Res 15-041RESOLUTION NO. 15 -041
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
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 Chapter 5 of Division 7, Title 1 of the Government
Code of the State of California (Section 6500 and following) (the "Act ") and the Joint Power
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, City of Poway (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, Authority has established the Authority PACE Program, which is such a
voluntary contractual assessment program, 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
Resolution No. 15 -041
Page 2
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 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 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 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 PACE Program to
finance the installation of the Improvements.
Section 2. This 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
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 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.
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 the 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 PACE Program 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 -041
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.
�2 �—
i
Steve Vaus, Mayor
ATTEST:
�&
Sheila . CCMC, 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 -041 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
Aq=�2'' cak�-
Sheila R. Cobian, CIVIC, City Clerk
City of Poway
ATTACHMENT:
Exhibit A: JPA Agreement
F,xhibit "A"
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original d;11e July I, 1993 and its last amended and reslated DCCCIIIhcI 10, 2016)
T II.S AiIFADI;D AND l*Yl'ATFl) JOINT EXERCISI? OF POWFAS AGREEMENT
( "Agi-ccocul ") is entered into by and among (Joe counties listed oil Attachment I hercol and
iucorpora(cd herein by rcicicnce. All Such couuticS arc referred to hcrcin as " 1k4embcrs" with the
respective powers, privileges ;md resu iclious provided herein.
UXGUIRCKK
A. AVFIITF S, llie California Rural I-Ionic Mot'lgage Finaiwe Authority ( "CRHMFA") was
created by a Joint I?xercisc of Powers Agreement dated,July 1, 1993 pursuant to the Joiul FACIVISC
of Powers Act (couvucucing with Article l of Chapter 5 of Division 7 of ']'tile I of the
(;o1'el'III11C111 Codc of the Slate of, California (tile "Act "). By Resolution 2003 -02, adopted on
Jauuaiy 15, 2003, the tams: of (lie authority Eras changed to CRI -IMFA Homebuyers Fluid. The
Most reccul anx;nduleul to the Joiul l?xcrcise of Powers Agrccmcul was on January 28, 2004.
B. AVI- IERI:AS, the Members ol' CRI-IMFA Homebuycis I uud desire to update, teall'irm,
clarily ,111(1 revise cctlaiu provi,sious of tile.joiut powers agrecmcut, inclucliug doe reuamiug of the
,loiul powers authority, ;is scl forth hcrcin.
C. VVI-11Rb:AS, the Nlcmbcl:s are each cmpowered by law to finance (he coustructiou,
acquisition, iinprovenlcul and rclutbilitilliou of -cal propcit,y.
D. bVl-IFIU AS, by this Agrccmcul, tite Members desire to create and establish a joint powers
authority to exercise Ihcir respective powers for the purpose of livauciug the c'ousulidion,
acquisition, iuiprovcutcul and rchabilitatiou of real property within the jurisdiction of the Authority
as authorizer) by the Act.
NOW, TI- ll-;REFORE, ill cousideration of (lie mutual covcuants contained hcrcin, (lie Members
iudividllally and collcclively agree as follows:
Dclinitions
Unless the coutcxl olhcnvise requires, the following terms shall lot purposes of* this
Apecnlcnl 11;1vc the ❑re;mings specified below:
"Ace u1c;111s the Joiul Exercise of Powers Acl, commencing with Article I of Chapter :i of'
Divisiou 7 of "Title I of the Government Codc of* file State of California, including the Marks -Roos
[vocal Bond Pooling Act of 1985, as amended.
"Agreement" means IhisJoiul Exercise of Powers Agreement, as (he Samc tow exists or as it
11);13, Rom (tine to time be anlc11ded as provided herein.
"Associate Member" means a county, cig1 or other public aq;ency which is not it voliug
mcmbcr of (lie Rtual County Represc11tativcs of California, a California nonprofit corporation
i "RCRC "), with legal power and authority similar to that of (hc Members, admitted pmnraut to
paragraph 4,d, below to associate membership herein by vote Of'(] IC Board.
"Audit Committee" mcaus a committee made up of (Ire 11inc- m(2mbcr 1?xecutivc
Conuuittec.
"Authority" means Calil'or11ia Home Finance Authority CCFIF ") formerly laiowu as
CRI-IN4FA Homebuycrs Fund or California Rural Home Mortgage Finance Au(106()'.
"Board" mcaus the govcruing board of (hc Authority as described in Scclion 7 below.
