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SR 03-01-2016 3J City Council Report City Council Meeting: March 1, 2016 Agenda Item: 3.J To: Mayor and City Council From: Dean Kubani, Sustainability Manager, Office of Sustainability & the Environment (CMO) Subject: Adopt Resolutions to Authorize Additional Property Assessed Clean Energy (PACE) providers Recommended Action Staff recommends that City Council: 1. Adopt resolutions authorizing additional Property Assessed Clean Energy (PACE) programs through the following joint powers authorities: California Home Finance Authority, California Enterprise Development Authority, California Municipal Finance Authority, and California Statewide Communities Development Authority. 2. Authorize the City Manager to negotiate and enter into member agreements with the following Joint Powers Authorities (JPAs): California Home Finance Authority and California Enterprise Development Authority. Executive Summary The Office of Sustainability and the Environment is responsible for helping the City of Santa Monica meet established targets for energy reduction and greenhouse gas emissions as outlined in 15 x 15 Climate Action Plan, adopted by Council in 2013 (Attachment A). To help residents and businesses find ways to reduce their energy Opportunity (HERO) in 2013. HERO is a provider of services and resources that connect home and building owners with incentives and rebates through Property Assessed Clean Energy (PACE) program. Staff would like to authorize five additional PACE service providers to operate in Santa Monica. Authorizing more PACE providers would offer multiple competitive financing mechanism options that provide benefits for residential and commercial property owners 1 of 8 and the City with minimal resource impacts on the City. In addition to improvements related to energy efficiency, renewable energy and water conservation, several providers are eligible to provide financing for seismic retrofit projects. This powerful financing tool will enable the City to encourage seismic upgrades before and after a mandatory ordinance is adopted. In order to authorize additional PACE providers, the City must be a member of the Joint Powers Authority (JPA) that oversees the PACE within the City. Staff are proposing to authorize five PACE providers operating under providers. Background The PACE financing mechanism was first conceived in 2001, and allows property owners to fund energy and water efficiency, renewable energy, and seismic retrofit projects with no up-front costs. When a PACE program is authorized, a municipality or county may form special tax districts or join designated joint power authorities with authorized PACE providers to help property owners finance these projects. Participating property owners repay the cost of the improvements through an assessment levied against their properties, which is payable in semi-annual installments on property tax bills. A lien is filed against the property as security until the assessment is re-paid. The assessment remains with the property should the owner transfer or sell the property before the loan is re-paid. th On July 13, 2010 Council authorized participation in the Los Angeles County Energy Program (LACEP) which, at the time had only offered financing to commercial property owners. th On November 12, 2013, Council adopted a resolution to join Western Riverside PACE program to operate in the City of Santa Monica. Since the authorization of HERO in Santa Monica, 32 residential property owners have had solar photovoltaic and water 2 of 8 and energy efficiency projects approved for PACE financing. 17 projects have been completed thus far, valuing $495,000 in total. In sum, the projects will provide $591,000 in energy savings and $14,900 in water savings. In terms of a lifetime reduction in greenhouse gas emissions, 849 tons will be abated from the currently completed projects. Discussion PACE providers assist property owners with funding and consumer protections, and support contractors with certification, marketing, and administrative software. They are facilitated by large JPAs that offer the program only to their member agencies, after being authorized by official resolutions to do so. JPAs provide all assessment administration, bond issuance and bond administration functions for PACE programs. As a participant in a JPA, the City is not obligated to repay the bonds issued by the authority, or collect or pay the assessments levied on the participating properties. PACE financing addresses two key issues that often prevent property owners from installing energy efficiency, water efficiency and renewable energy projects: 1. PACE eliminates the need for property owners to pay out of pocket up-front costs for improvements. 2. PACE establishes a loan obligation that is attached to the property and not to the individual borrower. The availability of PACE financing supports the local economy by creating energy retrofit jobs and stimulating construction activities. Energy retrofit improvements to existing buildings in the City will allow property owners to reduce energy and water use as well as greenhouse gas emissions. Participating property owners reduce operating costs for electricity, natural gas and water and improve the comfort and safety of their homes and businesses. Increasing renewable energy and energy efficiency improvements in the City is a critical component of the 15x15 Climate Action Plan adopted by City Council in February 2013. Currently, there are ten PACE providers operating throughout California. The five additional PACE vendors being recommended by staff are the only vendors that operate 3 of 8 statewide programs and are eligible to operate in the City of Santa Monica. The five vendors are Ygrene, Figtree, Alliance NRG, CaliforniaFIRST and Energy Efficient Equity. The other five companies operate within specific jurisdictions and are not available to Santa Monica or LA County. Many other jurisdictions have seen an increase in solar energy and energy efficiency installations once PACE financing is made available. Ygrene, Figtree, Alliance NRG, and CaliforniaFIRST are all listed by the Bay Area Regional Energy Network (BayREN) as prominent PACE providers operating in the region. Below is a description of each provider: 1. trator facilitated by the California Home Finance Authority (CHFA), a Joint Powers Authority established in 1993. The City is not a member of CHFA, and would therefore need Council approval to become a member in addition to authorizing Ygrene. Ygrene currently operates in the states of Florida and California, and allows for financing of both residential and commercial renewable energy generation, energy and water efficiency improvement, and seismic strengthening projects. From projects in both states, Ygrene has helped to save $1.3 billion in energy costs and 2.8 billion gallons of water, and has created 9,700 new jobs. Most recently in California, the cities of Los Angeles and Poway adopted Ygrene as a PACE nd th provider on September 22and October 20, 2015, respectively. 