17-092 Western Riverside Council of Goverments; Amendment to Joint Powers Agreement (JPA), Permit the Provision of Property Assessed Clean Energy (PACE) Program Services (Resolution No. 17-014)EXHIBIT A
AMENDMENT TO THE JOINT POWERS AGREEMENT
ADDING CITY OF CUPERTINO AS
AS AN ASSOCIATE MEMBER OF THE
WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS
TO PERMIT THE PROVISION OF PROPERTY ASSESSED CLEAN
ENERGY (PACE) PROGRAM SERVICES WITHIN SUCH CITY
This Amendment to the Joint Powers Agreement ("JPA Amendment") is made and
entered into on the _day of February 7, 2017, by City of Cupertino ("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 7, 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").
Wl:-lEREAS, 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 has established a PACE program designated as the "California
HERO Program" pursuant to Chapter 29 which authorizes the implementation of such
PACE financing program for cities and counties throughout the state; and
WHEREAS, City desires to allow owners of property within its jurisdiction to participate in
the California HERO Program and to allow Authority under Chapter 29 , as it is now
enacted or may be amended hereafter, to finance Improvements to be installed on such
properties; and
WHEREAS, this JPA Amendment will permit City to become an Associate Member of
Authority and to participate in California HERO Program for the purpose of facilitating the
implementation of such program within the jurisdiction of City; 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 through the California HERO
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Program, including the operation of such PACE financing program , within the
incorporated territory of City; and
WHEREAS, the JPA Amendment sets forth the rights, obligations and duties of City and
Authority with respect to the implementation of the California HERO Program within the
incorporated territory of City.
MUTUAL UNDERSTANDINGS
NOW, THEREFORE , for and in consideration of the mutual covenants and conditions
hereinafter stated , the Parties hereto agree as follows:
A. JPA Amendment.
1. The Authority JPA. City agrees to the terms and conditions of the Authority
JPA, attached.
2. Associate Membership. By adoption of this JPA Amendment, City shall
become an Associate Member of Authority 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 JPA, 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 Authority. This JPA Amendment shall not be interpreted as
limiting or restricting the rights of Authority under the Authority JPA. Nothing in this JPA
Amendment is intended to alter or modify 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 HERO Program within City Jurisdiction. The
boundaries within which contractual assessments may be entered into under the
California HERO Program (the "Program Boundaries") shall include the entire
incorporated territory of City.
2. Determination of Eligible Improvements. Authority shall determine the
types of distributed generation renewable energy sources, energy efficiency or water
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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. Implementation of California HERO Program Within the Program
Boundaries. 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
implement its plan for the financing of the purchase and installation of the Eligible
Improvements under the California HERO Program within the Program Boundaries.
5. Ongoing Administration. Authority shall be responsible for the ongoing
administration of the California HERO Program, including but not limited to producing
education plans to raise public awareness of the California HERO 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 property owners participating in such program, levying and
collecting assessments due under the California HERO Program, taking any required
remedial action in the case of delinquencies in such assessment payments, adopting and
implementing any 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 HERO 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. 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. Notwithstanding the foregoing, City
may withdraw, either temporarily or permanently, from its participation in the California
HERO Program or either the residential or commercial component of the California HERO
Program upon thirty (30) written notice to WRCOG without liability to the Authority or any
affiliated entity. City withdrawal from such participation shall not affect the validity of any
voluntary assessment contracts (a) entered prior to the date of such withdrawal or (b)
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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 City's notice of withdrawal.
2. Mutual Indemnification and Liability. Authority and City shall mutually
defend, indemnify 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, errors or omissions of the indemnifying party or its directors, officials,
officers, employees and agents in connection with the California HERO 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 HERO Program under this JPA Amendment.
4. Cooperative Effort. City shall cooperate with Authority by providing
information and other assistance 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:
Authority:
Western Riverside Council of Governments
4080 Lemon Street, 3rd Floor. MS1032
Riverside , CA 92501-3609
Att: Executive Director
City:
City of Cupertino
10300 Torre Ave
Cupertino, CA 95014
Att: Misty Mersich, Sustainability Manager
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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 Party
acknowledges that no representation, inducement, promise of agreement, oral or
otherwise, has been made by the other Party 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 of the 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 . Attorney'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 acco rdance with the laws of the State of California, as applicable.
