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HomeMy WebLinkAboutAdopt Resolution Nos. 2016-03, 2016-04, 2016-05 and 2016-06 4 _ grene 9/15/17 l Re: Notice of Change of Address Dear Sir or Madam: This letter is to give notice of a change in location of Ygrene Energy Fund California, LLC's executive office to be effective as of April 30, 2017. Effective April 30, 2017 please send all written notices, communications or other correspondence to the following address: Ygrene Energy Fund California, LLC 2100 S. McDowell Blvd Petaluma,CA 94954 Please keep a copy of this letter in your files and let us know if you have any questions. Thank you for your tte n to this matter. Mike Le Senior Vice President Ygrene Energy Fund California,LLC govemment.relations@ygrene.com i� I� 2100 S.MCDOWELL BLVD.,`PETALUMA,CA 94954 707.236.6655 WWW.YGRENEWORKS.COM a Jip'. Golden State Finance Authority(GSFA) 1215 K Street,Suite 1650 Sacramento,California 95814 STATEPhone:(855)740-8422 Fax: (916)444-3219 www.gsfahome.org Finance Authority June 21, 2017 City of Huntington Beach City Clerk Office 2000 Main Street C= M Huntington Beach, CA 92648 �1V r Re: Request for Certified Copy of Resolution No. 2016-05 w w Dear City Clerk, Golden State Finance Authority, formerly known as California Home Finance Authority, is a joint powers authority and a duly constituted public entity and agency existing under and by virtue of Articles 1 through 4 of Chapter 5, Division 7 of Title 1 of the California Government Code. On January 19, 2016, your City Council adopted Resolution No. 2016-05 approving your City's membership in California Home Finance Authority (now Golden State Finance Authority) and authorizing properties in the City to participate in the California Home Finance Authority Community Facilities District No. 2014-1 (Clean Energy), which is a PACE financing district. The Property Tax Division in the Orange County Auditor-Controller's Office requires us to provide a certified copy of the City Council's resolution as part of adding the GSFA special tax increment to the property tax roll for participating properties in your city. We would appreciate your mailing as soon as possible (and preferably no later than July 7th) a certified copy of Resolution No. 2016-05 to our Property Tax Administrator, Willdan Financial Services, at the following address: Willdan Financial Services Attn: Beatrice Medina, Project Manager 27368 Via Industrial, Suite 200 Temecula, CA 92590 Please contact me should you have questions. Thank you in advance for your assistance. Very truly yours, Craig erguson Vice President City of Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 ,emu (714) 536-5227 ♦ www.huntingtonbeachca.gov jgp9`p Office of the City Clerk Robin Estanislau, City Clerk June 26, 2017 Willdan Financial Services Attn: Beatrice Medina, Project Manager 27368 Via Industria, Suite 200 Temecula, CA 92590 Dear Ms. Medina: Enclosed for your records is the requested certified copy of Resolution No. 2016-05, "A Resolution of the City Council of the City of Huntington Beach California Consenting to Inclusion of Properties Within the City's Jurisdiction in the California Home Finance Authority Community Facilities District No 2014-1 (Clean Energy) to Finance Renewable Energy Improvements, Energy Efficiency and Water Conservation Improvements and Electric Vehicle Charging Infrastructure and Approving Associate Membership in the Joint Exercise of Powers Authority Related Thereto." Sincerely, Robin Estanislau, CMC City Clerk RE:pe Enclosure CC: Golden State Finance Authority, Craig Ferguson, Vice President Dept ID AD-16-001 Page 1 of 5 Meeting Date 1/19/2016 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION R MEETING DATE: 1/19/2016 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Ken Domer, Assistant City Manager Antonia Graham, Energy and Sustainability Projects Manager SUBJECT: Adopt Resolution Nos 2016-03, 2016-04, 2016-05 and 2016-06 authorizing the Property Assessed Clean Energy (PACE) Program approval Statement of Issue In April 2014, City Council, approved membership in the Home Energy Renovation Program (HERO) which simplified the process of financing energy and water efficiency measures for Huntington Beach property owners through property assessed clean energy programs (PACE) Since that time, PACE programs have changed to address concerns regarding financing and loan positions and, on November 16, 2015 the Council voted to increase consumer choice by expanding the choice of PACE programs Through this item, three additional providers will become available to residents and business owners in the City Financial Impact There is no financial impact to the City i Recommended Action 1 Adopt Resolution 2016-03, "A Resolution of the City Council of the City of Huntington Beach Approving Associate Membership by the City in the California Enterprise Development Authority, Authorizing and Directing the Execution of an Associate Membership Agreement Relating to Associate Membership of the City in the Authority, Authorizing the City to Join the Figtree PACE Program, and Authorizing Related Actions," including Exhibit A, "Associate Membership Agreement By and Between the California Enterprise Development Authority and the City of Huntington Beach" and Exhibit B, "Indemnification Agreement By and Between The City of Huntington Beach and Figtree Company, Inc" and, 2 Adopt Resolution 2016-04, "Resolution Authorizing the City Council of the City of Huntington Beach Authorizing the City to Join the CaliforniaFIRST Program, Authorizing the California Statewide Communities Development Authority to Conduct Contractual Assessment Proceedings Within the Incorporated Territory of the City, and Authorizing Related Actions," including "Indemnification Agreement By and Between the City of Huntington Beach and Renewable Funding LLC," and, 3 Adopt Resolution 2016-05, "A Resolution of the City Council of the City of Huntington Beach California Consenting to Inclusion of Properties Within the City's Jurisdiction in the California Home Finance Authority Community Facilities District No 2014-1 (Clean Energy) to Finance Renewable Energy Improvements, Energy Efficiency and Water Conservation Improvements and Electric Vehicle Charging Infrastructure and Approving Associate HB -99- Item 5. - I Dept ID AD-16-001 Page 2 of 5 Meeting Date 1/19/2016 Membership in the Joint Exercise of Powers Authority Related Thereto," Including Exhibit A, "California Home Finance Authority" and Exhibit B, "Indemnification and Insurance Agreement By and Between the City of Huntington Beach and Ygrene Energy Fund CA, LLC," and, 4 Adopt Resolution 2016-06, "A Resolution of the City Council of the City of Huntington Beach California, Consenting to Inclusion of Properties Within the City's Jurisdiction in the California Home Finance Authority Program to Finance Renewable Energy Generation, Energy and Water Efficiency Improvements and Electric Vehicle Charging Infrastructure and Approving Associate Membership in the Joint Exercise of Powers Authority Related Thereto," including Exhibit A, "California Home Finance Authority," and 5 Authorize the Mayor, City Clerk and City Manager to execute all appropriate documents in furtherance of Resolution Nos 2016-03, 2016-04, 2016-05 and 2016-06 Alternative Action(s) Do not approve the recommended action and direct staff how to proceed Analysis California Assembly Bill (AB) 811 and AB 474 authorize PACE financing whereby legislative bodies may designate areas within which authorized public officials and willing property owners may enter into voluntary contractual assessments for the purpose of financing the installation of distributed generation renewable energy sources such as solar panels, energy efficiency improvements, and water efficiency improvements that are permanently affixed to real property In April 2014, City Council approved Resolution No 2014-14 consenting to the inclusion of properties within the City's jurisdiction to enter into PACE financing through the Home Energy Renovation Opportunity (HERO) program To date, the HERO program has funded 177 projects with a value of$3,640,650 (see attached HERO snapshot) All four providers (Ygrene, Figtree, CaliforniaFIRST, and HERO) use private sector capital to provide property owners with funding Property owners are best served when multiple PACE programs are allowed to operate While the core service provided by each of these companies appears to be similar, each has a different approach that may make their business model more or less beneficial to different property owners Additionally, the interest rates offered by these companies will vary over time, no different than identifying who provides the lowest interest rates on mortgages, auto loans or any other loan available in the marketplace The supply and demand of the marketplace determines which companies offer the best services to meet the needs of Huntington Beach property owners The benefits to property owners include ➢ Access to funds for home improvement efficiency measures— In today's economic environment, alternatives for property owners to finance renewable energy, energy efficiency, and water conservation improvements may not be available Therefore, many property owners do not have options available to them to lower their utility costs ➢ Savings — Renewable energy, energy efficiency, and water conservation improvements help lower utility costs In addition, the interest paid may be tax-deductible ➢ Payment obligation is tied to the property — The debt does not need to be repaid when the property is sold or transferred The new owner assumes the obligation to repay the remaining balance with the property taxes ➢ Voluntary— Property owners choose to participate in the program at their own discretion Item 5. - 2 HB -100- Dept ID AD-16-001 Page 3 of 5 Meeting Date 1/19/2016 ➢ Repayment obligation matched to the useful life of the financed Improvements —The length of the financing is based on the expected useful life of the Improvements, the term can range from five (5) years to twenty-five (25) years ➢ Prepayment Options — Property owners can pay off the assessments at any time However, there may be applicable prepayment penalties and the program administrators review these terms with prospective participants ➢ Property owner's personal credit is not involved — The amount financed is based on the assessed value of the subject property and doesn't involve the borrowers' personal financial rating or FICO score Commercial property owners appreciate the "off-balance-sheet" financing that does not impact their capacity to borrow for other business needs ➢ Increased Property Values — More efficient properties are typically worth more and sell more quickly ➢ Improved Quality of Life — Property owners benefit from improvements such as more effective cooling provided by new air conditioning units and less outside noise when double- paned windows are installed The benefits to the City include ➢ Increase in local jobs ➢ An increase in property values (energy efficient homes and buildings are valued higher than those without efficiency measures) ➢ An increase in sales and property tax revenue ➢ As in conventional assessment financing, the City is not obligated to repay the bonds or to pay any delinquent assessments levied on the participating properties ➢ All program and assessment administration, bond issuance, and bond administration functions are the responsibility of the respective PACE program staff ➢ Little, if any, City staff time is needed to participate in the program Although the City could provide property owners with access to this type of financing by establishing its own PACE program, it is quicker, easier, and much less expensive to join an existing PACE program The Fiqtree PACE Program Founded in 2011, the Figtree PACE Program is sponsored by CEDA, a joint powers authority The Figtree PACE Program concentrates on commercial, industrial, retail, and multi-family properties To date, Figtree has provided $5 million in PACE financing