HomeMy WebLinkAboutAgenda Report - December 17, 2014 C-16AGENDA ITEM c4b
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AGENDA TITLE:
MEETING DATE:
PREPARED BY:
Adopt Resolution Authorizing City Manager to Execute Amendment to the Western
Riverside Council of Governments Joint Powers Agreement and Consenting to the
City of Lodi's lnclusion in the California HERO Property Assessed Clean Energy
(PACE) Program
December 17,2014
Electric Utility Director
RECOMMENDED ACTION Adopt a resolution authorizing the City Manager to execute an
amendment to the Western Riverside Council of Governments Joint
Powers Agreement and consenting to the City of Lodi's inclusion in
the California HERO Property Assessed Clean Energy (PACE)
Program.
BACKGROUND INFORMATION: ln July 2008, the Governor signed Assembly Bill (AB) 811 into law
which authorized cities and counties to establish PACE programs to
enter into contractual assessment agreements with property
owners to finance the installation of distributed generation renewable energy sources or energy efficiency
improvements that are permanently fixed to real property. An AB 811 program allows municipalities to
make assessment financing available to property owners for the purchase and installation of such
improvements. Property owners repay the financing through an assessment on their properties. The
assessments are recorded as a lien against the subject property, entered in the county tax roll, and are
collected on the property owner's tax bills at the same time and in the same manner as property taxes.
The California HERO PACE Program (HERO Program), launched in 2011, is one of the largest and most
successful residential PACE based financing programs in the nation and provides a mechanism for
property owners to finance the purchase and installation of renewable energy, energy and water
efficiency improvements, and electric vehicle charging infrastructure improvements to their properties
with no up-front costs.
The HERO Program has been approved in over 200 California communities, including Stockton,
Modesto, Tracy and Fresno, and has funded nearly $350 million in projects. This program offers
California cities and counties a turnkey program that saves significant time, cost and local resources that
would otherwise be needed to develop a new local program. All ongoing administration and coordination
will be managed by Western Riverside Council of Governments (WRCOG). The City can assist in
marketing the HERO Program to property owners, although it is in no way required to do so.
ln order to participate in the HERO Program, the City must become an Associate Member of the
WRCOG. The HERO Program will be offered to all property owners within the City and if a property
owner chooses to participate, the installed improvements will be financed by the issuance of bonds by
WRCOG. The bonds are secured by a voluntary contractual assessment levied on the owner's property,
with no recourse to the local government or other participating jurisdictions.
APPROVE
n , City Manager
Adopt Resolution Authorizing City Manager to Execute Amendment to the Western Riverside Council of Governments Joint
Powers Agreement and Consenting to the City of Lodi's lnclusion in the California HERO Property Assessed Clean Energy
(PACE) Program
December 17,2014
Page 2 of 2
Participation in the program is 100% voluntary, although the improvements and properties must meet
eligibility criteria in order to qualify for financing. Property owners who wish to participate in the program
agree to repay the amount borrowed through the voluntary contractual assessment collected along with
their property taxes. The assessments are paid on the County property tax bill. lf the owner sells the
property, the repayment obligation remains with the property and does not need to be paid off at the time
of escrow closing. However, certain mortgage providers - such as Fannie Mae and Freddie Mac - may
require that the assessment be paid off at the time the property is refinanced or sold, because they do
not purchase properties with PACE liens on them. Some lenders have concerns with PACE assessments
being the superior lien (with the lender's lien being subordinate). ln order to ease these concerns, the
California Alternative Energy and Transportation Financing Authority approved a $10 million dollar loss
reserve program that will reimburse the first mortgage lender for the PACE payments made while in
possession of the property during foreclosure. The property taxes for properties in the City that do not
choose to participate will not be affected by the Program.
The HERO Program is not an exclusive obligation so the City retains the ability to participate in any
available PACE programs. Following a validation process, the HERO Program would be available to
Lodi residents by April 2015.
FISCAL IMPAGT:There is no financial impact to the City of Lodi associated with the
participation in the HERO Program and associated membership with the
WRCOG.
FUNDING AVAILABLE: Not applicable
A.
PREPARED BY:
EAI(MC/lst
Electric Utility Director
Melissa Cadek, Rates & Resources Manager
Updated through
JOINT POWERS AGREEMENT OF
THE WESTERN RIVERSIDE
COUNCIL OF GOVERNMENTS
June 4, 2013
Revised
This Agreement is made and entered into on the 1st day of April, 1991 , pursuant
to Government Code Section 6500 et. seq. and other pertinent provisions of law, by and
between six or more of the cities located within Western Riverside County and the
County of Riverside.
RECITALS
A. Each member and party to this Agreement is a governmental entity
established by law with full powers of government in legislative, administrative, financial,
and other related fields.
B. The purpose of the formation is to provide an agency to conduct studies
and projects designed to improve and coordinate the common governmental
responsibilities and services on an area-wide and regional basis through the
establishment of an association of governments. The Council will explore areas of inter-
governmental cooperation and coordination of government programs and provide
recommendations and solutions to problems of common and general concern.
C. When authorized pursuant to an lmplementation Agreement, the Council
shall manage and administer thereunder.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
20323.00002\1494125. 6
t.
PURPOSE AND POWERS
1.1 Aqency Created.
There is hereby created a public entity to be known as the "Western
Riverside Council of Governments" ("WRCOG"). WRCOG is formed by this Agreement
pursuant to the provision of Government Code Section 6500 et. seq. and other
pertinent provision of law. WRCOG shall be a public entity separate from the parties
hereto.
1.2 Powers.
1.2.1. WRCOG established hereunder shall perform all necessary
functions to fulfill the purposes of this Agreement. Among other functions, WRCOG
shall:
a. Serve as a forum for consideration, study and recommendation on
area-wide and regional problems;
b. Assemble information helpful in the consideration of problems
peculiar to Western Riverside County;
c. Explore practical avenues for intergovernmental cooperation,
coordination and action in the interest of local public welfare and means of
improvements in the administration of governmental services; and
d. Serve as the clearinghouse review body for Federally-funded
projects in accordance with Circular A-95 in conjunction with the Southern California
Association of Governments.
220323. 00002\L4941"25. 6
1.2.2. The Council shall have the power in its own name to do any of the
following;
a. When necessary for the day to day operation of the Council, to
make and enter into contracts;
b. To contract for the services of engineers, attorneys, planners,
financial consultants and separate and apart therefrom to employ such other persons,
as it deems necessary;
c. To apply for an appropriate grant or grants under any federal, state,
or local programs.
d. To receive gifts, contributions and donations of property, funds,
services and other forms of financial assistance from persons, firms, corporations and
any governmental entity;
e. To lease, acquire, construct, manage, maintain, and operate any
buildings, works, or improvements;
f. To delegate some or all of its powers to the Executive Committee
and the Executive Director of the Council as hereinafter provided.
1.2.3 The association shall have the power in its own name, only with the
approval of all affected member agencies to;
a. Acquire, hold and dispose of property by eminent domain, lease,
lease purchase or sale.
b. To incur debts, liabilities, obligations, and issue bonds;
il.
