HomeMy WebLinkAbout2017-0631
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WHEREAS, the Golden State Finance Authority ("Authority")joint exercise o
[towers authority established pursuant to I Chapter 5 of Division 7, Title I of the Governmimen't
Code of the State of California (Section 6500 and following) (the "Act") and the Joint Powe
Agreement entered into on July 1, 1993, as amended from time to time (the "Authority JPA");
copy of the Authority JPA (without the signature pages) is attached hereto as Exhibit A; and I
WHEREAS, the Authority has amended the Authority JPA to formally change its name
irom California Home Finance Authority to Golden State Finance Authority; and
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WHEREAS, Authority has established a property -assessed clean energy ("PACE"I
Program (the "Authority PACE Program") to provide for the financing of renewable energ
generation, energy and water efficiency improvements and electric vehicle chargin
infrastructure (the "Improvements") pursuant to Chapter 29 of the Improvement Bond Act o_1
1911, being Division 7 of the California Streets and Highways Code ("Chapter 29") withi
counties and cities throughout the State of California that elect to participate in such program
and
WHEREAS, City of San Bernardino (the "City") is committed to development of
renewable energy generation and energy and water efficiency improvements, reduction of
greenhouse gases,, and protection of the envirom-nent; 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 th
jurisdictional boundaries of the counties and cities that are participating in the Authority PAC
Program would promote the purposes cited above; and I
WHEREAS, the City wishes to provide innovative solutions to its property owners to
achieve energy and water efficiency, and in doing so cooperate with Authority in order to
efficiently and economically assist property owners within the City in financing such
Improvements; and
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WHEREAS, the City will not be responsible for the conduct of any assessmen
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proceedings; the levy and collection of assessments or any required remedial action in the case I
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delinquencies in the payment of any assessments or the issuance, sale or administration of a
bonds issued in connection with the Authority PACE Program.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
a
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS.
SECTIONMayor and City Council finds and declares that properties in thT
City's incorporated area will be benefited by the availability of the Authority PACE Program to
finance the 'installation of the Improvements.
SECTION 2. The Mayor and City Council consents to inclusion in the Authority PACE
Program of all of the properties in the jurisdictional boundaries of the City and to th*
Improvements, upon the request by and voluntary agreement of owners of such properties, in
compliance with the laws, rules and regulations applicable to such program; and to thez-,
assumption of jurisdiction thereover by Authority for the purposes thereof.
SECTION 3. The consent of the Mayor and City Council constitutes assent to th
assumption of jurisdiction by Authority for all purposes of the Authority PACE Program an
authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take eac
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and every step required for or suitable for financing the Improvements, including the levyin
collecting and enforcement of the contractual assessments to finance the Improvements and th
issuance and enforcement of bonds to represent such contractual assessments, provided that: 11
(1) 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) The City will not be responsible for the conduct of any assessment
proceedings; the levy of assessments; any required remedial action in the case of
delinquencies in such assessment payments; or the issuance, sale or administration of any
bonds issued in connection with the Program
(3) The administering program has executed an indemnification agreement in
Cavor of the City, the terms of which are at least as favorable to the City as those set forth
in Exhibit "B." Indemnification Agreement hereto. If the City Attorney approves the
form of an indemnification agreement pursuant to this resolution3 and if such agreement
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is executed by the Program, then the City Manager is authorized on behalf oft e City to,
and shall, execute such agreement.
SECTION 4. The Mayor and City Council hereby approves joining the JPA as an
Associate Member and authorizes the City Manager to execute and deliver such certificates,
requisitions, agreements and related documents as are reasonably required by the Authority to
join the JPA and implement the Programs.
SECTION 5. City staff is authorized and directed to coordinate with Authority staff to
facilitate operation of the Authority PACE Program within the City, and report back periodically
to this City Council on the success of such program.
SECTION 6. This Resolution shall take effect immediately upon its adoption. The City
Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority.
SECTION 7. The Mayor and City Council hereby finds that adoption of this Resolution
is not a "project" under the California Environmental Quality Act, because the 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, California Code of
Regulations, Section 15378(b)(4).
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AYES. NAYS ABSTAIN ABSENT
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----- ------' ------
m
R. Carey Davis /Mayor
7
City of San Bernardino
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(On*giiial date July 1, 1993 and as last amended and restated January 21, 2015)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMEN
("Agreemene') is entered into by and among the counties listed on Attachment I hereof an
incorporated herein by reference. All such counties are referred to lierein as "Members" Widi di
respective powers, privileges and restrictions provided herein. I
A. WHEREAS, the California Rural Home Mortgage Finwice Authority ("CRHMFA") was
created by a Joilit Exercise of Powers Agreement dated July 1, 1993 pursumit to the Joint Exercise
of Powers Act (commencing with Article I of Chapter 5 of Division 7 of Title I of die
Goveniment Code of the State of California (die "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the name of die authority was changed to CRHMFA Homebuyers Fund. On
December 10, 2014, die name of the audion*ty was changed to California Home Finwice
Audion*ty. The most recent amendment to the Joint Exercise of Powers Agreement was on
December 10, 2014.