to California commercial property owners The proposed resolution enables the Figtree PACE Program to be made available to owners of property within the City to finance energy and water efficiency improvements The CaliforniaFIRST PACE Program Founded in 2009, the CaliforniaFIRST PACE Program was created and approved by the California Statewide Community Development Authority (CSCDA) The City is currently a member of this Joint Powers Authority The commercial portion of CaliforniaFirst went live in 2012 and, to date, has provided $3 million in PACE financing to California residential property owners The proposed resolution enables CaliforniaFIRST PACE Program to be made available to owners of property within the City to finance energy and water efficiency improvements California Home Finance Authority (Ygrene) Founded in 1993, California Home Finance Authority (CHF) contracts with Ygrene Energy Fund to serve as the program administrator and operate the Ygrene Works for California PACE financing program CHF has established two PACE programs under the legislative authority of two separate PACE laws xB -1 0 1- Item 5. - 3 Dept ID AD-16-001 Page 4 of 5 Meeting Date 1/19/2016 SIB 555 PACE Community Facilities District — Senate BIII 555 amended the Mello-Roos Community Facilities Act, set forth in sections 53311 through 53368 3 of the California Government Code and particularly in accordance with sections 53313 5(I) and 53328 1(a) of the Mello-Roos Act, to allow for the creation of Community Facilities Districts (CFDs) for the purpose of financing or refinancing the acquisition, Installation, and Improvement of energy efficiency, water conservation, renewable energy, and electric vehicle charging Infrastructure Improvements permanently affixed to private or publicly owned real property Individual properties can be annexed into the district and be subject to the special tax that is imposed to repay project financing only if (a) the Council adopts a resolution consenting to the inclusion of parcels in the incorporated areas of the City within the CFD and (b) each participating owner provides its unanimous written approval for annexation of its property into the PACE CFD It is important to note that this Request for Council Action only provides for individual property owners to choose this method of assessment It does not open the City up to any other form of Mello-Roos assessment or requirement AB 811 PACE Contractual Assessment Program — AB 811 added Chapter 29 to the Improvement Bond Act of 1911 (Division 7 of the California Streets and Highways Code) which authorized cities and counties to establish voluntary contractual assessment programs for the purpose financing private property improvements that promote renewable energy, energy generation, energy and water efficiency, and electric vehicle charging infrastructure As with the SB 555 CFD, properties can be annexed into the AB 811 PACE program and be subject to the property tax assessment that is imposed to repay project financing only if (a) the Council adopts a resolution consenting to the inclusion of parcels in the incorporated areas of the City within the program and (b) each participating owner consents in writing to the annexation of its property into the PACE program Non-PACE Energy Efficiency Financing Options Prior to considering how to finance a project, property owners should first conduct a comprehensive energy audit of their home Huntington Beach property owners can learn more about energy audits and building science through the Community Home Energy Retrofit Project (CHERP - http//www cherphuntingtonbeach net/) The goal of the CHERP program is to help homeowners reduce the energy consumption of their homes by making effective whole-house energy efficiency improvements These audits include an assessment of all existing energy systems and the building envelope A whole-house, total energy systems approach is used (taking into account energy efficiency loading order) Contractors who conduct the audit are able to provide a comprehensive report which identifies projects that will tighten-up a building envelope and identify other efficiency measures (e g solar, turf removal, etc ) that could benefit the property Once these projects are identified, a property owner is now armed with the information to make informed decisions regarding upgrade projects The biggest issue for those considering energy-efficient upgrades is usually the upfront cost In addition to PACE financing, residents can choose from a myriad of energy and water efficiency rebate/financing options The following are some options available to Huntington Beach property owners ➢ Single Family Loan Programs ➢ On-Bill Financing Repayment Programs ➢ Energy Efficient Mortgages ➢ FHA PowerSaver Loans ➢ PowerSaver Home Energy Upgrade ➢ SCE and Gas Company Rebate Programs ➢ Energy Upgrade California Item 5. - 4 HB -102- Dept ID AD-16-001 Page 5 of 5 Meeting Date 1/19/2016 ➢ Federal Tax Credits ➢ Solar Programs The City of Huntington Beach seeks to offer property owners a "menu" of options when it comes to financing efficiency measures In the end, it is up to the property owner to decide if a PACE style loan or other mechanism meets their needs PACE financing is one of many options property owners are offered to finance efficiency measures It is ultimately the responsibility of the property owner to research and decide which financing mechanism best suits their needs Environmental Status Not applicable Each respective Joint Powers Authority serves as the lead agency under the California Environmental Quality Act Strategic Plan Goal Improve quality of life Attachment(s) 1 Resolution 2016-03, "A Resolution of the City Council of the City of Huntington Beach Approving Associate Membership by the City in the California Enterprise Development Authority, Authorizing and Directing the Execution of an Associate Membership Agreement Relating to Associate Membership of the City in the Authority, Authorizing the City to Join the Figtree PACE Program, and Authorizing Related Actions" including Exhibit A, "Associate Membership Agreement By and Between the California Enterprise Development Authority and the City of Huntington Beach" and Exhibit B, "Indemnification Agreement By and Between The City of Huntington Beach and Figtree Company, Inc " 2 Resolution 2016-04, "Resolution Authorizing the City Council of the City of Huntington Beach Authorizing the City to Join the CaliforniaFIRST Program, Authorizing the California Statewide Communities Development Authority to Conduct Contractual Assessment Proceedings Within the Incorporated Territory of the City, and Authorizing Related Actions" including "Indemnification Agreement By and Between the City of Huntington Beach and Renewable Funding LLC " 3 Resolution 2016-05, "A Resolution of the City Council of the City of Huntington Beach California Consenting to Inclusion of Properties Within the City's Jurisdiction in the California Home Finance Authority Community Facilities District No 2014-1 (Clean Energy) to Finance Renewable Energy Improvements, Energy Efficiency and Water Conservation Improvements and Electric Vehicle Charging Infrastructure and Approving Associate Membership in the Joint Exercise of Powers Authority Related Thereto" including Exhibit A, "California Home Finance Authority" and Exhibit B, "Indemnification and Insurance Agreement By and Between the City of Huntington Beach and Ygrene Energy Fund CA, LLC " 4 Resolution 2016-06, "A Resolution of the City Council of the City of Huntington Beach California, Consenting to Inclusion of Properties Within the City's Jurisdiction in the California Home Finance Authority Program to Finance Renewable Energy Generation, Energy and Water Efficiency Improvements and Electric Vehicle Charging Infrastructure and Approving Associate Membership in the Joint Exercise of Powers Authority Related Thereto " 5 HERO Snapshot xB -10-3- Item 5. - 5 ATTACHMENT # 1 RESOLUTION NO 2016-03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING ASSOCIATE MEMBERSHIP BY THE CITY IN THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, AUTHORIZING AND DIRECTING THE EXECUTION OF AN ASSOCIATE MEMBERSHIP AGREEMENT RELATING TO ASSOCIATE MEMBERSHIP OF THE CITY IN THE AUTHORITY, AUTHORIZING THE CITY TO JOIN THE FIGTREE PACE PROGRAM; AND AUTHORIZING RELATED ACTIONS WHEREAS, the City of Huntington Beach, California(the "City"), is a municipal corporation, duly organized and existing under the Constitution and the laws of the State of California; and The City may pursuant to Chapter 5 of Division 7 of Title 1 of the Goveinment Code of the State of California, commencing with Section 6500 (the "JPA Law") enter into a joint exercise of powers agreement with one or more other public agencies pursuant to which such contracting parties may jointly exercise any power common to them; and The City and other public agencies wish to jointly participate in economic development financing programs for the benefit of businesses and nonprofit entities within their jurisdictions offered by membership in the California Enterprise Development Authority (tile"CEDA") pursuant to an associate membership agreement and Joint Exercise of Powers Agreement Relating to the California Enterprise Development Authority (the "Agreement"), and The CEDA is a joint exercise of powers authority, comprised of cities and counties in the State of California which will include tine City of Huntington Beach (the "City"), and Undet the JPA Law and the Agreement, CEDA is a public entity separate and apart from the patties to the Agreement and the debts, liabilities and obligations of CEDA will not be the debts, liabilities of obligations of the City or the other members of CEDA, and The fotin of Associate Membership Agreement (the "Associate Membership Agreement") between the City and CEDA is attached, and The City is willing to become an Associate Membet of the Authority subject to the provisions of the Associate Membership Agreement, and CEDA has adopted the Figtree Ptoperty Assessed Clean Energy (PACE) and Job Creation Piogiam (the "Ptogiam" or"Figtree PACE"), to allow the financing of certain renewable energy, energy efficiency and water efficiency improvements (the "Improvements") through the levy of coati actual assessments pursuant to Chapter 29 of Division 7 of the Streets & Highways Code ("Chaptet 29"), and tine issuance of improvement bonds or other evidences of indebtedness (the "Bonds") under the Imptovement Bond Act of 1915 (Streets & Highways Code Sections 8500 et seq ) (the "1915 Act") upon the security of the unpaid contractual assessments, and 15-5020/129387 1 Resolution No . 2016-03 Chapter 29 piovides that assessments may be levied under its provisions only with the free and willing consent of the owner of each lot or parcel on which an assessment is levied at the time the assessment is levied; and The City desires to provide the owners of property ("Participating Parcel") within its jurisdiction ("Participating Property Owners") the ability to voluntaidy participate in Figtree PACE, and CEDA has indicated they will conduct any necessary assessment proceedings under Chapter 29, and The City author izes CEDA to include property owner s in its jui isdiction, which shall be the City's official boundaries of record at time of adoption of this Resolution, that wish to voluntarily participate in the Program to finance the Improvements in connection with Fighee PACE, and To protect the City in connection with operation of the Figtree PACE program, Figtree Eneigy Financing (the program administiatoi) has agreed to enter into an Indemnification Agreement to defend and indemnify the City releasing the City from legal liability related to this resolution; and NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows: Section 1 The City Council hereby finds and declares that the actions authorized by this resolution will benefit the health, safety and welfare of the City The City Council further finds that the statements, findings and determinations of the City set forth in the pieambles above aie true and correct Section 2 The Mayor of the City, the City Manager, the City Clerk and other officials of the City are each hereby authorized and directed, for and on behalf of the City, to execute and deliver the Associate Membership Agieement and Indemnification Agreement in substantially the form attached to this resolution, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof Section 3 The City Manager or designee is hereby authorized and directed to do any and all things and to execute and delivei any and all documents which they may deem necessary or advisable in order to consummate, carry out, give effect to and comply with the terms and intent of this resolution and the Indemnification and Associate Membership Agreement. Section 4 City Council hereby finds and deteimines that the Piogram will provide significant public benefits, including without limitation, savings in water and electricity utility charges. 