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HomeMy WebLinkAboutCC RES 2017-481 1 1 RESOLUTION NO. 2017-48 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION IN THE GOLDEN STATE FINANCE AUTHORITY PROGRAM TO FINANCE RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY IMPROVEMENTS, SEISMIC IMPROVEMENTS, AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO WHEREAS, the Golden State Finance Authority ("Authority") is a joint exercise of powers authority established pursuant to Chapter 5 of Division 7, Title 1 of the Government Code of the State of California (Section 6500 and following) (the "Act") and the Joint Power Agreement entered into on July 1, 1993, as amended from time to time (the "Authority JPA"); a copy of the Authority JPA (without the signature pages) is attached hereto as Exhibit A; and WHEREAS, the Authority has amended the Authority JPA to formally change its name from California Home Finance Authority to Golden State Finance Authority; and WHEREAS, Authority has established a property -assessed clean energy ("PACE") Program (the "Authority PACE Program") to provide for the financing of renewable energy generation, energy and water efficiency improvements, seismic improvements, and electric vehicle charging infrastructure (the "Improvements") pursuant to Chapter 29 of the Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways Code ("Chapter 29") within counties and cities throughout the State of California that elect to participate in such program; and WHEREAS, City of Palm Desert (the "City") is committed to development of renewable energy generation and energy and water efficiency improvements, reduction of greenhouse gases, and protection of the environment; and WHEREAS, in Chapter 29, the Legislature has authorized cities and counties to assist property owners in financing the cost of installing Improvements through a voluntary contractual assessment program; and WHEREAS, the City is a member of the Coachella Valley Association of Governments ("CVAG"), also a joint powers authority; and WHEREAS, the City and other CVAG member jurisdictions have previously entered into an Implementation Agreement authorizing CVAG to implement, manage and administer Regional PACE Programs (as defined in said Implementation Agreement) within the jurisdictional boundaries of the CVAG member jurisdictions; and WHEREAS, CVAG proposes to enter into one or more Administration Agreements with program administrators currently active in the Authority PACE Program to provide Regional PACE programs to CVAG member agencies, whereby portions of the administration of the Authority PACE Program in Eastern Riverside County shall be delegated to CVAG (the "Administration Agreements"); and RESOLUTION NO. 2017-48 WHEREAS, installation of such Improvements by property owners within the jurisdictional boundaries of the counties and cities that are participating in the Regional PACE Programs would promote the purposes cited above; and WHEREAS, the City has determined that it is in the public interest and for the public benefit that the City become an Associate Member of the Authority so that property owners within the City's territory may participate in any Regional PACE Program implemented by CVAG pursuant to any Administration Agreement by and between CVAG and Authority PACE Program administrators; and WHEREAS, Authority has established the Authority PACE Program, which is such a voluntary contractual assessment program, 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 acknowledgement of the Authority JPA Agreement, to participate in any Regional PACE Program for which CVAG has entered into an Administration Agreement with an Authority PACE Program administrator, and to assist property owners within the jurisdiction of the City to participate in such Regional PACE Program; and WHEREAS, the City will not be responsible for the conduct of any assessment proceedings; the levy and collection of assessments or any required remedial action in the case of delinquencies in the payment of any assessments or the issuance, sale or administration of any bonds issued in connection with the Authority PACE Program. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS: SECTION 1. This City Council finds nd declares that properties in the City's incorporated area will be benefited by the availability of the Authority PACE Program to finance the installation of the Improvements. SECTION 2. In connection with the Regional PACE Programs, and subject to the terms of the Administration Agreements, this City Council consents to inclusion in the Authority PACE Program of all of the properties in the jurisdictional boundaries of the City and to the Improvements, upon the request by and voluntary agreement of owners of such properties: 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. SECTION 3. Consistent with the recitals above, and subject to the terms of the Administration Agreements, the consent of this City Council constitutes assent to the assumption of jurisdiction by Authority for said purposes 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 Improvements, including the levying, collecting and enforcement of the contractual assessments to finance the Improvements and the issuance and enforcement of bonds to represent such contractual assessments; provided, however, that the City will not be responsible for the conduct of any assessment proceedings; the levy of assessments; any required remedial action in the case of delinquencies in such assessment payments; or the issuance, sale, administration, repayment or guarantee of any bonds issued in connection with the Authority PACE Program. 