HomeMy WebLinkAboutConsenting to Inlusion of Properties Within the City's Jurisdiction in the California Home Finance Authority ProgramRESOLUTION NO. 2015 -045
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA CONSENTING TO INCLUSION OF
PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE
CALIFORNIA HOME FINANCE AUTHORITY PROGRAM
TO FINANCE RENEWABLE ENERGY GENERATION,
ENERGY AND WATER EFFICIENCY IMPROVEMENTS
AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE
MEMBERSHIP IN THE JOINT EXERCISE OF POWERS
AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority ( "Authority ") is a joint
exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of
the Government Code of the State of California (Section 6500 and following) (the "Act ")
and the Joint Power Agreement entered into on July 1, 1993, as amended from time to
time (the "Authority JPA" ); and
WHEREAS, the Authority is in the process of amending the Authority JPA to
formally change its name to the Golden State Finance Authority; and
WHEREAS, Authority has established a property- assessed clean energy
( "PACE ") Program (the "Authority PACE Program ") to provide for the financing of
renewable energy generation, energy and water efficiency improvements and electric
vehicle charging infrastructure (the "Improvements ") pursuant to Chapter 29 of the
Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways
Code ( "Chapter 29 ") within counties and cities throughout the State of California that
elect to participate in such program; and
WHEREAS, City of Santa Ana (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
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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:
Section 1: This City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the Authority PACE Program to
finance the installation of the Improvements.
Section 2: This City Council consents to inclusion in the Authority PACE
Program of all of the properties in the jurisdictional boundaries of the City and to the
Improvements, upon the request by and voluntary agreement of owners of such
properties, in compliance with the laws, rules and regulations applicable to such
program; and to the assumption of jurisdiction 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 PACE Program
and authorizes Authority, upon satisfaction of the conditions imposed in this resolution,
to take each and every step required for or suitable for financing the Improvements,
including the levying, collecting and enforcement of the contractual assessments to
finance the Improvements and the issuance and enforcement of bonds to represent
such contractual assessments.
Section 4: This City Council hereby approves joining the JPA as an Associate
Member and authorizes the execution by 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 PACE Program within the City, and report
back periodically to this City Council on the success of such program.
Section 6: This Resolution shall take effect immediately upon its adoption.
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The City Clerk is directed to send a certified copy of this resolution to the Secretary of
the Authority.
ADOPTED this 4th day of August, 2015.
jVincent Sarmiento, Mayor Pro Tern
for Miguel A. Pulido, Mayor
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
By: >
J e Sandoval
ief Assistant City Attorney
AYES: Councilmembers: Amezcua, Benavides, Reyna, Sarmiento (4)
NOES: Councilmembers: None (0)
ABSTAIN: Councilmembers: None (0)
NOT PRESENT: Councilmembers: Martinez, Pulido, Tinaiero (3)
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached
Resolution No. 2015 -045 to be the original resolution adopted by the City Council of the
City of Santa Ana on August 4 2015.
Date: 'o -2- ,v _ —
�10 ;--)-
Clerk of the Council
City of Santa Ana
Resolution No. 2015 -045
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Exhibit A
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT E MRCISE OF POWERS AGREEMENT
(Original datc,july 1, 1993 and as Out amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREENIEN -l'
( "Agreemea ") is catered into by and among (lie counties listed on Attachment 1 bercot wid
incorporated herein by reference. All such counties are referred to herein as "Members° with the
respective powers, privileges and restrictions provided herciu.
A. WHEREAS, tic Califontia Rural Home Mortgage Finauee Authority ( "CRHMF'A ") was
created by a joint Exercise or Powers Agmeement dated July 1, 1993 pursuant to the Joint Exercise
of Powers Act (conimeuciug with Article 1 of Cltapter 5 of Division 7 of Tide 1 of die
Goverment Code of the Snitc of California (tic "Act "), By Resolutiou 2003.02, adopted ou
jauuary t5, 2003, the ntune of the authority was ch.i ged to CRHNiFA Homebuyers F'mul. The
most recent amendment to tie Joint Exercise or Powers Agreetneut was on.lanuary 29, 2004.
