CC Resolution No. 17-012 Consenting to the Inclusion of Properties within the City's Jurisdiction in the California HOME Finance Authority Community Facilities District No. 2014-1 (Clean Energy) to Finance RenewalablRESOLUTION NO. 17-012
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO,
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
Recitals
WHEREAS, the California Home Finance Authority, a California joint powers
authority, (the" Authority") has established the Community Facilities District No. 2014-
l(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 .l(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 Cupertino 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 conse nted, by the
adoption of a resolution by the applicable city council or county board of supervisors, to
the inclusion of parcels within its boundaries in the District and (ii) with the unanimous
written approval of the owner or owners of the parcel when it is annexed (the
C ity CF O Op t-In
8267 1.0000 I \9523870.4
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"Unanimous Approval Agreement"), which, as provided in section 53329 .6 of the Act,
shall constitute the election required by the California Constitution; and
WHEREAS, the City wishes to provide innovative solutions to its property owners
to achieve energy efficiency and water conservation and in doing so cooperate with
Authority in order to efficiently and economically assist property owners the City in
financing such Authorized Improvements; and
WHEREAS, the Authority has established the District, as permitted by the Act, the
Authority JPA, originally made and entered into July 1, 1993, as amended to date, and
the City, desires to become an Associate Member of the JPA by execution of the JPA
Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the
programs of the JP A and, to assist property owners within the incorporated area of the
City in financing the cost of installing Authorized Improvements; and
WHEREAS, the City will not be responsible for the conduct of any special tax
proceedings; the levy and collection of special taxes or any required remedial action in
the case of delinquencies in the payment of any special taxes in connection with the
District.
NOW, THEREFORE, BE IT RESOLVED THAT:
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.
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.
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 impos ed in this resolution,
to take each and every step required for or suitable for financing the Authorized
Improvements.
C it y CFO Opt-In
8267 1.0000 1\9523870.4
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4. This City Council hereby approves joining the JP A as an Associate Member
and authorizes the execution by appropriate City officials of any necessary documents to
effectuate such membership.
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.
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.
PASSED AND ADOPTED at a Regular Meeting of the City Council of the City of
Cupertino the 7th day of February, 2017 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Members of the City Council
Vaidhyanathan, Paul, Chang, Scharf, Sinks
None
None
None
APPROVED:
~LSJL 'I±_ ~v~~
Grace Schmidt, City Clerk
C ity CFD Opt-In
8267 1.0000 I \9523870.4
Savita Vaidhyanathan, Mayor,
City of Cupertino
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City CFD Opt-In
8267 1.0000 I \9523870 .4
Exhibit A
JP A Agreement
[to be inserted]
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EXHIBIT A
CALIFORNIA HOME FINANCE AU1HORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original dateJuly 1, 1993 and as last amend e d and restated D ecember 10 , 2014)
THIS AJVIENDED Al'\T D RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among the counties liste d on Attachment 1 hereof and
incorporate d he re in by refe re nc e . All such counties a.r e re ferred to here in as "M e mbe rs" with the
respective powers, privil eges and res triction s provid ed h ere in.
RECITALS
A . ,i\THEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
created b y a Joint Exercise or Powe r s Agreement date d July 1, 1993 pursuant to the Joint Exercise
of Powers Act (comme ncing "'~th Article 1 of Chapter 5 of Division 7 of Title 1 of tl1 e
Government Code of tl1 e State of California (tli e "Act"). B y Resolution 2003-02, adopted on
January 15 , 2003, tl1e name of tl1 e autl1ori ly was changed to CRHMFA Home buye rs Fund. The
most re ce nt amendment to the Joint Exercise of Powers Agreeme nt was on January 28, 2004 .
B. ,i\THER EAS, tl1e Members of CRHMF A Home buye rs Fund d es ire to update , reaffirm ,
cl arify and revise certain provisions of tl1 e joint powe rs agreement, including the re naming of tl1 e
joint powers autl1orily, as set fortl1 here in.
C. ,i\THEREAS, tl1 e Members are eac h e mpowered by law to financ e the co nstruction,
acquisition, improve ment and rehabilitation of re al properly.
D. ,v HEREAS, b y tl1i s Agreement, tl1 e Members d es ire to create and establish a joint powe rs
autl1orily to exerc ise tl1 e ir res pe ctive powe rs for tl1 e purpose of financin g tl1 e construction,
ac quisition, improve m e nt and re habilitation of real prope r ly witl1in tl1 e jurisdiction of tl1 e Autl1ority
as autl10rized by tl1 e Act.
NOvV, THEREFORE, in consideration of tl1 e mutual covenants co ntaine d here in, tl1 e Members
individually and collectively agree as follows:
1. D efiniti o n s
U nl ess tl1e context otl1en,~se re quires, tl1 e follm ,~ng terms shall for purposes of tl1i s
Agreement have tl1 e meanings s pec ifi e d bel ow :
"Act" m eans tl1 e J oinl Exercise of Powe rs Act, commencing ,,~th Article 1 o f Chapter 5 or
Division 7 of Title 1 of th e Government Code of the State o f California, including the Marks-Roos
Local Bond Poo ling Act of 1985, as amended.
"Agreement" mean s thi s J o int Exercise of Powers AgTee m e nt, as tl1 e sam e now ex ists or as it
may from time to time be amended as provi d e d herein .
