HomeMy WebLinkAboutR-10691 - Consenting to Inclusion in CA HFA Community Facilities District No 2014-1 to finance Renewable Energy Generation, H2O Efficiency, Elec Vehicle charg infrastructureRESOLUTION NO. 10691 (2016 SERIES)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS
OBISPO, 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 San Luis Obispo 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 the City in financing such
Authorized Improvements; and
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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 Council of the City of San Luis
Obispo as follows:
SECTION 1. On the date hereof, the City Council held a public hearing and the City
Council hereby 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. The City Council hereby 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 thereover 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 appropriate City officials 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. The City Council hereby finds that adoption of this Resolution is not a
"project" under the California Environmental Quality Act, 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).
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SECTION 7. This Resolution shall take effect immediately upon its adoption. The City
Clerk is hereby authorized and directed to transmit a certified copy of this resolution to the
Secretary of the Authority.
Upon motion of Council Member Ashbaugh, seconded by Council Member Rivoire, and on the
following vote:
AYES: Council Members Ashbaugh, Christianson and Rivoire,
and Mayor Marx
NOES: Vice Mayor Carpenter
ABSENT: None
The foregoing resolution was adopted this 16th day of February 2016.
ATTEST:
APPROVED AS TO FORM:
Mayor r
Marx
IN WITNESS WHEREOF, I have hereunto set my Fund and affixed the official seal of the City
of San Luis Obispo, California, this 7,1— day of Ak+ Gln , 2.
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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 the Joint Exercise
of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the
Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on
January 15, 2003, the name of the authority was changed to CRHMFA 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 the joint powers agreement, including the 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, the Members desire to create and establish a joint powers
authority to exercise their respective powers for the purpose of financing the construction,
acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority
as authorized by the Act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Definitions
Unless the context otherwise requires, the following terms shall for purposes of this
Agreement have the meanings specified below:
"Act" means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of
Division 7 of Title 1 of the Government Code of the 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.
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"Associate Member" means a county, 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 the Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote of the Board.
"Audit Committee" means a committee made up of the nine -member Executive
Committee.
"Authority" means California Home Finance Authority ("CHF"), formerly known as
CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority.
"Board" means the governing 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 the 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 the governing board of each Member to
serve on the Board of the Authority.
"Executive Committee" means the nine-mcmbcr 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.
"Prograre 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.
"Supervisor" means an elected County Supervisor from an RCRC member county.
2. Purpose
The purpose of the Authority 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
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in financing as authorized herein, jointly exercised in the manner set forth herein.
3. Principal Place of Business
The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
4. 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 distinct from the Members or Associate Members.
b. The Authority will cause a notice of this Agreement or any amendment hereto to
be prepared and filed with the office of the Secretary of State of California in a timely fashion in
the manner set forth in 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
and shall vote to approve or disapprove the petition. If the petition is approved by a majority of
the Board, such county shall immediately become a Member of the Authority.
d. An Associate Member may be added to the Authority upon the affirmative
approval of its respective governing board and pursuant to action by the Authority Board upon
such terms and conditions, and 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
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in 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 the terms
and conditions for prospective Associate Members to the Authority as provided by resolution of
the Board and as amended from time to time by the Board. Changes in the terms and conditions
for Associate Membership by the Board will not constitute an amendment of this Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from the date hereof until the earlier of the time
when all Bonds and any interest thereon shall have been paid in full, or provision for such
payment shall have been made, or when the 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 termination of this Agreement, except that if any 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 any other debt incurred with respect to any other financing
program established or administered by the Authority has been repaid in full and is no longer
outstanding.
6. Powers; Restriction upon Exercise
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a. To effectuate its purpose, the Authority shall have the power to exercise any and all
powers of the Members or of a joint powers authority under 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 the 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 Members 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 Che 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 under any
applicable provision of law. The Authority may issue Bonds in accordance with the 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 the Act,
and 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 authorized 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 and to accomplishing its purpose
(9) establishing and/or administering districts to Finance and refinance lie
acquisition, installation and improvement of energy efficiency, water
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conservation and renewable energy improvements to or on real property
and in buildings. The Authority may enter into one or more agreements,
including without limitation, participation agreements and implementation
agreements to implement such programs.