2. Figtree is a PACE administrator facilitated by the California Enterprise Development Authority (CEDA), a JPA with a current membership of 40 cities and 21 counties. The City is not currently a member of CEDA, and would therefore need Council approval to become a member in addition to authorizing Figtree. Figtree allows for financing of commercial renewable energy, energy and residential financing mechanism planning is currently underway. 3. Municipal Finance Authority (CMFA), a JPA designed to assist local governments, non-profit organizations and business with financing economic development projects throughout California. Specifically, E3 provides program design, consulting, and turnkey administration for energy efficiency and 4 of 8 renewable energy generation projects, for both residential and commercial properties. The City is currently a member of the CMFA JPA, thus, Council would only need to authorize E3 to operate within Santa Monica. 4. Alliance NRG is a PACE administrator facilitated by the California Statewide Communities Development Authority (CSCDA), the largest Joint Powers Authority in the state of California. Alliance NRG offers PACE financing for residential and commercial energy and water efficiency, renewable energy generation, and seismic strengthening projects statewide. Alliance NRG provides PACE financing for the City a Implementation Program. Alliance NRG is one of the two major PACE programs authorizing multiple providers, OPEN PACE enables local jurisdictions to benefit from one authorization. The City is currently a member of the CSCDA, thus, Council would only need to authorize OPEN PACE. 5. CaliforniaFIRST is a PACE administrator also facilitated by the California Statewide Communities Development Authority (CSCDA). CaliforniaFIRST offers PACE financing for residential and commercial energy and water efficiency, renewable energy generation, and seismic strengthening projects statewide. CaliforniaFIRST is the other of the two major PACE programs provided by the providers, OPEN PACE enables local jurisdictions to benefit from one authorization. The City is currently a member of the CSCDA, thus, Council would only need to authorize OPEN PACE. Authorizing multiple PACE providers to operate within the City of Santa Monica would provide additional benefits to the property owners, including: Competition: Additional PACE providers would compete to provide the best service and rates for property owners. Property owners would have more financing options and the ability to shop for their desired price and service. Seismic retrofits: The current HERO program in Santa Monica does not provide financing for seismic retrofits. Four of the five proposed PACE providers allow for 5 of 8 seismic retrofit project financing (Ygrene, Figtree, Alliance NRG and CaliforniaFIRST). With seismic retrofits aimed at increasing resilience of buildings garnering increasing interest from both residential and commercial property owners, PACE financing will become increasingly attractive. Examples of such retrofit projects include strengthening of soft-story buildings, non-ductile concrete buildings, non-ductile welded steel-framed buildings, unreinforced masonry buildings, concrete tilt-up buildings, and the bracing and bolting of building foundations in single family dwellings. Increased impact: The HERO program has already shown success in providing financial and greenhouse gas emissions savings during its two years in Santa Monica. The addition of more PACE providers would provide more opportunity Loan loss reserve: Some PACE providers participate in risk mitigation vehicles such as Californ for loan loss reserve. In 2013, seeking to address the concerns of mortgage lenders who opposed the fact that PACE loans were senior to mortgage loans, the State enacted SB 96 directed the California Alternative Energy and Advanced Transportation Financing Authority (CAEATFA) to develop the $10 million Program, which mitigates the potential risk to mortgage lenders associated with residential PACE financing. Specifically, it makes first-time mortgage lenders whole for any losses in a forced sale or foreclosure that are attributable in any way to a PACE-related lien. Effectively, it aims to put first-time mortgage lenders in the same position they would be in without a PACE lien. As of November 2015, 36,729 PACE financings with a total principal value of $810,164,896 are enrolled in the Program. Currently, HERO, Ygrene, Alliance NRG, and CaliforniaFIRST participate in the Program. Should the resolutions be adopted, the legal counsels of all five PACE programs would begin a process of judicial validation to: ensure the JPA has the legal approval to provide its services and issue debt to finance valid PACE assessments; and to ensure that any local government is protected from all liability associated with JPA 6 of 8 assessments and that, despite future changes in related law, the assessments that have been placed are secure and valid. During that time, City staff would begin to inform property owners and contractors of the pending availability of PACE financing. The City, in partnership with the providers, would begin education, outreach and marketing to raise awareness to the community. Marketing and outreach material templates will be provided by the program at no charge for use by the City in its own promotion of the program within the community. The City will provide additional