B. WHEREAS, the Members of Cahfoniia Home Finance Audiority desire to update,
reaffirm, clarify slid revise certain provisions of the joint powers agreement, including die renaming
of the joint powers authority, as set forth liereiii.
C. WHER EAS, die Members are each empowered by law to finance die construction,
acquisition, improvement and rehabilitation of real property.
D. WHEREAS, by this Agreement, die Members desire to create and establish a joint powers
authority to exercise their respective powers for the purpose of financilig die construction,
acquisition, improvement mid rehabilitation of real property widiiii die jurisdiction of the Autlion*ty
as audiorized by the Act.
NOW, THEREFORE 9 in consideration of the mutual covenwits contained herein, the Members
individually slid collectively agree as follows:
1.Definitions
Unless die context otherwise requires, die following terms shall for purposes of this
Agreement have die meaiiings specified below:
"Ace' memis die Joint Exercise of Powers Act, commencing widi Article I of Chapter 5 o
Division 7 of Title I of die Government Code of die State of California, includilig die Marks-Roo4l
Local Bond Pooling Act of 1985, as amended.
N A 0
Agreement mewis diis Joint Exercise of Powers Agreemeiit, as die same iiow exists or as
may from time to time be amended as provided liereiii.
"Associate Member" mealis a comity, city or odier public agency which is not a votiiii
member of die Rural County Representatives of California, a California iioiiprofit corporati I
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(""RCRC-'-'), widi lea power wid authority similar to that of die Members, admitted pursuwit
paragraph Id. below to associate membership liere]*Lll by vote of die Board.
"Audit Committee" means a committee made up of die Executive Committee.
"Authority" means Golden State Fn*iwice Audiority (GSFA) formerly known as Californi
Home Finwice Authority ("CHF), or CRHMFA Homebuyers Fund or CalifoRural Hom
Mortgage Finwice Audiority. I
i`° memis die governilig board of die Audiority as described iii Section 7 below.
"Bonds" means bonds, notes, warrants, leases, certificates of participation, iiistallment
purcliase agreements, loaii agreements and other secun*ties or obligations issued by the authority,
or filiaiicilig agreements entered into by die Authority pursumit to die Act and ally other obligation
widiiii die meaiiiiig of the term "Boiids" uiider die Act.
"Delegate" memis the Supervisor designated by the goveniing board of each Member to
serve on the Board of the Authority.
"Executive Co e" means die Executive Committee of the Board established pursuant
to Section 10 liereof.
"Membee mewis ally county which is a member of RCRC, liar executed dils Agreement
mid has become a member of the Authority.
"Obligations" meaiis bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or filiancing agreements entered into by the Authority pursuant to die Act and any other fiiiwicial
or legal obligation of the Audiority uiider die Act.
"Program" or "Projece mewis miy work, improvement, program, project or service
undertaken by die Authority.
"Rural County Representatives of Caffornie or "RCRC" mewis die iioiiprofit entity
incorporated under that name in die State of Califoniia.
rSupervisor" means an elected County SuperVisor from an RCRC member county.
The purpose of the Audiority is to provide finwicing for the acquisition, constructiol
improvement and rehabilitation of real property iii accordwice widi applicable provisions of I
for die beiiefit of residents mid communities. III pursuit of this purpose, this Agreement provide
a
for die joiiit exercise of powers common to any of its Members and Associate Members a�
provided liereiii, or otherwise audiolrized by die Act mid other applicable laws, including assistin
iii financing as authorized herein, jointly exercised iii die mminer set forth herein.
3. Principal Place of Business
The principal office of the Authority sliall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
Creation of Authority; Addition of Members or Associate Members
a. The Authority is hereby created pursumit to die Act. As provided iii die Act, die
Audiority sliall be a public entity separate mid distinct from die Members or Associate Members.
b. The Audiority will cause a notice of this Agreement or miy amendment hereto to
be prepared mid filed widi die office of die Secretary of State of Califoniia iii a timely fashion iii
die manner set fordi iii Section 6503.3 of die Act.
C. A county that is a member of RCRC may petition to become a member of di
Audiority by submitting to the Board a resolution or evidence of other formal action taken by I
goveniing body adopting this Agreement. The Board sliall review die petition for membershi
and sliall vote to approve or disapprove the petitioii. If the petition is approved by a majority o
the Board, such county sliall immediately become a Member of die Audiority. I
d. An Associate Member may be added to die Authority upon the affirmative
approval of its respective goveriiiiig board mid pursumit to actioii by the Authority Board upoii
such terms and conditions, aiid widi such rights, privileges mid responsibilities, as may be
establislied from time to time by the Board. Such terms and coiiditioiis'aiid fights, privileges mid
respolisibilities may vary amoiig the Associate Members. Associate Members sliall be entitled to
participate iii one or more programs of the Authority as determn*ied by the Board, but sliall not be
votiiig members of die Board. The Executive Director of the Authority sliall enforce the terms
mid conditions for prospective Associate Members to the Authority as provided by resolution of
the Board mid as amended from time to time by the Board. Changes iii the terms and conditions
for Associate Membership by the Board will not constitute aii ameiidmeiit of diis Agreement.