10. No Third Party Beneficiaries. This JPA Amendment shall not create any
right or interest in the public, or any member thereof, as a third party beneficiary hereof,
nor shall it authorize anyone not a Party 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.
11. 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.
14 . Effective Date. This JPA Amendment shall become effective upon the
execution thereof by the Parties hereto .
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IN WITNESS WHEREOF, the Parties hereto have caused this JPA Amendment to be
executed and attested by their officers thereunto duly authorized as of the date first above
written.
[SIGNATURES ON FOLLOWING PAGES]
WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS
By: , Na me: __ ____..____,.........,--------
Title:
203 23 .00016\8035 530 .3
APPROVED AS TO FORM:
<l.,!zr,::····.
~ Randolph Stevenson H o m
City Attorney
A-rTEfT :
Date: ~ /2. 2 II? ------.-=.--.,----+--f------
Date:
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....... ~ ...
Up d ated thro ugh June 4 , 2 0 1 3
Revised
JOINT POWERS AGREEMENT OF
THE WESTERN RIVERSIDE
COUNCIL OF GOVERNMENTS
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 w ith full powers of government in legis lative , adm inistrative , financial ,
and other related fields .
B . . The purpose of the formation is to provide an agency to conduct stud ies
and projects designed to improve and coordinate the common governmental
responsibilities and services on an area -wide and regional bas is through the
' establishment of an association of governments . The Council will explore areas of inte r -
governmental cooperation and coordination of government programs and provide
recommenda t ions and solutions to problems of common and general concern .
C . When authorized pursuant to an Implementation Agreement, the Council
shall manage and administer thereunder .
NOW, THEREFORE , in cons ide ration of the mutual promises and covenants
herein contained, the parties hereto agree as follows :
20323.00002\1 494125.6
I.
PURPOSE AND POWERS
1.1 Agency 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 act ion in the interest of local public welfare and means of
improvements in the administration of governmental services ; and
d . Serve as the clearinghouse rev iew body for Federally-funded
projects in accordance with Circular A -95 in conjunction with the Southern California
Association of Governments .
20323 .00002\1494125 .6 2
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 ;
II .
ORGANIZATION OF COUNCIL
20323 .00002\1494125 .6 3
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 cond itions as established by the general
council or executive comm ittee , and which has not, pursuant to provisions hereof,
withdrawn therefrom . Only the parties ident ified in this section and Associate Members
approved under section 8.2 of th is Agreement, if any , shall be cons idered 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 sect ion 8 .2 of th is
Agreement.
2 .2 Names .
The names , particular capacities and addresses of the parties at any time shall
be shown on Exhibit "A" attached hereto, as amended or supplemented from t ime to
time.
2 .3 Duties.
WRCOG sha ll do whatever is necessary and requ ired to ca r ry out the
purposes of this agreement and when author ized by an Implementation Agreement
pursuant to section 1.2.3 as appropriate , to make and enter into such contracts , incur
such debts and obligations , assess contribut ions from the members , and perform such
other acts as are necessary to the accomplishment of the purposes of such agreement ,
20323.00002\149q l 25.6 4
within the provisions of Government Code Section 6500 et seq . and as prescribed by
the laws of the State of California .
2.4 Governing Body.
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 Mun icipal 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 mayo r, 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 administ ration 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 sha ll 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 d iscretion, can appoint a Mayor Pro Tern or other city council
20323 .0 0 002\l e94125 .6 5
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 . In 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 .
20323.00002\1 494 125 .6 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 Meetings .
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\149 q1 2S .6 7
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 forwarded 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
Implementation 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. It 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\1 49412 5 .6 8
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 office for a period of one
year commencing July 1st of each and every fiscal year; provided , however, the first
chairperson and vice chairperson appo inted 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 may , as it deems appropriate, appoint
committees to accomplish the purposes set forth herein . All committee meetings of
WR COG , including those of the Executive Committee , shall be open to all members .
2 .1 4 Additional Officers and Employees .
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 Bonding 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\1494125.6 9
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 WR COG .
2 .16 Status of Officers and Employees .
All of the priv ileges and immunities from liability, exemption from laws ,
ordinances and rules , all pension , relief, d isability , 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\1 494125 .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 .