"Associate Member" means a county, city or other public agency which is not a voting
member of the Rural County Represe ntatives of California, a California nonprofit corporation
("RCRC"), with legal powe r and authority similar to that of the Members, admitted pursuant to
paragraph 4.cl . below to associate m e mb e rship h erein by vote or the Boa.rel.
"Audit Committee" means a committee made up of the nine-member Executive
Committee.
"Authority" means California Home Finance Authority ("CHF"), formerly known as
CRHMFA Home buye rs Fund or California Rural Home Mortgage Finance Authority.
"Board" means th e governing board of the Authority as d escri bed in Section 7 below.
"Bonds" m eans bonds, notes, warrants, leases, certificates of participation, installm e nt
purchase agreements, loan agreements and other securiti es or obligations issue d by the Authority,
or financing ag reements entered into b y the Authority pursuant to the Act and any other obligation
within the meaning of the term "Bonds" under the Act.
"Delegate" m eans the Supervisor clesig11ate cl by the governing board of eac h Member to
serve on the Board of the Authority.
"Executive Committee" means the nine -membe r Executive Committee or the Boa.rel
estab li sh e d pursuant to Section 10 h ereof.
"Member" m eans any county which is a m embe r of RCRC, has executed this Agreement
and has become a member of the Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation , installme nt
purchase agreements, loan agreements and other sec urities or obligations issued by th e Authority,
or financing agreeme nts e ntered into b y the Authority pursuant to the Act and any other fin ancial
or legal obligation of the Authority unde r the Act.
"Program." or "Project" means any work, improvement, progTam, project or servICe
und ertake n by the Authority.
"Rural County Representatives of California" or "RCRC" means the nonprofit e ntity
incorporate d under that nam e in the State of California.
"Supervisor" means an e lected Cou nty Supervisor from an RCRC member county.
2. Purpose
The purpose or the Authority is to provid e finan cing for the acquisition, constiuction, ,
improvement and rehabilitation of real property in accordance with applicable provi sions o f law
for the b eneliL of res id ents and communiti es. In pursuit o r thi s purpose, thi s AgTeement provid es
for the joint exerc ise or powers common to any of its Members and Associate Members as
provid e d h e re in, or othenvise authorized by the Act and oth e r applicable laws, including assisting
in financing as auth orized he re in, jointly exe rcis ed in tl1 e manne r set fortl1 he rein .
3. Principal Place of Business
The principal otlic e of tl1 e Autl1ority shall be 1215 K Stree t, Suite 1650, Sacrame nto,
California 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. The Autl 1orit:y is he reb y created pursuant to tl1e AcL As provid e d in tl1e Act, tl1 e
Autl1orily shal l be a public e ntity separate and distinct from tl1 e M e mb ers or Associate Members.
b. The Autl1orily will cause a notice of tl1i s Agreement or any ame ndment hereto to
be pre pared and fil e d witl1 th e otlice of tl1 e Secreta111 of State of California in a tim e ly fashion in
tl1 e maime r set fortl1 in Section 6503 .3 of tl1 e Act.
c. A cou nty tl1at is a membe r o f RCRC may petition to bec ome a m e mber of tl1e
Autl10rily by submitting to tl1 e Board a re so luti on or e vid ence of otl1er formal action taken by its
gove rning body adopting tl1i s AgTeement. T h e Board shall re view tl1 e pe tition for m e mbe r ship
a11d shall vote to approve or di sa pprove tl1 e p e tition. ff tl1e petition is approved by a majori ty of
tl1 e Board , such county shall immediate ly b eco me a Member of tl1 e Autl 1ority.
cl. An Assoc iate Member may be added to tl1 e A utl10rity upon the allirmative
approval oi' its respective gove rning boai·d a11C! pursua11t to action by tl1 e Autl1ority Hoai·d upon
such terms a1 1<l conditions, a11d witl1 such rig h ts, privil eges a11d responsibilities, as may be
establi sh ed from tim e to tim e b y tl1 e Boai·d. Suc h terms a11d conditions, and rights , privileges a11d
res ponsi biliti es may vai1' among tl1 e Associate Me mb e rs. Associate Members shall be e ntitl ed to
paiticipate in one or more progTar11s of tl1 e Autl1orit:y as d ete rmined by tl1 e Board , bu t shall not be
vo tin g m e mbe rs of tl1 e Board. T h e Executive Direc tor of tl1e Autl1ority shall enforce tl1 e terms
and condition s for prospective Ass ociate Me mbers to tl1 e Autl1ority as provid e d by resoluti on of
tl1 e Boai·d a11d as aine nd ed from time to tim e by tl1e Board. Cha11 ges in the te rms a11d conditions
for Associate Membership by tl1 e Board wi ll not c0I1stitute a11 ame ndme nt of tlii s Agreement.
5. Term and Termination of Powers
Tliis AgTeeme n t shall b ecome etkctive from tl1 e date he reof until the eai·li e r of tl1 e tim e
whe n all Bonds a11d a11 y inte r es t tl1er eo11 shall have been paid in foll , or provision for such
paym e nt shall have been m a de, or wh en tl1 e Autl1ority shall no longer own or h o ld a11y interest in a
public capital improveme nt or progTain . The Autl1ority shall continu e to exe rcise tl1 e powe r s
he r e in conferred upon it until terrriination of thi s Agreement, exce pt tl1at if a11 y Bond s are issu ed
a11d d e li vered; in no eve nt shall the exerc is e of tl1e powe rs he re in grai 1ted b e te rminated until all
Bonds so iss u ed and delive red aiH l tl1 e inte rest tl1 e reon shall have been paid or provision for such
paym e n t shall have bee n made a11d a11 y other d e bt incurred witl1 r es p ec t to an y otl1er fina11Cin g
program established or admi,iiste red by the Autl10rity has bee n re paid in foll a11d is no longer
outstanding.
