Resolution 15464CITY OF ALAMEDA RESOLUTION NO. 15464
CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE
CITY'S JURISDICTION IN THE GOLDEN STATE FINANCE
AUTHORITY COMMUNITY FACILITIES DISTRICT TO FINANCE
RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY
AND WATER CONSERVATION IMPROVEMENTS AND OTHER
AUTHORIZED IMPROVEMENTS AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY
RELATED THERETO
WHEREAS, the Golden State Finance Authority is a joint powers authority (the
"Authority") established pursuant to Chapter 5 of Division 7, Title 1, of the Government
Code of the State of California (Section 6500 and following) and the Joint Powers
Agreement entered into on July 1, 1993, as amended to date (the "Authority JPA"); a copy
of the Authority JPA (without the signature pages) is attached hereto as Exhibit A; and
WHEREAS, the Authority has amended the Authority JPA to formally change its
name from California Home Finance Authority to Golden State Finance Authority; and
WHEREAS, the Authority has established a Community Facilities District, CHFA
No. 2014-1 (Clean Energy) (the "Authority CFD Program") in accordance with the Mello-
Roos Community Facilities District Act, set forth in section 53311 through 53368.3 of the
California Government Code (the "Act") and particularly in accordance with sections
53313.5(1) and 53328.1(a) (the "District"); and
WHEREAS, the purpose of the Authority CFD Program is to finance or refinance
(including the payment of interest) the acquisition, installation, and improvement of energy
efficiency, water conservation, renewable energy and electric vehicle charging
infrastructure improvements permanently affixed to private or publicly-owned real
property (the "Authorized Improvements"); and
WHEREAS, the City of Alameda (the "City") is committed to development of
renewable energy generation and energy efficiency improvements, reduction of
greenhouse gases, and protection of the environment; and
WHEREAS, in the Act, the Legislature has authorized a parcel within the territory
of the District to annex to the District and be subject to the special tax levy of the District
only (i) if the city or county within which the parcel is located has consented, by the
adoption of a resolution by the applicable city council or county board of supervisors, to
the inclusion of parcels within its boundaries in the District and (ii) with the unanimous
written approval of the owner or owners of the parcel when it is annexed (the "Unanimous
Approval Agreement"), which, as provided in section 53329.6 of the Act, shall constitute
the election required by the California Constitution; and
WHEREAS, the PACE Provider will provide support and resources to any Participating
Entity as requested related to education, outreach and development of the energy
upgrade industry and trades; and
WHEREAS, the PACE Provider will support, align and integrate its efforts with the
community-wide goals for job creation, resource demand reduction, and renewable
energy generation; and
WHEREAS, the PACE Provider will establish its own interest rates, repayment terms, and
fees as state and federal laws and the market defines and allows; and
WHEREAS, the PACE Provider will arrange for the collection of Property Assessed Clean
Energy assessments it has financed directly with the Participating Entity's County Tax
Collector's Office; and
WHEREAS, this Agreement does not include any financial arrangements between the
PACE Provider, ABAG and the Participating Entity adopting this Agreement, nor does it
preclude any separate contracts, contract terms for services or support; and
WHEREAS, the purpose of this Agreement is to set forth the mutual understandings
between ABAG and the PACE Provider and to establish basic operating procedures for
any PACE provider operating within the ABAG territory, and any Participating Entity that
adopts this agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the parties hereto agree as follows:
AGREEMENT
1 Definitions.
1.1 "Eligible improvement" is a technology, product or tool officially approved by
the PACE provider. The improvements may include distributed generation
renewable energy sources, energy and water efficiency improvements, and
electric vehicle charging infrastructure improvements that will be permanently
affixed to real property, and any additional improvements deemed eligible in
the future by the California Legislature and/or the California Judiciary.
1.2 "PACE Provider" is an entity participating in ABAG territory administering a
program providing Property Assessed Clean Energy {PACE) financing.
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 2 of 15
1.3 "Participating Entity" is any city, town, county or the City and County of San
Francisco located within ABAG's geographical boundaries that adopt this
Agreement.
1.4 "Participating Contractor" is any contractor that has agreed to, and abides, by
the terms and conditions of the PACE Provider's contractor standards.