15-5020/129387 2 Resolution No . 2016-03 Section 5 Assessment Proceedmy-s In connection with Fighee PACE, the City hereby consents to the special assessment proceedings that were conducted by CEDA pursuant to Chapter 29 on any property within the Boundaries, provided that (1) Such proceedings were conducted pursuant to one or more Resolutions of Intention, (2) The Participating Property Owners, who shall be the legal owners of such property, voluntarily 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 (3) CEDA will enter into an agreement to indemnify and hold harmless the City for any liability resulting from this resolution including the conduct of any assessment proceedings, the levy of assessments, any required remedial action to the case of delinquencies in such assessment payments, or the issuance, sale or administration of the Bonds in connection with Figtree PACE Section 6 Indemnification The City Council acknowledges that Figtree has provided the City with an indemnification agreement, as shown in Exhibit B, for any type of liability as a result of the acts or omissions of Figtree, its officers, employees, subcontractors and agents or any liability related to this program. The City Council hereby authorizes the City Manager or designee to execute and deliver the Indemnification Agreement to Figtree. Section 7 City Contact Designation The City Manager is hereby authorized and directed to make applications for Figtree PACE available to all property owners who wish to finance Improvements The City Manager or designee is designated as the contact person for CEDA in connection with Figtree PACE. Section 8 CE A The City Council hereby finds that adoption of this resolution is not a"project" under the California Environmental Quality Act ("CEQA"), 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) Section 9 Effective Date This resolution shall take effect immediately upon its adoption The City Clerk is hereby authorized and directed to transmit a certified copy of this resolution to Figtree Energy Financing 15-5020/129387 3 Resolution No . 2016-03 Section 10 Costs Services related to the formation and administration of the assessment district will be provided by CEDA at no cost to the City PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19 t h day of January 2016 6 Ashj- 4 yo REVIE ND APPROVED APPROVED AS ORM rty Manager' City Attorney t W 1-13-16 I IATED A D A OVED: Assistant anager 15-5020/129387 4 Exhibit A ASSOCIATE MEMBERSHIP AGREEMENT by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and the CITY OF HUNTINGTON BEACH, CALIFORNIA THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership Agreement"), dated as of `,Ti4wu.My /9 , 2016 by and between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the CITY OF HUNTINGTON BEACH, CALIFORNIA, a municipal corporation, duly organized and existing under the laws of the State of California(the"City"), WITNESSETH: WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member" and collectively, the "Members"), have entered into a Joint Powers Agreement, dated as of June 1, 2006 (the"Agreement"), establishing the Authority and prescribing its purposes and powers, and 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 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 The Agreement permits any other local agency in the State of California to join the Authority as an associate member(an "Associate Member"), and The City desires to become an Associate Member of the Authority, and The City Council of the City has adopted a resolution approving the Associate Membership Agreement and the execution and delivery thereof, and 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: 15-5020/129219 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. 15-5020/129219 2 IN WITNESS WHEREOF, 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. CALIFORNIA ENTERPRISE DEVEL7 NT U H TY By:- Gurbax Saho Chair Board of Directors Att t: G� Sc�a�bc�la�.r Asst. Secre CITY OF HUNTINGTON BEACH, CALIFORNIA By: Mayo Attest: . 1 City C Initiated d Approv COUNTERPART B ssistant City ger ,' Approved as to Fo By: City Attorney A -(3 1 1"-, Reviewed and AD Droved: By: it�Yanager 15-5020/129219 3 IN WITNESS WHEREOF, 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. CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY By: Gurbax Sahota, Chair Board of Directors Attest. Michelle Stephens,Asst. Secretary CITY OF HUNTINGTON BEACH, CALIFORNIA BY 6 A Aj- A4 -/ZA Mayo Attest City Cik Initiated d Approv B ssistant City ger Approved as to Fo By City Attorney AV ►-13-)(o R iewed and Ap roved: By. it anager 15-5020/129219 3 Exhibit B INDEMNIFICATION AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND FIGTREE COMPANY, INC. This Indemnification Agreement(the "Agreement") is entered into by and between the City of Huntington Beach, a municipal corporation or political subdivision, duly organized and existing under the laws of the State of California(the "Public Entity") and Figtree Company, Inc , a California corporation, the administrator of the Figtree Property Assessed Clean Energy and Job Creation Program(the "Administrator"), which is a program of the California Enterprise Development Authority, a California joint exercise of powers authority(the"Authority") RECITALS WHEREAS,the Authority is a joint exercise of powers authority whose members include the Public Entity in addition to other cities and counties in the State of California, and The Authority established the Figtree Property Assessed Clean Energy and Job Creation Program(the "Figtree PACE Program") to allow the financing of certain renewable energy, energy efficiency and water efficiency improvements that are permanently affixed to real property through the levy of assessments voluntarily agreed to by the participating property owners pursuant to Chapter 29 of Division 7 of the Streets and Highways Code ("Chapter 29") and the issuance of improvement bonds, or other forms of indebtedness, under the Improvement Bond Act of 1915 upon the security of the unpaid assessments; and The Authority has conducted or will conduct proceedings required by Chapter 29 with respect to the territory within the boundaries of the Public Entity; and The legislative body of the Public Entity adopted or will adopt a resolution authorizing the Public Entity to join the Figtree PACE Program, and The Public Entity will not liable in any way for damages in law or equity related to the formation, operation and administration of the Figtree PACE Program as well as the sale and issuance of any bonds or other forms of indebtedness in connection therewith, including the conducting of assessment proceedings, the levy and collection of assessments and any remedial action in the case of such assessment payments, and the offer, sale and administration of any bonds issued by the Authority on behalf of the Figtree PACE Program or otherwise g1ly claims regarding creation,unplementation or involvement in the Figtree PACE Program, and Figtree Company, Inc. agrees to indemnify the Public Entity for any and all operations of the Figtree PACE Program as set forth herein 15-5020/129160 2 1 NOW,THERFORE, in consideration of the above promises and of the Public Entity's agreement to join the Figtree PACE Program, the parties agree as follows: 1 . Indemnification. Figtree has provided the CEDA with an indemnification for negligence or malfeasance of any type as a result of the acts or omissions of Figtree, its officers, employees, subcontractors and agents, arising from or related to the Figtree PACE Program, the assessments, the assessment districts, the improvements or the financing and marketing thereof Figtree agrees to defend, indemnify and hold harmless the Public Entity, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys' fees, for injury or damage due to any type claims as a result of the acts or omissions of Figtree, except for such loss or damage which was caused by the sole negligence or willful misconduct of the Public Entity This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as limitation upon the amount of indemnification to be provided by Figtree a Workers' Compensation Insurance - Pursuant to California Labor Code Section 1861, Figtree acknowledges awareness of Section 3700 et seq of this Code, which requires every employer to be insured against liability for workers' compensation; Figtree covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Figtree shall obtain and furnish to Public Entity workers' compensation and employer"s liability insurance in an amount of not less than the State statutory limits. Figtree shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees Figtree shall furnish to Public Entity a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Figtree shall similarly require all subcontractors to waive subrogation. b . General Liability Insurance — In addition to the workers' compensation and employer's liability insurance and Figtree's covenant to defend, hold harmless and indemnify Public Entity, Figtree shall obtain and furnish to Public Entity, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service This policy shall indemnify Figtree, its officers, employees and agents while acting with the scope of their duties, against any and all claims arising out or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service This policy shall name Public Entity, its officers, elected or 4825-8409-6773 1 2 appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Figtree's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention. Any deductible in excess of$5,000 must be approved by Public Entity c . Automobile Liability Insurance— Figtree shall obtain and furnish to Public Entity an automotive liability insurance policy covering the work performed by it hereunder This policy shall provide coverage for Figtree's automotive liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement The above mentioned insurance shall not contain a self-insured retention, "deductible" or any other similar form of limitation on the required coverage in excess of $1,000 without the express written consent of Public Entity. d Certificate of Insurance — Prior to commencing performance of the work hereunder, Figtree shall furnish to Public Entity a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall i Provide the name and policy number of each carrier and policy, ii. State that the policy is currently in force, and iii. Promise that such policy shall not be suspended, voided, or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice, however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium Figtree shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by the Public Entity The requirement for carrying the foregoing insurance coverage shall not derogate from Figtree's defense, hold harmless and indemnification obligations as set forth in this Agreement Public Entity or its representative shall at all times have the right to demand the original or a copy of the policy of insurance Figtree shall pay, in prompt and timely manner, the premiums on the insurance heremabove required 4825-8409-6773 1 3 2. Amend men t/Interpretation of this Agreement. This Agreement represents the entire understanding of the parties as to those matters contained herein No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. This Agreement shall not be interpreted for or against any party by reason of the fact that such parry may have drafted this Agreement or any of its provisions 3. Section Headings. