17-057 California Home Finance Authority, Amended and Restated Joint Exercise of Powers AgreementCALIFORNIA HOME FINANCE AlITHORTIY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original <late July 1, 1993 and as last amended and restated D ecembe r 10, 2014)
THIS AL\1ENDED AND RESTATED JOINT EXERCISE OF POVVERS AGREEMENT
("Agreement") is entered into by and among the counties liste d on Attachment l hereof and
incorporate d herein by refere nce. All such counties are referred to h e r ein as "M e mb e rs" with the
resp ec ti ve powe r s, privil eges and restri ctions provide d he re in.
RECITMB
A. vVHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was
created by a Joint Exercise of Powe rs Agreement dated July l , 199 3 pursuant to th e Joint Exercise
of Powe r s Act (commencing with Article l of Chapter 5 of Division 7 of Title l of tl1 e
Government Code o f tl1 e State of California (the "Act"). B y Resolution 2003-02, adopted on
January 15, 2003, tl1 e name of tli e autl10rity was change d to CRHMFA Home buye r s Fund. The
most rece nt amendment to th e Joint Exerc ise of Powe rs AgTeement was on J anuary 28, 2004.
B . ,,V H EREAS , tl1 e Members of CRHMF A Home bu yers Fund d es ire to update, r eallirm ,
darily and revis e certain provi sion s of tl1e joint powe rs agreeme nt, including tl1e renaming of tl1 e
joint powers autl10rity, as set forth he re in.
C. ,,VHEREAS, tl1 e Members are eac h empowere d by law to financ e tl1 e construction,
acquisition, improveme nt and re habilita tion of re al prope r ty.
D. vVHEREAS, by this Agreement, tl1 e Members d es ire to create and es ta bli sh a joint p owers
autl1ority to exe rcis e tl1 e ir r es p ec tiv e powe rs for th e purpose of financin g tl1 e construction,
acquisition , improve m e nt and re habilitation of real prope rty witl1in tl1 e jurisdiction of tl1 e Autl1ority
as autl1orized by tl1 e Act.
N o,,v, THEREFORE, in consideration of tl1 e mutual covenants contained he rein, tl1 e Members
individually and coll ec tive ly agTee as follows:
1. D e finitions ..
U nl ess tl1 e context otl1erwise requires, the followin g terms shall for purposes o f this
Agreem ent have tl1 e m eanings sp ec ifi e d b elow:
"Act" m ean s tl1 e Joint Exercise of Powe r s Act, co mmen cing witl1 Article l of Chapter 5 of
Division 7 of Title 1 of tl1 e Govenunent Code of th e State of California, including tl1 e Mark s-Roo s
Lo cal Bond Pooling Act of 198 5, as amended.
"Agreement" means tlii s Joint Exercise of P owe r s AgTeement, as tl1 e sam e now ex ists or as it
may from tim e to time be amended as provid e d he re in.
wAssociate Memberw m ean s a county, city or other public agency which is not a voti ng
member of the Rural County Re prese ntatives o f California, a California nonprofit corporati o n
("RCRC"), with legal powe r and authority similar to that of the Members, admitted pursuant to
paragraph 1Ld. below to associate m e mb ers hip h erein by vote of the Board .
"Andit Committee" m eans a conunittee made up of the nine -memb er Executive
Committee.
wAuthority' m eans California Home Finance Authority ("CHF"), formerly known as
CRHMFA Home buye rs Fund or California Rural Home Mortgage Finance Authority.
"Boardw m ean s the gove rning board of th e A uthority as d escrib ed in Section 7 be lo w.
"Bondsw means bond s, notes, warrants, leases, certificates of participation, in stallm e nt
purchase agTeements, lo an agTeements and other sec urities or obligations iss ued by th e Authority,
or fin ancing agreements e nte re d into b y th e Authority pursuant to th e Act and any other obligation
wi thin the meaning of the term "Bonds" unde r the Act.
"Delegate" m eans the Supervisor designate d by the gove rning boa.rel of ea.c h Member to
se rve on the Board of the A uthority.
"Executive Committee" m ean s th e nine-membe r Executive Committee of the Board
establi sh ed pursuant to Section 10 h e reof.
"Member" m eans any county vvhich is a m e mber of RCRC, has executed this AgTeement
and h as become a member of the A uthority .
