Loading...
HomeMy WebLinkAboutReso - CC - 007-2016RESOLUTION NO. 7-2016 CITY COUNCIL, CITY OF BURLINGAME, STATE OF CALIFORNIA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME, CALIFORNIA CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE CALIFORNIA HOME FINANCE AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2014-1 (CLEAN ENERGY) TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO WHEREAS, the California Home Finance Authority, a California joint powers authority, (the "Authority") has established the Community Facilities District No. 2014- I (Clean 014-1(Clean Energy) in accordance with the Mello -Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California Government Code (the "Act") and particularly in accordance with sections 53313.5(1) and 53328.1(a) (the "District"); and WHEREAS, the purpose of the District is to finance or refinance (including the payment of interest) the acquisition, installation, and improvement of energy efficiency, water conservation, renewable energy and electric vehicle charging infrastructure improvements permanently affixed to private or publicly -owned real property (the "Authorized Improvements"); and WHEREAS, the Authority is in the process of amending the Authority Joint Powers Agreement (the "Authority JPA") to formally change its name to the Golden State Finance Authority; and WHEREAS, the City of Burlingame is committed to development of renewable energy generation and energy efficiency improvements, reduction of greenhouse gases, and protection of the environment; and WHEREAS, in the Act, the Legislature has authorized a parcel within the territory of the District to annex to the District and be subject to the special tax levy of the District only (i) if the city or county within which the parcel is located has consented, by the adoption of a resolution by the applicable city council or county board of supervisors, to the inclusion of parcels within its boundaries in the District and (ii) with the unanimous written approval of the owner or owners of the parcel when it is annexed (the "Unanimous Approval Agreement"), which, as provided in section 53329.6 of the Act, shall constitute the election required by the California Constitution; and WHEREAS, the City wishes to provide innovative solutions to its property owners to achieve energy efficiency and water conservation and in doing so cooperate with Authority in order to efficiently and economically assist property owners the City in financing such Authorized Improvements; and WHEREAS, the Authority has established the District, as permitted by the Act, the Authority JPA, originally made and entered into July 1, 1993, as amended to date, and the City, desires to become an Associate Member of the JPA by execution of the JPA Agreement, a copy of which is attached as Exhibit "A" hereto, to participate in the programs of the JPA and, to assist property owners within the incorporated area of the City in financing the cost of installing Authorized Improvements; and WHEREAS, the City will not be responsible for the conduct of any special tax proceedings; the levy and collection of special taxes or any required remedial action in the case of delinquencies in the payment of any special taxes in connection with the District. NOW, THEREFORE, BE IT RESOLVED THAT: 1. This City Council finds and declares that properties in the City's incorporated area will be benefited by the availability of the Authority CFD No. 2014-1 (Clean Energy) to finance the installation of the Authorized Improvements. 2. This City Council consents to inclusion in the Authority CFD No. 2014-1 (Clean Energy) of all of the properties in the incorporated area within the City and to the Authorized Improvements, upon the request of and execution of the Unanimous Approval Agreement by the owners of such properties when such properties are annexed, in compliance with the laws, rules and regulations applicable to such program; and to the assumption of jurisdiction thereover by Authority for the purposes thereof. 3. The consent of this City Council constitutes assent to the assumption of jurisdiction by Authority for all purposes of the Authority CFD No. 2014-1 (Clean Energy) and authorizes Authority, upon satisfaction of the conditions imposed in this resolution, to take each and every step required for or suitable for financing the Authorized Improvements. 4. This City Council hereby approves joining the JPA as an Associate Member and authorizes the execution by appropriate City officials of any necessary documents to effectuate such membership. 5. City staff is authorized and directed to coordinate with Authority staff to facilitate operation of the Authority CFD No. 2014-1 (Clean Energy) within the City, and report back periodically to this City Council on the success of such program. 6. This Resolution shall take effect immediately upon its adoption. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. �J nn Keighran, a or I, Meaghan Hassel -Shearer, City Clerk of the City of Burlingame, do hereby certify that the foregoing Resolution was introduced at a regular meeting of the City Council held on the 15i day of February, 2016, and was adopted thereafter by the following vote: AYES: Councilmembers: BEACH, BROWNRIGG, COLSON, KEIGHRAN, ORTIZ NOES: Councilmembers: NONE ABSENT: Councilmembers: NONE Meaghan WffssefeShearer, City Clerk 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 wrong the counties listed on Attachment 1 hereof and incorporated herein by reference. All such counties are referred to herein as "Members' with the respective powers, privileges and restrictions provided herein. RECITALS A. WHEREAS, [lie California Rural Home Mortgage Finance Authority ("CRHMFA") was created by a joint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise of Powers Act (commencing with Article I of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"). By Resolution 2003-02, adopted on January 15, 2003, the naive of die authority was changed to CRHMFA Homebuyers Fund. The