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Home My WebLink AboutC32800 - Implementn Agmt w/CVAG - Assessed Clean Energy Prgm CITY OF PALM DESERT STAFF REPORT REQUEST: APPROVE AN IMPLEMENTATION AGREEMENT WITH COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS (CVAG) AUTHORIZING CVAG TO IMPLEMENT, MANAGE, AND ADMINISTER A PROPERTY ASSESSED CLEAN ENERGY PROGRAM THAT INCLUDES THE CITY OF PALM DESERT SUBMITTED BY: Martin Alvarez, Director of Economic Development DATE: May 23, 2013 CONTENTS: Resolution No.2o1�-2h Implementation Agreement Approved by CVAG Executive Committee (4/29/13) List of Eligible Improvements Available to the City of Palm Desert Property Owners (Residential and Commercial) Pursuant to Regional Clean Energy (PACE) Program Summary of Process and Timeline for Formation of Regional Clean Energy (PACE) District Recommendation By Minute Motion: 1. Adopt Resolution No.20��_2h approving the form of and authorizing the execution and delivery of the Implementation Agreement authorizing the Coachella Valley Association of Governments to implement manage and administer one or more property assessed clean energy programs and directing and authorizing certain other actions in connection therewith. Backqround Beginning in the fall of 2011, the Coachella Valley Association of Governments (CVAG) Executive Committee directed CVAG staff to explore the creation of a regional program that would allow property owners in all member cities and the unincorporated areas of the County of Riverside to take advantage of Property Assessed Clean Energy (PACE) financing. Recent changes to state law (AB 811, SB 555) enable cities, counties, and a joint powers authority like CVAG to set up financing programs such as the one the City of Pam Desert currently administers (i.e. Energy Independence Program) in which property owners may obtain financing for the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on their real property, including residential and commercial buildings. (A list of eligible improvements is included as Attachment 2.) Property owners who choose to obtain Staff Report CVAG PACE Program May 23, 2013 Page 2 of 5 such financing can repay it through assessments or special taxes on their property tax bills over a set period of time. PACE financing addresses two major financial hurdles to capital-intensive energy efFiciency and renewable energy projects: the high up-front cost and the potential that those costs will not be recovered upon sale of the property. With PACE financing, there is little or no up-front cost to the property owner, and if the property is sold before the investors are repaid, the new owner will, unless a prepayment is arranged, assume responsibility for the remaining assessments or special taxes as part of the property's annual tax bill. By overcoming these barriers, PACE financing presents an unparalleled opportunity to generate savings on utility bills for property owners, stimulate construction and building activity, reduce peak energy demand, and increase property values. CVAG Executive Committee: At the recent CVAG Executive Committee meeting on April 29, local contractors, building industry and environmental advocacy representatives spoke in favor of PACE financing districts and a PACE program for the Coachella Valley. To initiate the development of a PACE program, CVAG released a Request for Proposals (RFP) for a Regional Property Assessed Clean Energy (PACE) program with a deadline of December 20, 2012. Respondents were asked to describe how the program could be customized to include elements that the region, or an individual jurisdiction, might request. They were also asked to address potential flexibility for an individual member agency to customize the program to meet the needs of their residents and businesses, suit individual jurisdiction needs, and mesh with existing programs. Two proposals were received in response to the RFP: one from Ygrene Energy Fund and one from Public Financial Management, Inc./PFM Group/California HERO Fund (with the Western Riverside Council of Governments (WRCOG) participating in the HERO program as conduit issuer of bonds and program administrator). The proposals were reviewed by a selection committee that included CVAG member agency staff (from Palm Desert, Palm Springs, and Riverside County) and an elected official (Councilman Scott Hines from the City of Rancho Mirage). Following interviews, due diligence and reference checks, the selection committee's recommendation to develop a regional PACE program with Ygrene Energy Fund was announced at the February 14 meeting of the Energy & Environmental Resources Committee. The selection committee made their recommendation based on several factors, including the flexibility of the PACE program offered by Ygrene, the ability to customize the program for individual jurisdictions, plans for a local energy center, the possibility of financing public buildings including schools and municipal buildings, and the ability for CVAG participating jurisdictions to control and customize the program for our region. The Energy & Environmental Resources Committee unanimously approved the recommendation. Staff Report CVAG PACE Program May 23, 2013 Page 3 of 5 The recommendation for the selection of Ygrene Energy Fund to develop, administer, and finance the proposed regional PACE program was then discussed at the Executive Committee meetings on February 25 and April 29, 2013. After receiving public input at both meetings and considerable discussion of the program costs, features, local control, program benefits to CVAG member cities, local property owners and businesses, among other issues, the Executive Committee approved the recommended action to proceed with the development, administration, and financing of a Regional SB 555 PACE program in collaboration with Ygrene Energy Fund. The CVAG Executive Committee staff report containing a detailed summary of the programs is available on the CVAG web site: http://www.cvaq.org/downloads/admin/exec/EXEC 04 29 2013SR7A.pdf. Ygrene Energy Fund: As the selected PACE provider, Ygrene Energy Fund will provide financing, administration, marketing, legal and all services needed to launch a PACE program. Ygrene Energy Fund is a nationwide third-party PACE administrator providing program design, implementation, funding, contractor certification, marketing, administrative software, and support at no cost to participating jurisdictions. Ygrene's compensation for performing these services will be derived from the interest rate spread between the cost of funds and the interest rate they provide to property owners who voluntarily obtain financing through the program, as well as fees paid by applicants. The City of Sacramento and the County of Sacramento among other local jurisdictions have established PACE programs in conjunction with Ygrene Energy Fund. Ygrene offers a turnkey PACE program to cities and counties funded with private capital and is the only administrator to do so utilizing an SB 555 based model. Through contracts with cities, counties, or joint powers authorities, Ygrene serves as the administrator of the Community Facilities District, and works with PACE applicants and local contractors to facilitate improvements. There is no fiscal impact to the participating agencies' General Fund. Costs associated with CVAG's formation and implementations of this program are funded by reimbursements from Ygrene Energy Fund. Among the steps required to initiate a regional PACE program, the Executive Committee approved circulation to member jurisdictions of the attached Implementation Agreement (See Attachment 1). According to the CVAG Joint Powers Agreement (JPA), CVAG shall have the power in its own name ". . . To exercise jointly the common powers of its members to manage and administer any Implementation Agreement program . . ." and ". . . to exercise any powers authorized by an Implementation Agreement in furtherance of said agreement's purpose." CVAG's general counsel advised an approved Implementation Agreement is required to form the community facilities district and implement a regional PACE program. To become effective, the Implementation Agreement requires approval and execution by CVAG member agencies. Following this approval, execution, and delivery, the formal Staff Report CVAG PACE Program May 23, 2013 Page 4 of 5 process required for PACE district formation can be initiated by CVAG. (A summary of the formation process and estimated timeline is described in Attachment 3). For CVAG member agencies, approving, executing, and delivering the Implementation Agreement are the only actions necessary to participate in the CVAG regional PACE program. CVAG staff is available to assist member jurisdictions as needed. CVAG will then take all other necessary steps to establish and implement the PACE program. The Implementation Agreement also provides the opportunity for the CVAG Executive Committee to consider other PACE programs. Individual CVAG member jurisdictions would have the discretion to participate in other PACE programs. PACE financing is completely voluntary and the decision to participate in such a program is up to the property owner. Once the formation process is complete, financing for energy retrofits can be made available to consumers and businesses in our community. The funding source is private financing made available through Ygrene. Participating property owners pay for the retrofits, typically over a 15 to 20 year term, via an annual special tax on their property tax bill. Under the SB 555 framework, only property owners who choose to seek financing through the community facilities district (CFD) for energy- and water-related improvements to their property and unanimously vote to annex their property into the CFD will be subject to this program. They "vote" into the district by participating in the program. No property will be annexed into the CFD or subject to any part of this program without the express willing unanimous consent of the property owner(s). In preparation for launch of the PACE program, Ygrene will provide an introductory workshop about PACE financing as well as contractor training