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose 4. Waiver. No waiver of any of the provisions of this Agreement shall be binding unless in the form of writing signed by the party against whom enforcement is sought, and no such waiver shall operate as a waiver of any other provisions hereof(whether or not sinular), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof 5. Severability and Governing Law. If any provision or portion thereof of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts made and to be performed in California 6. Notices. All notices, demands and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed certified or registered mail and addressed as follows: If to the Admnmstrator Figtree Company, Inc. 9915 Mira Mesa Blvd., Suite 130 San Diego, California 92131 Attn: Chief Executive Officer If to the Public Entity City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Antonia Graham 7. CountelMarts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, which together shall constitute the same instrument 8. Effective Date. This Agreement will be effective as of the date of the signature of Public Entity's representative as indicated below in the signature block 4825-8409-6773 1 4 IN WITNESS HEREOF,the parties hereto duly executed this Agreement as of the date below. FIGTREE COMPANY, INC., CITY OF HUNTINGTON BEACH, A C ' ornia corporation a municipal corporation of the State of California By: Ci ger print name ITS: (circle one) Chairman/President/Vice President C&O APPROVED AS RM: AND 1ty orney JA < ST M- print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary- Treasurer 'D1R�-cjOg OC FIWAW(-E COUNT T 4825-8409-6773.1 5 IN WITNESS HEREOF, the parties hereto duly executed this Agreement as of the date below. FIGTREE COMPANY, INC., CITY OF HUNTINGTON BEACH, A California corporation a municipal corporation of the State of California By Ci ger print name ITS (circle one) Chairman/President/Vice President APPROVED AS RM: AND By ity orney A1�1/ ,13•/(o print name ITS (circle one) Secretary/Chief Financial Officer/Asst Secretary- Treasurer 4825-8409-6773 1 5 Res. No. 2016-03 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on January 19, 2016 by the following vote AYES: Posey, O'Connell, Katapodis, Hardy, Delgleize NOES: Sullivan, Peterson ABSENT: None ABSTAIN: None City CllVk and ex-office Clerk of the City Council of the City of Huntington Beach, California fit City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 An � a, (714) 536-5227 ♦ www.huntingtonbeachea.gov ° office of the City Clerk EB n 1909 P e / Joan L. Flynn, City Clerk February 1, 2016 James Stout 9915 Mira Mesa Blvd , Ste 130 San Diego, CA 92131 Dear Mr Stout Enclosed are two certified copies of Resolution No 2016-03 which include the Associate Membership Agreement with the California Enterprise Development Authority and the Indemnification Agreement with Figtree Company, Inc Upon complete execution, please return a copy to us Please mail the document to Joan L Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Feel free to contact me if there are any questions or concerns at (714) 536-5404 Thank you very much for your assistance Sincerely, Joan L Flynn, CIVIC City Clerk JF pe Enclosure Sister Cities Anjo,Japan ♦ Wartakere,New Zealand ATTACHMENT #2 RESOLUTION NO. 2016-04 RESOLUTION AUTHORIZING THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE CITY TO JOIN THE CALIFORNIAFIRST PROGRAM, AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO CONDUCT CONTRACTUAL ASSESSMENT PROCEEDINGS WITHIN THE INCORPORATED TERRITORY OF THE CITY, AND AUTHORIZING RELATED ACTIONS WHEREAS, the California Statewide Communities Development Authority ("California Communities") is a joint exercise of powers authority, the members of which include numerous cities and counties in the State of California, including the City of Huntington Beach (the "City"), and California Communities represented that it has established the CalifonniaFIRST pnogrann (the "CaliforniaFIRST Progrann provides financing for certain improvements authorized by Chapter 29 of Division 7 of the Streets & Highways Code ("Chapter 29"), Streets & Highways Code Sections 5898 et seq , including, but not limited to, renewable energy, energy efficiency and water efficiency improvements and seismic strengthening improvements (the "Improvements") through the levy of assessments if a property owner voluntarily enters into a contract; and Chapter 29 provides that assessments may be levied on a parcel only with the consent of the owner of each parcel owner; and The City desires to provide owners of property ("Participating Property Owners") within the incorporated terrntony of the City the ability to participate in the CalifornnaFIRST Program, and California Communities has agreed it has or will conduct assessment proceedings required by Chapter 29, and The City through a separate Indernnrfncation Agreement with California Communities will be indemnified and not be responsible for the conduct of any assessment proceednngs, the levy or collection of assessments or any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale or administration of the Bonds on any other bonds issued in connection with the CalifornnaFIRST Program or any liability related to this resolution, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows- Section 1 This City Council hereby finds and declares that pnopertres within the City's boundaries will benefit fiom the CaliforniaFIRST Financing Program 1 15-5020/129418 Resolution No . 2016-04 Section 2 In connection with the CaliformaFIRST Program, the City hereby consents to California Communities conducting special assessment proceedings pursuant to Chaptei 29 on any property within its jurisdiction provided, that (1) The Participating Property Owners, who shall be the legal owners of such property, execute a contract pursuant to Chaptei 29 and comply with other applicable provisions of California law in oidei to accomplish the valid levy of assessments; and (2) California Cormmunities indemnifies the City such that the City is not liable for any actions taken in furtherance of this Resolution, including for the conduct of any assessment proceedings, the levy or collection of assessments or any required remedial action in the case of delinquencies in such assessment payments, or the issuance, sale or administration of the Bonds of any other bonds issued in connection with the CaliforniaFIRST Program or any liability whether in law of equity related to this resolution. Section 3 Pursuant to the requirements of Chapter 29, California Communities has repr esented that it agreed to prepay e and will update fr om time to time the "Pi ogi am Report" for the CaliforniaFIRST Program (the "Program Report"), and California Communities will undertake assessment proceedings and the financing of Improvements as set forth in the Program Report as well as all applicable state and federal law Section 4. The City Manager of designee are authorized to snake applications for the CaliforniaFIRST program available to all property owners who wish to finance Improvements; provided, that California Conninunities shall be responsible for providing such applications and related materials at its own expense The City Manager of designee is hereby designated as the contact persons for California Communities in connection with the CalrfornraFIRST Program Section 5 The City Manager of designee are hereby authorized and directed to execute and deliver such closing certificates, requisitions, agreements and related documents as are reasonably iequned by California Communities in accordance with the state law including the Program Report to implement the CalifoiniaFIRST Piograln for Participating Property Owners Section 6 The City Council hereby finds that adoption of this resolution is not a "project" under the California Envnonmental 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)). Section 7 This resolution shall take effect immediately upon its adoption The City Clerk is hereby authorized and directed to tiansmit a certified copy of this resolution to the Secretary of California Communities 2 15-5020/129418 Resolution No . 2U16-U4 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thei eof held on the 19 t h day of January . 201 6, YA A6Vwj4j1R4v4www - Mayor REVIEW APPROVED APPROVED AS RM �� Manages City Attorney I D ANP APPR VED: Assistant City Managei 3 15-5020/129418 INDEMNIFICATION AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND RENEWABLE FUNDING LLC This Indemnification and Insurance Agreement("Agreement") is entered into by and between the City of Huntington Beach, a municipal corporation ("City")and Renewable Funding LLC, a Califoinia limited liability company ("Administrator"), the administrator of CalifoiniaFIRST, the California Statewide Communities Development Authority's Property Assessed Clean Energy (PACE)Program RECITALS WHEREAS, the California Statewide Communities Development Authority ("Authority") is a Joint exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the Califoinia Goveinment Code (Section 6500 et seq) and the Joint Exercise of Powers Agreement entered into on July 1, 1993, as amended from time to time("Authoiity JPA"), and WHEREAS, the Authority has established a PACE program to provide fol the financing of renewable energy generation, energy and water efficiency improvements, seismic retrofits and electric vehicle chai ging infrastructure(the"Improvements") pui suant to Chapter 29 of Division 7 of the California Stieets and Highways Code("Chapter 29"), within counties and cities thioughout the State of California that elect to participate in the Progi am, and WHEREAS, the City Council of the City of Huntington Beach has approved the City Joining the Authoi ity, has consented to the inclusion in the Authority's PACE Program of all of the properties in the Jurisdictional boundai ies of the City upon the request by and voluntary agreement of owners of such propeities, in compliance with the laws, rules and regulations applicable to the Piogram, [and has consented to upon the request of, and execution of the owners of such properties when such propei ties annexation into the District, if or when said properties are annexed, in compliance with the laws, rules and regulations applicable to the District, and WHEREAS, the Authoiity and the Administrator have entered into a Third Party Administration Agieement, dated March 2015, in which the Administrator agiees to administer the Authoiity PACE Program on behalf of the Authority, and WHEREAS, the Administrator agrees to indemnify and hold harmless the City and to provide insurance in connection with the administration of the Authority's PACE Piogram in the City of Huntington Beach NOW,THERFORE, in consideration of the Recitals above and of the City's agreement to Join the Authority and to participate in the Authority's PACE Program the parties agree as follows 1 Agreement to Indemnify The Administrator agrees to defend, indemnify, and hold harmless the City, its officers, elected or appointed officials,employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,fines, penalties,judgments, demands, and defense costs(including, without limitation, actual, direct, out-of-pocket costs and expenses, and amounts paid in compromise or settlement and reasonable outside legal fees arising from litigation of every nature or liability of any kind or nature including civil, criminal, administrative or investigative) arising out of 01 in connection with the Authority's PACE Program,except such loss or damage caused by the sole negligence or wilful