CC Resolution 11975RESOLUTION NO. 11975
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL 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 aproperty-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 Campbell (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 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 that the City Council of the City of Campbell
1. Finds and declares that properties in the City's incorporated area will be
benefited by the availability of the Authority PACE Program to finance the installation of the
Improvements.
2. Consents to inclusion in the Authority PACE Program of all of the properties in
the jurisdictional boundaries of the City and to the Improvements, upon the request by and
voluntary agreement of owners of such properties, in compliance with the laws, rules and
regulations applicable to such program; and to the assumption of jurisdiction thereover by
Authority for the purposes thereof.
3. 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.
4. 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.
5. City Manager is authorized and directed to coordinate with Authority staff to
facilitate operation of the Authority PACE Program within the City
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.
PASSED AND ADOPTED this 19th day of April, 2016 by the following roll call vote
AYES: Councilmembers: Kotowski, Gibbons, Baker
NOES: Councilmembers: Resnikoff, Cristina
ABSENT: Councilmembers: None
APPROVED:
J son T. Baker, Mayor
ATTEST:
Wendy ood, City Clerk
CALIFORNIA HOME FINANCE AiTI'HORTI'Y
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGRF,FMFNT
(Original date July 1, 1993 and as last anunded and restated December 10, 2014)
PHIS AMENDED AND RESTATED ,JOINT EXERCISE OF POWERS AGREEMEN"1"
("Agreement") is ciucrcd into by and among the counties listed o^ Attachmalt 1 hercol and
incorpcnated herein by rclcrcncc. All such counties arc rc(crrcd to herein as "Members" with file
respective powers, privileges and restr'icuons provided herein.
RECITALS
A. ~i'HEREAS, d~c Califonna Rural Home Mortgage N'inauce Authority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the JointExcrcisc
of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the
Government Codc of dre State of Calilonua (Ihe "Aet"). By Resolution 2003-02, adopted on
Januan~ l:i, `2003, die naune of lac audtoriq~ was changed to CRHMFA Homcbuvers Fund. The
most recent amendment to lac Joint Exercise of Powers A~~ecmcnt was on Jamtat~~ 28. 2004.
B. ~4~HERLAS, the Mcmbcrs of CRHMFA Flontcbuycrs Fund desire to update, rcaHirm,
clau~ily and revise cert<tna provisions of the joint poca~crs agreement, including the renaming of die
,loins powcra audiorih~, as set{brth herein.
C. WHLKEAS, the Members arc each empowered by law to finance the constnactiou,
acquisition, improvement amd rehabilitation of real property.
D. WHEREAS, by this Agreement; the Mcmbcrs desire to create and cstablis6 a joint powers
audrorita~ to exercise dtcir respective powers Ior the purpose of financing die consnucuon,
acquisition; improvement and rehabilitation of read propcrh within the jurisdiction oI lac Authorit_r
as audaorircd by the Act
NOW, THEREFORE, in consideration of the muhaal 'covenants contained herein, the Mcmbcrs
individually till collcctivcly agree as follows:
1. Dcflnidons
Unless die context otherwise requires, the follo~nng [cans shall for purposes oI this
Agreement laavc the meanings specilled bebw:
"Act" means' the Joint Exercise oI Por+~crs Act, commencing with Article 1 of Chapter ;i of
Division 7 of Tide 1 of the Govcrnn'acnt Codc of the State oI Califr>rnia, including die Marks-Roos
Local Bond Pooling Act of 1985, as aaacndcd.
"Agreement" means dtis Joint Exercise of Poi+~c~s Ag~rccmcnt, as the same now exiles or as ie
may from dmc to time be amended as provided lacrcin.
"Associate Member" mcams a county, cin~ or other public agcnc}~ which is not a voting
member of die 12ural Counq~ Representatives of California, a California nonprofit corporation
("RCRC"), tvid~ Icgal potecr and audtority similar to dial of the il~Icmbcrs, admitted pursuant to
paragraph 4.d. below [o associate membership horcin by vote of the Board.
