HomeMy WebLinkAboutCC Resolution 14008 (PACE)RESOLUTION NO. 14008
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL, CALIFORNIA,
CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN
THE CALIFORNIA HOME FINANCE AUTHORITY, PROGRAM TO FINANCE RENEWABLE
ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS AND
ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority ("Authority") is a joint exercise of
powers authority established pursuant to Title 1, Division 7, Chapter 5 of the California
Government Code (Section 6500 and following) (the "Act') and the Joint Powers Agreement
entered into on July 1, 1993, as amended from time to time (the "Authority JPA"); and
WHEREAS, the Authority is in the process of amending the Authority JPA to formally
change its name to the Golden State Finance Authority; and
WHEREAS, Authority has established a property -assessed clean energy ("PACE")
Program (the "Authority PACE Program") to provide for the financing of renewable energy
generation, energy and water efficiency improvements and electric vehicle charging
infrastructure (the "Improvements") pursuant to Chapter 29 of the Improvement Bond Act of
1911, being Division 7 of the California Streets and Highways Code ("Chapter 29") within
counties and cities throughout the State of California that elect to participate in such program;
and
WHEREAS, the City of San Rafael (the "City") is committed to development of
renewable energy generation and energy and water efficiency improvements, reduction of
greenhouse gases, and protection of the environment; and
WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to assist
property owners in financing the cost of installing Improvements through a voluntary contractual
assessment program; and
WHEREAS, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the Authority PACE
Program would promote the purposes cited above; and
WHEREAS, the City wishes to provide innovative solutions to its property owners to
achieve energy and water efficiency, and in doing so cooperate with Authority in order to
efficiently and economically assist property owners within the City in financing such
Improvements; and
WHEREAS, the Authority has established the Authority PACE Program, which is such a
voluntary contractual assessment program, as permitted by the Act and the Authority JPA
originally made and entered into July 1, 1993, as amended to date; and the City, desires to
become an Associate Member of the Authority by execution of the Authority JPA , a copy of
which is attached as Exhibit "A" hereto and incorporated herein by reference, to participate in
the programs of the Authority and to assist property owners within the jurisdiction of the City in
financing the cost of installing Improvements; and
WHEREAS, the City will not be responsible for the conduct of any assessment
proceedings; the levy and collection of assessments or any required remedial action in the case
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82671.00001\9521876.4
of delinquencies in the payment of any assessments or the issuance, sale or administration of
any bonds issued in connection with the Authority PACE Program;
NOW, THEREFORE, BE IT RESOLVED THAT:
1. The City Council finds and declares that properties in the City's incorporated area
will be benefited by the availability of the Authority PACE Program to finance the installation of
the Improvements.
2. The City Council consents to inclusion in the Authority PACE Program of all of
the properties in the jurisdictional boundaries of the City and to the Improvements, upon the
request by and voluntary agreement of owners of such properties, in compliance with the laws,
rules and regulations applicable to such program; and to the assumption of jurisdiction
thereover by Authority for the purposes thereof.
3. The consent of the City Council constitutes assent to the assumption of
jurisdiction by Authority for all purposes of the Authority PACE Program and authorizes
Authority, upon satisfaction of the conditions imposed in this resolution, to take each and every
step required for or suitable for financing the Improvements, including the levying, collecting and
enforcement of the contractual assessments to finance the Improvements and the issuance and
enforcement of bonds to represent such contractual assessments.
4. The City Council hereby approves joining the Authority as an Associate Member
and authorizes the Mayor or the City Manager to execute the Authority JPA and other
necessary documents to effectuate such membership.
5. City staff is authorized and directed to coordinate with Authority staff to facilitate
operation of the Authority PACE Program within the City, and report back periodically to the City
Council on the success of such program.
6. The City Council hereby finds that adoption of this Resolution is not a "project"
under the California Environmental Quality Act ("CEQA"), because the Resolution does not
involve any commitment to a specific project which may result in a potentially significant
physical impact on the environment, as contemplated by Title 14, California Code of
Regulations, Section 15378(b )( 4)).