most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004. B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm, clarify and revise certain provisions of Che joint powers agreement, including the renaming of the joint powers authority, as set forth herein. C. WHEREAS, the Members are each empowered by law to finance die construction, acquisition, improvement and reliabilitation of real property. D. WHEREAS, by Ibis Agreement, the Members desire to create and establish a joint powers authority to exercise their respective powers for the purpose of financing tae construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless die context otherwise requires, die following terms sliall for purposes of flus Agreement have the meanings specified below: "Act" nnearis the Joint Exercise of Powers Act, commmencing with Article 1 of Chapter 5 of Division 7 of Tide I of die Government Code of the State of California, including the Marks -Roos Local Bond Pooling Act 01`1985, as amended. "Agreement" nems this Joint Exercise of Powers Agreement, as die same now exists or as it may Froin tine to time be amended as provided herein. "Associate Member" means a county, city or oder public agency which is not a voting member of the Rural County Representatives of California, a California nonprofit corporation ("RCRC"), with legal power and authority similar to that of die Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of tic Board. "Audit Committee" means a committee made up of the nine -member Executive Committee. "Authority" means California Home Finance Authority ("CHF"), formerly known as CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board" means die governing baud of the Authority as described in Section 7 below. "Bonds" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by die Authority, or financing agreements entered into by die Authority pursuant to die Act and any other obligation within die meaning of die term "Bonds" under die Act. "Delegate" means die Supervisor designated by the governing board of each Member to serve on the Board of die Authority. "Executive Committee" means the nine -member Executive Committee of the Board established pursuant to Section 10 hereof. "Member" means any county which is a member of RCRC, has executed tis Agreement and has become a member of the Authority. "Obligations" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by die Audhority, or financing agreements entered into by the Authority pursuant to die Act and any other financial or legal obligation of die Authority under die Act. "Prograhn" or "Proiect" means any work, improvement, progranh, project or service undertaken by die Authority. "Rural County Representatives of California' or "RCRC" means die nonprofit entity incorporated under that nape in the State of California. "Supervisor" means an elected County Supervisor from an RCRC member county. 2. Purpose The purpose of die Authority is to provide financing for die acquisition, construction, , improvement and rehabilitation of real property in accordance widh applicable provisions of law for the benefit of residents and communities. In pursuit of this purpose, this Agreement provides for the joint exercise of powers common to any of its Members and Associate Members as provided herein, or otherwise authorized by die Act and odher applicable laws, including assisting in financing as authorized herein, jointly exercised in die manner set forth herein. 3. Principal Place of Business The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacraniento, California 95814. 4. Creation of Authority, Addition of Members or Associate Members It. The Authority is hereby created pursuant to the Act. As provided in fire Act, the Authority shall be a public entity separate and distinct from die Members or Associate Members. b. The Authority will cause a notice of this Agreement or any amendment hereto to be prepared and filed with die office of die Secretary of State of California in a timely fashion in the manner set forth in Section 6503.3 of fire Act. C. A county that is a member of RCRC may petition to become a member of die Authority by submitting to die Board a resolution or evidence of other formal action taken by its governing body adopting tris Agreement. The Board shall review the petition for membership and shall vote to approve or disapprove die petition. If the petition is approved by a majority of the Board, such comity sliall immediately become a Member of die Authority. d. An Associate Member may be added to die Authority upon die affirmative approval of its respective governing board and pursuant to action by die Authority Board upon such terms and conditions, and with such rights, privileges and responsibilities, as may be established from tine to tine by the Board. Such terms and conditions, and rights, privileges and responsibilities may vary among die Associate Members. Associate Members sliall be entitled to participate in one or more programs of die Authority as determined by die Board, but shall not be voting members of die Board. The Executive Director of die Authority spall enforce die terns and conditions for prospective Associate Members to die Authority as provided by resolution of the Board and as anended from time to time by the Board. Changes in the terms and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement. 5. Term and Termination of Powers This Agreement shall become effective from die date hereof until die earlier of die time when all Bonds and any interest thereon shall have been paid in full, or provision for such payment shall have been made, or when the Authority shall no longer own or hold any interest in a public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in no event shall the exercise of die powers herein granted be terminated until all Bonds so issued and delivered and die interest thereon sliall have been paid or provision for such payment shall have been made and any other debt incurred with respect to any other financing prograni established or administered by die Authority has been repaid in full and is no longer outstanding. 