5. Tenn and Termination of Powers
This Agreement sliall become effective from the date hereof until the earlier of the time
when all Bonds slid ally interest thereon sliall have been paid III full, or provision for such
payment sliall have been made, or wheii the Authority sliall no longer own or hold any interest iii a
public capital improvement or program. The Authority shall continue to exercise die powers
liereiii conferred upon it until termination of diis Agreement, except that if miy Bonds are issued
mid delivered, n*i no event sliall the exercise of die powers herein granted be terminated until all
Bonds so issued and delivered and the interest thereon sliall have been paid or provision for such
payment sliall have been made and any odier debt incurred with respect to miy odier finwicing
program establislied or administered by die Audiority has been repaid iii full and is no longer
outstandiliaY.
6. Powers; Reslaiction upon Exerci'se
a. To effectuate its purpose, die Audiority sliall have die power to exercise wiy and all
[powers of die Members or of a joint powers audiority under die Act and odier applicable
provisions of law, subject, however, to die conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise aiiy Wid all such powers. The powers
of die Audiority 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 die conduct of its meetings and die activities of die Authority as it deems necessary
or desirable to accomphsh its purpose.
C. The Authority sliall have die power to finwice die construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, WWI the
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
ally of its Members or Associate Members and other local agencies at public or negotiated sale., for
the purpose set forth herein and in accordance wide the Act. All or any part of such bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient mid in furdiermice of die Act. The
Authority may issue or cause to be issued Bonds or other indebtedness, mid pledge ally of its
property or revenues as security to die extent permitted by resolution of die Board under any
applicable provision of law. The Authority may issue Bonds in accordwice with the Act in order
to raise funds necessary to effectuate its purpose hereunder mid may enter into agreements to
secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act,
slid to secure such debt, to further such purpose. The Authority may utilize oilier forms of capital,
including, but not limited to, the Audion*ty's internal resources, capital markets and other forms of
private capital investment authorized by die Act.
d. The Authority is hereby authorized to do all acts necessary for die exercise of its
powers, including, but not limited to:
(1) executing contracts,
(2) employing agents, consultwits mid employees,
(3) acquln*iig, constructing or providn*ig 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 slid donations of property, funds, services and
any other forms of assistwice from persons, firms, corporations or
governmental entities,
(7) suing and being sued ill its own name, mid litigating or settling any suits or
claims,
(8) doing any mid all things necessary or convenient to the exercise of its
specific powers and to accomplishing its purpose
(9) establishing and/or administering districts to finance slid refinance die
acquisit-1011, ilistallation and improvement of energy efficiency, water
conservation and renewable energy improvements to or oil real property
and ill buildings. The Authority may enter into one or more agreements,
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including without limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject to die applicable provisions of any indenture or resolution providing for die
investment of monies lield thereunder, die Audiority sliall have the power to invest ally of its funds
as the Board deems advisable, ill die same manner and upon die same conditions as local agencies
pursualit to Section 53601 of die Goveniment Code of die State of Califonu*a.
f. All property, equipment, supplies, funds and records of the Authority sliall be
owned by the Authority, except as may be provided otherwise lierelli or by resolution of die
Board.
9. Pursuant to die provisions of Section 6508.1 of die Act, die debts, liabilities and
obligations of die Audion'ty sliall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with any interest and premium thereon, sliall not
constitute debts, liabilities or obligations of ally Member. The Members or Associate Members
hereby agree that any such Bonds issued by die Audiority sliall not constitute general obligations of
the Authority but sliall be payable solely from die moneys pledged to die repayment of principal or
interest oil such Bonds under the terms of die resolution, indenture, trust, agreement or oilier
instrument pursumit to which such Bonds are issued. Neither die Members or Associate
Members nor the Audiority sliall be obligated to pay the principal of or premium, if ally, or
interest oil the Bonds, or other costs ilicidental thereto, except from die revenues and funds
pledged therefor, and neither the faith and credit nor die taxing power of the Members or
Associate Members or die Authority sliall be pledged to die payment of the principal of or
premium, if ally, or interest oil die Bonds, nor sliall the Members or Associate Members of die
Authority be obligated ill ally maliner to make ally appropriation for such payment. No covenalit
or agreement contained ill any and sliall be deemed to be a covenwit or agreement of ally
Delegate, or any officer, agent or employee of the Authority ill all individual capacity, and neidier
the Board nor any officer thereof executing die Bonds or any document related thereto sliall be
liable personally oil any Bond or be subject to any personal liability or accountability by reason of
the issualice of ally Bonds.
