HomeMy WebLinkAbout2015-84 - Authorizing the City’s Consent to Inclusion of Properties within the City’s Jurisdiction in the California Home Finance Authority Community Facilities District No. 2014-1 (Clean Energy) to Finance Renewable Energy Improvements Energy Efficiency RESOLUTION NO. 2015-84
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH AUTHORIZING THE CITY'S CONSENT TO
INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN
THE CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 2014-1 (CLEAN ENERGY) TO FINANCE
RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY
AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC
VEHICLE CHARGING INFRASTRUCTURE AND APPROVING
ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS
AUTHORITY RELATED THERETO
WHEREAS, the California Home Finance Authority, a California joint powers
authority ("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 ("Act") and
particularly in accordance with sections 53313.5(1) and 53328.1(a) ("District');
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
("Authorized Improvements");
WHEREAS, the Authority is in the process of amending the Authority Joint
Powers Agreement ("JPA") to formally change its name to the Golden State Finance
Authority;
WHEREAS, the City of Newport Beach is committed to development of
renewable energy generation and energy efficiency improvements, reduction of
greenhouse gases, and protection of the environment;
WHEREAS, in the Act, the California legislature has authorized parcels within the
territory of the District to be annexed to the District and be subject to the special tax levy
of the District only if: (i) 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 ("Unanimous Approval Agreement'), which, as provided in section 53329.6 of
the Act, shall constitute the election required by the California Constitution;
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy efficiency and water conservation, and in doing so, will cooperate
with the Authority in order to efficiently and economically assist property owners in
financing such Authorized Improvements;
Resolution No. 2015-84
Page 2 of 3
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, the City Council of the City of Newport Beach resolves as
follows:
Section 1: This City Council finds and declares that properties in the City's
incorporated area will be benefited by the availability of the Authority Community
Facilities District ("CFD") No. 2014-1 ("Clean Energy") to finance the installation of the
Authorized Improvements.
Section 2: This 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 thereover by Authority for the purposes
thereof.
Section 3: The consent of this City Council constitutes assent to the
assumption of jurisdiction by Authority for all purposes of the Authority CFD No. 2014-1
("Clean Energy") and authorizes Authority, upon satisfaction of the conditions imposed
in this Resolution, to take each and every step required for or suitable for financing the
Authorized Improvements.
Section 4: This City Council hereby approves joining the JPA as an Associate
Member and authorizes the execution by appropriate City officials of any necessary
documents to effectuate such membership.
Section 5: City staff is authorized and directed to coordinate with Authority
staff to facilitate operation of the Authority CFD No. 2014-1 ("Clean Energy") within the
City, and report back periodically to this City Council on the success of such program.
Resolution No. 2015-84
Page 3 of 3
Section 6: This action is not subject to the California Environmental Quality
Act (CEQA) pursuant to Sections 15060(c)(3) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3 because the activity is not a project as defined in
Section 15378 and has no potential for resulting in physical change to the environment,
directly or indirectly.
Section 7: This Resolution shall take effect immediately upon its adoption, and
the City Clerk shall certify the vote adopting the resolution. The City Clerk is directed to
send a certified copy of this resolution to the Secretary of the Authority.
ADOPTED this 27th day of October, 2015
Q11 L)
Edward D. Selich
Mayor
ATTEST: 4 NES po
U
Leilani I. Brown c Zn
City Clerk
ORN
Attachment: Exhibit A: JPA Agreement
Exhibit A
JPA Agreement
CALIFORNIA HOME FINANCE AUTHORTIY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among Qie counties listed on Attachment 1 hereof and
incorporated herein by reference. All such counties are referred to herein as "Members" with die
respective powers,privileges and restrictions provided herein.
RECITALS
A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to die Joint Exercise
of Powers Act (commencing widi Article 1 of Chapter 5 of Division 7 of 'Title 1 of die
Government Code of the State of California (die "Act"). By Resolution 2003-02, adopted on
January 15, 2003, die name of ale authority was changed to CRHMFA Homebuyers Fund. The
most recent amendment to die Joint Exercise of Powers Agreement was on January 28, 2004.
