HomeMy WebLinkAbout2015-06-09; City Council; Resolution 2015-143EXHIBIT 2
1 RESOLUTION NO. 2015-143
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN
THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE
4 AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2014-1 (CLEAN
ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS,
5 ENERGY EFFICIENCY AND WATER CONSERVATION
IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING
INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN
7 THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO.
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WHEREAS, the California Home Finance Authority, a California joint powers authority,
(the Authority) has established the Community Facilities District No. 2014-1 (Clean Energy) in
accordance with the Mello-Roos Community Facilities Act, set forth in sections 53311 through
53368.3 of the California Government Code (the Act) and particularly in accordance with
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14 sections 53313.5(1) and 53328.1(a) (the District); and
15 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 (authorized improvements); and
WHEREAS, the Authority is in the process of amending the Authority Joint Powers
21 Agreement (Authority JPA) to formally change its name to the Golden State Finance Authority;
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WHEREAS, the City of Carlsbad is committed to development of renewable energy
generation and energy efficiency improvements, reduction of greenhouse gases, and protection
ofthe environment; and
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1 WHEREAS, in the Act, the Legislature has authorized a parcel within the territory ofthe
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District to annex to the District and be subject to the special tax levy of the District only (i) if the
city or county within which the parcel is located has consented, by the adoption of a resolution
by the applicable City Council 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
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7 owners ofthe parcel when it is annexed (Unanimous Approval Agreement), which, as provided
8 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 the Authority
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^2 in order to efficiently and economically assist property owners the city in financing such
14 authorized improvements; and
15 WHEREAS, the Authority has established the District, as permitted by the Act, the
^6 Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the city,
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desires to become an Associate Member ofthe JPA by execution ofthe JPA Agreement, a copy
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of which is attached as Exhibit "A" hereto, to participate in the programs of the JPA and, to
2Q assist property owners within the incorporated area of the city in financing the cost of installing
21 authorized improvements; and
22 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.
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1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows:
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That the above recitations are true and correct.
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The City Council finds and declares that properties in the city's incorporated area
5 will be benefited by the availability of the Authority CFD No. 2014-1 (Clean Energy)
, to finance the installation of the authorized improvements.
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y 3. The City Council consents to inclusion in the Authority CFD No. 2014-1 (Clean
Energy) of all ofthe properties in the incorporated area within the city and to the
8 authorized improvements, upon the request of and execution of the Unanimous
Approval Agreement by the owners of such properties when such properties are
9 annexed, in compliance with the laws, rules and regulations applicable to such
program; and to the assumption of jurisdiction thereover by the Authority for the
purposes thereof.
The consent ofthe City Council constitutes assent to the assumption of jurisdiction
12 by the Authority for all purposes of the Authority CFD No. 2014-1 (Clean Energy)
and authorizes the Authority, upon satisfaction of the conditions imposed in this
13 resolution, to take each and every step required for or suitable for financing the
authorized improvements.
5. The City Council hereby approves joining the JPA as an Associate Member and
authorizes the execution by appropriate city officials of any necessary documents
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17 6. City staff is authorized and directed to coordinate with the Authority staff to
facilitate operation ofthe Authority CFD No. 2014-1 (Clean Energy) within the city,
and report back periodically to the City Council on the success of such program.
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This Resolution shall take effect immediately upon its adoption. The City Clerk is
20 directed to send a certified copy of this resolution to the Secretary of the
Authority.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 9**^ day of June, 2015, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Blackburn, Schumacher, Wood, Packard.
None.
ABSENT: None.
\TT>IA'LL, Mayor MATT
ATTEST:
BARBARA ENGLESON,^y Clerk
(SEAL)
EXHIBIT 3
CALIFORNIA HOME FINANCE AUTHORITY
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original date July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
("Agreement") is entered into by and among tlie counties listed on Attachment 1 hereof and
incorporated herein by reference. All such counties are referred to herein as "Members" widi die
respective powers, privileges and restrictions provided herein.