1.5 "Property Assessed Clean Energy {PACE) Financing" is a means of financing
distributed generation, renewable energy sources, energy and water efficiency
improvements, electric vehicle charging infrastructure and other
improvements deemed eligible by the California legislature that will be
permanently affixed to real property, whereby the funds provided to pay for
the improvements are repaid through contractual assessments and/or special
taxes, utilizing either California Assembly Bill 811 (Levine, 2008) ("AB 811"),
which amended §§5898.10-5899.3 of the California Streets and Highways
Code; or California Senate Bill 555 (Hancock, 2011) ("SB 555"), which amended
certain portions of §§53311-53368.3 of the California Government Code and
each as subsequently amended.
1.6 "Work" as defined throughout this Agreement is the collaborative, non-
competitive, effort between the PACE Provider and ABAG to support the
citizens of ABAG member jurisdictions in completing water, energy efficiency
upgrades, and the installation of renewable energy generating improvements.
2 Scope of Work I Collaboration.
2.1 PACE Provider's Specified Services. The PACE Provider will offer and provide
Property Assessed Clean Energy Financing under the requirements of AB 811
and/or SB 555.
2.2 Performance Standard. PACE Provider shall perform all work hereunder in a
manner consistent with the level of competency and standard of care normally
observed by an organization administering a Property Assessed Clean Energy
financing program pursuant to California Assembly Bill 811 and/or California
Senate Bill 555. ABAG has relied upon the professional ability and expertise of
PACE Provider as a material inducement to enter into this Agreement. PACE
Provider hereby agrees to provide all services under this Agreement in
accordance with generally accepted professional practices and standards of
care, as well as the requirements of applicable federal, state and local laws. If
ABAG is concerned that any of PACE Provider's work is not in accordance with
the level of competency and standard of care described herein, ABAG shall
have the right to do any or all of the following: (a) require PACE Provider to
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 3 of 15
discuss with Participating Entity and/or to review the quality of the work and
resolve matters of concern; (b) terminate this Agreement pursuant to the
provisions of Section 5, Termination; or (c) pursue any and all other remedies
available to ABAG at law or in equity.
Financing Provision Requirements.
The PACE Provider will:
2.3.1 Include a process to receive acknowledgement and confirmation of
satisfaction with work completed from the applicant before project
payment is disbursed and have a published dispute resolution process
available for customers.
2.3.2 Provide summary of financing details (including assessment or special tax
amount and terms, financing installments and estimated administrative
expenses) to the applicant specific to the requested amount of the
financing.
2.3.3 For residential properties, require an applicant's acknowledgment of the
Federal Housing Finance Agency position on PACE by a separate
signature/initial acknowledgement, in a Residential Disclosure Signature
Form that is substantially similar in content to Attachment l(a) or l(b), as
approved by ABAG.
2.3.4 Provide training to contractors and information to property owners on
the availability of rebates (for all utility and generation types), including
and not limited to city and county rebate programs, BayREN programs,
PG&E programs, and other such offerings. (For information about local
programs, the contractor and/or home owner may be directed to the
BayREN Home Upgrade Advisor at 866-878-6008.)
2.3.5 Require that applicable building permits are obtained for all
improvements in Participating Entities.
2.3.6 Verify that all property taxes for the assessed property are current for the
previous three years or since the current owner acquired the property,
whichever is shorter.
2.3.7 Recommend that property owners consult with a tax professional prior to
claiming any tax deductions associated with the project and not
recommend that homeowners take any particular filing position
regarding their annual or semi-annual PACE assessment payments.
2.3.8 Not represent that the full assessment is tax deductible.
2.3.9 Have a consistent plan for removal of assessments at end of repayment
term, prepayment and/or in the event of program closure.
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 4 of 15
2.4 Financial Policies.
The PACE Provider will:
2.4.1 For programs offering residential PACE financing, be an active participant
in the California Alternative Energy and Advanced Transportation
Financing Authority (CAEATFA) PACE Loan Loss Reserve Program or
comparable loan loss reserve program which includes at minimum the
parameters outlined in Attachment 2.
2.4.2 Notify ABAG six months in advance if funding capacity available from the
PACE Provider to prospective PACE customers in the Participating Entity
will fall below the amount dispersed in the previous six months of
operation.
