HomeMy WebLinkAboutCalifornia Home Finance Authority; 2015-06-19;EXHIBIT 3
CALIFORNIA HOME HNANCE 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 tiie counties listed on Attacliment 1 hereof and
incorporated herein by reference. All such counties are referred to herein as "Members" witii die
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, tiie California Rural Home Mortgage Finance Autiiority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant lo die Joint Exercise
of Powers Act (commencing witii Article 1 of Chapter .5 of Division 7 of Titie 1 of tiie
Govemment Code of tiie Stale of California (die "Acl"). By Resolution 2003-02, adopted on
January 15, 2003, tiie name of tiie autiiority was changed lo CRHMFA Hoinebuyers Fund. The
most recent amendment to die Joint Exercise of Powers Agreement was on January 28, 2004.
B. WHEREAS, tiie Members of CRHMFA Homebuyers Fund desire to update, reaffirm,
clarify and revise certain provisions of tiie joint powers agreement, including tiie renaming of die
joint powers autiiority, as set fortii herein.
C. WHEREAS, tiie Members are each empowered by law lo finance tiie construction,
acquisition, improvemenl and rehabilitation of real properly.
D. WHEREAS, by tiiis Agreement, die Members desire lo create and establish a joint powers
autiiority lo exercise tiieir respective powers for tiie purpose of financing tiie construction,
acquisition, improvement and rehabilitation of real property witiiin die jurisdiction of tiie Autiiority
as autiiorized by tiie Acl.
NOW, THEREFORE, in consideration of tiie mutual covenants contained herein, die Members
individually and collectively agree as follows:
1. Definitions
Unless tiie context otiierwise requires, tiie following tenns shall for purposes of tiiis
Agreement have die meanings specified below:
"Act" means tiie Joint Exercise of Powers Acl, commencing witii Article 1 of Chapter 5 of
Division 7 of Titie 1 of the Government Code of the Stale of Calilomia, including tiie Marks-Roos
Local Bond Pooling Acl of 1985, as amended.
"Agreement" means tiiis Joint Exercise of Powers Agreemenl, as tiie same now exists or as il
may from time to time be amended as provided herein.
"Associate Member" means a county, cily or otiier public agency which is not a voting
member of tiie Rural County Representatives of Califomia, a California nonprofit corporation
("RCRC"), widi legal power and autiiority similar lo dial of tiie Members, admitted pursuant lo
paragraph 4.d. below to associate membersliip herein by vole of tiie Board.
"Audit Committee" means a committee made up of tiie nine-member Executive
Committee.
"Authority" means Califomia Home Finance Autiiority ("CHF"), formerly knovm as
CRHMFA Homebuyers Fund or Califomia Rural Home Mortgage Finance Autiiority.
"Board" means tiie goveming board of die Autiiority as described in Section 7 below.
"Bonds" means bonds, notes, warrants, leases, certificates of participation, installmenl
purchase agreements, loan agreements and otiier securities or obligations issued by tiie Autiiority,
or financing agreements entered into by tiie Autiiority pursuant to tiie Act and any otiier obligation
witiiin tiie meaning of tiie lerm "Bonds" under tiie Acl.
"Delegate" means tiie Supervisor designated by the goveming board of each Member lo
serve on tiie Board of tiie Autiiority.
"Executive Committee" means die nine-member Executive Committee of tiie Board
established pursuant lo Section 10 hereof.
"Member" means any county which is a member of RCRC, has execuied tiiis Agreement
and has become a member of tiie Autiiority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installmenl
purchase agreements, loan agreements and otiier securities or obligations issued by tiie Autiiority,
or financing agreements entered into by the Autiiority pursuant lo tiie Act and any otiier financial
or legal obligation of tiie Autiiority under tiie Act
"Program" or "Project" means any work, improvemenl, program, projecl or service
undertaken by tiie Autiiority.
"Rural County Representatives of Califomia" or "RCRC" means tiie nonprofit entity
incorporated under tiiat name in tiie Stale of Califomia.
"Supervisor" means an elected County Supervisor from an RCRC member county.
2. Purpose
The purpose of tiie Autiiority is to provide financing for tiie acquisition, construction, ,
improvement and rehabilitation of real property in accordance witii applicable provisions of law
lor die benefit of residents and communities. In pursuit of tiiis purpose, tiiis Agreement provides
for die joint exercise of powers common to any of its Members and Associate Members as
provided herein, or otiierwise autiiorized by tiie Acl and other applicable laws, including assisting
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in financing as autiiorized herein, jointiy exercised in tiie manner set forth herein.