"Bonds means bond,, notes, warrants, leases, ccrlil'icales of p;urlicipation, nistilliticill
p IR INISc aArcenrc111s, luau ag-cenrenls and other securities or obligations issued by (lie Authority,
ur financing agrecn)cnis entered into by the Authorii.}, pursuant to the Act and any o(Irer obligation
within lhi: meaning of the term "Bondi' under the Act.
"Delegate" mcaus (he Stq)ctvisor dcsig11atcd by the goveruiug board of cacti Member to
scnve on the Board of the Authority.
"Executive Committee" means the 11i11c- mcmbcr Executive Couuuitlec of, the Board
established pursua11( to Sccliou 10 bcreol.
" Member" means any count.)' wlriclr is it member of RCRC, has executed this Agrcc11ucw
;,,,d has become it mcrnber of the Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, instalb11enl
pur(Irasc agrceinenis, loan agteemeuts and other sccuritics or obligations issued by the Aulhorily,
or 1i11aucing agreements enteral into by tiro Authority pursuant to the Act and any outer financial
or legal obligation of the Authority under the Act.
"Program" or "Project" urcans any work, in)provcn)cw, program, iwolccl or service
undertaken 1)y the Authority.
"Rural County Representatives of California" or "RCRC" means the nonprofit cavity
incorporated under that nan)e ill the State of Califonia.
"Supervisor" mcaus ;ut cle(icd County Supervisor lion) au RCRC nlcuibcr (011111)'.
2. Purpose
The propose of the Authority is to providc livauciug lot the acquisition, coustruclion, ,
intprovcnrent and rehabilitation of real property in accordance with applicable provisions of law
for the bcncli( ol'resideuts and conununitics. hr pursuit of this pm'pose, this Agreement provides
fin dw ,joint exercise of powers (,onunon to au}, of its Members and Associate Members as
provided hcrciu, or otluerwisc awflorircd by (tic Act and other applicable laws, including assisli11g
in linaun'i ragas ant Ilori'rcd herd II joiratly exercised in I c man ttcr sel. loth IICI'CIII
3. Principal Place of Business
The principal office of the Authority shall be 1215 R Su'ect, 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
Authority shall be a public entity separate and distiucl from the Members or Associate Mcnilm s.
b. The Aulhorily will cause it notice ol this Agreement or ally amendment hereto to
be prepared and tiled with the of like of Ihc Secretary of Slate of California ill a timely fashion it
he manucr scl forth ill Section ti,503.3 of Ihc Act.
C. A county Ihal is a member of RCRC may petition to become it member of the
Authority by Submitting to the Board a resolution or evidettce of other formal action taken by its
govcruing body adopting this Agicctttew. The Board shall review the petition for meutbership
ettd shall vole to approve or disapprove lhc: petition. 11' the petition is approved by it majority of
the Board, such county shall immediately become it Member of Ibc Authority.
d. An Associate Mcmbcr may be added to the Aulhorily upon the affirmative
approval of its respective. governing board and ptusuant to action by the Authority Board upon
such terms and conditions, :utcl with such rights, privilcgcs attd responSibilities, as may be
established from lime to little by like Board. Such lernts and conditions, and rights, privilcgcs and
responsibilities play vary among Ihc Associate Members. Associate [vlenbers shall be entitled to
participate ill one or more programs of the Authority as delennined by the Board, but shall not be
voting mcmbcts of the Board. The FAccutivc Director of the Authority shall cttforcc the terms
attd conditions lot. prospective Associate Members to the Aulhorily as provided by resolution 01'
the Board and as amended from little to tittle by (lie Board. Changes in the lcrms Mud conditions
for Associate ivicmbctship by the Bo:u'd will not coustitutc au amendment of This Agreement.
5. Term and Termination of Powers
This Agrccntctti shall becoine cllective from the date hereof until the earlicr of the time
whcu all Bonds and any interest thereon shall have been paid in full, or provision lit' such
liaymcut shall have been made, or whcu the Aulhorily shall uo longer own or hold ally intend ill it
public capital improventcnt or program. The Authority shall couliuuc to exercise the powers
herein couferrcd upon it unfit termination of this Agicencttl, except that if ally Bonds arc issued
and delivered, ill no event shall Ihc cscrcise of the powers herein granted be terminated until all
Bonds so issued and dclivercd and the iulcresl thereon shall have been paid or provision lot- such
payment shall have been Made and any other debt ittcurred with respect to ally other Iittattcing
program established or administered by the Authority has been repaid ill full and is tto longer
outstanding.