workshops to help local contractors use PACE financing to help their customers with energy efficiency, renewable energy, and water conservation projects. PACE programs have become powerful tools for municipal governments to stimulate local jobs while providing a competitive financing program for property owners. Property owners, including residential and commercial, can fund energy efficiency, solar/renewable energy and water conservation projects through PACE, with significant benefits for energy savings and greenhouse gas reduction. A regional program offers benefits in terms of economies of scale for funding and implementation. Enerqy Independence Proqram In 2008, the City of Palm Desert became the first jurisdiction to adopt a PACE program under Assembly Bill 811. The City's program referred to as Energy Independence Program (EIP) became the model program for several California Cities and Counties and eventually other states implementing PACE programs. Since 2008, the City has issued over $6.5M in loans to perform over 300 energy efficiency and renewable energy projects. If the City Council chooses to join the regional PACE program with CVAG, staff recommends that the City's EIP be suspended and the CVAG Clean Energy Program be the primary PACE program offered to Palm Desert property owners through Ygrene Staff Report CVAG PACE Program May 23, 2013 Page 5 of 5 Energy Fund. Ygrene Energy Fund would be the lead on program marketing, application review, contract preparation, contractor coordination and funding. Staffs only involvement would be to review and approve each contract. Fiscal Impact The financing and administration of the proposed regional PACE program are funded by the program implementer (Ygrene Energy Fund) and supported by private funding and administrative fees. Ygrene will provide reimbursement of administrative and other costs to the City of Palm Desert. Submitted By: rtin Alvarez Paul Gibson, Finance Director Director of Economic Development �� ved� �� .____.�� '�� ------- -�� 1t��i � _ n M. Wohlmuth, City Manager ��'�� : �1�4��i�: �i��!�il�: ��i�l��l� ��: , ��i�+�� sy��s�� =�;s @ffi� RESOLUTION NO. 2013-26 RESOLUTION OF THE CITY COUNCIL OF CITY OF PALM DESERT APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN IMPLEMENTATION AGREEMENT AUTHORIZING THE COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS TO IMPLEMENT, MANAGE AND ADMINISTER ONE OR MORE CLEAN ENERGY PROGRAMS AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Palm Desert (the "City") is a party to the Coachella Valley Association of Governments Joint Powers Agreement dated on or about November, 1973, as amended and restated on June 26, 1989, and as further amended and restated on June 16, 1998 (collectively, the "Joint Powers AgreemenY') pursuant to which the Coachella Valley Association of Governments ("CVAG") was formed to assist its members in coordinating and improving the planning and delivery of governmental responsibilities common to all member entities within the local region; WHEREAS, the Joint Powers Agreement provides that six or more members of CVAG, or if approved by the CVAG Executive Committee, two or more members of CVAG, may execute an implementation agreement for the purpose of authorizing CVAG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare; WHEREAS, the City has determined that it is in the best interest of the City and is beneficial to its residents to execute and deliver an implementation agreement (the "Implementation Agreement") authorizing CVAG to implement, manage and administer one or more clean energy programs (each, a "Clean Energy Program") (1) by forming a community facilities district within the jurisdictional boundaries of the parties to the Implementation Agreement and levying special taxes therein to finance the acquisition, installation, and improvement of energy efficiency, water conservation, and renewable energy improvements permanently affixed to or on real property and in buildings, whether the real property or buildings are privately or publicly owned, all in accordance with the Mello-Roos Community Facilities Act of 1982 as amended, including as amended by Senate Bill No. 555 (Statutes 2011, chapter 493) ("SB 555") and other state laws, and/or (2) by forming an assessment district within the jurisdictional boundaries of the parties to the Implementation Agreement and levying special assessments therein to finance certain energy efficiency improvements as provided by AB 811, enacted by the State Legislature on June 30, 2008, and codified at Streets and Highways Code sections 5898.10 et. seq. ("AB 811"); WHEREAS, the Implementation Agreement authorizes the CVAG Executive Committee, in its sole discretion, to determine whether to establish a Clean Energy Program under SB 555 or a Clean Energy Program under AB 811 on behalf of the parties to the Implementation Agreement. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Palm Desert, as follows: RESOLUTION NO. 2013-,�_ Section 1. The City Council (the "Council") finds and determines that the foregoing recitals are true and correct. Section 2. The form of the Implementation Agreement as presented to the Council is hereby approved. The Mayor (or his or her designee) is hereby authorized and directed to execute and deliver the Implementation Agreement on behalf of the City, which shall be in substantially the form presented to this meeting, with such changes therein, deletions therefrom and additions thereto as the City Manager of the City (or his or her designee) and the City Attorney of the City shall approve, which approval shall be conclusively evidenced by the execution and delivery of the Implementation Agreement. Section 3. The City Manager of the City (or his or her designee) and such other City officers and employees, as appropriate, are hereby authorized and directed, jointly and severally, to do any and all things, and to execute and deliver any and all documents, which any of them may deem necessary or desirable in order to implement the Implementation Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution; and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 4. All consents, approvals, notices, orders, requests and other actions permitted or required by the City in connection with the implementation, management or administration of any Clean Energy Program under the Implementation Agreement after the execution and delivery of the Implementation Agreement may be given or taken by the City Manager of the City (or his or her designee) and the City Attorney of the City, without further authorization by this Council, and the City Manager of the City (or his or her designee) and the City Attorney of the City are hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officers may deem necessary or desirable to further the purposes of this Resolution. Section 5. This Resolution shall take effect from and after its adoption. PASSED AND ADOPTED at a Meeting of the City Council of the City of Palm Desert held this 23rd day of May, 2013. AYES: NOES: ABSENT: ABSTAIN: JAN C. HARNIK, MAYOR ATTEST: RACHELLE D. KLASSEN, CITY CLERK CITY OF PALM DESERT, CALIFORNIA 2 RESOLUTION NO. 2013-26 Attachment 2: CVAG List of Eligible Improvements:Ygrene Energy Fund List of Eligible Improvements. The following are the Eligible Improvements thatwill be available under the CVAG regional Clean Energy (PACE) PROGRAM. Additional and/or alternative improvements may be added on a case-by-case basis, by mutual agreement of both parties, or the list may be modified to comply with state law. i. Energy Efficiency. The following energyDefficiency measures are approved for all building types: • Air Sealing and Ventilation • Air Filtration • Building Envelope • Duct Leakage and Sealing • Bathroom, ceiling, attic, and whole house fans • Insulation • Defect Correction • Attic, floor, walls, roof, ducts • Weather-Stripping • Home Sealing • Geothermal Exchange Heat Pumps • HVAC Systems • Evaporative Coolers • Cooler must have a separate ducting system from air conditioning and heating ducting system • Natural gas storage water heater • Tank-less water heater • Solar water heater system • Reflective insulation or radiant barriers • Cool roof • Windows and glass doors • U value of 0.40 or less and solar heat gain coefficient of 0.40 or less • Window filming • Skylights • Solar tubes • Additional building openings to provide additional natural light • Lighting • Energy Star listed (no bulb, only retrofits) • Pool equipment • Pool circulating pumps ii. Non-residential Building Measures. The following measures are allowed for commercial and non-residential buildings, in addition to all applicable energy efficiency measures listed above: • Occupancy-Sensor Lighting Fixtures • SMART Parking Lot Bi-Level Fixture • SMART Parking Garage Bi-Level Fixtures • SMART Pathway Lighting • SMART Wall Pack Fixtures • Task Ambient Office Lighting • Classroom Lighting • Refrigerator Case LED Lighting with Occupancy Sensors • Wireless, daylight lighting controls 3 RESOLUTION NO. 2013-2h • Kitchen Exhaust Variable Air Volume Controls • Wireless HVAC Controis & Fauit Detection iii. Solar Equipment. Eligible solar equipment for both residential and commercial properties includes: • Solar thermal hot water systems • Solar thermal systems for pool heating • Photovoltaic systems (electricity) • Emerging technologies—following the Custom Projects track and subject to CVAG approval. iv. Custom Projects. The below measures are examples of Custom Projects that will be considered for PROGRAM funding: • Building energy-management controls • HVAC duct zoning-control systems • Irrigation pumps and controls • Lighting controls • Industrial- and process-equipment motors and controls • Fuel cells • Wind-turbine power system • Natural gas • Hydrogen fuel • Other fuel sources (emerging technologies) • Co-generation (heat and energy) v. Water Conservation Measures: • Faucet aerators • Core-plumbing system • Gray-water system • Instantaneous hot-water heater • Recirculation hot-water system • Demand initiated hot-water system • Hot-water pipe insulation • Irrigation-control system • Irrigation system • Rainwater cistern • Low-flow showerhead • High-efficiency toilets • Demand water softener • Whole-house water-manifold system • Cooling-condensate reuse • Cooling-tower conductivity controllers • Deionization • Filter upgrades • Foundation drain water • Industrial-process water-use reduction • Pre-rinse spray valves • Recycled water source • Urinals, Waterless urinal 4 RESOLUTION NO. 2013-� Attachment 3: Outline of Process & Projected Timeline for Formation of Regional PACE District Completed April 29—Actions Taken by CVAG Executive Committee 1. Affirmed staff recommendation & RFP award 2. Approved Implementation Agreement— by 11:1 vote of inember agencies 3. Approved Joint Representation Agreement - 4. Accepted and approved Cost Recovery Agreement In Process Month of May—CVAG staff will provide PACE program briefing to all Member Cities and the County of Riverside with Request for Review and Approval of Implementation Agreement May 9, 2013—CVAG Energy and Environmental Resources Committee meeting May 13. 2013—Technical Advisory Meeting (City Managers) - CVAG staff will provide PACE program briefing, and review of Third Party Administration (TPA) Agreement and Scope of Work/Exhibit A between CVAG and Ygrene June 3, 2013—CVAG Executive Committee Meeting If the implementation agreement has been approved by CVAG memberjurisdictions, then: 1. Approve Resolution of Intention to form a Clean Energy (PACE) District 2. Approve Third Party Administration (TPA) Agreement and Scope of Work/Exhibit A 3. Accept/approve Boundary Map for Clean Energy District 4. Approve local goals and policies relating to Clean Energy (PACE) District 5. Set Second Hearing Date - no less than 30 days and no more than 60 days after first hearing (Schedule special meeting of Executive Committee) June 24, 2013—CVAG Executive Committee Meeting If implementation agreement is still being considered for approval by member jurisdictions as of the June 3 meeting, then the actions listed for completion at the June 3 Executive Committee meeting will be agendized for completion at the June 24 meeting. July 29?— Special Meeting of the CVAG Executive Committee (date to be determined) 1. Hold a public hearing regarding formation of a Clean Energy (PACE) District 2. Adopt Resolution of Formation establishing the District (minimum 30 days after adoption of Resolution of Intention to form a Clean Energy (PACE) District) 2. Adopt Staff Program Report 3. Authorize filing of Validation Action in Superior Court 5 CONTRACT N0. C32800 IMPLEMENTATION AGREEMENT AUTHORIZING THE COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS TO IMPLEMENT.MANAGE AND ADMINISTER THE CLEAN ENERGY PROGRAM THIS IMPLEMENTATION AGREEMENT is made and entered into on the day of , 2013 (this"Agreement")pursuant to Government Code Section 6500 et seq.,other pertinent provisions of law, and the Coachella Valley Association of Governments Joint Powers Agreement entered into on or about November, 1973, as amended and restated on June 26, 1989, and as further amended and restated on June 16, 1998 (collectively,the"Joint Powers AgreemenY'),by and between six or more, or if approved by the CVAG Executive Committee, two or more,of the following public agencies: (a) County of Riverside (b) City of Coachella (c) City of Indio (d) City of La Quinta (e) City of Indian Wells (� City of Palin Desert (g) City of Rancho Mirage (h) City of Cathedral City (i) City of Palm Springs (j) City of Desert Hot Springs (k) City of Blythe 1 CONTRACT N0. C32800 RECITALS A. Each member and party to this Agreement is a governmental entity established by law with full powers of govermnent in legislative,administrative, fmancial and other related fields. The Coachella Valley Association of Governments("CVAG")was formed so that its members might coordinate and improve the planning and delivery of governmental responsibilities common to all member entities within the local region. B. The purpose of this Agreement is to authorize CVAG pursuant to the Joint Powers Agreement to implement,manage and administer a SB 555 Clean Energy Program and/or an AB 811 Clean Energy Program as described herein within the jurisdictions of the parties to this Agreement and to adopt ordinances and resolutions pertaining to same. C. Each party to this Agreement is a member of CVAG and is also a local agency defined in the Mello-Roos Community Facilities Act of 1982,as amended, including as amended by Senate Bill No. 555 (Statutes 2011, chapter 493)(the"Act"). Each party has the power under the Act and other state laws to establish a clean energy program("SB 555 Clean Energy Program")by forming a community facilities district within such party's jurisdictional boundaries and levying special taxes therein to finance the acquisition,installation,and improvement of energy efficiency,water conservation, and renewable energy improvements permanently affixed to or on real property and in buildings,whether the real property or buildings are privately or publicly owned (the"Authorized Improvements"), all in accordance with the Act. D. Section 533162 of the Act permits the legislative bodies of two or more