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HomeMy WebLinkAboutResolution No. UB-07-2016RESOLUTION NO. UB -07-2016 A RESOLUTION OF THE UTILITY BOARD/CITY COUNCIL OF THE CITY OF AZUSA CALIFORNIA, CONSENTING TO THE 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 Azusa 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 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 that the Utility Board/City Council of the City of Azusa does hereby finds, determines and declares as follows: SECTION 1. The City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority CFD No. 2014-1 (Clean Energy) to finance the installation of the Authorized Improvements. SECTION 2. The City Council consents to inclusion in the Authority CFD No. 2014- 1 (Clean Energy) of all of the properties in the incorporated area within the City and to the Authorized Improvements, upon the request of and execution of the Unanimous Approval Agreement by the owners of such properties when such properties are annexed, in compliance with the laws, rules and regulations applicable to such program; and to the assumption of jurisdiction there over by Authority for the purposes thereof. SECTION 3. The consent of the 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. The 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 the City Council on the success of such program. SECTION 6. The 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. SECTION 7. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption thereof. PASSED, APPROVED and ADOPTED this 26`h day of September, 2016. J seph Romero Rocha Board Member/Mayor ATTEST: gfOLVncemCoornejo,� Secretary/City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No.UB-07-2016 was duly adopted by the Utility Board/City Council of the City of Azusa at a regular meeting thereof held on the 26`h day of September, 2016 by the following vote of Council: AYES: BOARD/COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: BOARD/COUNCILMEMBERS: NONE ABSENT: BOARD/COUNCILMEMBERS: NONE WINVIRIORAIAN APPROVED AS TO FORM: Best B st & Krieger, LP City Attorney Exhibit A JPA Agreement CALIFORNIA HOME FINANtCE AUTHORITY AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (Original (late 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 atnong die counties listed on Attachment 1 hereof and incogrorated herein by reference. All such counties are referred to herein as "Members" with the respective powers, privileges and restrictions provided herein. "t X*1911161 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 ol' Chapter 5 of Division 7 of Title 1 of the Government Code of the State of Califonaia (the "Act"). By Resolution 2003-02, adopted on January 15, 2003, the came of the authority was changed to CRHMFA Homebuyers Fund. The most recent. uncndmcnt to the Joint. Exercise of Powers Agreement was on J:uuary 28, 2004. B. WHEREAS, tic Members of CRHMFA Homebuyers Fund desire to update, reallum, clarify and revise certain provisions of dre,joirnt powers agreement, including the renaming of tlre.joinl. powers authority, as set forth bereiu. C. WHEREAS, the Members are each empowered by law to finance die construction, acquisition, improvement and rehabilitation of real property. D. WHEREAS, by this Agreement, the Membcrs desire to create surd establish a joint powers authority to exercise their respective powers for the purpose of fhramcing the construction, acquisition, improvement and rehabilitation ofreal property within the jurisdiction of die Authority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individuallymid collectively agree as follows: Defmitions Unless the context otherwise requires, die following terms shall for purposes of this Agreement. have die meanings specified below: "Act" means the JoinL Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Titic 1 of the Government Code of the State ofCalifornia, including the Marks-Iloos 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 lime to time be amended as provided herein. "Associate Member" mems 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 vole of the Board. "Audit. Committee" means a committee made up of tic nice -member Executive Committee. "Authority" mcans California Home Finmice Authority ("CHF"), formerly known as CRI-IMFA Homebuyers Fund or California Rural Home Mortgage Finmicc Authority. "Board" means the governing board of Clic 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 die Authority, or financing agreements entered into by die Authority pursuant to die Act mid any other obligation within die meaning of the term 'Bonds" under die Act "Delegate" means die Supervisor designated by die governing board of each Member to serve on die Board of the Authority. "Executive Committee" means die lime-nhennber Executive Committee of die Board established pursumit to Section 10 hereol'. "Member"mcans any county which is it member of RCRC, has executed this Agn-eemc it and has become a member of tie Authority. "Obligations" means bonds, notes, warrants, leases, certificates of paticipatiou, installment. purchase agreements, loan agreements and other securities or obligations issue(] by.dhe AudnoriLy, or fimmicing agreements entered into by die Authority pursuant to die Act and any other financial or legal obligation of the Authority nuclei- the Act. "Program" or "Project" means any work, improvement, prognmhn, project or service under -taken by the Audhority. "Rural County Representatives of California" or "RCRC" inewis dic nonprofit entity incorporated under that nahne in the State of California. "Supervisor" means an elected County Supervisor from am RCRC member county. 