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HomeMy WebLinkAbout2015-85 - Authorizing the City’s Consent 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, Electric Vehicle Charging RESOLUTION NO. 2015-85 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 PROGRAM TO FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS, 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 et seq.) ("Act") and the Joint Power Agreement entered into on July 1, 1993, as amended from time to time ("JPA"); WHEREAS, the Authority is in the process of amending the Authority JPA to formally change its name to the Golden State Finance Authority; WHEREAS, Authority has established a property-assessed clean energy ("PACE") Program ("PACE Program") to provide for the financing of renewable energy generation, energy and water efficiency improvements, and electric vehicle charging infrastructure ("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; WHEREAS, the City of Newport Beach ("City") is committed to the development of renewable energy generation, energy and water efficiency improvements, reduction of greenhouse gases, and protection of the environment; WHEREAS, in Chapter 29, the California legislature has authorized cities and counties to assist property owners in financing the cost of installing Improvements through a voluntary contractual assessment program; 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; WHEREAS, the City wishes to provide innovative solutions to its property owners to achieve energy and water efficiency, and in doing so, will cooperate with the Authority in order to efficiently and economically assist property owners within the City in financing such Improvements; Resolution No. 2015-85 Page 2 of 3 WHEREAS, Authority has established the PACE Program, 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, to which 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; 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, 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 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 there over 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. Resolution No. 2015-85 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 by the City Council, 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 E ward D. Selich Mayor ATTEST: PORT Leilani I. Brown v City Clerk 0.14.1 Pop- Attachment: Exhibit A: JPA Agreement Exhibit A JPA Agreement CALIFORNIA HOME FINANCE AUTHORITY AMENDED AND RESTATED JOINT EI(EERCISE OF POWERS AGREEMENT (Original date July 1, 1993 and as last amended and restated December 10, 2014) THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ("Agreement") is entered into by and among the counties listed on Attachment 1 hereof and incorporated herein by reference. All such counties are referred to herein as "Members" with die respective powers,privileges and restrictions provided herein. RECITALS A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was created by aJoint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Tide 1 of die Government Code of die State of California (the "Act'). By Resolution 2003-02, adopted on January 15, 2003, the name of die 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, reaffirm, clarify and revise certain provisions of the joint powers agreement, including die renahning of die joint powers authority, as set forth 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 die jurisdiction of die Authority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, die Members individually and collectively agree as follows: 1. Definitions Unless die context otherwise requires, die following tonus shall for purposes of this Agreement have the meanings specified below: "Act" means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Tide I of die Government Code of die Suite of California, including die Marks-Roos Local Bond Pooling Act of 1985,as amended. "Agreement."means diis Joint Exercise of Powers Agreement, as die saline now exists or as it may from time 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 membersltip herein by vote of die Board. 'Audit Committee" means a committee made up of die nine-member Executive Committee. "Authority" means California Home Finance Audiority ("CHF"), forinerly known as CRHMFA Homebuyers 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 Audiority, or financing agreements entered into by die Audiority pursuant to die Act and any odher obligation widen die meaning of the ternn'Bonds"under die Act. `Delegate" means die Supervisor designated by die governing board of each Member to serve on the Board of the Authority. "Executive Committee" means die nine-member Executive Committee of die Board established pursuant to Section 10 hereof: "Member" means any county which is a member of RCRC, has executed this Agreement and has become a member of die Authority. "Obligations" 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 Audiority pursuant to die Act and any other financial or legal obligation of die Authority under die Act. "Program" or "Project" means any work, improvement, program, project or service undertaken by die Authority. `Rural County Representatives of California" or "RCRC" means die nonprofit entity incorporated under that mune in die State of California. "Supervisor'means an elected County Supervisor from an RCRC member county. 2. Purpose The purpose of die Authority is to provide financing for die acquisition, construction, , improvement and rehabilitation of real property in acconlance wide 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 herein, or odherwise authorized by die Act avid other applicable laws, including assisting in financing as authorized herein,jointly exercised in die manner set forth herein. 3. Principal Place of Business The principal office of die Authority shall be 1215 K Street, Suite 1650, Sacruncnto, California 95814. 