7. Governm*g Board
a. The Board sliall consist of the number of Delegates equal to one representative
from each Member.
b. The governing body of each Member sliall appoint one of its Supervisors to serv,
r.,
as a Delegate oil the Board. A Member's appointment oi its Delegate sliall be delivered in writill
(which may be by electronic mail) to die Audiority mid sliall be effective until lie or she is replacedl�
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by such governing body or no longer a Supervisor; any vacancy sliall be filled by die goveriiii
body of die Member in the same manner provided iii this paragraph b..
C. The governilig body of each Member of the Board sliall appoint a Supervisor as all
alternate to serve oil die Board in die absence of die Delegate; die alteniate may exercise all die
rights mid privileges of die Delegate, including die right to be counted in constituting a quorum, to
participate iii die proceedings of die Board, wid to vote upon any mid all matters. No alteniate
may have more thwi oile vote at, aily meeting of the Board, mid aily Member's designation of wi
alternate sliall be delivered in writing (which may be by electronic mail) to die Audiority and sliall
be effective until such alteniate is replaced by his or lier goveriin*ig body or is no longer a
Supervisor, unless odierwise specified in such appointment. Any vacancy sliall be filled by die
governilig body of the Memberdie same manner provided H'i this paragraph c..
d. Any person who is not a member of the governing body of a Member mid who,
attends a meeting oil behalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of the Chair, participate in open meetings lie or she attends.
e. Each Associate Member may designate a noli-voting representative to die Board
who may not be counted toward a quorum but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
f. Delegates sliall not receive compensation for serving as Delegates, but may claim
mid receive reimbursement for expenses actually incurred in connection with such service
pursumit to rules approved by the Board mid subject to the availability of funds.
9. The Board sliall have the power, by resolution, to die extent permitted by die Act
or any odier applicable law, to exercise any powers of die Audiority mid to delegate miy of its
functions to die Executive Committee or one or more Delegates, officers or agents of die
Authority, mid to cause mly audion*zed Delegate, officer or agent to take any actions and execute
any documents for mid iii die name and oil belialf of die Board or die Audiority.
li. The Board may establish oilier committees as it deems necessary for ally lawful
purpose; such committees are advisory only and may not act or purport to act oil belialf of the
Board or the Audiority.
L The Board sliall develop, or cause to be developed, mid review, modify as
necessary, mid adopt each Program.
Meetings of the Board
a. The Board sliall meet at least oiice aiiiivally, but may meet more frequeiidy upoii
call of aiiy officer or as provided by resolutioii of die Board.
b. Meetiiigs of die Board sliall be called, noticed, lield mid coiiducted pursuaiit to die
provisioiis of die Ralpli M. Browii Act, Cliapter 9 (commeiiciiig widi Sectioii 54950) of Part I o
Divisioii 2 of Tide 5 of die Goveriimeiit Code of die State of Califoriiia. I
C. The Secretary of die Audiority sliall cause miiiutes of all meetiiigs of die Board t*
be takeii mid distributed to eacli Member as sooii as possible after each meetiiig.
d. The lesser of twelve (12) Delegates or a majority of die iiumber of curreiit
Delegates sliall coiistitute a quorum for traiisactiiig busiiiess at miy meetiiig of die Board, except
that less diaii a quorum may act to adjourii a meetiiig. Eacli Delegate sliall liave oiie vote.
e. Meetiiigs may be field at any locatioii designated iii notice properly giveii for a
meetiiig wid may be coiiducted by teleplioiiic or similar memis iii aiiy maiiiier otlierwise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board sliall elect a chair acid vice chair from amoiig the Delegates at the
Board's aiiiival meetilig wlio sliall serve a term of oiie (1) year or until their respective successor is
elected. The cliair sliall coiiduct the meetiiigs of the Board mid perform such other duties as may
be specified by resolutioii of the Board. The vice cliair sliall perform sucli duties iii the abseiice or
iii the eveiit of the uiiavailability of the cliair.
b. The Board sliall contract aiiiivally with RCRC to admiiiister the Agreemeiit wid to
provide admiiiistrative services to the Authority, mid the Presideiit wid Cliief Executive Officer of
RCRC sliall serve ex officio as Executive Director, Secretary, Treasurer, wid Auditor of the
Authority. As chief executive of the Authority, the Executive Director is audiorized to execute
contracts aiid other obligatioiis of the Audiority, uiiless prior Board approval is required by a third
party, by law or by Board specificatioii, wid to perform other duties specified by the Board. The
Executive Director may appoiiit such other officers as may be required for the orderly coiiduct of
the Authority's business wid affairs w1io sliall serve at the pleasure of the Executive Director.
Subject to the applicable provisioiis of aiiy iiideiiture or resolutioii providiiig for a trustee or oilier
fiscal agent, the Executive Director, as Treasurer, is desigiiated as the custodiaii of the Authority's
funds, from wliatever source, wid, as sucli, sliall liave the powers, duties slid respoiisibilities
specified iii Section 6505.5 of the Act. The Executive Director, as Auditor, sliall liave the powers,
duties aiid respoiisibilities specified iii Sectioii 6505.5 of the Act.