6. Powers; Restriction upon Exercise
a. To e fl ecluate its purpose, the A uthority shall have the power to exe rcise any and all
powe rs of the Members or o f a joint pmve r s authority und e r the Act and oth e r applicable
provision s o r law, subj ec t, h oweve r, to the conditions and res trictions h erein contained. Each
Member or Assoc iate Member may al so se parate ly exerc ise any and all su ch pmvers . The p owers
or th e Authorily are limited to those of a ge n eral law counly.
b . The Authorily may adopt, from time to time, such resolutions, guide lin es, rnles and
regulations for the conduct of it s m eetings and the activities of th e A uthori ty as it d eem s necessary
or d es irable to accomplish it s purpose .
c. The A uthorily shall have th e power to financ e the co n strncti o n , acqrns1llon,
improveme nt and re habilita tion of r e al prope r ly, including th e power to purchase, with the
amounts receive d or lo b e r eceive d b y it pursuant to a bond purchase agreement, b o nds iss ue d by
any o f it s Members or Assoc iate Members and other local age nci es at public or nego ti ated sale, for
th e purpose set forth h e r e in and in accordance ,vi th th e Act. All or any part of such bond s so
purchase d may b e held by the Authority or resold to public or private purchasers at public or
negotiated sale . The A uthorily shall set any other te rms and conditions o f any purchase or sale
contemplated he rein as it d eems necessar y or convenient and in furth e ranc e of the Act. The
Authorily may iss ue or cause to be issued B o nds or other ind e bte dness, and pl e d ge any or its
property or revenues as sec urily to the exte nt pe rmitted by r eso lution of the Board und er any
applicable provision of law . The Authority may iss ue Bonds in accordance with th e Act in order
to rai se fund s n ecessary to eflectuate il s purpose h e re unde r and may e nter into ag reem ents to
sec ure such Bonds. The A uthority may iss ue other forms of ind e btedness authorize d by the Act,
and to secure such d e bt, to furth e r such purpose. The Authority may utiliz e o th e r forms of capital,
including, but not limited to, the Authority's inte rnal r eso urc es, capital marke ts and o tl1 e r forms of
private capital investinent authorized by tl1 e Act..
d. The Autl1orily is h ere by au tl1ori ze d to do all acts necessar y for tl1 e exercise o f it s
p owe rs, including, but n ot limited to:
(1) exe rnting contracts,
(2) empl oy in g agents, consultants and employees,
(3) acquiring, constructing or providing for mainte nanc e and operation of any
building, work or improvement,
(4-) ac quiring, h o lding or disposing o f real or personal property wh e rever
locate d , including property subj ect to mortgage,
(5) inrnrring d e bts, li a biliti es or oblig<1tions,
(6) receiving gifts, co ntributi o n s and d o na tion s of property, funds, se rvic es and
any oth er forms of assistance from pe rso ns, firm s, corporations or
gove rnme ntal e ntiti es,
(7) suing and b eing sued in it s own name, and litig<1 ting or settli ng an y suits or
claims,
(8) d o ing any and all things necessary o r co nve ni ent to the ex ercise o r it s
spec ifi c powers and to accompli shing its purpose
(9) establi shing and/o r admini ste rin g di stricts lo financ e and re fin anc e th e
ac qui siti on, in stal lation and improve m e nt of en e rgy efli cie nc y, wa ter
conservation and re newa bl e en e rgy improve m e nts to or on re al properly
all(l in buildings. The Authorily may ente r into one or more agTeements,
including without limitation, participation agre e m e nts and impl ementation
agreements to impleme nt such progTams.
e. Subjecl to the applicable provisions of an y ind e nture or resoluti o n providing for the
in ves t:m e nl of m o ni es he ld tJ1 e re und e r, tJ1 e A utJ1 o rity shall have the pmve r to inves t any of it s fund s
as tJ1 e Board deem s ad visa bl e, in tJ1 e sam e manner and upon tJ1e sam e conditions as local agencies
pursuant to Section 5360 l of tJ1 e Government Code of tJ1 e State of California.
f. All prope rty, e quipme nt:, supplies, fund s and records of tJ1 e AutJ1orily shall be
ovvned b y th e Authorily, exce pt: as may be provid ed otJ1erwise he re in or b y reso lution of tJ1 e
Board .