2.4.3 Notify ABAG of any foreclosure action as a result of a default in the
payment of a PACE assessment on property within ABAG's geographical
boundaries, where the PACE assessment was originated by the PACE
Provider.
2.5 Documents, Data, and Information Policies.
The PACE Provider will:
2.5.1 Provide to Participating Entity (for internal evaluation purposes only and
not for distribution to any third party or for marketing purposes, other
than as required by law, by request of Participating Entity, electronic
access to the name, business name, and California State Contractors
license number of participating contractors of the PACE Provider's
program whose business address is located in the requesting
Participating Entity or who conduct business in the requesting
Participating Entity.
2.5.2 Retain completed Residential Disclosure (hardcopy or electronic) on file
for duration of assessment, and furnish to Participating Entity upon
request.
2.5.3 Provide upon request either direct real time access to data or quarterly
reports in an open electronic file format (such as Microsoft Excel) to
Participating Entity by request for internal evaluation purposes only (and
not for distribution to any third party, including, without limitation, utility
companies, services providers and equipment manufacturers or for
marketing purposes) that includes the following information for each
assessment:
a. Required data:
i. Assessor's Parcel Number (APN) of the property
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 5 of IS
ii. Dollar amount financed (the amount of the assessment
and/or special tax)
iii. Listing of all energy efficiency and water conservation
eligible improvements installed by virtue of the
financing, including the unit of measure for the
improvement and the quantity installed as captured by
Participating Contractor
iv. Listing of all renewable generation improvements
installed and the solar STC-DC rating in watts or kilowatts
as captured by Participating Contractor
v. Estimated energy and water savings (in appropriate
units) associated with the project
b. If available (in the aggregate):
i. Amount of rebate or incentive dollars associated with
the project (not financed) and the name of the program
ii. How the customer heard about PACE financing
iii. Why the customer selected PACE over other financing
instruments available
iv. Why the customer selected their final PACE Provider
over the other members
The Participating Entity will:
Maintain the privacy and security of data received from PACE Provider. Participating
Entity shall comply with all applicable state and federal laws, regulations and applicable
California Public Utilities Commission regulations. Participating Entity may only provide
reports relating to Section 2.5.3(a)(ii)-(v) for public distribution that aggregate the data
such that individual customer information cannot be identified, unless such customer
has authorized written release of individual customer information. A Participating Entity
shall not share with any third party the data and reports provided by a PACE Provider
pursuant to Section 2.5.3(b) (if any).
2.5.4 Provide the documents required for participation in the PACE Providers'
PACE Financing program to Participating Entity officials.
2.5.5 Provide support to Participating Entity's staff to facilitate adoption of
required participation documents.
2.6 ABAG will encourage Participating Entity to offer staff resources and
support to bring forward to their respective boards or councils the documents
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 6 of 15
provided by the PACE Provider required for participation in the PACE Provider's PACE
financing product.
2.7 Branding I Marketing Requirements.
The Parties will:
2.7.1 Collaborate on any local and/or regional efforts that may impact PACE
financing participation to achieve the best possible outcome for property
owners.
2.7.2 Represent the role of ABAG as the local neutral third party, not-for-profit,
public service agency supporting the public through the upgrade process,
with the following message to consumers: Among the financing products
available, competition is encouraged to the benefit of the consumer, with
the common goal of successful completion of projects.
The PACE Provider will:
2.7.3 Provide assistance to ABAG and any Participating Entity signing this
Agreement for: (1) coordinating and implementing the integration of the
PACE Provider into applicable BayREN and other relevant energy
efficiency programs; and (2) support of contractor training.
2.7.4 Provide specific training for participating contractors engaged with local
PACE programs using the PACE Provider's financing product, materials,
collateral, tools, and associated software, through training offered
directly from the PACE Provider.
2.7.5 Provide professional services, template documents, and other services
reasonably necessary to staff for integrating the PACE Provider's
financing option into the websites of any Participating Entity requesting
such assistance.
2.7.6 Provide training and resources to any Participating Entity as needed to
build understanding and support for use of the PACE financing product
ABAG will encourage ABAG members to:
2. 7. 7 Present with impartiality the financing products of the PACE Providers in
all venues to the public.