6. Powers; Restriction upon Exercise
a. To ell -a'watc its purpose, the Authority shall have the power to cxcrcisc any and all
powers of" the Members or of a ,joint pocvcrs authority under the Act and other applicable
provisions of law, subject, however, to the conditions auel rc5tict011S herein coulained. Fach
Mcmber or Associate blcinber may also scparalcly cxcrcisc any and all such powers. The powers
of the Authority arc limited to those of a gcucral lacy. couuly.
b. The Authority may adopt, from time to lime, such resolutions, guidelines, talcs and
rcgu4rious tin- the conduct of its meetings and the activities of Ibe Authority as it deems necessary
or desirable to accomplish its purpose.
C. "l'hc Authority shall have the pourer to livauce the consU-uclion, acquisiliou,
improvement and rchabilitalion of real property, iurludiug due power to purchase, with the
suuouuls received or to be received by it pursuant to a bond purclhase agrecmenl, bonds issued by
any of its Members or Associatc Members and other local agencies at public or negotiated sale, for
the purpose set forth herein and ill accordance cvitlh the Act. All or any part of sudlh bonds so
purchased may be held by the Authority or resold to public or private purchasers at public or
uegotiated sale The Aulhorit), shall set :illy other terms and conditions of any purchase or sale
contemplated herciu as it deems necessary or convenient and in furtherance of the Act. Tlic
Autlhority may issue or cause to be issued Bonds or other indebtedness, and pledge ally of its
properly or rcvcuucs as security to the exleul permitted by resolution ol, the Board uudcr ally
applicable provision of law. The Aut9hority may issue ponds in accordance with the Act ill order
to raise. luuds necessary to clfectualc its purpose hereuucler and may cuter into agrecmcarls to
secure such Bonds. The Authority may issue other forms o(' indebtedness aulhorired by the Act,
Mud to sCCLllC such debt, to further such purpose. '['he Autarchy may utilize other forms of capital,
including, but uol limiled lo, (lie Aut9rority's iuteruMI I'CSOLII'eCS, capital ma ik s aucd other foruhs of
private capital investment audtorirccl by the Act..
d. 'lThc Authority is hereby authorized to do all acts uecessauy for the exercise of its
powers, including, but not limited to:
(1) execuling conU'acts,
(2) employing agcuts, consultauls and employees,
acquiring, couslructiug or providing tin maintenance and operation of any
building, work or improvement,
(d) acquiring, holding or disposing ol' real or personal property wherever
located, including property subjeclto mortgage,
(5) incurring debts, liabilities or obligations,
((i) receiving gilts, contributions and donations of properly, funds, se'vic'.es and
any other forms of assislance from persons, firms, corporations or
govcrunhcnlal culitics,
(7) suing and being sued it its own name, and litip(iug or settling ally suits or
clai i ns,
(8) doing any and all things ncccssa y or convcuieut to the cxcrcisc of its
Specific powers and to accomplishing its purpose
(9) establishing and /or administering disU'icts to livauce and re(inarcc the
acquisiliou, iuslalladiou and inhprovement of energy efficiency, water
conscrvatioe mud renewable energy iumprovemcets to or o❑ real property
and ill buildings. The Authority may enter into one or erorc agreeun:uls,
illcludiug without limita(ion, participation agreements and implemcnlatioc
agrccmcuts to impicutcuf such programs.
C. Sul)jcct to the applicable provisions of ally indcuture or resolution providing tin' the
iII vest Ile u of* Mollies bell I ercuudet, t rc Autuxity shall have the powur to invest ally of* its funds
as the Board deems advisable, ill the same manner and upon the same comlitious as local agcucies
pursuaul 10-Section 53Gol of the Governmcut Code of the State ol,Califoruia.
I. All property, cquipmcnt, supplies, funds aed records of the Authority shall be
owned by the Authority, except as may be provided otherwise herciu or by resolutiou of the
Board.
