution 2016-xx d
Attachment 2 — Resolution 2016-xx 0;
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Attachment 3 — Resolution 2016-xx L)
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Synopsis of Previous Council Actions: In February 2013, the Mayor and City Council
approved executing an MOU with SANBAG to offer the HERO program in the City. a
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1 RESOLUTION NO. a
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
3 BERNARDINO CONSENTING TO THE INCLUSION OF PROPERTIES WITHIN
THE TERRITORY OF THE CITY IN THE CALIFORNIA STATEWIDE
4 COMMUNITIES DEVELOPMENT AUTHORITY (CSCDA) OPEN PACE U
PROGRAMS, AUTHORIZING CSCDA TO ACCEPT APPLICATIONS FROM y
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5 PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT N
6 PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS W IIN THE a
TERRITORY OF THE CITY,AND AUTHORIZING RELATED ACTIO
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WHEREAS, the California Statewide Communities Devel en Au ri y e
8 "Authority") is a joint exercise of powers authority, the members o is c ale numerous a
cities and counties in the State of California, including the Cit of San` ernardino (the o
"City„). t� w
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WHEREAS,the Authority has implemented Property d Clean Energy(PACE)
11 programs, which it has designated CSCDA Open P CE of programs each 3
12 administered by a separate program administrator#011 tiv ' th any successors, assigns, —°
replacements or additions, the "Programs"), to th financing or refinancing of a,
13 renewable energy, energy efficiency, wate f ncy and seismic strengthening
improvements, electric vehicle charging in r and such other improvements, M
14 infrastructure or other work as may be aut z 1 , w from time to time (collectively, the
15 "Improvements") through the levy of�, c 1 property tax assessments pursuant to 0
Chapter 29 of Division 7 of the Stree & s Code ("Chapter 29") within counties and
16 cities throughout the State of Calif Ja t sent to the inclusion of properties within their 0
respective territories in the Progra s an t issuance of bonds from time to time; y
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18 WHEREAS, pro ��` inistrators currently active in administering PACE
Programs are the rogram (presently consisting of CounterPointe Energy 0
19 Solutions LLC a eLe'id%� ineering, LLC), PACE Funding LLC, Renewable Funding o
LLC, Clean Fund C, _ me r al PACE Capital and Spruce Finance, and the Authority will U)
20 notify the City adva f any additions or changes; N
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21 S, Chapter 29 of Division 7 of the Streets & Highways Code provides that
22 as sm s m y be levied under its provisions only with the free and willing consent of the
} ne r. , rs of each lot or parcel on which an assessment is levied at the time the
23 as ment is levied;
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WHEREAS, the City desires to allow owners of property ("Participating Property
ZS Owners") within its territory to participate in the PACE Programs and to allow the Authority a
to conduct assessment proceedings under Chapter 29 within its territory and to issue bonds to W
26 finance or refinance Improvements; U
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27 WHEREAS, the territory within which assessments may be levied for the PACE d
28 Programs shall include all of the territory within the City's official boundaries; E
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• 1 WHEREAS, the Authority will conduct all assessment proceedings under Chapter 29 a
for the Programs and issue any bonds issued in connection with the Programs;
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WHEREAS, the City will not be responsible for the conduct of any assessment w
3 proceedings; the levy of assessments; any required remedial action in the case of
4 delinquencies in such assessment payments; or the issuance, sale or administration of any v
bonds issued in connection with the Programs. -a
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5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND ITY y
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Q
SECTION 1. That the Mayor and City Council hereby find and declare o ie in o
8 the territory of the City will benefit from the availability of additiona ogr s wit in
the territory of the City and, pursuant thereto, the conduct of speci °F asses e roceedings
9 by the Authority pursuant to Chapter 29 and the issuance of bon to Tina ce or refinance o
Improvements. a
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11 SECTION 2. In connection with the Programs, the Cit er consents to the conduct
of special assessment proceedings by the Authority pur Ch pter 29 on any property c
12 within the territory of the City and the issuce f b to finance or refinance a
Improvements,provided that:
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14 (1) The Participating Property Owners, e the legal owners of such property,
execute a contract pursuant to Ch apt r omply with other applicable provisions W
15 of California law in order to acco i t alid levy of assessments; and c
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16 (2) The City will not be resp le e conduct of any assessment proceedings; the v
17 levy of assessments; an r uire remedial action in the case of delinquencies in such o
assessment paynVnts o ance, sale or administration of any bonds issued in v
18 connection with th a
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19 SECTION 3. e ap p to officials and staff of the City are hereby authorized and 2
20 directed to make ap at* s for the Programs available to all property owners who wish to
finance or ref ance ovements; provided, that the Authority shall be responsible for w
21 providing suc plications and related materials at its own expense. Staff persons identified °.
by t e o x ty Manager of the City, may be designated as the contact persons for the
22 A : orit * co , ection with the Programs.
23 N CTION 4. The appropriate officials and staff of the City are hereby authorized and
24 direct to execute and deliver such certificates, requisitions, agreements and related L
documents as are reasonably required by the Authority to implement the Programs.