6. Powers; Restriction upon Exercise a. To effectuate its purpose, die Authority shall have die power to exercise any and all powers of the Members or of a joint powers authority under the Act and other applicable provisions of law, subject, however, to die conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. The powers of die Audiority are limited to those of a general law county. b. The Authority may adopt, from time to time, such resolutions, guidelines, rules and regulations for die conduct of its meetings and the activities of die Authority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have die power to finance die construction, acquisition, improvement and relhabilitation of real property, including the power to purchase, widh die ahuounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by any of its Members or Associate Members and other local agencies at public or negotiated sale, for the purpose set fordh herein and in accordance with die Act. All or any part of such bonds so purchased may be held by the Authority or resold to public or private purchasers at public or negotiated sale. The Authority slhall set any other terms mid conditions of any purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of the Act. The Authority may issue or cause to be issued Bonds or odher indebtedness, and pledge any of its properly or revenues as security to die extent permitted by resolution of die Board under any applicable provision of law. The Authority may issue Bonds in accordance widh die Act in order to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by die Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, die Audnority's internal resources, capital markets and other forms of private capital investment authorized by die Act.. d. The Authority is hereby audhorized to do all acts necessary for die exercise of its powers, including, but not limited to: (1) executing contracts, (2) employing agents, consultants and employees, (3) acquiring, constructing 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 to mortgage, (5) incurring debts, liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, firms, corporations or governmental entities, (7) suing and being sued in its own name, and litigating or settling any suits or claims, (8) doing any and all dhings necessary or convenient to the exercise of its specific powers and to accomplishing its purpose (9) establishing and/or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and in buildings. The Audhority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs. e. Subject to the applicable provisions of any indenture or resolution providing for the investment of monies lield thereunder, the Authority shall have the power to invest any of its funds as die Board deems advisable, in the same manner and upon the same conditions as local agencies pursuant. to Section 53601 of die Government Code of tie State of California. f. All property, equipment, supplies, funds and records of die Authority shall be owned by die Authority, except as may be provided otherwise herein or by resolution of the Board. g. Pursuant to the provisions of Section 6508.1 of die Act, die debts, liabilities and obligations of the Authority sliall not be debts, liabilities and obligations of die Members or Associate Members. Any Bonds, together with any interest and premium thereon, sliall not constitute debts, liabilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by the Authority sliall not constitute general obligations of die Authority but shall be payable solely from die moneys pledged to die repayment of principal or interest on such Bonds under die terms of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither die Members or Associate Members nor die Authority shall be obligated to pay die principal of or premium, if any, or interest on die Bonds, or other costs incidental thereto, except from die revenues and funds pledged therefor, and neither die faith and credit nor die taxing power of die Members or Associate Members or die Authority sliall be pledged to the payment of die principal of or premium, if any, or interest on the Bonds, nor shall the Members or Associate Members of the Authority be obligated in any manner to make any appropriation for such payment. No covenant or agreement contained in any Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of die Audiority in an individual capacity, and neither die Board nor any officer thereof executing die Bonds or any document related thereto sliall be liable personally on any Bond or be subject to any personal liability or accountability by reason of die issuance of any Bonds. Governing 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 nail) to die Authority and shall be effective until lie or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by die governing body of the Member in die sane nnah ner provided in this paragraplh b.. C. The governing body of each Member of die Board sliall appoint a Supervisor as an alternate to serve on the Board in die absence of die Delegate; die alternate may exercise all die rights and privileges of die Delegate, including die right to be counted in constituting a quorum, to participate in die proceedings of the Board, and to vote upon any and all matters. No alternate may have more than one vote at any meeting of the Board, and any Member's designation of an alternate shall be delivered in writing (which may be by electronic mail) to Che Authority and sliall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless odierwise specified in such appointment. Any vacancy shall be filled by die governing body of the Member in die saine manner provided in this paragraph c.. d. Any person who is not a member of die governing body of a Member and who attends a meeting on behalf of such Member may not vote or be counted toward a quorum but may, at. die discretion of the Chair, participate in open meetings lie or she attends. C. Each Associate Member may designate a non-voting representative to the Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items mid