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installme nt
purchase agTeements, loan agreements and other securities or obligations iss ued by the A uthority,
or finan cing agreements e ntered into b y the Authority pursuant to the Act and any oth er finan cial
or legal obligation of th e A uthority unde r the Act.
"Program" or "Project" m ean s any work, improvement, program, project or serv lC'e
unde rtake n by th e Authority.
"Rural County Representatives of Califomiaw or "RCRC" means th e no nprofit e ntity
in corporate d under th at name in the Stale of California.
"Supervisor" means an e lected County Supervisor from a n R CRC member cou nty .
2. Purpose
The purpose of the Autho ri ty is to provide finan ci ng for the acquisition, co nstru ctio n , ,
improveme nt and rehabilitation o f real prope rly in accordance vv ith applicable provisio n s of law
for th e b e ne fit o f residents and communiti es . In pursuit or this purpose, this Agr eement provid es
for the joint exerc ise of p owers common to any or it s Mem bers and Assoc iate Members as
p rov id ed h erein , o r oth e rn~se a uthorized by the Ac t and other applicable laws, including ass isting
in financing as authorized herein, jointly exercised in tl1e manner set fortl1 herein.
3. Principal Place of Business ·
The principal office of tl1e Autl1ority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. The Autl10rity is hereby created pursuant to the Act. As provided in tl1e Act, tl1e
Autl1ority shall be a public entity separate and distinct from tl1e Members or Associate Members.
b. The Autl1ority will cause a notice of tl1is Agreement or any amendment hereto to
be prepared and filed witl1 tl1e office of tl1e Secretary of State of California in a timely fashion in
tl1e manner set fortl1 in Section 6503.3 of tl1e Act.
c. A county that is a member of RCRC may petition to become a member of tl1e
Autl1ority by submitting to tl1e Board a resolution or evidence of otl1er formal action taken by its
governing body adopting tl1is Agreement. The Board shall review tl1e petition for membership
and shall vote to approve or disapprove the petition. If tl1e petition is approved by a majority of
tl1e Board, such county shall immediately become a Member of tl1e Autl1ority.
d. An Associate Member may be added to tl1e Autl1ority upon tl1e affirmative
approval of its respective governing board and pursuant to action by tl1e Autl1ority Board upon
such -terms and conditions, and with such rights, privileges and responsibilities, as may be
established from time to time by tl1e Board. Such terms and conditions, and rights, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in one or more programs of tl1e Autl10rity as determined by tl1e Board, but shall not be
voting members of tl1e Board. The Executive Director of tl1e Autl10rity shall enforce tl1e terms
and conditions for prospective Associate Members to tl1e Autl1ority as provided by resolution of
tl1e Board and as amended from time to time by tl1e Board. Changes in tl1e terms and conditions
for Associate Membership by tl1e Board will not constitute an amendment of tl1is Agreement.
5. Term and Termination of Powers
This Agreement shall become eflective from tl1e date hereof until the earlier of tl1e time
when all Bonds and any interest tl1ereon shall have been paid in full, or provision for such
payment shall have been made, or when tl1e Autl1ority shall no longer own or hold any interest in a
public capital improvement or program. The Autl1ority shall continue to exercise tl1e powers
herein conferred upon it until termination of tl1is Agreement, except tl1at if any Bonds are issued
and delivered, in no event shall tl1e exercise of tl1e powers herein granted be terminated until all
Bonds so issued and delivered and tl1e interest tl1ereon shall have been paid or provision for such
payment shall have been made and any otl1er debt incurred witl1 respect to any otl1er financing
program established or administered by the Autl10rity has been repaid in full and is no longer
outs tan cling.
6. Powers; Restriction upon Exercise
a. To e ffec tuate it s purpose, th e A uthority shall have the pmve r lo exe rcise any and all
powers of the Members o r of a j o int pmve r s authority und e r the Act and oth e r applic a bl e
provision s o f law , subj ec t, howeve r , to i-l1 e conditions and restriction s he re in co ntained. Each
Member or Assoc iate Member may al so se parate ly exercise any and all such powe rs. The powe rs
of th e Authority are limited to those of a ge ne ral law county.
b . The Authority m ay ad o pt, from time to time, such resoluti o ns, guidelines, rules and
regulations for th e conduct of it s m ee tin gs and the activi ti es of the A uthority as it d eem s necessar y
or d es irabl e to accomplish it s purpose.