20323. 00002\L49 4t25. 6
ORGANIZATION OF COUNCIL
2.1 Parties.
The parties to WRCOG shall be the County of Riverside and each city
located within Western Riverside County which has executed or hereafter executes this
Agreement, or any addenda, amendment, or supplement thereto and agrees to such
become a member upon such terms and conditions as established by the general
council or executive committee, and which has not, pursuant to provisions hereof,
withdrawn therefrom. Only the parties identified in this section and Associate Members
approved under section 8.2 of this Agreement, if any, shall be considered contracting
parties to this Agreement under Government Code section 6502, provided that the
rights of any Associate Member under this Agreement shall be limited solely those
rights expressly set forth in a PACE Agreement authorized in section 8.2 of this
Agreement.
2.2 Names.
The names, particular capacities and addresses of the parties at any time shall
be shown on Exhibit "4" attached hereto, as amended or supplemented from time to
time.
2.3 Duties.
WRCOG shall do whatever is necessary and required to carry out the
purposes of this agreement and when authorized by an lmplementation Agreement
pursuant to section 1.2.3 as appropriate, to make and enter into such contracts, incur
such debts and obligations, assess contributions from the members, and perform such
other acts as are necessary to the accomplishment of the purposes of such agreement,
20323. 00002\L494!25. 6
within the provisions of Government Code Section 6500 et seq. and as prescribed by
the laws of the State of California.
2.4 Governing Bodv.
2.4.1. WRCOG shall be governed by a General Assembly with
membership consisting of the appropriate representatives from the County of Riverside,
each city which is a signatory to this Agreement, Western Municipal Water District, and
Eastern Municipal Water District, the number of which shall be determined as
hereinafter set forth. The General Assembly shall meet at least once annually,
preferably scheduled in the evening. Each member agency of the General Assembly
shall have one vote for each mayor, council member, county supervisor, and water
district board member present at the General Assembly. The General Assembly shall
act only upon a majority of a quorum. A quorum shall consist of a majority of the total
authorized representatives, provided that members representing a majority of the
member agencies are present. The General Assembly shall adopt and amend by-laws
for the administration and management of this Agreement, which when adopted and
approved shall be an integral part of this Agreement. Such by-laws may provide for the
management and administration of this Agreement.
2.4.2. There shall be an Executive Committee which exercises the powers
of this Agreement between sessions of the General Assembly. Members of the
Executive Committee shall be the Mayor from each of the member cities, four members
of the Riverside County Board of Supervisors and the President of each Water District,
the remaining member of the Board of Supervisors shall serve as an alternate, except
any City Council, at its discretion, can appoint a Mayor Pro Tem or other city council
2 0323 . 00002\ t494r25. 6
member in place of the Mayor, and each water district board, at its discretion, can
appoint another board member in place of the President. The Executive Committee
shall act only upon a majority of a quorum. A quorum shall consist of a majority of the
member agencies. Membership of the Water Districts on the General Assembly and
Executive Committee of WRCOG shall be conditioned on the Water Districts entering
into a separate Memorandums of Understanding with WRCOG.
2.4.3. Each member of the General Assembly and the Executive
Committee shall be a current member of the legislative body such member represents.
2.4.4. Each participating member on the Executive Committee shall also
have an alternate, who must also be a current member of the legislative body of the
party such alternate represents. The name of the alternate members shall be on file
with the Executive Committee. ln the absence of the regular member from an agency,
the alternate member from such agency shall assume all rights and duties of the absent
regular member.
2.5 Executive Director.
The Executive Director shall be the chief administrative officer of the
Council. He shall receive such compensation as may be fixed by the Executive
Committee. The powers and duties of the Executive Director shall be subject to the
authority of the Executive Committee and include the following:
a. To appoint, direct and remove employees of the Council.
b. Annually to prepare and present a proposed budget to the Executive
Committee and General Assembly.
c. Serve as Secretary of the Council and of the Executive Committee.
b20323. 00002\149 4L25. 6
d. To attend meetings of the Executive Committee.
e. To perform such other and additional duties as the Executive Committee
may require.
2.6 Principal Office.
The principal office of WRCOG shall be established by the Executive
Committee and shall be located within Western Riverside County. The Executive
Committee is hereby granted full power and authority to change said principal office
from one location to another within Western Riverside County. Any change shall be
noted by the Secretary under this section but shall not be considered an amendment to
this Agreement.
2.7 Meetinqs.
The Executive Committee shall meet at the principal office of the agency
or at such other place as may be designated by the Executive Committee. The time
and place of regular meetings of the Executive Committee shall be determined by
resolution adopted by the Executive Committee; a copy of such resolution shall be
furnished to each party hereto. Regular, adjourned and special meetings shall be called
and conducted in accordance with the provisions of the Ralph M. Brown Act,
Government Code Section 54950 et. seq., as it may be amended.
2.8 Powers and Limitations of the Executive Committee.
Unless otherwise provided herein, each member or participating alternate
of the Executive Committee shall be entitled to one vote, and a vote of the majority of
those present and qualified to vote constituting a quorum may adopt any motion,
20323. 00002\r49 41.25. 6
resolution, or order and take any other action they deem appropriate to carry forward
the objectives of the Council.
2.9 Minutes.
The secretary of the Council shall cause to be kept minutes of regular
adjourned regular and special meetings of the General Assembly and Executive
Committee, and shall cause a copy of the minutes to be fonryarded to each member and
to each of the members hereto.
2.10 Rules.
The Executive Committee may adopt from time to time such rules and
regulations for the conduct of its affairs consistent with this agreement or any
lmplementation Agreement.
2.11 Vote or Assent of Members.
The vote, assent or approval of the members in any manner as may be
required, hereunder shall be evidenced by a certified copy of the action of the governing
body of such party filed with the Council. lt shall be the responsibility of the Executive
Director to obtain certified copies of said actions.
2.12 Officers.
There shall be selected from the membership of the Executive Committee,
a chairperson and a vice chairperson. The Executive Director shall be the secretary.
The Treasurer of the County of Riverside shall be the Treasurer of the Council and the
Controller or Auditor of the County of Riverside shall be the Auditor of the Council.
Such persons shall possess the powers of, and shall perform the treasurer and auditor
functions respectively, for WRCOG and perform those functions required of them by
20323. 00002\t494t25. 6
Government Code Sections 6505, 6505.5 and 6505.6, and by all other applicable laws
and regulations, including any subsequent amendments thereto.
The chairperson and vice chairperson, shall hold otfice for a period of one
year commencing July 1st of each and every fiscal year; provided, however, the first
chairperson and vice chairperson appointed shall hold office from the date of
appointment to June 30th of the ensuing fiscal year. Except for the Executive Director,
any officer, employee, or agent of the Executive Committee may also be an officer,
employee, or agent of any of the members. The appointment by the Executive
Committee of such a person shall be evidence that the two positions are compatible.
2.13 Committees.
The Executive Committee ffiay, as it deems appropriate, appoint
committees to accomplish the purposes set forth herein. All committee meetings of
WRCOG, including those of the Executive Committee, shall be open to all members.
2.14 Additional Officers and Emplovees.
The Executive Committee shall have the power to authorize such
additional officers and assistants as may be appropriate. Such officers and employees
may also be, but are not required to be, officers and employees of the individual
members.