7. This Resolution shall take effect immediately upon its adoption. The City Clerk is
directed to send a certified copy of this resolution to the Secretary of the Authority.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of said City held on Tuesday the 8th day of September 2015, by the following vote, to
wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
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82671.00001\9521876.4
Exhibit A
JPA Agreement
[to be inserted]
8 267 1.00001\9521876.4
EXHIBIT A
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among the counties listed on Attachment 1 hereof and
incorporated herein by reference. All such counties are referred to herein as "Members" with the
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to die Joint Exercise
of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Tide 1 of the
Govenunenht Code of the State of California (tine "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the name of the authority was changed to CRIE%IFA Homebuyers Fund. The
most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004.
B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm,
clarify and revise certain provisions of die joint powers agreement, including die renaming of the
joint powers authority, as set forth herein.
C. WHEREAS, the Members are each empowered by law to finance the construction,
acquisition, improvement and rehabilitation of'real property.
D. WHEREAS, by this Agreement, die Members desire to create and establish a joint powers
authority to exercise their respective powers for the purpose of fuhahcing the construction,
acquisition, improvement mrd rehabilitation of real property within the jurisdiction of the Authority
as authorized by die Act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Definitions
Unless die context otherwise requires, die following terms shall for purposes of this
Agreement have the meanings specified below:
"Act" means die Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of
Division 7 of Tide 1 of die Government Code of die State of California, including the Marks -Roos
Local Bond Pooling Act of 1985, as amended.
"Agreement" means this Joint Exercise of Powers Agreement, as the same now exists or as it
may from time to time be amended as provided herein.
"Associate Member" means a comity, city or other public agency which is not a voting
member of the Rural County Representatives of California, a California nonprofit corporation
("RCRC"), with legal power and authority similar to that of die Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee" mems a committee made up of the nine -member Executive
Committee:
"Authority" means California Home Finance Authority ("CHF"), formerly known as
CRT IMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority.
"Board" means the governhinng board of the Authority as described in Section 7 below.
"Bonds" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by die Authority pursuant to the Act and any other obligation
within the meaning of the term "Bonds" under the Act.
"Delegate" means the Supervisor designated by die governing board of each Member to
serve on the Board of the Authority.
"Executive Committee" means the nine -member Executive Committee of the Board
established pursuant to Section 10 hereof.
"Member" means any county which is a member of RCRC, has executed this Agreement
and has become a member of the Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by the Authority,
or financing agreements entered into by the Authority pursuant to the Act and any other financial
or legal obligation of the Authority under the Act
"Program" or "Project" means any work, improvement, program, project or service
undertaken by the Authority.
"Rural County Representatives of California" or "RCRC" means the nonprofit entity
incorporated under that name in the State of California.
"Supervisoe means an elected County Supervisor from an RCRC member comity.
2. Purpose
The purpose of die Audnority is to provide financing for the acquisition, construction, ,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for the benefit of residents and communities. In pursuit of this purpose, this Agreement provides
for the joint exercise of powers common to any of its Members and Associate Members as
provided herein, or otherwise authorized by the Act and other applicable laws, including assisting
in funahcinng as authorized hereinh, jointly exercised in the maiuier set forth herein.
3. Principal Place of Business
The principal office of the Authority shall be 1215 K Street, -Suite 1650, Sacramento,
Califonnia 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. The Authority is hereby created pursuaiit to the Act. As provided in die Act, the
Authority shall be a public entity separate and distinct from the Members or Associate Members.
b. The Authority will cause a notice of this Agreement or ally amenndnnennt hereto. to
be prepared and filed with the office of the Secretary of State of Califonhia in a timely fashion in
die manuner set forth ill Section 6503.3 of the Act.