g. Pursuant Lo the provision s o f Section 6508. l of tJ1 e Act, tJ1 e d e bts, liabilitie s and
obligations of tJ1 e Aulhorily shall not be d e bt s, liabiliti es and obligations of tJ1 e Members or
Associate Members. Any Bonds, togetJ1er witJ1 any inte rest and premium tJ1 e reon , shall not
constilute d e bts, liabilities or obligations of any Member. The Members o r Asso ciate Members
h ere by agTee tJ1at any such Bond s issu e d b y tJ1 e Authorily shall not constitute ge ne ral obligations of
tJ1 e AutJ1ority bu t shall b e paya bl e solely from th e moneys pl e dge d to tJ1 e repayment of principal or
inte r est on such Bo nds und e r tJ1e term s of tJ1 e reso lution, ind enture, trust, agreement or oilier
in strume nt pursuant to which such Bonds are iss ue d. NeitJ1er tJ1 e Members or Associate
Members nor tJ1 e AutJ10rity shall be obligated to pay tJ1 e principal of or premium, if any, or
inte res t on tJ1 e Bonds, o r otJ1er costs incidental tJ1 e re to , ex ce pt from tJ1 e reve nues and funds
pl edge d tJ1 e re for, and nei tJ1 e r tJ1 e fa.itJ1 and credit n o r tJ1 e taxing power o f tJ1 e Members or
Assoc iate Me mb ers or tJ1e AutJ1orily shall be pl e dge d to tJ1 e pay m e nt of tJ1 e principal of or
pre mium, if any, or interest on tJ1 e Bond s, nor shall tJ1 e Members or Assoc iate Members of tJ1 e
AutJ1orily be obligated in an y maime r to maiz e any appropriation for such paym e nt No covenant
or agreement contained in any Bond shall be d ee m ed to be a covenant or agreement of any
D e legate, or any officer, agent or employee of tJ1 e AutJ10rity in an individual capacity, and ne itJ1 er
tJ1 e Board nor any otlicer tJ1 e r e of executing tJ1 e Bond s or any docume nt r e late d tJ1 e reto shall be
liabl e pe rsonall y o n any Bond or b e subject to any p e r so nal liability or accountability by reason of
tJ1 e is suanc e o f any Bonds.
7. Governing Board
a. The Board shall consist of tJ1 e numbe r of D e legates equal to one re presentative
from eac h Member.
b. The gove rning body of each Member shall a ppoint one of it s Supervisors to serve
as a D e legate on the Board. A Member's appointment of it s D e legate shall be d e liv e re d in writing
(whi ch may be by e lectro ni c mail) to tJ1e AutJ1ority and shall b e e fl ec ti ve until he or sh e is re plac ed
by such gove rning b od y o r no longe r a Supervisor; any vacanc y shall b e fill ed by tJ1 e gove rning
bod y of tJ1e Member in the same manne r provid e d in tJ1i s paragraph b ..
c. The gove rning bod y of each Member of tJ1e Board shall appoint a Supervisor as an
alte rnate to se rve o n tJ1 e Board in tJ1 e absence o f th e D e legate; tJ1 e alternate may exerc ise all tJ1 e
ri ghts and pri vil eges o f tl1 e D e legate, including tl1 e right to b e counted in constiluting a quorum, to
participate in tl1 e proceedings o f tl1 e B oard , and to vote upon any and all matte r s. No alternate
may have more tl1a11 one vo te at any m ee ting of tl1 e Board , and any Member's d es ignation o f an
alt e rna te shall be delivere d in writing (which may be b y electronic mail) to tl1 e Authority and shall
be effective until such alternate is replaced by hi s or h e r gove rning body or is 110 longer a
Supervisor, unl ess otl1erwise sp ec ifi e d in such appointment. Any vacanc y shall be fill e d by tl1 e
gove rning body of tl1 e Member in tl1 e sam e manner provid ed in tl1i s paragra ph c..
cl. An y p er so n who is not a m e mbe r of tl1 e gove rning body of a Member and who
attends a m eeting on be half o f such Member may not vo te or be counted toward a quorum but
may, at tl1 e di scre tion of tl1 e Chair, participate in o p en m eetings he or she altends.
e . Each Assoc iate Member may d esignate a non-vo tin g re prese ntative to tl1 e Board
who may not be co unted toward a quo rum but who may attend o p e n m ee tiiigs, propose agenda
it ems and otl1erwise participate in Board Meetings.
[ D e legates shall n ot r ece ive compensation for serving as D e legates, but may claim
and rece ive re imburse ment for expenses actually incurre d in connection vvitl1 such service
pursuant to rul es approve d by tl1 e Board and subj ec t to tl1 e availabi li ly of fi.md s.
g. The B oard shall have th e powe r, by reso lution, to tl1 e extent pe rmitted by tl1 e Act
or any otl1 e r applic able law, to exercise any powers of tl1 e Autl1orily and to d e legate any o f its
functions to tl1 e Executive Committee or one or more D e legates, oflicers or agents of tl1 e
Authorily, a nd to cause an y autl10riz ed Delegate, o flic e r o r agent lo take any actions and exec ute
any docume nts for and in tl1 e name and on be half of tl1 e Board or tl1 e Autl10rity.
h. The Board may establi sh such committees as it d ee m s necessar y for any law ful
purpose; such commitlees are ad viso ry o nl y and may not act or purport lo act on be half of tl1 e
B oard or tl1 e Autl1 orily .
i. The Board shall d eve lop , or cause to be d eve lo p ed , and rev iew, modify as
n ecessary, and adopt eac h Program .