2.15 Bondinq Requirement.
The officers or persons who have charge of, handle, or have access to
any property of WRCOG shall be the members of the Executive Committee, the
treasurer, the Executive Director, and any other officers or persons to be designated or
empowered by the Executive Committee. Each such officer or person shall be required
20323 . 00002\L494t25. 6
to file an official bond with the Executive Committee in an amount which shall be
established by the Executive Committee. Should the existing bond or bonds of any
such officer be extended to cover the obligations provided herein, said bond shall be the
official bond required herein. The premiums on any such bonds attributable to the
coverage required herein shall be appropriate expenses of WRCOG.
2.16 Status of Officers and Emplovees.
All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all pension, relief, disability, worker's compensation, and other
benefits which apply to the activity of officers, agents, or employees of any of the
members when performing their respective functions shall apply to them to the same
degree and extent while engaged in the performance of any of the functions and other
duties under this Agreement. None of the officers, agents, or employees appointed by
the Executive Committee shall be deemed, by reason of their employment by the
Executive Committee, to be employed by any of the members or, by reason of their
employment by the Executive Committee, to be subject to any of the requirements of
such members.
2.17 Restrictions.
Pursuant to Government Code Section 6509, for the purposes of determining the
restrictions to be imposed by the Council in its exercise of the above-described joint
powers, reference shall be made to, and the Council shall observe, the restrictions
imposed upon the County of Riverside.
2.18 Water Districts and TUMF Matters.
20323. 00002\L494L25. 6 10
Pursuant to this Joint Powers Agreement, WRCOG administers the
Transportation Mitigation Fee ('TUMF") for cities in western Riverside County. The fee
was established prior to the Water District's involvement with WRCOG and will fund
transportation improvements for the benefit of the County of Riverside and the cities in
western Riverside County. As such, the Western Municipal Water District and the
Eastern Municipal Water District General Assembly and Executive Committee Members
shall not vote on any matter related to the administration of the TUMF program or the
expenditure of TUMF revenues.
ilt
FUNDS AND PROPERTY
3.1 Treasurer.
The Treasury of the member agency whose Treasurer is the Treasurer for
WRCOG shall be the depository for WRCOG. The Treasurer of the Council shall have
custody of all funds and shall provide for strict accountability thereof in accordance with
Government Code Section 6505.5 and other applicable laws of the State of California.
He or she shall perform all of the duties required in Government Code Section 6505 and
following, such other duties as may be prescribed by the Executive Committee.
3.2. Expenditure of Funds.
The funds under this Agreement shall be expended only in furtherance of the
purposes hereof and in accordance with the laws of the State of California and standard
accounting practices shall be used to account for all funds received and disbursed.
3.3. Fiscal Year.
20323. 00002\I49 4t25. 6 11
WRCOG shall be operated on a fiscal year basis, beginning on July 1 of each
year and continuing until June 30 of the succeeding year. Prior to July 1 of each year,
the General Assembly shall adopt a final budget for the expenditures of WRCOG during
the following fiscal Year.
3.4. Contributions/Public Funds.
ln preparing the budget, the General Assembly by majority vote of a quorum shall
determine the amount of funds which will be required from its members for the purposes
of this Agreement. The funds required from its members after approval of the final
budget shall be raised by contributions 50% of which will be assessed on a per capita
basis and 50% on an assessed valuation basis, each city paying on the basis of its
population and assessed valuation and the County paying on the basis of the population
and assessed valuation within the unincorporated area of Western Riverside County as
defined in the by-laws. The parties, when informed of their respective contributions,
shall pay the same before August lst of the fiscal year for which they are assessed or
within sixty days of being informed of the assessment, whichever occurs later. ln
addition to the contributions provided, advances of public funds from the parties may be
made for the purposes of this Agreement. When such advances are made, they shall
be repaid from the first available funds of WRCOG.
The General Assembly shall have the power to determine that personnel,
equipment or property of one or more of the parties to the Agreement may be used in
lieu of fund contributions or advances.
2032 3. 00002\!49 4L25. 6 12
All contributions and funds shall be paid to WRCOG and shall be disbursed by a
majority vote of a quorum of the Executive Committee, as authorized by the approved
budget.
3.5 Contribution from Water Districts.
The provision of section 3.4 above shall be inapplicable to the Western Municipal
Water District and the Eastern Municipal Water District. The amount of contributions
from these water districts shall be through the WRCOG budget process.
IV
BUDGETS AND DISBURSEMENTS
4.1 Annual Budqet.
The Executive Committee may at any time amend the budget to
incorporate additional income and disbursements that might become available to
WRCOG for its purposes during a fiscal year.
4.2 Disbursements.
The Executive Director shall request warrants from the Auditor in
accordance with budgets approved by the General Assembly or Executive Committee
subject to quarterly review by the Executive Committee. The Treasurer shall pay such
claims or disbursements and such requisitions for payment in accordance with rules,
regulations, policies, procedures and bylaws adopted by the Executive Committee.
4.3 Accounts.
All funds will be placed in appropriate accounts and the receipt, transfer,
or disbursement of such funds during the term of this Agreement shall be accounted for
in accordance with generally accepted accounting principles applicable to governmental
1320323. 00002\1.49 41.25 - 6
entities and pursuant to Government Code Sections 6505 et seq. and any other
applicable laws of the State of California. There shall be strict accountability of all
funds. All revenues and expenditures shall be reported to the Executive Committee.
4.4 Expenditures Within Approved Annual Budqet.
All expenditures shall be made within the approved annual budget. No
expenditures in excess of those budgeted shall be made without the approval of a
majority of a quorum of the Executive Committee.
4.5 Audit.
The records and accounts of WRCOG shall be audited annually by an
independent certified public accountant and copies of such audit report shall be filed
with the County Auditor, State Controller and each party to WRCOG no later than fifteen
(15) days after receipt of said audit by the Executive Committee.
4.6 Reimbursement of Funds.
Grant funds received by WRCOG from any federal, state, or local agency
to pay for budgeted expenditures for which WRCOG has received all or a portion of said
funds from the parties hereto shall be used as determined by WRCOG's Executive
Committee.
V
LIABILITIES
5.1 Liabilities.
The debts, liabilities, and obligation of WRCOG shall be the debts,
liabilities, or obligations of WRCOG alone and not of the parties to this Agreement.
5.2 Hold Harmless and lndemnitv.
2 0323. 00002\L494t25. 6 14
Each party hereto agrees to indemnify and hold the other parties harmless
from all liability for damage, actual or alleged, to persons or property arising out of or
resulting from negligent acts or omissions of the indemnifying party or its employees.
Where the General Assembly or Executive Committee itself or its agents or employees
are held liable for injuries to persons or property, each party's liability for contribution or
indemnity for such injuries shall be based proportionately upon the contributions (less
voluntary contributions) of each member. ln the event of liability imposed upon any of
the parties to this Agreement, or upon the General Assembly or Executive Committee
created by this Agreement, for injury which is caused by the negligent or wrongful act or
omission of any of the parties in the performance of this Agreement, the contribution of
the party or parties not directly responsible for the negligent or wrongful act or omission
shall be limited to One Hundred Dollars ($100.00). The party or parties directly
responsible for the negligent or wrongful acts or omissions shall indemnify, defend, and
hold all other parties harmless from any liability for personal injury or property damage
arising out of the performance of this Agreement. The voting for or against a matter
being considered by the General Assembly or executive or other committee or
WRCOG, or abstention from voting on such matter, shall not be construed to constitute
a wrongful act or omission within the meaning of this Subsection.