c. The A uthority shall h ave th e powe r to financ e tl1 e co n structi o n , acqms1Don,
improve m e nt and re habilitation of re al prope rly, including tl1 e powe r lo purchase, witl1 tl1 e
amounts rece ive d or to b e r ece ive d by it pursuant to a b o nd purch ase agree m e nt, b o nd s iss ue d by
any o f its Members o r Asso ci ate Members and o tl1 e r local age nci es at public or n egotia te d sale, for
tl1 e purpose set forth h e re in and in accordanc e with tl1 e Act. All or any part of such bonds so
purchased may be he ld by tl1 e A utl1orily or resold to public o r priva te purchase rs at public or
nego tiated sal e . The Autl1orily shall se t any otl1er terms and conditions of any purchase or sale
contemplated he re in as it d eems n ecessar y or conve nie nt and in fortl1 e ranc e of tl1 e Act. The
Autl1orily may is su e o r cause to b e iss u ed B o nd s or o tl1 e r ind e bte dness, and pled ge any o f its
prope rty o r reve nu es as se curi ty to tl1 e ex tent pe rmitted b y r eso lution of tl1 e Board unde r any
applicable provision of lavv. The Autl1orily may iss ue Bond s in accordance witl1 th e Act in order
to rai se fond s n ecessar y to e fl ecluate it s purpose he r e und e r and may e nte r into ag reem e nts to
sec ure such Bonds. The Authority m ay iss u e oth e r forms of ind e btedness a utl1ori ze cl b y th e Ac t,
and to secure such d e bt, to furth e r such purpose. The Autl1orily may utili ze otl1er forms of capital,
inducling, but not limited to , tl1 e A utho rity's inte rnal reso urc es, capital marke ts and otl1er forms of
private ca pital investm e nt autl1 o riz e d by tl1 e Act ..
cl . The A utl10rity is he re by autl10rizecl to d o all acts n ecessary for tl1e exerc ise o f it s
p owe r s, including, but not limited to:
(1) exec uting contracts,
(2) employ in g agents, consultants and employees,
(3) acquiring, constructing or providing for mainte nance and o p erati o n of a ny
building, vvork or improve m e nt,
(4) ac quiring, holding or di sposin g o f real o r perso nal prope rly wh e r eve r
locate d , including prope rly subj ecl lo mortgage,
(5 ) incurring d e bts, liabilities o r obligations,
(6) receiving gilts, contributio n s and d o nati o n s o f properly, hmcl s, serv ices and
any o tl1 e r forms of assistance from pe r so n s, firm s, corporatio n s or
gove rnme ntal e ntiti es,
(7) suing and be in g su e d in its own name, and liti ga ting or settlin g any sui ts or
claims,
(8) d o ing an y and all things necessary o r co nve ni e nt to tl1 e exerc ise o f it s
spec ifi c powe r s and to accomplishing it s purpose
(9) es tabli shing and/or admini stering cli su-icts to fin an ce and refinanc e tl1 e
acquisition, in stal la tion and improve m e nt of e nergy elliciency, water
conservation and renewable energy improvements to or on real properly
and in buildings. The Authority may enter into one or more agTeements,
including "vithout limitation, participation agreements and implementation
agreements to implement such progTams.
e. 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 funds
as the Board deems advisable, in the same manner and upon the same conditions as local agencies
pursuant to Section 53601 of the Government Code of the State of California.
L All properly, equipment, supplies, funds and records of the Authority shall be
owned by the Authority, except as may be provided otherwise herein or by resolution of tJ1e
Board.