otherwise participate in Board Meetings. f. Delegates shall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually incurred in connection with such service pursuant to rules approved by the Board and subject to the availability of funds. g. The Board sliall have the power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise any powers of are Authority and to delegate any of its functions to are Executive Committee or one or more Delegates, officers or agents of the Authority, and to cause any authorized Delegate, officer or agent to talce any actions and execute any documents for and in the name and on behalf of the Board or die Authority. b. The Board may establish such committees as it deems necessary for any lawful purpose; such committees are advisory only mid may not act or purport to act on behalf of the Board or the Authority. i. The Board sliall develop, or cause to be developed, and review, modify as necessary, and adopt. each Prograin. 8. Meetings of the Board a. The Board sliall meet at least once ainually, but may meet more frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called, noticed, lield and conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Title 5 of the Government Code of die State of California. C. The Secretary of the Aulliority shall cause minutes of all meetings of the 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 sli dl constitute a quorum for transacting business at any meeting of the Board, except that less than a quorum may act. to adjourn a meeting. Each Delegate sliall have one vote. C. Meetings may be held at any location designated in notice properly given for a meeting and may he conducted by telephonic or similar means in any mariner otherwise allowed by law. 9. Officers; Duties; Official Bonds a. The Board shall elect a chair and vice chair from among the Delegates at the Board's annual meeting who shall serve a term crone (1) year or until their respective successor is elected. The chair shall conduct the meetings of the Board and perform such other duties as may be specified by resolution of the Board. The vice chair sliall perforin such duties in the absence or in die event of the unavailability of die chair. b. The Board sliall contract annually with RCRC to administer die Agreement and to provide administrative services to die Authority, and die President and Chief Executive Officer of RCRC shall serve ex officio as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of die Authority, die Executive Director is authorized to execute contracts and other obligations of the Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perfornh other duties specified by die Board. The Executive Director may appoint such other officers as may be required for the orderly conduct of die Authority's business and affairs who sliall serve at die pleasure of die Executive Director. Subject to die applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, die Executive Director, as Treasurer, is designated as die custodian of the Authority's funds, from whatever source, and, as such, shall have die powers, dudes and responsibilities specified in Section 6505.5 of the Act. The Executive Director, as Auditor, sliall have the powers, dudes and responsibilities specified in Section 6505.5 of tie Act.. C. The Legislative Advocate for die Authority sliall be die Rural County Representatives of California. d. The Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of die Authority, and a bond for such officer in die ahnount of at least one hundred thousand dollars ($100,000.00) sliall he obtained at die expense of the Authority and Filed with the Executive Director. Such bond may secure die faidhf it performance of such officer's duties with respect to another public office if such bond in at least the same amount specifically mentions die office of tie Authority is required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of die Authority's hooks by a certified public accountant, or public accountant, in compliance with Section 6505 of die Act. C. The business of die Authority shall be conducted under die supervision of die Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Audhority shall appoint nine (9) members of its Board to serve on an Executive Committee. b. Powers and Limitations The Executive Committee shall act in an advisory capacity and make recommendations to the Authority. Board. Duties will include, but not be limited to, review of the quarterly and annual budgets, service as the Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of the Board. C. Quorum A majority of the Executive Committee shall constitute a quorum for transacting business of die Executive Committee. I L Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of die Authority shall be distributed to the respective Members in such manner as shall be determined by the Board and in accordance wilt die law. 12. Agreement Not Exclusive; Operation in Jurisdiction of Member This Agreement sliall not be exclusive, and each Member expressly reserves its rights to cavy out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. This Agreement shall not be deemed to armend or alter the terms of other agreements among the Members or Associate Members. 13. Conflict of Interest Code The Authority sliall 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 property maybe made to the Authority by any Member, Associate Member or any other public agency to furdier [lie purpose of- this Agreement. Payment of public funds may be made to defray the cost of any contribution. Any advance may be made subject to repayment, and in that case shall be repaid in the manner agreed upon by die advancing Member, Associate Member or other public agency and the Authority at clic time of malcing Che advance. 