C. A county that is a member of RCRC may petition to become a member of the
Authority by submitting to the Board a resolution or evidence of other formal action taken by its
governing body adopting this Agreement. The Board shall review the petition for membership
annd shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such counnty shall immediately become a Member of die Authority.
d. Ali Associate Member may be added to the Authority upon the affirmative
approval of its respective govenning board and pursuant to action by the Audhority Board upon
such terms and conditions, annd with such rights, privileges and responsibilities, as may be
established from time to time by the Board. Such terms and conditions, and rights, privileges and
responnsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate ii one or more programs of the Authority as determined by the Board, but shall not be
voting members of the Board. The Executive Director of the Authority shall enforce die terns
and conditionns for prospective Associate Members to the Authority as provided by resolutioih of
die Board and as amended from time to time by the Board. Channges in die terms and conditions
for Associate Membership by the Board will not constitute ani amendment of dhis Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from the date hereof unntil the earlier of the time
when all Bonds and ally interest dhereon shall have been paid in full, or provision for such
paynneut shall have been made, or when the Authority shall rho longer own or hold any interest in a
public capital improvement or program. The Authority shall conntihhue to exercise the powers
herein conferred upon it until termination of this Agreement, except that if ally Bonds are issued
and delivered, in no event shall the exercise of the powers herein granted be terminated until all
Bonds so issued and delivered and the interest thereon shall have been paid or provision for such
payment shall have been made and ally other debt incurred with respect to any other finnanhcing
program established or administered by the Authority has been repaid in full and is uo longer
outstanding.
6. Powers; Restriction upon Exercise
a. To effectuate its purpose, the Authority shall have the power to exercise any and all
powers of die Members or of a joint powers authority raider the Act and other applicable
provisions of law, subject, however, to the conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
of die Authority are limited to those of a general law county.
b. The Authority may adopt, from time to time, such resolutions, guidelines, rules and
regulations for the conduct of its meetings and the activities of the Authority as it deems necessary
or desirable to accomplish its purpose.
C. The Authority shall have the power to finance the construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with the
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
any of its Members or Associate Mem 'bers and other local agencies at public or negotiated sale, for
the purpose set forth herein and in accordance with the Act All or any part of such bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtherance of die Act. The
Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its
property or revenues as security to the extent permitted by resolution of the Board wider any
applicable provision of law. The Authority may issue Bonds in accordance with die Act in order
to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to
secure such Bonds. The Authority may issue other forms of indebtedness authorized by die Act,
anted to secure such debt, to further such purpose. The Authority may utilize other forms of capital,
including, but not limited to, the Authority's internal resources, capital markets and other forms of
private capital investment audhorized by the Act..
d. The Authority is hereby authorized to do all acts necessary for the exercise of its
powers, including, but not limited to:
(1) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring, constructing or providing for maintenance and operation of any
building, work or improvement,
(4) acquiring, holding or disposing of real or personal property wherever
located, including property subject to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any other forms of assistance From persons, firms, corporations or
governmental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all things necessary or convenient to the exercise of its
specific powers anis to accomplishing its purpose
(9) establishing and/or administering districts to finance and refinance the
acquisition, installation mud improvement of energy efficiency, water
conservation and renewable energy improvements to or oil real property
and in buildings. The Authority may enter into one or more agreements,
including without lunitation, participation agreements and implementation
agreements to implement such programs.
C. Subject to die applicable provisions of any indenture or resolution providing for the
investment of monies held therehhnnder, the Authority shall have the power to invest ally of its funds
as the Board deems advisable, in the same manner and upon die same conditions as local agencies
pursuant to Section 53601 of the Government Code of the State of California.
f. All property, equipment, supplies, funds and records of the Authority shall be
owned by the Authority, except as may be provided otherwise herein or by resolution of the
Board.