misconduct of the City. The Administrator will conduct all defenses at its sole cost and expense, and the City shall reasonably approve selection of the Administrator's counsel This indemnity shall apply to all claims and liability regardless of whether any insurance policies of the Administratoi, its affiliates or any other parties are applicable thereto The policy limits of any insurance of the Administrator, its affiliates of other parties are not a limitation upon the obligation of the Administrator, including without limitation,the amount of indemnification to be piovided by the Administratoi The provisions of this section shall survive the termination of this Agreement 2 Amendment/Interpretation of this Agreement This Agreement represents the entire understanding of the parties as to those matters contained heiein No prior oral of written understanding shall be of any force or effect with respect to those matters covered hereunder No supplement, modification, or amendment of this Agreement shall be binding unless executed in wi rung by both parties hereto This Agreement shall not be interpreted for or against any party by reason of the fact that such party may have drafted this Agreement or any of its provisions 3 Section Headings Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 4 Waiver No waiver of any of the provisions of this Agreement shall be binding unless in the form of writing signed by the party against whom enforcement is sought, and no such waiver shall operate as a warvei of any other provisions hereof(whether or not similar), nor shall such waiver constitute a continuing warvei Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof 5 Severability and Governing Law If any provision or portion thereof of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law This Agreement shall be governed by and consti ued and enforced in accordance with the laws of the State of California applicable to contiacts made and to be performed in California 6 Notices All notices, demands and other communications requited of permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed certified or registered mail and addressed as follows If to the Administrator Renewable Funding LLC 1221 Broadway,41h Floor Oakland,CA 94612 Attn Legal Department Email noticesr?renewfinancial com Indemnification Agreement 2 City of Huntington Beach 2016 If to the City Patti Williams Risk Managei City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 7 Counterparts This Agi eement may be executed in one of more counterparts, each of which shall be deemed to be an original, which together shall constitute the same instrument 8 Effective Date This Agi eement will be effective as of the date of the signature of City's representative as indicated below in the City's signature block IN WITNESS HEREOF, the parties hei eto duly executed this Agreement as of the date below CITY ADMINISTRATOR CITY OF HUNTING N BEACH RENEWABLE FUNDING L By By Katherine Mimi Fiusha s , A4ayoi Secietary Date f-7 (G Date �20/(� APPROVED ORM Zityttoi ney Indemnification Agreement 3 City of Huntington Beach 2016 Res. No. 2016-04 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on January 19, 2016 by the following vote AYES: Posey, O'Connell, Katapodis, Hardy, Delgleize NOES: Sullivan, Peterson ABSENT: None ABSTAIN: None City CI k and ex-office Clerk of the City Council of the City of Huntington Beach, California City of Huntington Beach y - � 2000 Main Street o Huntington Beach, CA 92648 (714) 536-5227 o www.huntingtonbeachca.gov Fe x1719os a Office of the City Clerk t Joan L. Flynn, City Clerk January 28, 2016 Renewable Funding, LLC ATTN Legal Department 1221 Broadway, 4th Floor ` Oakland, CA 94612 To Whom It May Concern Enclosed for your records is a certified copy of Resolution No 2016-04 authorizing the City to loin the CaliforniaFIRST Program and authorizing the California Statewide Communities Development Authority to conduct contractual assessment proceedings within the incorporated territory of the City Sincerely, Joan L Flynn, CIVIC City Clerk Enclosure JF pe Sister Cities Anjo, Japan ® Wartakere,New Zealand [AITITAC RESOLUTION NO 2016-05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH CALIFORNIA CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO 2014-1 (CLEAN ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO WHEREAS, the California Home Finance Authority, a California joint powers authority, (the "Authority") states that it has established Community Facilities District No 2014-1(Clean Eneigy) in accordance with the Mello-Roos Community Facilities Act, set forth in sections 53311 though 53368 3 of the California Government Code (the "Act") and particularly in accordance with sections 53313 5 and 53328 l(a) (the "Distinct"), and The purpose of the District is to finance or iefinance (including the payment of interest) the acquisition, installation, and improvement of energy efficiency, water conservation, renewable energy and electric vehicle charging infrastructure improvements permanently affixed to private or publicly-owned real property (the "Authorized Improvements"); and The Authority is in the process of amending the Authority Joint Poweis Agreement (the "Authority JPA") to formally change its name to the Golden State Finance Authority, and The City of Huntington Beach is committed to development of renewable energy generation and energy efficiency improvements, seduction of gieenhouse gases, and piotection of the enviionnient; and Pursuant to the Act, the District may annex a parcel within the territory to be subject to the special tax levy of the District only (n) if the city or county within which the parcel is located has consented, by the adoption of a resolution by the city council of county board of supervisors, to the inclusion of parcels within its boundaries in the District and (ii) with the unanimous written approval of the owner of owners of the parcel for that particular parcel to be annexed if and when a Unanimous Approval Agreement is executed, which, as provided in section 53329 6 of the Act, shall constitute the election required by the California Constitution, and The City wishes to provide innovative solutions to its property owners to achieve energy efficiency and water conservation and in doing so cooperate with Authority in older to efficiently and economically assist property owners the City in financing such Authorized Improvements; and 15-5020/129127 2 Huntington Beach CFD Reso 2d Draft Mike V w CC's edits docx 1 Resolution No . 2016-05 The Authority established the District as permitted by the Act and by the Authority JPA Agreement, which was originally made and entered into on July 1, 1993, as amended to date. The City desires to become an Associate Membei of the JPA by execution of the JPA Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the programs of the JPA and, to assist property owners within the incorporated area of the City in financing the cost of installing Authorized Improvements, and The City pursuant to an Indemnification Agreement (attached hereto as Exhibit "B" and incorporated herein by reference) will be indemnified and held harmless for the conduct of any proceedings contemplated in this resolution including but not limited to any special tax proceedings, the levy and collection of special taxes or any tequiied remedial action'in the case of delinquencies in the payment of any special taxes in connection with the District. NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows 1 City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority CFD No 2014-1 (Clean Energy) to finance the installation of the Authorized Improvements. 2 City Council consents to inclusion all of the properties in the incorporated area of the City into the Authority CFD No. 2014-1 (Clean Energy) and generally consents to the Authorized Improvements Upon the request of the property owner(s) of a property to be annexed into the Authority CFD No. 2014-1 upon the execution of a Unanimous Approval Agreement by the owners of such properties, such properties will be annexed into Authority CFD No 2014-1 (Clean Energy), in compliance with the laws, rules and regulations applicable to the District and the progi am Upon annexation, the Authority will assume jurisdiction for the purposes of the Authority CFD No 2014-1 (Clean Energy) 3. City Council assents to the assumption of jurisdiction by Authority for all purposes of the Authority CFD No 2014-1 (Clean Energy) and authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take the steps required for financing the Authorized Improvements 4 This City Council hereby approves joining the JPA as an Associate Member and authorizes the execution by the City Manager of designee of any necessary documents to effectuate such membership 5 The City Manager or designee is authorized and directed to coordinate with Authority staff to facilitate operation of the Authority CFD No 2014-1 (Clean Energy) within the City, and report back periodically to this City Council on the success of such program. 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. 15-5020/129127_2 Huntington Beach CFD Reso 2d Di aft Mike V w CC's edits docx 2 Resolution No . 2016-05 PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19 t h day of January , 20 16 . A U 0.A Ap4w&W14 ayo REVIEMDPPROVED• APPROVED O FORM ' VYty Manager City Attorney ,AV AT D AN APP OVED Assistant anager 15-5020/129127m2 Huntington Beach CIaD Reso 2d DWI Mike V w Ws edits.docx Exhibit A CALIEFORNIA HOME FINANCE AUTHORITY AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGRF.F.MFIVT (Onginal date July 1, 1993 and as last amended and restated December 10, 2014) THIS AMENDED AND RESTATED JOINT EXERCISE OF PONVERS AGREEMENT ("Agreement") is entered into by and among the counties listed on Attachment 1 hereof and incorporated herem by reference. All such counties are referred to herem as 'Members"with the respective powers,pnvileges and restrictions provided herem RECITALS A. WHEREAS, the Cahfornua Rural Home Mortgage Finance Authority ("CRHDUA") 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 Cahfonua (the `Act") 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 authonty, as set forth herem. 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 jomt powers authority to exercise their respective powers for the purpose of financing the construction, acquisition,improvement and rehabilitation of real property within the junsdiction of the Authonty as authorized by the Act NOW, THEREFORE, m consideration of the mutual covenants contained herem, 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 Cahfonua, 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 herem "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 "Audit Committee" means a committee made up of the nine-member Executive Committee. "Authority" means California Home Finance Authority ("CHF"), formerly known as CRHNIFA Homebuyers Fund or California Rural Home Mortgage Fmance Authonty. "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. "Delegate" means the Supervisor designated by the governing board of each Member to serve on the Board of the Authority "Executive Committee" means the nine-member Executive Comrruttee of the Board established pursuant to Section 10 hereof "Member" means any county which is a member of RCRC, has executed thus Agreement and has become a member of the Authority. "Obligations"means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authonty, or financing agreements entered into by the Authority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. "Program" or "Project'° means any work, irnprovement, program, project or service undertaken by the Authority "Rural County Representatives of California or "RCRC" means the nonprofit entity incorporated under that name in the State of California "Supervisor"means an elected County Supervisor from an RCRC member couriq% 2. Purpose The purpose of the Authority is to provide financing for the acquisition, construction, , improvement and rehabihtat<on of real property in accordance with applicable provisions of law for the benefit of residents and communities. In pursuit of thus 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, Saute 1650, Sacramento, Cahforma 95814. 