B. WHEREAS, die Members of CRHMFA Homebuyers Fund desire to update, reallinn,
clarify and revise certain provisions of the joint powers agreement, including die renaming of die
joint powers authority,as set fordi herein.
C. WHEREAS, die Members are each empowered by law to finance die construction,
acquisition, improvement and rehabilitation of real property.
D. WHEREAS, by this Agreement, die Members desire to create and establish a joint powers
authority to exercise their respective powers for die purpose of financing die construction,
acquisition, improvement and rehabilitation of real property within the jurisdiction of die Authority
as authorized by die Act.
NOW, THEREFORE, in consideration of die mutual covenants contained herein, the Members
individually and collectively agree as follows:
1. Definitions
Unless die context otherwise requires, the following terms shall for purposes of this
Agreement have die meanings specified below:
'Ace means die Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of
Division 7 of Title 1 of die Government Code of die shite of California, including Ole Marks-Roos
Local Bond Pooling Act of 1985,as amended.
"Agreement"means this Joint Exercise of Powers Agreement, as die sone now exists or as it
may from tine to time be amended as provided herein.
'Associate Member" means a county, city or other public agency which is not a voting
member of die Rural County Representatives of California, a California nonprofit corporation
("RCRC'), with legal power and audiority similar to that of die Members, admitted pursuant to
paragraph 4.d. below to associate membersliip herein by vote of die Board.
"Audit Committee" means a conunittee made up of die nine-nhember Executive
Committee.
'Authority" means California Home Finance Audiority ("CHF"), formerly known as
CRHMFA Honhcbuyers Fund or California Rural Home Mortgage Finance Audiority.
Board"means die governing board of die Audiority 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 and any oilier obligation
widiin die meaning of the tenu'Bonds"under die Act
"Delegate" means die Supervisor designated by the governing board of each Member to
serve on the Board of die Audiority.
"Executive Committee" means die nine-menhber Executive Committee of die Board
established pursuant to Section 10 thereof.
"Member means any county which is a mcnhber of RCRC, has executed this Agreement
and has become a member of die Audiority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and other securities or obligations issued by die Audhorily,
or financing agreements entered into by die Audiority pursuant to die Act and any other financial
or legal obligation of die AuthoriLy under tie Act
"Program" or "Project" means any work, improvement, program, project or service
undertaken by die Audiority.
'Rural County Representatives of California' or "RCRC" means die nonprofit entity
incorporated under drat name in the State of California.
"Supervisor" means an elected County Supervisor from an RCRC member county.
2. Purpose
The purpose of die Audiority is to provide financing for die acquisition, construction, ,
improvement and rehabilitation of real property in accordance with applicable provisions of law
for die benefit of residents and communities. In pursuit of this purpose, this Agreement provides
for die joint exercise of powers common to any of its Members and Associate Members as
provided therein, or odherwise authorized by die Act and oilier applicable laws, including assisting
in financing as authorized herein,jointly exercised in the manner set forth herein.
3. Principal Place of Business
Tlie principal office of die Authority shall be 1215 K Street, Suite 1650, Sacrunento,
California 95814.
4. Creation of Audiority;Addition of Members or Associate Members
a. The Authority is hereby created pursuant to the Act. As provided in the Act, die
Authority shall be a public entity separate and distinct from die Members or Associate Members.
b. The Authority will cause a notice of this Agreement or any amendment hereto to
be prepared and filed with die office of die Secretary of Stats of California in a timely lashion in
die manner set fordi in Section 6503.3 of die Act.
C. A county that is a member of RCRC may petition to become a member of die
Authority by submitting to die Board a resolution or evidence of other formal action taken by its
governing body adopting dus Agreement. The Board shall review die petition for membership
and shall vote to approve or disapprove die petition. If die petition is approved by a majority of
die Board,such county shall immediately become a Member of die Authority.
d. An 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 ternis and conditions, and widh such rights, privileges and responsibilities, as may be
established from time to time by die Board. Such teens and conditions, and rights, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in one or more prograins of the Authority as determined by the Board, but spall not be
voting members of the Board. The Executive Director of die Authority shall enforce die terns
and conditions for prospective Associate Members to die Authority as provided by resolution of
the Board and as amended from time to time by die Board. Changes in die tonus and conditions
for Associate Membership by die Board will not constitute an amendment of this Agreement.