2 RESOLUTION NO. 2017-48 1 SECTION 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 and implementation of the Authority PACE Program, including, but not limited to the JPA Addendum attached hereto as Exhibit B and incorporated herein by reference. SECTION 5. City staff is authorized and directed to coordinate with Authority staff to facilitate operation of the Authority PACE Program within the City consistent with the terms of any Administration Agreement by and between CVAG and an Authority PACE Program administrator, and report back periodically to this City Council on the success of such program. SECTION 6. This Resolution shall take effect immediately once it is adopted only for an Authority PACE Program administrator who has entered into an Administration Agreement with CVAG and provides the City a fully executed copy of such agreement. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the Authority. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Palm Desert, California, at its regular meeting held on the 22"d day of June, 2017, by the following vote, to wit: AYES: JONATHAN, KELLY, NESTANDE, WEBER, and HARNIK NOES: NONE ABSENT: NONE ABSTAIN: NONE ATTEST: 4EgiroplAll HELLE D..KLASSEN,-ITY CLERK CITY OF PALM -DESERT, CALIFORNIA /.YAN C. HARNIK, MAYOR RESOLUTION NO. 2017-48 EXHIBIT A AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (Original date July 1, 1993 and as last amended and restated May 5, 2015) THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ("Agreement') is entered into by and among the counties listed on Attachment I hereof and incorporated herein by reference. All such counties are referred to herein as "Members' wide the respective powers, privileges and restrictions provided herein. RECITAIS A. WHEREAS, the California Rural Home Mortgage Finance Authority ("CRHMFA") was created by aJoint Exercise of Powers Agreement dated July 1, 1993 pursuant to the Joint Exercise of Powers Act (commencing with Article 1 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 name of the authority was changed to CRHMFA Homebuyers Fund. On December 10, 2014, die name of die authority was changed to California Home Finance Authority. The most recent amendment to the Joint. Exercise of Powers Agreement was on December 10, 2014.. B. WHEREAS, the Members of California Home Firmice Authority desire to update, reAinn, clarify and revise certain provisions of the joint powers agreement, including die renaming of die joint powers authority, as set fords herein C. WHEREAS, die Members are each empowered by law to finance die construction, acquisition, improvement and rehabilitation of real property. D. WHEREAS, by this Agreement, the Members desire to create and establish a joint powers authority to exercise their respective powers for the purpose of financing the construction, acquisition, improvement and rehabilitation of real property within die jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of die mutual covenants contained herein, the Members individually and collectively agree as follows: Definitions Unless die context otherwise requires, die following terms shall for purposes of this Agreement have die meanings specified below: 'Act" means die Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the Stale of California, including the Marks -Roos Local Bond Pooling Act of 1985, as amended. RESOLUTION NO. 2017-48 "Agreement" means this Joint Exercise of Powers Agreement, as tie same now exists or as it may from tone to time be amended as provided herein. 'Associate Member" means a county, city or other 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 the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. 'Audit Committee' means a committee made up of die Executive Conumiuee. 'Authority" means Golden State Finance Authority (GSFA) fonnerly known as California Home Finance Authority ("CHF"), or CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. Board" means die governing board of the Authority as described in Section 7 below. Bonds' means bonds, notes, wan -ants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to die Act and any other obligation within the meaning of the term 'Bonds" under the Act. 'Delegate' means the Supervisor designated by the governing board of each Member to serve on the Board of die Authority. 'Fsecutive Committee' means lie Executive Committee of the Board established pursuant to Section 10 hereof. "Member" means any county which is a member of RCRC, has executed this Agreement and has become a member of the Authority. 'Obligations' means bonds, notes, wan -ants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by tie Authority pursuant to die Act and any other financial or legal obligation of die Authority under die Act. "Program, or 'Project' means any work, improvement, program, project or service undertaken by the Authority. "Rural County Represerdatives of California' or 'RCRC" means die nonprofit entity incorporated under that name in the State of Califonia. "Supervisor' means an elected County Supervisor from an RCRC member county. RESOLUTION NO. 2017-48 The purpose of the Authority is to provide financing for die acquisition, construction, improvement and rehabilitation of real property in accordance with 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.odhchwise authorized by the Act and other applicable laws, including assisting in financing as authorized herein, jointly exercised in the manner set forth herein. S. Principal Place of Business The principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento, California 95814. t Creation of Authority; Addition of Members or Associate Members a. The Authority is hereby created pursuant to die Act. As provided in die Act, die 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 he prepared and filed widi die office of die Secretary of State of California in a timely fashion in die nhanner set forth in Section 6503.3 of the Act. C. A county that is a member of RCRC may petition