g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and
obligations of die Audhority shall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with any interest and premium thereon, shall not
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree that any such Bonds issued by die Authority shall not constitute general obligations of
the Authority but shall be payable solely from the moneys pledged to the repayment of principal or
interest oil such Bonds under the terms of the resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither die Members or Associate
Members nor the Authority shall be obligated to pay the principal of or premium, if any, or
interest on die Bonds, or other costs incidenntal thereto, except from the revenues and funds
pledged therefor, and neither the faith and credit nor die taxing power of die Members or
Associate Members or the Authority shall be pledged to the payment of the principal of or
premium, if any, or interest on the Bonds, nor shall die Members or Associate Members of the
Authority be obligated in ally manner to make any appropriation for such payment. No covenant
or agreement contained in any Bond shall be deemed to be a covenant or agreement of ally
Delegate, or any officer, agent or employee of the Authority in an individual capacity, and neither
the Board nor any officer thereof executing the Bonds or any document related thereto shall be
liable personally on any Bond or be subject to ally personal liability or accountability by reason of
die issuance of any Bonds.
7. Governing Board
a. The Board shall consist of the number of Delegates equal to one representative
from each Member.
b. The governing body of each Member shall appoint one of its Supervisors to serve
as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to the Authority and shall be effective until he or she is replaced
by such govenniug body or no longer a Supervisor; any vacancy shall be filled by die governing
body of die Member in die same manner provided un this paragraph b..
C. The governing body of each Member of the Board shall appoint a Supervisor as all
alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the
rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to
participate in the proceedings of the Board, and to vote upon any and all matters. No alteniate
may have more than one vote at any meeting of the Board, and any Member's designation of an
alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall
be effective until such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the
governing body of the Member in the same manner provided in this paragraph c..
d. Any person who is not a member of the governing body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum but
may, at the discretion of the Chair, participate in open meetings he or she attends.
e. Each Associate Member may designate a non-voting representative to the Board
who may not be counted toward a quorum but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
f. Delegates shall not receive compensation for serving as Delegates, but may claim
and receive reimbursement for expenses actually incurred in connection with such service
pursuant to rules approved by die Board and subject to die availability of funds.
g. The Board shall have the power, by resolution, to the extent permitted by the Act
or any other applicable law, to exercise any powers of die Authority and to delegate any of its
functions to the Executive Committee or one or more Delegates, officers or agents of the
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute
any documents for and in die name and on behalf of die Board or the Authority.
ln. The Board may establish such committees as it deems necessary for any lawful
purpose; such committees are advisory only and may not act or purport to act on behalf of the
Board or the Authority.
i. The Board shall develop, or cause to be developed, and review, modify as
necessary, and adopt each Program.
8. Meetings of the Board
a. The Board shall meet at least once annually, but may meet more frequently upon
call of any oflicer or as provided by resolution of the Board.
b. Meetings of the Board shall be called, noticed, held and conducted pursuant to the
provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of
Division 2 of Title 5 of the Govennmennt Code of the State of California.
C. The Secretary of the Authority shall cause minutes of all meetings of the Board to
be taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a majority of die number of current
Delegates shall constitute a quorum for transacting business at any meeting of the Board, except
that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote.
C. Meetings may be held at any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any mahnner otherwise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board shall elect a chair and vice chair from among the Delegates at the
Board's annual meeting who shall serve a term of one (1) year or hmtil their respective successor is
elected. The chair shall conduct die meetings of the Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or
in die event of the unavailability of die chair.
b. The Board shall contract annually with RCRC to administer the Agreement and to
provide administrative services to the Authority, and die President and Chief Executive Officer of
RCRC shall serve ex officio as Executive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of die Authority, die Executive Director is authorized to execute
contracts and other obligations of die Authority, unless prior Board approval is required by a third
party, by law or by Board specification, and to perform other duties specified by the Board. The
Executive Director may appoint such other officers as may be required for the orderly conduct of
the Authority's business and affairs who shall serve at the pleasure of the Executive Director.