5. Term and Termination of Powers
This Agreement shall become effective froni the date hereof until die earlier of die time
when all Bonds and any interest thereon shall have been paid in full, or provision for such
payment shall have been made,or when die Authority shall no longer own or hold any interest in a
public capital improvement or program. The Authority shall continue to exercise die powers
herein conferred upon it until termination of this Agreement, except that if any Bonds are issued
and delivered, in no event shall die exercise of die powers herein granted be terminated until all
Bonds so issued and delivered and die 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
prograhn established or administered by die Authority has been repaid in full and is no longer
outstanding.
6. Powers;Restriction upon Exercise
a. To effectuate its purpose, the Authority shall have die power to exercise any and all
powers of the Members or of a joint powers authority under the Act and other applicable
provisions of law, subject, however, to lie conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
of the Authority are limited to those of a general law county.
b. Tpne Authority may adopt, from time to time,such resolutions,guidelines, rules and
regulations for the conduct of its meetings and the activities of tie Authority as it deems necessary
or desirable to accomplish its purpose.
C. The Authority shall have die power to finance die construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with die
amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by
any of its Members or Associate Menhbcrs and other local agencies at public or negotiated sale, for
the purpose set fords herein and in accordance with die 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, and pledge any of' its
property or revenues as security to du extent permitted by resolution of die Board under any
applicable provision of law. The Authority may issue Bonds in accordance with die Act in order
to raise funds necessary to effectuate its purpose hereunder and may ether into agreements to
secure such Bonds. The Authority may issue other forms of indebtedness authorized by die Act,
and to secure such debt, to further such purpose. The Authority may utilize other forms of capital,
including, but not limited to, die Authority's internal resources, capital markets and other forms of
private capital investment authorized by die Act.
d. The Authority is hereby authorized to do all acts necessary for die exercise of its
powers, including,but not limited to:
(1) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring,constructing or providing for maintenance and operation of any
building,work or improvement,
(A•) acquiring, holding or disposing of real or personal property wherever
located, including property subject to mortgage,
(5) incurring debts,liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any other forms of assistance from persons, firms, corporations or
governmental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all things necessary or convenient to die exercise of its
specific powers and to accomplishing its purpose
(9) establishing and/or administering districts to finance and refinance the
acquisition, installation and improvement of energy elficieihcy, water
conservation and renewable energy improvements to or on real property
and in buildings. The Authority may enter into one or more agreements,
including witiout limitation, participation agreements and implementation
agreements to implement such programs.
C. Subject to die applicable provisions of any indenture or resolution providing for the
investment of monies held thereunder, the Authority shall have the power to invest any of its funds
as the Board deems advisable, in die same manner and upon tic same conditions as local agencies
pursuant to Section 53601 of the Government Code of the Stale of California.
f. All property, equipment, supplies, funds and records of tie Authority sliall be
owned by tic Authority, except as may be provided otherwise herein or by resolution of the
Board.
g. Pursuant to tie provisions of Section 6508.1 of die Act, tie 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, sliall not
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of
tie Authority but shall be payable solely from tic moneys pledged to tie repayment of principal or
interest on such Bonds under the terms of tie resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither tie Members or Associate
Members nor tic Authority shall be obligated to pay tic principal of or premium, if any, or
interest on tie Bonds, or other costs incidental thereto, except from the revenues and funds
pledged therefor, and neither tie faith and credit nor the taxing power of tie Members or
Associate Members or tie Authority sliall be pledged to tie payment of the principal of or
premium, if any, or interest on the Bonds, nor sliall tie Members or Associate Members of the
Authority be obligated in any manner to make any appropriation for such payment. No covenant
or agreement contained in any Bond sliall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of tie Authority in an individual capacity, and neither
tie Board nor any officer thereof executing tie 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
tie issuance of any Bonds.
7. Governing Board
a. Tlic Board sliall consist of tic number of Delegates equal to one representative
from each Member.
b. The governing body of each Member sliall appoint one of its Supervisors to serve
as a Delegate on the Board. A Mcmbci's appointment of its Delegate sliall be delivered in writing
(which may be by electronic mail) to tic Authority and sliall be effective until be or she is replaced
by such governing body or no longer a Supervisor; any vacancy sliall be filled by the governing
body of the Member in tie sahnc manner provided in this paragraph b..
