Res 15-040RESOLUTION NO. 15 -040
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY,
CALIFORNIA CONSENTING TO INCLUSION OF PROPERTIES
WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME
FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO.
2014 -1 (CLEAN ENERGY) TO FINANCE RENEWABLE ENERGY
IMPROVEMENTS, ENERGY EFFICIENCY AND WATER
CONSERVATION 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, a California joint powers
authority, (the "Authority ") has established the Community Facilities District No. 2014 -1
(Clean Energy) in accordance with the Mello -Roos Community Facilities Act, set forth in
sections 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 District 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 Authority is in the process of amending the Authority Joint Powers
Agreement (the "Authority JPA ") to formally change its name to the Golden State Finance
Authority; and
WHEREAS, the City of Poway 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 City wishes to provide innovative solutions to its property owners
to achieve energy efficiency and water conservation and in doing so cooperate with
Authority in order to efficiently and economically assist property owners within the City in
financing such Authorized Improvements; and
Resolution No. 15 -040
Page 2
WHEREAS, the Authority has established the District, as permitted by the Act, 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 JPA by execution of the JPA
Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the
programs of the JPA and, to assist property owners within the incorporated area of the
City in financing the cost of installing Authorized Improvements; and
WHEREAS, the City will not be responsible for the conduct of any special tax
proceedings; the levy and collection of special taxes or any required remedial action in
the case of delinquencies in the payment of any special taxes in connection with the
District.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway
as follows:
Section 1. This City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the Authority CFD No. 2014 -1
(Clean Energy) to finance the installation of the Authorized Improvements.
Section 2. This City Council consents to inclusion in the Authority CFD No.
2014 -1 (Clean Energy) of all of the properties in the incorporated area within the City and
to the Authorized Improvements, upon the request of and execution of the Unanimous
Approval Agreement by the owners of such properties when such properties are annexed,
in compliance with the laws, rules and regulations applicable to such program; and to the
assumption of jurisdiction over such properties by Authority for the purposes thereof.
Section 3. The consent of this City Council constitutes assent to the assumption
of jurisdiction by Authority for all purposes of the Authority CFD No. 2014 -1 (Clean
Energy) 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
Authorized Improvements.
Section 4. This City Council hereby approves joining the JPA as an Associate
Member and authorizes the execution by the Mayor or the City Manager, or such person
or persons designated by the Mayor or City Manager, of any necessary documents to
effectuate such membership.
Section 5. City staff is authorized and directed to coordinate with Authority staff
to facilitate operation of the Authority CFD No. 2014 -1 (Clean Energy) within the City, and
report back periodically to this City Council on the success of such program.
Section 6. 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.
Resolution No. 15 -040
Page 3
PASSED, ADOPTED AND APPROVED by the City Council of the City of Poway
at a regular meeting this 20"' day of October 2015.
Steve Vaus, Mayor
ATTEST:
Sheila . obain, CMC, City Clerk
STATE OF CALIFORNIA )
)SS
COUNTY OF SAN DIEGO )
I, Sheila R. Cobian, CMC, City Clerk, of the City of Poway, do hereby certify under
penalty of perjury that the foregoing Resolution No. 15 -040 was duly adopted by the City
Council at a meeting of said City Council held on the 20th day of October 2015, and that
it was so adopted by the following vote:
AYES: LEONARD, CUNNINGHAM, MULLIN, GROSCH, VAUS
NOES: NONE
ABSENT: NONE
DISQUALIFIED: NONE
Sheila R. Cobian, CMC, City Clerk
City of Poway
ATTACHMENT:
Exhibit A: JPA Agreement
Exhibit "A"
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993;111(f as last amended and restated December 10, 2016)
THIS AMENDED AND RFSTA ED JOINT EXEIICISI? ()I' POWEIIS AGRI?I:A,ILNT
( "Agreement') is catered into by ao(1 among the counties listed ou Auachmcut 1 hcrcol and
incorporated herein by reference. All such counties arc relerred to hcrciu as "Members" with the
I espective powers, privileges and restrictions provided hcrciu.
