Loading...
HomeMy WebLinkAbout16-071 - Resolutions RESOLUTION NO. 16-071 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA, CALIFORNIA CONSENTING 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 (SB 555 PACE PROGRAM RESOLUTION) WHEREAS, the California Home Finance Authority, a California joint powers authority, (the "Authority") has established the Community Facilities District No. 2014-1(Clean Energy) in accordance with the Mello-Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California Government Code (the "Act") and particularly in accordance with sections 53313.5(1) and 53328.1(a) (the "District"); and WHEREAS, the purpose of the District is to finance or refinance (including the payment of interest) the acquisition, installation, and improvement of energy efficiency, water conservation, renewable energy and electric vehicle charging infrastructure improvements permanently affixed to private or publicly-owned real property (the "Authorized Improvements"); and WHEREAS, the Authority is in the process of amending the Authority Joint Powers Agreement (the "Authority JPA") to formally change its name to the Golden State Finance Authority; and WHEREAS, the City of Rancho Cucamonga is committed to development of renewable energy generation and energy efficiency improvements, reduction of greenhouse gases, and protection of the environment; and WHEREAS, in the Act, the Legislature has authorized a parcel within the territory of the District to annex to the District and be subject to the special tax levy of the District only (i) if the city or county within which the parcel is located has consented, by the adoption of a resolution by the applicable city council, to the inclusion of parcels within its boundaries in the District and (ii) with the unanimous written approval of the owner or owners of the parcel when it is annexed (the "Unanimous Approval Agreement"), which, as provided in section 53329.6 of the Act, shall constitute the election required by the California Constitution; and WHEREAS, the City wishes to provide innovative solutions to its property owners to achieve energy efficiency and water conservation and in doing so cooperate with Authority in order to efficiently and economically assist property owners in the City in financing such Authorized Improvements; and WHEREAS, the Authority has established the District, as permitted by the Act, the Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the City, desires to become an Associate Member of the JPA by execution of the JPA Agreement, a copy Resolution No. 16-071 — Page 1 of 16 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 Rancho Cucamonga, hereby resolves the foregoing recitals are incorporated herein as if set forth in full. 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 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. Section 6. This Resolution shall take effect immediately upon its adoption. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. Resolution No. 16-071 — Page 2 of 16 PASSED, APPROVED, AND ADOPTED this 6th day of July 2016. AYES: Alexander, Kennedy, Michael, Spagnolo, Williams NOES: None ABSENT: None ABSTAINED: None L. Dennis ichael, May r ATTEST: nice C. Reyn ds, Ci Clerk I, JANICE C. REYNOLDS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved and adopted by the City Council of the City of Rancho Cucamonga, California, at a Regular Meeting of said City Council held on 6'h day of July 2016. Executed this 7th day of July 2016 at Rancho Cucamonga, California. 194aCi-- et. ice Reynolds, Ci Clerk Resolution No. 16-071 — Page 3 of 16 CALIFORNIA HOME FINANCE AUTHORITY 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 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 ("CRI-IMFA") was created by a Joint Exercise of Powers Agreement.dated July I, 1993 pursuant. to the Joint Exercise of Powers Act (commencing with Article I of Chapter 5 of Division 7 of Title I of the Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on January 1.5, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. The most recent amendment to the Joint.Exercise of Powers Agreement was on January 28, 2004. B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm, clarify and revise certain provisions of the joint powers agreement, including the renaming of the Joint.powers authority, as set forth herein. C. WHEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement and rehabilitation of real property. D. AVI-1E11[AS, by this Agreement, die Members desire to create and establish a joint powers authority to exercise their respective powers for the purpose of finauncing the construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of the 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 the meanings specified below: "Act" means the Joint Exercise of Powers Act, commencing with Article I of Chapter 5 of Division 7 of Title 1 of the Govenumert Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985, as tuneuded. "Agreement" means this Joint Exercise of Powers Agreement, as the same now exists or as it may from time to time be amended as provided herein. Resolution No. 16-071 — Page 4 of 16 "Associate Member" means a county, city or other public agency which is not a voting member of tlse Rural County Representatives of California, a California nonprofit corporation ("RCRC"), wilh legal power and authority similar to that of the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. "Audit