B. WHEREAS, tie Members of CRHMFA Homebuyers Fund desire to update, reaffirm.
clarify and revise cerbiin provisions of tlic joint powers agrectncut, includitg die reluuuiug or die
joint powers authority, as set fordo herciu.
C. WHEREAS, die Members are each empowered by law to fiuuic•e die conAructiou,
acquisition, improvetueut and rebabilitatiou of real timperly.
17. WHEREAS, by this Agreement, the Members desire to create vat establish ajoiot poivers
authority to exercise their respective powers for die purpose of Imarw ng tie construction,
acquisition, improvement and mliabilhtanoin of real Property witlin the Jurisdiction of die Authority
as authorized by die Art.
NOW, THEREFORE, in consideration of flit mutttd covenants coutaiued herciu, the Nlembers
individually and collectively agree as follows;
1. Definitions
Unless the context otherwise requires, die followiug terms shall for purposes of this
Agreement have die nieauirV, specified below:
"Act" means thc,foint Exercise of Powcis Act, commencing svith Article I of Cltapter 5 of
Division 7 orTitle 1 of the Government Code of die State of California, including dic Marks -Roos
Local I1oud Pooling Act of 1935, as amended.
"Agreement" nicaus this joint Exercise of Powers Agreemcnt, as [lie same now exists or as it
may From tinte to tnuc be amended as provided herciu.
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"Associate Member" uteaus it county, city or other public agency which is not a voting
member of the Rural Comity Representatives of California, a Caifortia nonprofit corporation
(" RUIC "), with le{pil power >wd authority similar to Ilia( of llte Members, admitted pursuant to
paragraph l.d, below to associate membership herein by vote ordtc Board.
'Audit Committee" means a committee made up of the trine - member F.xec•ulive
Corntniacc.
Authority" mearus Cadilbritia Home Fiwwce Authority ( "CHF "), formerly known as
CRHMFA Hornebuyers Fund or California Rural Home Mortgage Fiva nce Authority.
"Board' uteaus the goveruiug board of the Authority as described in Section 7 below.
'Bonds" titeauts bouth, cotes, wnrrults, leases, certificates of participation, installment
purvirme - tgtacmeut.i, loan agreements and other securities or oblipitious issued by (lie Authority,
or rutauciuq agreemcnts entered into by the Authority pursuant to die Act and airy other obligtatiuu
within the mealtitg of Lite tern "Bonds" under the Act.
'Delegate' nicatls the Supervisor designated by the governing board of each Member to
serve oo the Board of the Authority.
'Executive Committee' means the nice - member Executive Committee or the Roarcl
established pursuant to Section 10 hercor,
"Member' means any county which is a member of RCRC, has executed this Agreement
and has become a nienhbcr of the Audiority.
'Obligations" means hoods, notes, warrants, leases, certificates of participation, instalment
purchase agreements, loan agreements and other securities or obligations issued by die Authority,
or limmcing agreements entered into by die Authority pursuant to die Act aril any other financial
or legal obligation of the Authority under llte Act.
'Program" or "Project" uteaus any work, improvement, progr in, Project or service
undertaken by the Authority.
'Rural County Representatives of California" or 'RCRC" mouts the noupt•nlit entity
incorporated under that erne in [lie State orCalifomia.
'Supervisor' mcans all elected County Supervisor fiom all RCRC member county.
2. Purpose
The purpose of the Authority is to provide financing for the acquisition, coustructiou, ,
improvement and reltabilit iiou of real properly in accordance with applicable provisions of law
for die benefit of residents and conmumilies. fu Pursuit of this putlapse, this Agreement provides
roe the joint exercise of powers commou to ally of its Members and Associate Members as
provided herein, or otherwise authorized by the Act laid other applicable laws, ithcludiur; assisting
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in livanciru, as authorized herein, Joindy exercised in tlhe uaurer set loath herein
3. Principal Place of Business
The principal office of (lie Authority shall be 1265 K Street, Suite 1650, Sacrameulo,
cahkn•uia 95614.