marketing and outreach about the program to Santa Monica residents and businesses through the ongoing activities of the Solar Santa Monica program. Alternatives If the City Council was to take no action, LACEP and HERO would remain as the only two PACE providers for commercial and residential property owners. Alternatively, property owners could utilize other existing financing options for renewable energy, energy and water efficiency, and electric vehicle charging installation projects, including home equity loans, business lines of credit, and consumer credit. Financing for energy efficiency is also available through the Energy Upgrade California Program. Additionally, financing plans, leases, and power purchase agreements (PPAs) are commonly offered by solar installation companies. Currently, there are no financing options available to property owners related to seismic retrofit other than PACE. Financial Impacts and Budget Actions There are no direct financial impacts associated with adoption of these resolutions. With the process of permitting more PACE providers, local government agencies in general bear no costs for setup or implementation. All PACE administrative costs are covered contractual assessment and an annual administrative fee which is also collected on the Prepared By: Garrett Wong, Sustainability Analyst 7 of 8 Approved Forwarded to Council Attachments: A. July 13, 2010 Staff Report to Council - Adoption of Resolution Authorizing Participation in the Los Angeles County Energy Program B. November 12, 2013 Staff Report to Council - Resolution Authorizing Participation in the California HERO Program C. CMFA Authority Resolution D. CSCDA Authority Resolution E. CEDA Authority Resolution F. CFHA Authortiy Resolution G. Authority Resolution H. CEDA (Figtree) Membership Agreement I. CHFA (Ygrene) Membership Agreement 8 of 8 ASSOCIATE MEMBERSHIP AGREEMENT by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY OF SANTA MONICA, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT , dated as of _____________________ by and between CALIFORNIA CITY OF SANTA MONICA, CALIFORNIA, a municipal corporation, duly organized and existing under the laws City WITNESSETH: WHEREAS , the Cities of S 1, WHEREAS , the Agreement designates the Executive Committee of the Board of Directors and the President of the California Association for Local Economic Development as the initial Board of Directors of the Authority; and 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 WHEREAS , the Agreement permits any other local agency in the State of California to WHEREAS , the City desires to become an Associate Member of the Authority; WHEREAS , City Council of the City has adopted a resolution approving the Associate Membership Agreement and the execution and delivery thereof; WHEREAS , the Board of Directors of the Authority has determined that the City should become an Associate Member of the Authority; NOW, THEREFORE , in consideration of the above premises and of the mutual promises herein contained, the Authority and the City do hereby agree as follows: 1 4833-7301-9141.1 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 delivery of this Associate Membership Agreement by the City and the Authority, the City shall be and remain an Associate Member of the Authority. Section 2 . Restrictions and Rights of Associate Members. The City shall not have the right, as an Associate Member of the Authority, to vote on any action taken by the Board of 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 by virtue of the City being an Associate Member of the Authority. 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. 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. Section 5 . Execution of the Agreement. Execution of this Associate Membership Agreement and the Agreement shall satisfy the requirements of the Agreement and Article XII of the Bylaws of the Authority for participation by the City in all programs and other undertakings of the Authority. 2 4833-7301-9141.1 N WITNESS WHEREOF I, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above. CITY OF SANTA MONICA, a municipal corporation ATTEST: By: ______________________________ RICK COLE City Manager ______________________________ DENISE ANDERSON-WARREN Acting City Clerk APPROVED AS TO FORM: ______________________________ California Enterprise Development Authority MARSHA JONES MOUTRIE City Attorney By: ________________________________ GURBAX SAHOTA Chair Attest: Helen Schaubmayer, Asst. Secretary 3 4833-7301-9141.1 CALIFORNIA HOME FINANCE AUTHORITY AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (Original date July 1, 1993 and as last amended and restated December 10, 2014) THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT is entered into by and among the counties listed on Attachment 1 hereof and incorporated herein by reference. All such counties are referred to herein as "Members" with the respective powers, privileges and restrictions provided herein. RECITALS A.WHEREAS, the California Rural Home Mortgage Finance Authority was created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise 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 By Resolution 2003-02, adopted on January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. The most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004. B.WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm, clarify and revise certain provisions of the joint powers agreement, including the renaming of the joint powers authority, as set forth herein. C.WHEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement and rehabilitation of real property. D.WHEREAS, by this Agreement, the Members desire to create and establish a joint powers authority to exercise their respective powers for the purpose of financing the construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1.Definitions Unless the context otherwise requires, the following terms shall for purposes of this Agreement have the meanings specified below: "Act" means the Joint Exercise 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, including the Marks-Roos Local Bond Pooling Act of 1985, as amended. "Agreement" means this Joint Exercise of Powers Agreement, as the same now exists or as it may from