A. Pursuaul to the provisions of Section 6508.1 of the Act, the debts, liabilities alld
obliPtions of the Aulhorily shall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with ally interest aed premium Ihercoe, shall ❑Lit
coustitulc debts, liabilities or obligalioes of any Member. The Members or Associate Members
hereby agree that any such Bonds issued by the Authority shall not couslitute geucral obligations of
III(,. Aulhorily but shall be payable solely from the muueys pledged to the repaymeul of, principal or
iuteresl Liu such Bonds Wider the terms of Ilse. resolutiou, indenWre, uusl, agrccmcut oa' other
iusuunrcul pursuant to which such Bonds are issued. Neither the Members or Associate
Mcnhbers nor life Authority shall be obligated to pay the principal ol, or premium, it any, or
iulcnst oil the Bonds, or other costs iucidcutal thereto, except Il-om the reveultcs and funds
pledged therefor, sad ucilher the faith and credit nor rte taxing power of the Mcutbers or
Associate Members of the Aulhorily shall be pledged to the paynacul of the principal ol, or
premium, if ally, or iutcrest- ou the Bonds, nor shall the Members of Associate Members of the
Aulhorily be obligated ill any mouurer to make any appropriation for such paymcut. No covenant
or agrccmcut coetaiucd ill ally Bond shall be dCClne(I to be a coveeaut or agrcerncnl of ally
Delegate, or any officer, agent or employee of the Autxxity in an individual capacity, alld ucilher
the Board nor ally officer thcrcof executing the Bonds or ally dOCtnnent related thereto shall be
liable persoually oil ally Bond or be subject to ally per :soual liability or accountability by rcasou of
life issuance of ally Bollds.
7. Governing Board
a. The Board shall cousisl of the number of Delegates equal to ouc represcuuuive
Iroeh each IIMCInbCI'.
b. Tile governing body of each Mcmbcr shall appoint Line ol, its Supervisors to serve
as a Delegate oil the Board. A Member's appoiricucut of its Delegate shall be delivered ill writing
(whi(.h may be by electronic mail) to the Authority and shall be effective until Ire or site is replaced
by such goveruing body or eo longer a Supervisor; any vacancy shall he filled by the govcreiug
body of lbc Member ill life same manner provided in this paragraph b..
c. The governing body of each Member of the Board shall appoint a Supervisor as ae
ahcrnalc to serve oil the Board ill the absence of the Delegate; the altercate pray exercise all the
rights and privileges of the Delegate, including the right to be counted in conslituing a quorum, to
participate in the procculigs of the Board, and to vole upon any and all rimums. No aheruatc
n'my have numc An one me at any meeting of the Board, and any Member's designation of all
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 it
Supervisor, unless otherwise specified ill such appointmcul. Any vacancy shall be filled by the
governing body of tile. Member ill the same nisumcr provided ill this paragraph c..
d. Ali), parson who is not it member of the governing body of a Member and who
aucnds a inceling oil behalf of such hicmber may not vote or be counted ummal a quorum boll
may, at the discretion of the Chair, participate in opcn Meetings he or site attcuds.
C. Each Associate Member may designate a lion- voliug represcutuive to the Board
Who may uol be couulcd toward a quorum but who may attend open nx:etings, propose agenda
iwils 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 couuection with such service
pursuant to rules approved by the Board and subject to the availability of funds.
g. The Board shall have the power, by resohuion, to the extent. permitted by the Act
or any other applicable law, to exercise any powers of the Authority and to delegate any of its
ftlHC1iOHS to the 4:xecotivc COMIlliacc or one or more Delegates, officers or agents of the
Authority, and to cause any authorized Delegate, officer or agent M trice any actions and execute
any documents for and in the name and on behalf of the Board or the Authority.
h. 1'he Board mny establish such connniuces as it deems necessary for any lawful
purpose; such committccs are advisory only and may not act or purport to act on behalf or 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 Icasl once annually, hill may nice! more Frequently upon
Call of ally officer or as provided by resoluliou of the Board.
b, Meetings of the Board shall be ratted, noticed, held and couductcd pursuant to the
provisions (if the Ralph M. Brown Act, Chapter ) (commencing with Section 511250) of Part I or
Division 2 ur"f-ille 5 of the Coveruuicut (Ame of the Stale of Calilin nia.
c. The Secretary of the Authority shall cause Minutes of all meetings of' the Board to
be taken and distributed to cash \4ctnbcr as soon as possible after cacti meeting.