"Audit Committee' means a conuniucc made up of the nino-mcmbcr 1:xccu[ivc
Conunittcc.
"AuthoriL}~' means California Homc Finance Audtoritx ("CI-IF"), lormcrl} latotw as
CRH,~4FA Homcbuycrs Fund or California Rural }-lomc ~lortgagc Finance Aud~orit`~.
"Board' means the governing bo:u d of the Autiwrin~ as described in Section 7 below.
Bonds" mcams bonds, notes, warrants, leases, certificates of participation, instalhncut
purchase agreements, loan ab~ cements and other securities or obligations issued by d~c Authorip~,
or financing agreements entered into by dte Authurit)~ pursuant to d~c Act and any other obligation
within els meaning of d~c term "Bonds" under the Ace.
"Delegate' means die Supcivisor desi;,~iated by the governing board of each Member u>
serve on die Board of d~c Audxx ins.
`Executive Committee° means dte nice-ntcmber l~xecutive Committee of the Bo.u~d
established pursuant to Section 10 hereof.
"Member" means any couuq~ which is a member of RCRC, has executed dais Agreement
and has become a member of the Auehority.
"Obliga]ions" means bonds, notes, wan~amts, leases, certificates of participation, installment
purchase agreements, loan agrccmcots and odtcr securities or obligations issued b}~ the Audun in~,
or financing agreements entered into by the Audxn~iq~ pursuant to die Act and am~ odtcr financial
or Icg-al obligation of the Aud~otin~ wldcr dtc Act.
`Progtam~ or "Project" means any work, improvement, prop am, project or sendce
undertaken by ds AuduniR~.
"Rural County Representatives of California" or "RCRC° means d~c nonprofit entin~
incorpo~atcd under drat nsm~c in die Stale of California.
aSupervisor" means an clec[cd Counn~ Supcn~isor from an RCRC member counq~.
2. Purpose
The purpose of dte Audxn'ity is to provide financing for the acquisition, axisuztctiou, ,
improvement and rehabilitation of real propern~ in accordance ttiidt applicable provisions of law
for the benefit of residents and communities. In pursuit of this purpose, this Agrcement provides
for die joint exercise of powers common to any oC its Members and Associate Members as
provided herein, or othct~~ise authorised by ehc Act and other applicable laws, indudiug assisting
in financing as autuxircd herein, jointly exercised in the manner set fi~rt~ herein.
3. Principal Place of Business
"1'he principal oflicc of the Autha'itp shall be 1215 h Su'cc[, Suite 1650, Sacramento,
Califomia 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. 'fbe Authorin~ is hcreb}~ created pursuant to the Act As provided in tic Act, tic
Authority shall be a public cntin~ scpau'atc and distinct from the Mcuilicrs or Associate Members.
b. The Authority ~+~Il cause a notice of this Agrccnicnt or anv amendment hereto to
be prepared and filed with die oft4cc of tic Sccrctarn of State of California in a timcl_v fashion in
the manner set fords iu Section 6503.3 of die Act.
c. A count}~ ttat is a member of RCRC may petitou to become a member of the
Authority by submin'ing to tie Board a resolution or evidence of other formal action rt:en by its
governing body adopting tiffs Agrocmcnt. "1'hc Board shall review tic petition for membership
and shall vote ro approve or disapprove the petition. If tic petition is approved by a majority of
the Board, such county shall immediately become a Mcmbcr of the Authorin~.
d. An Associate Mcmbcr may be added to die Authoritti~ upon the affinnativc
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 Gom time to time by tte Board. Such terms anti conditions, and rights, privileges amd
responsibilities may vary among the Associate Members. Associate Members shall be cussed to
participate in one or more progrmis of the Authority as deicrmined by die Board, but shall not be
voting members of die Board. The Executive llirector of tic Autiorin~ shall enforce [hc terms
and conditions for prospective Associate Members to tic Autuirin~ as provided by resolution of
the 13oard and as amended from time to time by tic Board. Changes in the terms and conditions
for Associate Membership by ebe Board will not constitute an amendment of tiffs Agreement.