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SECTION 5. The Mayor and Common Council hereby finds that adoption of this ui
26 Resolution is not a "project" under the California Environmental Quality Act, because the a
27 Resolution does not involve any commitment to a specific project which may result in a
potentially significant physical impact on the environment, as contemplated by Title 14,
28 California Code of Regulations, Section 15378(b)(4).
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1 SECTION 6. 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 -
2 Secretary of the Authority at: Secretary of the Board, California Statewide Communities
Development Authority, 1400 K Street, Sacramento, CA 95814. w
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1 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN a
BERNARDINO CONSENTING TO THE INCLUSION OF PROPERTIES WITHIN >%
2 THE TERRITORY OF THE CITY IN THE CALIFORNIA STATEWIDE d
3 COMMUNITIES DEVELOPMENT AUTHORITY (CSCDA) OPEN PACE w
PROGRAMS; AUTHORIZING CSCDA TO ACCEPT APPLICATIONS FROM
4 PROPERTY OWNERS, CONDUCT CONTRACTUAL ASSESSMENT v
PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE d
5 TERRITORY OF THE CITY; AND AUTHORIZING RELATED ACTIONS.
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the ayor a
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7 and City Council of the City of San Bernardino at a
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8 meeting thereof, held on the day of , 201 ; e llo ing vote, a
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to wit: °
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11 Council Members: AYES NAYS S - N ABSENT
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MARQUEZ of c
13 BARRIOS
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14 VALDIVIA
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SHORETT �
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17 NICKEL
18 RICHARD
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19 MULVIHILL
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Georgeann Hanna, CMC, City Clerk ti
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e goi- Tesolution is hereby approved this day of , 2016.
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25 R. Carey Davis, Mayor a
26 City of San Bernardino v
Approved as to form:
27 Gary D. Saenz, City Attorney
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By: w
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1 RESOLUTION NO. a
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
3 BERNARDINO APPROVING ASSOCIATE MEMBERSHIP BY THE CITY IN THE
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHOITY, AUTHORIZING THE d
4 EXECUTION OF AN ASSOCIATE MEMBERSHIP OF THE CITY IN THE U
AUTHORITY; AUTHORIZING THE CITY TO JOIN THE FIGTREE PACE N
5 PROGRAM; AUTHORIZING THE CALIFORNIA ENTERPRISE DEVELOPMENT N
6 AUTHORITY TO CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS N
AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF 'SHE Q
7 CITY,AND AUTHORIZING RELATED ACTIONS.
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8 WHERAS, the City of San Bernardino, a municipal corporation, duly organized and a
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9 exiting under the Constitution and laws of the State of California; o
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10 WHEREAS,the City upon authorization of the Mayor and City Council, may
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11 pursuant to Chapter 5 of Division 7 of Title 1 of the Government code of the State of
California, commencing with Section 6500 (the "JPA Law")enter into a joint exercise of o
12 powers agreement with one or more other public agencies pursuant to which such contracting a
13 parties may jointly exercise any power common to them; c
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14 WHEREAS,the City and other publicagencies wish to jointly participate in
economic development financing programs forto fienefit of businesses and nonprofit entities
15 within their jurisdictions offered by membership in the California Enterprise Development
16 Authority("CEDA")pursuant to an associate membership agreement and Joint Exercise of
powers Agreement relating to the California enterprise Development Authority(the
17 "Agreement"); v
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WHEREAS,under the JI'A law and the Agreement, CEDA is a public entity separate
19 and apart from the parties tiff the Agreement and the debts, liabilities and obligation of CEDA 00
20 will not be the debts, liabilities or obligations of the City or the other members of the
Authority; 0
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WHEREAS,the form of Associate Membership Agreement(the Associate ti
22 Membership Agreement")between the City and CEDA, a copy of which is attached hereto as
23 Exhibit A; N
24 'WHEREAS,the City is willing to become an Associate Member of CEDA subject to
25 the provisions of the Associate Membership Agreement; a
26 WHEREAS, CEDA has adopted the Figtree Property Assessed Clean Energy(PACE) U
and Job Creation Program(the "Program" or"Figtree PACE")to allow the financing of a.
27 certain renewable energy, energy efficiency, seismic retrofits, electric vehicle charging
28 infrastructure and water efficiency improvement(the "Improvements")through the levy of
contractual assessments pursuant to Chapter 29 of Division 7 of the Streets &Highways
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1 Code ("Chapter 29"), and the issuance of improvement bonds or other evidences of a
indebtedness (the "Bonds")under the Improvement Bond Act of 1915 (Streets and Highways
2 Code Sections 8500 et seq.) (the "1915 Act")upon the security of the unpaid contractual d
3 assessments; _
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WHEREAS, Chapter 29 provides that assessments may be levied under its provisions v
only with the free and willing consent of the owner of each lot or parcel on which an d
5 assessment is levied at the time of the assessment is levied;
6 WHEREAS,the City desires to allow the owners of property("Participating P*el")
7 within its jurisdiction(Participating Property Owners") of participate in Figtree PACE and to d
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8 allow CEDA to conduct assessment proceedings under Chapter 29 and to issue Bonds under a
the 1915 Act to finance the Improvements;
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9 WHEREAS,there has been presented at this meeting a proposed form of Resolution a
10 of Intention(the "ROI")to be adopted by CEDA in connection with such assessment a
11 proceedings, a copy of which is attached hereto as Exhibit B; c
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12 WHEREAS, said ROI sets forth the territory within which assessments may be levied Q
13 for Figtree PACE which territory shall be continuous with the City's official boundaries of
record at the time of adoption of the ROI(the "Boundaries');
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WHEREAS,pursuant to Chapter 294 the City authorizes CEDA to conduct
15 assessment proceedings, levy assessments,pursue remedies in the event of delinquencies and g
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issue bonds or other forms of indebtedness to finance the Improvements in connection with
Figtree PACE;
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WHEREAS,to protect the City in connection with operation of the Figtree PACE
18 program, Figtree Energy Financing;the program administrator has agreed to defend and
19 indemnify the City; c
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20 WHEREAS,the City will not be responsible for the conduct of any assessment
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21 proceedings, the levy of assessments, any required remedial action in the case of o
delinquencies;the issuance, sale or administration of the bonds or indebtedness issued in
22 conjunction with Figtree PACE.
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23 BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY =
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24 OF SAN BERNARDINO AS FOLLOWS: E
25 SECTION 1. The Mayor and City Council hereby specifically find and declare that a
the actions authorized hereby constitute public affairs of the City. The Mayor and City ui
26 Council further find that the statements, findings and determinations of the City set forth in a
27 the preambles above are true and correct.