d. The lesser of Twelve (12) Delegates or a majority of the uuMber of current
Delcgaws shall couslimte a quorum for wanisacting lntsi less at any Mccting of' the Board, except
less I11;ut a quortm't may act to adjourn a meeting. Each Delegate shall Ilave one vote
C. Meetings may he held at any location designated in notice properly given for a
meeting mill may he couductcd by Iclephouic or similar means ill ally manner othenvise allowed
by him
9. Officers; Duties; Official Bonds
a. The Board shall elect a chair and vice chair I ?on, among [lie Delegates al the
Board's annual meeting who shall scn'c a term of one (1) year or until their respective successor is
elected. The chair shall conduct lire meetings of the Board and perlorm such other duties as clay
he spccif icd by resolution of the Board. The vice chair shall perform such duties ill the abseucc or
ill the event of* the ullavailability of the chair.
b. The Board shall contract annually will, IiCRC to administer the Agreement and to
provide admiuisuativc services to rile Authority, and the President and Chief* Executive Officer of
MAW shall Serl'C e.,' 01&70 as Exccutivc Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of the Authority, the ExceutiPC Director is authorized to execute
contracts :ud other obligations of the Authority, unless prior Board approval is required by a third
pally, by law or by Board specilicatiou, and to perforu, other duties specified by the Board. The
Exccutivc I)ircclor may appoint such other officers as may be I- squired Ior the ordoa'ly conduct of
the Authority's bl191nCSS and a11MI -S who shall sen -c al the plcasurc of the Exccutivc Dircclor.
Subject to the applicable provisions of ally iudcnture or resolwio❑ providing fora trustee or other
fiscal agcut, the Exccutivc Dire(tor, as Treasurer, is designated as the custodian of the Authority's
feuds, troll) whatever source, and, as such, shall have the powers, duties and responsibilities
spccilicd ill Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the powers,
(Illtles and responsibilities specified ill Section 6.50.5.5 of the Act.
C. The I.ugislativc Advocate for the Authority shall be the Rural County
Rcprc.eculalives of,Califoruia.
d. fhc `l'rcasurcr and Auditor are public officers who have charge of, handle, or have
access to all property of* (lie Authority, alld a bond lot- such officer ill file amount of at Icast ouc
Inmdred thousand dollars (1,100,000.00) shall be obtained at the expense of the Authority and
filed with the Execntiv'C Director. Such bond may secm'c the faithful perforururce of such
officer's duties wills respect to allother public office il, such bond in at lead file Sallie amount
specifically mentions the office of the Authority as required herein. The Ti- casurer and Auditor
shall cause periodic indcpcodew audits to be made of the Authority's books by ;I certified public
accouulaut, or public accouutaul, ill compliance with Section 6505 of the Act.
C. The bLISHICSS of the Authority shall be couductcd under the supervision of 11te.
1?xcculivc Director by RCRC persouucl.
10. Executive Committee of the Authority
a. Collmositiou
'I'll(- Authority sliall appoint nine (9) members ol' its Board to serve oil all 1?xeculivc
Committee.
b. Powers and limitations
The Executive Committee sho-dl act in all advisory capacity and make
I ecommncmd:uions to the Authority Board. Duties will include, but not lie limited to, review of the
quarterly and annual budges, service as the Audit Committee for the Authority, periodically
im,mv this Agrccmcul; and complete any other tasks as may be assigned by the Board. The
l \ecutive Conuuiacc shall be subject to all limitalious imposed by this Agreement, other
applicable law, and resolutions of the Board.
I% QUOI um
A majority ol* the Executive Committee shall constitute a quorum for transacting
husiucss of the Executive. Conunittee.
11. Disposition of Assets
I Ipou Icrntinalion of this Agrccinent, all remaining assets and liabilities of* the Aulhority
shall be disuibutcd to the respcctivc n4cmhbers ill such nhamucr as shall be determined by the
Board and in accordance with the law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agrccmcmt shall not be cxclusivc, and cacli MOmbCI' cxpressly rescrvcs its riglhls to
carry out other public capital it, hprovemcits and progranhs as provided for by law and to issue
other obligations Ibr those purposes. This Agreement shall not be decnhcd to anhcmd or ;titer the
Ions of other agrcemhculs among (hc N4cmbcts or Associate Mcmbes.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Interest Code as required by fail'.
14. Contributions and Advances
Contributions or advances of public funds and of personmcl, cquipmcul or property shay
be made to the Authority by ally P4cmbcr, Associate Mcmbcr or any other public agcucy to
liuther the purpose ol' Ilhis Agrcenhent. Payment of public funds may be made to defray the cost of*
ant= roiuribution. Anp advance nay be made subject to repayment, and ill that case shall be rcpaicl
in the manner agiced upon 1>p Ifc advancing Mcmbcr, Associate Mcmbcr or other public agency
all(] the Authority at the lime of making (lie advance.