C. The governing body of each Member of tic Board shall appoint a Supervisor as an
alternate to serve on the Board in the absence of the Delegate; the alternate may exercise all the
rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to
participate in the proceedings of the Board, and to vote upon any and all matters. No alternate
may have more than one vote at any meeting of the Board, and any Member's designation of an
alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall
be effective until such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless otherwise specified in such appointment. Any vacancy sliall be filled by die
governing body of die Member in the samne manner provided in this paragraph c..
d. Any person who is not a member of die governing body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum but
may,at die discretion of die Chair, participate in open meetings lie or she attends.
e. Each Associate Member may designate a non-voting representative to the Board
who may not be counted toward a quorum but who may attend open meetings, propose agenda
items and otherwise participate in Board Meetings.
G Delegates shall not receive compensation for serving as Delegates, but may claim
and receive reimbursement for expenses actually incurred in connection with such service
pursuant to rules approved by die Board and subject to die availability of funds.
g. The Board shall have die power, by resolution, to die extent permitted by the Act
or any other applicable law, to exercise any powers of the Authority and to delegate any of its
functions to die Executive Committee or one or more Delegates, officers or agents of die
Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute
any documents for and in die name and on behalf of die Board or die Authority.
h. Tile Board may establish such committees as it deems necess.-uy for any lawful
purpose; such committees are advisory only and may not act or purport to act on behalf of the
Board or the Authority.
i. The Board shall develop, or cause to be developed, and review, modify as
necessary,and adopt each Program.
8. Meetings of the Board
a. The Board shhall meet at least once annually, but may meet more frequently upon
call of any officer or as provided by resolution of die Board.
b. Meetings of die Board shall be called,noticed, held and conducted pursuant to die
provisions of die Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of
Division 2 of Tide 5 of die Government Code of the State of California.
C. The Secretary of the Audhority shall cause minutes of all meetings of the Board to
be taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a majority of die number of current
Delegates shall constitute a quorum for transacting business at any meeting of die Board, except
that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote.
C. Meetings may he held at any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner otherwise allowed
by law.
9. Officers;Duties;Official Bonds
a. The Board shall elect a chair and vice chair from among the Delegates at the
Board's annual meeting who shall serve a tens of one (1) year or until their respective successor is
elected.The chair shall conduct the meetings of the Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or
in the event of die unavailability of die chair.
b. The Board shall contract annually with RCRC to administer die Agreement and to
provide administrative services to die Authority, and die President and Chief Executive Officer of
RCRC shall serve ex ofTicio as Executive Director, Secretary, Treasurer, and Auditor of die
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 perfornh other dudes specified by die Board. The
Executive Director may appoint such other officers as may be required for die orderly conduct of
die Authority's business and affairs who shall serve at die pleasure of the Executive Director.
Subject to die applicable provisions of ay indenture or resolution providing for a trustee or oilier
fiscal agent, die Executive Director, as Treasurer, is designated as die custodian of die Authority's
funds, from whatever source, and, as such, sliill have the powers, duties and responsibilities
specified in Section 6505.5 of die Act. The Executive Director, as Auditor, shall have die powers,
duties and responsibilities specified in Section 6505.5 of die Act.
C. The Legislative Advocate for die Authority shall be the Rural County
Representatives of California.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all property of die Authority, and a bond for such officer in the amount of at least one
hundred thousand dollar ($100,000.00) shall be obtained at the expense of the Authority and
filed with die Executive Director. Such bond may secure the faithful performance of such
officer's dudes with respect to another public office if such bond in at least die same amount
specifically mentions the office of die Authority as required herein. Tlie Treasurer and Auditor
shall cause periodic independent audits to be made of tie Authority's boob by a certified public
accountant, or public accountant, in compliance with Section 6505 of die Act.
C. The business of die Authority shall be conducted under the supervision of the
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
The Authority sliall appoint nine (9) members of its Board to serve on an Executive
Committee.
b. Powers and Limitations
The Executive Committee shall act in an advisory capacity and make
recommendations to the Authority Board. Duties will include, but not be limited to, review of the
quarterly and annual budgets, service as die Audit Committee for the Audhority, periodically
review this Agreement; and complete any other tasks as may be assigned by tie Board. The
Executive Committee shall be subject to all limitations imposed by this Agreement, other
applicable law,and resolutions of the Board.