Committee" menus a committee made up of the nine-member Executive •Conunittcc. "Authority" means California Hone Finance Authority ("CHF"), formerly known as CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board" means the governing board of the Authority as described in Section 7 below. "Bonds means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and outer securities or obligations issued by the Authority, or fncmcing agreements entered into by the Authority pursuant to the Act and any other obligation within the meaning of the term "Bonds" under the Act. "Delegate" uncaps site Supervisor designated by the governing board of each Member to serve on die Board of the Authority. "Executive Committee" means the nine-member Executive Committee ittee of the 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 the Authority. "Obligations" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued 1w the Authority, or financing agreements entered into by the Authority pursuit to the Act and any other financial or legal obligation of Ilse Authority under the Act. "Program" or "Project" means ally work, improvement, program, project or service undertaken by the Authority. "Rural County Representatives of California" or "RCRC" means the nonprofit entity incorporated under that name in the State of California. "Supervisor" means an elected County Supervisor from aur RCRC member comity. 2. Purpose The purpose of the Authority is to provide financing for the acquisition, coustnutiou, , improvement and rehabilitation of real property in accordance with applicable provisions of law lir the benefit of residents and communities. In pursuit of this purpose, this Agreement provides for the joint exercise of powers con1111011 to any of its Members and Associate Members as provided herein, or otherwise authorized by die Act aid other applicable Luys, including assisting Resolution No. 16-071 — Page 5 of 16 in finauncing as authorized herein,jointly exercised in the manner set forth herein. 3. Principal Place of Business The principal office of die Authority shall he 1215 K Street, Suite 1650, Sacramento, Califioruia 9.5814. 4. Creation of Authority;Addition of Members or Associate Members a. The Authority is hereby created pusuant. to the Act. As provided in die Act, the Authority shall be a public entity separate aid distinct from the Members or Associate Members. b. The Authority will cause a notice of this Agreement or any amendment hereto to be prepared and tiled with the office of the Secretary of State of California in a timely fashion in the manner set forth in Section 6503.3 of the Act. c. A county thatis a member of RCRC may petition to become a member of the Authority by submitting to the Board a resolution or evidence of other formal action taken by its governing body adopting this Agreement. The Board shall review the petition lir membership and shall vote to approve or disapprove the petition. If the petition is approved by a majority of the Board, such county shall immediately become a Member of the Authority. d. Au Associate Member nlay be added to the Authority upon the affirmative approval of its respective governing board and pursuant to action by the Authority Board upon such terms and conditions, and with such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terms and conditions, and rights, privileges aid responsibilities may vary among the Associate Members. Associate Members shall be entitled to participate in one or more programs of the Authority as determined by the Board, but shall not be voting members of the Board. The Executive Director of the Authority shall enforce the terms and conditions for prospective Associate Members to the Authority as provided by resolution of the Board and as aiiended from time to time by the Board. Changes in the tams aid conditions Ior Associate Membership by the Board will not constitute an amendment of this Agreement. 5. Tenn and Termination of Powers This Agreement shall become effective from the date hereof until the 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 the Authority shan 't() longer own or hold uhy 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 the exercise of the powers herein gratified be terminated until all Bonds so issued and delivered and the interest thereon shall have been paid or provision lir such payment shall have been made and any other debt. incurred with 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 Resolution No. 16-071 — Page 6 of 16 a. To ellecluate its purpose, the Authority shall have the 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 the conditions and restrictions herein continued. 