4. Creation of Anthority, Addition of Members or Associate Members
a. "Ile Authority is hereby created pursuant to the Act. As provided ill Lite Act, tits
Authority shall be a public cutity sep aratc auhd dislilld Trout lire Members or Associate Members.
b. "I'he Authority will cause it notice of this Agimnient or airy amaxhneut hereto to
Ile prepared and filed with the office of late Secretary of State or Calif'onhia it) it timely fashion ill
tare manner set fordo in Sec•tiou 6503.3 of the Act
V. A county that is a member of RCRC may petitiou to become it member of* tile
Authority by submitting to die Board a resolution or evidence or other formal action taken by its
governing booty adopting this Agreement. The Board slid( review die petition for membership
and shall vote to approve or disapprove the petition. If the petition is approved by a mijority of
the Board, such county shall inrmcdiatcly become a Member or the Authority.
d. All Associate Member nay be added to the Authority upon the affirmative
approval of its respective govcmiug board lull pursuant to actiou by die Authority Botuxl upon
such terms and conditions, a ild with such rights, privileges aad responsibilities, as may be
established from time to tittle by the Board Such terms and c•oudidous, and tights, privileges and
responsibilities may vary nrhohg the Associate Members. Associate Members shall be entitled to
participate ill ouc or more prugrans or the Authority as determined by the Board, but shall not be
voting members or the Board. 11te Executive Director of the Authority shall enforce the teens
and conditions for prospective Associate Members to the Authority as provides[ by resolution of
die Board will as arneuded front time to lime by the Board. Chahg" in the terms and conditions
for Associate Membership by the Board will not constitute an amcudment or this Agreement.
5. Term and Termination of Powers
This Agreement shall become effective from the slate hereof uutil the earlier of the time
when all Bounds and any interest themo n shall have been paid ill filll, or provision thr such
paynteut. shall have been made, or when [he Authority shall no longer oath or [hold any iutetVst in a
public capiud improvement or program. Ilhe Authority shall coumme to exercise die powers
herein coul'erred upou it until tentfuhtiom of tbLs Agreement, except that if any Bouds arc issued
and delivered, ill uo event shall the exercise or Lite powers herein grunted be terminated until all
Bouds so issuerl and delivered and the interest thereon shall have been paid or provision fix' such
payment shall lave been made and any other debt incurred with respect to any other financing
program estalished or adntihhisiered by Lite Authority hats been repaid to fill and is no lougut
oulstndiog.
6. Powm, Restriction upon Exercise
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a. To ellcrtuale its purpose, the Authority stall havc Ale power to exercise arty and all
powers of due Members or of a joint powers authority uudcr the Act and other applicable
provisions of law, subject, however, to Ale couditious and restrictions hclvin cons >uued. Each
Member or Associate .i ember may also separately exercise any and all such powers. '17e powers
al the Authority ale limited to loose of agent al law county.
lt. The Authority may adopt, h'om time to time, such resolutious, guidelines, rules and
refmlatious for the couduct of its meetings and the activities ol' the Authority as it deems necessary
or desirable to accomplish its purIxrsc.
V. The Authority shall have the power to fulaa•c the coustructiou, acquisupou,
improvement aid rehabilitation of real property, including the llo ver to purchase, with the
amounts leveivrcl or to be received by it pursuant to A bond purchase argrecareut, bonds issued by
atpy of Its Members or Associate Members and other local agencies at public or negotiated sale, for
the purpose set firth herchk aid ill accordauce with the Act. All or any part or such bonds so
purelmicd may ho Itekl by the Authority or resold to public or private purchasers at public or
negotiated safe. ne, Authority shall set any other terms aril couditious or ;illy purchase or sale
contemplated lerehr as it deems necessary or eonvenicut and in furtherauce of the Act. The
Authority may issue or cause to be issued Bouds or other halebteduess, aid pledge ary of its
property or revenues as security to the exteut perluitted by resolution of the Board under any
applicable provision of lieu. "1'he Authority may issue Bonds in accordaure vv dr the Art ill outer
to raise funds necessary to elkelvate its purpose hereunder and may enter into agreements to
secure such Bouds. The Authority may issue other fornrs of inclebteducss authorized by the Art,
a ud to secure such debt, to further such purpose. The Authority may utilizes other forms of capital,
ituludirig, but riot liilited to, de Authority's hiteml resources, capital markets Arid other Forms of
private capital investment authorized by the Act.
d. The Audurity is hereby authorized to do all acts accessory for Ale exercise: of its
powers, iuchndiug, but riot limited to!