RECITAB
A. WHEIREAS, the California Rural Hone Mortpgc Finance Authority ( "CRHNIFA ") was
created by a.loiot Exercise of Towers Agre(aneul dated July 1, 1993 pursuao( to the,loiut Fxcrcisc
of. Powers Act (conuocucing with Article I of Chaptcr 5 ol' Division 7 of Title I of the
Goverumcut Codc of the Sulk of, California (die "Act'). By Resolution 2003 -02, adopted oil
January 15, 2003, the name of the authority was changed to C11I-11\4FA Flomcbuyers Fund. The
utosl recent amcndmcut to th(joinl Fxcrcisc oI Powcrs Agt'ccmcut was on January 28, 2001.
B. \•VI- IFRFAS, the Members oI CRHMFA Homebuycrs Fund cicsirc In update, reaffirm,
clardy atul revise ccrniiu provisions of the joint powers agrccmcul, including the rcuaming of tilc
,loiut powers authority, as set forth hcrciu.
C. AV17IEREAS, the Members arc each empowered by law to livance file coustru(tiou,
acquisition, improvcutcnl and rchabilitatiou of real property.
1). WI IEI VAS, by this Agrccon:ut, due Members desire to create and establish a,joiul powers
authority to Gxcrcisc (Bell- respective po(vers Tor [lie purpose of Iioauciug the coos(lUclion,
acquisition, ioiprovGmcul gild rehabili(a(iou ol'real property within Ihc, jurisdiction of the Authority
as authorized by the Act.
ill couside:ratiou of (hc mutual covenauls contained hcrciu, the Nlcmbces
individually and collectively agree as follows:
1. Dulioitioos
Ihilcss tile, rooteU olhcrwis¢ requires, the following lerms shall for purposes of this
Agrecnu:nl have [lie mc2oings specilied below:
"Act" me ius the Joint l'Acrcisc of Powers Acd, commcocing with Article I of Chapter 5 of
Division 7 of Title I of the Govcrumcul Code ol' the Slate of California, including the Nlarlcs -I(oos
Local Boud Pooling Act of 1985, as attended.
"Agreement" mcaus this Joiul Fxcrcisc of Powers Agrecmenl, as the same now exists or as it
otay lrotn time to time be amended as provided herein.
"Associate Member" means it county, city or other public agency which is not it Voting
mcmbcr of (lie Rural Couuly ReprescntiIhVCs of California, a California uouprolit corporitiom
( °RCRC "), wilb legal power aucl authority similar to that of the Menibors, admitted purstcuu to
paragraph '.d. below to associate nientbCrship herein by vote of the Board.
"Audit Committee" means it committee made up of dtc niuc- member Excculivc
Commliuce.
'Authority* means California home Finance Autborily ( "CHF ") formerly known as
CRI -IMFA I-lomtebuyet;s Fund or California Rural Ibanc Mortgage Finance Authority.
"Board" means the governing board of the Authority as described in Section 7 below.
"Bonds means bonds, notes, warrants, leases, cerlilicales of p;u1icipatiou, costa meal
purchase agrccmcnls, loan agrccmcnls and otbcr securilicS or obligationS issued by the Authority,
or financing agreements cmtercd into by the Authoriy' pmsuamt to the Act and any other obligation
within the nx: :utiug of Ibe term "Bomdti' under the Art.
"Delegate" means the Supervisor designated by (lie govcrning board of each Nieniber to
scrvc oil the lioard of the Authority.
"Executive Committee" means the nine - mcmbcr l',xCCUllve Comm11iucc of llte Board
established pursuant to Sechom 10 hereof.
"Member" means any county which is it nicniber of RCRC, has executed this Agreemcmt
aucl bas bcconn: a mcmbcr of the Auliiorily.
" Obligations" means bonds, notes, warrants, leases, certificates of' participation, installment
purchasC agrccuu:nts, loam agrccmcnls amt other securities or obligations issued by the Aulhority,
or financing agreements culcrcd info by the Authority pursuant to the Act and :uty other fimamcial
or legal obligation ol* Ibe Aulhority muder the Act.
"Program" or "Project" means any work, improvement, program, project or service
undeitaken by (tic: Aulhority.
"Rural County Representatives of California" or "RCRC" means the nonprofit entity
incorporated uudcr that manic i❑ Ibc State of California.
" Supervisor" items an elected County Supetisor from all RCRC mtember Couuly.