8. Meetings of the Board
a. The B oard shall meet at least once annuall y, but may meet more frequently upon
call o f any o llic er or as provid ed by resolution of tl1 e Boa.rel.
b. Meetings of tl1e Board sha ll be cal led , n otice d , held and conducted pursuant to tl1 e
provis ions of tl1 e Ralph M. B rown Act, Chapter 9 (comme ncing witl1 Section 54-950) of P art I of
Divis io n 2 of Title 5 o f tl1e Gove rnme nt Cod e o f the State of California.
c. The Secretary o f tl1 e Au th orily shall cause minutes of all meetings of the B oard lo
Le taken and di stribute d to eac h Member as soo n as p oss ibl e alter eac h m eeti ng.
cl. The lesser o f twe lve ( 12) Dclegc1.tes or a maj o rity of th e number o f current
D e le gc1.tes shall constitute a quorum for tran sacti ng bu sin ess at any m ee ting o f tl1 e Board, exce pt
that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote.
e. Meetings may be held at any location desig1iated 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 term 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 the unavailability of the chair.
b. The Board shall contract annually willi RCRC to administer llie Agreement and to
provide administrative services to llie Authority, and llie President and Chief Executive Oflicer of
RCRC shall serve ex o/Hr.io as Executive Director, Secretary, Treasurer, and Auditor of llie
Aulliorily. As chief executive of llie Aulliorily, llie Executive Director is aull10rized to execute
contracts and oilier obligations of llie Aull10rily, unless prior Board approval is required by a lliird
party, by law or by Board specification, and to perform oilier duties specified by llie Board. The
Executive Director may appoint such oilier oflicers as may be required for llie orderly conduct of
llie Authority's business and allairs who shall serve at llie pleasure of llie Executive Director.
Subject to llie applicable provisions of any indenture or resolution providing for a trustee or oilier
fiscal agent, llie Executive Director, as Treasurer, is designated as llie custodian of llie Authority's
funds, from whatever source, and, as such, shall have the powers, duties and responsibilities
specified in Section 6505.5 of llie Act. The Executive Director, as Auditor, shall have llie powers,
duties and responsibilities specified in Section 6505.5 of llie Act.
c. The Legislative Advocate for llie Aulliorily shall be llie Rural County
Representatives of California.
cl. The Treasurer and Auditor are public oflicers who have charge oC handle, or have
access to all properly of llie Aulliorily, and a bond for such officer in llie amount of at least one
hundred lliousand dollars ($100,000.00) shall be obtained at llie expense of llie Aulliorily and
filed willi llie Executive Director. Such bond may secure llie failliful performance of such
officer's duties willi respect to anollier public office if such bond in at least llie same amount
specifically mentions llie office of llie 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 willi Section 6505 of llie Act.
e. The business of llie Aulliorily shall be conducted under llie superv1s10n of ll1e
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
The Authority shal l appoint nine (9) members of its Board to serve on an Executive
Committee .
b. Powe rs a.ud Limitations
The Executive Committee shall act in an advisory capacity and make
recommendations to the Authority Boa.rel. Duties wi ll include, but not be limited to, review of the
quarterly and annual budgets , service as the Audit Conunittee for the Authority, periodically
r ev iew this Agreement; and complete any other tasks as may be assigned by the Board. The
Executive Conunittee shall be subject to all limitations imposed by this AgTeement, other
applicab le law, and resolutions of the Board.
C. Quornm
A majority of the Executive Conunittee shall constitute a quornm for transacting
business of th e Executive Committee .
11. Disposition of Assets
Upon termination or this Agreement, all remaining assets and liabilities of the Authority
shal l be distributed to the resp e ctive Members in such manner as shall b e dete rmined by the
Board and in accordance with the la,v.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agreement shall not be ex clusive, and each Member expressly reserves its rights to
carry out other public capital improve ments and progTa.ms as provided for b y law and to issue
other obligations for thos e purposes. This AgTeement 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 b y reso lution adopt a Conflict or Interest Code as require d b y law.
14. Contnbutions 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 ag e ncy to
furth e r the purpose of this Agreement. Paym e nt of public funds may be made to d e fr ay the cost of
any contribution. Any advance may be made subject to repayment, and in that case shall be repaid
in the manner agTeed upon by the advancing Member, Associate Member or other public agency
and the Authority at th e time or making the advance .
15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses
a. The fi sc al year or the Authority shall be th e pe riod from January 1 or eac h year to
and including the fo ll owing D ece mb e r 3 1, exce pt for any partial fi sc al year resulting from a change
in acco unting base d o n a dillerent fiscal year prev io u sly.
b. Prior to the beginning of eac h fi sc al year, the Board shall adopt a budget for tl1 e
succ eeding fi scal year.
c. The Autl1 o rily shall es tabli sh and maintain such funds and accounts as may be
required by ge n erally accepted accounting principles. The books and records o f tl1e Autl1orily are
public record s and sha ll b e open to insp ectio n at all reasonable times by eac h Member and its
representatives.
d. The Auditor shall e ithe r make, or co ntract with a certified public accountant o r
public accountant Lo make, an annual audit of the accounts and record s of tl1 e Autl1orily. The
minimum re quirements o f tl1 e audit shall be tl1 ose prescrib e d by tl1 e State Contro ll e r for sp ec ial
di st ricts und er Section 26909 of tl1 e Government Cod e of tl1 e State of California, and shall
co nform to ge n erally acce p te d auditing standard s. ,1/he n an a udit of accounts and records is mad e
by a ce rtifi e d public acco unta nt or publi c accou ntant, a report tl1 ereof shall be fil e d as a public
record witl1 eac h Member (and al so witl1 tl1e a udi to r of Sacramento County as tl1e co unty in whi c h
the Authority's office is located) within 12 months after the e nd of th e fiscal year .
e . In any year in which tl1 e . annual budget of tl1e Autl1orily d oes not excee d li ve
tl1ou sand dollars ($5,000 .00), tl1 e Board may, up on una nimous approval of tl1 e Board, re place tl1 e
annual audit witl1 an e n suing one-year pe riod , bu t in no eve n t for a period lo nge r tl1an two fi scal
years .