M executingcouna•ts,
(2) employhugagents, consultants aid. employees,
(3) acquiring, constructing or providing for rraintenauce and operation of auty
building, work or improvement,
( f) acquiring, holding or disposing of real or personal property wherever
located, including property subject to mortgage,
(5) incurring debts, liabilities or obligaious,
(6) receiving gills, contributions and donations ol'property, Ihuds, services and
any other firnps of assistance from persous, Isms, corporations or
governmental entities,
(7) suing and being sued ill its own name, and litigating or settling any shits or
clamps,
(8) doing arty and all thitlgs uecessuy or convenient to the exercise of its
specific powers and to accomplishing its purpose
(9) establishing and /or achministcrintg districts to livauce and refinance [lie
arquisitioll, installation and improvement of energy elliriency, water
Resolution No. 2015 -045
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eouscrvatiou and renemsdle ener&y improvements to or oil real property
auI in buildiugs. The Authority may cuter into one or more agreements,
iuCludiug without linnilatiat, par(icipxaiou agMUT11CUIS and 411I)Ienneutuiom
agreements to implement such progams.
C. Subicct to the applicable provisious orally hhdeuturc or resolution providing f'or die
iuvesuuc it of ntouics held thercuuder, do Authority shall have the power to invest any or its funds
its the Board deems advisable, in the s nic manner and upon the same conditions m local ageucics
pursuant to Section 5360 or the Government Colic or the State of California.
r, All property, equipment, supplies, funds and records of the Authority s1ud1 be
owned by the Autbmity, except as may be provided otherwise herein or by resolution of the
Bard.
g. Pursuant to the provisions or Section 6508.1 or the Act, Ilia debts, liabilities and
obligations of the Authority shall not be debts, liabilities and obtigatiotes or de Members or
Associate Members. Any Boucls, togeder with arty interest anal premium thereon, shall licit
coustinttc debts, liabilities or obligations of ally Nleruber. The Members or Associate Members-
hereby agree that any such Bonds issued by the Authority shall not constitute general obligations or
the Authority but shall be payable solely from tltc moueys pledged to the repayment of principal or
interest on such Bonds under die terms of the resolutou, hideuture, trust, agreement or other
htstrunient pursnud to which such Bonds are issued. Neither fie Members or Associate
Members nor the Authority shall be obligated to pay tie principal or or premium, if any, or
interest oil to Bonds, or other costs neicleu4d dhcreto, except from the rcveuues and liuuls
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 tic paymcut of tie pliucipal or or
premiunt, if airy, or interest ou the Bonds, nor shall die Members or Associate Nfembers of the
Authority be obligated in any nvuuter to make any appropriatiou liar such payment. No Covenuut
or ttgrecnneul Counted iu any Build shall be deemed to be a covenant or agreement or any
Delegate, or any officer, agent or employee of the Authority in all ittlividtial capacity, and ueider
the Board nor any officer tercor executing die Boucls or any document reUted thereto shall be
liable penxoually oil auy Boud or be subject to any personal liability or aceouutabiity by reason of
die issuance of any Bonds.
a. The Board shall consist or de number of Delegates equal to one represcnative
froth 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 ilk writing
(which may be by electronic mail) to tie Authority and shall be ell'ective until lie or site is replaced
by such governing body or no louger a Supervisor; any vacancy shall be filled by the gover"ti;
body or die Member in the sure nrnuicr provided in this paragraph b..