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 couuly. b. The Authority may adopt, from time to time, such resolutions, guidelines, rules and regulations lir the conduct of its meetings and the activities of the Authority as it deems necessary or desirable to accomplish its purpose. c. The Authority shall have the power to finance the construction, acquisition, improvement and rehabilitation of real property, including the power to purchase, with the amounts received or to be received by it pursuantto a bond purchase agreement, bonds issued by any of its Members or Associate Members mill other local agencies at public or negotiated sale, for the purpose set. forth herein and in accordance with the Act. All or any part of such bonds so purchased may be held by the Authority or resold to public or private purchasers at public or negotiated sale. The Authority shall set any other terms and conditions of any purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of the Act. The Authority may issue or cause to he issued Bonds or other indebtedness, and pledge any of its property or revenues as security to the extent permitted by resolution of the Board under any applicable provision of law. The Authority may issue Bonds in accordance with the Act in order to raise Bunds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue other loans of indebtedness authorized by the Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, the Authority's intend resources, capital markets and other fonns of private capital investment authorized by die Act.. d. The Authority is hereby authorized to do all acts necessary lir the exercise of iLs powers, including, but not limited to: (I) executing contracts, (2) employing agents, consultants and employees, (3) acquiring, constructing or providing for maintenance and operation of any building, work or unprovemcnt, (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, Isms, corporations or governmental entities, (7) stung and berg sued in its own name, and litigating or settling any suits or claims, (S) 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 the acquisition, installation and improvement of energy efficiency, water Resolution No. 16-071 — Page 7 of 16 conservation and renewable energy improvements to or on real property mid in buildings. The Authority may enter into one or more agreements, including trilhout lion tion, participation agreements and implementation alreemeuts to implement such programs. c. Subject to the 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 finds as the Board deems advisable, in the same manner and upon the same conditions as local agencies pursuant to Section 58601 of the Government Code of the State of California. All property, equipment, supplies, funds mid records of the Authority shall he owned by the Authority, except as may be provided otherwise herein or by resolution of the Board. g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and obligatiin of the Authority shall not be debts, liabilities and obligations of the Members or Associate Members. Any Bonds, together with any interest aid premium thereon, shall not constitute debts, liabilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of the Authority but shall he payable solely from the moneys pledged to the repayment of principal or interest on such Bonds under the terms of the resolution, indenture, tntst, agreement. or other instruunentpusuant to which such Bonds are issued. Neither die Members or Associate Members nor the Authority shall be obligated to pay the principal of or premium, if any, or interest on the Bat ids, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Memhers or Associate Members or the Authority shall he pledged to the payment of the principal of or premium, if any, or interest on the Bonds, nor shall the 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 the Authority in an individual capacity, and neither the 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 the issuance of any Bonds. 7. Governing Board a. The Board shall consist of the number of Delegates equal to one representative from each Member. b. The govendng 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 in writing (which may be by electronic email) to the Authority and shall be effective until he or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing body of the Member in die same manner provided in this paragraph b.. c. Tlhe governing body of cacti Member of the Board shall appoint a Supervisor as au alienate to serve on the Board in the absence of the Delegate; the alien tate may exercise all the Resolution No. 16-071 — Page 8 of 16 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 mailers. No alternate may have more than one vote at airy meeting of the Board, and any Member's designation of an alternate shall be delivered in writing (which may he by electronic maul) 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 shall be tilled by the governing body of the Member in the same manner provided iu 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 the Chair, participate in open meetings he or she attends. c. Each Associate Member may designate a non-voting representative to the Board who may not be cowtted toward a quorum but who may attend open meetings, propose agenda itemus and otherwise participate in Board Meetings. Delegates shall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection with such service pursuamt to rules approved 1w the Board amt subject to the availability of funds. g. The Board shall have the power, by resolution, to the extent permitted by the Act or augv other applicable law, to exercise inn: powers of the Authority and to delegate any of its functions to the Executive Committee or one or more Delegates, officers or agents of the Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute airy documents for and in the name auut on behalf of the Board or the Authority. In. The Board may establish such committees as it deems necessary lir any lawful purpose; such committees are advisory only and may not act or purport to act on behalf of the Board or die Authority. i. The Board shall develop, or cause to be developed, and review, modify as necessary, azul adopt each Program. 