time to time be amended as provided herein. "Associate Member" means a county, city or other public agency which is not a voting member of the Rural County Representatives of California, a California nonprofit corporation (RCRC), with legal power and authority similar to that of the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. means a committee made up of the nine-member Executive Committee. "Authority" means California Home Finance Authority formerly known as CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board" means the governing board of the Authority as described in Section 7 below. "Bonds" means 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. means the Supervisor designated by the governing board of each Member to serve on the Board of the Authority. means the nine-member Executive Committee of the Board established pursuant to Section 10 hereof. "Member" means any county which is a member of RCRC, has executed this Agreement and has become a member of the Authority. means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. or means any work, improvement, program, project or service undertaken by the Authority. "Rural County Representatives of California" or means the nonprofit entity incorporated under that name in the State of California. means an elected County Supervisor from an RCRC member county. 2.Purpose 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 provided herein, or otherwise authorized by the Act and other applicable laws, including assisting in financing as authorized herein, jointly exercised in the manner set forth herein. 3.Principal Place of Business The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento, California 95814. 4.Creation of Authority; Addition of Members or Associate Members a.The Authority is hereby created pursuant to the Act. As provided in the Act, the Authority shall be a public entity separate and distinct from the Members or Associate Members. b.The Authority will cause a notice of this Agreement or any amendment hereto to be prepared and filed with the office of the Secretary of State of California in a timely fashion in the manner set forth in Section 6503.3 of the Act. c.A county that is a member of RCRC may petition to become a member of the Authority by submitting to the Board a resolution or evidence of other formal action taken by its 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. d.An Associate Member may be added to the Authority upon the affirmative 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 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 and conditions for prospective Associate Members to the Authority as provided by resolution of the Board and as amended from time to time by the Board. Changes in the terms and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement. 5.Term and Termination of Powers This Agreement shall become effective from the date hereof until the earlier of the time when all Bonds and any interest thereon shall have been paid in full, or provision for such payment shall have been made, or when the Authority shall no longer own or hold any interest in a public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in no event shall the exercise of the powers herein granted be terminated until all Bonds so issued and delivered and the interest thereon shall have been paid or provision for such payment shall have been made and any other debt incurred with respect to any other financing program established or administered by the Authority has been repaid in full and is no longer outstanding. 6.Powers; Restriction upon Exercise a.To effectuate its purpose, the Authority shall have the power to exercise any and all powers of the Members or of a joint powers authority under the Act and other applicable provisions of law, subject, however, to the conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. The powers of the Authority are limited to those of a general law county. b.The Authority may adopt, from time to time, such resolutions, guidelines, rules and regulations for the conduct of its meetings and the activities of the Authority as it deems necessary or desirable to accomplish its purpose. c.The Authority shall have the power to finance the construction, acquisition, improvement and rehabilitation of real property, including the power to purchase, with the amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by any of its Members or Associate Members and other local agencies at public or negotiated sale, for the purpose set forth herein and in accordance with the Act. All or any part of such bonds so purchased may be held by the Authority or resold to public or private purchasers at public or negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of the Act. The Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its property or revenues as security to the extent permitted by resolution of the Board 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 secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, the internal resources, capital markets and other forms of private capital investment authorized by the Act.. d.The Authority is hereby authorized to do all acts necessary for the exercise of its powers, including, but not limited to: (1)executing contracts, (2)employing agents, consultants and employees, (3)acquiring, constructing or providing for maintenance and operation of any building, work or improvement, (4)acquiring, holding or disposing of real or personal property wherever located, including property subject to mortgage, (5)incurring debts, liabilities or obligations, (6)receiving gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, firms, corporations or governmental entities, (7)suing and being sued in its own name, and litigating or settling any suits or claims, (8)doing any and all things necessary or convenient to the exercise of its specific powers and to accomplishing its purpose (9)establishing and/or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and in buildings. The Authority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs. e.Subject to the applicable provisions of any indenture or resolution providing for the investment of monies held thereunder, the Authority shall have the power to invest any of its funds as the Board deems advisable, in the same manner and upon the same conditions as local agencies pursuant to Section 53601 of the Government Code of the State of California. 