4. Creation of Authority;Addition of Members or Associate Members a. "flee Authority is hereby created pursuant to die Act. As provided in die Act, tie Audiority shall be a public entity separate and distinct from die Members or Associate Members. b. The Audiority will cause a notice of this Agreement or any ainendnient hereto to be prepared and filed widi die office of die Secretary of State of California in a timely lashion in die manner set fordh 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 fornial action taken by its governing body adopting this Agreement. The Board sliall 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 the Audiority. d. An Associate Member may be added to die Authority upon the affirmative approval of its respective governing board and pursuant to action by die Audiority Board upon such ternis and conditions, and widi such rights, privileges and responsibilities, as may be established from fine to time by die Board. Such ternis and conditions, and rights, privileges and responsibilities may vary ahmong tie Associate Members. Associate Members shall be entitled to participate in one or more prograins of tic Authority as determined by the Board, but shall not be voting members of die 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 die Board and as aniended from time to time by die Board. Changes in die terns and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement S. Term and Termination of Powers This Agreement sliall become effective from the date hereof until die earlier of the time when all Bonds and any interest thereon shall have been paid in full, or provision for such payment shall [have been made,or when die Authority sliall no longer own or hold any interest in a public capital improvement or prograni. The Authority shall continue to exercise die powers herein conferred upon it until termination of this Agreement, except diaL if any Bonds are issued and delivered, in no event sliall die exercise of Clic powers herein grained 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 widi respect to any other financing program established or administered by the Authority has been repaid in full and is no longer outstanding. 6. Powers;Restriction upon Exercise a. To effectuate its purpose, die Authority sliall have the power to exercise any and all powers of the Members or of a joint powers authority under die Act and other applicable provisions of law, subject, however, to die conditions and restrictions herein contained. ) ach Member or Associate Member may also separately exercise any and all such powers. The powers of die Audhority are limited to diose ora general law county. b. The Audhorily may adopt,from time to time, such resolutions,guidelines, rules and regulations for die conduct of its meetings and die activities of die AuthoriLy as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have die power to Finance die constmction, acquisition, improvement and rehabilitation of real property, including die power to purchase, wide die amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by any of its Members or Associate Members and other local agencies at public or negotiated sale, for die purpose set ford[ herein and in accordance with die Act. All or any part of such bonds so purchased may be lheld by die 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 furdier<ance of the 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 die extent penuitted by resolution of the Board under any applicable provision of law. The Authority may issue Bonds in accordance widh the Act in order to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue odner forms of indebtedness andiorized by die Act, and to secure such debt, to further such purpose. The Audiority may utilize other focus 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. T7ne Audhority is lhereby audhorized 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, (4) acquiring, holding or disposing of real or personal property wherever located, including property subject to mortgage, (5) incurring debts,liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, limns, corporations or governmental entities, (7) suing and being sued in its own name, and litigating or setting any suits or claims, (8) doing any and all things necessary or convenient to the exercise of its specific powers and to accomplishing its purpose (9) establishing and/or administering districts to finance and refinance tlhe acquisition, installation and improvement of energy eflicicilcy, water conservation and renewable energy improvements to or on real property and in buildings. The Authority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs. e. Subject to die applicable provisions of any indenture or resolution providing for the investment of monies field thereunder, tire Audiority shall have die power to invest any of its funds as die Board deems advisable, in die sante manner and upon die saine conditions as local agencies pursuant to Section 53601 of die Government Code of die Slate of California. E All property, equipment, supplies, funds and records of the Authority shall be owned by die Authority, except as may be provided otherwise herein or by resolution of die Board. g. Pursuant to die provisions of Section 6508,1 of the Act, die debts, liabilities and obligations of die Authority sliall not be debts, liabilities and obligations of die Members or Associate Members. Any Bonds, together with any interest and premium thereon, shall not constitute debts, liabilities or obligations of any Member. 'file Members or Associate Members hereby agree that any such Bonds issued by die Audiority shall not constitute general obligations of die Authority but shall be payable solely from die moneys pledged to tie repayment of principal or interest on such Bonds under die terms of the resolution, indenture, trust, agreement or odher instrument pursuant to which such Bonds are issued. Neidher the Members or Associate Members nor die Authority shall be obligated to pay die principal of or premium, if any, or interest on die Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither die faith and credit nor tiie taxing power of die Members or Associate Members or die Authority shall be pledged to die payment of die principal of or premium, if any, or interest on die Bonds, nor sliall die Members or Associate Members of the Authority be obligated in any manner to make any appropriation for such payment No covenant or agreement contained in any Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of die Authority in an individual capacity, and neither die Board nor any officer thereof executing the Bonds or any document related thereto shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of die issuance of any Bonds. 