4. Creation of Authority;Addition of Members or Associate Members a The Authority is hereby created pursuant to the Act. As proNaded 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 Cahfornia in a timely fashion in the manner set forth in Section 6503.3 of the Act. t 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 memberslup 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 approN al 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, pnNnleges 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 m a public capital improvement or program. The Authority shall continue to exercise the powers herem 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;Restnction 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 convement 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 Authority's internal resources, capital markets and other forms of priN ate 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]muted 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) sumg and being sued in its own name, and litigating or setting 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 hrmtation, 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 Cahforma. f All property, funds equipment, supplies, and records of the Authority shall be owned by the Authonty, 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 Authonty 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, habilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by the Authonty 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 appropnation for such payment. No covenant or agreement contained in an)7 Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of the Authonty in an in(hNidual 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 Member's appointment of its Delegate shall be delivered in writing (which maybe by electronic mail) to the Authority and shall be effective until he or she is replaced by such governing body or no longer a Supen isor, 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 quorunn, to participate in the proceedings of the Board, and to vote upon any and all matters No alternate may have more than one vote at any meeting of the Board, and any Member's designation of an alternate shall be delivered in writing(which may be by electronic mail) to the Authonty and shall be effective until such alternate is replaced by lus or her governmg body or is no longer a Supervisor, unless otherwise specified m such appointment. Any -,acancy shall be filled by the governing body of the Member in the same manner provided in this paragraph c.. L 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 serNace pursuant to rules approved by the Board and subject to the availabnhty 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 Authonty, 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 Authonty h The Board may establish such comnuttees as it deems necessary for any lawful purpose; such comiruttees are advisory only and may not act or purport to act on behalf of the Board or the Authority - n. 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 dnstnbuted to each Member as soon as possible after each meeting. d The lesser of twelve (12) Delegates or a majonty 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 snnular 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 Board's 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 unaxadability of the chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative seances to the Authority, and the President and Chief Executive Officer of RCRC shall serve ex ofcro 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 appro-,al is required by a third party, by law or by Board specification, and to perform other duties specified by the Board The Executive Director may appoint such other officers as may be required for the orderly conduct of the Authority's business and affairs who shall serve at the pleasure of the Executive Director. Subject to the applicable provisions of any indenture or resolution providing for a trustee or oilier fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's funds, from whatever source, and, as such, shall have the powers, duties and responsibilities 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 officer's 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 herem The Treasurer and Auditor shall cause periodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant,in compliance with Section 6505 of the Act e The business of the Authority shall be conducted under die 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 unposed 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 Aud7onty 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 Junsdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to carry out o7er public capital improvements and programs as provided for by law and to issue o7er 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 ad-,ances 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 Aud7onty at the tune of making the advance. 15. Fiscal Year,Accounts;Reports;Annual Budget;Admmistratrve Expenses a The fiscal year of the Authority shall be the period from January 1 of each year to and including d7e 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 tunes 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 Authonty's 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 appro-,al 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 fulfillmg 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 appropnate, all of the obligations of each of the parties hereunder Each and all of the remedies given to the Authonty 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 Authonty, and who was or is a party or is threatened to be made a parry 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 beheved to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe I-ns or her conduct was unlawful and, in the case of an action by or in the nght 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 Member's Delegate for presentation and action by each Members 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 ternunate. 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 Members 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 mure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herem, no Member may assign any right or obligation hereunder widiout 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 -%andity of die 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 Onginally 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 [SIGNATURES ONFOLLOTT TVG PAGES] ATTACH]�=1 CALIFORNIA HOME FINANCE AUTHORITY DEERS 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 Impenal County Inyo County Lake County Lassen County Madera County Manposa 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 Tnmty County Tuolumne County Yolo County Yuba County SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: City of Huntington Beach - Dated January 19 , 2016 6 .. �- 0 AAL By Name Jim Katapodis Title Mayor Attest By [Clerk of WBoard SupervisdV or City Clerk] Joan L . Flynn , City Clerk 5 Exhibit B DocuSign Envelope ID ED4288B7-65A3-48C3-8FC9-92F6F96IDEED INDEIVINIFICATION AND INSURANCE AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND YGRENE ENERGY FUND CA,LLC This Indemnification and Insurance Agreement("Agreement") is entered into by and between the City of Huntington Beach,a municipal corporation("City") and Ygrene Energy Fund CA, LLC, a California limited liability company("Administrator"),the administrator of the California Home Finance Authority's PACE Program and the California Home Finance Authority's Community Facilities District No. 2014-1 (Clean Energy) RECITALS WHEREAS, the California Home Finance Authority ("Authority") is a joint exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the California Government Code (Section 6500 et seq.) and the Joint Exercise of Powers Agreement entered into on July 1, 1993, as amended from time to time("Authority JPA"), and WHEREAS, the Authority is in the process of amending the Authority JPA to formally change its name to the 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, and electric vehicle charging infrastructure(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 Program; and WHEREAS, in addition,the Authority has established the Community Facilities District No 2014-1(Clean Energy) in accordance with the Mello-Roos Community Facilities Act, set forth in sections 53311 through 533683 of the California Government Code ("Act') and particularly in accordance with sections 53313.5(1) and 53328.1(a) ("District"); and WHEREAS,the City Council of the City of Huntington Beach has approved the City joining the Authority, has consented to the inclusion in the Authority PACE Program of all of the properties in the jurisdictional boundaries of the City, upon the request by and voluntary agreement of owners of such properties, in compliance with the laws,rules and regulations applicable to the Program, and has consented, upon the request of, and execution of the Unanimous Approval Agreement by, the owners of such properties, if or when such properties are annexed, in compliance with the laws, rules and regulations applicable to the District, and t 1 ^ DocuSign Envelope ID ED4288B7-65A3-48C3-8FC9-92F6F96EDEED WHEREAS, the Authority and the Administrator have entered into a Third Party Administration Agreement, dated March 2015, in which the Administrator agrees to administer the Authority PACE Program and/or Community Facilities District No 2014-1(Clean Energy) on behalf of the Authority; and WHEREAS, the Administrator agrees to indemnify and hold harmless the City and to provide insurance in connection with the administration of the Authority PACE Program and/or Community Facilities District No 2014-1(Clean Energy) in the City of Huntington Beach. NOW, THERFORE, in consideration of the Recitals above and of the City's agreement to join the Authority and to participate in the Authority's PACE Program and/or Community Facilities District No 2014-1(Clean Energy), the parties agree as follows 1 Agreement to Indemnify The Administrator agrees to defend, indemnify, and hold harmless the City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses, fines, penalties, judgments, demands, and defense costs (including, without limitation, actual, direct, out-of- pocket costs and expenses, and amounts paid in compromise or settlement and reasonable outside legal fees arising from litigation of every nature or liability of any kind or nature including civil, criminal, administrative or investigative) arising out of or in connection with the Authority's PACE Program or Community Facilities District No.2014-1 (Clean Energy), except such loss or damage which was caused by the gross negligence or willful misconduct of the City The Administrator will conduct all defenses at its sole cost and expense, and the City shall reasonably approve selection of the Administrator's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies of the Administrator, its affiliates or any other parties are applicable thereto 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. 2 Insurance The Administrator agrees that, at no cost or expense to the City, at all tunes during the administration of the Authority's PACE Program and Community Facilities District No 2014-1 (Clean Energy),to maintain the insurance coverage set forth in Exhibit"'A" to this Agreement 3 Amendment/Interpretation of this Agreement. This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder No supplement,modification, or amendment of this Agreement shall be binding unless executed in writing by both parties hereto This Agreement shall not be interpreted for or against any party by reason of the fact that such parry may have drafted this Agreement or any of its provisions Indemnification insurance Agreement 2 City of Huntington Beach and 2015 Ygrene Energy Fund CA,LLC t � DocuSign Envelope ID ED4288B7-65A3-48C3-8FC9-92F6F96EDEED 4. Section Headines. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 5. Waiver No waiver of any of the provisions of this Agreement shall be binding unless In the form of a writing signed by the party against whom enforcement is sought, and no such waiver shall operate as a waiver of any other provisions hereof(whether or not similar),nor shall such waiver constitute a continuing waiver Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof 6 Severability and Governing Law If any provision or portion thereof of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law- This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to contracts made and to be performed in California 7 Notices All notices, demands and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed certified or registered mail and addressed as follows If to the Administrator Bart Van Voorhis Executive Vice President, Corporate Development Ygrene Energy Fund CA, LLC 815 5th Street Santa Rosa, CA 95404 If to the City Patti Williams Risk Manager City of Huntington Beach 2000 Main Street Huntington Beach ,CA 92648 8. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, which together shall constitute the same instrument Indemnification Insurance Agreement City of Huntington Beach and 2015 Ygrene Energy Fund CA LLC DocuSign Envelope ID ED4288B7-65A3-48C3-8FC9-92F6F96EDEED 9 Effective Date_ This Agreement will be effective as of the date of the signature of City's representative as indicated below in the City's signature block IN WITNESS HEREOF,the parties hereto duly executed this Agreement as of the date below CITY ADMINISTRATOR CITY OF HUNTINGTON BEACH YGRENE ENERGY FUND CA,LLC DocuSigned by By By 4E1C3F211AF6414.. Jim K a o d i ayor Stacey Lawson, President/CEO 1/13/2016 Date January 19 , 2016 Date APPROVED ASjq FORM: C Attorney *\J H 3-1 Indemnification Insurance Agreement 4 City of Huntmgton Beach and 2015 Ygrene Energy Fund CA,LLC DocuSign Envelope ID ED428BB7-65A34BC3-BFC9-92F6F96EDEED EXIT A INSURANCE A. Minimum Scone of Insurance Coverage shall be at least as broad as 1. The coverage provided by Insurance Services Office Commercial General Liability coverage ("occurrence")Form Number CG 0001;and 2 The coverage provided by Insurance Services Office Form Number CA 0001 covering Automobile Liability. Coverage shall be included for all owned, non- owned and hired automobiles; and 3 Workers'Compensation insurance as required by the California Labor Code and Employers Liability insurance, and 4. Professional Liability Errors& Omissions for all professional services. There shall be no endorsement reducing the scope of coverage required above unless approved by the Huntington Beach Risk Manager. B. Minimum Limits of Insurance Administrator shall maintain limits no less than 1. Commercial General Liability $1,000,000 per occurrence for bodily injury, personal injury and property damage If Commercial Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit, and 2 Automobile Liability $1,000,000 combined single limit per accident for bodily mjury and property damage, and 3. Workers' Compensation and Employers Liability Workers' Compensation limits as required by the California Labor Code and Employers Liability limits of $1,000,000 per accident, and 4 Professional Liability Errors&Omissions$1,000,000 per occurrence/aggregate limit C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by the Huntington Beach Risk Manager At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, employees, agents and Indemnification Insurance Agreement 5 City of Huntington Beach and 2015 Ygrene Energy Fund CA,LLC DocuSign Envelope ID ED4288B7-65A3-48C3-8FC9-92F6F96EDEED contractors, or Administrator shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the Huntington Beach Risk Manager D Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions. 1 Commercial General Liability and Automobile Liability Coverages. a Huntington Beach, its officers, employees, agents, and contractors are to be covered as additional insureds as respects Liability arising out of activities performed by or on behalf of Administrator, products and completed operations of Administrator,premises owned, leased, or used by Administrator; and automobiles owned, leased, hired or borrowed by Administrator. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, employees, agents, and contractors. b Administrator's insurance coverage shall be primary insurance as respects the City, its officers, employees, agents, and contractors. Any insurance or self-insurance maintained by City, its officers, employees, agents, or contractors shall be excess of Administrator's insurance and shall not contribute with it. c Any failure to comply with reporting provisions of the policies by Administrator shall not affect coverage provided to the City, its officers, employees, agents, or contractors d Coverage shall state that Administrator's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability e Coverage shall contain a waiver of subrogation in favor of the City, its officers, employees, agents, and contractors 2 Workers' Compensation and Employers' Liability Coverage shall contain waiver of subrogation in favor of Huntington Beach , its officers, employees, agents, and contractors 3 All Coverages Each insurance policy required by this AGREEMENT shall be endorsed to state that coverage shall not be suspended,voided, cancelled, or reduced in limits except after thirty(30) days' prior written notice has been given to the City, except that ten(10) days' prior written notice shall apply in the event of cancellation for nonpayment of premium Indemnification Insurance Agreement 6 City of Huntmgton Beach and 2015 Ygrene Energy Fund CA,LLC DocuSign Envelope ID ED4288B7-65A3-48C3-8FC9-92F6F96EDEED E. Acceptability of Insurers. Insurance is to be placed with insurers acceptable to the Huntington Beach Risk Manager. F. Verification of Coverage. Administrator shall furnish the City with certificates of insurance and with original endorsements affecting coverage required by this AGREEMENT. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf Proof of insurance shall be either emailed in pdf format to patti williams@surfcity-hb.org or mailed to the following postal address or any subsequent address as may be directed In writing by the Huntington Beach Risk Manager: Risk Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 G. Subcontractors Administrator shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor Indemnification Insurance Agreement 7 City of Huntington Beach and 2015 Yr3ene Energy Fund CA,LLC Res. No. 2016-05 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on January 19, 2016 by the following vote AYES: Posey, O'Connell, Katapodis, Hardy, Delgleize NOES: Sullivan, Peterson ABSENT: None ABSTAIN: None City CIVrk and ex-office Clerk of the City Council of the City of Huntington Beach, California City of Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 e www.huntingtonbeachca.gov Office of the City Clerk Fg I) i909 P s ' Joan L. Flynn, City Clerk January 28, 2016 California Home Finance Authority ATTN Secretary of the Authority 1215 K Street, Suite 1650 Sacramento, CA 95814 To Whom It May Concern Enclosed for your records is a certified copy of Resolution No 2016-05 consenting to inclusion of properties within the City's jurisdiction in the California Home Finance Authority Community Facilities District No 2014-1 (Clean Energy) to finance renewable energy improvements, energy efficiency and water conservation improvements and electric vehicle charging infrastructure and approving associate membership in the Joint exercise of Powers Authority Sincerely, vJ Joan L Flynn, CIVIC City Clerk Enclosure JF pe Szster Cztzes Anjo,Japan O Waztakere,New Zealand ATTACHMENT #4 a RESOLUTION NO 2016-06 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY PROGRAM TO FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO WHEREAS, the California Home Finance Authority("Authority") is ajoint exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the Government Code of the State of California(Section 6500 and following) (the "Act") and the Joint Power Agieement entered into on July 1, 1993, as amended from time to time (the "Authority JPA"), and The Authority is in the process of amending the Authority JPA to formally change its name to the Golden State Finance Authority; and Authority represented that it has established a property-assessed clean energy("PACE") Program (the "Authority PACE Program") foi the purpose of providing for the financing of renewable energy generation, energy and water efficiency improvements and electric vehicle charging infrastructure (the "Improvements") pursuant to Division 7 of the California Streets and Highways Code ("Chaptei 29") within counties and cities tluoughout the State of California that elect to participate in such program, and City of Huntington Beach(the "City") is committed to development of renewable energy generation and energy and water efficiency improvements, reduction of greerihouse gases, and protection of the environment, and Puisuant to Chapter 29, the Legislatuie has authorized cities and counties to assist property owners in financing the cost of installing Improvements through a voluntary contractual assessment pi ogram, and Installation of such Improvements by property owners within the jurisdictional boundaries of the counties and cities that ale participating in the Authority PACE Program would promote the Purposes cited above, and The City wishes to provide innovative solutions to achieve energy and water efficiency, and in doing so wish to cooperate with Authority in oider to efficiently and economically assist property owners within the City in financing such Improvements; and 15-5020/129142 3 doc l Resolution No . 2016-06 Authority has established the Authority PACE Program, which is such a voluntary contractual assessment program, as permitted by Chapter 27 and the Act The Authority JPA was originally made and entered into July 1, 1993, as amended to date, and the City, desires to become an Associate Member of the JPA by execution of the JPA Agreement, a copy of which is attached as Exhibit"A" hereto, to participate in the pi ograins of the JPA and to assist property owners within the jurisdiction of the City in financing the cost of installing Improvements; and The City through a separate Indemnification Agreement with Ygreen Energy Fund, the Administrator of PACE, will be indemnified and not be liable for actions taken in furtheiance of this Resolution, including for the conduct of any assessment proceedings, the levy and collection of assessments or any required remedial action in the case of delinquencies in the payment of any assessments or the issuance, sale or administration of any bonds issued in connection with the Authority PACE Program or any liability related to this resolution, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve as follows- 1 This City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority PACE Program to finance the installation of the Improvements 2 This City Council consents to inclusion in the Authority PACE Prograrn of all of the properties in the jurisdictional boundaries of the City 3 City Council agrees to the assumption of jurisdiction by Authority for all purposes of the PACE Program and authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to finance the Improvements, at the Authority's sole discretion and risk 4 This City Council hereby approves joining the JPA as an Associate Member and authorizes the execution by appropriate City officials of any necessary documents to effectuate such membership 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 15-5020/129142 3 doc 2 Resolution No . 