16. Duties of Members or Associate Members; Breach
If any Member o r Associate Member shall d efault in p erforming any cove n ant contained
h e re in , such d efault shall not excuse tl1a t Member o r Assoc iate Member from fulfilling its otl1er
o bligatio ns he re und er, a nd su ch defaulting Member or Associate Member shall re ma in liabl e for
tl1 e pe rformance of all covenants h e reof. Eac h Member or Assoc iate Member he r e by d eclares
tl1 at tl1i s Agr ee m e nt is e nte re d into for tl1 e ben e fit of tl1 e Autl1ority created he re by, and eac h
Member or Assoc iate Member he reby gTant s to tl1 e Autl1orily tl1 e ri ght to enforce, by whatever
la wful means tl1 e Autl10rily d ee ms appropriate, all of tl1 e obligations o f eac h of tl1 e parties
he reunder. Each and all of tl1 e remedies give n to tl1 e Autl1orily he r e und er or by any la w now or
hereafter e nacted are cumulative, and tl1 e exe rcise of o ne right or remedy shall not impair tl1 e right
o f tl1 e Autl1ori ly to an y or all o tl 1e r r emedi es.
17. Indemnification
To tl1 e full exte nt permitted by law, tl1e Board may authorize ind emnification · by tl 1e
Autl1orily of any p e rso n who is o r was a B oard D e legate, alt e rnate, officer, consultant, e mployee or
o tl1 e r agent of tl1 e Autl10ri ly, and who was or is a p arty or is tlireate ned to be m ad e a party to a
proceeding by reason o f tl1e fact tl1at such pe rso n is or was suc h a Delegate, alternate, offi cer,
co n su lt ant, employee or o tl1 er agent o f tl1e Autl1or ily . Such ind emnifi catio n may be made against
ex p e n ses, judgments, fines, settlements a nd oth er amounts actual ly and reasona bly incurred in
connectio n witl1 suc h proceeding, if such p erso n acte d in goo d faitl1 and in a manner such p erson
reasonably b e li eve d to be in tl1e b est interests o f tl1 e Autl1 o rily and , in tl1 e case of a criminal
proceeding, h ad n o reasonable cause to b e li eve hi s or her conduct was unl awfu l and , in the case of
an actio n by or in the ri ght o f the Auth ority, acted vvith suc h ca.re, including reaso nabl e inquiry, as
an o rdinaril y prude nt person in a like position wo uld u se und er similar circumstanc es.
18. Immunities
All of th e privil eges and immunities from liabilities, exempti o n s from law, o rdinanc es and
mies, all p e n sio n , r e li eC di sability, workers ' compensation and other b e ne fi ts which a pply to th e
activity of oflicers, age nts or e mployees of any of th e Members or Assoc iate Membe rs whe n
pe rforming th e ir res pective Junction s, shall apply to them to the same d egree and exte nt while
e ngage d as Delegates o r otherwise as an officer, age nt o r oth e r r e prese ntative of the Authori ty or
whil e e ngc1ge d in the p e rformanc e of an y of their Juncti o n s or duties under th e provis ions of this
Ag reement.
19. Amendment
This Agr eement may be amended by the adoption of th e amendment by the gove rning
bo di es of a majority o f the Members. T h e amendment shall b eco m e e ffective on th e first -day of
the month follo wing th e last require d m e mber agency a pprova l. An amendment may b e initi a te d
by the Boa.rd , upon a pproval by a majori ty of the Board. Any proposed amendment, i11duding the
text of th e proposed change, shall be giv e n by the Board to eac h Member's D elegate for
prese ntation and action by eac h Member's boa.rd within 60 days, which time may be ex te nd ed by
th e Board .
The li st of Members, Attachme nt 1, m ay b e updated to reflect new and/or H~thdrawn
Members wi th o u t requiring formal amendment o f the Agree m e nt by the Authority B oa.rd of
Director s.
20. Withdrawal of Member or Associate Member
If a Member withdraws as member o f RCR C, it s m embership in the Au thority shall
automatically terminate. A Member or Assoc iate Member m ay withdraw from this Agreement
upon writte n notice to th e B oard ; provi d ed h oweve r, th at no such withdrawal shall result in the
di ssolution of the Au thority as lo ng as an y Bonds or oth e r obligations o f the Authority remain
outstanding. An y su ch H~thdrawal shall become e llec ti ve thirty (30) days ali:er a reso lution ad opted
by the Mem be r's gove rning b o d y whi ch authorizes withd rawal is rece ive d b y the A uthority.
Nolvvith standing the foregoing, an y termination of membership or withdrawal from the Authority
shall not operate Lo relieve any te rminated or withdraw in g Member or Assoc iate Member fr o m
Obli gc1tio n s incurred by suc h terminated o r withdrawin g Memb er or Associate Membe r prior to
th e time of it s termination or withdrawal.