2.7.8 Present marketing collateral of all financing products (where applicable)
with impartiality in education and outreach materials and events
2.8 PACE Providers Responsibilities Regarding Participating Contractor.
PACE Providers will:
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 7 of 15
2.8.1 Require that contractors have the appropriate California State License
Board (CSLB) license in good standing
2.8.2 Require, in accordance with California State License Board requirements,
that contractors' bonding is in good standing
2.8.3 Require, in accordance with California State License Board requirements,
that contractors have appropriate Workers' Compensation coverage
2.8.4 Require that contractors have a minimum of $1M of commercial general
liability insurance
2.8.5 NOT endorse, recommend, or refer any specific contractor other than
contractors who are to PACE Provider's knowledge, in good standing with
CSLB, are insured and meet material program eligibility requirements
2.8.6 NOT make any representation or warranty regarding the qualifications,
licensing, products, or workmanship of any contractor
2.8.7 NOT make any warranty regarding the contractor's work or products
purchased from contractors provided
2.8.8 NOT accept any liability that may be alleged to arise from the work of any
listed contractor on a customer project or from any reliance on any
claims, statements, or other descriptions regarding a contractor's
certifications, licenses, qualifications or products
2.8.9 Comply with provisions of Section 2.3.7 of this Agreement.
2.8.10 Via trainings and customer complaint system, require that contractors
and their representatives, employees, and agents do not represent
themselves as agents, representatives, contractors, subcontractors, or
employees of ABAG or any Participating Entity, or claim association or
affiliation with ABAG or any Participating Entity.
2.8.11 Independently engages the Participating Entity's Tax Collector for
administration of property tax assessments placed through its financing
product.
3 Payment. This Agreement does not include any financial arrangements between the
PACE Provider and ABAG, nor does it preclude any separate contracts for services or
support.
4 Term of Agreement. The term of this Agreement shall be from the Effective Date
until termination in accordance with the provisions of Section 5, Termination below.
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 8 of 15
5 Termination.
5.1 Termination without Cause. Notwithstanding any other provision of this
Agreement, at any time and without cause, ABAG, PACE Provider, or any
Participating Entity shall have the right, in its sole discretion, to terminate this
Agreement by giving 30 days written notice to the other Party to this
Agreement; provided that a party's termination of this Agreement under this
section shall not automatically terminate any other agreement or contract
between the other parties.
5.2 Termination for Cause. Notwithstanding any other provision of this Agreement,
should the PACE Provider fail to uphold any of its obligations under this
Agreement in a material way, within the time and in the manner herein
provided, or otherwise materially violate any of the terms of this Agreement,
ABAG or a Participating Entity may, after providing the PACE Provider with a
thirty (30) day cure period, immediately terminate this Agreement by giving
PACE Provider written notice of such termination, stating the reason for
termination; provided that the termination of this Agreement shall not
automatically terminate any other agreement or contract between or among
the parties.
5.3 Delivery of Data and Information upon Termination. In the event of
termination, PACE Provider, within 14 days following the date of termination,
shall deliver to the extent legally permitted to Participating Entity all raw data
and information in an editable electronic format as outlined in and subject to
the terms of Section 2.5. Document. Data, and Information Policies.
5.4 Authority to Terminate. The Executive Director of ABAG has the authority to
terminate this Agreement on behalf of ABAG
5.5 Effect of Termination. Termination of this Agreement by ABAG or Participating
Entity shall not affect the ability to levy and collect assessments and the PACE
Provider's ability to issue bonds for assessment contracts located within the
jurisdiction of such entity which have been entered into prior to the date of
termination.
In the event of termination pursuant to this Section 5 by ABAG, ABAG may
notify all Participating Entities of said termination.
6 Hold Harmless, Indemnity and Waiver of Subrogation.
To the fullest extent allowed by law, PACE Provider shall defend, indemnify, save
harmless and waive subrogation against the ABAG, and its members, elected and
appointed officials, officers and employees (lndemnitees) against any and all liability,
claims, losses, damages, or expenses, including reasonable attorneys' fees, arising from
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 9 of 15
all acts or omissions to act of PACE Provider or its officers, agents, or employees in
rendering services under this contract; excluding, however, such liability, claims, losses,
damages or expenses resulting from an intentional act or the gross negligence of an
Indemnitee.