VI
ADMISSION AND WITHDRAWAL OF PARTIES
6.1 Admission of New Parties.
It is recognized that additional cities other than the original parties, may
wish to participate in WRCOG. Any Western Riverside County city may become a party
1520323. 00002\Isg 4L25. 6
to WRCOG upon such terms and conditions as established by the General Assembly or
Executive Committee. Any Western Riverside County city shall become a party to
WRCOG by the adoption by the city council of this agreement and the execution of a
written addendum thereto agreeing to the terms of this Agreement and agreeing to any
additional terms and conditions that may be established by the general assembly or
Executive Committee. Special districts which are significantly involved in regional
problems and the boundaries of which include territory within the collective area of the
membership shall be eligible for advisory membership in the Council. The
representative of any such advisory member may participate in the work of committees
of the Council.
6.2 WithdrawalfromWRCOG.
It is fully anticipated that each party hereto shall participate in WRCOG
until the purposes set forth in this Agreement are accomplished. The withdrawal of any
party, either voluntary or involuntary, unless othenruise provided by the General
Assembly or Executive Committee, shall be conditioned as follows:
a. ln the case of a voluntary withdrawal following a properly noticed
public hearing, written notice shall be given to WRCOG, six months prior to the effective
date of withdrawal;
b. Withdrawal shall not relieve the party of its proportionate share of
any debts or other liabilities incurred by WRCOG prior to the effective date of the
parties' notice of withdrawal;
c. Unless otherwise provided by a unanimous vote of the Executive
Committee, withdrawal shall result in the forfeiture of that party's rights and claims
20323. 00002\L494t25. 6 16
relating to distribution of property and funds upon termination of WRCOG as set forth in
Section Vll below;
d. Withdrawal from any lmplementation Agreement shall not be
deemed withdrawal from membership in WRCOG.
vil
TERMINATION AND DISPOSITION OF ASSETS
7.1 Termination of this Aqreement.
WRCOG shall continue to exercise the joint powers herein until the
termination of this Agreement and any extension thereof or until the parties shall have
mutually rescinded this Agreement; providing, however, that WRCOG and this
Agreement shall continue to exist for the purposes of disposing of all claims, distribution
of assets and all other functions necessary to conclude the affairs of WRCOG.
Termination shall be accomplished by written consent of all of the parties,
or shall occur upon the withdrawal from WRCOG of a sufficient number of the agencies
enumerated herein so as to leave less than five of the enumerated agencies remaining
in WRCOG.
7.2 Distribution of Propertv and Funds.
ln the event of the termination of this Agreement, any property interest
remaining in WRCOG following the discharge of all obligations shall be disposed of as
the Executive Committee shall determine with the objective of distributing to each
remaining party a proportionate return on the contributions made to such properties by
such parties, less previous returns, if any.
2032 3. 00002\749q125. 6 17
vill
PACE I M PLEM ENTATI ON AN D PARTI CI PATIO N AG REEM ENTS:
ASSOCIATE MEMBERSHIP
8.1 Execution of Aqreement.
When authorized by the Executive Committee, any affected member
agency or agencies enumerated herein, may execute an lmplementation Agreement for
the purpose of authorizing WRCOG to implement, manage and administer area-wide
and regional programs in the interest of the local public welfare. The costs incurred by
WRCOG in implementing a program including indirect costs, shall be assessed only to
those public agencies who are parties to that lmplementation Agreement.
8.2 PACE Aqreements: Associate Membership.
WRCOG shall be empowered to establish and operate one or more
Property Assessed Clean Energy ('PACE') programs pursuant to Chapter 29 of the
Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways
Code, and to enter into one or more agreements, including without limitation,
participation agreements, implementation agreements and joint powers agreements and
amendments thereto to fulfill such programs both within and outside the jurisdictional
boundaries of WRCOG.
WRCOG, acting through its Executive Committee, shall be empowered to
establish an "Associate Membed' status that provides membership in WRCOG to local
jurisdictions that are outside WRCOG's jurisdictional boundaries but within whose
boundaries a PACE program will be established and implemented by WRCOG. Said
local jurisdictions shall become Associate Members of WRCOG by adopting one or
more agreements (the "PACE Agreement") on the terms and conditions established by
20323. 00002\t494r25. 6 18
the Executive Committee and consistent with the requirements of the Joint Exercise of
Powers Act, being 5 of Division 7, Title 1 of the California Government Code (Sections
6500 et seq ). The rights of Associate Members shall be limited solely to those terms
and conditions expressly set forth in the PACE Agreement for the purposes of
implementing the PACE program within their jurisdictional boundaries. Except as
expressly provided for by the PACE Agreement, Associate Members shall not have any
rights othenuise granted to WRCOG's members by this Agreement, including but not
limited to the right to vote, right to amend this Agreement, and right to sit on committees
or boards established under this Agreement or by action of the Executive Committee or
the General Assembly, including, without limitation, the General Assembly and the
Executive Committee.
IX
MISCELLANEOUS
9.1 Amendments.
This Agreement may be amended with the approval of not less than
two{hirds (213) of all member agencies.
2032 3. 00002\:-494L25. 6 19
9.2 Notice.
Any notice or instrument required to be given or delivered by depositing
the same in any United States Post Office, registered or certified, postage prepaid,
addressed to the addresses of the parties as shown on Exhibit "4", shall be deemed to
have been received by the party to whom the same is addressed at the expiration of
seventy-two (72) hours after deposit of the same in the United States Post Office for
transmission by registered or certified mail as aforesaid.
9.3 Effective Date.
This Agreement shall be effective and WRCOG shall exist from and after
such date as this Agreement has been executed by any seven or more of the public
agencies, including the County of Riverside, as listed on page t hereof.
20323. 00002\t49 4125. 6 20
9.4 Arbitration.
Any controversy or claim between any two or more parties to this
Agreement, or between any such party or parties and WRCOG, with respect to
disputes, demands, differences, controversies, or misunderstandings arising in relation
to interpretation of this Agreement, or any breach thereof, shall be submitted to and
determined by arbitration. The party desiring to initiate arbitration shall give notice of its
intention to arbitrate to every other party to this Agreement and to the Executive Director
of the Council. Such notice shall designate as "respondents" such other parties as the
initiating party intends to have bound by any award made therein. Any party not so
designated but which desires to join in the arbitration may, within ten (10) days of
service upon it of such notice, file with all other parties and with the Executive Director
of the Council a response indicating its intention to join in and to be bound by the results
of the arbitration, and further designating any other parties it wishes to name as a
respondent. Within twenty (20) days of the service of the initial demand for arbitration,
the initiating party and the respondent or respondents shall each designate a person to
act as an arbitrator. The designated arbitrators shall mutually designate the minimal
number of additional persons as arbitrators as may be necessary to create an odd total
number of arbitrators but not less than three to serve as arbitrator(s).
The arbitrators shall proceed to arbitrate the matter in accordance with the
provisions of Title 9 of Part 3 of the Code of Civil Procedure, Section 1280 et. seq. The
parties to this Agreement agree that the decision of the arbitrators will be binding and
will not be subject to judicial review except on the ground that the arbitrators have
exceeded the scope of their authority.