RECITALS
A. WHEREAS, tlie California Rural Home Mortgage Finance Autiiority ("CRHMFA") was
created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to die Joint Exercise
of Powers Act (commencing widi Article 1 of Chapter 5 of Division 7 of Title 1 of die
Government Code of die State of California (tlie "Act"). By Resolution 2003-02, adopted on
January 15, 2003, die name of tlie autiiority was changed to CRHMFA Homebuyers Fund. The
most recent amendment to die Joint Exercise of Powers Agreement was on January 28, 2004.
B. WHEREAS, die Members of CRHMFA Homebuyers Fund desire to update, reaffirm,
clarify and revise certain provisions of tlie joint powers agreenient, including die renaming of tlie
joint powers autiiority, as set fortii herein.
C. WHEREAS, die Members are each empowered by law to finance tlie construction,
acquisition, improvement and rehabilitation of real property.
D. WHEREAS, by diis Agreement, tlie Members desire to create and establish a joint powers
authority to exercise dieir respective powers for tlie purpose of financing die construction,
acquisition, improvement and rehabilitation of real property witiiin tiie jurisdiction of tiie Autiiority
as autiiorized by tiie Act.
NOW, THEREFORE, in consideration of tiie mutual covenants contained herein, tiie Members
individually and collectively agree as follows:
1. Definitions
Unless tiie context otiierwise requires, tiie following terms shall for purposes of tiiis
Agreement have tiie meanings specified below:
"Act" means tiie Joint Exercise of Powers Act, commencing witii Article 1 of Chapter 5 of
Division 7 of Titie 1 of tiie Government Code of tiie State of Califomia, including tiie Marks-Roos
Local Bond Pooling Act of 1985, as amended.
"Agreement" means tiiis Joint Exercise of Powers Agreenient, as tiie same now exists or as it
may from time to time be amended as provided herein.
"Associate Member" means a county, city or otiier public agency which is not a voting
member of tiie Rural County Representatives of California, a Califomia nonprofit corporation
("RCRC"), vvitii legal power and autiiority similar to tiiat of tiie Members, admitted pursuant to
paragraph 4.d. below to associate membersliip herein by vote of the Board.
"Audit Committee" means a committee made up of tiie nine-member Executive
Committee.
"Authority" means Califomia Home Finance Autiiority ("CHF"), formerly known as
CRHMFA Homebuyers Fund or Califomia Rural Home Mortgage Finance Autiiority.
"Board" means tiie goveming board of tiie Autiiority as described in Section 7 below.
"Bonds" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and otiier securities or obligations issued by tiie Authority,
or financing agreements entered into by tiie Autiiority pursuant to tiie Act and any otiier obligation
witiiin tiie meaning of tiie term "Bonds" under tiie Act.
"Delegate" means tiie Supervisor designated by tiie goveming board of each Member to
serve on tiie Board of tiie Autiiority.
"Executive Committee'' means tiie nine-member Executive Committee of tiie Board
established pursuant to Section 10 hereof.
"Member" means any county which is a member of RCRC, has executed tiiis Agreement
and has become a member of tiie Authority.
"Obligations" means bonds, notes, warrants, leases, certificates of participation, installment
purchase agreements, loan agreements and otiier securities or obligations issued by tiie Autiiority,
or financing agreements entered into by tiie Autiiority pursuant to tiic Act and any otiier financial
or legal obligation of die Autiiority under tiie Act.
"Program" or "Project" means any work, improvement, program, project or service
undertaken by tiie Autiiority.
"Rural County Representatives of Califomia" or "RCRC" means tiie nonprofit entity
incorporated under tiiat name in tiie State 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 with applicable provisions of law
for tiie benefit of residents and communities. In pursuit of tiiis purpose, tiiis Agreement provides
lor tiie joint exercise of powers common to any of its Members and Associate Members as
provided herein, or otiierwise autiiorized by tiie Act and otiier applicable laws, including assisting
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in financing as autiiorized herein, jointiy exercised in tiie manner set fortii herein.