C. Subject to the applicable provisions of any indenture or resolution providing for the
investment of monies held thereunder, the Authority shall have the power to invest any of its funds
as the Board deems advisable, in the same manner and upon the 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 the Authority 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 the 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 on such Bonds under the terms of the resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither the Members or Associate
Members nor the Authority shall be obligated to pay the principal of or premium, if any, or
interest on the Bonds, or other costs incidental thereto, except from the revenues and funds
pledged therefor, and neither the faith and credit nor the taxing power of the 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 the Members or Associate Members of the
Authority be obligated in any 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 any
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 any personal liability or accountability by reason of
the 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 governing body or no longer a Supervisor; any vacancy shall be filled by the governing
body of the Member in the same manner provided in this paragraph b..
C. The governing body of each Member of the Board shall appoint a Supervisor as an
alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the
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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 alternate
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.
C. Each Associate Member may designate a non-voting rcpresenta6ve 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 the Board and subject to the 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 the 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 the name and on behalf of the Board or the Authority.
h. 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 officer 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 51950) of Part I of
Division 2 of Tide 5 of the Government 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 the number of current
Delegates shall constitute a quorum for transacting business at any meeting of the Board, except
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that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote.
e. 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 manner 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 until their respective successor is
elected. The chair shall conduct the 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 the event of the unavailability of the chair.
b. The Board shall contract annually with RCRC to administer the Agreement and to
provide administrative services to the Authority, and the 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 the Authority, the Executive Director is authorized to execute
contracts and other obligations of the 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 the 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 the powers, duties and responsibilities
specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the 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 officers who have charge of, handle, or have
access to all property of the Authority, and a bond for such officer in the amount of at least one
hundred thousand dollars (8100,000.00) shall be obtained at the 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 in 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 the Authority shall be conducted under the supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
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The Authority shall appoint nine (9) members of its Board to serve on an Executive
b. Powers and Limitations
The Executive Committee shall act in an 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 the 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 the 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 and 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 Conflict of Interest Code as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made to the 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, and 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 the 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
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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 annual audit of the accounts and records of the Authority. The
minimum requirements of the audit shall be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of the State of California, and shall
conform to generally accepted auditing standards. When an 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 the county in which
the Authority's office is located) within 12 months after the end of the fiscal year.
C. In any year in which the annual budget of the Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace the
annual audit with an 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 the Authority the right to enforce, by whatever
lawful means the 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 any law now or
hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair the right
of the 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 the Authority. Such indemnification may be made against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in
connection 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, in the case of a criminal
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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 functions, shall apply to them to the same degree and extent while
engaged as Delegates or otherwise as an officer, agent or other representative of the 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 the amendment by the governing
bodies of a majority of the Members. The amendment shall become effective 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 Member's 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 in 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 germinated or withdrawing Member or Associate Member from
Obligations incurred by such terminated 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 herein are for convenience only and are not to
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EXHIBIT A Page 14
be construed as modifying or governing the language in the section referred to.
C. Approvals. Wherever in this Agreement any consent or approval is required, the
same shall not be unreasonably withheld.
d. Jurisdiction; Venue. This Agreement is made in the State of California, under the
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terms shall be brought in Sacramento County, California.
C. Integration. This Agreement is the complete and exclusive statement of the
agreement among the parties hereto, and it supersedes and merges all prior proposals,
understandings, and other agreements, whether oral, written, or implied in conduct, between and
among the parties relating to the subject matter of this Agreement.
f. Successors; Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the successors of the parties hereto. Except to the extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of the Board.
g. Severability. Should any part, term or provision of this Agreement be decided by
the courts to be illegal or in conflict with any law of the State of California, or otherwise be
rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions
hereof shall not be affected thereby.
The parties hereto have caused this 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
ISIGNA7 URES ON FOLLOWING PAGESI
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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]
t 1 ► w-11A.Vamm Owl IN 1
YGRENE ENERGY FUND
ATTN: LEGAL DEPARTMENT
8155 TH STREET
SANTA ROSA CA 95404
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82671.00000\9603861.1
Resolution No. 10691 (2016 Series)
EXHIBIT A
ATTACHMENT 1
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10, 201
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
Plumas County
San Benito County
Shasta County
Sierra County
Siskiyou County
Sutter County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County
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