local agencies to enter into a joint community facilities agreement or joint exercise of powers agreement to exercise any power authorized by the Act if the legislative body of each entity adopts a resolution declaring that the joint agreement would be beneficial to the residents of that 2 CONTRACT N0. C32800 entity. Each party to this Agreement has determined that it is in its best interests and would be beneficial to its residents to join together with other parties to this Agreement and authorize CVAG to implement the SB 555 Clean Energy Program on behalf of such parties through the formation of a community facilities district under the Act within the jurisdictions of the parties to this Agreement and the levy of special taxes therein to finance the Authorized Improvements and to otherwise authorize CVAG to implement,manage and administer the SB 555 Clean Energy Program for the parties. This Agreement, together with the Joint Powers Agreement, is intended to satisfy the provisions of Section 53316.2 of the Act. At the sole discretion of the CVAG Executive Committee, said SB 555 Clean Energy Program would be in addition to or an alternative to an AB 811 Clean Energy Program. E. Assembly Bi11811, enacted by the State Legislature on June 30, 2008, and codified at Streets and Highways Code sections 5898.10 et seq. ("AB 811")permits cities and counties to assist property owners who desire to undertake energy-efficient improvements, such as high-efficiency air conditioners,or install renewable energy projects, such as solar panels. The CVAG members and parties to this Agreement have the common power to implement and administer contractual assessment programs pursuant to AB 811 (the "AB 811 Clean Energy Program")to finance such improvements and projects within their jurisdictions. Each party to this Agreement has determined that it is in its best interests and would be beneficial to its residents to join together with other parties to this Agreement and authorize CVAG to implement an AB 811 Clean Energy Program on behalf of such parties through a contractual assessment program as permitted by AB 811 to assist property owners in financing the cost of installing distributed generation renewable energy sources or making energy efficiency improvements that are permanently affixed to real property. At the sole discretion of the CVAG Executive 3 CONTRACT N0. C32800 Committee, said AB 811 Clean Energy Program would be in addition to or an alternative to the SB 555 Clean Energy Program. I. PURPOSE AND POWERS. 1.1 Purpose of the A�reement. Each party to this Agreement has the common power under the Act and other state laws to establish the SB 555 Clean Energy Program by forming a community facilities district within such party's jurisdictional boundaries and levying special taxes therein to finance the acquisition, installation, and improvement of the Authorized Improvements, all in accordance with the Act. Each party to this Agreement also has the common power to establish a Clean Energy Program under AB 811 and other state laws,whereby contractual assessment financing can be made available to eligible property owners within that party's jurisdictional boundary. The purpose of this Agreement is to jointly exercise either or both of the foregoing common powers to implement,manage and administer the SB 555 Clean Energy Program and/or the AB 811 Clean Energy Program on behalf of the parties to this Agreement, (1)through the formation of a community facilities district within the jurisdictions of the parties to this Agreement and the levy of special taxes therein, in the case of the SB 555 Clean Energy Program, or(2) through the formation of an assessment district within the jurisdictions of the parties to this Agreement and the levy of special assessments therein, in the case of the AB 811 Clean Energy Program. The CVAG Executive Committee, in its sole discretion, shall determine whether to establish the SB 555 Clean Energy Program and/or the AB 811 Clean Energy Program on behalf of the parties to this Agreement. Each party hereto consents to the formation 4 CONTRACT N0. C32800 of a community facilities district and/or establishment of an AB 811 Clean Energy Program by CVAG within such party's jurisdictional boundaries and consents to the assumption of jurisdiction by CVAG for the proceedings,the levy, collection and enforcement of the special tax and the incurrence of debt. 1.2 Powers. CVAG through its Executive Committee is hereby authorized to perform all necessary functions to fulfill the purposes of this Agreement. CVAG shall have the power in its own name to do any of the following: a. To exercise jointly the common powers of its members under the Act and/or AB 811 and other state laws to provide for the implementation,management and administration of the Clean Energy Program; b. To make and enter into contracts; c. To contract for the services of engineers, attorneys,planners,program administrators, financial consultants and separate and apart therefrom to employ such other persons, as it deems necessary; d. To incur debts, liabilities or