Ill
FUNDS AND PROPERTY
3.1 Treasurer.
The Treasury of the member agency whose Treasurer is the Treasurer for
WRCOG shall be the depository fo r WRCOG . The Treasurer of the Council shall have
custody of all funds and shall provide for strict accountability thereof in accordance w ith
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. Expend iture 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 .000 02\14 94125 .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 .
In 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 cap ita
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 1st of the fiscal year for which they are assessed or
within sixty days of being informed of the assessment , whichever occurs later . In
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 WR COG .
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 .
20323 . 00002 \ 1 494 125. 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 Budget.
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
20323.00002\1494125.6 13
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 Budget.
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 .
5 .1 Liabilities .
V
LIABILITIES
The debts, liabilities, and obligation of WRCOG shall be the debts ,
liabilities , or obligations of WR COG alone and not of the parties to this Agreement.
5.2 Hold Harmless and Indemnity.
20323.00002\1494 125.6 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
resulti ng from negligent acts or omiss ions of the indemnifying party or its employees.
Where the General Assembly or Executive Committee itself or its agents or employees
are he ld liable for injuries to persons or property , each party's liability for contribution or
indemnity for such injuries shall be based proportionately upon the contribut ions (less
voluntary contributions) of each member. In the event of liab i lity 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 part ies 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 Do llars ($100 .00). The party or part ies directly
responsible for the negligent or wrongful acts or om issions shall indemnify , defend , and
hold all other parties harmless from any liability for personal i njury or property damage
ar ising 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 omiss ion within the mean ing of this Subsection.
VI
ADMISSION AND WITHDRAWAL OF PARTIES
6 .1 Admission of New Parties .
It is recogn ized that additional cities other than the original pa rties , may
wish to participate in WRCOG . Any Western Rive rside County city may become a party
20323.00002\14~4125 .6 15
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 Withdrawal from WRCOG .
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 otherwise provided by the General
Assembly or Executive Committee , shall be conditioned as follows :
a . In 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 c laims
20323 .00002\1494125.6 16
relating to distribution of property and funds upon termination of WR COG as set forth in
Section VI I below;
d . Withdrawal from any Implementation Agreement shall not be
deemed withdrawal from membership in WRCOG .
VII
TERMINATION AND DISPOSITION OF ASSETS
7.1 Termination of this Agreement.
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 WR COG.
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
inWRCOG .
7 .2 Distribution of Property and Funds .
In 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 .
VIII
20323 .00002\1494125.6 17
PACE IMPLEMENTATION AND PARTICIPATION AGREEMENTS ;
ASSOCIATE MEMBERSHIP
8 .1 Execution of Agreement.
When authorized by the Executive Committee, any affected member
agency or agencies enumerated herein, may execute an Implementation 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 Implementation Agreement.
8 .2 PACE Agreements ; 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 WR COG.
WRCOG , acting through its Executive Committee, shall be empowered to
establish an "Associate Member" 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\1 49 4125 .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 otherwise 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 .
9.1 Amendments .
IX
MISCELLANEOUS
This Agreement may be amended with the approval of not less than
two-thirds (2/3) of all member agencies .
20323.00002\1494 1 25.6 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 "A", 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 1 hereof.
20323 .00002\1494 1 25 .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
intentio"n 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\1494 1 25.6 21
9 .5 Partial Invalidity .
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.
9 .6 Successors .
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the parties hereto .
9.7 Ass ignment.
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 49412 5.6 22
Original Members Agencies
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
9. 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
Additional City Members
1. City of Eastvale (added on 08/02/2010, Resolution 01-11)
2. City of Jurupa Valley (added on 07/29/2011 , Resolution 02 -12)
3. City of Menifee (added on 10/06/2008 , Resolution 03-09)
4. City of Wildomar (added on 08/04/2008 , Resolution 01-09)
20323.00002\1494 1 25.6 23
THE WESTERN RIVERSIDE
COUNCIL OF GOVERNMENTS
Participating Agencies
5 . Eastern Municipal Water District (membership on the Governing Board
of WR COG , 05/11/2009)
6 . Western Municipal Water District (membership on the Governing Board
of WR COG , 05/11/2009)
7 . Riverside County Superintendent of Schools (membership as an ex-
officio , advisory member of WRCOG , 11/07/2011)
8 . Morongo Band of Mission Indians (membersh ip as an ex-officio,
\
adv isory member of WR COG, 6/4/2013)
20323 .00002\1494125 .6 24