3. Principal Place of Business
The principal office of tiie Autiiority shall be 1215 K Street, Suite 1650, Sacramento,
Califomia 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. The Autiiority is hereby created pursuant to die Act As provided in tiie Act, tiie
Autiiority shall be a public entity separate and distinct from tiie Members or Associate Members.
b. The Autiiority will cause a notice of tiiis Agreemenl or any amendment hereto lo
be prepared and filed witii tiie office of tiie Secretary of State of Califomia in a timely fashion in
tiie manner set fortii in Section 6503.3 of tiie Act
c. A county tiial is a member of RCRC may petition lo become a member of tiie
Autiiority by submitting to tiie Board a resolution or evidence of otiier formal action taken by ils
governing body adopting tiiis Agreenient. The Board shall review tiie petition for membership
and shall vole lo approve or disapprove tiie petition. If tiie petition is approved by a majority of
tiie Board, such county shall immediately become a Member of die Autiiority.
d. An Associate Member may be added lo tiie Autiiority upon tiie affirmative
approval of its respective goveming board and pursuant to action by tiie Autiiority Board upon
such terms and conditions, and witii such rights, privileges and responsibilities, as may be
established from time lo time by tiie Board. Such tenns and conditions, and rights, privileges and
responsibilities may vary among tiie Associate Members. Associate Members shall be entitied lo
participate in one or more programs of tiie Autiiority as detemiined by tiie Board, bul shall not be
voting members of tiie Board. The Executive Director of tiic Autiiority shall enforce tiie terms
and conditions for prospective Associate Members to tiie Autiiority as provided by resolution of
tiie Board and as amended from time lo time by tiie Board. Changes in tiie tenns and conditions
for Associate Membership by tiie Board will nol constitute an amendmenl of tiiis Agreenient
5. Term and Termination of Powers
This Agreemenl shall become effective from tiie date hereof until tiie earlier of tiie time
when all Bonds and any interest tiiereon shall have been paid in full, or provision for such
payment shall have been made, or when tiie Autiiority shall no longer own or hold any interest in a
public capital improvement or program. The Autiiority shall continue lo exercise tiie powers
herein conferred upon it until termination of tiiis Agreement, except tiiat if any Bonds are issued
and delivered, in no event shall tiie exercise of tiie powers herein granted be terminated until all
Bonds so issued and delivered and tiie interest tiiereon shall have been paid or provision for such
payment shall have been made and any otiier debt incurred witii respect to any otiier financing
program established or administered by tiie Autiiority has been repaid in full and is no longer
outstanding.
6. Powers; Restriction upon Exercise
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a. To effectuate its purpose, tiie Autiiority shall have tiie power lo exercise any and all
powers of tiie Members or of a joint powers autiiority under tiie Act and otiier applicable
provisions of law, subject however, to tiie conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
of tiie Autiiority are limited lo tiiose of a general law county.
b. The Autiiority may adopt, from time to time, such resolutions, guidelines, rules and
regulations for tiie conduct of ils meetings and tiie activities of the Autiiority as il deems necessary
or desirable lo accomplish ils purpose.
c. The Autiiority shall have tiie power to finance tiie construction, acquisition,
improvemenl and rehabilitation of real property, including tiie power to purchase, witii tiie
amounts received or to be received by it pursuant lo a bond purchase agreenient, bonds issued by
any of ils Members or Associate Members and otiier local agencies at public or negotiated sale, for
tiie purpose set fortii herein and in accordance witii tiie Acl. All or any pari of such bonds so
purchased may be held by tiie Autiiority or resold lo public or private purchasers al public or
negotiated sale. The Autiiority shall set any otiier terms and conditions of any purchase or sale
contemplated herein as il deems necessary or convenient and in furtiierance of tiie Acl. The
Autiiority may issue or cause lo be issued Bonds or otiier indebtedness, and pledge any of ils
property or revenues as security lo tiie extent permitted by resolution of tiie Board under any
applicable provision of law. The Autiiority may issue Bonds in accordance witii tiie Act in order
to raise funds necessary lo efTecluate its purpose hereunder and may enter into agreements to
secure such Bonds. The Autiiority may issue otiier forms of indebtedness autiiorized by tiie Act,
and to secure such debt, to furtiier such purpose. The Autiiority may utilize otiier forais of capital,
including, but not limited lo, tiie Autiiority's intemal resources, capital mai kets and otiier forms of
private capital investment autiiorized by tiie Act.