28 SECTION 2. The Associate Membership Agreement presented at this meeting, a
copy of which is attached hereto as Exhibit A and on file with the City Clerk is hereby
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® 1 approved. The Mayor and City Council hereby authorizes the Manager or his designee to nQU.
execute and deliver the Associate Membership Agreement in substantially said form,with
2 such changes therein as such officer may require or approve such approval to be conclusively
evidenced by the execution and delivery thereof. w
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SECTION 3. The officers and officials of the City are hereby authorized,jointly and d
4 severally, to do any and all things and to execute and deliver any and all documents which
5 they may deem necessary or advisable in order to consummate, carry out, give effect to and
6 comply with the terms and intent of this resolution and the Associate Membership Agreement. a
All such actions heretofore taken by such officers and officials are hereby confirmed;ratified
7 and approved.
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8 SECTION 4. Good Standing. The City is a municipal corporation and is in good a
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standing. 0
10 SECTION 5. Publics Benefit. On the date hereof, the Mayor and City Council Q
11 hereby find and determine that the Program and issuance of Bonds by 4CEDA in connection
with Figtree PACE could provide significant public benefits, including without limitation, o
12 savings in effective interest rates, bond preparation,bon��pnderwriting and bond issuance Q
13 costs and reductions in effective user charges levied by water a d electricity providers within =
the boundaries of the City.
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SECTION 6. Appointment of CEDA. The�Cit hereby appoints CEDA as its
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15 representative to (i)record the assessment against the Participating Parcels, (ii) administer the
16 District in accordance with the Improvement Act of 1915 (Chapter 29 Part 1 of Division 10 of
the California Streets and Highways Code (commencing with Section 8500 et seq.) (the
17 "Law"), (iii)prepare program guidelines for the operation of the Program and (iv)proceed v
18 with any claims, proceedings of legal actions as shall be necessary to collect past due �
assessments on the p ope-r- the District in accordance with the Law and Section c
19 6509.6 of the California Go''ernment Code. The City is not and will not be deemed to be an
20 agent of Figtree or CEI?A its a result of this Resolution.
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21 SECTION 7., Assessment Proceedings. In connection with Figtree Pace, the City hereby
22 consents to the special assessment proceedings by CEDA pursuant to Chapter 29 on any
property within the Boundaries and the issuance of Bonds under the 1915 Act,provided that: N
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(1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in
24 substantially the form of the ROI;
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(2) The Participating Property Owners, who shall be the legal owners of such property, W
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voluntarily execute a contract pursuant to Chapter 29 and comply with other a
27 applicable provisions of California Law in order to accomplish the valid levy od
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28 assessments; and E
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1 (3) The City will not be responsible for the conduct of any assessment proceedings,the a
levy of assessments, any required remedial action in the case of delinquencies in such
2 assessment payments, or of the issuance, sale or administration of the Bonds in
3 connection with Figtree PACE.
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4 SECTION 8. Program Report. The Mayor and City Council hereby acknowledges that v
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5 pursuant to the requirements of Chapter 29, CEDA has prepared and will update from time to N
time the "Program Report" for Figtree PACE (the "Program Report") and associated N
6 documents, and CEDA will undertake assessment proceedings and the financing of Q
7 Improvements as set forth in the Program Report.
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8 SECTION 9. Foreclosure. The Mayor and City Council hereby acknoylede that the a`
9 Law permits foreclosure in the event that there is a default in the payment of assesisments due o
on a property. The Mayor and City Council hereby designates CEDAAas its representative to
10 proceed with collection and foreclosure of the liens on the defaulting properties within the
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District, including accelerated foreclosure pursuant to the Program`Report.
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SECTION 10. Indemnification. The Mayor and City Coucil acknowledges that Figtree °
has proved the City with an indemnification agreement, a copy of which is attached hereto as
13 Exhibit C, for negligence or malfeasance of any type as &-result of the acts or omissions of
14 Figtree, its officers, employees, subcontractors and agents. The Mayor and City council d
hereby authorizes the City Manager or his designee to execute and deliver the Indemnification
15 Agreement to Figtree.
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SECTION 11. City Contact Designation:` The appropriate officials and staff of the City
17 are hereby authorized to make applications for Figtree Pace available to all property owners c
who which to finance Improvements. The City Manager from time to time, may designate a
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staff person as the contact person for CEDA in connection with Figtree PACE. M
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SECTION 12. °' EQA_ The Mayor and City Council hereby find that the adoption of this
20 resolution is not a"project"under the California Environmental Quality Act("CEQA"), N
21 because the Resolution does not involve any commitment to a specific project which may
result in a pofentia y significant physical impact on the environment, as contemplated by