2. Purpose The purpose of die Authority is to provide flhmhcing for die 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 mid Associate Members as provided herein, or otherwise authorized by (clic Act. mil other applicable laws, including assisting in Fiumncing as authorized herein, jointly exercised in die manner set forth herein. 3. Principal Place of Business The principal ollice of Clic Authority shall be 1215 K Street, Suite 1650, Sacramento, California 95814. 4. Creation of Authority; Addition of Members or Associate Members it. The Authority is hereby created pursuant to die Act As provided iu the Act, the Authority shall be a public entity separate and distiuct from die Members or Associate Members. b. The Authority will cause a uotice of this Agreement or any amendment hereto to be prepared and filed with die office of dhc Secretary of State of California in a finely fashion in the manner set forth in Section 6503.3 ofthe Act. C. A county that is a member of RCRC may petition to become a member of tiro 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 die petition for nnemberslhilh air(] shall vote to approve or disapprove die petition. If dre petition is approved by a majority of the Board, such county shall immediately become a Member of the Authority. d. Au Associate Member may be added to die Authority upon die affirmative approval of its respective governing board and pursuant to action by die Authority Board upon such terms and conditions, and with such rights, privileges and responsibilities, as may he established from time to time by die Board. Such terns and conditions, and rights, privileges and responsibilities may vauy annong the Associate Members. Associate Members shall be entitled to participate in one or more progrmis of dhc Authority as determined by die Board, but shall not. be voting members of die Board. The Executive Director of the Authority shall enforce die terms and conditions for prospective Associate Members to the Authority as provided by resolution of die Board and as amended from timc to time by die Board. Changes in die 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 die (late hereof until the earlier of the timc when all Bonds and any interest thereon shall have been paid in full, or provision for such payment shall have been made, or when die 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 (ordered upon it until tcnnination of this Agreement, except that if any Bonds are issued and delivered, in no event shall die exercise of the powers herein grunted 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 tine Authority has been repaid in fill and is no longer outstanding. 6. Powers; Restriction upon Exercise a. To effectuate its purpose, die Authority shall have the power to exercise any and all powers ofthe Members or of a joint powers authority under die Act and other applicable provisions of law, subject, however, to die conditions and restrictions herein con(ained. Each Member or Associate Member may also separately exercise anyand all such powers. The powers of die Authority are limited to those of a gencrd 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 Auhonty 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 uul other local agencies at public or negotiated sale, for die purpose set forth herein and ill accordance with the Act All or any part of such bonds so purchased may be held by the Authority or resold to public or private purchasers at public or negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of die Act. The Authority may issue or cause to be issued Bonds or other indebtedness, mud 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 ill order to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue oUrcr forms of indebtedness authorized by die Act, and to secure such debt, to furdier such purpose. The Audrorky may utilize other forms of capital, including, but not hmitcd to, Qre Authority's internal resources-, capital markets mud other forms o'f private capital iuvcstneuL authorized by the Act. d. The Authority is liereby authorized to do all acts necessary for die exercise of its powers, including, but not limited to: 1) executingcontracls, 2) employing agents, eonsulturts and employees, 3) acquiring, constructing or providing for mainteuancc and operation of arty 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 acrd donations of properly, funds, services and any other forms of assisturce from persons, funis, corporalious or govcmmental entities, 7) suing and being sued in its own name, and litigating or settling any suits or chums, 8) doing any and all things necessary or convenient to the exercise of its specific powers ane] to accomplishing its purpose 9) establishing and/or administering districts to Finaurce and rclinaurcc the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvemcuts to or on real property and ur buildings. The Auhority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such progi uns. C. Subject to the applicable provisions of try indenture or resolution providing for the investment of monies held thereunder, the Authority shall have the power to invest any of its Finds as die Board deems advisable, in die same mmncr and upon the sone conditions as local agencies pursuant to Section 53601 of Che Government Code of the State of California. 