2. Purpose
The purpose of the Authority is to provide livancing for the acquisition, construction, ,
imtprovcntcnl and rehabilitation of real properly i❑ accordance with applicable provisions of law
lit the bcnclit of rcsidcmts and conunmmincs. In pursuit of this purpose, this Agreement provides
for Ibe ,loin( cxcrcise of powers common to any of its Mcnihet :s and Associate Mcnibcrs as
provided herciu, or otherwise authorized by the Act and olhcr applicable laws, including assisting
in liu :racing as aulhorizcd herein joiully exerciscd in the manner set. Rath herci❑
3. Principal Place of Business
The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
h. Creation of Authority; Addition of Members or Associate Members
a. The Authority is hereby created pursuant to the Act. As provided in the Act, the
Aulhorily shall be it public cutily separate and clisti11d from the Members or Associate Membci :s.
b. The Aulhorily will cause it notice of this Agreement or any amendment hereto to
be prepared :uul filed wily the ollicc of the Secretary of Slate of California ill a timely fashion in
Ihc m,u11ror sct Ibrlli in SeciiOn 6503.3 of the Act.
C. A county that is it member of RCRC may petition to become it mcmbcr of the
Authority 1>y submilliug to the Board it resolution 01 evidence of other formal action taken by its
govcruing body adopliug This Agreement. The Board shall review [lie petition for mcuabership
and shall vole to approve or disapprove the petition. 11' tile pe6liou is approved by a majority of
Ibc Board, such county shall in11nc<liately become it Member of tlic Authority.
d. Au Associate Mc nbcr may be added to the Aulhorily upon the allirmalive
approval of its respective. govc:ming board and pursuant to action by the Aulhorily Board upon
such terms and conditions, and with such rights, privileges and responsibilities, as may be
established from time to lime by the Board. Such terms and coudi6ous, and rights, privileges and
responsibilities may vary among (lie Associate Members. Associate Membes shall be entitled to
participate ill one or more programs of tlic Aulhorily as determined by the Board, but shall 1101 be
voting mcmbes of the Board. The E ecutive Direclor of the Authority shall enforce (lie teruu
and conditions lit- prospective Associate Members to the Authority as provided by resolution of
the Board amid as amcudcd from lime to time by the Board. Changes in the terms alld conditions
for Associate Nicnibcrship by the Board will llol constitute an ameudtncut of this Agrecmcul.
5. Term and Termination of Powers
This Agreement shall become clle live from the (lade hereof until the earlier of the lime
when all Bonds and ally iutcrest thereon shall have been paid in full, or provision Ibr suclI
payment shall have been neidc, or whcu file Authority shall no longer own or hold any interest in a
public capital improvement or program. The Authority shall continue to exercise the powers
herein conferred upon it until Icrmination of this Agreement, except that. if ally Bonds are issued
and delivered, in mo event Shall the exercise of file powers herein granted be wrmivatcd 111161 all
11011ds so issued and dCIIVCI'el and the interest Iheeon shall have been paid or provision loo. such
paymcut shall have been utade and ally other debt incurred with respect to any other livanci11g
program established or administered by the Authority has becu repaid ill full and is no longer
Outstanding.
6. Powers; Restriction upon Exercise
a. To ell irluatc its purpose, the Authority shall have file power to cxcrcisc auy and all
powers ol, the MCIIIherS or of a -joint powers authority under the Act and other applicable
provisions of* law, subject, however, to the conditions and reslriclions herein contained. Bach
Member or Associate Menlbm' may also separately cxcrcisc ally and all such polwcl :s. The powers
of the Aulhorily arc limited to those ol' a general law couul.y.
b. 'Pile Authority may adopt, From tine to lime, such resolutions, guidelines, rides and
regulations liar the conduct of* its meetiugs and (he aclivitics of the Authority as it deems necessary
or desirable to accomplish its purpose.