to become a member of die Authority by subinitting to the Board a resolution or evidence. of other formal action taken by its governing body adopting this Agreement. The Board slhall review die petition for membership and shall vote to approve or disapprove the petition. If die petition is approved by a majority of the Board, such county shall immediately become a Member of the Authority. d. An Associate Member may be added to die Authority upon the affirmative approval of its respective governing board and pursuant to action by the Authority Board upon such terns and conditions, and with such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terms and conditions, and rights, privileges and responsibilities may vary among die Associate Members. Associate Members shall be entitled to participate in one or more programs of die Authority as detennined by die Board, but shall not be voting members of the Board. The Executive Director of die Authority shall enforce die terms and conditions for prospective Associate Members to die Authority as provided by resolution of the Board and as amended from tihne to time by die Board. Changes in the terns and conditions for Associate Membership by (lie Board will not constitute an amendment of this Agreement Fes( _„1 -., -y M - , I , �' Mt 'This Agreement shall become effective from the date hereof until the earlier of the time when all Bonds and any interest thereon shhall have been paid in full, or provision for such payment shall have been made, or when die Authority shall no longer own or hold any interest in a RESOLUTION NO. 2017-48 public capital improvement or program. The Authority shall continue to exercise die powers herein conferred upon it until tennunalion 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 shall have been paid or provision for such payment shall have been made and any other debt incurred with respect to any other financing prograin established or administered by the 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 the 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 the conditions and restrictions herein contained. Lach Member or Associate Member may also separately exercise any and all such powers. The powers of die Authority are limited to those of a general law county. b. The Authority may adopt, from tune 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 the construction, acquisition, improvement and rehabilitation of real property, including the power to purchase, with the ainounts 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 die purpose set forth herein and in accordance with the Act .ill or any part of such bonds so purchased may be held by die Authority or resold to public or private purchasers at public or negotiated sale. The Authority shall set any other terns and conditions of any purchase or sale contemplated herein as it deems necessary or convenient and in furtherance of die Act. 'fhe Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its property or revenues as security to die extent pennitted by resolution of the Board under any applicable provision of law. Tlhe Authority may issue Bonds in accordance with the Act in order to raise funds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. 11he Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt, to furber such purpose. The Authority may utilize other forms of capital, including, but not limited to, die Authority's internal resources, capital markets and other forms of private capital investment authorized by the Act d. The Authority is hereby authorized 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 RESOLUTION NO. 2017-48 .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, finns, 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 things necessary or convenient to die 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 Authority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs. C. Subject to the applicable provisions of any indenture or resolution providing for the investment of monies held thereunder, the Authority shall have die power to invest any of its funds as the Board deems advisable, in the same manner and upon die saline conditions as local agencies pursuant to Section 53601 of the Government Code of die State of California. f. All property, equipment, supplies, funds and records of die Authority shall be owned by the Authority, except as may be provided otherwise herein or by resolution of die Board. g. Pursuant to die provisions of Section 6508.1 of die Act, the debts, liabilities and obligations of the Authority shall not be debts, liabilities and obligations of die Members or Associate Members. Any Bonds, together with any interest and prenuun thereon, shall not constitute debts, liabilities or obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by die Authority shall not constitute general obligations of die Authority but shall be payable solely from tie moneys pledged to die repayment of principal or interest on such Bonds under the terns of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither die Members or Associate Members nor the Authority slhall be obligated to pay the principal of or premium, if any, or interest on the Bonds, or other costs incidental thereto, except from die revenues and funds pledged therefor, and neither die faith and credit nor the taxing power of the Members or Associate Members or die Authority shall 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 Authority in an individual capacity, and neither die Board nor any officer thereof executing the Bonds or any document related thereto shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds. RESOLUTION NO. 2017-48 7. Governing Board a. The Board shall consist of the number of Delegates equal to one representative from each Member. b. Tlie 