15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses a. The fiscal year of the Autbority sliall be die period from January 1 of each year to and including the following December 31, except for any partial fiscal year resulting from a change in accounting based on a different liscal year previously. b. Prior to the beginning of each fiscal year, the Board shall adopt a budget for die succeeding fiscal year. C. The Authority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles. The books and records of the Authority are public records and shall be open to inspection at all reasonable times by each Member and its representatives. d. The Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of die accounts and records of the Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California, and shall conform to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member (and also with the auditor of Sacramento County as the county in which the Authority's office is located) within 12 months after die end of the fiscal year. e. In any year in which the annual budget of die Authority does not exceed live thousand dollars ($5,000.00), alae Board may, upon unanimous approval of die Board, replace the annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal years. 16. Duties of Members or Associate Members; Breach If any Member or Associate Member sli<all default in performing any covenant contained herein, such default shall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for the performance of all covenants hereof. Each Member or Associate Member hereby declares that this Agreement. is entered into for the benefit of the Authority created hereby, and each Member or Associate Member hereby grants to die Authority the right to enforce, by whatever lawful means the Authority deems appropriate, all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or laerealter enacted are cumulative, and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. 17. Indemnification To the full extent pernitted by law, Che Board may audhorize indemnification by the Authority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or other agent. of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a Delegate, alternate, officer, consultant, employee or other agent of the Authority. Such indemnification may be made against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a mariner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent. person in a like position would use under similar circumstances. 18. Immunities All of die privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to die activity of officers, agents or employees of any of the Members or Associate Members when performing their respective functions, shall apply to them to tie sahme degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of tie Authority or while engaged in the performance of any of their functions or duties under lie provisions of this Agreement. 19. Amendment This Agreement may be amended by the adoption of die amendment by tie governing bodies of a majority of the Members. The amendment shall become effective on the first day of the month following die last required member agency approval. An amendment may be initiated by the Board, upon approval by a majority of die Board. Any proposed amendment, including die text of tie proposed change, shall be given by the Board to each Member's Delegate for presentation and action by each Member's board within 60 days, which nine may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring formal anhendment of the Agreement by the Authority Board of Directors. 20. Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in die Authority shall automatically terminate. A Member or Associate Member may withdraw from this Agreement upon written notice to die Board; provided however, that no such withdrawal shall result in die dissolution of the Authority as long as any Bonds or other obligations of die Authority remain outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted by die Member's governing body which authorizes withdrawal is received by die Authority. Notwitlhstanding die foregoing, any termination of membership or withdrawal from the Authority sliall not. operate to relieve any tenninated or withdrawing Member or Associate Member from Obligations incurred by such terminated or withdrawing Member or Associate Member prior to the time of iLs termination or withdrawal. 20. Miscellaneous a. Counterparts. This Agreement may be executed in several counterparts, each of which sliall be an original and all of which sliall constitute but one and the saline instrument. b. Construction. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is made in die State of California, under the Constitution and laws of such State and is to be so construed; any action to enforce or interpret its terms shall be brought in Sacramento County, California. C. Integration. This Agreement is the complete and exclusive statement of the agreement aniong the parties hereto, and it supersedes and merges all prior proposals, understandings, and oilier agreements, whether oral, written, or implied in conduct, between and among the partes relating to the subject matter of this Agreement. f. Successors; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successors of die parties hereto. Except to Che extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the Board. g. Severability. Should any part, term or provision of Obis Agreement be decided by the courts to be illegal or in conflict with any law of die State of California, or otherwise be rendered unenforceable or ineffectual, die validity of the remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOPTED BY THE MEMBERS: Originally dated 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 Amended and restated December 10, 2014 ISIGNATURES ON FOLLOWING PAGESI SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: By:_ Nune Tide: Attest: [Clerk of the Board Supervisors or City Clerk) AFTER EXECUTION, PLEASE SEND TO: YGRENE ENERGY FUND ATTN: LEGAL DEPARTMENT 815 5TH STREET SANTA ROSA CA 95404 ATTACHMENT I CALIFORNIA HOME FINANCE AUTHORITY MEMBERS As of December 10, 2014 Alpine County Anador 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 Comity Sierra County Siskiyou County Sutter County Tehama County Trinity County Tuolmnne Comity Yolo County Yuba County