22 Title 14, California Code of Regulations, Section 15378(b) (4).
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23 SECTION 13. Effective Date. This Resolution shall take effect immediately upon its 24 adoption. The City Clerk is hereby authorized to transmit a certified copy of this resolution to
25 Figtree Energy Financing. r
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26 SECTION 14. Costs. Services related to the formation and administration of the a
assessment district will be provided by CEDA at no cost to the City. a
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN
1 a
BERNARDINO APPROVING ASSOCIATE MEMBERSHIP BY THE CITY IN THE a
2 CALIFORNIA ENTERPRISE DEVELOPMENT AUTHOITY,AUTHORIZING THE
EXECUTION OF AN ASSOCIATE MEMBERSHIP OF THE CITY IN THE w
3 AUTHORITY; AUTHORIZING THE CITY TO JOIN THE FIGTREE PACE
PROGRAM; AUTHORIZING THE CALIFORNIA ENTERPRISE DEVELOPMENT
4 AUTHORITY TO CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS
5 AND LEVY CONTRACTUAL ASSESSMENTS WITHIN THE TERRITORY OF THE N
CITY,AND AUTHORIZING RELATED ACTIONS. N
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7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted°by`the or
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8 and City Council of the City of San Bernardino at a a
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9 meeting thereof, held on the day of , 201 61 by the'following vote,
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to wit: Q
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Council Members: AYES NAYS ABSTAIN ABSENT
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13 MARQUEZ
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BARRIOS
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VALDIVIA
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17 SHORETT
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18 NICKEL
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19 RICHARD g
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Georgeann Hanna, CMC, City Clerk N
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24 The foregoing Resolution is hereby approved this day of 52016. E
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R. Carey Davis, Mayor a
27 City of San Bernardino
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1 Approved as to form: a
Gary D. Saenz, City Attorney a
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ASSOCIATE MEMBERSHIP AGREEMENT
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by and between the 0
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CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
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and the v
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CITY OF , CALIFORNIA
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THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership
Agreement"), dated as of by and between CALIFORNIA S
ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the CITY OF
CALIFORNIA, a municipal corporation, duly organized and existing under the laws
of the State of California(the "City"); _
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WITNESSETH:
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WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and v
collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1,
2006 (the "Agreement'), establishing the Authority and prescribing its purposes and powers; and c
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WHEREAS, the Agreement designates the Executive Committee of the Board of
Directors and the President of the California Association for Local Economic Development as o
the initial Board of Directors of the Authority; and
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WHEREAS, the Authority has been formed for the purpose, among others, to assist for
profit and nonprofit corporations and other entities to obtain financing for projects and purposes
serving the public interest; and o
WHEREAS, the Agreement permits any other local agency in the State of California to
join the Authority as an associate member(an"Associate Member"); and a
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WHEREAS, the City desires to become an Associate Member of the Authority; x
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WHEREAS, City Council of the City has adopted a resolution approving the Associate
Membership Agreement and the execution and delivery thereof, E
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WHEREAS, the Board of Directors of the Authority has determined that the City should w
become an Associate Member of the Authority; a
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NOW, THEREFORE, in consideration of the above premises and of the mutual a
promises herein contained, the Authority and the City do hereby agree as follows:
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4833-7301-9141.1
Packet Pg.323
7.D.d
Section 1. Associate Member Status. The City is hereby made an Associate Member of
the Authority for all purposes of the Agreement and the Bylaws of the Authority, the provisions
of which are hereby incorporated herein by reference. From and after the date of execution and o a`
delivery of this Associate Membership Agreement by the City and the Authority, the City shall
be and remain an Associate Member of the Authority. _
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Section 2. Restrictions and Rights of Associate Members. The City shall not have the a
right, as an Associate Member of the Authority, to vote on any action taken by the Board of Q
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Directors or by the Voting Members of the Authority. In addition, no officer, employee or =
representative of the City shall have any right to become an officer or director of the Authority o
by virtue of the City being an Associate Member of the Authority. a
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Section 3. Effect of Prior Authority Actions. The City hereby agrees to be subject to and
bound by all actions previously taken by the Members and the Board of Directors of the
Authority to the same extent as the Members of the Authority are subject to and bound by such
actions. o
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Section 4. No Obligations of Associate Members. The debts, liabilities and obligations
of the Authority shall not be the debts, liabilities and obligations of the City.
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Section S. Execution of the Agreement. Execution of this Associate Membership =
Agreement and the Agreement shall satisfy the requirements of the Agreement and Article XII of f°
the Bylaws of the Authority for participation by the City in all programs and other undertakings
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of the Authority. y
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IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership >4
Agreement to be executed and attested by their proper officers thereunto duly authorized, on the ai
day and year first set forth above. o
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CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
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By: _
Gurbax Sahota, Chair o
Board of Directors <t
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Attest:
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Helen Schaubmayer, Asst. Secretary
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CITY OF , CALIFORNIA =
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Mayor
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Packet Pg.325
7.D.e
1 RESOLUTION NO.
2
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN N
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3 BERNARDINO CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE a
CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY
4 COMMUNITY FACILITIES DISTRICT NO. 2014-1 (CLEAN ENERGY) TO a
FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY o
5 AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VE CLE °-
6 CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE M IP c
IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THE
7 a
WHEREAS, the California Home Finance Authority, a Califo a j t o rs
8 authority, (the "Authority") has established the Community Fac
ties �' t o. 2014- °
9 1(Clean Energy) in accordance with the Mello-Roos Community cilities ct, set forth in o
sections 53311 through 53368.3 of the California Government ode a "Act") and ¢
10 particularly in accordance with sections 53313.5(1) and 53328.1 a (the ct");
__
11 WHEREAS, the purpose of the District is to finance or refinance (including the
12 payment of interest) the acquisition, installation, and improvements of energy efficiency, water °
conservation, renewable energy and electric vehicl c gi a infrastructure improvements °
13 permanently affixed to private or publicly n property (the "Authorized
Improvements"); y
14 4 0
WHEREAS, the Authority is in a of amending the Authority Joint Powers v
15 �
Agreement (the "Authority JPA") to orm kvnge its name to the Golden State Finance