20323. 00002\t494r25. 6 21
9.5 Partial lnvaliditv.
lf any one or more of the terms, provisions, sections, promises, covenants
or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable,
void or voidable for any reason whatsoever by a court of competent jurisdiction, each
and all of the remaining terms, provisions, sections, promises, covenants and conditions
of this Agreement shall not be affected thereby and shall be valid and enforceable to the
fullest extent permitted by law.
9.6 Successors.
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the parties hereto.
9.7 Assiqnment.
The parties hereto shall not assign any rights or obligations under this
Agreement without written consent of all other parties.
9.8 Execution.
The Board of Supervisors of the County of Riverside and the city councils
of the cities enumerated herein have each authorized execution of this Agreement as
evidenced by the authorized signatures below, respectively.
20323. 00002\1-494725. 6 22
Oriqinal Members Aqencies
1. City of Banning
2. City of Beaumont (withdrawn)
3. City of Calimesa
4. City of Canyon Lake
5. City of Corona
6. City of Hemet
7. City of Lake Elsinore
8. City of Moreno Valley
L City of Murrieta
10. City of Norco
11. City of Perris
12. City of Riverside
13. City of San Jacinto
14. City of Temecula
15. County of Riverside
1.
2.
3.
4.
Additional City Members
City of Eastvale (added on 0810212010, Resolution 01-11)
City of Jurupa Valley (added on 0712912011, Resolution 02-12)
City of Menifee (added on 1010612008, Resolution 03-09)
City of Wildomar (added on0810412008, Resolution 01-09)
20323. 00002\r49 4125. 6 23
THE WESTERN RIVERS¡DE
COUNCIL OF GOVERNMENTS
Participatinq Aqencies
5. Eastern MunicipalWater District (membership on the Governing Board
of WRCOG,0511112009)
6. Western MunicipalWater District (membership on the Governing Board
of WRCOG,0511112009)
7. Riverside County Superintendent of Schools (membership as an ex-
officio, advisory member of WRCOG,11l0712011)
8. Morongo Band of Mission lndians (membership as an ex-officio,
advisory member of WRCOG ,61412013)
20323. 00002\:49 4125 - 6 24
AMENDMENT TO THE JOINT POWERS AGREEMENT
ADDING CITY OF LODI AS
AS AN ÄSSOCIATE MEMBER OF' THE
WESTERN RTYERSIDE COTJNCIL OF' GOVERNMENTS
TO PERMIT THE PROVISION OF PROPERTY ASSESSEI)
CLEAN ENERGY (PACE) PROGRAM SERVTCES WrTrr SUCH
CITY
This Amendment to the Joint Powers Agreement ("JPA Amendment") is made and entered into on the
_day of _, 20-, by City of Lodi ("City") and the Western Riverside Council of Governments
("Authority") (collectively the "Parties").
RECITALS
WHEREAS, Authority is a joint exercise of powers authority established pursuant to Chapter 5 of
Division T,Title 1 of the Government Code of the State of California (Section 6500 and following) (the
"Joint Exercise of Powers Act") and the Joint Power Agreement entered into on April 1, 1991, as
amended from time to time (the "Authority JPA"); and
WHEREAS, as of October 1,2012, Authority had 18 member entities (the "Regular Members").
WHEREAS, Chapter 29 of the Improvement Act of 1911, being Division 7 of the California
Streets and Highways Code ("Chapter 29") authorizes cities, counties, and cities and counties to establish
voluntary contractual assessment programs, commonly referred to as a Property Assessed Clean Energy
("PACE") program, to fund certain renewable energy sources, energy and water efficiency improvements,
and electric vehicle charging infrastructure (the "Improvements") that are permanently fixed to
residential, commercial, industrial, agricultural or other real property; and
WHEREAS, Authority intends to establish a PACE program to be known as the "California
HERO Program" pursuant to Chapter 29 as now enacted or as such legislation may be amended hereafter,
which will authorize the implementation of a PACE financing program for cities and county throughout
the state; and
WHEREAS, Cþ desires to allow owners of property within its jurisdiction to participate in the
California I{ERO Program and to allow Authority to conduct proceedings under Chapter 29 to finance
Improvements to be installed on such properties; and
WHEREAS, this JPA Amendment will permit City to become an Associate Member of Authorþ
and to participate in California I{ERO Program for the purpose of facilitating the implementation of such
program within the jurisdiction of Cþ; and
WHEREAS, pursuant to the Joint Exercise of Powers Act, the Parties are approving this JPA
Agreement to allow for the provision of PACE services, including the operation of a PACE financing
program, within the incorporated territory of City; and
W{EREAS, the JPA Amendment sets forth the rights, obligations and duties of City and
Authority with respect to the implementation of the California I{ERO Program within the incorporated
tenitory of City.
MUTUAL UI\DERSTANDINGS
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereinafter
stated, the Parties hereto agree as follows:
A. JPA Amendment.
A-1
i.
attached.
The Authoritv JPA. City agrees to the terms and conditions of the Authority JPA,
2. Associate Membership. By adoption of this JPA Amendment, City shall become an
Associate Member of Authorþ on the terms and conditions set forth herein and the Authority JPA and
consistent with the requirements of the Joint Exercise of Powers Act. The rights and obligations of City
as an Associate Member are limited solely to those terms and conditions expressly set forth in this JPA
Amendment for the purposes of implementing the California HERO Program within the incorporated
territory of City. Except as expressly provided for by the this JPA Amendment, City shall not have any
rights otherwise granted to Authority's Regular Members by the Authority JPA, including but not limited
to the right to vote on matters before the Executive Committee or the General Assembly, the right to
amend or vote on amendments to the Authority IPA, and the right to sit on committees or boards
established under the Authority JPA or by action of the Executive Committee or the General Assembly,
including, without limitation, the General Assembly and the Executive Committee. City shall not be
considered a member for purposes of Section 9.1 of the Authority JpA.
3. Rights of Authoritv. This JPA Amendment shall not be interpreted as limiting or
restricting the rights of Authorþ under the Authority JPA. Nothing in this JPA Amendment is intended
to alter or modifr Authority Transportation Uniform Mitigation Fee (TUMF) Program, the PACE
Program administered by Authority within the jurisdictions of its Regular Members, or any other
programs administered now or in the future by Authority, all as currently structured or subsequently
amended.
B' Implementation of California HERO Program within City Jurisdiction.
1. Boundaries of the California F{ERO Program within Citv Jurisdiction. City shall
determine and notifr Authority of the boundaries of the incorporated territory within City's jurisdiction
within which contractual assessments may be entered into under the California HERO Program (the
"Program Boundaries"), which boundaries may include the entire incorporated tenitory of City or a lesser
portion thereof.
2. Determination of Eligible Improvements, Authority shall determine the types of
distributed generation renewable energy sources, energy efficiency or water conservation improvements,
electric vehicle charging infrastructure or such other improvements as may be authorized pursuant to
Chapter 29 (The "Eligible Improvements") that will be eligible to be financed under the California HERO
Program.
3. Establishment of California FIERO Program. Authority will undertake such proceedings
pursuant to Chapter 29 as shall be legally necessary to enable Authority to make contractual financing of
Eligible Improvements available to eligible property owners within the Program Boundaries.
4' Financing the Installation of Eligible Improvements. Authority shall develop and
implement a plan for the financing of the purchase and installation of the Eligible lmprovements under
the California TIERO Program.