15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses
a. The fiscal year of the Authority shall be the period Iron January I of cacti year to
Mud iucludiug the following Decenhbcr 31, except fix ally partial fiscal year resulting Iron a chaugc
accounting based on a dilferent fiscal year previously
b. Prior to the hegirriug of each fiscal year, the Board shall adopt it badge( for Ilse
succecdillg fiscal yew'.
C. Tlic. Authority shall establish and maintain such fun(Is and accounts as may be
required by generally accepted accourtiug prirciplcs. 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
represeulatives.
d. The Auditor shall either make, or contract. with a certified public accourtaut or
public accouulant to mal(c, an annual au(fil 01' tile accounts and records of the Authority. The
minimum requiruuerls of the audit shall be those prescribed by dtc Slate Conunller for spacial
districts under Section 26909 of the Government Code of the Stale of California, and shall
conform to generally accepted auditing standards. When an audit of accounts and records is made
by it certified public accountant or public accouutanl, a report Ihcreol'siall be filed as a public
record with each Nicutbcr (and also with the auditor of Sacramento Couul), as the couuly ill which
the Auliority'S office is locate(l) within 12 months after the cud of the fiscal year.
C. Ill ally year ill which tic aurual budget of the Aulhorily does rot exceed live
thousand dollars ($5,000.00), Ilse Board miry, upon unanimous approval of the Board, replace the
annual audit with an eusuiug one -year period, but ill no evcnl for a period longer than two fiscal
years.
16. Dudes of Members or Associate Members; Breach
If any Member or Associate Member shall (IcI'ault ill performing ally coveuanl contained
herciu, such (Icl.mll shall rot excuse that Member or Associate Member from fulfilling its other
obligations heremldCI., and such delimiting Member or Associate Member shall remain liable Ibr
the perlixm.utce of all covcua11ts hereof. Each Nfember or Associate Member hereby declares
that this Agreement is entered into Ibr the bcucfii of the Aulhorily created hereby, and each
Mein cr or Associate Member hereby grants to the Authority the right to enforce, by whatever
lawful means the Authority deems appropriate, all of the obligations of each of the parties
ltcreuuder. Each and all of lie rentc(lics given to the Authority hcreur(Icr or by ally law now of
hercallcr enacted are cunndalive, acid the exercise of one right or remedy shall not irgrrir tlae right
of the Authority to any or all other remedies.
17. Indemnification
To the full cxlcul permitted by law, the Board nlay authorize illdcnutilicaliou by lie
rlutiorily of ally person who is or was a Board Delegate, alterllate, officer, consultant, employee or
other agent of the Aulhorily, and who was or is a party or is threatened to be made a party to a
proceeding by rcasor of the fact that such person is or was such a Delegate, altercate, officer,
consultant, enrployec or olhcr agem of the Authority. Such indemnification may be made agaiest
cxpcuscs, .judgments, liras, sculenx;nts aed other ;mouths actually and reasonably iecurral ill
coeucclioll with such proceeding, if such person acted ill good faith ;111(1 ill a manlier such person
reasonably believed to be ill the bcsl interests of the Authority dud, in the case of it criminal
proceeding, had uo leasollable cause to hellov'e his or her conduct was unlawful aud, in the case of
ar action by or ill the right of the Aulhorily, acted with such care, ircludiug rc:isonAble inquiry, as
MI ordinarily prudent persou it a lilec posi(ioll wcnld use under similar OICIImsuuhccs.
18. Immunities
All of the privileges and imntuuilies from liabilities, exemptions from law, ordinances and
rules, all persior, relief, disability, workers' compensation and otter bellclits which apply to (he
activity of officers, agents or employees of* any of the Members or Associate Members whcu
perforating their respeclivc fuuc(iors, shall apply to (hem to the same degree and extent while
engaged as Delegates or otherwise as an officer, agent or other representative of the AullioriLy or
while engaged ill (he performance ol' ally of their functions or duties undo- the provisions of this
Agreement.
19. Amendment
This Agrecuhcul may be ;hmeuded by (he adoption of' file amendmcut by the governing
bodies of* a majority of the Nlcmbers. The anacnchncnt shall become effective oil the first clay of
the month following (lie last required member agency approval. An amendmcut may be initiated
by the Board, upon approval by a nuyority ol* the Board. Achy proposed amendment, including the
text of the proposed ch,uhge, shall be given b}, the Board to each Mchnber's Dcicga(c Ihr
preseulalion aud action by each Mcmber's board within 60 days, which time may be extended by
the Boarcl.