d. The Autiiority is hereby autiiorized lo do all acts necessary for tiie exercise of its
powers, including, bul not limited lo:
(1) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring, constracting or providing for maintenance and operation of any
building, work or improvement
(4) acquiring, holding or disposing of real or personal property wherever
located, including property subject lo mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of properly, funds, services and
any otiier fonns of assistance from persons, firms, corporations or
governmental entities,
(7) suing and being sued in ils own name, and litigating or settiing any suits or
claims,
(8) doing any and all tilings necessary or convenient lo tiie exercise of its
specific powers and lo accomplishing its purpose
(9) establishing and/or administering districts lo finance and refinance tiie
acquisition, installation and improvement of energy efficiency, water
conservation and renewable energy improvements to or on real property
and in buildings. The Autiiority may enter into one or more agreements,
including witiioul limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject lo tiie applicable provisions of any indenture or resolution providing for tiie
investment of monies held tiiereunder, tiie Autiiority shall have tiie power to invest any of ils funds
as tiie Board deems advisable, in the same manner and upon the same conditions as local agencies
pursuant lo Section 53601 of tiie Govemment Code of tiie State of Calilornia.
f. All property, equipment, supplies, funds and records of die Autiiority shall be
owned by tiie Autiiority, except as may be provided otiierwise herein or by resolution of tiie
Board.
g. Pursuant lo tiie provisions of Section 6508.1 of tiie Acl, tiie debts, liabilities and
obligations of tiie Autiiority shall nol be debts, liabilities and obligations of tiie Members or
Associate Members. Any Bonds, togetiier witii any interesl and premium tiiereon, shall nol
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree tiiat any such Bonds issued by tiie Autiiority shall nol constitute general obligations of
tiie Autiiority but shall be payable solely from die moneys pledged lo tiie repayment of principal or
interest on such Bonds under tiie lerms of tiie resolution, indenture, trasl, agreement or otiier
instrument pursuant to which such Bonds are issued. Neitiier tiie Members or Associate
Members nor tiie Autiiority shall be obligated lo pay tiie principal of or premium, if any, or
interest on die Bonds, or otiier costs incidental tiiereto, except from tiie revenues and funds
pledged tiierefor, and neitiier tiie faitii and credit nor tiie taxing power of tiie Members or
Associate Members or tiie Autiiority shall be pledged to tiie payment of tiie principal of or
premium, if any, or interest on tiie Bonds, nor shall tiie Members or Associate Members of tiie
Autiiority be obligated in any manner to make any appropriation lor such payment No covenant
or agreenient contained in any Bond shall be deemed lo be a covenant or agreement of any
Delegate, or any officer, agenl or employee of the Autiiority in an individual capacity, and neitiier
tiie Board nor any officer tiiereof executing tiie Bonds or any document related tiiereto shall be
liable personally on any Bond or be subject lo any personal liability or accountability by reason of
the issuance of any Bonds.
7. Goveming Board
a. The Board shall consist of tiie number of Delegates equal to one represenlative
from each Member.
b. The goveming body of each Member shall appoint one of ils Supervisors lo serve
as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by electronic mail) to tiie Autiiority and shall be effective until he or she is replaced
by such goveming body or no longer a Supervisor; any vacancy shall be filled by tiie goveming
body of tiie Member in the same manner provided in tiiis paragraph b..
c. The goveming body of each Member of tiie Board shall appoint a Supervisor as an
altemate lo serve on tiie Board in die absence of tiie Delegate; tiie altemate may exercise all tiie
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rights and privileges of tiie Delegate, including tiie right lo be counted in constituting a quorum, to
participate in die proceedings of die Board, and to vole upon any and all matters. No altemate
may have more tiian one vote at any meeting of die Board, and any Member's designation of an
altemate shall be delivered in writing (which may be by electronic mail) lo tiie Autiiority and shall
be effective until such altemate is replaced by his or her goveming body or is no longer a
Supervisor, unless otiierwise specified in such appointment Any vacancy shall be filled by tiie
goveming body of tiie Member in tiie same manner provided in tiiis paragraph c.
d. Any person who is not a member of tiie goveming body of a Member and who
attends a meeting on behalf of such Member may not vote or be counted toward a quorum bul
may, at tiie discretion of tiie Chair, participate in open meetings he or she attends.
e. Each Associate Member may designate a non-voting represenlative lo tiie Board
who may nol be counted toward a quorum bul who may attend open meetings, propose agenda
items and otiierwise participate in Board Meetings.