3. Principal Place of Business
The principal office of tiie Autiiority shall be 1215 K Street, Suite 1650, Sacramento,
California 95814.
4. Creation of Authority; Addition of Members or Associate Members
a. The Autiiority is hereby created pursuant to tiie 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 Agreement or any amendment hereto to
be prepared and filed witii tiie office of tiie Secretary of State of California in a timely fashion in
tiie manner set fortii in Section 6503.3 of tiie Act.
c. A county tiiat is a member of RCRC may petition to become a member of tiie
Autiiority by submitting to tiie Board a resolution or evidence of otiier formal action taken by its
goveming body adopting tiiis Agreement. The Board shall review tiie petition for membership
and shall vote to approve or disapprove die petition. If tiie petition is approved by a majority of
tiie Board, such county shall immediately become a Member of tiie Authority.
d. An Associate Member may be added to tiie Autiiority upon tiie affirmative
approval of its respective goveming board and pursuant to action by tiie Authority Board upon
such temis and conditions, and witii such rights, privileges and responsibilities, as may be
established from time to time by tiie Board. Such terms and conditions, and rights, privileges and
responsibilities may vary among tiie Associate Members. Associate Members shall be entitied to
participate in one or more programs of tiie Autiiority as detemiined by tiie Board, but shall not be
voting members of tiie Board. The Executive Director of tiie Autiiority shall enforce tiie terms
and conditions for prospective Associate Members to the Autiiority as provided by resolution of
tiie Board and as amended from time to time by tiie Board. Changes in tiie terms and conditions
for Associate Membership by tiic Board will not constitute an amendment of tiiis Agreement.
5. Term and Termination of Powers
This Agreement 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 to exercise tiie powers
herein conferred upon it until temiination of tiiis Agreement, except tiiat if any Bonds are issued
and delivered, in no event shall tiie exercise of tiie powers herein granted be tenninated 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 to 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 to 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 its meetings and tiie activities of tiie Autiiority as it deems necessary
or desirable to accomplish its purpose.
c. The Autiiority shall have tiie power to finance die construction, acquisition,
improvement and rehabilitation of real property, including tiie power to purchase, vritii tiie
amounts received or to be received by it pursuant to a bond purchase agreenient, bonds issued by
any of its Members or Associate Members and otiier local agencies at public or negotiated sale, for
tiie purpose set fortii herein and in accordance witii tiie Act. All or any part of such bonds so
purchased may be held by tiie Autiiority or resold to public or private purchasers at public or
negotiated sale. The Autiiority shall set any otiier temis and conditions of any purchase or sale
contemplated herein as it deems necessary or convenient and in furtiierance of tiie Act. The
Autiiority may issue or cause to be issued Bonds or otiier indebtedness, and pledge any of its
property or revenues as security to tiie extent permitted by resolution of tiie Board under any
applicable provision of law. The Autiiority may issue Bonds in accordance vritii tiie Act in order
to raise funds necessary to effectuate 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 forms of capital,
including, but not limited to, tiie Autiiority's internal resources, capital markets and otiier fomis of
private capital investment autiiorized by tiie Act..
d. The Autiiority is hereby autiiorized to do all acts necessary for tiie exercise of its
powers, including, but not limited to:
(1) executing contracts,
(2) employing agents, consultants and employees,
(3) acquiring, constructing or providing for inainLenancc and operation of any
building, work or improvement,
(4) acquiring, holding or disposing of real or personal property wlierever
located, including property subject to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, funds, services and
any otiier forms of assistance from persons, firms, corporations or
govemmental entities,
(7) suing and being sued in its own name, and litigating or settling any suits or
claims,
(8) doing any and all tilings necessary or convenient to the exercise of its
specific powers and to accomplislung its purpose
(9) establishing and/or administering districts to finance and refinance tiie
acquisition, installation and improvement of energy efficiency, water
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conservation and renewable energy improvements lo or on real property
and in buildings. The Autiiority may enter into one or more agreements,
including witiiout limitation, participation agreements and implementation
agreements to implement such programs.