8. Meetings of the Board a. The Board shall meet at least once annually, but may meet more frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called, noticed, held quad conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Pail I of Division 2 of Title i of the Government Code of the State of California. c. The Secretary of the Authority shall cause minutes of all meetings of the Board to be taken and distributed to each Member as soon as possible abler each meeting. d. The lesser of twelve (12) Delegates or a majority of the number of current Delegates shall constitute a quorum for transacting business at any meeting of the Board, except Resolution No. 16-071 — Page 9 of 16 that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote. c. Meetings may be held at any location designated in notice properly given for a meeting and may be conducted by telephonic or similar means in any manner otherwise allowed by law. 9. Officers;Duties; Official Bonds a. The Board shall electa chair and vice chair from among the Delegates at the Board's annual meeting who shall serve a term of one (1) year or until their respective successor is elected. The chair shall conduct. die 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 the unavailability of the chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to the Authority, and the President and Chief Executive Officer of RCRC shall serve ex ollicio as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of the Authority, the Executive Director is authorized to execute contracts and other obligations of the Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perforin other duties specified 1w the Board. The Executive Director may appoint such other officers as may be required for the orderly conduct of the Authority's business and affairs who shall serve at the pleasure of the Executive Director. Subject to the applicable provisions of any indenture or resolution providing fir a trustee or other fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of the Authority's funds, from whatever source, and, as such, shell have tie powers, duties and responsibilities specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Act. c. The Legislative Advocate for the Authority shall be the Rural County Representatives of California. d. The Treasurer and Auditor arc public officers who have charge of, handle, or have access to all property of the Authority, and a bond lir such officer in the amount. of at least one Inn thousand dollars ($100,000.00) shall he obtained at the expense of the Authority and filed with the Executive Director. Such bond may secure the faithful performance of such officer's duties with respect to another public office if such bond in at least the same amount specifically mentions the office of tie 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 the Act. c. The business of the Authority shall be conducted under t e supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition Resolution No. 16-071 — Page 10 of 16 The Authority shall appoint nine (9) members of its Board to sent on an Executive Committee. b. Powers and Limitations The Executive Committee shall act, iii nt advisory capacity mid make recommendations to the Authority Board. Duties will include, but not be limited to, review of the quarterly and iumual budgets, service as the Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as nay be assigned by the Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of the Board. c. Quommn A majority of the Executive Committee shall constitute a quorum for transacting business of(lie Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of the Authority shall be distributed to Due respective Members in such manner as shall be determined by the Board and in accordawee with the law. 12. Agreement Not Exclusive; Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to early out other public capital improvements and programs as provided Iia by law and to issue other obligations lin' those purposes. This Agreement. shall not be deemed to amend or alter the terms of other agreements among the 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 fiords and of personnel, equipment or property may be made to Ilse Authority 1w any Memuber, Associate Member or any other public agency to further the purpose of this Agreement. Payment of public fronds 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 the manner agreed upon by the advancing Member, Associate Member or other public agency aid the Authority atdoe time of making Ilse advance. 1.5. Fiscal Year;Accounts;Reports;Annual Budget Administrative Expenses a. The fiscal year of the Authority shall be the period from January I of each year to at id including the following December 31, except for any partial fiscal year resulting from a change Resolution No. 16-071 — Page 11 of 16 in accounting based on a different fiscal year previously. b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for die succeeding fiscal year. c. The Authority shall establish and ria intun such finds and accounts as may he required by generally accepted accounting principles. The hooks ;.ml records of the Authority arc public records and shall be open to inspection at all reasonable limes by each Member and its re preseiitatives. d. The Auditor shall either make, or contract with a certified public accountata or public accountant to make, an annual audit of the accounts and records of the Authority. The minimum requirements of the