C. The Legislative Advocate for the Audiority sliall be the Rural Coulity
Represei-itatives of Califoriiia.
d. The Treasurer mid Auditor are public officers wlio have charge of, limidle, or have
access to all property of die Authority, mid a boiid for such officer iii die amouiit of at least oiie
liuiidred thousmid dollars ($100,000.00) sliall be obtaiiied at die expeiise of die Audiority mid
filed widi die Executive Director. Such boiid may secure die faidiful performalice of such
officer's duties witli respect to aliodier public office if sucli boiid iii at least die same amount
specifically meoiis die office of die Audion'ty as required liereiii. The Treasurer wid Auditor
sliall cause periodic iildepeiideilt audits to be made of the Autlion'ty's books by a cered public
accoulitalit, or public accouiitaiit, iii complimice widi Sectioii 6505 of die Act.
e. The business of the Audiority sliall be conducted udder the super vision of die
Executive Director by RCRC persoiniel.
10. Executive Committee of the Authority
R�!
The Authority sliall appoilit lio fewer dimi iiiiie (9) mid iio more diad eleven (11)
members of its Board to serve oil aii Executive Committee. The Chair aiid Vice Chair of die
Authority sliall serve oil the Executive Committee.
b. Powers aiid Limitatiolli-,
The Executive Committee sliall act iii aii advisory capacity mid make
recommendatimis to die Audiority Board. Duties will iiiclude, but liot be limited to, review of the
quarterly wid aiiiival budgets, service as die Audit Committee for die Audiority, periodically
review diis Agreemeiit; aiid complete wiy other tasks as may be assiglied by die Board. The
Executive Committee sliall be subject to all liniitatioiis imposed by this Agreemeilt, odier
applicable law, aiid resolutiolis of die Board.
A majority of the Executive Committee sliall constitute a quorum for traiisacting
business of the Executive Committee.
Upoil termiliatioli of this Agreemeiit, all remaiiiiiig assets mid liabilities of the Authority
sliall be distributed to the respective Members ill such maiiiier as sliall be determliied by the
Board aiid iii accordwice with the law.
12. Agreement Not Exclusive; Operation in jurisdiction of Membel
TlIis Agreemeiit sliall liot be exclusive, mid each Member expressly reserves its rights to
carry out odier public capital improvemeiits wid programs as provided for by law Wid to issue
odier obligatioiis for those purposes. This Agreemeiit sliall not be deemed to ameiid or alter the
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.terms of odier agreements amoiig die Members or Associate Members.
The Audiority sliall by resolutioii adopt a Coiiflict of hiterest Code as required by law.
Coiitributioiis or advalices of public fuiids mid of persoliliel, equipmeiit or property may
be made to the Authority by miy Member, Associate Member or miy odier public ageiicy to
furdier the purpose of dils Agreemeiit. Paymeiit of public fuiids may be made to defray die cost of
aiiy coiitxibutioii. Any advaiice may be made subject to repaymeiit, wid Ili that case sliall be repaid
Ili die maiiiier agreed upon by die advalicing Member, Associate Member or odier public agelicy
wid the Authority at the time of makilig die advatice.
15. Fiscal Year, Accounts.; Reports; Amual Budget; -1* *strative Expenses
a. The fiscal year of die Autlion*ty sliall be die period from Jmivary I of each year to
mid ilicludiiig die followflig December 31, except for ally partial fiscal year resultilig from a climige
Ili accouiitiiig based oil a differeiit fiscal year previously.
1). Prior to die begn*iiillig of each fiscal year, die Board sliall adopt a budget for the
succeediiig fiscal year.
C. The Authority sliall establish and maintaiii such funds mid accouiits as may be
required by generally accepted accouiitiiig principles. The books wid records of die Audiority are
public records mid sliall be opeii to iiispectioii at all reasonable times by each Member mid its
represeiitatives.
d. The Auditor sliall either make, or contract With a certified public accouiitaiit or
public accouiitwit to make, all wiiival audit of the accounts mid records of the Audiority. The
milimium requiremelits of die audit sliall be those prescribed by die State Colitroller for special
districts under Section 26909 of the Goveriimeiit Code of the State of California, mid sliall
coliform to generally accepted auditiiig standards. AMieii all audit of accouiits mid records is made
by a certified public accouiitwit or public accowitalit, a report thereof sliall be filed as a public
record With each Member (slid also With the auditor of Sacrameiito County as the comity Ili which
the Authority's office is located) widiiii 12 moiidis after the eiid of the fiscal year.
e. Ili any year Ili which die wiiival budget of the Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upoii uiiwiimous approval of die Board, replace the
muival audit With all eiisuiiig one-year period, but iii no eveiit for a period longer thaii two fiscal
years.