16 Authority; c
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17 WHEREAS, the City S Beardino (the "City") is committed to development of
renewable energy generati~o ��d energy efficiency improvements, reduction of greenhouse o
18 gases, and protectio e" nv ent; ti
19
WHEREA 'n the ct, the Legislature has authorized a parcel within the territory of
20 the District to ex t istrict and be subject to the special tax levy of the District only(i) r
21 if the city or unty wit in which the parcel is located has consented, by the adoption of a 2
resolutio pplicable city council or county board of supervisors, to the inclusion of >
22 par is thin s oundaries in the District and (ii) with the unanimous written approval of
the owne owners of the parcel when it is annexed (the "Unanimous Approval M
23 Agreement"), which, as provided in section 53329.6 of the Act, shall constitute the election
required by the California Constitution; E
24 41 U
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25 WHEREAS, the City wishes to provide innovative solutions to its property owners to a
achieve energy efficiency and water conservation and in doing so cooperate with Authority in Uj
26 order to efficiently and economically assist property owners the City in financing such a
Authorized Improvements; r
27
28 WHEREAS, the Authority has established the District, as permitted by the Act, the
Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the Y
1
Packet Pg. 326
7.D.e
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1 City, desires to become an Associate Member of the JPA by execution of the JPA Agreement, d
a copy of which is attached as Exhibit "B" hereto, to participate in the programs of the JPA
2 and, to assist property owners within the incorporated area of the City in financing the cost of N
installing Authorized Improvements; N
3 N
4 WHEREAS, the City will not be responsible for the conduct of any special tax
proceedings; the levy and collection of special taxes or any required remedial action in the a
5 case of delinquencies in the payment of any special taxes in connection with the District. �°
L
6 BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL O T TY o
OF SAN BERNARDINO AS FOLLOWS:
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8 SECTION 1. That the Mayor and City Council fords and d t t p erties in
the City's incorporated area will be benefited by the availability c the y CFD No. o
9 2014-1 (Clean Energy) to finance the installation of the Authorized rove nts. a
as
10 SECTION 2. That the Mayor and City Council conse --to inclusion in the Authority
11 CFD No. 2014-1 (Clean Energy) of all of the properties ink e i _ rporated area within the
City and to the Authorized Improvements, upon the t of and execution of the
12 Unanimous Approval Agreement by the owners o suc pro rtr s when such properties are c
annexed, in compliance with the laws, rules and re i plicable to such program; and P
13 to the assumption of jurisdiction thereover by Au on the purposes thereof.
14
SECTION 3. The consent of the a c fidJCity Council constitutes assent to the v
15 assumption of jurisdiction by Authority""f€�r rposes of the Authority CFD No. 2014-1
(Clean Energy) and authorizes Authod p satisfaction of the conditions imposed in this M
16 resolution, to take each and everyp A, u, ed for or suitable for financing the Authorized e
Improvements.
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18 SECTION 4. Th r d City Council hereby approves joining the JPA as an o
Associate Membe n h e execution by appropriate City officials of any necessary
19 documents to eff ate su,, in mbership.
20
SECTWN 5 ( staff is authorized and directed to coordinate with Authority staff to c
21 facilitate o erg n of the Authority CFD No. 2014-1 (Clean Energy) within the City, and N
report bao
fftodtcally to this City Council on the success of such program.
22
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23 E 6N 6. This Resolution shall take effect immediately upon its adoption. The =
Cit Clerk is directed to send a certified copy of this resolution to the Secretary of the
Authoity.
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Packet Pg.327
7.D.e
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RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN d
1 BERNARDINO CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE
2 CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY N
COMMUNITY FACILITIES DISTRICT NO. 2014-1 (CLEAN ENERGY) TO N
3 FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY
' 4 AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VEHICLE
CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP a
5 IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO. a
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6 I HEREBY CERTIFY that the foregoing Resolution was duly adoptedb yor
7
and City Council of the City of San Bernardino at a Q
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9 meeting thereof, held on the day of , 20 , by th fo owing vote, o
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10 to wit: c
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Council Members: AYES NAYS STAI1 ABSENT
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MULVIHILL
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22 Georgeann Hanna, CMC, City Clerk
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23 Th regoing Resolution is hereby approved this day of , 2016.
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26 R. Carey Davis, Mayor a
City of San Bernardino
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1 Approved as to form: v
Gary D. Saenz, City Attorney .a
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7.D.f
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GOLDEN STATE FINANCE AUTHORITY
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AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT N
(Original date July 1, 1993 and as last amended and restated January 21, 2015) a
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THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT o
("Agreement") is entered into by and among the counties listed on Attachment 1 hereof and a
incorporated herein by reference. All such counties are referred to herein as "Members" with the c
respective powers,privileges and restrictions provided herein. o
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RECITALS a
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was o
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise Q
of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on a
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 o
December 10, 2014. a
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B. WHEREAS, the Members of California Home Finance Authority desire to update,
reaffirm,clarify and revise certain provisions of the joint powers agreement,including the renaming v
of the joint powers authority,as set forth herein.
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C. WHEREAS, the Members are each empowered by law to finance the construction, o
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acquisition,improvement and rehabilitation of real property.
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D. WHEREAS, by this Agreement,the Members desire to create and establish a joint powers o
authority to exercise their respective powers for the purpose of financing the construction,
acquisition,improvement and rehabilitation of real property within the jurisdiction of the Authority
as authorized by the Act.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members
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individually and collectively agree as follows: w
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1. Definitions a
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Unless the context otherwise requires, the following terms shall for purposes of this
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Agreement have the meanings specified below: Q
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"Act" means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of a
Division 7 of Title 1 of the Government Code of the State of California,including the Marks-Roos
Local Bond Pooling Act of 1985,as amended.
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Packet Pg. 330
7.D.f
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"Agreement"means this Joint Exercise of Powers Agreement, as the same now exists or as it v
may from time to time be amended as provided herein.
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"Associate Member" means a county, city or other public agency which is not a voting N
member of the Rural County Representatives of California, a California nonprofit corporation ¢
("RCRC"), with legal power and authority similar to that of the Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board. o
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"Audit Committee" means a committee made up of the Executive Committee.
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"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.