5. Ongoing Administration. Authority shall be responsible for the ongoing administration
of the California I{ERO Program, including but not limited to producing education plans to raise public
awareness of the California I{ERO Program, soliciting, reviewing and approving applications from
residential and commercial property owners participating in the California HERO Program, establishing
contracts for residential, commercial and other propeú¡z owners participating in such program,
establishing and collecting assessments due under the California TIERO Program, adopting and
A-2
implementing arry rules or regulations for the California HERO Program, and providing reports as
required by Chapter 29.
City will not be responsible for the conduct of any proceedings required to be taken under Chapter 29; 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 any bonds issued in connection with the
California FIERO Program.
6. Phased Implementation. The Parties recognize and agree that implementation of the
California HERO Program as a whole can and may be phased as additional other cities and counties
execute similar agreements. City entering into this JPA Amendment will obtain the benefits of and incur
the obligations imposed by this JPA Amendment in its jurisdictional area, irrespective of whether cities or
counties enter into similar agreements.
C. Miscellaneous Provisions.
1. Withdrawal. City or Authority may withdraw from this JPA Amendment upon six (6)
months written notice to the other party; provided, however, there is no outstanding indebtedness of
Authority within City. The provisions of Section 6.2 of the Authority JPA shall not apply to City under
this JPA Amendment. City may withdraw approval for conduct of the HERO Program within the
jurisdictional limits of City upon thirty (30) written notice to WRCOG without liability to the Authority
or any affiliated entity. City withdrawal shall not affect the validity of any voluntary assessment contracts
(a) entered prior to the date of such withdrawal or (b) entered into after the date of such withdrawal so
long as the applications for such voluntary assessment contracts were submitted to and approved by
WRCOG prior to the date of Cþ's notice of withdrawal.
2. Mutual Indemnification and Liability. Authority and City shall mutually defend,
indemnif' and hold the other party and its directors, officials, officers, employees and agents free and
harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages
or injuries of any kind, in law or equity, to property or persons, including wrongful death, to the extent
arising out of the willful misconduct or negligent acts, effors or omissions of the indemniffing party or its
directors, officials, officers, employees and agents in connection with the California FIERO Program
administered under this JPA Amendment, including without limitation the payment of expert witness fees
and attorneys fees and other related costs and expenses, but excluding payment of consequential damages.
Without limiting the foregoing, Section 5.2 of the Authority JPA shall not apply to this JPA Amendment.
In no event shall any of Authority's Regular Members or their officials, officers or employees be held
directly liable for any damages or liability resulting out of this JPA Amendment.
3. Environmental Review. Authority shall be the lead agency under the California
Environmental Quality Act for any environmental review that may required in implementing or
administering the California IIERO Program under this JPA Amendment.
4. Cooperative Effort. City shall cooperate with Authority by providing information and
other assist¿nce in order for Authority to meet its obligations hereunder. City recognizes that one of its
responsibilities related to the California HERO Program will include any permitting or inspection
requirements as established by City.
5. Notice. Any and all communications and/or notices in connection with this JPA
Amendment shall be either hand-delivered or sent by United States first class mail, postage prepaid, and
addressed as follows:
A-3
Authority:
Westem Riverside Council of Governments
4080 Lemon Street, 3rd Floor. MS1032
Riverside, C A 925 0 1 -3 609
Att: Executive Director
City:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
6. Entire Agreement. This JPA Amendment, together with the Authority JPA, constitutes
the entire agreement among the Parties pertaining to the subject matter hereof. This JPA Amendment
supersedes any and all other agreements, either oral or in writing, among the Parties with respect to the
subject matter hereof and contains all of the covenants and agreements among them with respect to said
matters, and each Parly acknowledges that no representation, inducement, promise of agreement, oral or
otherwise, has been made by the other Parly or anyone acting on behalf of the other Party that is not
embodied herein.
7. Successors and Assigns. This JPA Amendment and each of its covenants and conditions
shall be binding on and shall inure to the benefit ofthe Parties and their respective successors and assigns.
A Party may only assign or transfer its rights and obligations under this JPA Amendment with prior
written approval of the other Party, which approval shall not be unreasonably withheld.
8. Attornev's Fees. If any action at law or equity, including any action for declaratory relief
is brought to enforce or interpret the provisions of this Agreement, each Party to the litigation shall bear
its own attorney's fees and costs.
9. Governing Law. This JPA Amendment shall be governed by and construed in
accordance with the laws of the State of California, as applicable.
10. No Third Partv Beneficiaries. This JPA Amendment shall not create any right or interest
in the public, or any member thereof, as a third party beneflrciary hereof nor shall it authorize anyone not
a Parfi to this JPA Amendment to maintain a suit for personal injuries or property damages under the
provisions of this JPA Amendment. The duties, obligations, and responsibilities of the Parties to this JPA
Amendment with respect to third party beneficiaries shall remain as imposed under existing state and
federal law.
1l. Severability. In the event one or more of the provisions contained in this JPA
Amendment is held invalid, illegal or unenforceable by any court of competent jurisdiction, such portion
shall be deemed severed from this JPA Amendment and the remaining parts of this JPA Amendment shall
remain in full force and effect as though such invalid, illegal, or unenforceable portion had never been a
part of this JPA Amendment.
12. Headings. The paragraph headings used in this JPA Amendment are for the convenience
of the Parties and are not intended to be used as an aid to interpretation.
13. Amendment. This JPA Amendment may be modified or amended by the Parties at any
time. Such modifications or amendments must be mutually agreed upon and executed in writing by both
Parties. Verbal modifications or amendments to this JPA Amendment shall be of no effect.
A-4
14. Effective Date. This JPA Amendment shall become effeetive upon the execution thereof
by the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this JPAAmendment to be executed
and attested by their officers therçunto duly authorized as of the date first above written.
ISTGNATTJRES ON FOLLOWTNG PAGESI
A-5
WESTERN RIVERSIDE COTINCIL OF GOVERNMENTS
By:
Executive Committee Chair
Western Riverside Council of Governments
ATTEST:
JENNIFER M. ROBISON
City Clerk
Date:
CITY OF LODI
STEPHEN SCHWABAUER
City Manager
Date:
APPROVED AS TO FORM:
JAMCE D. MAGDICH, City Anomey
A-6
RESOLUTION NO. 201 4-234
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AN AMENDMENT TO THE WESTERN
RIVERSIDE COUNCIL OF GOVERNMENTS JOINT POWERS
AGREEMENT AND CONSENTING TO THE CITY OF LODI'S
INCLUSION IN THE CALIFORNIA HERO PROPERTY ASSESSED
CLEAN ENERGY (PACE) PROGRAM
WHEREAS, the Western Riverside Council of Governments ("Authority") is a joint
exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the
Government Code of the State of California (Section 6500 and following) (the "Act") and the
Joint Power Agreement entered into on April 1, 1991, as amended from time to time (the
"Authority JPA"); and
WHEREAS, Authority has established the California HERO Program to provide for the
financing of renewable energy distributed generation sources, energy and water efficiency
improvements and electric vehicle charging infrastructure (the "lmprovements") pursuant to
Chapter 29 of the lmprovement Bond Act of 191 1, being Division 7 of the California Streets and
Highways Code ("Chapter 29") within counties and cities throughout the State of California that
elect to participate in such program; and
WHEREAS, the City of Lodi ("City") is committed to development of renewable energy
sources and energy efficiency improvements, reduction of greenhouse gases, protection of our
environment, and reversal of climate change; and
WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to assist
property owners in financing the cost of installing lmprovements through a voluntary contractual
assessment program; and
WHEREAS, installation of such lmprovements by property owners within the
ju¡sdictional boundaries of the counties and cities that are participating in the California HERO
Program would promote the purposes cited above; and
WHEREAS, the City wishes to provide innovative solutions to its property owners to
achieve energy and water efficiency, and in doing so cooperate with Authority in order to
efficiently and economically assist property owners in the City in financing such lmprovements;
and
WHEREAS, Authority has authority to establish the California HERO Program, which is
a voluntary contractual assessment program, as permitted by the Act, the Authority JPA,
originally made and entered into April 1, 1991, as amended to date, and the Amendment to
¡o¡nt pówers Agreement Adding the City of Lodi as an Associate Member of the Western
Riverside Council of Governments to Permit the Provision of Property Assessed Clean Energy
(PACE) Program Services within the City (the "JPA Amendment"), by and between Authority
ànd thé City, a copy of which is attached as Exhibit A hereto, to assist property owners within
the incorpoiated area of the City in financing the cost of installing lmprovements; and
WHEREAS, the City will not be responsible for the conduct of any assessment
proceedings, the levy and collection of assessments or any required remedial action in the case
of delinquencies in the payment of any assessments or the issuance, sale or administration of
any bonàs issued in connection with the California HERO Program.