7. Governing Board a. The Board shall consist of die number of Delegates equal to one representative from tach Member. b. The governing body of each Member sliall appoint one of its Supervisors to serve as a Delegate on tiie Board. A Member's appointment of its Delegate sliall be delivered in writing (which may be by electronic mail) to die Authority and sliall be effective until lie or she is replaced by such governing body or no longer a Supervisor; any vacaihcy sliall be filled by die governing body of die Member in tie saint manner provided in this paragraph b.. C. `laic governing body of each Member of the Board shall appoint a Supervisor as an alternate to serve on die Board in die absence of die Delegate; tie alternate may exercise all tie rights and privileges of the Delegate, including die right to be counted in constituting a quorum, to participate in the proceedings of die Board, and to vote upon any and all matters. No alternate may have more diari one vote at any meeting of die Board, and any Member's designation of an alternate shall be delivered in writing (wNch may be by electronic mail) to die Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by die governing body of die Member in the sa nic manner provided in this paragraph c- d. Any person who is not a member of the governing body of a Member and who attends a meeting on behalf of such Member may not vote or be counted toward a quorum but may, at the discretion of die Chair,participate in open meetings he or she attends. e. 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 otherwise participate in Board Meetings. f. Delegates shall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection wida such service pursuant to rules approved by die Board and subject to the availability of funds. g. The Board shall have the power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise any powers of the Authority and to delegate any of its functions to the Executive Committee or one or more Delegates, officers or agents of die Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in the name and ori behalf of die Board or die Authority. It. The Board may establish such committees as it deems necessary for any lawful purpose; such committees arc advisory only and may not act or purport to act on behalf of the Board or the Authority. i. The Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. 8. Meetings of the Board a. The Board shall meet at least once annually, but may meet more frequently upon call orally officer or as provided by resolution of die Board. b. Meetings of die Board shall be called, noticed, held and conducted pursuant to tae 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 die State of California. C. The Secretary of die Audrority shall cause minutes of all meetings of the Board to be taken and distributed to each Member as soon as possible after each nneeting. d. The lesser of twelve (12) Delegates or a majority of die number of current Delegates shall constitute a quonun for transacting business at any meeting of die Board, except Thal 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 property 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 I Tile Board shall elect a chair and vice chair from among die Delegates at die Board's annual meeting who shall serve a tens of one (1) year or until their respective successor is elected. The chair shall conduct die meetings of die Board and perform such other duties as may be specified by resolution of the Board. The vice chair shall perform such duties in die absence or in die event of the unavailability of the chair. b. 'llhe Board shall contract annually widh 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 ollicio as Executive Director, Secretary, Treasurer, and Auditor of die Authority. As chief executive of die Authority, die Executive Director is authorized to execute contracts and other obligations of die Authority, unless prior Board approval is required by a dhird party, by law or by Board specification, and to perforin oilier 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 affairs who shall serve at die pleasure of die Executive Director. Subject to die applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, die Executive Director, as Treasurer, is designated as die custodian of die Authority's funds, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of die Act. The Executive Director, as Auditor, slhall have die powers, duties and responsibilities specified in Section 6505.5 of die Act. C. The Legislative Advocate for die Authority slaall be rine Rural County Representatives of California. d. The Treasurer and Auditor are public officers who have charge of, liandle, or have access to all property of the Audiority, and a bond for such officer in die aniounL of at least one hundred thousand dollar ($100,000.00) shall be obtained at die expense of die Authority and filed with die Executive Director. Such bond may secure die faithful performance of such officer's duties with respect to another public office if such bond in at least die seine amount specifically mentions die office of die Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant, in compliance with Section 6505 of 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 shall 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 reconunendations to the Authority Board. Duties will include, but not be limited to, review of die quarterly and annual budgets, service as die Audit Committee for die Authority, periodically review this Agreement; and complete any odher 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 die Board. C. Quorum A m.}jority of die Executive Committee shall constitute a quorum for transacting business of the Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of die Authority sliall be distributed to die respective Members in such manner as shall be determined by die Board and in accordance wide die law. 12. Agreement Not Exclusive;Operation in Jurisdiction of Member Tliis Agreement shall not be exclusive, and each Member expressly reserves its rights to carry out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. This Agreement slhall not be deemed to amend or alter die terns of odher 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 die Authority by any Member, Associate Member or any other public agency to furdier die purpose of this Agreement. Payment of public funds may be made to defray die cost of any contribution. Any advance may be made subject to repayment,and in that case slhall be repaid in die mariner agreed upon by die advancing Member, Associate Member or other 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 die Audhority shall be the period from January 1 of tach 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 the 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 tie Authority are public records and shall be open to