5. Term and Termination of Powers
"Ibis Agreement shall become cffcclivc from tic date hereof until the cuiicr of the time
rvlicn all Bonds and any interest thereon shall have been paid in full, or provision for such
paynicnf shall h[wc been made, or when the Authority shall no longer own or hold anv interest in a
public capital improvement or program. '1'hc Authoriq~ shall continue to c:xcrcise the powers
herein conferred upon it until termination of cliffs Agreement, except teat if anv Bonds arc issued
and delivered, in no event shall fhc exercise of tlic poi+~crs herein granted be tcnniuatcd until all
Bonds so issued and delivered .u'ul the interest thereon shall have been paud or provision for such
payuicut shall have been made anti any other debt incun~ed with respect to an7 other financing
program established or administered by die Autiorin~ has been repaid in full and is ^o longer
outscmding.
6. Powers; Restriction upon Exercise
a. To cffcetuatc its ptu'pose. die rludun-in~ shall Gave the power to exercise any and all
powers of [he \4embers or of a joint powers authority under the Act and other applicable
provisions of lava, su{~ject, hocacver, w rte conditions and resn~ictions herein contained. L,ach
Member or Associate D4cmber may a(so scparatdy exercise any and all such poavcts. "lire powers
of dre Audiorit<~ arc limited to those of a general law counh~.
b. The Autu>rit}~ Wray adof,rt, from Cimc to time, suds resolutions, giridclines, rules and
re~,ndations for the conduct of its meetings and tic activities of the Authority as it deems uccess~v
or desirable to accomplish its purpose.
c The Authority shall have the power to finance the consu~tctiou, acquisition,
improvement and rchabilituion of real propem~, including the power to purchase, aa~th to
amounts received or to be received by it pursuant to abond purchase agreement, bonds issued be
aun~ of its il•Icmbcrs or Associate 1-Icmbcts and odder local agencies at public or negotiated sale, for
dte purpose set forth 6crcin and in accordance aait~ ttc Act. al or any part of such hoods so
purchased may be 6cld by du Audutrin~ or resold to public or private purchasers at public or
negodated Salo. The Audrori[,~ shall scr an}~ odwr corms and condidous of any purchase or sale
anucmplated herein as it deems uecessar~~ or convenicne and in furtterance of the Act. The
Aut~oric} ma}~ issue or cause to be issucd~Bonds or ot~cr indebtedness, and pledge an}~ of its
properh~ or revenues as security to the extent permitted by resolution of the Board under any
applicable provision of law. 'Phc Authority may issue Bonds in accordance tidth die Act in order
to raise funds necessary to ci7~ccttrate its purpose hereunder and may enter into agreements to
secw~c such Bonds. The Auehorin~ may issue otacr forms of indebtedness authoriral by trc Act
.cod to secure such debt, to furdrer such purpose. The Authority may wilirc other fi>nns of capital,
including, but not linutcd w, tre Auttotiq~'s internal resources, capital utarkeLs and other forms of
private capital investment autrorized by die Act..
d. The Audrorin~ is hereby autrorircd to do all acts nccessan~ for ttc cxcrcisc of its
poavcrs, including, but not limited to:
(1) ~ cxccutingcontracts,
(`?) employing agcnes, consultants and employees,
(31 acyuiring, constructing or providing for maintenance and operation of any
bttildiug~, work or improvement,
(4) acyuiring, holding or disposing of real or personal propcrtt~ avhercva~
located, including properq~ subject to mortga~c,
(~) irrcun'ing debts, liabilites or obligations,
(6) receiving gifts, convibueious and donations of properh~, foods, services and
any otter forms of assisG[nce from persons, in'ms, corpa'atons or
govcnuncntxl cndtics.