20. Miscellaneous
a. Counterparts. T h.i s Agreement may be exec ute d in several counterparts, eac h of
whi c h shall be an original and a.II of whi ch shall constitute but one and the same in strume nt.
b . Construction. T he sectio n headings he rei n a re for co nve ni e nce o nl y and ar e n ot to
be construed a s modifyin g or gove rning th e language in the section refe rre d to.
c. Approvals. \11/h e r eve r in this Agreement any consent or approval is r e quire d, th e
same shall not be unreaso nably withheld.
d. Jurisdiction; Venue . This Agreement is mad e in the State of California, under th e
ConstiLution and laws of such State and is to be so construed; any action to e nforce or inte rpret it s
terms shall be brought in Sacramento Counly, California.
e. Integration. This Agreement is th e complete and excl usi ve statement of the
agreement among the parties h e reto, and it supersedes and m erges all prior proposal s,
understandings, and other agreements, whether oral, written, or implied in conduct, belwee n and
among the parties r e lating to the subj ect matte r of this Agreement.
f. Successors; Assignment. This Agreem ent shall be binding upon and shall inure to
the be ne fi t of th e su ccessors of th e parties he re to. Except to th e exte nt ex press ly provid e d h e re in ,
no Member may assign any right or obligation h ere und e r H~tJ1out th e consent of tJ1 e Board.
g. Severability. Should any pa rt, te rm or provision of tJ1i s Agreement be d ecided by
tJ1 e courts to be ill egal or in conflict witJ1 any law of tJ1 e State of California, or otJ1envise be
rendered une nforceabl e or in eflecLual, tJ1 e validity of tJ1 e remaining parts, terms or provisions
h e r eof shall not b e aJlected tJ1 e re by.
The parties h e reto have caused tJ1is Agreement to be executed and attested by tJ1 e ir prope rl y
autJ10ri ze d otlicers.
AS ADOPTED BY THE MEMBERS:
Originally elated July 1, 1993
Amended and res tate d Decembe r 10 , 19 98
Amended and restated February 18 , 1999
Amended and restate d September 18, 2002
Amended and restated January 28, 2004.
Amended and resta ted D ece mber 10 , 2014
[SIGNATURES ON FOLLOTVJNG PAGES]
ATIACHMENT 1
CALIFORNIA HOME FINANCE AUIHORITY 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
Like County
L'lssen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
1 apa County
N e vada County
Placer County
Plumas County
San Benito County
Shasta County
Si erra County
Siskiyou County
Sutte r County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
Dated: --------
By: __________ _
Name: _______ _
Title: --------
Attest:
By ____________ _
[Clerk of the Board Supervisors or City Clerk]
STATE
Golden State Finance Authority (GSFA)
1215 K Street, Suite 1650 · Sacramento , California 95814
Phone: (855) 740-8422 · Fa x: (916) 444-3219 . www.gs fa ho me.org
._ __ Finance Authority
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Alameda County
Contra Costa County
Fresno County
Kern County
Kings County
Marin County
Monterey County
Orange County
MEMBERS
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced County
Modoc County
Mono County
Napa County
Nevada County
Placer County
ASSOCIATE MEMBERS
Riverside County
Sacramento County
San Bernardino County
San Diego County
San Francisco County
San Joaquin County
San Luis Obispo County
San Mateo County
Plumas County
San Benito County
Shasta County
Sierra County
Siskiyou County
Sutter County
Tehama County
Trinity County
Tuolumne County
Yolo County
Yuba County
Santa Cruz County
Solano County
Sonoma County
Stanislaus County
Tulare County
Ventura County
ASSOCIATE MEMBER JOINT POWERS AUTHORITY (JPA)
Independent Cities Finance Authority (ICFA)
Adelanto (San Bernardino County)
Aliso Viejo (Orange County)
Alturas (Modoc County)
American Canyon (Napa County)
Anaheim (Orange County)
Angels Camp (Calaveras County)
Antioch (Contra Costa County)
Arcata (Humboldt County)
Atwater (Merced County)
Avenal (K ings County)
GSFA-Mem ber Li st
ASSOCIATE MEMBER CITIES
Page 1 of 3
Azusa (Los Angeles County)
Bakersfield (Kern County)
Baldwin Park (Los Angeles County)
Beaumont (Riverside County)
Bell (Los Angeles County)
Bellflower (Los Angeles County)
Belmont (San Mateo County)
Belvedere (Marin County)
Benicia (Solano County)
Berkeley (Alameda County)
04/18/2 017
Golden State Finance Authority (GSFA)
STATE 12 15 K Street , Su ite 1650 Sacramento , California 95 8 14
Phone : (855) 740-8422 · Fa x : (916 ) 444-3219 www.gsfah ome .o rg
ASSOCIATE MEMBER CITIES (continued)
Blue Lake (Humboldt County)
Brea (Orange County)
Brentwood (Contra Costa County)
Buena Park (Orange County)
Burlingame (San Mateo County)
Calabasas (Los Angeles County)
Camarillo (Ventura County)
Campbell (Santa Clara County)
Carlsbad (San Diego County)
Carson (Los Angeles County)
Ceres (Stanislaus County)
Chico (Butte County)
Chino (San Bernardino County)
Chula Vista (San Diego County)
Citrus Heights (Sacramento County)
Claremont (Los Angeles County)
Clovis (Fresno County)
Coalinga (Fresno County)
Colton (San Bernardino County)