C. The governing body or each Member or the Board shall appoint a Supervisor as an
alternate to serve oil do Board fu the absence or the Delegate: fie alternate tuay exercise all the
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rights and privileges of the Dclegale, III(' bid the ri,ltt to le colleted ill (of stitutuuq a (III on to
partic•ipafc in Cite proceedings orthe hoard, wind to vole upon any and all matters. No altenite
may have more duet ouc vote at why mcedung of de hoard, will any Member's desipmation of au
alternate shad he delivered in writing (Which may be by electronic mill) to die Authority and shall
be effective until such RIM -FlatC is replaced by his or her governing body or is uo longer It
Supervisor, unless otlicuwise specified in such appointmeut. Any vacancy shall be filled by the
govemiug body of the Member in file sarme manner provided ill this panwrtph c..
d. Auy person who is not a member of the governing body of a Member and who
e lcuds a mectiug oil behalf' of stair Member may not vote or be counted toward it quorum but
may, at die discretion ollle Chair, participate iet opeu meetings he or site attends.
C. Uich Associate Member may designate a nun - voting representative to the Board
who may, Lot be counted lomaril a quomrn but who may attend open meetings, propose agenda
dents and otherwise participate it Board Meetings.
1'. Delcipacs shall not receive compensation for serving, as Delegates, but may, claim
will receive reimbursement for cspemes actually incurred in counectiou with such service
pursuant to ides approved by die Board aucl subject to the availability or funds.
g. The Board shall have the power, by re;uilutiou, to tie cxteut permitted by file Act
or wry other applicable law, to exercise way powers of die Authority and to delegate auy of its
functions to the Executive Committee or clue or more Delegates, officers or ahents of tike
Authority, will to cause any authorized Delegate, officer or ageut to take any actious and execute
any documents for and in the awaic and oil behalf of file Board or Clio Authority.
h. The Board may establish stick committees as it deans accessary for any lawful
purpose; such committees are advisory only aul may not wet or purport to acct oil beliall' of die
Board or the Authority,
i, The BoaYl sball develop, or cause to be developed, will review, modify as
necessary, will adopt each Pro;mun.
8. Meedrip of the Board
R. The Board shall meet alt least olive annually. but may meet more frcquendy upon
call orally officer or as provicled by resolution of the Board.
b. Meetings of the Baud shall be called, noticed, hold atilt couductcd pursuant to file
provisions of the Ralph M. Brown Art, Chapter 9 (conuncticing with Section .54950) or Part 1 or
Division '2 of Title 5 of the Goverunnew Code of the Stale orClil'ornia.
V. `Ile Secretary of the Atthority shall cane minutes orall meetings of the Board to
he taken and distributed to each Member as soon as possible after cavil tliectiug.
d. The lesser of twelve (12) Dedcgmes or a majority or the cumber or current
Delegtes shall constitute a ttuorrmi for Iransac•ting business at wry mcetiiag or file Baird, except
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that less luau a quorum may act to adiount a meeting. Itch Delelntte shell have ouc vole
C. Mectihigs stay be held at ally location desigtuued in notice properly gimi Fur a
nrectihu; and may he conducted by tclephoaic or similar mcuis in any manner ol.ltervvise allowed
by law.
9. OLGcerr Duties; Official Bonds
a. The Board shall elect it chair and vice chair from among die Delegates at the
Board's umttal mcctng who shall serve it term of ouc (f ) year or until their respective successor is
elected. The chair shall conduct die meetings or the Board and perfornh such other duties as may
lie slrccified by resolution of tike Board. The vice chair slhall perform such duties ill tic absentee or
ill due ero:ut of the mcuailability cif due chair.
b. 'rite Board shalt contract annually ivith RCRC to administer the Agreement and to
provide administrative services to the Authority, and the President and Chief Executive Officer of
RCRC shall Serve es ollicio as Executive Director, secretary, Treasurer, and Auditor of die
Authority. As chief executive of the Authority, the Executive Director is authorized to execute
coutrau•ts ail other abtiiruious of the Authority, unless prior Board approval is required by a third
party, by law or by Board specification, and to perform otter duties specified by the Board. The
Executive Director niay appoint such other oflicers as May be required for the orderly conduct of
the Authority's business all a0'airs who shall serve at the pleasure of the Executive Director.