e. Subject to 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 its funds
as tiie Board deems advisable, in tiie same manner and upon tiie same conditions as local agencies
pursuant to Section 53601 of tiic Government Code of tiie State of California.
f. All property, equipment, supplies, funds and records of tiie Autiiority shall be
owned by tiie Autiiority, except as may be provided otiierwise herein or by resolution of tiie
Board.
g. Pursuant to tiie provisions of Section 6508.1 of tiie Act, tiie debts, liabilities and
obligations of tiie Autiiority shall not be debts, liabilities and obligations of tiie Members or
Associate Members. Any Bonds, togetiier witii any interest and premium tiiereon, shall not
constitute debts, liabilities or obligations of any Member. The Members or Associate Members
liereby agree tiiat any such Bonds issued by tiie Autiiority shall not constitute general obligations of
tiie Autiiority but shall be payable solely from tiie moneys pledged to tiie repayment of principal or
interest on such Bonds under tiie terms of tiie resolution, indenture, tmst, agreement or otiier
instrument pursuant to which such Bonds are issued. Neitiier the Members or Associate
Members nor tiie Autiiority shall be obligated to pay tiie principal of or premium, if any, or
interest on tiie Bonds, or otiier costs incidental tiiereto, except from tiie revenues and funds
pledged tiierefor, and neitiier tiie faitii and credit nor tiic 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 for such payment No covenant
or agreenient contained in any Bond shall be deemed to be a covenant or agreement of any
Delegate, or any officer, agent or employee of tiie 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 to any personal liability or accountability by reason of
die issuance ot any Bonds.
7. Goveming Board
a. The Board shall consist of the 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 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 tiie same manner provided in tiiis paragraph b..
c. The goveming body of each Member of tiie Board shall appoint a Supervisor as an
altemate to serve on tiie Board in tiic absence of tiie Delegate; tiie alternate may exercise all tiie
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rights and privileges of tiie Delegate, including tiie right to be counted in constituting a quorum, to
participate in tiie proceedings of the Board, and to vote 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) to 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 the
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 but
may, at tiie discretion of tiie Chair, participate in open meetings he or she attends.
e. Each Associate Member may designate a non-voting representative to tiie Board
who may not be counted toward a quorum but who may attend open meetings, propose agenda
items and otiierwise participate in Board Meetings.
1. Deleg-ates shall not 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, to exercise any powers of tiie Autiiority and lo delegate any of ils
functions lo tiie Executive Committee or one or more Delegates, officers or agents of tiie
Autiiority, and lo cause any autiiorized Delegate, officer or agent lo take any actions and execute
any documents for and in tiie name and on behalf of tiie Board or tiie Autiiority.
h. The Board may establish such committees as il deems necessary for any lawful
purpose; such commillees are advisory only and may nol act or purport to act on behalf of tiie
Board or tiie Autiiority.
i. The Board shall develop, or cause lo be developed, and review, modify as
necessary, and adopt each Program.
8. Meetings of fhe Board
a. The Board shall meet al 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 to tiie
provisions of tiie Ralph M. Brown Act, 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 tiie Autiiority shall cause minutes of all meetings of die Board to
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 quorum may act lo adjoum a meeting. Each Delegate shall have one vole.
e. Meetings may be held at any location designated in notice properly given for a
meeting and may be conducted by telephonic or similar means in any manner 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 perform such otiier duties as may
be specified by resolution of tiie Board. The vice chair shall perform such duties in tiie absence or
in tiic event of tiie unavailability of tiie chair.
b. The Board shall contract annually with RCRC to administer tiie Agreenient and lo
provide administrative services to die Autiiority, and tiie President and Chief Executive Officer of
RCRC shall serve ex officio as Executive Director, Secretary, Treasurer, and Auditor of tiie
Autiiority. As chief executive of tiie Autiiority, tiie Executive Director is autiiorized lo execute
contracts and otiier obligations of tiie Autiiority, unless prior Board approval is required by a tiiird
parly, 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 die orderly conduct of
the Authority's business and affairs who shall serve at the pleasure of tiie Executive Director.