I. Delegates shall nol receive compensation for serving as Delegates, but may claim
and receive reimbursement for expenses actually incurred in connection witii such service
pursuant to rules approved by tiie Board and subject to tiie availability of funds.
g. The Board shall have tiie power, by resolution, to tiie extent permitted by tiie Act
or any otiier applicable law, lo exercise any powers of tiie Autiiority and lo delegate any of its
functions lo the Executive Committee or one or more Deleg^ates, officers or agents of tiie
Autiiority, and lo cause any autiiorized Delegate, officer or agenl to lake any actions and execute
any documents for and in tiie name and on behalf of tiie Board or tiie Autiiority.
II. The Board may establish such committees as it deems necessary for any lawful
purpose; such committees are advisory only and may nol acl or purport to act on behalf of tiie
Board or tiie Autiiority.
i. The Board shall develop, or cause to be developed, and review, modify as
necessary, and adopt each Program.
8. Meetings of the Board
a. The Board shall meet at least once annually, but may meet more frequentiy upon
call of any officer or as provided by resolution of tiie Board.
b. Meetings of tiie Board shall be called, noticed, held and conducted pursuant lo tiie
provisions of tiie Ralph M. Brown Acl, Chapter 9 (commencing witii Section 54950) of Pari I of
Division 2 of Titie 5 of tiie Govemment Code of tiie Stale of California.
c. The Secretary of die Autiiority shall cause minutes of all meetings of tiie Board lo
be taken and distributed to each Member as soon as possible after each meeting.
d. The lesser of twelve (12) Delegates or a majority of the number of current
Delegates shall constitute a quorum for transacting business at any meeting of tiie Board, except
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tiiat less tiian a quoram may act lo adjoum a meeting. Each Delegate shall have one vole.
e. Meetings may be held al any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner otiierwise allowed
by law.
9. Officers; Duties; Official Bonds
a. The Board shall elect a chair and vice chair from among tiie Delegates at tiie
Board's annual meeting who shall serve a lerm of one (1) year or until tiieir respective successor is
elected. The chair shall conduct tiie meetings of tiie Board and perfonn such otiier duties as may
be specified by resolution of tiie Board. The vice chair shall perform such duties in tiie absence or
in die event of tiie unavailability of tiie chair.
b. The Board shall contract annually witii RCRC to administer tiie Agreenient and lo
provide administrative services to tiie Autiiority, and tiie President and Chief Executive Officer of
RCRC shall serve ex o/ffcio as Executive Director, Secretary, Treasurer, and Auditor of tiie
Autiiority. As chief executive of tiie Autiiority, tiie Executive Director is autiiorized to execute
contracts and otiier obligations of tiie Autiiority, unless prior Board approval is required by a tiiird
party, by law or by Board specification, and to perfomi otiier duties specified by tiie Board. The
Executive Director may appoint such otiier officers as may be required for tiie orderly conduct of
the Authority's business and affairs who shall serve al tiie pleasure of tiie Executive Director.
Subject to tiie applicable provisions of any indenture or resolution providing for a trustee or otiier
fiscal agent, tiie Executive Director, as Treasurer, is designated as tiie custodian of tiie Authority's
funds, from whatever source, and, as such, shall have tiie powers, duties and responsibilities
specilied in Section 6505.5 of die Act. The Executive Director, as Auditor, shall have tiie powers,
duties and responsibilities specified in Section 6505.5 of tiie Acl.
c. The Legislative Advocate for die Autiiority shall be tiie Rural County
Representatives of Califomia.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all property of die Autiiority, and a bond for such officer in die amount of at least one
hundred tiiousand dollars ($100,000.00) shall be obtained al tiie expense of tiie Autiiority and
filed witii tiie Executive Director. Such bond may secure tiie faitiiful perfonnance of such
officer's duties witii respect to anotiier public office if such bond in at least die same amount
specifically mentions tiie office of tiie Autiiority 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 witii Section 6505 of tiie Act
e. The business of tiie Autiiority shall be conducted under tiie supervision of tiie
Executive Director by RCRC personnel.
10. Executive Committee of the Authority
a. Composition
Committee.