Subject to die applicable provisions of any indenture or resolution providing for a trustee or other
fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's
funds, from whatever source, and, as such, shall have die powers, duties and responsibilities
specified ill Section 6505.5 of die Act. The Executive Director, as Auditor, shall have die powers,
duties and responsibilities specified in Section 6505.5 of the Act
C. The Legislative Advocate for the Authority shall be the Rural County
Representatives of California.
d., The Treasurer and Auditor are public oflicers who have charge of; handle, or have
access to all property of die Authority, and a bond for such officer inn the amount of at least one
hundred thousand dollars ($100,000.00) shall be obtained at die expense of the Authority and
filed with the Executive Director. Such bond may secure the faithful performance of such
officer's duties with respect to another public office if such bond ih at least the same amount
specifically mentions the office of the Authority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of the Authority's books by a certified public
accountant, or public accountant, in compliance with Section 6505 of the Act.
C. The business of die Authority shall be conducted hander die supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. ComDosltioll
The Authority shall appoint ranine (9) members of its Board to serve on an Executive
Committee.
b. Powers and Limitations
The Executive Committee shall act in mi advisory capacity and make
recommendations to the Authority Board. Duties will include, but not be limited to, review of the
quarterly and annual budgets, service as die Audit Committee for the Authority, periodically
review this Agreement, and complete any other tasks as may be assigned by the Board. The
Executive Committee shall be subject to all limitations imposed by this Agreement, other
applicable law, and resolutions of die Board.
C. Quorum
A majority of the Executive Committee shall constitute a quorum for transacting
business of the Executive Committee.
11. Disposition of Assets
Upon termination of this Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members in such manner as shall be determined by the
Board and in accordance with the law.
12. Agreement Not Exclusive; Operation in jurisdiction of Member
This Agreement shall not be exclusive, and each Member expressly reserves its rights to
carry out other public capital improvements and programs as provided for by law mid to issue
other obligations for those purposes. This Agreement shall not be deemed to amend or alter the
terms of' other agreements among the Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Connflict of Interest Code as required by law.
14. Contnbutions and Advances
Contributions or advances of public Bunds and of personnel, equipment or property may
be made to die Authority by any Member, Associate Member or any other public agency to
further the purpose of this Agreement. Payment of public funds may be made to defray the cost of
any contribution. Any advance may be made subject to repayment, aid in that case shall be repaid
in the manner agreed upon by the advancing Member, Associate Member or other public agency
and the Authority at the time of making the advance.
15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses
a. The fiscal year of die Authority shall be the period from January 1 of each year to
and including the following December 31, except for any partial fiscal year resulting from a change
in accounting based on a different fiscal year previously.
b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for the
succeeding fiscal year.
C. The Authority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The books and records of the Authority are
public records and shall be open to inspection at all reasonable times by each Member and its
representatives.
d. The Auditor shall either make, or contract with a certified public accountant or
public accountant to make, an arcual audit of the accounts and records of the Authority. The
minimum requirements of die audit shall be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of die State of California, and shall
conform to generally accepted auditing standards. When ail audit of accounts and records is made
by a certified public accountant or public accountant, a report thereof shall be filed as a public
record with each Member (and also with the auditor of Sacramento County as die county in which
the Authority's office is located) within 12 months after the end of the fiscal year.
e. In ally year in which the annual budget of the Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upon unaumous approval of the Board, replace the
auhual audit with ah ensuing one-year period, but in no event for a period longer than two fiscal
years.
16. Duties of Members or Associate Members; Breach
If any Member or Associate Member shall default in performing any covenant contained
herein, such default shall not excuse that Member or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Member or. Associate Member shall remain liable for
the performance of all covenants hereof. Each Member or Associate Member hereby declares
that this Agreement is entered into for the benefit of the Authority created hereby, and each
Member or Associate Member hereby grants to die Authority die right to enforce, by whatever
lawful means die Authority deems appropriate, all of the obligations of each of the parties
hereunder. Each and all of the remedies given to the Authority hereunder or by ally law now or
hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair die right
of die Authority to any or all other remedies.
17. Indemnification
To the full extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or
other agent of the Authority, and who was or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was such a Delegate, alternate, officer,
consultant, employee or other agent of die Authority. Such indemnification may be made against
expenses, judgments, tunes, settlements and other amounts actually and reasonably incurred in
connhectionn with such proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Authority and, un the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of
an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar circumstances.