The list ol' Mcmbcrs, A((achnhcut 1, may be updated to reflect new aud /or withdr:nvu
Nlcmbers wi(hout requiring formal antendrrcrt of the Agreement by the Authority Board of
Dircclors.
20. Withdrawal of Member or Associate Member
II a Member withdraws as member of RCRC, its membership ill the Aulhorily shall
aulonudically terminate. A N4ember or Associate Member may wiihdraw Iron This Agreement
upon wriller notice to tlhe Board; provided however, that no such withdrawal shall result it (he
dissolution of the Authority as long as ally Bonds or other obligations of the Authority hauhain
outstanding. Any such withdrawal shall become effective thirty (30) clays after a resolution adopted
by Ow Mc:nhbnr ;s govcrhing body which authorizes withchrawal is received by the Aulhorily.
Notwilhslan(ling the forcgoiug, all}' Ierminalior of membership or withdrawal from (lie Authority
shall not operate to relieve ally terminated or withch'awing Member or Associate Nlcnrber from
Obligations illcurrcd by suchh lei mitialed or withdrawing Member or Associate Member prior to
the liuhc of its lei miration or withdrawal.
20. Miscellaneous
a. Counterparts. This Agrecmcrt may be executed ill several cour(crpar(s, cash of
which shall be an original and all ol*wbich shall cousti[ule but ouc aud [lie same instrument.
b. Construction. The section headings herein are for corvcnicnce only and are not to
be consn'tted as modifying or governing die langtctge ill the section referred to.
C. Approvals. Wherever in this Agreement any consent or approval is rcquircd, the
same Shall not be uurcasollably willLheld.
d. Jurisdiction; Venue. This Agreement is made in the Slatc of California, tinder the
Constitution and laws of such State and is to be so construed; ally action to enforce or interpret its
terms shall be brought ill Sacramento Comity, California.
C. Integration. This Agrcemenl is the complete and exchtsive sUtcmeut of the
agreement among the parties hereto, and it supersedes and utcrges all prior proposals,
undca'slandiugs, and other agrecntems, whether oral, written, or implied in conduct, between alld
among Iltc parties rc Iatiug to the suhjecl matter of (his Atnccmenl.
I'. Successors; Assignment. This Agreemenl shall be binding upon and shall inure to
the bcuclit of, (he successors of (he parties hereto. Except to (he extent expressly provided therein,
❑o Mcuhber utay assign ally right or obligation hereunder without (lie consmtt ol, the Board.
g. Severability. Should any part, term nr provision of this Agreement be decided by
the courts to be illegal or in coullict wilb any law of the State of California, or otherwise be
rcudercd uucuforccablc or incllcctual, (lie validity of the remaining parts, (trills or provisions
hereof shall not be affected thereby.
The parties hereto have caused this Agreement to be CXCCLl1Cd and attested by dteir properly
euthorirml officers.
AS ADO>P 11) BT"l'HE tNlFNlBI:RS:
Originally dated July 1, 1993
Amcndcd .utd restated December 10, 1998
"\mulcted and restated hclxuary 18, 1999
Amcndcd and restated September 18, 2002
Amcndcd and restated January 28, 2004
Amcndcd and restated December 10, 2014
ISIG/V477111, :5' ON PIOLLO1FINC 11AG ,N
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated:
Name:
Attest
By
[Clerk of the Board Supervisors or City Clerkl
AVrER EXECUTION, PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000 \9603861. I
ATTACHMENT 1
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December_ 10, 2014
Alpimc Comity
Amador County
Butic County
Calaveras County
COI1118 Couuq.
Del Norte County
El Dorado County
Glcnm County
- lwuboldt Cotuttp
Imperial County
Liyo County
L kc Comity
IaLsscn Couuq,
Madcn County
Mai iposa County
Mcudociuo County
n9crccd Cottuty
Modoc County
Mono County
Napa Comity
Ncvada County
Placer Comnq,
Plmmas County
Sall llcnito Comity
Shasta Comity
Sierra County
Siskiyou County
SURCI County,
Tehauta Couuly
Tl inity Comely
Tuolunwc County
Yolo County
Yuba County