C. Quorum
A majority of the Executive Committee sliall constitute a quorum for transacting
business of the Executive Committee.
11. Disposition of Assets
Upon termination of this Agreement, all remaining assets mid liabilities of die Authority
shall be distributed to the respective Members in such manner as sliall be determined by the
Board and in accordance widh die law.
12. Agreement Not Fxdusive;Openarion in jurisdiction of Member
This Agreement shall not be exclusive, and each Member expressly reserves its rights to
curry out other public capital improvements and programs as provided for by law and to issue
other obligations for those purposes. This Agreement shall not be deemed to amend or alter die
terms of other agreements among die Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Interest Code as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made to the Authority by any Member, Associate Member or any other public agency to
furdher die purpose of this Agreement. Payment of public funds may be made to defray the cost of
any contribution. Any advance may be made subject to repayment,and in that case shall be repaid
in die manner agreed upon by die advancing Member, Associate Member or other public agency
and die Authority at the time of making die advance.
15. Fiscal Year,Accounts;Reports;Annual Budget;Administharive Expenses
a. The fiscal year of die Authority sliall be die period from January 1 of cacti year to
and including the following December 31, except for any partial fiscal year resulting from a change
in accounting based on a different fiscal year previously.
b. Prior to tie beginning of each fiscal year, die Board shall adopt a budget for die
succeeding fiscal year.
C. The Authority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The books and records of the Authority are
public records and shall be open to inspection at all reasonable times by cacti Member and its
representatives.
d. The Auditor sliall either make, or contract with a certified public accountant or
public accountant to make, an annual audit of die accounts and records of the Authority. The
minimum requirements of the audit stall be those prescribed by die State Controller for special
districts under Section 26909 of the Government Code of the State of California, and shall
confornn to generally accepted auditing standards. Wien an audit or accounts and records is made
by a certified public accountant or public accountant, a report thereof shall be filed as a public
record with each Member(and also with the auditor of Sacramento County as the county in which
the Authority's office is located) within 12 months after the end of the fiscal year.
C. In any year in which die annual budget of die Authority does not exceed five
thousand dollars ($5,000.00), the Board may, upon unanimous approval o£ile Board, replace die
annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal
years.
16. Duties of Members or Associate Members;Breach
If any Member or Associate Member shall default in performing any covenant contained
herein, such default shall not excuse that Member or Associate Member from fulfilling its outer
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
the perloranance of all covenants hereof. Each Member or Associate Member hereby declares
that this Agreement is entered into for the benefit of the Authority created hereby, and each
Member or Associate Member hereby grants to tine Authority die right to enforce, by whatever
lawful means the Authority decors appropriate, all of die obligations of cacti of' the parties
hereunder. )tach and all of die remedies given to the Authority hereunder or by any law now or
hereafter enacted are cumulative, and tlhe exercise of one right or remedy shall not impair the right
of the Authority to any or all other remedies.
17. Indemnification
To die full extent pernitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Board Delegate, alternate,officer,consultant, employee or
other agent of the Authority, and who was or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was such a Delegate, alternate, olliccr,
consultant, employee or other agent of the Authority. Such indemnification may be made against
expenses, judgments, fines, settlements and other ainoun s actually and reasonably incurred in
connection with such proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Authority and, in the case of a criminal
proceeding,had no reasonable cause to believe Iiis or her conduct was unlawful and, in the case of
an action by or in the right of the Audiority, acted with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar circumstances.
18. Immunities
All of die privileges and immunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and oilier benefits which apply to die
activity of officers, agents or employees of any of die Members or Associate Members when
performing their respective functions, shall apply to them to die sone degree and extent while
engaged as Delegates or odherwise as an officer, agent or odier representative of die Authority or
while engaged in die performance of any of their functions or duties under die provisions of tris
Agreement.