16. Duties of Members or Associate Members; Breach
If wiy Member or Associate Member sliall default iii performing Wiy covenwit contained
herein, such default sliall not excuse that Member or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Member or Associate Member sliall remain liable for
the performance of is liereof. Each Member or Associate Member hereby declares
that this Agreement is entered into for the beiiefit of the Audiority created liereby, wid each
Member or Associate Member hereby grants to die Authority die right to enforce, by whatever
lawful memis die Audion'ty deems appropriate, all of die obligations of each of die parties
liereunder. Each wid all of the remedies given to die Audiority liereunder or by any law now or
hereafter enacted are cumulative, and die exercise of one right or remedy sliall not impair die n*glit
of die Audiority to wiy or all odier remedies.
MN
Ill CO IT
To the full extent permitted by law, die Board may audiorize indemnification by die
Audiority of any person •who is or was a Board Delegate, alteniate, officer, consultant, employee or
odier agent of die Authority, and who was or is a party or is direatened to be made a party to a
proceedilig by reason of die fact that such person is or was such a Delegate, alteniate, officer,
consultant, employee or odier agent of die Audiority. Such indemnification may be made against
expenses, judgments, fines, settlements and odier amounts actually mid reasonably incurred in
connection widi such proceeding, if such person acted in good faidi and in a manner such person
reasonably believed to be in the best interests of the Autlion*ty and, in the case of a criminal
proceeding, had no reasonable cause to believe his or lier conduct was unlawful wid, in die case of
an action by or in die right of the Audion*ty, acted widi such care, ilicluding reasonable inquiry, as
ordinarily prudent person in a like position would use under similar circumstwices.
All of the privileges and immunities from liabilities, exemptions from law., ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits w1iicli apply to the
activity of officers, agents or employees of ally of the Members or Associate Members when
performilig their respective functions, shall apply to them to die 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 performance of any of their functions or duties under the provisions of this
Agreement.
This Agreement may be amended by the adoption of die amendment by the goveniing
bodies of a majority of the Members. The amendment Shall become effective on die first day of
the month following the last required member agency approval. An amendment may be initiated
by the Board, upon approval by a majority of the Board. Any proposed amendment, ilicluding 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 widiiii 60 days, which time may be extended by
M = W t Me —
The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn
Members without requiring formal amendment of the Agreement by the Authority Board of
Directors.
If a Member wididraws as member of RCRC, its membership iii die Audiority sliall
automatically terminate. A Member or Associate Member may wididraw from this Agreement
upon written notice to die Board- provided however, that iio such wididrawal sliall result in die
dissolutioii of the Authority as long as miy Boiids or odier obligations of die Audion*ty remain
outstmiding. Any such wididrawal sliall become effective thirty (30) days after a resolutioli adopted
by die Member's goveg body which audiorizes wididrawal is received by die Audion*ty.
NotwidistalidH'ig die foregoing, aiiy termiiiation of membership or Withdrawal from die Authority
sliall not operate to relieve any termiliated or witlidrawiMember or Associate Member fro
iigm
Obligatiolis nicurred by such terminated or wididrawiiig Member or Associate Member prior to
die time of its terniiiiation or withdrawal.
a. Counterparts. This Agreemeiit may be executed iii several counterparts, each of
which sliall be ail original and all of which sliall constitute but one wid the same instrument.
b. Construction. The sectioii headings herein are for coiiveiiieiice only and are not to
be construed as modifying or goveniiiig the Imiguage iii the section referred to.
C. Approvals. Wierever iii diis Agreemeiit ally coiiseiit or approval is required, the
same sliall not be unreasonably widilield.
d. Jurisdiction- Venue. This Agreement is made iii the State of California, wider the
Y
Coiistitution mid laws of such State and is to be so construed; ally action to enforce or interpret its
terms sliall be brought iii Sacramento County, Califoriiia.
e. Integration. This Agreement is the complete mid exclusive statemeiit of the
agreement among the parties hereto, mid it supersedes and merges all prior proposals,
understandnigs, and oilier agreements, whether oral, written, or implied in conduct, between and
among the parties relating to the subject matter of diis Agreement.
f. Successors; Assignment. This Agreemeiit sliall be biiidiiig upon mid sliall iiiure to
the beliefit of die successors of the parties hereto. Except to the exteiit expressly provided hereiii,
iio Member may assign any right or obligatioii hereunder without the consent of die Board.
9. Severability. Should ally part, term or provisioii of this Agreement be decided by
the courts to be illegal or iii conflict with ally law of the State of California, or otherwise be
rendered unenforceable ®r ilieffectual, die validity of the remaining parts, terms or provisiolis
hereof sliall li®t be affected thereby.
The parties Beret® have caused this Agreement to be executed mid attested by their properly
audiorized officers.