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 Board. g.Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and obligations of the Authority shall not be debts, liabilities and obligations of the Members or Associate Members. Any Bonds, together with any interest and premium thereon, shall not constitute debts, liabilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of the Authority but shall be payable solely from the moneys pledged to the repayment of principal or interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither the Members or Associate Members nor the Authority shall be obligated to pay the principal of or premium, if any, or interest on the Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Members or Associate Members or the Authority shall be pledged to the payment of the principal of or premium, if any, or interest on the Bonds, nor shall the Members or Associate Members of the Authority be obligated in any manner to make any appropriation for such payment. No covenant or agreement contained in any Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither the Board nor any officer thereof executing the Bonds or any document related thereto shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds. 7.Governing Board a.The Board shall consist of the number of Delegates equal to one representative from each Member. b.The governing body of each Member shall appoint one of its Supervisors to serve as a Delegate on the Board. A appointment of its Delegate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until he or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing body of the Member in the same manner provided in this paragraph b.. 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 rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to participate in the proceedings of the Board, and to vote upon any and all matters. No alternate may have more than one vote at any meeting of the Board, and any Memb designation of an alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the governing body of the Member in the same manner provided in this paragraph c.. d.Any person who is not a member of the governing body of a Member and who attends a meeting on behalf of such Member may not vote or be counted toward a quorum but may, at the discretion of the Chair, participate in open meetings he or she attends. e.Each Associate Member may designate a non-voting representative to the 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 shall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection with such service pursuant to rules approved by the Board and subject to the availability of funds. g.The Board shall have the power, by resolution, to the extent permitted by the Act 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 Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in the name and on behalf of the Board or the Authority. h.The Board may establish such committees as it deems necessary for any lawful purpose; such committees are advisory only and may not act or purport to act on behalf of the Board or the Authority. i.The Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. 8.Meetings of the Board a.The Board shall meet at least once annually, but may meet more frequently upon call of any officer or as provided by resolution of the Board. b.Meetings of the Board shall be called, noticed, held and conducted pursuant to the provisions of 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. 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. d.The lesser of twelve (12) Delegates or a majority of the number of current Delegates shall constitute a quorum for transacting business at any meeting of the Board, except that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote. 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. 9.Officers; Duties; Official Bonds a.The Board shall elect a chair and vice chair from among the Delegates at the annual meeting who shall serve a term of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of the Board and perform such other duties as may be specified by resolution of the Board. The vice chair shall perform such duties in the absence or in the event of the unavailability of the chair. b.The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to the Authority, and the President and Chief Executive Officer of RCRC shall serve as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of the Authority, the Executive Director is authorized to execute contracts and other obligations of the Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perform other duties specified by the Board. The Executive Director may appoint such other officers as may be required for the orderly conduct of the business and affairs who shall serve at the pleasure of the Executive Director. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the funds, from whatever source, and, as such, shall have the powers, duties and responsibilities 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. c.The Legislative Advocate for the Authority shall be the Rural County Representatives of California. d.The Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of the Authority, and a bond for such officer in the amount of at least one hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and filed with the Executive Director. Such bond may secure the faithful performance of such duties with respect to another public office if such bond in at least the same amount specifically mentions the office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. e.The business of the Authority shall be conducted under the supervision of the Executive Director by RCRC personnel. 10.Executive Committee of the Authority a.Composition The Authority shall appoint nine (9) members of its Board to serve on an Executive Committee. b.Powers and Limitations 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 quarterly and annual budgets, service as the Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of the Board. c.Quorum A majority of the Executive Committee shall constitute a quorum for transacting business of the Executive Committee. 