audit shall be (hose prescribed by the Slate Controller For special districts under Section 26909 of the Government Code of the Slate of California, and shall conform to generally accepted auditing standards. AVheI an audit of accounts and records is shade by a certified public accountant or public accountant, a report thereof shall be liled as a public record with each Member (and also with die auditor of Sacramento Comity as lie county in which the Authority's office is located) within 12 months tidier the end of die fiscal year. c. In any year in which the annual budget of die Authority does not exceed live trousaurd dollars ($5,000.00), die Board may, upon unaninious approval of the 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 other obligations Hereunder, and such defaulting Member or Associate Member shall remain liable for the perfonuance 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 the Authority die right to enforce, by whatever lawful means the Authority deems appropriate, all of die obligations of each of die parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative, acid die exercise of one right or remedy shall not impair die right of die Authority to any or all other remedies. 17. Indemnification To the lull extent permitted 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, officer, consultuit, employee or other agent of the Authority. Such indemnification may be made against expenses, judgments, lines, settlements and oilier amounts 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 Resolution No. 16-071 — Page 12 of 16 proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as au 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 pcusiou, relief, disability, workers' compensation and other benefits which apply to the activity or officers, agents or employees of any of the Members or Associate Members when performing their respective functions, shall apply to diem to the same degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of die Authority or while engaged in the perfornhance of iumy of their functions or duties under the provisions of this Agreement. 19. Amendment This Agreement may be amended by the adoption of the amendment by the governing bodies of a majority of the Members. The amendment. shall become effective on die first day of the mouth following the last required member agency approval. An ameudmcut may be initiated by the Board, upon approval 1w a majority of tie Board. Any proposed amendment, including the text. of the 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. The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring formal amendment of the Agreement by the Authority Board of Directors. 20. Withdrawal of Member or Associate Member 11 a Member withdraws as member of 1C1C, its membership in die Authority shall automatically terminate. A Member or Associate Member may withdraw from this Agreement upon written notice to the Board; provided however, tial no such withdrawal shall result in die dissolution of die Authority as long as any Bowls or other obligations of the Authority remain outstanding. Any such withdrawal shall become effective thidy (30) days after a resolution adopted by die Member's governing body which authorizes withdrawal is received by the Authority. Notwitlhstaudiug the foregoing, any termination of membership or withdrawal from the Authority shall not operate to relieve any terminated or withdrawing Member or Associate Member from Obligations incurred by such terminated or withdrawing Member or Associate Member prior to the time of its ternuiation or withdrawal. 20. Miscellaneous a. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original mid all of which shall constitute but one and the same instrument. b. Construction. The section headings herein are for convenience only mid are not to Resolution No. 16-071 — Page 13 of 16 be construed as modifying or governing the language in the section referred to. c. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is nmacle 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 tenns shall be brought in Sacramento County, California. c. Integration. This Agreement is the complete and exclusive statement of the aagreementamong the parties hereto, and it supersedes and merges all prior proposals, understandings, and ollccr agreements, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreeuaetit. I. Successors; Assignment. This Agreement shall be binding upon mid shall inure to the benefit.of the successors of tlhe parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder wilhoutthe consent of the Board. g. Severability. Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of Calilontia, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOP"I'lD BY THE. MEMBERS: Originally dated July I, 1993 Amended and restated December 10, 1998 Amenuded al restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 I SIGfV4 TURES ON FOLLOWING P4 GEM Resolution No. 16-071 — Page 14 of 16 ATTACHMENT 1 CALIFORNIA HOME FINANCE AUTHORITY MEMBERS As of December 10. 2014 Alpine County Amador 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 Comely Modoc County Mono County Napa County Nevada Couuly 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 Resolution No. 16-071 — Page 15 of 16 SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: Dated: By: Name: Title: Attest: By [Clerk of the Board Supervisors or City Clerk] Resolution No. 16-071 — Page 16 of 16