The Autiiority shall appoint nine (9) members of its Board lo serve on an Executive
Powers and Limitations
The Executive Committee shall act in an advisory capacity and make
recommendations lo tiie Autiiority Board. Duties will include, bul nol be limited lo, review of tiie
quarterly and annual budgets, service as tiie Audit Committee for tiie Autiiority, periodically
review tiiis Agreement; and complele any otiier tasks as may be assigned by tiie Board. The
Executive Committee shall be subject lo all limitations imposed by tiiis Agreemenl, otiier
applicable law, and resolutions of tiie Board.
c. Quorum
A majority of die Executive Committee shall constitute a quorum for transacting
business of tiie Executive Committee.
11. Disposition of Assets
Upon termination of tiiis Agreemenl, all remaining assets and liabilities of tiie Autiiority
shall be distributed lo die respective Members in such manner as shall be determined by tiie
Board and in accordance witii tiie law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
This Agreemenl shall nol be exclusive, and each Member expressly reserves ils rights lo
carry out otiier public capital improvements and programs as provided for by law and lo issue
otiier obligations for tiiose purposes. This Agreenient shall not be deemed to amend or alter tiie
tenns of otiier agreements among tiie Members or Associate Members.
13. Conflict of Interest Code
The Authority shall by resolution adopt a Conflict of Interest Code as reciuired by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or property may
be made lo tiie Autiiority by any Member, Associate Member or any otiier public agency to
furtiier tiie purpose of tiiis Agreemenl. Payment of public funds may be made lo defray tiie cost of
any contribution. Any advance may be made subject to repayment, and in tiiat case shall be repaid
in tiie manner agreed upon by tiie advancing Member, Associate Member or otiier public agency
and tiie Autiiority at tiie time of making the advance.
15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses
a. The fiscal year of tiie Autiiority shall be tiie period from January 1 of each year lo
and including die following December 31, except for any partial fiscal year resulting from a change
in accounting based on a diflerenl fiscal year previously.
b. Prior to tiie beginning of each fiscal year, tiie Board shall adopt a budget for tiie
succeeding fiscal year.
c. The Autiiority shall establish and maintain such funds and accounts as may be
required by generally accepted accounting principles. The books and records of die Autiiority are
public records and shall be open lo inspection al all reasonable times by each Member and its
representatives.
d. The Auditor shall eitiier make, or conlract witii a certified public accountant or
pubhc accountant to make, an annual audit of tiie accounts and records of tiie Autiiority. The
minimum requirements of tiie audit shall be tiiose prescribed by tiie Slate Controller for special
districts under Section 26909 of tiie Government Code of tiie State of Califomia, and shall
confomi lo generally accepted auditing standards. When an audit of accounts and records is made
by a certified public accountant or public accountant, a report tiiereof shall be filed as a public
record witii each Member (and also witii tiie auditor of Sacramento County as tiie county in which
tiie Autiiority's office is located) vntiiin 12 montiis after tiie end of tiie fiscal year.
e. In any year in which tiie annual budget of tiie Autiiority does nol exceed five
tiiousand dollars ($5,000.00), tiie Board may, upon unanimous approval of tiie Board, replace die
annual audit witii an ensuing one-year period, but in no event for a period longer tiian two fiscal
years.
16. Duties of Members or Associate Members; Breach
If any Member or Associate Member shall default in perfonning any covenant contained
herein, such default shall nol excuse tiial Member or Associate Member from fulfilling its otiier
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
tiie performance of all covenants hereof. Each Member or Associate Member hereby declares
tiiat tills Agreement is entered into for tiie benefit of tiie Autiiority created hereby, and each
Member or Associate Member hereby grants to tiie Autiiority tiie right lo enforce, by whatever
lawful means die Autiiority deems appropriate, all of tiie obligations ot each of tiie parties
hereunder. Each and all of tiie remedies given lo tiie Autiiority hereunder or by any law now or
licrealler enacted are cumulative, and tiie exercise ol one right or remedy shall nol impair tiie right
of tiie Autiiority lo any or all otiier remedies.
17. Indemnification
To tiie full extent pennitted by law, tiie Board may autiiorize indemnification by tiie
Autiiority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or
otiier agenl of tiie Autiiority, and who was or is a parly or is tiireatened lo be made a party to a
proceeding by reason of tiie fact dial such person is or was such a Delegate, altemate, officer,
consultant, employee or otiier agenl of tiie Autiiority. Such indemnification may be made against
expenses, judgments, fines, settiements and otiier amounts actually and reasonably incurred in
connection witii such proceeding, if such person acted in good faitii and in a manner such person
reasonably believed to be in the best interests of tiie Authority and, in the case of a criminal
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proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in tiie case of
an action by or in tiie right of tiie Autiiority, acted witii such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar circumstances.