This section shall in no event be construed to require indemnification by PACE Provider
to a greater extent than permitted under the public policy or laws of the State of
California. These defense and indemnification obligations are undertaken in addition to,
and shall not in any way be limited by, the insurance obligations set forth in this
Agreement. These defense and indemnification obligations shall survive the termination
or expiration of the contract for the full period of time permitted by law.
7 Insurance Requirements. PACE provider shall obtain and maintain insurance as
required in Attachment 2.
8 Prosecution of Work. The execution of this Agreement shall constitute PACE
Provider's authority to proceed immediately with the performance of this
Agreement.
9 Representations of PACE Provider.
9.1 Standard of Care. ABAG and Participating Entity have relied upon the
professional ability and training of PACE Provider as a material inducement to
entering into this Agreement. PACE Provider hereby agrees that all its work will
be performed and that its operations shall be conducted in accordance with
generally accepted and applicable professional practices and standards as well
as the requirements of applicable federal, state and local laws.
9.2 Status of PACE Provider. The parties intend that PACE Provider, in performing
the services specified herein, shall act as an independent contractor and shall
control the work and the manner in which it is performed. PACE Provider is not
to be considered an agent or employee of ABAG or of any Participating Entity
and is not entitled to participate in any pension plan, worker's compensation
plan, insurance, bonus, employment protection, or similar benefits that ABAG or
the Participating Entity provides its employees.
9.3 Conflict of Interest. PACE Provider covenants that it presently has no interest
and that it will not acquire any interest, direct or indirect, that represents a
financial conflict of interest under state law or that would otherwise conflict in
Regional Collaborative Services Agreement for PACE Financing-ABAG and (PACE Provider] Page 10 of 15
any manner or degree with the performance of its services hereunder. PACE
Provider further covenants that in the performance of this Agreement no
person having any such interests shall be employed.
9.4 Statutory Compliance. PACE Provider agrees to comply with all federal, state
and local laws, regulations, statutes and policies applicable to the services
provided under this Agreement as they exist now and as they are changed,
amended or modified during the term of this Agreement.
9.5 Nondiscrimination. Without limiting any other provision hereunder, PACE
Provider shall comply with all applicable federal, state, and local laws, rules, and
regulations in regard to nondiscrimination in employment because of race,
color, ancestry, national origin, religion, sex, gender identity, marital status, age,
medical condition, pregnancy, disability, sexual orientation or other prohibited
basis. All nondiscrimination rules or regulations required by law to be included
in this Agreement are incorporated herein by this reference.
9.6 Authority. The undersigned hereby represents and warrants that he or she has
authority to execute and deliver this Agreement on behalf of PACE Provider.
10 Demand for Assurance. Each party to this Agreement undertakes the obligation
that the other's expectation of receiving due performance will not be impaired.
When reasonable grounds for insecurity arise with respect to the performance of
either party, the other may in writing demand adequate assurance of due
performance and until such assurance is received may, if commercially reasonable,
suspend any performance for which the agreed return has not been received. After
receipt of a justified demand, failure to provide within a reasonable time, but not
exceeding thirty (30) days, such assurance of due performance as is adequate under
the circumstances of the particular case is a repudiation of this Agreement.
Acceptance of any improper delivery, conduct, or service does not prejudice the
aggrieved party's right to demand adequate assurance of future performance.
Nothing in this Article limits the parties' right to terminate this Agreement pursuant
to Section 5, Termination.
11 Assignment and Delegation. No party hereto shall assign, delegate, sublet, or
transfer any interest in or duty under this Agreement without the prior written
consent of the other, and no such transfer shall be of any force or effect whatsoever
unless and until the other party shall have so consented; provided however, that
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 11 of 15
PACE Provider may assign this Agreement in connection with a merger or the sale of
all or substantially all of its assets or equity ownership without the prior written
consent of any other party provided that the successor expressly assumes all of the
obligations, including this Agreement, and confirms all of the representations,
warranties and covenants of PACE Provider hereunder.