g. Pursuant to tJ1e provisions of Section 6508.1 of tJ1e Act, tJ1e debts, liabilities and
obligations of the AutJ1orily shall not be debts, liabilities and obligations of tJ1e Members or
Associate Members. Any Bonds, togetJ1er witJ1 any interest and premium tJ1ereon, shall not
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree tJ1at any such Bonds issued by tJ1e AutJ1orily shall not constitute general obligations of
tJ1e AutJ1oriLy but shall be payable solely from tJ1e moneys pledged to tJ1e repayment of principal or
interest on such Bonds under tJ1e terms of tJ1e resolution, indenture, trust, agreement or otJ1er
instrument pursuant to which such Bonds are issued. NeitJ1er tJ1e Members or Associate
Members nor tJ1e AutJ1orily shall be obligated to pay tJ1e principal of or premium, if any, or
interest on tJ1e Bonds, or other costs incidental thereto, except from tJ1e revenues and funds
pledged tl1erefor, and neitJ1er tJ1e fa.itJ1 and credit nor tl1e taxing power of tl1e Members or
Associate Members or tJ1e AutJ1orily shall be pledged to tJ1e payment of tJ1e principal of or
premium, if any, or interest on tJ1e Bonds, nor shall tJ1e Members or Associate Members of tJ1e
AutJ1ority be obligated in any manner to make any appropriation for such payment. No covenant
or agTeement contained in any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of tJ1e Authority in an individual capacity, and neither
tJ1e Board nor any officer tJ1ereof executing tJ1e Bonds or any document related tJ1ereto shall be
liable personally on any Bond or be subject to any personal liability or accountability by reason of
tJ1e issuance of any Bonds.
7. Governing Board
a. The Board shall consist of tJ1e number of Delegates equal to one representative
from each Member.
b. The governing body of each Member shall appoint one of its Supervisors to serve
as a Delegate 011 tJ1e Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to tJ1e AutJ1oriLy 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 tJ1e governing
body of tJ1e Member in the same manner provided in tJ1is paragraph b ..
c. The governing body of each Member of tJ1e Board shall appoint a Supervisor as an
alternate to serve on tJ1e Board in tJ1e absence of' tJ1e Delegate; tJ1e alternate may exercise all tJ1e
ri ghts and privi leges of th e D e legate, including the right to be counted in constituting a quorum, lo
participate in the proceedings of the Board , and to vo te upon any and all matters . No alte rnate
may have more than one vote at any m eeting of th e Board, and any Member's d es ignation of an
alternate shall be d e liv e re d in writing (which may b e by electronic mail) to th e Authority and shal l
be e ffec ti ve until such alternate is re plac ed by hi s or her gove rning body or is no longer a
Supervisor, unless otherwise specifi ed in such appointment. Any vacancy shall b e fill e d by the
gove rning bod y of the Member in the same manner provided in thi s paragraph c..
d. Any person who is not a m e mbe r of th e governing body of a Member and who
attends a m eeting on b e half of such Member may not vote or be counted toward a quorum but
may, at th e di scre tion of the Chair, participate in open m eetings h e or she attends.
e . Each Associate Member may desig11at e a non-voting r e presentative to th e Board
who may nol be counted toward a quorum but who may attend open m eetin gs, propose agenda
items and othen~~se participate in Board Meetings.
f. Delegates shall not rec e ive compensation for serving as D e legates, but may claim
and receive re imburseme nt for expenses actual ly in curre d in connection with such se rvic e
pursuant to rul es approved by the Board and subj ect to the availabili ty of funds.
g. The Board shall have th e powe r , by resolution, to the ex te nt pe rmitted 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, oflicers or agents or the
Authority, and to cause any authorized D e legate, oflicer or agent to take any actions and exec ute
an y docume nts for and in th e n am e and 0 11 be half of tl1 e Board or tl1 e Autl10rity.
h. The Board may es tabli sh such conm1ittees as it d eems ne cessary for any lawful
purpose; such committees are advisory only and may not act or purport to act on b e half of tl1 e
Board or tl1 e Authority.
i. The Board shall deve lop, or cause to be d eve lo p ed, and review, modif)' as
necessary, and adopt each Program.
8. Meetings of the Board
a. The Bmml shall m eet at leas t once annually, but may meet more fr e que ntl y upon
call or any oflicer or as provid ed by reso lutio n of tl1 e Board.
b. Meetings or th e Board sha ll be called, notice d , h e ld and conducted pursuant to tl1 e
provisions of tl1 e Ralph M. Brown Act, Chapter 9 (commencing witl1 Section 54950 ) of Parl I of
Divi sio n 2 of Title 5 of tl1 e Gove rnme nt Code of tl1 e State of California.
c. T h e Secretaq, of tl1e A utl1 ority shall cause minutes of all meetings o f tl1 e B oard to
be tak e n and di stribute d to eac h Member as soon as p oss ible after eac h meeting.