1. All property, equipment, supplies, funds aitd records of the Authority shall be owned by the Authority, except as may be provided otherwise herein or by resolution of die Board. g. Pursuant to the provisions of Section 6508.1 of the Act, die 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 die Authority slhall not constitute general obligations of the Authority but shall be payable solely from die moneys pledged to die repayment of principal or interest on such Bonds under the terms of die resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds arc issued. Neither die Members or Associate Members nor die Audhority shall be obligated to pay die principal of or premium, if ashy, or interest on die Bonds, or other costs incidental thereto, except. from die revenues and funds pledged therefor, and neither die faidh and credit nor die taxing power of tic Members or Associate Members or die Authority shall be pledged to the payment of the principal of or premium, if any, or interest on the Bonds, nor shall die Members or Associate Members of the Authority be obligated iu any manner to make any appropriation for such payment. No covenant or agreement contained in auhy Bond shall be deemed to be a covenant or agreement of auly DCICgate, or any officer, agent or employee of the Authority in an individual capacity, and neither the Board nor any ollicer thereof executing die 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. Governing Board a. The Board shall consist of the number of Dcicghtes 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 die Board. A Member's appointment of its Delegate shall be delivered in writing (which may be by electronic mail) to die Authority and shall be elfective until he or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by die governing body of the Member in die same miner provided in this paragraph b.. C. The governing body of each Member of the Board shall appoint a Supervisor as all alternate to serve on the Board in die absence of tlnc Delegate; die alternate may exercise all the rights and privileges of the Delegate, including die 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 ant alterhatc shall be delivered in writing (which may be by electronic mail) to die Authority auhd shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, wiless odhenwise specified in such appointmmhL Any vacancy shall be filled by die governing body of the Member in the same manner provided in this paragraph a. d. Any person who is not a member of the governing body of a Member and who attends a meeting on bclhalf of such Member may not vote or be counted toward a quo-unh 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 representative to die Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items and odicnvise 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 wide such service pursuant to rules approved by the Board and subject to die availability of funds. g. The Board shall have die power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise any powers of die Authority and to delegate any of its functions to the Executive Committee or one or more Delegates, officers or agents of tie Audiorky, and to cause any autrorir_cd Delegate, officer or agent to take any actions and execute any documents for and in die narne and on behalf of the Board or die 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 dic Board or the Audiority. i. The Board sliall develop, or cause to be developed, and review, modify as necessary, aril adopt each Program. 8. Meetings of the Board a. The Bond shall meet at least once annually, but may meet more frequently upon call of any officer or as provided by resolution of tie Board. b. Meetings of tic Board sliall be called, noticed, held and conducted pursuant to die provisions of die Ralph M. Brown Act, Chapter 9 (commencing widh Section 54950) of Part I of Division 2 of Tide 5 of the Government Code of the State of California. C. The Secretary of die Audhority shall cause minutes of all mcctngs of Clic Board to be taken and distributed to tach Member as soon as possible alter each meeting. d. The lesser of twelve (12) Delegates or a majority of die number of current Delegates shall constitute a quorum for transacting business at any meeting of tie Board, except drat less dun a quorum may act to adjourn a meeting. Each Delegate shall have one vote. C. Meetings may be held at any location designated in notice properly given for a meeting and may be conducted by telephonic or similar mcauns in any mariner otherwise allowed by law. 9. Officers; Duties; Official Bonds it. The Board shall elect a chair and vice chair front among die 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 Bound and perform such other eludes as may be specified by resolution of the Board. The vice chair shall perform such duties in the abscuce or in die event of the unavailability of the chair. b. The Board shall contract annually wide RCRC to administer the Agreement and to provide administrative services to die Authority, acid die President and Chief Executive 011iccr of RCRC shall serve ex ollicio as Executive Director, Secretary, Treasurer, and Auditor ofthe Authority. As chief executive of the Authority, die Executive Director is authorized to execute contracts and other obligations of die Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perforin other duties specified by the Board. The Executive Director may appoint such other officers as may be required for die orderly conduct of die Authority's business and allairs who shhall serve at die pleasure of the Executive Director. Subject to die applicable provisions of any indenture or resolution providing fora trustee or other fiscal agent, the Executive Director, as Treasurer, is designated as die custodian of dre Authority's funds, from whatever source, and, as such, shall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. c. The Legislative Advocate for die Authority slhall be the Rural County Representatives of" Calilorhhia. 