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"Board"means the governing board of the Authority as described in Section 7 below. Q
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"Bonds" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other obligation
within the meaning of the term'Bonds"under the Act. c
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"Delegate" means the Supervisor designated by the governing board of each Member to
serve on the Board of the Authority. o
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"Executive Committee"means the Executive Committee of the Board established pursuant
to Section 10 hereof. c
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"Member" means any county which is a member of RCRC, has executed this Agreement
and has become a member of the Authority.
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"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority, 7t-
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. s
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"Program" or "Project" means any work, improvement, program, project or service M
undertaken by the Authority.
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"Rural County Representatives of California" or "RCRC" means the nonprofit entity L)
incorporated under that name in the State of California. Q
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"Supervisor"means an elected County Supervisor from an RCRC member county. a
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2. Purpose
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The purpose of the Authority is to provide financing for the acquisition, construction,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for the benefit of residents and communities. In pursuit of this purpose, this Agreement provides
for the joint exercise of powers common to any of its Members and Associate Members as Q
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. o
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3. Principal Place of Business
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The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814. Q
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4. Creation of Authority;Addition of Members or Associate Members o
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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.
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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 o
the manner set forth in Section 6503.3 of the Act. CU
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C. A county that is a member of RCRC may petition to become a member of the =
Authority by submitting to the Board a resolution or evidence of other formal action taken by its U
governing body adopting this Agreement. The Board shall review the petition for membership
and shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such county shall immediately become a Member of the Authority. °-
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d. An Associate Member may be added to the Authority upon the affirmative y
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 terms and conditions, and rights, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to a
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 terms x
and conditions for prospective Associate Members to the Authority as provided by resolution of w
the Board and as amended from time to time by the Board. Changes in the terms and conditions
for Associate Membership by the Board will not constitute an amendment of this Agreement.
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5. Term and Termination of Powers
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This Agreement shall become effective from the date hereof until the earlier of the time U
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when all Bonds and any interest thereon shall have been paid in full, or provision for such a.
payment shall have been made, or when the Authority shall no longer own or hold any interest in a v
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Packet Pg. 332
7.D.f
• public capital improvement or program. The Authority shall continue to exercise the powers CU
herein conferred upon it until termination of this Agreement, except that if any Bonds are issued v
and delivered, in no event shall the exercise of the powers herein granted be terminated until all a
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 y
program established or administered by the Authority has been repaid in full and is no longer Q
outstanding.
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6. Powers; Restriction upon Exercise a
76
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a. To effectuate its purpose, the Authority shall have the power to exercise any and all 0
powers of the Members or of a joint powers authority under the Act and other applicable
provisions of law, subject, however, to the conditions and restrictions herein contained. Each Q
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. o
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b. The Authority may adopt,from time to time, such resolutions,guidelines,rules and 0)
regulations for the conduct of its meetings and the activities of the Authority as it deems necessary 20
or desirable to accomplish its purpose.
C. The Authority shall have the power to finance the construction, acquisition, o
improvement and rehabilitation of real property, including the power to purchase, with the cc
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 o
the purpose set forth herein and in accordance with the Act. All or any part of such bonds so v
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale =
contemplated herein as it deems necessary or convenient and in furtherance of the Act. The .0
Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
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property or revenues as security to the extent permitted by resolution of the Board under any
applicable provision of law. The Authority may issue Bonds in accordance with the Act in order °.
to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to ti
secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act, 7T-
and to secure such debt,to further such purpose. The Authority may utilize other forms of capital,
including, but not limited to, the Authority's internal resources, capital markets and other forms of
private capital investment authorized by the Act. x
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d. The Authority is hereby authorized to do all acts necessary for the exercise of its =
powers,including,but not limited to: E
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(1) executing contracts,
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(2) employing agents, consultants and employees, w
(3) acquiring,constructing or providing for maintenance and operation of any Q
building,work or improvement, a
(4) acquiring, holding or disposing of real or personal property wherever
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Packet Pg. 333
7.D.f
located, including property subject to mortgage,
(5) incurring debts,liabilities or obligations, v
(6) receiving gifts, contributions and donations of property, funds, services and
any other forms of assistance from persons, firms, corporations or N
governmental entities,
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(7) suing and being sued in its own name, and litigating or settling any suits or ¢
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claims, 0
(8) doing any and all things necessary or convenient to the exercise of its o
specific powers and to accomplishing its purpose a.
(9) establishing and/or administering districts to finance and refinance the
acquisition, installation and improvement of energy efficiency, water 0
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. 0
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C. Subject to the applicable provisions of any indenture or resolution providing for the a
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 the Government Code of the State of California.
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f. All property, equipment, supplies, funds and records of the Authority shall be
owned by the Authority, except as may be provided otherwise herein or by resolution of the c
Board. o
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g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and
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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 N
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 y
the Authority but shall be payable solely from the moneys pledged to the repayment of principal or °.
interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other a)
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 x
Associate Members or the Authority shall be pledged to the payment of the principal of or w
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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 E
or agreement contained in any Bond shall be deemed to be a covenant or agreement of any U
Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither a
the Board nor any officer thereof executing the Bonds or any document related thereto shall be w
liable personally on any Bond or be subject to any personal liability or accountability by reason of Q
the issuance of any Bonds. °-
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7.D.f
7. Governing Board
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a. The Board shall consist of the number of Delegates equal to one representative
from each Member. n
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b. The governing body of each Member shall appoint one of its Supervisors to serve Q
as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to the Authority and shall be effective until he or she is replaced o
by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing a
body of the Member in the same manner provided in this paragraph b..
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C. The governing body of each Member of the Board shall appoint a Supervisor as an
alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the Q
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 _o
may have more than one vote at any meeting of the Board, and any Member's designation of an a
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
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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..