Subject to the appticahte provisions of arty iudeuture or resolution providing fora trustee or other
fiscal agent, die %;xecutivc Director, as Treasurcr, is designated as the custodian of die Authority's
(iutds, from vvliatever source, and, as such, shall have the powers, duties and responsibilities
specified in Section 6505.5 or the Act. 'rite i :xecutfve Director, as Auditor, shall have the powers,
duties and responsibilities specified in Section 6.505.5 of the Act.
C. Ilie Leoslatvc Advocate fiir the Authority shall be the Rur.21 County
Representatives of California.
d. The Treasurer aid Auditor are public officers who have charge of, hamdlc, or have
access to all property of rte Authority, and a bond fix such officer ill die amount of at least out.,
hundred thousand dollars (S10o,o00.00) shall be obtained at the expeuse: of die Authority and
filed with the Executive Director. Such bond may secure the fividdil perlor sauce of such
officer's duties with wstcct to amother public office if such bond ill at least the Sallie autouut
specifically tueutious the offfec of the Authority as required hcwiu. The Treasurer utd Auditor
shalt curse periodic iudepeudent audits to be made of the Authority's books by it certified public
accounCUtl, or public urouutaut, in compliatice with Section 650.5 of the Act.
C. The business cal' the Authority shall be conducted under file supervision of ate
Executive Director by RCRC personnel.
10. Executive Cotnminee of the Authority
I Collln0lillnll
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Ihc Authority sloth appoint nine (9) members orits Board io serve on an Executive
Conuiduce.
h, lowers and Innilatioi
The Gxeculive Coitunitlec shall act in all advisory capacity ati d make
rcconnucnda Lions Lo the Authority Board. Duties will include, but not be limited lo, review of lic
quarterly and armu.d budgets, service as the Audit Coni n ace for the Authority, periodically
review this Agreement; and complete any other tasks m may be assisnted by the Bond. The
i.BCCL16VC CmmnitICC shall be subject to all litaltatious imposed by this Agrcemeut, other
applicable law, and resolutions or the Board,
C. Quorum
A mgjority or the Executive Committee shall constitute a quonun liar transacting
business of the Executive Committee,
11. Disposition of Assets
Upon termination of this Agreement, all renulniug assets and liabilities or the Auduaity
shall be distributed to the respective Members in such reamer as sludl be determined by die
Board and iu accordance wilt the law.
12, Agreement Not Exclusive; Operation in 3urisdicdon of Member
This Agrcemeut shall uoL be csclusivc, and each Member expressly reserves its rights to
early out other public capital improvements and programs as provided for by law amt to issue
other obligations for those purposes. 'this Agreement shall not Ix deemcd to amend or alter the
tenus ol'other agreements among the Members or Associate Members.
13. CoaAictof Interest Code
the Authority shall by resolution adopt a Conflict or Interest Code as required by lam.
14. Contributions and Advances
Contributions or advances or public fuuds and or personnel, equipntcut or property tray
Ix made to the Authority by any Mlcmher, Associate Member or may otter public agency to
Further the purpose of this Agrceurcut. Payment of public fuuds may be made to deliay dic cost of
any contribution. Any advance may be made subject to repaymeul, and in than rase shall be repaid
in llic neuuier ,etrecd upon by the advaucing Member, Associate Member or other public agency
and (lie Authority at the time of tucking the advance.
15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses
IL "the fiscal year ol'thc. Audiorily shall be dic period From January l of each year to
mid iucludirg the Hallowing December 3I, except for may partial fiscal year resulting from a chau> c
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in accouutitu; based ou a diltcreul fiscal year previously
b. Prior to the betvniug or each lisral year, tine Board shall adopt a budget for file
succeeding fiscal year.