12 Method and Place of Giving Notice. All notices shall be made in writing and shall be
given by personal delivery or by U.S. Mail or courier service to:
TO: ABAG: Address
Email address:------------
TO: PACE PROVIDER:
Email address:------------
When a notice is given by a generally recognized overnight courier service, the notice
shall be deemed received on the next business day. When a copy of a notice is sent by
facsimile or email, the notice shall be deemed received upon transmission as long as (1)
the original copy of the notice is promptly deposited in the U.S. mail and postmarked on
the date of the facsimile or email, (2) the sender has a written confirmation of the
facsimile transmission or email, and (3) the facsimile or email is transmitted before 5
p.m. (recipient's time). In all other instances, notices shall be effective upon receipt by
the recipient. Changes may be made in the names and addresses of the person to
whom notices are to be given by giving notice pursuant to this paragraph.
13 Miscellaneous Provisions.
13.1 No Waiver of Breach. The waiver by a party of any breach of any term or
promise contained in this Agreement shall not be deemed to be a waiver of
such term or provision or any subsequent breach of the same or any other
term or promise contained in this Agreement.
13.2 Construction. To the fullest extent allowed by law, the provisions of this
Agreement shall be construed and given effect in a manner that avoids any
violation of statute, ordinance, regulation, or law. The parties covenant and
Regional Collaborative Services Agreement for PACE Financing-ABAG and (PACE Provider] Page 12 of 15
agree that in the event that any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and
shall in no way be affected, impaired, or invalidated thereby. PACE Provider
and ABAG acknowledge that they have each contributed to the making of
this Agreement and that, in the event of a dispute over the interpretation of
this Agreement, the language of the Agreement will not be construed against
one party in favor of the other. Each party hereto acknowledges that they
have each had an adequate opportunity to consult with counsel in the
negotiation and preparation of this Agreement.
13.3 Consent. Wherever in this Agreement the consent or approval of one party
is required to an act of the other party, such consent or approval shall not
be unreasonably withheld or delayed.
13.4 No Third Party Beneficiaries. Nothing contained in this Agreement shall be
construed to create and the parties do not intend to create any rights in
third parties.
13.5 Applicable Law and Forum. This Agreement shall be construed and
interpreted according to the substantive law of California, regardless of the
law of conflicts to the contrary in any jurisdiction. Any action to enforce the
terms of this Agreement or for the breach thereof shall be brought and tried
in the County of Alameda.
13.6 Captions. The captions in this Agreement are solely for convenience of
reference. They are not a part of this Agreement and shall have no effect on
its construction or interpretation.
13.7 Merger. This writing is intended both as the final expression of the
Agreement between the parties hereto with respect to the included terms
and as a complete and exclusive statement of the terms of the Agreement,
pursuant to Code of Civil Procedure Section 1856. No modification of this
Agreement shall be effective unless and until such modification is evidenced
by a writing signed by both parties.
13.8 Survival of Terms. All express representations, waivers, indemnifications,
and limitations of liability included in this Agreement will survive its
completion or termination for any reason.
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 13 of 15
13.9 Time of Essence. Time is and shall be of the essence of this Agreement and
every provision hereof.
13.10 Counterparts. This Agreement may be executed in two or more
counterparts, a complete set of which shall be deemed an original, constituting
one and the same instrument. The delivery by facsimile or electronic mail of an
executed copy of this Amendment shall be deemed valid as if an original
signature was delivered
Continued on next page:
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 14 of 15
IN WITNESS WHEREOF, the ABAG and the PACE Provider hereto have executed this
Agreement as of the Effective Date.
PACE PROVIDER: _____ _ ABAG: --------------------
By: By: __________ _
Name: ---------------------Name: --------------------
Title: ---------------------Title:
Date: Date: --------------------
APPROVED AS TO FORM FOR ABAG
Date: --------------------
By: ______________ __
Kenneth Moy, ABAG Counsel
Regional Collaborative Services Agreement for PACE Financing-ABAG and [PACE Provider] Page 15 of 15
ATIACHMENT 1(a)
ALERT: Fannie Mae/Freddie Mac Instructions for Lenders
SINGLE FAMILY HOME OWNERS: In May, 2010, Fannie Mae and Freddie Mac,
government sponsored enterprises that purchase a large segment of conforming single
family home mortgages, issued new instructions to lending institutions on how to treat
properties with assessments under Property Assessed Clean Energy (PACE) programs
such as . These letters, and additional statements issued by the Federal
Housing Finance Agency, the agency that regulates single family home lenders, instruct
lenders to treat energy assessments as "loans" instead of "assessments."