(7) suing and being sued iu its own name, and litigating or' setting any suits or
claims,
(8) doing any and all tongs necessary or convcnicnt to du cxcrcisc of its
specific powers and ro accomplishing its purpose
(9) establishing and/or adminis[cring districts w finance and refinance dtc
acquisition, installation and improvement of energy efficiency, water
conservation and renewable aiergrt~ improvements to or ou real property
and in buildings. The Authorim mere enter into one or more agTCCmcnts,
including u~thour limitation, participation agreements ~uul implcuicnr<ition
~brccmcnts to implement such pro~~auns.
c. Subject to the applicable provisions of any indenture or resolution providing for the
investment of monies held thereunder, dte Audx>rity shall have the power to invest ~mv of~its fwuls
as dte 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 floc Auehorirn shall be
o~~med b~~ rile Authority, cxccpt as may be provided othe~wisc herein or by resolution of the
Board.
g. Pursuant to the provisions of Section 6608.1 of t}~c Act, the debts, liabilities and
obligations of dtc Authority shall not be debts, liabilities and obligations of the Members or
Associate Members. Any Bonds, together with any interest and premium thereon, shall uoe
constitute debts, liabilities or obligations of any Mcmbcr. The Members or Associate Members
hereby agree that any such Bonds issued by the Aufl~orih~ shall not constitute general obligadous of
the Audiorih~ but shall be payable solely from the moneys pledged to the repayment of principal or
interest o^ such Bonds under the terms of die resolution, indenture, must, agreement or other
iustnmicnt pursuant to which such Bonds arc issued. Ncidicr the Mcmbcrs or Associate
Mcmbcrs nor the Authority shall be obligated to pay flee principal of or prcmium,.if any, or
interest on the Bonds, or ofl~cr costs incidental d~creto, cxccpt from die revenues and fiords
pledged fl~crefor, and ncifl~cr the faith and credit nor flee taxing power of die Mcmbcrs or
Associate Members or die Authoring shall be pledged to the payment of d~c principal of or
l,xemium, if any, or interest on the Bonds, nor shsdl Che Mcmbcrs or Associate Mcmbcrs of the
Authority be obligated in any manner Lo make any appropriation for such payment. No covenant
or agreement contained i^ any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of the Aufl~oriq~ in an individual capacih~, and neither
dte Board nor any o$icer dtereof executing ds Bonds or any document related thereto shall be
liable persaially on any Bond or be subject tp .mp personal liability or accountability by reason of
the issuance of amp Bonds.
7. Governing Board
a. The Board shall consist of the number of Delegates equal to one representative
from each Mcmbcr.
b. The governing body of each Mcmbcr shall appoint one of its Supervisors to serve
as a Dclcgatc on the Board. A Member's appontnnent of its Dclcgatc shall be delivered in sno~iting
(which may be by electronic mail) to tLc 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 Phc govcruing
body of dre Member in the same manner provided in this paragraph h..
c. The govcruing body of each Mcmbcr of the Board shall appoint a Supervisor as an
~ilternatc to serve on the Board in the absence of tkic Dclcgatc; die alternate may exercise all the
rights and l,nivilcgcs of dte Delegate, inchiding the sight to be counted in constimtiug a quorum, to
participa~c in dte proceedings of the Board, and to vote upon any .md alI matlcrs. No ahernatc
may have more thaw one vote at an}~ mccung of dtc Board, and an}~ Member's designation of ~m
alternate shall be delivered in writing (which map be by clechanic maul) to the Audun~it,~ and shall
be efi~cctive until such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless othcttivise specifcd in such appoinunent. Any vacant}~ shall be tilled by the
governing body of dtc l~4cmber in the same manucr.provided in dais paragraph c.
d. Any person who is not a member of dtc governing body of a ~4cmber and ratio
attends a meeting on behalf of such il4ember may not vote or be counted toward a quorum but
may, at the discrcuon of dtc Chair, participate in ol,ten meetings he or she attends.
c. Each Associate Alembcr may dcsig~tate a non-voting rcl,tresentatiye wthe Board
who mac not be counted toward a quonun but who ma}° attend open meetings, Propose agenda
items and othcrn~se participate in Board D9cctings.