inspection at all reasonable Times by each Member and its representatives. d. The Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of the accounts and records of die Authority. '1'Ihe minimum requirements of die audit shall be those prescribed by the State Controller for special districts under Section 26909 of die Government Code of die State of California, and shall confomn to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountanL or public accountant, a report thereof sliall be filed as a public record with each Member(and also with die auditor of Sacramento County as the county in which die Authority's office is located) within 12 months alter die 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), die Board may, upon unanimous approval of the Board, replace tie 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 sliall default in performing any covenvhL contained herein, such default sliall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for die perfornnance of all covenants hereof. Each Member or Associate Member hereby declares that this Agreement is entered into for die benefit of the Authority created hereby, and each Member or Associate Member hereby grants to die Authority die right to enforce, by whatever lawful means die Authority deems appropriate, all of die obligations of each of die parties hereunder. Each and all of die remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative, and die exercise of one right or remedy shall not impair die right of the Authority to any or all other remedies. 17. Indemnification To die full extent penuitted by law, die Board may authorize indemnification by die Authority of any person who is or was a Board Delegatc, 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 tie 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, judgements, fines, settlements and other aunounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faidh and in a mariner such person reasonably believed to be in die best interests of die Authority and, in die case of a criminal proceeding,had no reasonable cause to believe his or her conduct was unlawful and, in die case of an action by or in die right of die Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18. Immunities All of the privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers compensation and other benefits which apply to die activity of officers, agents or employees of any of die Members or Associate Members when performing their respective functions, shall apply to dhcnh to the saline degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of die Audhorky or while engaged in die perfornhamce of any of dhcir functions or duties under die provisions of this Agreement. 19. Amendment This Agreement may be amended by the adoption of die amendment by die governing bodies of a majority of the Members. The amendment slhall become effective on die first day of die mondh following the last required member agency approval. An amendment may be initiated by die Board,upon approval by a majority of the Board. Any proposed amendment,including die text of die proposed change, shall be given by the Board to each Member's Delegate for presentation and action by each Members board within 60 days, which time may be extended by the Board. 'fie list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring fornhal amendment of the Agreement by the Authority Board of Directors, 20. Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in the Authority shall automatically terminate. A Member or Associate Member may withdraw from this Agreement upon written notice to the Board; provided however, that no such withdrawal slhall result in the dissolution of die Authority as long as any Bonds or other obligations of the Authority remain outstanding. Any such withdrawal slhall become effective thirty (30) days after a resolution adopted by the Members governing body which authorizes withdrawal is received by die Authority. Notwithstanding the foregoing, any termination of membership or withdrawal from die Authority shall not operate to relieve any tenninated or withdrawing Member or Associate Member from Obligations incurred by such terminated or withdrawing Member or Associate Member prior to the time of its tenmination or withdrawal. 20. Miscellaneous a. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which slhalt constitute but one and die sone instrument. b. Construction. The section headings herein are for convenience only and are not to be construed as modifying or governing die language in die section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, die same shall not be unreasonably withheld. d. Jurisdiction;Venue. This Agreement is made in the State of California, under the Constitution and laws of such State and is to be so construed; any action to enforce or interpret its teens shall be brought in Sacrahnento County, California. C. Integration. This Agreement is die complete and exclusive statement of the agreement among die parties hereto, and it supersedes and merges all prior proposals, understandings, and odner agreements, wlhedher oral, written, or implied in conduct, between and among die parties relating to die subject matter of this Agreement. f. Successors;Assignment. This Agreement slhall be binding upon and shall inure to die benefit of die successors of the paries hereto. Except to die extent expressly provided herein, no Member may assign any right or obligation hereunder without die consent of the Board. g. Severability. Should any part, temp 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 remaining parts, terns or provisions hereof sliall not be affected thereby. The parties hereto have caused this Agreement. to be executed and attested by dhcir properly audhorized 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 Atnended and restated December 10, 2014 1 SIGNA TUM ON FOLLOWING PAGTSM SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: Dated: By APPROV®A870FORM: cmrA �© �! Name: Title: l( i, Attest: C+ty Attomay �,,e�arks 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 82671.0000019603861.1 ATTACHMENT 1 CALIFORNIA HOME FINANCE AUTHORITY MEMBERS As of December 10,2014 Alpine County Ainador County Butte County Calaveras County Colusa County Del Norte County Tl 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. 2015-85 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 27th 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. City Clerk Newport Beach, California (Seal) ee;Pp�'V 0� U �x C141 'J"