On August 31, 2010, the agencies issued additional instructions to lenders that Fannie
Mae and Freddie Mac "will not purchase mortgage loans secured by properties with an
outstanding PACE obligation."
These letters and statements may lead lenders to conclude the PACE assessment
should be paid off before a property transfers or is refinanced. In addition, it may lead
some lenders to conclude that participating in PACE program is a violation of typical
mortgage terms prohibiting prior liens without lender consent. If you are selling your
property, a buyer's lender may refuse to finance the buyer's first mortgage loan unless
the assessment is paid off. We urge you to carefully read the disclosure information in
the Program application, review your mortgage documents, evaluate the risks of
proceeding with an application at this time, and contact your lender if you have any
concerns or for information regarding any other financing options that may be available
to you.
1/We have read the above statement. All property owners on title must initial below:
Initials Date Initials Date
Initials Date Initials Date
Continued on next page:
Electronic links to the copies of letters from the Federal Financing Housing Authority re:
PACE programs:
Agreement For Collaborative Services for Pace Financing Marketplace-[PACE Provider]
• https://www.efanniemae.com/sf/guides/ssg/annltrs/pdf/2010/ll1006.pdf
• http://www.freddiemac.com/singlefamily/guide/bulletins/pdf/iltr050510.pdf
• http:/ /www.fhfa.gov/Media/PublicAffairs/Pages/FHFA-Statement-on-Certain-
Energy-Retrofit-Loan-Programs.aspx
• http://www. fhfa .gov /Med ia/PublicAffairs/Pages/Statement-of-FH FA-Acting-
Director-Edward-J-DeMarco-on-PACE-Programs.aspx
• https:/ /www.efanniemae.com/sf/guides/ssg/annltrs/pdf/2010/sel1012.pdf
• http://www.freddiemac.com/singlefamily/guide/bulletins/pdf/bll1020.pdf
Agreement For Collaborative Services for Pace Financing Marketplace-[PACE Provider]
ATIACHMENT l(b)
BEFORE COMPLETING A PROGRAM APPLICATION, YOU SHOULD
CAREFULLY REVIEW ANY MORTGAGE AGREEMENT(S) OR OTHER
SECURITY INSTRUMENT(S) WHICH AFFECT THE PROPERTY OR TO
WHICH YOU AS THE PROPERTY OWNER ARE A PARTY. ENTERING
INTO A PROGRAM ASSESSMENT CONTRACT WITHOUT THE CONSENT
OF YOUR EXISTING LENDER(S) COULD CONSTITUTE AN
EVENT OF DEFAULT UNDER SUCH AGREEMENTS OR SECURITY
INSTRUMENTS. DEFAULTING UNDER AN EXISTING MORTGAGE
AGREEMENT OR SECURITY INSTRUMENT COULD HAVE SERIOUS
CONSEQUENCES TO YOU, WHICH COULD INCLUDE THE
ACCELERATION OF THE REPAYMENT OBLIGATIONS DUE UNDER SUCH
AGREEMENT OR SECURITY INSTRUMENT. IN ADDITION,
FANNIE MAE AND FREDDIE MAC, THE OWNER OF A SIGNIFICANT
PORTION OF ALL HOME MORTGAGES, STATED THAT THEY WOULD
NOT PURCHASE HOME LOANS WITH ASSESSMENTS SUCH AS THOSE
OFFERED BY THE AUTHORITY. THIS MAY MEAN THAT PROPERTY
OWNERS WHO SELL OR REFINANCE THEIR PROPERTY MAY BE
REQUIRED TO PREPAY SUCH ASSESSMENTS AT THE TIME THEY
CLOSE THEIR SALE OR REFINANCING.