NOW, THEREFORE, BE lT RESOLVED that the Lodi city council hereby authorizes the
city Manager to execute an Amendment to the Authority JPA; and
BE lT FURTHER RESOLVED that the Lodi city council hereby finds and declares that
properties in the City's incorporated area will be benefited by the availability of the California
HER9 program to finance tñe installation of lmprovements, and consents to inclusion in the
California HERO program of all of the properties in the incorporated area within the City and to
the lmprovements, uf,on the request Oy anO voluntary agreement of owners of such properties,
in comptiance with ihe l"*s, rules and regulatìons applicable to such program; and to the
assrmition of jurisdiction thereover by Authority for the purposes thereof'
The consent of this City Council constitutes assent to the assumption of jurisdiction by
Authority for all purposes of itre California HERO Program and authorizes Authority, upon
satisfaction of the .ond¡tionr imposed in this resolution, to taXe each and every step required for
or suitable for financing the lmprovements, including the levying, collecting and enforcement of
the contractual assessments to finance the lmprovements and the issuance and enforcement of
bonds to represent and be secured by such contractual assessments.
This Resotution 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 Executive
Committee.
Dated: December 17 ,2014
========================================================================
I hereby certify that Resolution No. 2014-234 was passed and adopted by the City
Council of the City of iodi in a regular meeting held December 17 ,2014, by the following vote:
AyES: couNclL MEMBERS - Chandler, Kuehne, Mounce, Nakanishi, and
Mayor Johnson
NOES: COUNCIL MEMBERS - None
ABSENT: COUNCIL MEMBERS - None
ABSTAIN: COUNCIL MEMBERS - NONC
NIFE ROBISON
Clerk
2014-234
AMENDMENT TO THE JOINT POWERS AGREEMENT
ADDING CITY OF LODI AS
AS AN ÄSSOCIATE MEMBER OF' THE
WESTERN RTYERSIDE COTJNCIL OF' GOVERNMENTS
TO PERMIT THE PROVISION OF PROPERTY ASSESSEI)
CLEAN ENERGY (PACE) PROGRAM SERVTCES WrTrr SUCH
CITY
This Amendment to the Joint Powers Agreement ("JPA Amendment") is made and entered into on the
_day of _, 20-, by City of Lodi ("City") and the Western Riverside Council of Governments
("Authority") (collectively the "Parties").
RECITALS
WHEREAS, Authority is a joint exercise of powers authority established pursuant to Chapter 5 of
Division T,Title 1 of the Government Code of the State of California (Section 6500 and following) (the
"Joint Exercise of Powers Act") and the Joint Power Agreement entered into on April 1, 1991, as
amended from time to time (the "Authority JPA"); and
WHEREAS, as of October 1,2012, Authority had 18 member entities (the "Regular Members").
WHEREAS, Chapter 29 of the Improvement Act of 1911, being Division 7 of the California
Streets and Highways Code ("Chapter 29") authorizes cities, counties, and cities and counties to establish
voluntary contractual assessment programs, commonly referred to as a Property Assessed Clean Energy
("PACE") program, to fund certain renewable energy sources, energy and water efficiency improvements,
and electric vehicle charging infrastructure (the "Improvements") that are permanently fixed to
residential, commercial, industrial, agricultural or other real property; and
WHEREAS, Authority intends to establish a PACE program to be known as the "California
HERO Program" pursuant to Chapter 29 as now enacted or as such legislation may be amended hereafter,
which will authorize the implementation of a PACE financing program for cities and county throughout
the state; and
WHEREAS, Cþ desires to allow owners of property within its jurisdiction to participate in the
California I{ERO Program and to allow Authority to conduct proceedings under Chapter 29 to finance
Improvements to be installed on such properties; and
WHEREAS, this JPA Amendment will permit City to become an Associate Member of Authorþ
and to participate in California I{ERO Program for the purpose of facilitating the implementation of such
program within the jurisdiction of Cþ; and
WHEREAS, pursuant to the Joint Exercise of Powers Act, the Parties are approving this JPA
Agreement to allow for the provision of PACE services, including the operation of a PACE financing
program, within the incorporated territory of City; and
W{EREAS, the JPA Amendment sets forth the rights, obligations and duties of City and
Authority with respect to the implementation of the California I{ERO Program within the incorporated
tenitory of City.
MUTUAL UI\DERSTANDINGS
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereinafter
stated, the Parties hereto agree as follows:
A. JPA Amendment.
A-1
i.
attached.
The Authoritv JPA. City agrees to the terms and conditions of the Authority JPA,
2. Associate Membership. By adoption of this JPA Amendment, City shall become an
Associate Member of Authorþ on the terms and conditions set forth herein and the Authority JPA and
consistent with the requirements of the Joint Exercise of Powers Act. The rights and obligations of City
as an Associate Member are limited solely to those terms and conditions expressly set forth in this JPA
Amendment for the purposes of implementing the California HERO Program within the incorporated
territory of City. Except as expressly provided for by the this JPA Amendment, City shall not have any
rights otherwise granted to Authority's Regular Members by the Authority JPA, including but not limited
to the right to vote on matters before the Executive Committee or the General Assembly, the right to
amend or vote on amendments to the Authority IPA, and the right to sit on committees or boards
established under the Authority JPA or by action of the Executive Committee or the General Assembly,
including, without limitation, the General Assembly and the Executive Committee. City shall not be
considered a member for purposes of Section 9.1 of the Authority JpA.
3. Rights of Authoritv. This JPA Amendment shall not be interpreted as limiting or
restricting the rights of Authorþ under the Authority JPA. Nothing in this JPA Amendment is intended
to alter or modifr Authority Transportation Uniform Mitigation Fee (TUMF) Program, the PACE
Program administered by Authority within the jurisdictions of its Regular Members, or any other
programs administered now or in the future by Authority, all as currently structured or subsequently
amended.