C. The Authority shall have the polver to finance the construction, accluisitiou,
improvement and rehabilitation of real property, including the power to purchase, with Ile
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
any of its Members or Associate Members and other local agencies al public or ucgotiated sale, Ibr
the purpose set forth hcrciu mud ill accordance wide the Act. All or auy part of such houds 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 ally purchase or sale
couuulplated hcrciu as it dCCllls necessary of convenient aucl in furtheraucc of the Ac(. The
Authorit), may issue or cause to be issued Bonds Or other indcbleducss, and pledge any of its
property or revenues as security to [lie extent permitted by resolutiou of flu Board under any
applicable provision of law. The Aulhority may issue Bonds in accordance with the Act in order
to raise funds necessary to cilectuate its purpose hereunder and may cuter inlo agreements to
secu-c such Bonds. The Authority may issue other forms of indebtedness authorized by the Ail,
and to secure such debt, to ILrther such purposes The Authority may utilize Ocher Dorms of Capital,
including, but not limited lo, flee Authority's internal resources, capital markets and odor Dorms of
private capital iuvcstlnctt authorized by the Act..
d. The Authority is hcrcby authorized to do all acts necessary lot' the cxcrcisc of its
powers, including, but col limited lo:
(1)
cxcculiugcontracts,
(l)
employing agents, consultants and employees,
(3)
acquiring, constructing of providing for Inlllllenauce and
operation of ally
building, work or Inlpl'ovemcllt,
(4)
acquil'ing: holding of disposing OF Peal of personal
propelty %V11cre'ver
located, including property subject to mortgage,
(5)
incurring debts, liabilities or obligalious,
(6)
rccciving gills, contributions and donations Of property,
fields, services and
ally other forms of assistance hwn persons, firms, corporations or
goverunuulal entities,
(7)
string and being titled in Its Own Ilallle, alld litigating Or
SCldlllg ally SIMS OI'
ilalllls,
(R)
doing any and Al things necessary or convenient to
file exercise of its
specific polvcls and to accomplishing its purpose
(9)
cstulblishiug and /or administering districts to Imance
and lefulance the
acgtlisilion, HISMIlaliou and improvement of energy efficiency, water
consenaliou and renewable energy improvements to or on real properly
and ill buildings. The Authority may enter into one or more agrccineuts,
including wilhoul limilaliou, participation agrcenculs and implcmenlaliou
agrccmculs ti implement such programs.
C. Suhjecl tin the applicable provisions of any illdcnarre or resolution providing fill. the
im'cstneml of* llxwics held Ilrereunder, the Authority shall have the power to illvesl any of its fonds
as the Board deems advisable, ill the same mauncr and upon the same coudilioos as local atgcllcics
pursuant. to Section 53601 of the Govavnuarl Colic of lllc Stale of Cali(ol ilia.
f. All properly, equipment, supplies, (mils allot records of the Authority shall be
uwucd by the Authority, except as may be provided otherwise hcrciu or by resolWiou of file
Board.
A. Pursuant to the provisions of Section 6508.t of the Act, Ill debts, liabilities and
obligaliors of the Authority shall not be dchfs, liabilities and obligalious of the Mambas or
Associate Members. Ally Bonds, together with ally interest and premium thereon, shall rot
coustitile debts, liabilities or obligarious of ally Member. The Members or Associate Members
hcrchp agree that any such Bonds issued by the Authority shall uol. constitute general obligations of
the Authority but shall be payable solely front the moucys pledged to the repayment of principal or
imtcresl ou such Bonds mtder the terms of the resolution, indenture, trust, agrccmcut or Odle'
imsm'umcnl pursuant to which soclr Bonds arc issued. Neither the Members or Associatc
Mcnibes nor lire Authority shall be obligated to pay the principal of or premium, if ally, or
ime'csl on the Boils, or other costs iucidettd thereto, except from the reveutes and fLuds
pledged lha-clit, aid ucilhcr the faith and credit nor [lie taxing power of the Members or
Associate Members or the Authority shall lie pledged to the payment of the principal of or
pretrimur, if any, or interest oil the Bonds, nor shall the Members or Associate Members of ffhc
Authority be obligated ill ally mauncr to make ally appropriation lit such payment. No commot
or agreement coutaincd in amp Bond shall be deemed to be a covcuam or agreement of any
Dcicgalc, or ally office-, agcia or employee of the Authority ill an individual capacily, and ucilhe'
the Board nor any of lm- rlx;reol executing the Bonds or any document related thereto shall be
liable personally oil ally Bond or be s ll>jecl to any personal liabilily or accountability by rcasou of
the issuance of ally Bonds.