Subject lo tiie applicable provisions of any indenture or resolution providing for a trustee or other
fiscal agent, tiic 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
specified in Section 6505.5 of tiie Act The Executive Director, as Auditor, shall have die powers,
duties and responsibilities specified in Section 6505.5 of tiie Act
c. The Legislative Advocate for tiie Autiiority shall be tiie Rural County
Representatives of Calif omia.
d. The Treasurer and Auditor are public officers who have charge of, handle, or have
access to all properly of die Autiiority, and a bond for such officer in tiie amounl of al least one
hundred tiiousand dollars ($100,000.00) shall be obtained at 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 lo anotiier public office if such bond in al least die same amount
specifically mentions tiie office of tiie Autiiority as required herein. The Treasurer and Auditor
shall cause periodic independenl 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 die
Executive Director by RCRC personnel.
10. Executive Committee of fhe 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 acl in an advisory capacity and make
recommendations lo tiie Autiiority Board. Duties will include, bul not 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 Agreement, otiier
applicable law, and resolutions of tiie Board.
c. Quorum
A majority of tiie Executive Committee shall constitute a quomm for transacting
business of tiie Executive Committee.
11. Disposition of Assets
Upon temiination of tiiis Agreenient, all remaining assets and liabilities of tiie Autiiority
shall be distributed to die respective Members in such manner as shall be detennined by tiie
Board and in accordance witii tiie law.
12. Agreement Not Exclusive; Operation in Jurisdiction of Member
Tliis Agreement shall not be exclusive, and each Member expressly reserves its rights to
carry out otiier public capital improvements and programs as provided for by law and to issue
otiier obligations for tiiose purposes. Tliis Agreement 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 Autiiority shall by resolution adopt a Conflict of Interest Code as required by law.
14. Contributions and Advances
Contributions or advances of public funds and of personnel, equipment or properly may
be made to tiie Autiiority by any Member, Associate Member or any otiier public agency lo
furtiier tiie purpose of tiiis Agreement Payment of public funds may be made lo defray tiie cost of
any contribution. Any advance may be made subject lo repaymenl, and in tiial case shall be repaid
in tiie manner agreed upon by tiie advancing Member, Associate Member or otiier public agency
and tiie Autiiority al tiie time of making tiie advance.
15. Fiscal Year; Accovmts; Reports; Aimual Budget; Administrative Expenses
a. The fiscal year of tiie Autiiority shall be tiie period from January 1 of each year to
and including tiie following December 31, except for any partial fiscal year resulting from a change
in accounting based on a different fiscal year previously.
b. Prior lo 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 tiie Autiiority are
public records and shall be open lo inspection al all reasonable times by each Member and ils
representatives.
d. The Auditor shall eitiier make, or contract witii a certified public accountant or
public 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 die Slate Controller for special
districts under Section 26909 of tiie Govemment Code of tiie Slate of Califomia, and shall
confomi lo generally accepted auditing standards. Wlien 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
die Autiiority's office is located) witiiin 12 montiis after tiie end of tiic 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 die Board, replace tiie
annual audit witii an ensuing one-year period, but in no event for a period longer tiian Iwo fiscal
years.