1/We have read the above statement. All property owners on title must initial below:
Initials Date Initials
Initials Date Initials
Agreement For Collaborative Services for Pace Financing Marketplace-[PACE Provider]
Date
Date
ATTACHMENT 2
Insurance Requirements. PACE Provider shall maintain insurance as required by this
contract to the fullest amount allowed by law and shall maintain insurance for a period
of five (5) years following the completion of this project. PACE Provider shall provide a
copy of section 21 of this contract and these insurance requirements to its insurance
broker or insurer to confirm compliance. In the event PACE Provider fails to obtain or
maintain completed operations coverage as required by this agreement, ABAG, at its
sole discretion, may purchase the coverage required and the cost will be paid by PACE
Provider. The limits of insurance required in hereunder may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of the lndemnitees (if
agreed to in a written contract or agreement) before the any Indemnitee's own
Insurance or self-insurance shall be called upon to protect it as a named insured.
(a) Minimum Scope of Insurance. Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage
(occurrence Form CG 0001).
Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1
(any auto).
Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
Errors and Omissions Liability insurance appropriate to the PACE Provider's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
(b) Minimum Limits of Insurance. PACE Provider shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply separately
to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Errors and Omissions Liability: $1,000,000 per claim/aggregate.
(c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
must be declared to and approved by ABAG. The insurer shall reduce or eliminate such
Agreement For Collaborative Services for Pace Financing Marketplace-[PACE Provider]
deductibles or self-insured retentions as respects the lndemnitees; or the PACE Provider
shall satisfy any such deductibles or self-insured retentions. In addition, policies
containing any self-insured retention (SIR) provision shall provide or be endorsed to
provide that the SIR may be satisfied by either the named Insured or any of the
lndemnitees.
(d) Other Insurance Provisions. The commercial general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
(i) The lndemnitees are to be covered as additional insureds as respects: liability
arising out of work or operations performed by or on behalf of PACE Provider;
completed operations; or automobiles owned, leased, hired or borrowed by
PACE Provider.
(ii) For any claims related to this project, the PACE Provider's insurance coverage
shall be primary insurance as respects the lndemnitees.
(iii) Any insurance or self-insurance maintained by the lndemnitees shall be
excess of PACE Provider's insurance and shall not contribute with it.
(iv) Except for General Liability and Automobile Liability, each insurance policy
required by this clause shall be endorsed to state that coverage shall not be
canceled by either party, except after thirty(30) days' prior written notice by
certified mail, return receipt requested, has been given to ABAG. For General
Liability and Automobile Liability, PACE Provider shall provide ABAG with thirty
(30) day's prior notice of cancellation by either the insurer or PACE Provider.
(v) Coverage shall not extend to any defense or indemnity coverage for the
active negligence of the lndemnitees in any case where an agreement to defend
and indemnify the lndemnitees would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
(e) Other Insurance Provisions-Workers Compensation. The Workers
Compensation insurance shall be endorsed to waive subrogation against the
lndemnitees.
(f) Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A: VII, unless otherwise acceptable to ABAG.
(g) Verification of Coverage. PACE Provider shall furnish the ABAG with original
certificates and amendatory endorsements effecting coverage required by this
clause. All certificates and endorsements are to be received and approved by ABAG
before work commences. ABAG reserves the right to require complete, certified
Agreement For Collaborative Services for Pace Financing Marketplace-[PACE Provider]
copies of all required insurance policies, including endorsements effecting the
coverage required by these specifications at any time.
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
ACKNOWLEDGING RECEIPT OF GSFA JPA AGREEMENT
NAME OF CITY: ALAMEDA
Dated:---------
By: __ ~--------------------Name: David L. Rudat
Title: Interim City Manager
Attest:-------------
By: Lara Weisiger, City Clerk
Approved as to form:
AFTER EXECUTION. PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority) 1215 K Street, Suite 1650
Sacramento, CA 95814
Agreement For Collaborative Services for Pace Financing Marketplace-[PACE Provider]
******
I, the undersigned, hereby certify that the foregoing Resolution was duly and
regularly adopted and passed by the Council of the City of Alameda in a regular meeting
assembled on the 18th day of December, 2018, by the following vote to wit:
AYES: Councilmembers Ezzy Ashcraft, Matarrese, Oddie, Vella and
Mayor Spencer-5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the seal of
said City this 19th day of December, 2018.
Approved as to Form:
,/")7/~{cAtfie/ # I!~
Michael H. Roush
Interim City Attorney
Lara Weisiger, Cit lerk
City of Alameda
3