7. Governing Board
a. The Board shall cousisl of tile, lumber ol' DClcgdcs equal to ouc represeulalivc
hunt each iMcmtbcr.
h. The gaveruiryg body of each Member shall appoint ouc of its Supevisors to seve
as a Delegate oil the Board. A AMember's appointment ol' its Delegate shall be delivered ill writing
(whi(.h may he by clectonic mail) to the Aulhorily aid shall be effective until Ire or site is replaced
by such govcruiug body or mo louge' a Supevisor; any vacancy shall be filled by the govcruiug
body of the Member ill the same mauncr provided in this paragraph b..
C. ']'lie governing holy of each Member of the Board shall appoint a Supervisor as at
allcrmaw to solve oil the Board ill the absence of (lie Delegate; the alternate may exe-cisc all the
I ights ;uul privileges of' the Dclegete, iucludiug the tight to be counted it Coustituing a quorum, to
participate in the proceedings ol, the Board, and to vote upon any mud all matters. No altcruatc
may have store than one vote al ally uaecling of Ilic Board, and any Member's desigualion of an
alteruatc shall be delivered in writing (whic) may be by electronic mail) to (lie Authority mud shall
be cllcctive until such altcruatc is replaced by his or her govcrniug body or is no longer a
Supervisor, unless othenvisc specified ill such appointment. Any vacancy shall be filled by [lie
govcrniug body of the MCI11bCI- in the same nvumer provided ill 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 ill opcn meetings he or she attends.
C. lhcb Associate Member may designate a lion - voting representative to the Board
who may not be couulcd loward a quorum but who may aueud open meetings, propose agenda
items and otbcnvisc participate ill Board Meetings.
I . Delegates shall not receive couapcusa(ion for serving as Delegates, but may claim
and rcccive reimbursement for expenses actually incurrccl ill conuoctio11 with such service
ptusuaul to rules approved by the Bo;ud and sullied to the availability of funds.
A. The Board shall have the power, by resolution, to the extent permitted by the Act
or ally other applicable 1mv, to exercise ;lily powers of dic Authority mud to delegate Lily of its
Functions to the Executive Conunitlec or ouc or store I)elegettcs, officers or agents of the
Authority, and to cause fury authorized Delegate, officer or agent to take any actions and execute
ally documculs 101 ;md in the li;unc anrd on bchall of the Board or (lac Authority.
b. '['Ile Board uM y establish such couunillccs as it deems uoccssary for ally lawful
purpose; such cournriuces al mivisory 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, mud rcvic%v, 1110 (lily as
necessary, a11d adopt each Program.
8. Meetings of the Board
a. The Board shall mccl al Icast once annually, but may Meet more frequently upon
call of any 011iccr or ms provided by resolution of the Board.
b. Meetings of the Board shall be c;dled, noticed, IICId Mud conducted pursuant to the
plovision.s of fic Ralph M. Brown Act, Chapter 9 (conuncucing with Section 511950) of Part I of
Division 2 of Title 5 of the Govcruuacn( Code of the Slaic of Calilixni;r.
C. The Secretary of (he Authority shall cause IIIIIIIIIC$ 01';111 naCCtiugs of the Board to
Ile taken and distributed to each Ntcmber as soon as possible after each meeting.
d. 1'hc lesser of twelve (12) Delegates or a meljority of the number of caurcul
Delegates sh;dl constitute a (11101.11111 for tausacting business al any meeting of the Board, except
that less (ham a quorum may art to ad.jciuru it III Ceiling. 1?ach Delegate shall have one vote.
C, Meetings may be held at ally location designated in notice properhy givcll for it
meeting and may he conducted by telephonic or similar rueaus ill any maunc i otherwise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board shall clecl a chair and vice chair from among the Delegates al. file
Board's animal meeting who shall serve a term of one (1) year or until their respective successor is
elected. The chair shall conduct Ilse meetings of* the Board and perform such olJter dukes as may
be specified by resolution of the Board. "me vice chair shall perform such dillics in the abscuce or
ill the went of the unavailability of the chair.
b, The Board shall couu acl annually will, RCRC to administer the Agreement mill to
provide administrative scn-ices to the Authority, am(I the President and Chief' F.xecutive Officer of
RCRC shall serve e.r o/liriu as FAeculive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief cxCCUlive of the Aullority, the lsxecubvc Director is authorized to exccutc
contracts and other obligations ol' the Authority, unless prior Boarcl approval is required by it Third
party, by law or by Board specilicatiom, aid to perform other duties specified by Ilse Board. The
1, :xeculive Director may appoint such other officers as may be required for the orderly conducl of
the Authority's bmSInC15 acrd a0itirs who shall sen,c al the pleasure of the FACcutive Director.