16. Duties of Members or Associate Members; Breach
If any Member or Associate Member shall default in performing any covenant contained
herein, such default shall not excuse tiiat Member or Associate Member from fulfilling ils otiier
obligations hereunder, and such defaulting Member or Associate Member shall remain liable for
tiie perfonnance of all covenants hereof. Each Member or Associate Member hereby declares
tiiat tills Agreement is entered into for tiie benefit of die Autiiority created hereby, and each
Member or Associate Member hereby grants lo tiie Autiiority tiie right to enforce, by whatever
lawful means tiic Autiiority deems appropriate, all of tiie obligations of 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 of one right or remedy shall not impair tiie right
of tiie Autiiority to 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 party or is tiireatened lo be made a party lo a
proceeding by reason of tiie fact tiial such person is or was such a Delegate, altemate, officer,
consultant, employee or otiier agent of the 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 Autiiority and, in tiie case of a criminal
proceeding, had no reasonable cause lo 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. Immunities
All of tiie privileges and immunities from habilities, 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 lo tiie same degree and extent wliile
engaged as Delegates or otiierwise as an officer, agenl or otiier representative of tiie Autiiority or
while engaged in tiie perfbrmance of any of tiieir functions or duties under tiie provisions of tiiis
Agreement
19. Amendment
This Agreement may be amended by tiie adoption of tiie amendment by tiie governing
bodies of a majority of tiie Members. The amendment shall become effective on tiie first day of
tiie inontii loilowing tiie lasl required member agency approval. An amendment may be initialed
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 to each Member's Delegate for
presentation and action by each Member's board witiiin 60 days, which time may be extended by
tiie Board.
The list of Members, Attachment 1, may be updated to reffect new and/or witiidrawn
Members witiiout requiring fomial 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, its membership in tiie Autiiority shall
automatically tenninate. A Member or Associate Member may witiidraw from tiiis Agreemcnl
upon written notice lo tiie Board; provided however, tiiat no such wididrawal 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 governing body which autiiorizes witiidrawal is received by tiie Autiiority.
Nolwillistanding tiie foregoing, any tennination of membership or witiidrawal 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 temiination or witiidrawal.
20. Miscellaneous
a. Counterparts. This Agreement may be execuied in several counterparts, each of
wliich shall be an original and all of which shall constitute but one and tiie same instrument
b. Constmction. The section headings herein are for convenience only and are nol lo
be construed as modifying or governing tiie language in tiie section referred to.
c. Approvals. Wlierever in tiiis Agreemcnl any consent or approval is required, tiie
same shall nol be unreasonably witiiheld.
d. Jurisdiction; Venue. Tliis Agreement is made in tiie State of Califomia, under die
Constitution and laws of such State and is lo be so construed; any action to enforce or interpret its
lerms shall be brought in Sacramento County, California.
e. Integration. Tliis Agreement is tiie complete and exclusive statement of tiie
agreement among tiie parties hereto, and it 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; Assigrmient. Tliis Agreenient 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 pari, tenn or provision of tiiis Agreenient be decided by
tiie courts lo be illegal or in conflict witii any law of die Slate of Califomia, or otiierwise be
rendered unenforceable or inefTeclual, the validity of tiie remaining parts, lerms or provisions
hereof shall not be affected tiiereby.
The parties hereto have caused tiiis Agreement to be execuied and attested by tiieir properly
autiiorized officers.
AS ADOFI ED BY THE MEMBERS:
Originally dated July 1, 1993
Amended and restated December 10, 1998
Amended and restated Febmary 18, 1999
Amended and restated September 18, 2002
Amended and restated January 28, 2004
Amended and restated December 10, 2014
[SIGNATURES ON FOLLOWING PAGES\
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
CITY OF CARLSBAD, CALIFORNIA Dated: JOA€^ /<^OCS
By:.
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
8267l.00000\960386l.l
ATTACHMENT 1
CALIFORNIA HOME FINANCE AUTHORITY MEMBERS
As of December 10.2014
Alpine County
Amador County
Butte County
Calaveras County
Colusa County
Del Norte County
El Dorado County
Glenn County
Humboldt County
Imperial County
Inyo County
Lake County
Lassen County
Madera County
Mariposa County
Mendocino County
Merced 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