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 ollicer in die ahnount of at least one hundred thousand dollars ($100,000.00) shall be obtained at die expense of the Authority and filed with die Executive Director. Such bond may secure die faidhful performance of such officer's duties with respect to another public oil -ice if such bond in at least die same ahnount specifically mentons the office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of dhc Authority's books by a certified public accountant, or public: accountant, in compliance with Section 650.5 of the Act. C. The business of the Authority shall be conducted under die supervision of die Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Comuosition The Authority shall appoint nine (9) members of its Board to serve on an Executive Committee. b. Powers and Limitations The Executive Committee shall act in au advisory capacity and make recommendations to die Authority Board. Duties will include, but not be limited to, review of the quarterly and annual budgets, service as die Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by die Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of die Board. C. Quorutn A majority of die Executive Committee shall constitute a quorum for transacting business of dhc Executive Committee. 11. Disposition of Assets Upon termination of dais Agreement, all remaining assets mid liabilities of dre Authority shall be distributed to the respective Members in such manner as shall be determined by the Board and in accordance with die law. 12. Agreement Not Exclusive; Operation i n Jurisdiction of Member This Agreement shall not be exclusive, arrd each Member expressly reserves its rights to carry out. odrer public capital improvements and progruns as provided for by law mil to issue odicr obligations for those purposes. This Agreement shall not be dcenrecd to amend or alter die terms of' odrer agreements among die Mcmbcrs or Associate Members. 13. Conflict of Interest Code The Audiority sliall 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 die Authority by any Member, Associate Member or any odrer public agency to furdncr the purpose of dris 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 drat. case shall be repaid in the manner agreed upon by die advancing Member, Associate Member or odrer public agency and die Authority at die time of making die advance. 15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses a. The fiscal year of dre Audrority shall be die period from January I of each year to and including tic following December 31, except for any partial fiscal year resulting from a change in accounting based on a cdi[Icrent fiscal year previously. b. Prior to die beginning of each fiscal year, the Board shall adopt a budget for the succeeding fiscal year. C. The Audrority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles. The books and records of dre Audrority are public records and shall be open to inspection at all reasonable times by each Member acrd its representatives. d. The Auditor shall eidrer nndce, or contract widr a ccrtilied public accountant or public: accountant to make, all annual audit of dre accounts and records of tlne Authority. The minimum requirements of dre audit shall be those prescribed by dre State Controller for special districts under Section 26909 of die Government Code ofthe State of California, and sliall conform to generally accepted auditing standards. When all audit of accounts and records is made by a certified public accountant or public accountant, a report dnereof shall be filed as a public record wide each Membcr (and also with die auditor of Sacramento County as the county in which die Authority's office is located) widrin 12 mondrs after die end of die fiscal year. C. In iuhy year in which (lie annual budget of die Authority docs not exceed five thousand dollars ($.5,000.00), die Board may, upon unanimous approval of the Board, replace the annual audit with im ensuing one-year period, but in no event for a period longer dime two fiscal years. 16. Duties of Members or Associate Members; Breach Il' any Member or Associate Member shall default in performing any covenant contained herein, such default sliall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, arid such defaulting Member or Associate Member shall remain liable for tie performancce of all covenants hereof. Each Member or Associate Member hereby declares that this Agreement is entered into for the benelit 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 die 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 arc cumulative, and die exercise of one tight or remedy sliall not impar the right of the Authority to any or all other remedies. 