11.Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of the Authority shall be distributed to the respective Members in such manner as shall be determined by the Board and in accordance with the law. 12.Agreement Not Exclusive; Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to carry out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. This Agreement shall not be deemed to amend or alter the terms of other agreements among the Members or Associate Members. 13.Conflict of Interest Code The Authority shall by resolution adopt a Conflict of Interest Code as required by law. 14.Contributions and Advances Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by any Member, Associate Member or any other public agency to further the purpose of this Agreement. Payment of public funds may be made to defray the cost of any contribution. Any advance may be made subject to repayment, and in that case shall be repaid in the manner agreed upon by the advancing Member, Associate Member or other public agency and the Authority at the time of making the advance. 15.Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses 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. b.Prior to the beginning of each fiscal year, the Board shall adopt a budget for the succeeding fiscal year. c.The Authority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles. The books and records of the Authority are public records and shall be open to inspection at all reasonable times by each Member and its representatives. d.The Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of the accounts and records of the Authority. The minimum requirements of the audit 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 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 the office is located) within 12 months after the end of the fiscal year. e.In any year in which the annual budget of the Authority does not exceed five thousand dollars ($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 years. 16.Duties of Members or Associate Members; Breach If any Member or Associate Member shall default in performing any covenant contained herein, such default shall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for the performance of all covenants hereof. Each Member or Associate Member hereby declares that this Agreement is entered into for the benefit of the Authority created hereby, and each Member or Associate Member hereby grants to the Authority the right to enforce, by whatever lawful means the Authority deems appropriate, all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. 17.Indemnification 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 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 connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18.Immunities All of the privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any of the Members or Associate Members when performing their respective functions, shall apply to them to the same degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of the Authority or while engaged in the performance of any of their functions or duties under the provisions of this Agreement. 19.Amendment This Agreement may be amended by the adoption of the amendment by the governing bodies of a majority of the Members. The amendment shall become effective on the 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, including the text of the proposed change, shall be given by the Board to each Delegate for presentation and action by each Member's board within 60 days, which time may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring formal amendment of the Agreement by the Authority Board of Directors. 20.Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in the Authority shall 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 dissolution of the Authority as long as any Bonds or other obligations of the Authority remain outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted by the Member's governing body which authorizes withdrawal is received by the Authority. Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority shall not operate to relieve any terminated or withdrawing Member or Associate Member from Obligations incurred by such terminated or withdrawing Member or Associate Member prior to the time of its termination or withdrawal. 20.Miscellaneous a.Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. b.Construction. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. c.Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. 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 brought in Sacramento County, California. 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, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreement. f.Successors; 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, no Member may assign any right or obligation hereunder without the consent of the Board. g.Severability. Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 CITY OF SANTA MONICA, a municipal corporation ATTEST: By: ______________________________ RICK COLE ______________________________ City Manager DENISE ANDERSON-WARREN Acting City Clerk APPROVED AS TO FORM: ______________________________ MARSHA JONES MOUTRIE GOLDEN STATE FINANCE City Attorney AUTHORITY (formerly California Home Finance Authority) By: ________________________________ Name: ______________________________ Title: _______________________________ AFTER EXECUTION, PLEASE SEND TO : Golden State Finance Authority (formerly California Home Finance Authority) 1215 K Street, Suite 1650 Sacramento, CA 95814 ATTACHMENT 1 CALIFORNIA HOME FINANCE AUTHORITY MEMBERS As of December 10, 2014 Alpine County Amador County Butte County Calaveras County Colusa County Del Norte County El Dorado County Glenn County Humboldt County Imperial County Inyo County Lake County Lassen County Madera County Mariposa County Mendocino County Merced County Modoc County Mono County Napa County Nevada County Placer County Plumas County San Benito County Shasta County Sierra County Siskiyou County Sutter County Tehama County Trinity County Tuolumne County Yolo County Yuba County Reference: Resolution Nos.1093910943 (CCS) Agreement Nos.10267&10268 (CCS)