Originally dated July 1, 1993
Amended mid restated December 10, 1998
Amended mid restated February 18, 1999
Amended mid restated September 18, 20G
Amended mid restated Jwmary 28, 2004
Amended mid restated December 10, 2014
Amended mid restated Jwivary 21, 2015
a E � 4
A `
MEMBER]GOLDEN STATE FINANCE AUTHORnY
82671.00000\9547582.2
INDEMNIFICATION AGREEMENT BETWEE
THE CITY OF SAN BERNARDINO AND
[Pace Program Administrator] I
This Indemnification Agreement (the "Agreement") is entered into this day of
20 BY AND BETWEEM
the City of San Bernardino, a Charter City organized under the laws of the State of
California, with an address of 300 N. "D" Street, San Bernardino, California (the
"CITY95);
[Pace Program Administrator], a [State] [Entity Type] formed under the laws of the State
of [State] (the "ADMINISTRATOR") (individually CITY or ADMINISTRATOR may
be referred to as a "PARTY" and collectively CITY and ADMINISTRATOR may be
referred to as the "PARTIES").
WHEREAS, the Golden State Finance Authority ("Authority") is a joint exercise of
powers authority established pursuant to Chapter 5 of Division 7, Title I of the Government
Code of the State of California (Section 6500 and following) (the "Act") and the Joint Power
Agreement entered into on July 1, 1993, as amended from time to time (the "Authority JPA");
and
WHEREAS, the Authority has amended the Authority JPA to formally change its name
from California Home Finance Authority to Golden State Finance Authority; and
WHEREAS, the Authority has established a property-assessed clean energy ("PACE")
Program ("Authority PACE Program") to provide for the financing of renewable energy
generation, energy and water efficiency improvements, electric vehicle charging infrastructure,
and seismic retrofit projects (the "Improvements") pursuant to Chapter 29 of 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 the Authority PACE Program; and
WHEREAS, the Mayor and City Council, by resolution, have consented to the inclusion
in the Authority PACE Program of all of the properties in the jurisdictional boundaries of the
City, and has authorized the conduct of special assessment proceedings by the Authority
pursuant to Chapter 29 on any property within the territory of the City and to the issuance of
bonds to finance or refinance Improvements in accordance with applicable laws, rules and
regulations, subject to conditions that (1) the legal owners of participating properties 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) the City will not be responsible for the
conduct of any assessment proceedings, any required remedial action in the case of delinquencies
in such assessment payments, or the issuance sale, guarantee or administration of any bonds
issued in connection with the Authority PACE Program; and
INDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator',
Page 1 of 7
WAEREAS, the Authority and the Administrator have entered into an [Agreement for
Services], dated [Date], in which the Administrator agreed to serve as an administrator for the
Authority PACE Program on behalf of the Authority- and
9
WHEREAS, the Administrator agrees to indemnify the City and to provide insurance in
connection with the Administrator's administration of the Authority PACE Program in the City
of San Bernardino.
10W, TAEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the PARTIES hereby agree as follows:
The recitals set forth above are, by this reference, incorporated into and deemed a part of this
Agreement.
"_11110"I
The ADMINISTRATOR agrees to defend, indemnify, and hold harmless the City, its officers,
elected and appointed officials, employees, agents, and volunteers (each, an "Indemnified
Party") from and against any and all claims, damages, losses, expenses, fines, penalties,
judgments, demands, and actual, direct, documented and reasonable out -of pocket defense costs
and expenses (including, without limitation, amounts paid in compromise or settlement and
reasonable outside legal fees arising from litigation of every nature or liability of any kind or
nature includim4 civil criminal, administrative or investigative) arising out of or in connection
with the administration of the Authority PACE Program, except as to such loss or damage which
was caused by the sole negligence or willful misconduct of an Indemnified Party.
ADMINISTRATOR hereby waives any and all rights to any types of express or implied
indemnity against any of the Indemnified Parties arising out of the above referenced conduct.
The policy limits of any insurance of the ADMINISTRATOR, its affiliates or other parties are
not a limitation upon the obligation of the ADMINISTRATOR, including without limitation, the
amount of indemnification to be provided by the ADMINISTRATOR. The provisions of this
section shall survive the termination of this Agreement.
5.1 Minimum Scope and Limits of Insurance. ADMINISTRATOR shall obtain and
maintain during the life of this Agreement all of the following 'insurance
(a) Comprehensive general liability, including premises -operations,
products/completed operations, broad form property damage, blanket
contractual liability, personal injury with a policy limit of not less than One
Million Dollars ($1,000,000.00), combined singles limits, per occurrence and
aggregate.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator]
Page 2 of 7
(b) Automobile liability for owned vehicles, hired, andnon-owned vehicles, wit
a policy limit of not less than One Million Dollars ($ 1,000,000.00), combine(, -
single limits, per occurrence and aggregate.
(c) Worker's compensati on insurance as required by the State of California.
3.2 Endorsements. The comprehensive general liability insurance -policy shall contain
or be endorsed to contain the following provisions-,
(a) Additional insureds: "The City of San Bernardino and 'its elected an
appointed boards, officers, agents, and employees are additional insureds wit
respect to this subject project and contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to City,"
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance provided
by this policy."