17. Indemnification To die lull extent permitted by law, die Board may authorize indemnification by the Authority of any person who is or was a Board Delegate, alternate, ollicer, consultutt, cmployee 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 tlic 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, lines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, il' such person acted ht good faith acrd in a manner such person reasonably believed to be in die best interests of the Authority uhd, in die case of a criminal proceeding, had no reasonable cause to believe his or her conduct tans unlawful arid, in die case of ant action by or in tie right of die Authority, acted with such care, including reasonable inquiry, as all ordinarily prudent person in a like position would use under similar circumslannces. 18. Immunities All of the privileges and immunities from liabilities, exemptions from law, ordinances aril rules, all pension, relief, disability, workers' compensation and otter benefits which apply to the activity of olficers, agents or employees of any of the Members or Associate Members when performing their respective functions, sliall apply to diem to the same degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of the Authority or while cugaged in the performance of any of their functions or duties under the provisions of this Agreement. 19. Amendment This Agreement may be aunended by the adoption of die amendment. by the governing bodies of a majority of the Members. The amendment shall become eIlcctive on tine first clay of the month following the last required member agency approval. Ani arnendment may be initiated by the Board, upon approval by a majority of the Board. Arty proposed a it endmcnt, including die text of tlrc proposed change, shall be given by the Board to each Member's Delegate for presentation amd action by each Members board within 60 days, which time may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new and/or wididrawn Members without requiring formal amendment of die Agreement by die Authority Board of Directors. 20. Withdrawal of Member or Associate Member 11'a Member withdraws as member of RCRC, its membership in die 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 w thdrawal shall result in die dissolution of the Authority as long as any Bonds or other obligations of die Authority remain outstanding. Any such withdrawal shall become effective thirty (30) clays after it resolution adopted by the Member's governing body which authorizes wifhdnwal is received by die Authority. Notwithstanding the foregoing, any termination of membership or withdrawal from die Authority slhall not operate to relieve arty tcrnhinatcd or withdrawing Member or Associate Member from Obligations incurred by such terminated or widhdrhwiug Member or Associate Member prior to the ohne of its termination or widhdrhwal. 21. Miscellaneous a. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original uhf all of which shhall constitute but one and die same instrument. b. Construction. The section headings herein are for convenience only and are not. to be construed as modifying or governing die larnguage in die section referred to. C. Approvals. Wherever in this Agrcemcnt any consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is made in die Statc of California, under die Constitution and laws of such State and is to be so construed; any action to enforce or interpret its terms shall be brought in Sacramento County, California. C. Integration. This Agreement is die complete and exclusive statement of the agccment. annong die parties hereto, aril it supersedes and merges all prior proposals, understandings, auhd other agreements, whether oral, written, or implied in conduct, between will among die parties relating to the subject matter of this Agreement. I: Successors; Assignment. This Agrcemcnt sball be binding upon aril shall inure to die benefit of dhc successors of die parties Iheret.o. Except to die extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of die Board. g. Severability. Should any part, tern or provision of this Agreement be decided by die courts to be illegal or in conflict with any law of die State of California, or otherwise be rendered unenforceable or ineflecutal, die validity of dhc remaining parts, terns or provisions hereof shall not be affected thereby. The parties hereto have caused this Agreement to be executed and attested by (heir properly authorized o[licers. AS ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amended mut restated December 10, 1998 Amended and restated February 18, 1999 Amended mud restated September 18, 2002 Amended mud restated Jaimmry 28, 2004 Amended mid restated December 10, 2014 /SIGNATURES ON FOLLOWING PAGES% ATTACHMENT 1 CALIFORNIA HOME FINANCE AUTHORITY MEMBERS As of December 10, 2014 Alpine County Amador County Butte County Calaveras County COIusa County Del Norte County EI Dorado County Glenn County Humboldt County Imperiad County lnyo County Lake Comity Lassen County Madera County Mariposa County Mendocino County Merced County Modoc County Mono County Napa County Nevada County Placer County Plumas County S:ui Benito County Shasta County Sierna Comity Siskiyou County Sutler Comity Tchama Comity Trinity County Tuolumne County Yolo County Yuba County 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]