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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 he or she attends. o
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e. Each Associate Member may designate a non-voting representative to the Board
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who may not be counted toward a quorum but who may attend open meetings, propose agenda =
items and otherwise participate in Board Meetings. .N
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f. Delegates shall not receive compensation for serving as Delegates, but may claim N
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 funds. a
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g. The Board shall have the power, by resolution, to the extent permitted by the Act Q
or any other applicable law, to exercise any powers of the Authority and to delegate any of its
functions to the Executive Committee or one or more Delegates, officers or agents of the x
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute M
any documents for and in the name and on behalf of the Board or the Authority.
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h. The Board may establish other committees as it deems necessary for any lawful m
purpose; such committees are advisory only and may not act or purport to act on behalf of the Q
Board or the Authority. ui
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i. The Board shall develop, or cause to be developed, and review, modify as a
necessary, and adopt each Program. _
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Packet Pg. 335
8. Meetings of the Board
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a. The Board shall meet at least once annually, but may meet more frequently upon
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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 Q
provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of
Division 2 of Title 5 of the Government Code of the State of California. a-
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C. The Secretary of the 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. 2
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d. The lesser of twelve (12) Delegates or a majority of the number of current Q
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. o
e. 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.
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9. Officers;Duties; Official Bonds o
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a. The Board shall elect a chair and vice chair from among the Delegates at the 2
Board's annual meeting who shall serve a term of one (1) year or until their respective successor is o
elected. The chair shall conduct the meetings of the Board and perform such other duties as may U
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or R
in the event of the unavailability of the chair. c
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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 y
RCRC shall serve ex officio 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 Q
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. X
Subject to the applicable provisions of any indenture or resolution providing for a trustee or other M
fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's
funds, from whatever source, and, as such, shall have the powers, duties and responsibilities E
specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the powers,
duties and responsibilities specified in Section 6505.5 of the Act. a
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C. The Legislative Advocate for the Authority shall be the Rural County
Representatives of California. a.
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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 v
hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and
filed with the Executive Director. Such bond may secure the faithful performance of such
officer's duties with respect to another public office if such bond in at least the same amount N
specifically mentions the office of the Authority as required herein. The Treasurer and Auditor Q
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. o
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e. The business of the Authority shall be conducted under the supervision of the
Executive Director by RCRC personnel. °
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10. Executive Committee of the Authority a
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a. Composition o
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The Authority shall appoint no fewer than nine (9) and no more than eleven (11) a'
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members of its Board to serve on an Executive Committee. The Chair and Vice Chair of the 10
Authority shall serve on the Executive Committee.
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b. Powers and Limitations 2
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The Executive Committee shall act in an advisory capacity and make
recommendations to the Authority Board. Duties will include, but not be limited to, review of the o
quarterly and annual budgets, service as the Audit Committee for the Authority, periodically v
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 o
applicable law, and resolutions of the Board. y
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C. Quorum y
A majority of the Executive Committee shall constitute a quorum for transacting
business of the Executive Committee.
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11. Disposition of Assets
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Upon termination of this Agreement, all remaining assets and liabilities of the Authority M
shall be distributed to the respective Members in such manner as shall be determined by the
Board and in accordance with the law. E
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12. Agreement Not Exclusive; Operation in Jurisdiction of Member a
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This Agreement shall not be exclusive, and each Member expressly reserves its rights to a
carry out other public capital improvements and programs as provided for by law and to issue a
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other obligations for those purposes. This Agreement shall not be deemed to aniend or alter the
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® terms of other agreements among the Members or Associate Members.
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13. Conflict of Interest Code
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The Authority shall by resolution adopt a Conflict of Interest Code as required by law.
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14. Contributions and Advances t
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Contributions or advances of public funds and of personnel, equipment or property may a`
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 o
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any contribution. Any advance may be made subject to repayment, and in that case shall be repaid
in the manner agreed upon by the advancing Member, Associate Member or other public agency a
and the Authority at the time of making the advance.
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15. Fiscal Year;Accounts;Reports;Annual Budget;Administrative Expenses a
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a. The fiscal year of the Authority shall 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.
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b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
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C. The Authority shall establish and maintain such funds and accounts as may be v
required by generally accepted accounting principles. The books and records of the Authority are
public records and shall be open to inspection at all reasonable times by each Member and its
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representatives. C,
d. The Auditor shall either make, or contract with a certified public accountant or y
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 the 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 a
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 x
the Authority's office is located) within 12 months after the end of the fiscal year. M
e. In any year in which the annual budget of the Authority does not exceed five E
thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace the
annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal
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16. Duties of Members or Associate Members;Breach
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If any Member or Associate Member shall default in performing any covenant contained
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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 N
the performance of all covenants hereof. Each Member or Associate Member hereby declares Q
that this Agreement is entered into for the benefit of the Authority created hereby, and each
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Member or Associate Member hereby grants to the Authority the right to enforce, by whatever
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lawful means the Authority deems appropriate, all of the obligations of each of the parties a
hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or
hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right .2
of the Authority to any or all other remedies.
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17. Indemnification
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To the full extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or ='
other agent of the Authority, and who was or is a party or is threatened to be made a party to a 0
proceeding by reason of the fact that such person is or was such a Delegate, alternate, officer,
consultant, employee or other agent of the Authority. Such indemnification may be made against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in o
connection with such proceeding, if such person acted in good faith and in a manner such person CO
reasonably believed to be in the best interests of the Authority and, in the case of a criminal -a
proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of o
an action by or in the ri g ht of the Authori ty,
acted with such care including reasonable inquiry, as U
an ordinarily prudent person in a like position would use under similar circumstances.
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18. Immunities 0
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All of the privileges and immunities from liabilities, exemptions from law, ordinances and y
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the °.