18. Immunities
All of the privileges and immunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activity of officers, agents or employees of any of the Members or Associate Members when
performing their respective fiunctions, shall apply to them to the same degree and extent while
engaged as Delegates or otherwise as an officer, agent or other representative of die Authority or
while engaged in the performance of any of their functions or duties under the provisions of this
Agreement.
19. Amendment
This Agreement may be amended by the adoption of die amendment by the governing
bodies of a majority of the Members. The amendment shall become eflective on the first day of
the month following the last required member agency approval. An amendment may be initiated
by the Board, upon approval by a majority of the Board. Any proposed amendment, including the
text of the proposed change, shall be given by the Board to each Member's Delegate for
presentation and action by each Members board within 60 days, which time may be extended by
the Board.
The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn
Members without requiring formal amendment of the Agreement by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member of RCRC, its membership in the Authority shall
automatically terminate. A Member or Associate Member may withdraw from this Agreement
upon written notice to the Board; provided however, that no such withdrawal shall result un the
dissolution of the Authority as long as any Bonds or other obligations of the Authority remain
outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted
by the Member's governing body which authorizes withdrawal is received by the Authority.
Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority
shall not operate to relieve any terminated or withdrawing Member or Associate Member from
Obligations incurred by such tenninated or withdrawing Member or Associate Member prior to
the time of its termination or withdrawal.
20. Miscellaneous
a. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
b. ' Construction. The section headings hereon are for convenience only and are not to
be construed as modifying or governing the language inn the section referred to.
C. Approvals. Wherever un this Agreement army consent or approval is required, die
same shall not be unreasonably withheld.
d. Jurisdiction; Venue. This Agreement is made in the State of Califonhia, under die
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terms shall be brought un Sacramento County, California.
e. Integration. This Agreement is the complete and exclusive statement of the
agreement among the parties hereto, anted it supersedes annd merges all prior proposals,
imderstanduhgs, anted other agreements, whether oral, written, or implied in conduct, between and
among the parties relating to die subject matter of this Agreement.
f. Successors; Assignment This Agreement shall be binnduhg upon and shall inure to
the benhefit of the successors of the parties hereto. Except to the extent expressly provided herein,
nno Member may assign any right or obligation hereunder without the consent of die Board.
g. Severability. Should any part, term or provisions of this Agreement be decided by
the courts to be illegal or in conflict with any law of the State of Califonsia, or otherwise be
renidered mhenforceable or inneflectual, the validity of the remaissusg parts, terms or provisions
hereof shall not be affected thereby.
The parties hereto have caused tis Agreement to be executed and attested by their properly
authorized officers.
AS ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated February 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
[SIGNATL/RES ONFOLL0WING PAGES]
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
By:
Name:
Title: 6; ��1 V
/ J
Attest:
By lz-CIL� fe.,Qw . 6 -H
[Clerk of the Board Supervisot•s or City Clerk]
AFTER EXECUTION, PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000\960386 1.1
Dated: 7 2,9—IJJ
apprav d a to form
LA - --
ATTACE[ry 'I' 1
CALIFORNIA HOME FINANCE AUTHORI'T'Y MEMBERS
As of December 10. 2014
Alpuie Comity
Amador Comity
Butte Comity
Calaveras County
Colusa Comity
Del Norte Comity
El Dorado Comity
Gleiui Comity
Humboldt Comity
Imperial Comity
Iiiyo Comity
Lake County
Lassen Comity
Madera Comity
Mariposa Comity
Mendocino Comity
Merced Comity
Modoc Comity
Mono Comity
Napa County
Nevada Comity
Placer Comity
Plu nas Comity
San Benito Comity
Shasta Comity
Sierra Comity
Siskiyou Comity
Sutter Comity
Tehama Comity
Trinity Comity
Tuolunuie Comity
Yolo Comity
Yuba County