C Delegates shall not receive compensation fur saving as Delegates, but may claim
and receive reimbursement Cor expenses actually iru:urrcd in anmecuon with such sen~icc
pursuant to rules approved by the Board autd suhjax u~ the availability of funds.
g. "11tc Board shall have the Power, by resolution, to the extent pcnnincd by the Act
or any other applicable tart°, to exercise any powers of the Authoriq and to delegate any of its
functions to d~c Lsecuuve Committee or one a' more Dcleo tees, officers or agents of the
Authorit~~, and ro cause aurv audtorired Delegate, officer or agent to take amp actions and execute
any documents for and in the name and on behalf of dte Board or dte Audtorip~.
b. Tbc Board may establish such committees as it deems necessan~ for any latt~l~ul
purpose; such committees arc adyison~ only and may not act qr purpor[ to act on behalf of the
Board or the Authoring.
i. The Board shall develop, or cause to be developed, and revicty, nuxlil}~ as
ncccssar}~, and adopt cacti Program.
8. Meetings of the Board
~~. The Boaud shall meet at Ieast once annually, but may meet more frcyucntly upon
call of anp officer or as provided by resolution of the Board.
b. Mccungs of the Board shall be called, noticed, held and conducted pursu:mt to the
provisions of the Ralph A1. Brown Act Chapter' 9 (conuncucing ttddt Section :14950) of Part I of
Division 2 of "fide 5 of dtc Government Codc of dte State of California.
c. "1'hc Secretary of dte Audtorih~ shall cause tninu[es of all meetings of the Boau'd to
be taken and disu~ibuted [o each Member as soon as possible after each meeting.
d. 1'he lesser of nvclvc (12) Delegates or a majorin~ of etc number of current
llelegatcs shall consduttc a quorum Cor tt'ansacting business at any meeting of the Board. except
shat Icss than a quorum ntav act to adjourn a mcetiug. Lich Delegate shall have one vote.
c. Meetings may be hdd at .um location designated in notice properh~ given for a
meeting and map be conduce d by tckphouic or similar means in any manner othc»adsc allo~ecd
b~ lacy.
9. Officers; Duties; Official Bonds
a. "hltc Board shall elect a chair and vice chair ilom among du Delegates at dtc
Board's annual meeting who shall serve a term of one (() year or until their respective successor is
elected. The chair shall condor[ die meetings of dtc Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such dories in the absence or
i^ die event of the unavailability of dtc chair.
b. The Board shall contract umualh~ ~ddt RCRC to administer the Agreement anti to
provide administrative services to the Audtority, anti the President and Chief Executive Officer of
RCRC shalt scn~c ec olticio as Executive Director, Sccrctat7~, Trcasurcr, zuid Auditor of the
Audhority. As chief executive of the Authoriq-, dte Executive Director is authorised to execute
contracts and other obligations of du Audiorin-, unless prior Board approval is required by a third
parn, by law or b}~ Board specification, and to per(brm other duties specified by the Board. "1'Itc
Executive Director map appoint such other o$iccrs as may be required for die orderly conduct of
the Authorit}'s business and affairs who shall serve at dte pleasure of the Executive Director.