C. The Authority shall establish and maintain such Funds avid accounts as may be
required by generally accepted ac coundug principles, The books and rvconls of the Authority are
public records wd shall he open to inspection at all reasonable times by each Mender and its
representatives.
d. The Auditor shall cipher make, or contract with a certified public ac•couutut or
public ac•couutam to mare, au annual audit of the accounts and records or tic Authority. The
mininnm requirements or the audit shall be those prescribed by the State Coutroller for special
districts under Section 2009 of the Government Code of the Strue of California, and shall
eoulbrnl to gcuctally arceptcal auclitivig standards. When au audit or acrouias and records is uradc
by a certified public accountant or public accountant, a report thereol'shall be filed as a public
record wide each Mcmber (aud also with the auditor of Swratucltto County as (he county in which
(he Authority's office is located) within 12 monks after the end of the fiscal year.
C. In wry year in which the mutual budget of the Authority does not exceed live
thousand dollars (,",5,000.00), dte Board may, Illicit unanimous approval or the Boni, replace the
annual audit with all ensuing one -year period, but in uo event for a period longer Ihatn two fiscal
Years.
16, Duties of Members or Associate Membm; Breach
If any Member or Associae Member shall default in performing any covenant conWitod
heroin, such default shad not excuse taut Mcmber or Associate Member from fulfilling its other
obliptions hcreuuder, and such defaulting Member or Associate Member shall remain liable fix
the performance orall covenants hereof' Latch Member or Associate Member hereby declares
that d s Agreement is cwwcd into for lac benefit al' the Authorily created hereby, and each
Member or Associate Member herby grants to the Authority tie right to enforce, by whatever
lawful means the Authority deems appropriate, all or the obliplious or each or the parties
hereunder. i'a•h will all of the remedies given to the Authority hereunder or by any bay now or
herea'ler enacted are cumulative, and the exercise or oic right or remedy shall not impair the right
of tau Authority to any or all other remedies.
17. Indemnification
To the full extent permitted by buy, the Board may audroirc indenuhilicatiou by Ilse
Authority orally persou wlto is or was a Boa rit Delegate, alternate, officer, consultant, employee or
other ;%scut or the Authority, anal who vral or is a party or is darca(encd to lie maade a 1)1%1)' to it
proceeding by reason of (hc I'a•t that such person is or tuts such a Deleptc, alterote, officer,
consultant, employee or odor agent or the Authority. Such indemnification may he trade against
expenses, Judgments, lines, sculcmcufs and other aunouuts actually :uxl reasonably incurred in
couuectiou with such proceeding, if'suri person acted in good Nflt and in a maumer such person
reasonably believed to be iu the best interests of the Authority avid, ilk the case or it crinnival
Resolution No. 2015 -045
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proceeding, had no ramununble cause to Lclicvc Ilis or her courlurt was uula willi atul, ill the case of
an action by or ill (lie tight of the Authority, acted with such care, including reasouable inquiry, as
all ordinarily prudent person ill a like posidou would use under similar circumstances.
18. lmmrtnides
All of tlu privileges and immunities front liabilities, exemptions trout law, ordinances and
rules, all pension, rCH4 disability, workers' couipetsadou and other bouetits which apply to the
activity of officers, ageuts or employees of any of the Members or Associate Mcnihcns wltcu
perlm'Imtlg their respective function.j, shalt apply to diem to die same degree aad extelnt wlulc
clusaged as Dcleirates or otherwise as sun officer, agent or outer reprQscutative ol'the Authority or
White eul"ged ill the perlonna nce of any of their Ihuclions or duties under the provisions of this
AgTecincut.
19, Amendment
This Agreement may be amended by the aloptiou of the amcudincut by the bo mming
bodies of a nuIjority of the Nfembers. 'Cite amendment shall become effective on Ilse first day of
the umutli following ale last required member ygeucy approval, Au aineuclntcut may he initiated
by the Board, upon approval Ilya m4jorily of the Board. Any proposed amendnicat, including tine
text of die proposed change, shall be given by the Board to each blcmher's Delegate for
prescutation and action by each Mcmller's board within fro days, which time may lie extended by
tine Board.
'17ic list of Members, Attachment 1, may be Updated to reflect new aud /or w thdrawn
iliembcrs witicnut requiring formal atucudntcnl or the Agrecmcut by the Authority Board of
Directors.