cl. T he lesser o f twe lve (1 2 ) D e legates or a m ajo rity o f tl1 e numbe r of current
Delegates shall co n stitute a qu oru m for transactii1g bu sin ess at an y meeting o f tl1 e Board, exce p t
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 designated in notice properly given for a
meeting am! 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 v1Ce 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 perfonn such other duties as may
be specified by resolution of the Bo,ml. 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 o/Hdo as Executive Director, Secretary, Treasurer, and Auditor of the
Authority . As chief executive of the Authority, the Executive Director is aut11orized to execute
contracts and ot11er obligations of t11e Aut11ority, unless prior Board approval is required by a t11ird
party , by law or by Board specification, and to perform ot11er duties specified by t11e Boa.rd. The
Executive Director may appoint such ot11er officers as may be required for t11e orderly conduct of
t11e Authority's business and affa.irs who shall serve at t11e pleasure of t11e Executive Director.
Subject to t11e applicable provisions of any indenture or resolution providing for a trnstee or ot11er
fiscal agent, the Executive Director, as Treasurer, is designated as the custodian of t11e Authority's
hmds, from whatever source, and, as such, shall have t11e powers, duties and responsibilities
specified in Section 6505.5 of t11e Act. The Executive Director, as Auditor, shall have t11e powers,
duties and responsibilities specified in Section 6505.5 of t11e Act.
c. The Legislative Advocate for t11e Aut11ority shall be t11e Rural County
Representatives of California.
cl. The Treasurer and Auditor are public officers who have charge oC handle, or have
access to all property of t11e Aut11ority, ,md a bond for such officer in t11e a.mount of at least one
hundred thousand dollars ($100,000.00) shall be obtained at t11e expense of t11e Autl10rity and
filed H~th t11e Executive Director. Such bond may secure the fait11ful performance of such
officer's duties wit11 respect to a..not11er public office if such bond in at least t11e same amount
specifically mentions t11e office of t11e Aut11ority 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 ~t11 Section 6505 of t11e Act.
e. The business of t11e Aut11ority shall be conducted under t11e superv1s10n of t11e
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
The Authority shall appoint nine (9) members of it s Board to se n re on an Executive
Committee.
b. Powe rs and Limitations
The Executive Committee shall act in an advisory capacity and make
r eco mme ndation s to th e Authority Boa.rel. Duties .,~ll includ e , but not be limited to, r ev iew or the
quarterly and ann ua l budge ts, service as the Audit Committee for tl1e Autl1ority, pe riodically
r eview tl1is Ag reem e nt; and complete any otl1er tasks as may b e assig11ed b y tl1e Board . The
Executive Committee shall be subject to all limi tations imposed by tl1is Agree ment, otl1er
applicab le law, and r eso luti ons of tl1 e Board.
C. Quomm
A majority or tl1 e Executive C01runittee shall constitute a quorum for transac tin g
bu sin ess of tl1 e Executive Co1runittee .
11. Disposition of Assets
U pon te rmination of this Agreement, all re maining assets and liabilitie s or tl1 e Auth ority
shal l b e distributed to tl1 e res p ec ti ve Members in such manne r as shall be d e te rmine d by tl1 e
Board and in accordanc e witl1 tl1 e law.
12. Agreement Not Exclusive; Operation in.Jurisdiction of Member
T hi s Agreement shal l not be ex clu sive, and eac h Member ex press ly rese rves its rights to
carry out otl1er public capital improvements and progTams as provid ed for b y law and to issu e
other obli gatio ns for tl10 se purposes . This AgTeement shall not be d eemed to ame nd or alter tl1 e
te rms of otl1er agTee m e nts among the Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Inte rest Co de as required by law.
14. Contnlmtions and Advances
Contributions or advances of public fund s and o f pe r so nne l, equipme nt or property may
be made to tl1 e Autl1ority by an y Member, Associate Member or an y otl1er public ag e nc y to
furth e r tl1 e purp ose of tl1i s AgTeeme nt. Payme nt of public funds m ay be mad e to d e fra y tl1 e cost of
any contribution. Any advance may be mad e subj ect to re pay ment, and in that case shall b e re paid
in the manner agreed upon by th e advancing Member, Assoc iate Member or otl1er public ag e nc y
and th e Authority at tl1 e time of making tl1 e ad vanc e .