Compton (Los Angeles County)
Concord (Contra Costa County)
Corcoran (Kings County)
Corning (Tehama County)
Corona (Riverside County)
Costa Mesa (Orange County)
Crescent City (Del Norte County)
Cupertino (Santa Clara County)
Danville (Contra Costa County)
Del Mar (San Diego County)
Dinuba (Tulare County)
Dixon (Solano County)
Dunsmuir (Siskiyou County)
El Cajon (San Diego County)
El Monte (Los Angeles County)
El Segundo (Los Angeles County)
Elk Grove (Sacramento County)
Encinitas (San Diego County)
Escondido (San Diego County)
Eureka (Humboldt County)
Fairfa x (Marin County)
Fairfield (Solano County)
Ferndale (Humboldt County)
Firebaugh (Fresno County)
Fontana (San Bernardino County)
Fort Bragg (Mendocino County)
Fortuna (Humboldt County)
Foster City (San Mateo County)
Fountain Valley (Orange County)
Fremont (Alameda County)
GS FA-Memb er Li st Page 2 of 3
Fresno (Fresno County)
Galt (Sacramento County)
Garden Grove (Orange County)
Gardena (Los Angeles County)
Gilroy (Santa Clara County)
Glendale (Los Angeles County)
Glendora (Los Angeles County)
Grover Beach (San Luis Obispo County)
Gustine (Merced County)
Hanford (Kings County)
Hawthorne (Los Angeles County)
Hayward (Alameda County)
Hesperia (San Bernardino County)
Highland (San Bernardino County)
Huntington Beach (Orange County)
Huntington Park (Los Angeles County)
Huron (Fresno County)
Imperial Beach (San Diego County)
lone (Amador County)
Irwindale (Los Angeles County)
Jackson (Amador County)
La Habra (Orange County)
La Mesa (San Diego County)
La Mirada (Los Angeles County)
Lafayette (Contra Costa County)
Laguna Beach (Orange County)
Lake Forest (Orange County)
Lakewood (Los Angeles County)
Lancaster (Los Angeles County)
Larkspur (Marin County)
Lemon Grove (San Diego County)
Lemoore (Kings County)
Lomita (Los Angeles County)
Long Beach (Los Angeles County)
Los Angeles (Los Angeles County)
Lynwood (Los Angeles County)
Madera (Madera County)
Malibu (Los Angeles County)
Manteca (San Joaquin County)
Martinez (Contra Costa County)
Mill Valley (Marin County)
Mission Viejo (Orange County)
Montclair (San Bernardino County)
Moorpark (Ventura County)
Moreno Valley (Riverside County)
Morgan Hill (Santa Clara County)
Morro Bay (San Luis Obispo County)
Mount Shasta (Siskiyou County)
Napa (Napa County)
04/18/2 0 17
Golden State Finance Authority (GSFA)
1215 K Street, Suite 1650 Sacramento, California 95814 @@tLtQ)~[M STATE Phone: (855) 740-8422 · Fa x: (916) 444-32 19 · www.qs fahome.o rg
._ __ Fi nance Autho rity
ASSOCIATE MEMBER CITIES (continued)
National City (San Diego County)
N_evada (Nevada County)
Newark (Alameda County)
Newport Beach (Orange County)
Novato (Marin County)
Oakland (Alameda County)
Oakley (Contra Costa County)
Oceanside (San Diego County)
Orland (Glenn County)
Oroville (Butte)
Oxnard (Ventura County)
Pacifica (San Mateo County)
Palmdale (Los Angeles County)
Paradise (Butte County)
Paramount (Los Angeles County)
Placerville (El Dorado County)
Point Arena (Mendocino County)
Porterville (Tulare County)
Poway (San Diego County)
Rancho Cordova (Sacramento County)
Rancho Cucamonga (San Bernardino County)
Redding (Shasta County)
Redondo Beach (Los Angeles County)
Redwood City (San Mateo County)
Reedley (Fresno County)
Rialto (San Bernardino County)
Richmond (Contra Costa County)
Rio Dell (Humboldt County)
Riverside (Riverside County)
Rolling Hills Estates (Los Angeles County)
Sacramento (Sacramento County)
Salinas (Monterey County)
San Anselmo (Marin County)
San Bernardino (San Bernardino County)
San Diego (San Diego County)
San Fernando (Los Angeles County)
San Jacinto (Riverside County)
San Jose (Santa Clara County)
San Leandro (Alameda County)
San Luis Obispo (San Luis Obispo County)
San Marino (Los Angeles County)
San Mateo (San Mateo County)
San Rafael (Marin County)
GS FA -Mem be r Li st Page 3 of 3
San Ramon (Contra Costa County)
Sanger (Fresno County)
Santa Ana (Orange County)
Santa Clara (Santa Clara County)
Santa Cruz (Santa Cruz County)
Santa Fe Springs (Los Angeles County)
Santa Monica (Los Angeles County)
Santee (San Diego County)
Sausalito (Marin County)
Seaside (Monterey County)
Sebastopol (Sonoma County)
Shasta Lake (Shasta County)
Solana Beach (San Diego County)
South San Francisco (San Mateo County)
Stanton (Orange County)
Stockton (San Joaquin County)
Suisun City (Solano County)
Taft (Kern County)
Tehama (Tehama County)
Thousand Oaks (Ventura County)
Tiburon (Marin County)
Torrance (Los Angeles County)
Tracy (San Joaquin County)
Trinidad (Humboldt County)
Twentynine Palms (San Bernardino County)
Ukiah (Mendocino County)
Union City (Alameda County)
Upland (San Bernardino County)
Vacaville (Solano County)
Vallejo (Solano County)
Ventura (Ventura County)
Vista (San Diego County)
Walnut (Los Angeles County)
Waterford (Stanislaus County)
Watsonville (Santa Cruz County)
Weed (Siskiyou County)
West Hollywood (Los Angeles County)
Westminster (Orange County)
Williams (Colusa County)
Willits (Mendocino County)
Willows (Glenn County)
Yreka (S iskiyou County)
04/18/2 01 7