18. Immimities
All of tiie privileges and immunities from liabilities, exemptions from law, ordinances and
rules, all pension, relief, disability, workers' compensation and otiier benefits which apply lo tiie
activity of officers, agents or employees of any of tiie Members or Associate Members when
performing tiieir respective functions, shall apply to tiiem to tiie same degree and extent while
engaged as Delegates or otiierwise as an officer, agenl or otiier represenlative of die Autiiority or
while engaged in the perfonnance of any of tiieir functions or duties under tiie provisions of tiiis
Agreement
19. Amendment
This Agreemenl may be amended by tiie adoption of tiie amendmenl by tiie goveming
bodies of a majority of tiie Members. The amendmenl shall become eflective on tiie first day of
tiie niontii following tiie last required member agency approval. An amendment may be initiated
by tiie Board, upon approval by a majority of tiie Board. Any proposed amendment, including tiie
text of tiie proposed change, shall be given by tiie Board lo each Member's Delegate lor
presentation and action by each Member's board witiiin 60 days, which time may be extended by
tiie Board.
The list of Members, Attachmenl 1, may be updated lo reflect new and/or witiidrawn
Members witiioul requiring formal amendment of tiie Agreement by tiie Autiiority Board of
Directors.
20. Withdrawal of Member or Associate Member
If a Member witiidraws as member of RCRC, ils membership in tiie Autiiority shall
automatically tenninate. A Member or Associate Member may witiidraw from this Agreement
upon written notice to the Board; provided however, tiiat no such witiidrawal shall result in tiie
dissolution of tiie Autiiority as long as any Bonds or otiier obligations of tiie Autiiority remain
outstanding. Any such witiidrawal shall become effective tiiirty (30) days afler a resolution adopted
by tiie Member's goveming body which autiiorizes witiidrawal is received by tiie Autiiority.
Nolwitiistanding tiie foregoing, any temiination of membership or withdrawal from tiie Autiiority
shall not operate to relieve any lemiinated or witiidrawing Member or Associate Member from
Obligations incurred by such terminated or witiidrawing Member or Associate Member prior lo
tiie time of its termination or witiidrawal.
20. Miscellaneous
a. Covinterparts. Tius Agreement may be executed in several counterparts, each of
wliich shall be an original and all of which shall constitute bul one and tiie same instrument
b. Constraction. The section headings herein are for convenience only and are not to
be constraed as modifying or goveming tiie language in the section referred lo.
c. Approvals. Wlierever in tiiis Agreement any consent or approval is required, tiie
same shall nol be unreasonably witiiheld.
d. Jurisdiction; Venue. This Agreement is made in the Slate of California, under tiie
Constitution and laws of such Stale and is to be so construed; any action lo enforce or interpret ils
tenns shall be brought in Sacramento County, Califomia.
e. Integration. This Agreemenl is die complete and exclusive statement of tiie
agreemenl among die parties hereto, and il supersedes and merges all prior proposals,
understandings, and otiier agreements, whetiier oral, written, or implied in conduct, between and
among tiie parties relating lo die subject matter of tiiis Agreement
f. Successors; Assignment. This Agreement shall be binding upon and shall inure lo
tiie benefit of tiie successors of tiie parties hereto. Except to tiie extent expressly provided herein,
no Member may assign any right or obligation hereunder witiioul the consent of tiie Board.
g. Severability. Should any part, lerm or provision of tiiis Agreemenl be decided by
tiie courts lo be illegal or in confiict witii any law of tiie State of Califomia, or otiierwise be
rendered unenforceable or ineffectual, tiie validity of tiie remaining parts, temis or provisions
hereof shall not be affected thereby.
The parties hereto have caused tiiis Agreemenl lo be executed and attested by tiieir properly
autiiorized officers.
AS ADOFFED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated Febraary 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
[SIGNATURES ON FOLLOWING FAGES\
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SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
CITY OF CARLSBAD, CALIFORNIA Dated: Jor\€^ / <^Ol S
Name: Matt Hall
Title:
Attest:
By
[Clerk of the Board Supervisors^ City Q
AFTER EXECUTION. PLEASE SEND TO:
Golden State Finance Authority
(formerly Califomia Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
APPROVED AS TO FORM
7Z
82671.00000\9603861.
ATTACHMENT 1
CALIFORNIA HOME HNANCE 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 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