SLIbjcrt w IIIC applicable provisions of any iu(Icuturo or resolution prcividing fora u'ustcc or odor
liscal agent, (lie Executive Director, as Treasurer, is designated its the oust -odian of the Authority's
funds, Drop whatever source, and, as such, shall have the powers, duties and respousibilitics
specific(I ill Section 6505.5 of file Act. The lixccutive Director, as Auditor, shall have Ilse powers,
duties awl respousibilitics specified ill Section 6505.5 of Ille Act.
C. The Legislative Advocate for the Authority shall be the Rural County
Represent lives ol, Califitrnia.
d. The. TI CasllrCI' and Auditor are public: ollircr :s who have charge of, handle, or haws
access to all property of the Authority, and it bond for such officer ill th tt
e amotu of at lead one
huudred thousand dollars ($1001o00.00) shall be obtained at the expense of the Authority and
filed with the Executive Director. Such bond may secure the faithful pe'foruuuu'c of such
officer's duties with respect to duothCI- public ollicC if* such( bond in at ]cast Ilse same amoturt
Specifically mentions the office of the Authority as required herein. Tile Treasurer and Auditor
shall cause periodic iudepcndcut audits to be matte of (lo Authority's books by it certified public
accountant, or public accountant, ill compliance with Section 6505 of the Act.
C. The business of the Authority shall be conducted under the supervision of the
Executive Director by RCRC personnel.
10. Executive Corrunittee of the Authority
a. Composition
The At thorily shall appoint time (9) mculbers of its Board to serve ou all Execu(ivc
Conlnlittcc.
b. Powers curl l.inlitations
The Executive Committee shall act ill al, advisory capacity and slake.
rccoin11lcudations to the Authorily Bova. Dollies will i11Clude, but not be limited to, review of the
quarterly and annual budgets, SCITiCC as die Audit Committee for the Authority, periodically
review fills Agreement; and complete ally other tasks as play be assigned by the Board. "fhc
GACC11tive Comnliucc shall be subject to all lintitatious imposed by th m
is Agrcec11t, other
applicable law, and resolutions of the Board.
C. tol -IIIII
A majority of Ills 1.xCtltlllvC C01111Mltee shall coustitu(c a quorum lit IrausaCtiug
busiucss of (lie I?xcCUlive Committee.
11. Disposition of Assets
11(x111 (crnli11ation of this Agreement, all rcnlai11ing assets and liabilities ol' the A11thomy
shall be distributed to the respcclive Members in such mautcr as shall be delernniucd Irp (lie
Board ald ill accordance with (hc law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Alnecmcut shall nut be exclusive, and each Menlbcr expressly reserves its rights to
carry 0111 other public capital improvements alid programs as provided for by law and (o issue
other obligations for []lose purposes. This Agrccmcut shall not be deemed to amend or alter the
terms of other agrccnu;11(s among (he Members or Associate Members-
13. Conflict of Interest Code
The Authority shall by resolution adopt it Coullict of Interest Code as required by law
14. Contributions and Advances
Contributions or ad anccs of public ILuds and of pCrso1111el, cgtlipuIctu or property play
be made to the Authorily by any Menlbcr, Associate Nlember or any other public: agency to
lia'lher [lie purpose ol, this Agreement. Payment of public ftulds may be made to dclray the cost of
any coat ibution. Any ach'a11ce may be made sul>jccr to repayment, and ill that case shall he repaid
ill the Manner agreed upon by the advancing Member, Associate Melillo or other public agency
and (lie Authority at the (title of malting the advance.