obligations; e. To adopt rules,regulations,policies,bylaws and procedures governing the operation of CVAG in accordance with the enumerated purposes contained herein; f. To apply for an appropriate grant or grants under any federal, state,or local programs for assistance in developing the Clean Energy Program; g. To receive gifts,contributions and donations of property, funds, services and other forms of fmancial assistance from persons, firms, corporations and any governmental entity; h. To acquire, hold,and dispose of property; 5 CONTRACT N0. C32800 i. To acquire, construct,manage,maintain, and operate any buildings, works,or improvements; j. To sue and be sued in its own name; and k. To the extent not herein specifically provided for,to exercise any powers in furtherance of the purpose of this Agreement in the manner of and according to the methods provided under applicable laws. IL ADMISSION AND WITHDRAWAL OF PARTIES 2.1 Admission of New Parties It is recognized that public entities, other than the original parties, may wish to participate in this Agreement. Additional Coachella Valley public entities may become parties to this Agreement upon such terms and conditions as provided by the General Assembly or Executive Committee. 2.2 Withdrawal Each party hereto shall participate in this Agreement until the purposes set forth in this Agreement are accomplished and shall not withdraw until the termination of this Agreement pursuant to Section 3.1. III. TERMINATION AND DISPOSITION OF ASSETS 31 Termination. The term of this Agreement shall extend to December 31, 2043 or the date on which a notice of cessation of special tax lien has been recorded with respect to all properties 6 CONTRACT N0. C32800 participating in the Clean Energy Program and all debt incurred with respect to the Clean Energy Program is repaid in full and no longer outstanding,whichever is later. Subject in all respects to the preceding sentence,termination shall be accomplished by written consent of all of the parties in the event that no communities facilities district has been formed. 3.2 Distribution of Propertv and Funds. In the event of the termination of this Agreement, any property or funds of CVAG relating to the Clean Energy Program following the discharge of all obligations shall be disposed of as the Executive Committee shall deternune. The Executive Committee shall consider, to the extent legally possible, the objective of returning to each party a proportionate return on the contributions made by such parties, less previous returns,if any. IV. MISCELLANEOUS 4.1 Effective Date. This Agreement shall be effective and CVAG shall be authorized to proceed under this Agreement when this Agreement has been executed by any six or more, or if approved by the CVAG Executive Committee, two or more,of the public agencies enumerated herein. 4.2 PartialInvaliditv. If 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. 7 CONTRACT N0. C32800 4.3 Amendments. This Agreement may be amended from time to time with the approval of not less than two-thirds(2/3) of the members to the Agreement; provided that no amendment may be permitted that would impact powers or purpose of this Agreement or have an adverse impact on the Clean Energy Program. 4.4 Arbitration. Any controversy or claim between any two or more parties to this Agreement, or between any such party or parties and CVAG,with respect to disputes, demands, differences, controversies, or misunderstandings arising in relation to interpretation of this contract, 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 CVAG. 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 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 shall each designate a person to act as an arbitrator. The two designated arbitrators shall mutually designate a third person to serve as arbitrator. The three 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. 8 CONTRACT N0. C32800 4.5 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which,when so executed, shall be deemed to be an original,but all such counterparts shall constitute but one and the same instruinent. 4.6 Execution. The Board of Supervisors of the County of Riverside andJor the City Councils of the cities enumerated herein have each authorized execution of this Agreement as evidenced by the authorized signatures below respectively. 9 CONTRACT N0. C32800 COUNTY OF RIVERSIDE By Supervisor John J. Benoit Authorized Representative of the Board of Supervisors CONTRACT N0. C32800 CITY OF COACHELLA By Mayor Eduardo Garcia CONTRACT N0. C32800 CITY OF INDIO By Mayor Elaine Holmes CONTRACT N0. C32800 CITY OF LA QUINTA By Mayor pon Adolph CONTRACT N0. C32800 CITY OF INDIAN WELLS By Mayor Mary T. Roche CONTRACT N0. C32800 CITY OF PALM DESERT By Mayor Jan Harnik CONTRACT N0. C32800 CITY OF RANCHO MIRAGE By Mayor Richard W. Kite CONTRACT N0. C32800 CITY OF CATHEDRAL CITY By Mayor Kathleen DeRosa CQNTRACT N0. C32800 CITY OF PALM SPRINGS By Mayor Stephen Pougnet CONTRACT N0. C32800 CITY OF DESERT HOT SPRINGS By Mayor Yvonne Parks CONTRACT N0. C32800 CITY OF BLYTHE By Mayor Oscar Galvan