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 Ilse 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 Ilse governing body of the Member in die same manner provided in this paragraph b.. C. The governing body of each Member of the Board shall appoint a Supervisor as an alternate to serve on die Board in the absence of the Delegate; die alternate may exercise all the rights and privileges of the Delegate, including die right to be counted in constituting a quorum, to participate in the proceedings of die Board, and to vote upon any and all matters. No alternate may have more than one vote at any meeting of die Board, and any Member's designation of an alternate shall be delivered in writing (which may be by electronic mail) to die Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointmenL Any vacancy shall be filled by die governing body of the Member in the same 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 tire discretion of the Chair, participate in open meetings lie or she attends. C. Each Associate Member may designate a nonvoting representative to die Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items and 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 die availability of funds. g. Tlie Board shall have die power, by resolution, to the extent permitted by die Act or any other applicable law, to exercise any powers of the Authority and to delegate any of its functions to die I'xecutive Committee or one or more Delegates, officers or agents of die Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in the name and on behalf of the Board or the Authority. h. The Board may establish other committees as it deems necessary for any lawful purpose; such commiuces are advisory only and may not act or purport to act on behalf of die Board or the Authority. i. The Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. 10*01ILIA rL•kin 1LeAw t>;raf:1 8. Meetings of the Board a. The Board shall meet at least once annually, 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, held and conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code of die State of California. C. The Secretary of die Authority 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 die number of current Delegates shall constitute a quorum for transacting business at any meeting of die Board, except drat less than a quorum may act to adjourn a meeting. Each Delegate shall have one vole. C. 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 otherwise allowed by law. a. `llie Board shall elect a chair and vice chair from among the Delegates at die Board's annual meeting Mho shall serve a tern of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of die Board and pedbrin such other duties as may be specified by resolution of die Board. Ilie vice chair shall perform such duties in the absence or in the event of die unavailability of the chair. b. The Board shall contract annually with RCRC to administer die Agreement and to provide administrative services to die Authority, and the President and Chief Executive Officer of RCRC shall serve ex ofcio as Executive Director, Secretary, Treasurer, and Auditor of die Authority. As chief executive of the Authority, die Executive Director is authorized to execute contracts and other obligations of die Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perform other duties specified by the Board. The Executive Director may appoint such other officers as may be required for die orderly conduct of die Authority's business and affairs who shall serve ,at the 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 the custodian of die Authority's funds, from whatever source, and, as such, slhall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. llhe Executive Director, as Auditor, shall have the powers, duties and responsibilities specited in Section 6505.5 of the Act. C. 11he Legislative Advocate for the Authority shall be the Rural County Representatives of California. RESOLUTION NO. 2017-48 d. The Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of the Authority, and a bond for such officer in die amount of at least one hundred thousand dollars ($100,000.00) shall be obtained at the expense of the Authority and filed with the Executive Director. Such bond may secure the faithful performance of such officer's duties with respell to another public office if such bond in at least the same amount specifically mentions die office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of die Authority's books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. C. The business of die Authority shall be conducted under the supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Com»osition The Authority shall appoint no fewer than nine (9) and no more than eleven (11) members of its Board to serve on an Executive Committee. The Chair and Vice Chair of die Authority shall serve on the 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 die 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. QuQrum A majority of the Executive Committee shall constitute a quorum for transacting business of die Executive Committee. 11. Disaosi6on 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 die Board and in accordance with die law. 12. llgrcement Not Exclusive; Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to carry out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. 11us Agreement shall not be deemed to :amend or alter the RESOLUTION NO. 2017-48 terns of other agreements among the Members or Associate Members. 18. Conflict of Interest Code Tlie Authority 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 property may be made to die Authority by any Member, Associate Member or any other public agency to further the 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 die manner agreed upon by the advancing Member, Associate Member or other public agency and the Authority at the time of making die advance. IS. Fiscal Year, Accounts; Reports; Annual Budget; AdniWst ative Expenses a. '1'lhe fiscal year of the Authority shall he the period from January ! 