B' Implementation of California HERO Program within City Jurisdiction.
1. Boundaries of the California F{ERO Program within Citv Jurisdiction. City shall
determine and notifr Authority of the boundaries of the incorporated territory within City's jurisdiction
within which contractual assessments may be entered into under the California HERO Program (the
"Program Boundaries"), which boundaries may include the entire incorporated tenitory of City or a lesser
portion thereof.
2. Determination of Eligible Improvements, Authority shall determine the types of
distributed generation renewable energy sources, energy efficiency or water conservation improvements,
electric vehicle charging infrastructure or such other improvements as may be authorized pursuant to
Chapter 29 (The "Eligible Improvements") that will be eligible to be financed under the California HERO
Program.
3. Establishment of California FIERO Program. Authority will undertake such proceedings
pursuant to Chapter 29 as shall be legally necessary to enable Authority to make contractual financing of
Eligible Improvements available to eligible property owners within the Program Boundaries.
4' Financing the Installation of Eligible Improvements. Authority shall develop and
implement a plan for the financing of the purchase and installation of the Eligible lmprovements under
the California TIERO Program.
5. Ongoing Administration. Authority shall be responsible for the ongoing administration
of the California I{ERO Program, including but not limited to producing education plans to raise public
awareness of the California I{ERO Program, soliciting, reviewing and approving applications from
residential and commercial property owners participating in the California HERO Program, establishing
contracts for residential, commercial and other propeú¡z owners participating in such program,
establishing and collecting assessments due under the California TIERO Program, adopting and
A-2
implementing arry rules or regulations for the California HERO Program, and providing reports as
required by Chapter 29.
City will not be responsible for the conduct of any proceedings required to be taken under Chapter 29; 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 any bonds issued in connection with the
California FIERO Program.
6. Phased Implementation. The Parties recognize and agree that implementation of the
California HERO Program as a whole can and may be phased as additional other cities and counties
execute similar agreements. City entering into this JPA Amendment will obtain the benefits of and incur
the obligations imposed by this JPA Amendment in its jurisdictional area, irrespective of whether cities or
counties enter into similar agreements.
C. Miscellaneous Provisions.
1. Withdrawal. City or Authority may withdraw from this JPA Amendment upon six (6)
months written notice to the other party; provided, however, there is no outstanding indebtedness of
Authority within City. The provisions of Section 6.2 of the Authority JPA shall not apply to City under
this JPA Amendment. City may withdraw approval for conduct of the HERO Program within the
jurisdictional limits of City upon thirty (30) written notice to WRCOG without liability to the Authority
or any affiliated entity. City withdrawal shall not affect the validity of any voluntary assessment contracts
(a) entered prior to the date of such withdrawal or (b) entered into after the date of such withdrawal so
long as the applications for such voluntary assessment contracts were submitted to and approved by
WRCOG prior to the date of Cþ's notice of withdrawal.
2. Mutual Indemnification and Liability. Authority and City shall mutually defend,
indemnif' and hold the other party and its directors, officials, officers, employees and agents free and
harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages
or injuries of any kind, in law or equity, to property or persons, including wrongful death, to the extent
arising out of the willful misconduct or negligent acts, effors or omissions of the indemniffing party or its
directors, officials, officers, employees and agents in connection with the California FIERO Program
administered under this JPA Amendment, including without limitation the payment of expert witness fees
and attorneys fees and other related costs and expenses, but excluding payment of consequential damages.
Without limiting the foregoing, Section 5.2 of the Authority JPA shall not apply to this JPA Amendment.
In no event shall any of Authority's Regular Members or their officials, officers or employees be held
directly liable for any damages or liability resulting out of this JPA Amendment.
3. Environmental Review. Authority shall be the lead agency under the California
Environmental Quality Act for any environmental review that may required in implementing or
administering the California IIERO Program under this JPA Amendment.
4. Cooperative Effort. City shall cooperate with Authority by providing information and
other assist¿nce in order for Authority to meet its obligations hereunder. City recognizes that one of its
responsibilities related to the California HERO Program will include any permitting or inspection
requirements as established by City.
5. Notice. Any and all communications and/or notices in connection with this JPA
Amendment shall be either hand-delivered or sent by United States first class mail, postage prepaid, and
addressed as follows:
A-3
Authority:
Westem Riverside Council of Governments
4080 Lemon Street, 3rd Floor. MS1032
Riverside, C A 925 0 1 -3 609
Att: Executive Director
City:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
6. Entire Agreement. This JPA Amendment, together with the Authority JPA, constitutes
the entire agreement among the Parties pertaining to the subject matter hereof. This JPA Amendment
supersedes any and all other agreements, either oral or in writing, among the Parties with respect to the
subject matter hereof and contains all of the covenants and agreements among them with respect to said
matters, and each Parly acknowledges that no representation, inducement, promise of agreement, oral or
otherwise, has been made by the other Parly or anyone acting on behalf of the other Party that is not
embodied herein.
7. Successors and Assigns. This JPA Amendment and each of its covenants and conditions
shall be binding on and shall inure to the benefit ofthe Parties and their respective successors and assigns.
A Party may only assign or transfer its rights and obligations under this JPA Amendment with prior
written approval of the other Party, which approval shall not be unreasonably withheld.
8. Attornev's Fees. If any action at law or equity, including any action for declaratory relief
is brought to enforce or interpret the provisions of this Agreement, each Party to the litigation shall bear
its own attorney's fees and costs.
9. Governing Law. This JPA Amendment shall be governed by and construed in
accordance with the laws of the State of California, as applicable.
10. No Third Partv Beneficiaries. This JPA Amendment shall not create any right or interest
in the public, or any member thereof, as a third party beneflrciary hereof nor shall it authorize anyone not
a Parfi to this JPA Amendment to maintain a suit for personal injuries or property damages under the
provisions of this JPA Amendment. The duties, obligations, and responsibilities of the Parties to this JPA
Amendment with respect to third party beneficiaries shall remain as imposed under existing state and
federal law.
1l. Severability. In the event one or more of the provisions contained in this JPA
Amendment is held invalid, illegal or unenforceable by any court of competent jurisdiction, such portion
shall be deemed severed from this JPA Amendment and the remaining parts of this JPA Amendment shall
remain in full force and effect as though such invalid, illegal, or unenforceable portion had never been a
part of this JPA Amendment.
12. Headings. The paragraph headings used in this JPA Amendment are for the convenience
of the Parties and are not intended to be used as an aid to interpretation.
13. Amendment. This JPA Amendment may be modified or amended by the Parties at any
time. Such modifications or amendments must be mutually agreed upon and executed in writing by both
Parties. Verbal modifications or amendments to this JPA Amendment shall be of no effect.
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14. Effective Date. This JPA Amendment shall become effeetive upon the execution thereof
by the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have caused this JPAAmendment to be executed
and attested by their officers therçunto duly authorized as of the date first above written.
ISTGNATTJRES ON FOLLOWTNG PAGESI
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WESTERN RIVERSIDE COTINCIL OF GOVERNMENTS
By:
Executive Committee Chair
Western Riverside Council of Governments
ATTEST:
JENNIFER M. ROBISON
City Clerk
Date:
CITY OF LODI
STEPHEN SCHWABAUER
City Manager
Date:
APPROVED AS TO FORM:
JAMCE D. MAGDICH, City Anomey
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