15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses
a. The fi sc al year o f tl1 e Au th o rity shall be th e pe ri o d fr om January 1 o r eac h year to
and including th e following D ecem be r 3 1, exce pt for an y partial fi scal year res ultin g fr o m a change
in accounting base d on a difle re nt fi sc al year prev iou sly.
b . Prior to the beginning of each fi sc al year, the Board shall adopt a budge t for th e
succeeding fiscal year.
c. The Au thority shall es tabli sh and maintain such funds and accounts as may be
re quire d by ge n e rall y accepted accounting principl es. The books and records of th e Authority are
public record s and shall b e open to in spectio n at all reasonable times by e ach Member and it s
representatives.
cl. The Audito r shall e ither make, or contract with a certified public acco untant or
public accountant to make, an annual audit of the accounts and record s of th e Autl1ority . The
minimum re quire m e nts of the audit shall b e tl1o se prescrib e d by tl1 e State Controller for spec ial
di stricts under Section 26909 of the Government Code of th e State of California, and shall
conform to ge n erally accepted auditing standards. vVhen an audit of acco unts and records is made
b y a certified public accountant or public accountant, a re p o rt tl1 e reof' shall be fil e d as a public
record witl1 eac h Member (and al so witl1 the auditor of Sacramento County as tl1 e county in which
the Authority's of lice is lo cate d) within 12 months alter the e nd of th e fiscal year.
e . In any year in which tl1e annual budge t of tl1 e Autl10rity does not exceed fi ve
tl10usand dollars ($5,000 .00), th e Board may, up o n unanimous approval of tl1 e Board, r e plac e tl1 e
annual audit witl1 au e n suing one-year pe riod , but in 110 eve nt for a period longer tl1a11 two fiscal
yea r s.
16. Duties of Members or Associate Members; Breach
If any Member or Assoc iate Member shall d efaul t in pe rfonning any cove nant contained
h e re in, suc h d efau lt shall not ex cu se tl1a t Member or Associate Member from fulfilling its otl1er
obligations h e re under, and such defaulting Member or Associate Member shall remain liable for
tl1 e p erformance of all covenants h e reof. Each Member or Associate Member h er e by d eclares
tl1at tl1i s Agreement is e ntered into for tl1 e b en e fit of tl1 e Autl1ority cr eated h e re by, and eac h
Member or Associate Member he r e by gTants to tl1 e Autliority tl1 e ri ght to e nforc e, by whatever
lawful m eans tl1 e Autl10 ri ty d eem s appropriate, all of tl1 e obligations of each of tl1 e parties
h e re unde r. Each and all of tl1 e r e m edies given to tl1 e Autl1ority h e r eund e r or by any law now or
h e reafte r e nacte d are cumulative, and tl1 e exe rcis e of one ri ght or re m ed y shall not impair tl1 e ri ght
of tl1 e Authority to any or all otl1er remedies.
17. Indemnification
To tl1 e full ex te nt pe rmitted by law, tl1 e Board may autl1orize ind e mnifi cation by tl1 e
Autl1ority of any person who is or was a Board D e legate, alternate, officer, consultant, employee or
o tl1 e r agent of tl1e Authori ty, and who "vas or is a party or is tlireate ne d to be made a party to a
proceeding by reaso n of tl1 e fact th at such p er so n is or was suc h a D e legate, alternate, oflicer,
consultant, employee or other agent o f the Authority . Such ind e mnification may be made against
ex p e ns es, judgments, fin es, settle m e nt s and o tl1 e r amounts actually and reasonably incurred in
connection witl1 such proceeding, if such p e rson acte d in good faitl1 and in a manner suc h p e r so n
reasonably b e li eve d to be in tl1 e b est in terests of tl1 e Authority and, in tl1e cas e o f a criminal
proc eeding, had n o r ea so nable cause to beli eve hi s or he r conduct was unlawful and , u1 th e case o r
an action b y or in th e ri ght or the Authority, acted with such care, including reasonable inquiry, as
an ordinarily prud e nt perso n in a like position vvoulcl u se unde r sunilar circumstances.
18. Innnunities
All of the privil eges and immunities from liabilities, exemptions from law, ordinances and
rules, all p e n sion, reliet: di sa bility , workers' compensation and other be nefits which apply to the
activity of ollicers, agents or employees or any of the Members or Associate Members when
pe rforming their res pe ctive hmctions, shall apply to th e m to th e sam e d egree and extent whil e
e ngage d as D e legates or otherwise as an officer, agent or other re prese ntative of the Authority or
while engaged in the pe rformanc e or any of their functions or duties under the provisions of thi s
Agreement.