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 fiscal year previously. b. Prior to the beginning of cacti 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 limes 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 the accounts and records of the Authority. The minimum requirements of the audit shall be those prescribed by die 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 die Authority's office is located) withui 12 months after the end of the fiscal year. C. In any year in which die annual budget of die Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace die annual audit with an ensuing one-year period, but in no event for a period longer than two fiscal years. RESOLUTION NO. 2017-48 16. Dudes 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 That Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for die performance of all covenants hereof. Each Member or Associate Member hereby declares that this Agreement is entered into for the benefit of die Authority created hereby, and each Member or Associate Member hereby grants to the 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 die Authority hereunder or by any law now or hereafter enacted are cumulative, and die exercise of one tight or remedy shall not impair die right of the Authority to any or all other remedies. 17. Indemriffica*oa To the full extent permitted by law, die Board may authorize indemnification by the Authority of any person who is or was a Board Delegate, allernate, officer, consultant, employee or other agent of tie Authority, and who was or is a parry or is threatened to be trade 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 tie 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 manner 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 the privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any of the Members or Associate Members when perforniing their respective functions, shall apply to them to the same degree and extent while engaged,as Delegates or otherwise as an officer, agent or other representative of the Authority or while engaged in the performance of any of their functions or duties under the provisions of this Agreement. 19. Amendment This Agreement may be amended by the adoption of the amendment by the governing bodies of a majority of die Members. The amendment shall become effective on the first day of tie month following the last required member agency approval. An amendment may be initiated by the Board, upon approval by a mgjority of die Board. Any proposed amendment, including the text of the proposed change, slhall be given by the Board to each Member's Delegate for presentation and action by each Members board widiin 60 days, which time may be extended by RESOLUTION NO. 2017-48 the Board. The fist of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring formal amendment 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 the Authority shall automatically terminate. A Member or Associate Member may withdraw from this Agreement upon written notice to the Board; provided however, that no such withdrawal shall result in the 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 Members governing body which authorizes withdrawal is received by die Authority. Notwidnstanding the foregoing, any termination of membership or withdrawal from the Authority shall not operate to relieve any terminated or withdrawing Member or Associate Member from Obligations inured by such terminated or withdrawing Member or Associate Member prior to the time of its termination or withdrawal. 21. Miscellaneous a. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. b. Construction. The scction headings herein are for convenience only and are not to be construed as modifying or governing die language in die section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not. be unreasonably withheld. d. Jurisdlidion; Venue. This Agreement is made in the State of California, under die Constitution and laws of such State and is to be so construed; any action to enforce or interpret its terns shall be brought in Sacramento County, California. C. Integration. This Agreement is the complete and exclusive statement of the agreement among die parties hereto, and it supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreement. f. Successors; Assignment 71his Agreement shall be binding upon and shall inure to die benefit of the successors of die parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the Board. g. Sevelability. Should any part, term or provision of this Agreement be decided by tie courts to be illegal or in conflict with any law of die State of California, or otherwise be RESOLUTION NO. 2017-48 rendered unenforceable or ineffectual, the validity of the remaining parts, terns or provisions hereof shall not he affected thereby. The parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOPTED BY,rHE MEMBERS:. Originally datedJuly 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and resWed September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 Amended and restated May 5, 2015 ISIGNATL`I2F ONFOLLOWINGPAGFS] 1:74Y911PIKORIU4 03MIUQ81 ATTACHMENT 1 GOLDEN STATE FINANCE AUTHORPTY MEMBERS As of Mav 5.2015 Alpine County Amador County Butte County Calaverts 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 Piumas County San Benito County Shasta County Sierra County Siskiyou County Sutter County Tehama County Trinity County Tuolwnne County Yolo County Yuba County EXHIBIT BRESOLUTION NO. 2017-48 RESOLUTION NO. 2017-48RESOLUTION NO. 2017-48RESOLUTION NO. 2017-48 RESOLUTION NO. 2017-48