15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses
a. The Ilscal year of (Inc Authorily shall be the period liolu•lan11ony I of each year to
and including the following December 31, except for any partial fiscal year rCSUI(ilIg Gom a cla1119C
ill accounting based on it different fiscal year previously.
b. Prior to the beginning of each fiscal year, lobe Board shall adopt a budget lot' the
succeeding fiscal ye;u .
C. The. Authority shall establish and mainuriu such funds and accounts as may be
required by geucrally accepted accounting principles. The books and records of llte Authority arc
public records and shall be open to inspection at all reasonable times by cac'h Nlcmbcr and its
I cpreseutativcs.
d. The Auditor shall eilher make, or contract with a certified public accouut>uu or
public accountant to utake, an annual audit of the accounts ;ill(] records of (lie Autho ity. The
ntininu.un requirenuuts of the audit shall be those prescribed by (Ile State Controller for' special
diSHICIS under Section 26909 of the Government Code of rile State of California, and shall
conform to geucrally accepted auditing standards. When an audit ol'accounts and records is made
by a certified public accountant or public accountant, a report Ihe'eol shall be filed as it public.
record with each Nlcmbcr (and also with the auditor of Sacramcido County as the county in which
the Authority's office is located) within 12 mouths alter the cud of the fiscal year.
C. lu ally )'car ill Which the auoual budget of the Authority does not exceed five
thousand dollars (.55,000.00), the Board nray, upon uuauimous approval of the Board, replace the
annual audit with an cusuiug ouc -year period, but ill no wall for :t period louge' (ban two liscal
years.
16. Duties of Members or Associate Members; Breach
11' any Member or Associate Nlenlbe' shall default in pe'lornliug ally COVCIIaill conUtiucd
he'ciu, such delaull shall llot excuse that Member or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Member or Associate Member shall remain liable lot-
tile perfolntauce of all co%cuauls hereof. L:ach Member or Associate Nlcmbcr hereby declares
that this Agrecmeu is entered into lot- the bcuclo oh the Authority created hereby, and each
Member or Associate Mcmbe' hereby grants to the Authority the right to cufo ce, by whatever
lawful ntcwts the Authority deans appropriate, all of the obligations of each of (lie parties
be-cunder. Each and all of the remedies given to the Authority hereunder or by any law now or
1lereallCr cuacted are cunulalive, and the exercise of ouc right or remedy shall not impair (be right
of the Authority to ally or all other remedies.
17. Indenutification
To dtc full extent permitted by law, the Board may aulhorire iudenurificaliou by the
Authority of any person who is or was a Board Delegate, alternate, ofl -we, consultaul, cmployce or
o(he agent of the Authority, and who was or is a party or is threatened to be made it party to it
proceeding by reason, of the fact that such person is or was such a Delegate, alternate, office',
consultant, cutployec or other agent ol' tltc Authority. Such iudcnutilication may be nrldc against
expenses, ,ludgmcuts, lines, scllleme:uts and other amounts actually and reasonably iucurrcd ill
couuccliou wills such proceeding, if' such person acted ill good Izith :ltd ill it mauucr such person
reasonably believed to be ill the best interests of the Authority and, in the case of it criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the ease of
an aclioll by or ill the right of the Authority, acted with such care, including reasonable inquiry, as
an ordinarily prudent person ill it like position woulcd use under similar circumstances.
18. Immunities
All of the privileges and inhnumilies Iron] liabilities, exemptions from law, ordillances and
rules, all pension, relief, disability, workers' compensation and other bcuclits which apply 10 the
activity of' officers, agents or employees of any of file Members or Associate Members whett
perlirrming their respective functions, shall apply to them to lte sane debn-ce and ex(eut while
cttgaged as Delegates or othcnvise as an olfwer, agent or other rcprescutative of the Authority or
while engaged in the performance of any of their functions or duties Under the provisions of this
Agrccmcut.
19. Amendment
This Agreement may be anhettcicd by the adoption of the amendment by the g'overtting
bodies of a majority of (he Members. The amendment shall become eflcctive ou the lust day of
the mouth following the last required member agency approval. An amendment may be illitialed
by the Board, upon approval b)' it majority of lltc Board. Any proposed amendment, including the
text Of' the proposed change, shall be given by the Board to cash Mcmbcr's Delegate for
prescutatiott and acliott by each Mcutbet's board within 60 days, which little may be extended by
the Board.