19. Amendment
This AgTeement may be amended by the adoption of th e amendment by th e governing
bodies of a maj o rity of the Me111bers. The amendme nt shall b eco m e e ffective on th e first day of
th e month following the la st requiJ,e cl m e mb e r agency approval. An amendment may be initiate d
by th e Board , up o n approval by a majority or the Board. Any proposed amendment, including the
text of the propose d change, shall b e giv e n b y th e Board to eac h M e mbe r's Delegate for
prese ntation and action by eac h Member's board within 60 clays, which time may be extended b y
the Board.
The li st or Members, Attachment 1, may be upd ate d to re fl ect n ew and/or withclra,..vn
Members without requiring formal amendment of th e AgTeement b y the Authority Board or
Dire ctors .
.20. Withdrawal of Member or Associate Member
If a Member withdraws as m emb e r of RCRC, it s m e mb e rship u1 the Authority shall
automatically te rminate . A Member or Associate Member may withdraw from this AgTeement
upon \o\'l;tten notic e to th e Board; provid ed howeve r, that no such withdrawal shall res ult in the
di sso lution of the Authority as long as any Bond s or o th er obligations of the Authority re main
outstanding. Any such withdrawal shall beco m e e fl ec ti ve thirty (30) clays after a resolution adopted
by the M e mbe r's governing body which authorizes withdrawal is rece iv e d by the Authority.
Notwithstanclu1g th e for ego ing, any termination of m embe rship or withdrawal from th e Authority
shall not operate to relieve a ny terminated or "'ri thclraw ing Member or Associate Member from
Obligations incurred by su ch te rminated o r withdrawing Member or Assoc iate Member prior to
the tim e of it s termination or withdrawal .
.20. Miscellaneous
a. Counterparts. This AgTeeme nt may be exec ute d in seve ral counterparts, eac h of
which shall be an original and all or which shall constitute but one and the same in str ume nt.
b . Construction. The sec ti on headings h ere in are for conve ni e nc e o nl y an d are n ot to
be constiuecl as moclilying or governing the language in the section referred to.
c. Approvals. vVherever in this Agreement any consent or approval is required, the
s,une shall not be unreasonably witl1held.
cl. Jurisdiction; Venue. This Agreement is macle in the State of California, under the
Constitution and laws of such State ancl is to be so construed; any action to enforce or interpret its
terms shall be brought in Sacramento County, California.
e. Integration. This Agreement is the complete and exclusive statement of the
agreement among the parties hereto, ,md it supersedes and merges all prior proposals,
underst,mdings, and other agreements, vvhether oral, written, or implied in conduct, between and
among the parties relating to the subject matter of this AgTeement.
f. Successors; Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the successors of the parties hereto. Except to the extent expressly provided herein,
no Member may assig11 any right or obligation hereunder without the consent of the Board.
g. Severahility. Should any part, term or provision of this Agreement be decided by
the courts to be illegal or in conflict v\~th any law of the State . of California, or othenvise be
rendered unenforceable or inefledual, the validity of the remaining parts, terms or provisions
hereof shall not be allectecl thereby.
The parties hereto have caused this Agreement to be executed and attested by their properly
authorized officers.
AS ADOPTED BY THE MEMBERS:
Originallydatec!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
Amende d and restated December 10, 2014
ISIGNATURA~ ON FOLLOWING PAGES,
', ..
.,·
~ i ,I
SIONA TURE PAGE FOR NEW AS SOCIA TE ME MBERS
NAME OF COUNTY OR CITY :
t) Dated: & -f-f 7
By:. ~
Name : 0,., j ~< h Y1<,"~
Title <:7 ~n }v
Attest:
By 6 xw~,'tt I u ~ ck
[Clerk of the Board Supervisors or City Cl;] 0 -f"--t 7
AFTER EXECUTION. PLEASE SEND TO:
YGRENEENERGYFUND
ATTN : LEGAL DEPARTMENT
815 5TH STREET
SANTA ROSA CA 95404
APPROVED AS TO FORM:
~--~-'l':···· ·. . . 1-: ••. --;:=-11 · '.. . .
ef Randolph Stevenson Horn
City Attorney
8267 1.00000\960386 1. l
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
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
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