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activity of officers, agents or employees of any of the Members or Associate Members when ti
performing their respective functions, shall apply to them to the same degree and extent while 7T-
engaged as Delegates or otherwise as an officer, agent or other representative of the Authority or
while engaged in the performance of any of their functions or duties under the provisions of this Q
Agreement. x
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19. Amendment
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This Agreement may be amended by the adoption of the amendment by the governing
bodies of a majority of the Members. The amendment shall become effective on the first day of a
the month following the last required member agency approval. An amendment may be initiated w
by the Board,upon approval by a majority of the Board. Any proposed amendment, including the a
text of the proposed change, shall be given by the Board to each Member's Delegate for a
presentation and action by each Member's board within 60 days, which time may be extended by a�0i
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the Board.
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The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn a
Members without requiring formal amendment of the Agreement by the Authority Board of
Directors. N
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20. Withdrawal of Member or Associate Member
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If a Member withdraws as member of RCRC, its membership in the Authority shall n
automatically terminate. 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 0
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 a
by the Members governing body which authorizes withdrawal is received by the Authority.
Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority o
shall not operate to relieve any terminated or withdrawing Member or Associate Member from Q
Obligations incurred by such terminated or withdrawing Member or Associate Member prior to
the time of its termination or withdrawal. 'R
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21. Miscellaneous
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a. Counterparts. This Agreement may be executed in several counterparts, each of CO
which shall be an original and all of which shall constitute but one and the same instrument.
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b. Construction. The section headings herein are for convenience only and are not to U
be construed as modifying or governing the language in the section referred to.
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C. Approvals. Wherever in this Agreement any consent or approval is required, the •N
same shall not be unreasonably withheld.
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d. Jurisdiction; Venue. This Agreement is made in the State of California, under the °.
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terms shall be brou g ht in Sacramento County, California.
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e. Integration. This Agreement is the complete and exclusive statement of the
agreement among the parties hereto, and it supersedes and merges all prior proposals, x
understandings, and other agreements, whether oral, written, or implied in conduct, between and w
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among the parties relating to the subject matter of this Agreement.
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f. Successors; Assignment. 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, a
no Member may assign any right or obligation hereunder without the consent of the Board. w
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g. Severability. Should any part, term or provision of this Agreement be decided by a
the courts to be illegal or in conflict with any law of the State of California, or otherwise be
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7.D.f
rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions
hereof shall not be affected thereby.
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The parties hereto have caused this Agreement to be executed and attested by their properly
authorized officers. y
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AS ADOPTED BY THE MEMBERS: a
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Originally dated July 1, 1993 °
Amended and restated December 10, 1998
Amended and restated February 18, 1999 Q
Amended and restated September 18, 2002
Amended and restated January 28, 2004 _o
Amended and restated December 10, 2014 Q
Amended and restated January 21, 2015
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[SIGNATURES ONFOLL0UYNG PAGES] 10
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Sacramento, CA 95814 0
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ATTACHMENT 1
GOLDEN STATE FINANCE AUTHORITY MEMBERS
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As of December 10,2014 v
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Alpine County Q
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Amador County
Butte County o
Calaveras County a`
Colusa County
Del Norte County
El Dorado County
Glenn County a
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Humboldt County
Imperial County o
Inyo County Q
Lake County c'
Lassen County
Madera County
Mariposa County
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Mendocino County 2
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Merced County
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Modoc County a
Mono County o
Napa County v
Nevada County
Placer County o
Plumas County u,
San Benito County
Shasta County
Sierra County
Siskiyou County a)
Sutter County
Tehama County Q
Trinity County
Tuolumne County x
Yolo County U4
Yuba County c
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12/19/2016
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E Y PACE -
Property Assessed Clean Energy
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What is PACE?
• Property Assessed Clean Energy
• Financing mechanism for property owners:
• Energy Efficiency (EnergyStar A/C,
Windows, Insulation)
• Water Efficiency (Waterwise landscaping)
• Renewable Solar Generation (solar)
• Repay loan through property taxes
Illerliar
1
12/19/2016
City Approves
Memorandum of Understanding
• Mayor and City Council approve an MOU with
SANBAG in 2013 to participate in countywide
PACE program known as HERO (Home Energy
Renovation Opportunity) administered by
Renovate America j
• Allows property owners to finance the
installation of eligible energy efficient and
water conservation projects
• Secured by property tax assessments
(repaid through property taxes) �
Snn BPI'llill' ina .
SANBAG HERO Program
• HERO —
Home Energy Renovation Opportunity
• Program was implemented by SANBAG
• Renovate America provides program
financing and administration
• Completed over 1,500 energy efficient solar
& water projects totaling over $26.7 `
million in the City since program inception
San Berm iro
2
12/19/2016
Potential New PACE -F
Financing Programs
• Renewable Funding/ California First
• Alliance NRG
• PACE Funding
• Spruce Finance
• CleanFund Commercial PACE Capital
• Figtree PACE
• Ygrene Energy Fund
San Bernar inn !;
Analysis
■ HERO and PACE programs are a mechanism
to implement California's energy,
environmental & greenhouse gas policy goals
by providing financing for property owners to
complete solar, energy efficiency &
renewable energy projects
■ Each program offers various program points,
including financing costs, program funding
limits, project priorities, mortgage lender I
consent requirements, and varying i
degrees of transparency of fees charged San6ernar inn
3
17_/1°/2016
Analysis (cont.)
■ Programs differ in terms of customer
service, ease of use and marketing
■ Authorizing additional PACE programs in
addition to the HERO program
implemented in 2013, would increase the
choices available to property owners in
the City and may encourage further ;
investment in the community {
San •
Recommendations
■ Staff recommends that the Mayor and City
Council review, discuss and consider making
additional PACE financing programs available
to the community. If the City Council chooses
to make additional financing programs
available, staff will finalize the necessary
resolutions and agreements and present the
documents for the Mayor and City Council
approval at the January 9, 2017 meeting.
Saa Berear in
4