2016-06 6 This resolution shall take effect immediately upon its adoption The City Cleik is directed to send a certified copy of this resolution to the Secretary of the Authority PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 19 t hday of January , 20 16 -400w M o 7REVI ND APPROVED APPROVED FORM sty Manages City A orney IATEO AN APPR ED Assistan C—ity-Whager r 15-5020/129142 3 doc 3 Exhibit A 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 PO«HERS AGREEMENT ("Agreement") is entered into by and among the counties listed on Attachment 1 hereof and incorporated herein by reference. All such counties are referred to herein as 'Members" with the respective powers, privileges and restrictions provided herein RECITAIS A. N VHEREAS, the California Rural Home Mortgage Finance Authonty ("CRHT/EFA") 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 Dnasion 7 of Title 1 of the Government Code of the State of Califonna (the "Act"). By Resolution 2003-02, adopted on January 15, 2003, the name of the authority was changed to CRHNffA Homebuyers Fund The most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004 B WHE.REAS, the Members of CRHMTA Homebuyers Fund desire to update, reaffirm, clarify and rewse certain provisions of the joint powers agreement, including the renaming of the joint powers authority, as set forth herein. C. «THEREAS, 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 authonty to exercise their respective powers for the purpose of financing the construction, acquisition, improvement and rehabilitation of real property within the junsdiction of the Authonty as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herem, 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 "Audit Committee means a committee made up of the nine-member Executive Committee "Authority" means California Home Finance Authority ("CHF"), formerly known as CR /IFA 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 tern'Bonds"under the Act "Delegate" means the Supervisor designated by the governing board of each Member to serve on the Board of the Authority "Executive Committee" means the rune-member Executive Committee of the Board established pursuant to Section 10 hereof "Member" means any county wluch is a member of RCRC, has executed this Agreement and has become a member of the Authority. "Obligations" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authonty pursuant to the Act and any other financial or legal obligation of the Authonty under the Act "Program" or "Project" means any work, improvement, program, project or service undertaken by the Authority 'Rural County Representatives of California or "RCRC" means the nonprofit entity incorporated under that name in the State of California "Supervisor"means an elected County Supenasor from an RCRC member county 2. Purpose The purpose of the Authority is to provide financing for die acquisition, construction, , improvement and rehabilitation of real property in accordance with applicable provisions of law for the benefit of residents and commuruties. 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 laves, 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 ford?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, pntileges 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 determmed 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 Autlionty 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, Restnction upon Exercise a To effectuate its purpose, the Authonty shall have the power to exercise any and all powers of the Members or of a joint powers authonty 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 acts atnes of the Authority as it deems necessary or desirable to accomphsh 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. Tine Authonty 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 Authonty 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, uncluding, but not limited to, the Authority's internal resources, capital markets and other forms of pnN ate 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 obligation, (6) receiving gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, firms, corporations or governmental entities, (7) sumg 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) estabhshmg and/or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water consen ation and renewable energy improvements to or on real property and in buildings The Audionty may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs e Subject to the applicable prox isions 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 Gos�erament Code of the State of California. f All property, equipment, supplies, fluids and records of the Autionty shall be owned by the Authority, except as may be proiaded 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 oilier 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 mdi«dual 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 Member's appointment of its Delegate shall be dehvered 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 -,acancy shall be filled by the governing body of the Member in the same manner proNaded 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 nghts and privileges of the Delegate, including the right to be counted in conshtuting a quorum, to participate in the proceedings of the Board, and to vote upon any and all matters No alternate_ may have more than one vote at any meeting of the Board, and any Member's designation of an alternate shall be delivered in writing(which may be by electronic mail) to the Authority and shall be effective until such alternate is replaced by lus or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any i acancy 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 clamp and receive reimbursement for expenses actually incurred in connection moth such senace pursuant to rules approved by the Board and subject to the availabnhty 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 comnuttees 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 n. 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 ha-,e 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 sin filar means in any manner othei-wise allowed by law. 9. Officers;Duties;Official Bonds a. The Board shall elect a chair and vice chair from among the Delegates at the Board's annual meeting who shall serve a tern 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 ex ofclo 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 Authonty,unless prior Board appro-.al is required by a third party, by law or by Board specification, and to perform other duties specified by the Board The Executive Director may appoint such other officers as may be required for the orderly conduct of the Authority's business and affairs who shall serve at the pleasure of the Executive Director Subject to 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 Authonty's 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 Authonty shall be the Rural County Representatives of California d Tlie Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of the Authonty, 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 Authonty and filed with the Executive Director Such bond may secure the faithful performance of such officer's duties with respect to another public office if such bond in at least the same amount specifically mentions the office of the Authority as required herem The Treasurer and Auditor shall cause penodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. e The business of the Authonty 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 rune (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 unposed by this Agreement, other applicable law, and resolutions of the Board. c Ouorum 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 wroth the law 12. Agreement Not Exclusive; Operation m Junsdiction of Member Tlus 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 tunes 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 maumum 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 iiith each Member (and also with the auditor of Sacramento County as the county in which the Authonty's 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 unammous approi al of the Board, replace the annual audit with an ensuing one-year period, but in no event for a period longer than t�vo 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 Authonty 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 unlaiiful and, in the case of an action by or in the right of die 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 wluch apply to the activity of officers, agents or employees of any of die Members or Associate Members when performing their respective functions, shall apply to diem to the same degree and extent w1ule engaged as Delegates or otherwise as an officer, agent or other representative of die Authority or while engaged in the performance of any of their functions or duties under die 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 effectrne 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 Member's Delegate for presentation and action by each Member's board within 60 days, which time may be extended by the Board The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring formal amendment of the Agreement by die Authority Board of Directors 20. Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its memberslup in the Audzonty 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 die 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 die foregoing, any termination of memberslip 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 ongnnah 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 mode Emig or goveming the language in the section referred to. c Approvals Wherever in this Agreement any consent or appro-tal 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 pnor 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 pro«ded herem, no Member may assign any nght or obligation hereunder without the consent of the Board g Severabilrty. 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 N andity of the remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused flus Agreement to be executed and attested by their properly authonzed officers AS ADOPTED BY THE MEMBERS Onginally datedJuly 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 [SIG_ ,4TURES OAT FOLLOT47VGPAGEq ATTACHMENT 1 CALIFORNIA HOME FINANCE AUTHORITY NfEMBERS As of December 10,2014 Alpme County Amador County Butte County Calaveras County Colusa County Del Norte County El Dorado County Glenn County Humboldt County Impenal County Inyo County Lake County Lassen County Madera County Manposa County Mendocino County Merced County Modoc County Mono County Napa County Nei ada County Placer County Plumas County San Benito County Shasta County Sierra County Siskiyou County Sutter County Tehama County Trunty County Tuolumne County Yolo County Yuba County SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: City of Huntington Beach Dated- January 19 , 2016 By 4,-. 11A­- IV 11"'JN Name Jim Katapodis Title Mayor Attest By _ t9tXo06) [Clerk of th oard Supervisor r City Clerk] Joan L. Flynn , City Clerk Res. No. 2016-06 STATE OF CALIFORNIA COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council at a Regular meeting thereof held on January 19, 2016 by the following vote AYES: Posey, O'Connell, Katapodis, Hardy, Delgleize NOES: Sullivan, Peterson ABSENT: None ABSTAIN: None City CUrk and ex-officV Clerk of the City Council of the City of Huntington Beach, California LATTA C #5 C 8 1 ,,^^ a I 00 ;..,.m M t °- 1 — N ; a°r lD t Ql 1 00 f6 co • t r �= 1 r v u m t > > I 1 2 i z m t 1 L � N i0 ' t 1 r V) — =� .gym0 ° Q >t CFl ° N _ O a r Q L ,. > a r tm cQc O t 1 C +sa fi$qid q L 1 1 4 /1 9 1 u Q) J--a CL •• 1 k¢ kF I 1 Q. _ 1 I 0 y O 1 Q U N C O � r 1 •+-' C � O r 70 _ r n c O co r 0 U ° u U N r •� 41 O a 1 a 1 L Qj n QU > 41 U a CoI •F••� O a 1 a C N rp W t Ln 1 n J L Q t I Q fV 0 m � t 1 0 o- p, Z t r to V O N Ol > 41 1 Ln E M to H N O o Ln L dJ eno CDC M v w v U V '^ r s _0 >i c — + � u 3 �' Q O O v -� c vj +-+ _v t0 a M ry O 0) 0 �I c o ^ w Ln O Ln N rq M L c a O M ri o Item 5. - 68 —J U 4^HB -166- w Ln w J