19. Amendment
This Agreement may be amended by die adoption of die :uiiendnhent by die governing
bodies of a majority of the Members. The amendment sliall become effective on the first day of
die month following the last required member agency approval. An amendment may be initiated
by die Board,upon approval by a majority of die Board. Any proposed azmendment, including die
text of die proposed change, shall be given by die Board to each Member's Delegate for
presentation and action by cacti Member's board within 60 days, which Hume may be extended by
die Board.
The list of Members, Attachment 1, may be updated to reflect new and/or widhdrawn
Members widiout requiring formal amendment of die Agreement by die Audiority Board of'
Directors.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member of RCRC, its membership in the Audmorky shall
automatically terminate. A Member or Associate Member may withdraw from this Agreement
upon written notice to die Board; provided however, that no such wididrawal shall result in die
dissolution of die Audiority as long as any Bonds or other obligations of die Authority remain
outstanding. Any such wididrawal shall become effective diirty (30) clays after a resolution adopted
by die Member's governing body which authorizes withdrawal is received by die Audiority.
Notwidhstanding die foregoing, any tennination of membership or wididrawal from die Audiority
shall not operate to relieve any terminated or wididrawing Member or Associate Member from
Obligations incurred by such tenninated or wididrawing Member or Associate Member prior to
the tine of its termination or withdrawal.
20. Miscellaneous
a. Counterparts. Taus Agreement may be executed in several counterparts, each of
which sliall be an original and all of which sliall constitute but one and die s.mie instrument.
b. Construction. The section headings herein are for convenience only and are not to
be construed as modifying or goveming die language in the section referred to.
C. Approvals. Wherever in this Agreement any consent or approval is required, die
same shall not be unreasonably widilield.
d. Jtuisdiction;Venue. This Agreement is made in die State of California, under die
Constitution and laws of such State and is to be so construed; any action to enforce or interpret its
terns shall be brought in Sacramento County, California.
C. Integration. This Agreement is die complete and exclusive statement of die
agreement among die parties hereto, mid it supersedes and merges all prior proposals,
understandings, and oilier agreements, whedier oral, written, or implied in conduct, between and
among die parties relating to die subject matter of this Agreement,
G Successors;Assignment This Agreement shall be binding upon and shall inure to
die benefit of die successors of die parties hereto. Except to die extent expressly provided herein,
no Member may assign any right or obligation hereunder without the consent of the Board.
g. Severabil y. Should .my part, ternh or provision of this Agreement be decided by
die courts to be illegal or in conflict widh any law of the State of California, or otherwise be
rendered unenforceable or ineffectual, die validity of die renaming parts, terns or provisions
hereof shhall not be affected dhereby.
The parties hereto have caused this Agreement to be executed and attested by dhcir properly
authorized officers.
AS ADOPTED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated February 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended mid restated December 10, 2014
1SIGNATURLi5 ON FOLLOWING PAGFSM
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated
By: APPROVED AS70 FORRk
C"A7TOA WS
Name: D&gW�ni� ,r....�..
Title:
Attest: ( �1
�� urN wietkS
By
[Clerk of the Board Supervisors or City Clerk]
AFTER EXECUTION,PLEASE SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000'960396 1.1
ATTACHMENT i
CALIFORNIA HOME FINANCE ALTMORITY MEMBERS
As of December 10,2014
Alpine County
A.mador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
Plumas County
San Benito County
Shasta County
Sierra County
Siskiyou County
Sutter County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County
STATE OF CALIFORNIA }
COUNTY OF ORANGE } ss.
CITY OF NEWPORT BEACH }
I, Leilani I. Brown, City Clerk of the City of Newport Beach, California, do hereby certify that the
whole number of members of the City Council is seven; that the foregoing resolution, being Resolution
No. 2015-84 was duly and regularly introduced before and adopted by the City Council of said City at a
regular meeting of said Council, duly and regularly held on the 27`h day of October, 2015, and that the
same was so passed and adopted by the following vote, to wit:
AYES: Council Member Peotter, Council Member Petros, Council Member Duffield,
Council Member Muldoon, Mayor Pro Tem Dixon, Mayor Selich
NAYS: None
ABSENT: Council Member Curry
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of
said City this 28th day of October, 2015.
4&-;hvl'�
City Clerk `
Newport Beach, California
(Seal) �EWPpR�
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