3.3 Certificates of Insurance. ADMINISTRATOR shall provide to CITY certificates
of insurance showing the insurance coverages and required endorsements
described above, in a form and content approved by CITY, prior to performing
any services under this Agreement.
3.4 Non -limiting. Nothing in this Section shall be construed as limiting in any way,
0 0
the indemnification provision contained within this Agreement, or the extent to
which ADMINISTRATOR may be held responsible for payments of damages to
persons or property.
In the administration of the Authority PACE Program and in the hiring and recruitment of
employees, ADMINISTRATOR shall not engage in, nor permit its officers, employees or agents
to engage in, discrimination of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
q�
U
ADMINISTRATOR warrants that it possesses or shall obtain prior to execution of this -
Agreement, and maintain, a business registration certificate pursuant to Chapter 5 of the
Municipal Code, and any other licenses, permits, qualifications, insurance and approval of
whatever nature that are legally required of ADMINISTRATOR to practice its business or
profession.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator]
Page 3 of 7
Any notices, documents, correspondence, or other communication concerning this Agreement or
the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally
delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by
U.S. Mail the notice shall be deemed deliveredforty-eight (4 8) hours after deposit in the U.S.
Mail as reflected by the official U.S. postmark.
Office of the City Mana or [Address]
3 00 North "D" Street, 6' Floor
San Bernardino, CA 92418
Either PARTY may change the address for delivery of notices by sending notice of the change t*
the other PARTY in conformity with this Section.
In the event that gation is brought by any PARTY in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its
rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions
hereof The costs, salary and expenses of the City Attorney and members of his/her office in
enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the
purposes of this paragraph.
8. VENUE,
The parties hereto agree that all actions or proceedings arising in connection with this Agreement
shall be tried and litigated in the Superior Court of the State of California for the County of San.
The aforementioned choice of venue is intended by the parties to be mandatory and not
permissive in nature.
This Agreement shall be governed and construed under the laws of the State of California
without giving effect to that body of laws pertaining to conflict of laws.
This Agreement shall be binding on and inure to the benefit of the PARTIES to this Agreement
and their respective heirs, representatives, successors, and assigns.
INDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator]
Page 4 of 7
11. HEADINGS,
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provisions.
A
If any provision of this Agreement is determined by a court of competent jurisdiction to be
invalid or unenforceable for any reason, such determination shall not affect the validity or
* 0 0
enforceability of the remaining terms and provisions hereof or of the offending provon in any
other circumstance, and the remaining proons of this Agreement shall remain in full force
and effect.
All remedies available to either PARTY for one or more breaches by the other PARTY are an'.
I. be deemed cumulative and may be exercised separately or concurrently without waiver o -
any other remedies.
The delay or failure of either PARTY to require performance or compliance of the other of any
of its obligations under this Agreement shall in no way be deemed a waiver of those rights to
require such performance or compliance. No waiver of any provision of this Agreement shall be
effective unless made in writinand signed by a duly authorized representative of the P
g ARTY
against whom it is sought. The waiver of any right or remedy with respect to any occurrence or
event shall not be deemed a waiver of such right or remedy with respect to :I. future
occurrences or events and shall not be deemed a continuing waiver.
This Agreement constitutes the entire agreement and the understanding between the PARTIES,
and supersedes any prior agreements and understandings relating to the subject matter of this
Agreement.
I
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, but all of which, taken together, shall constitute one and the same agreement. In the
event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf'
format data file, such sinature shall create a valid and bindinobligation of the PAR
gg TY
executing (or on whose behalf such signature is execute) with the same force and effect as if
such facsimile or ".pdf ' signature page were an original thereof
rNDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator]
Page 5 of 7
No amendment t® this Agreement will be effective unless it is in writing and signed by both
PARTIES.
Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are
duly authorized to execute this Agreement on behalf of said PARTIES and that by doin•g so, the
1
PARTIES hereto are formally bound to the provisions of this Agreement.
ADMINISTRATOR agrees to abide by all federal, state, and local laws, ordinances and
regulations.
The PARTIES have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises with respect to this Agreement,
this Agreement shall be construed as if drafted jointly by the PARTIES and in accordance with
its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any
Party by virtue of authorship of any of the provisions of this Agreement.
[Signature Page Follows]
INDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator]
Page 6 1f 7
INDEMNIFICATION AGREEMENT BETWEEN
THE CITY OF SAN BERNARDINO AND
[Pace Program Adml*nistratorl
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated.. 5 20_
Dated 5 20
0
M
M
P111Fwr4'.0M=
Mark Scott, City Manager
APPROVED AS TO FOAT-�-
Gary D. Saenz, City Attorney
B oj A ��.Cr
ENDEMNIFICATION AGREEMENT BETWEEN CITY AND [Pace Program Administrator]
Page 7 of 7