20. Withdrawal of Member or Associate Member
11' a Member withdraws as member of RCRC, its membership ill die Authority shall
automatically ternhV2te, A Member or Associate Member may withdraw rrom this Agrcemeut
upon written notice to the Board; provided however, that uo such withdrawal sliall result ill die
dissolution of the Authority as long as any Bouds or other oblihaticnts of the Authority retuaiu
outstanding. Any such withdrawal sivill become allcetivc tliirty (30) days after a resolution adopted
by the Member's governing body which authorizes withdrwll is received by tits Authority.
Notwidistandiag rice foregoing, any terniinatiou of membership or withdrawal from the Authority
shall not operate to relieve any terminated or witlidrnxing Nlcmher or Associate Member from
Obligations incurred by such terminated or withdrawing Member or Associate Mcndher prior to
the tine of its terminmliou or widulr wal.
20. Misedllemouv
al. Counterparts. 'Chis Abecenicot tray lac executed ill several counterparts, each oc
Which shall be an on in al aud all of wllicli shall coustitute but one will Ilse same instrument.
Ir. Construc ion, 'rile section headings herein are for couvenieuce only will are not to
Resolution No. 2015 -045
Page 13 of 16
be cousimed as nuxlifphtg or governing the lmtmage iu dhe section referred to.
C. Approvals. Wherever ill this Agreement any consent or approval is required, the
saner shall not be unreasonably wilhlteld.
d. Juriediciion; Venue. This Agreement is made ill the Slate of Calilitmia, under tlic
Coustiltttiau and laws of such State and is to be so construed; any actiou to cul'orce or imerpret its
terms shall be brought in Sacramento County, Calitbruia.
C. Integration. "rdris Atnvemeut is die complete autd exclusive oatemcnt of the
agreement amottg the parties hereto, and it supersedes will merges all prior proposals,
understandings, atul other a;rce scuts, whetter oral, written, or implied in cols duct, between and
among die parties relating to the subject matter of this Atneemeul.
f. Successors; Assignment. 'rlus Agreement shall be biudutg upon ruin shall iuua to
the benefit of the successors of the parties hereto. Except to ale exlent expressly provided Itercita,
uo Member may assign awry right or obligation hereunder without the consent of the ISoard.
g. Severehifity. Should any part, term or provision of this Agreement lie derided by
the courts to be illegal or ill coullict with any law of the State of California, or otlicnvisc be
rendered unenforceable or iuelfeetual, the validity of the remaining parts, teems or provisions
hereof shall not be affected thereby.
The parties lieroto have caused this Agreement to be executed ltd attested by their properly
authorized officers.
AS AD0i rF.D u'rm', MEMIII :RS:
OriginallyclatedJuly 1, 1993
Amended aul restated December U), 1998
Amended and restated February 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended anal restated December 10, 2014
I.S /GWA 771R ES O :V F0IJ,0I1'IM; RAGhN
Resolution No. 2015 -045
Page 14 of 16
SIGNATURE PAGE FORNEW ASSOCIATE MEMBERS
ATTEST: CITY OF SANTA ANA
Maria D. Huizar David Cavazos
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
CityAttomey
ey-
o Sandoval
'ef Assistant City Attorney
ALTER EXECUTION PLEASE SEM TO:
Golden State Finance Authority
(fomterly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA M14
84611.6000019603061.1
Resolution No. 2015 -045
Page 15 of 16
AWACHMENP 1
CALIFORNIA HOME FINANCE AUrffORYrY IViF.l HERS
As d December 10, 2014
Alpine Coutay
Amador County
llutw Comiy
CaLlvenvs County.
Colusa County
Del Nortc County
11 Dorado County
Clews County.
Humboldt County
Imperial Ck>uuty
Inyo County
lake County
Lassen County
Madera County
Mariposa Comity
Mcmdocino Couwy
Me cd County
Mlxloc County
Mono Couuly.
Napa County
Nevada County.
Placer County.
Plunias County
Sut BCttito County
Slrslsum County
Sierm County.
Siskiyou Comity
Suter County
Tchama County
Trinity County
Tuolumne Comity
Yolo County.
Yuba County
Resolution No. 2015 -045
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