Subject m [he applicable provisions of any indenmrc or resolution providing for a trustee or odtcr
fiscal agent, the Executive Director, as Trcasurcr, is dcsidmxted as the custodian of dte Authority's
funds, from whatever source, and, as such, shall have dte powers, duties and responsibilities
spccificd in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the powers,
duties anti responsibilities spccificd in Section 6505.5 of the Act.
c The Legdslauve Advocate for dte Auttority shall be the Rued County
Rcprescntativcs of California.
d. The Trcasurcr and Auditor arc public ofhcers who have charge of, handle, or have
access to all property of the Authorit}~, and a bond (in~ such officer in the atnount of at Icast one
hundred thousand dollars 0;100,000.00) shall be ohr<tinal at dtc expense of die Authority and
filed wilt die Executive Director. Such bond may secure dte faithful petfonnauce of such
officer's duties with respect to another public ofTce if such bond in at Icast die same amount
specifically mentions dtc o(Tice of die Authorit}° as required herein. The Trcasurcr and Auditor
shall cause pcriodia iudepcudcul audits [o he made of the Authority's books by a cenificd public
accounuuu, or public accountant, in compliance wilt Section (i.50~ of is Act.
c. 11tc business ofdic Authority shall be conducted under the supetl~ision oC the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Connxtsition
The Audiorirt- shall appoint nine (9) mcmbc~s of its Board to serve ou am Executive
Committee.
b. Powers and Liruiruions
The Esecuuve Committee shall act i^ au advisory caq,~acity and make
recomnuudations to ate Authoriq- Board. llutics ud1l include, but not be limited to, rcvicty of d~c
quarterly and annual budges, service as the Audit Committee fir the Aulha~iq~, periodically
review this Agreement; and complete any Dater risks as may be assihmed by the Board. 1'bc
Executive Convnittcc shall be suhjcct to all limitations imposed by this Agrccntcnt, other
applicable law, and resoluricais of the &tard.
c. uonun
A majoring of ate Executive Committcc shall constitute a quorum for transacting
business of ate Exccudvc Committcc.
11. Disposition of Assets
Upon tcnnination of dtis Agreement, all remaining assets aria liabilities of t6c Authority
shall be distributed to dtc respective Members in such manner as shall be detcnniucd b_v the
Board and in accordance with dtc law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agrcentent shall not be exclusive, and each D4cmbcr cxpressl}~ rescn~cs its rights to
carne our other public capital improvements and programs as provided li>r by law ;md to issue
ocher obli;ations for those purposes. "this Agreement shall not be deemed to amend or alter the
terms of oltcr ~rcemcnts among die Mcmbcrs or Associate Mcmbcrs.
13. Conflict of Interest Code
"l'Le Audtoriq~ shall by resolution adopt a Conflict of Interest Code as required by lau
14. Contributions and Advances
Contributions or advamccs of public funds and of personnel, cyuipmcnt or properg may
be made to he Authorin~ by any Alember, Associate t\lember or any other public agency to
further die purpose of this Agrecntent. Payment of public funds Wray be made to dcfrty d~c cost oC
xuy convibution. Airy advauue may be made subject to repayment, and in that case shall be repaid
in the manner agreed upon by the advancing Mcmbcr, Associate Mcmbcr 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 Audxnih~ shall be the period from January 1 of each year to
and including dtc following December 31, except for any partial fiscal year resulting from a change
in accounting based on a dificrent fiscal year previoush~.
b. Prior to ttc beginning of each fiscal year, ttc Board shall adopt a budget for dtc
succeeding fiscal year.
c. The Authority shall establish and maintain such fiords amd accounts as may be
rcyuira3 by generally accepted accounting principles. "hhe books and records of the Audun ins arc
public records and shall be open to inspection at all reasonable times b_v each Member and its
rcprescntatvcs.
d. The Auditor shall either make, or coutrac[ ~t~th a certified public accounuuu or
public account.mt to make, an annual audit of the accounts and records of the Authority. "1'hc
minimum requirements of the audit shall be those prescribed by dtc State Controller fin' special
disn~icts under Section `16909 of dtc Government Code of nc~ Sratc of California, and shall
conform to generally accepted auditing sruxlards. A~Vhen an audit of accounts and records is made
by a certGed public accounGtnt or public account.u'u, a report ttercof shall be tiled as a public
record Witt each Mcmbcr (eu~d also with the auditor of Sacramento Counb~ as the county in which
the Audtority's office is located) within 12 mouths af~cr dtc end of the fiscal Bear.
c. Lt any year in which is annual badger of the Auttoriq~ does not exceed five
thousand dollars (ti5,000.00), the Board may, upon unanimous approval of the Board, replace dtc
annual audit ~c~dt an ensuing one-year period, but in no event for a period longer than nvo kcal
years.