The list ol' Members, Attachmcttf 1, may be updated to reflect ucw and /or withdrawn
Mcntbm's without requiring formal amcnchnent of the Agreement by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Member
11 a \4cnhbcr tvilhclraws as member of RCRC, its membership ill the Authority shall
,mloinatically (ermiUuc. A Member or Associate Member may withdraw from this Agrccincul
upon written notice to the Board; provided however, that no such withdrawal shall resuh in (Ile
dissolution of (lie Authority as long as any Bonds or other Obligatiotts of (he Authority renhaitt
outstanding. Any such withdrawal .shall become ell'cctive thirty (30) clays after a resolution adopted
by the Mcmbet's governing body which authorizes withdrawal is received by the Authority.
Nonvi(hslanding the foregoing, ally termination of nlanbcrsltip or withch'awal Item the Authority
shall not operate to relieve any terminated or withdrawing Mcniber or Associate Member from
Obligations inclined by such terminated or withdrawing Member or Associate Member prior to
the little of, its Icrnlittatio❑ or withdrawal.
20. Miscellaneous
a. Counterparts. This Agreement may be executed in several counterparts, each of
Which shall be an original and all ol'whicll shall constitute but one and dic sane inslruntcut.
b. Const ucdon. The section headings herein arc I,or cottvmiicnce only and arc not to
be consu'ucd as modifying or goveruiug the laugtctgc ill tine section relerrcd to
C. Approvals. Wherever in this Agrecmcut ally consent. or approval is required, the
same strait not be uurcasouably withheld.
d. Jurisdiction; Venue. This Agreement is made in the Stale of C;Iliforuia, undo the
Constitution ;md haws of such State and is to be so construed; ally action to enforce or iutcrpret its
terms shall be brought ill Sacrunento Couuly, Calileruia.
C- Integration. This Agreement . is the complete and exclusive statement of the
agreement among the parties trcrclo, anti it supersedes and merges all prior prol)osals,
understandings, and other agrccmcuts, whether oral, written, or implied in conduct, between and
:unong the parties relsttiug to tale sutljcct matter of This Agreement.
f. Successors; Assignment. This Agreement shall be binding upon and shall inure Ur
the beuclil of the successors of, the parties hereto. E.wept to the extent expressly provided herciu,
uo Member may assign any right or obligation hercuudcr without lte consent . of the Board.
g. Severability. Should :up, part, term or provision of this Agreement be decided by
the courts to be illegal or ill conflict with any law of ttre Stale of Calilbrnia, or olhcrwise be
rendered unclifoiccable or iuctle tual, lire validity of ttre remaining pmts, terms or provisions
hereof shall not be affected thereby.
The panics hereto have caused this Agreement to be executed and attested by Itreir properly
autiori'rcd ollicers.
/\S ADOIYF ;D BY "1'I F, MEMBERS
Originallyd;ucd , tulp I, 1998
Amended and restated Da ember 10, 1998
:Amended and restated February 18, 1999
Amended and restated September 18, 2002
: \mcudcd :ltd restated.1mmmy 28, 2006
Amended and restated December 10, 2014
�.S' /GN�I T( /R /„'S C)N 1 %OI,I,C) I b %NG Pal GIs:51
SIGNATURE PAGE FOR-NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated:
By:_
Name:
Title:
Attest:
By
[Clerk of the Board Supervisors or City Clerk]
AFTER EXECUTION, PLEASE SEND TO:
Golden State Finance Authority
(formerly California Flome Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000\9603861 1
ATTACHMENT I
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10, 201
Alpine Count,
Ancudor County
Butic Couuly
U11MIcras COUIII),
Colusa County
Dcl No) lc Cowily
1a Dorado Couuly
Clcnn Count
Humboldt County
Imperial County,
Iuyo County
Lake County
L ssen Couuly,
Madera County
Mariposa Count),
Mcu(jociuo County
Merced County
Modoc. Count),
Mono Count),
Napa Couuly
Nccada Couuly
Placer County
Plumas County
San Benito Couuly
Sluasta Couuly
Sierra Couuly
Siskiyou Count,
SUI(Cr Couuly),
Tchanun Count,
Trinity County
TuolM MIc Count,
Yolo County
Yuba Count,