16. Duties of Members or Assocdate Member; Breach
If any Mcmbcr or Associate Mcmbcr shall default in petlonning any covenant contained
herein, such default shall not excuse that Mcmbcr or Associate Member from fulfilling its other
obligations hereunder, and such defaulting Mcmbcr or Associate Mcmbcr shall remain liable for
tic pcti~ormance of all covenants hereof. Ladt Mcmbcr or Associate Mcmbcr hereby declares
fiat ttis Agrecntent is entered into for the benefit of rte Authorih~ created hcreb_v, and each
.Mcmbcr or Associate Mcmbcr hereby grants to the Authority- the right to enforce, by whatever
la~~~ful means the Authority deems appropriate, all of the obligations of each of the parties
hcrewulcr. Lach and all of die rcmcdics given to the Auttotin~ hereunder or by auv lacy Wort or
hcrcaf[a~ enacted au'c cumuladvc, quid du exercise of one right or remedy shall not impair ttc right
of the Authority w any or all other rcmcdics.
17. Indemnificarion
"ho the full extent permitted by lacy, the Board may aud~oriu indemnification by the
Auttorin~ of any person who is or was a Board Delegate, alternate, officer, consultant, employee or
odtcr agent of dtc Authoriq~, aid who was or is a parq~ or is tircatcncd to be made a f,ru'q~ to a
proceeding by reason of the fact ttat such person is or was such a Delegate, alternate, officer,
consultant, employee or other agent of the Authorit}~. Such indemmificaton Wray be made against
expenses, Judgments, fines, settlements and other amounts actually and rcasonabh~ incurred in
connection ~+dtt such proceeding, if such person acted in good faid~ and in a Wanner such person
reasonably believed to be in tic best interests of the Authority and, in tic case oC a criminal
proceeding, had no reasonable cause to believe his or tier anxluc[ hyas unlahh~ful and, iu the case of
an action by or in the right of du Authority, acted widh such care, including reasonable inqui~~~, as
an ordinarily prudent. person in a like pusition would use under similar circunurmces.
18. Immunities
All of the privileges and inununites from liabilities, exemptions from law, ordin~u~ces and
Hiles, all pension, relief, disabilin~, hcorkers' conhpensado^ ahhd other benefits which apply to the
acdvit}~ of officers, agents or employees of an~~ of the Members or Associate Members when
petiin~~ning dhcir respective functions, shall apply to them to ehe same degree and extent hyhilc
engaged as Delegates or odhenvise as an officer, agent or other represen~ative of the Audhoria- or
while engaged in the performance of any of their fiuxtions or duties under tl~c provisions of dhis
Agreement.
19. Amendment
"this A~~ccmcnt may be amended by the adoption of dhc amendment b} the governing
bodies of a majoring of die A-Icmbcrs. The amendment shall become effective on the first day of
the month follouvhg the last required member agency approval. An amendment may be initiated
by the Board, upon approyat by a nhajorig~ of dhc Board. Any proposed amendment, including ~6c
text of iLc proposed cLahhgc, shall be given by die Board to cacti n4cnhhcr's llclcga~c for
presentsition ~md action by each n~Iember's bo.u'd hc~thin 60 days, which tme may be extended by
tlhc Board.
The list of Members, Attachmene 1, ma}~ be updated to reflect new and/or ~idhdrah+ai
Members ha7dhout requiring formal amendment of the Agreement by dhe Auduhrin~ Board of
Directors.
20. Withdrawal of Member or Associate Member
If a \lcmber withdraws as member of RCRC, its membership in die Autxhriro shall
auu>madcally terminate. A \4mber or Associate Member may hhithch'atc from this Agn~ccment
upon h~riucn notice to tic Board; proh~dcd 6ohvcvcr, that no such h+iehcL'awal shall result in die
dissolution of d~c Audhorin~ as long as any Bonds or other obligations of the Audu>rin~ remain
oursuuuling. An}~ such wit~drawal shall become effective dhim~ (30) daps after a resolution adopted
by the n4cmbcr's governing body which authorises withdrawal is received by die Authority.
Nom~idhstanding dhc foregoing, any termination of membership or wituL.nval from the Audunin~
shall not operate to relieve any terminated or N~thdrawing Member or Associate Member from
Obligations incurred b}~ such termiuafal or N~idtdrawing Member or Associate Member prior to
the time oC its termination or withdrawal.
21. Miscellaneous
a. Counterparts. 1"his A;,n~ecment may be execu[ed in several counterparts; each of
which shall be .m oria Hal vxl all of which shall constmtc but one and the same insu'umcnt.
b• Conshvetion. The section headings herein arc for convenience only quid arc not to
be constnued au modifi~ing or governing dre language in dre section referred to.
c. Approvals. Wherever in this Agreement any consent or approval is required, the
same shall not be unreasonably tviehhcld.
d. Jurisdiction; Venue. `I'bis Agreement is made in the State of California, under dtc
Constitution and laws of such State and is to be so construed; an}° action to enforce or intcraxct its
terms shall be brought in Sacramento County, California.
c. Integration. "Ibis Agreement is 17re complete and exclusive s[atement of dre
agreement among dte parties hereto, and it supersedes and merges all prior proposals,
understandings, and other agreements, whether oral, written, or implied in conduct, bcavicen and
among tlrc parties relating to the subject rnattcr of this Agmccmcnt.
£ Successors; Assignment ~hhis Agreement shall be binding upon and shall inure to
the benefit of dre successors of the parties hereto. lixccpt to dte extent expressly provided 6ercin,
no Member rrtay assi~i auy 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 tt~dt amp law of the State of California, or otherlvisc be
rendered unenforceable or inclTecmal, .the validin~ of the remaining parts, terms or provisions
hereof shall not be affected thereby.
"11re paves hereto have caused this A, ~eemcn[ eo be executed and attested by dreir properh~
audun'ircd officers.
AS AllOPTLll BY TI-I1' MLMI3LRS~
Orignnally datcd,luh~ 1, 1993
Amended and resutcd llcccmbcr 10, 1998
Amended and restated February 18, 1999
Amcndcd and restated September 18, 2002
Amcndcd and restated January 28, 2004
Amcndcd and resutcd llcccmbcr 10, 2014
~SIGf\'.~17 URES OA'FOLLOid~ING PAGES]
SIGNATURE PAGE FOR NER' ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
~~ ~l
1
B ~~~
Name: ~~~`~
Title:
Attest:
By
[Clerk of the and Supervisors or City Clerk]
AFTER EXECiiTION PLFACF END Tn:
YGRENE ENERGY FUND
ATTN: LEGAL DEPARTMENT
815 5TH STREET
SANTA ROSA CA 95404
Dated:
8?671.00000\9603861.1
ATTACHMENT 1
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10.2014
Alpine Counn~
Amador Counn_'
13uuc Counn~
Calavcras County
Colusa Counn~
Dcl Norte Counn~
lil Dorado Counn~
Glcun County-
Humboldt Counn~
Imperial Counn~
Invo Counev
Lake Counn~
Lassen County-
\ladcra County
~9~uiposa Counn~
~9cndocino County
i\9crcccl Counm
Modoc Counn~
A~Iono County:
Napa County
Nevada Counn~
Ylaccr County
Plmnas Counn~
San Benito Counn~
Sh~~sta Coming
Sierra Counn~
Siskivou Counn~
Sutter County
"l~chama Counn~
Trinity County
Tuolumne County-
1'0lo Counn~
Yuba County