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HomeMy WebLinkAboutCC RES 2017-491 1 1 RESOLUTION NO. 2017-49 A 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 COMMUNITY FACILITIES DISTRICT TO FINANCE RENEWABLE ENERGY IMPROVEMENTS, ENERGY EFFICIENCY AND WATER CONSERVATION IMPROVEMENTS, SEISMIC IMPROVEMENTS, AND ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AND APPROVING ASSOCIATE MEMBERSHIP IN THE JOINT EXERCISE OF POWERS AUTHORITY RELATED THERETO Recitals WHEREAS, the Golden State Finance Authority is a joint powers authority, (the "Authority") established pursuant to Chapter 5 of Division 7, Title 1, of the Government Code of the State of California (Section 6500 and following) and the Joint Powers Agreement entered into on July 1, 1993, as amended to date (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, the Authority has established a Community Facilities District, CHFA No. 2014-1 (Clean Energy) (the "Authority CFD Program") 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 Authority CFD Program is to finance or refinance (including the payment of interest) the acquisition, installation, and improvement of energy efficiency, water conservation, seismic improvements, renewable energy and electric vehicle charging infrastructure improvements permanently affixed to private or publicly -owned real property (the "Authorized Improvements"); and WHEREAS, the City of Palm Desert (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 CFD Program to provide the Regional PACE Programs to CVAG member agencies, whereby portions of the administration of the Authority CFD Program in Eastern Riverside County shall be delegated to CVAG (the "Administration Agreements"); and WHEREAS, the City is committed to development of renewable energy generation and energy efficiency improvements, reduction of greenhouse gases, and protection of the environment; and RESOLUTION NO. 2017-49 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 has determined that it is in the public interest and for the public benefit that the City become a Member of the Authority so that property owners within the City's territory may participate in any Regional PACE Programs implemented by CVAG pursuant to any Administration Agreements by and between CVAG and Authority program administrators; and WHEREAS, the Authority has established the District, as permitted by the Act and the Authority JPA, and the City, desires to become an Associate Member of the Authority JPA by acknowledgement of the Authority JPA Agreement, to participate in any of the Regional PACE Programs for which CVAG has entered into an Administration Agreement with an Authority CFD Program administrator, and to assist property owners within the incorporated area of the City to participate in such Regional PACE Programs; 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, 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 and declares that properties in the City's incorporated area will be benefited by the availability of the Authority CFD Program to finance the installation of the Authorized 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 CFD Program of all of the properties in the incorporated area within the City and to the Authorized Improvements, upon the request of an() 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. 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 Authorized Improvements; provided, however, that the City will not be responsible for the conduct of any assessment or special tax proceedings; the levy of assessments or special taxes; any required remedial action in the case of delinquencies in such assessment or special tax payments; or the issuance, sale, administration, repayment or guarantee of any bonds or other debt issued in connection with the Authority CFD Program. 2 RESOLUTION NO. 2017-49 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 CFD 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 CFD Program within the City consistent with the terms of any Administration Agreements by and between CVAG and an Authority CFD Program administrator, and report back periodically to this City Council on the success of such program. SECTION 6. This Resolution shall take effect once it is adopted only for an Authority CFD 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 and day of June, 2017, by the following vote, to wit: AYES: JONATHAN, KELLY, NESTANDE, WEBER, and HARNIK NOES: NONE ABSENT: NONE ABSTAIN: NONE ATTEST: RAHELLE D. LASSEN, TY CLERK CITY OF PALM DESERT, CALIFORNIA 3 AN C. HARNIK, MAYOR J ITa.1i111111 ell I.I0111111110*1VK11 EXHIBIT A GOLDEN STATE FINANCE AUTHORITY 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' with die respective powers, privileges and restrictions provided herein. RECITALS A. WHEREAS, the 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 Stale of California (tile "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, the name of the authority was changed to California Home Finance Authority. The most recent amendment to die Joint Exercise of Powers Agreement was on December 10, 2014.. B. WHEREAS, the Members of California Home Finance Authority desire to ululate, reaffirm, clarify and revise certain provisions of the joint powers agreement, including the renaming of the joint powers authority, as set forth 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 [lie purpose of financing the construction, acquisition, improvement and rehabilitation of real property within die jurisdiction of the Authority as authorized by tine Act. NOW, THEREFORE, in consideration of die mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless the context otherwise requires, the following terms shall for purposes of this Agreement have die meanings specified below: 'Act" means the Joint Exercise of Powers Act, commencing with Article I of Chapter 5 of Division 7 of Title I of the Government Code of the State of California, including the Marks -Roos Local Bond Pooling Act of 1985, as amended. RESOLUTION NO. 2017-49 'Agreement' means this joint Exercise of Powers Agreement, as the same now exists or as it may from tune to tune be amended as provided herein. 'Aasociate 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 die Board. 'Audit Committee' means a committee made up of the Executive Committee. 'AudiorW means Golden State Finance Authority (GSFA) formerly known as California Home Finance Authority ("CHF"), or CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. 'Board" means the 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 die Authority, or financing agreements entered into by the Authority pursuant to the Act and any outer 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 the Authority. 'F.steutive Committee' means Ilse Executive Connriittee of Ilse Board established pursuant to Section 10 hereof. "Member' means any county which is a member of RCRC, has executed taus 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 die Authority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. 'Program' or 'Project' means any work, improvement, program, project or service undertaken by the Authority. 'Rural County Reptesentatim of California! or 'RCRC" means die nonprofit entity incorporated under that naine in die State of California. 'Supervisoe means an elected County Supervisor from an RCRC member county. :?I �Y�1�111[�1►L[o�',Ii7tlrQ�'] 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 die 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.othchwise authorized by the .act and other applicable laws, including assisting in financing as authorized herein, jointly exercised in the manner set forth herein. 8. Principal Place of Busincas Tlhe principal office of the Authority shall be 1215 K Street, Suite 1650, Sacramento, California 95814. 4. Creation of Authority; Addition of Members or Associate Members a. 11he Authority is hereby created pursuant to die Act. As provided in the Act, the Authority shall be a public entity separate and distinct from the Members or Associate Members. b. Tlic Authority will cause a notice of this Agreement or any amendment hereto -to be prepared and filed widi die office of die Secretary of State of California in a timely fashion in the manner 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 the Authority by submitting to the Board a resolution or evidence of other formal action taken by its governing body adopting this Agreement. The Board shall review die petition for membership and shall vote to approve or disapprove die petition. If die petition is approved by a majority of the Board, such county shall immediately became a Member of die 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 terms and conditions, and with such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terns and conditions, and rights, privileges and responsibilities may vary among die Associate Members. Associate Members shall be entitled to participate in one or more prograhns of die Authority as determined by die Board, but shall not be voting members of the Board. The Executive Director of die Audhority shall enforce the temps and conditions for prospective Associate Members to the Authority as provided by resolution of the Board and as amended from time to time by die Board. Changes in die terns and conditions for Associate Membership by (lie Board will not constitute an amendment of this Agreement. S. Term and Termination of Powers This Agreement shall become effective from die date hereof until the earlier of the 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 W&TOA119[VI ►L[SIM1TirQP] public capital improvement or program. Mie 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 tie powers herein granted be terminated until all Bonds so issued and delivered and the interest thereon shall have been paid or provision for such payment shall have been made and any otter debt incurred with respect to any oilier financing program established or administered by die Authority has been repaid in full and is no longer outstanding. 6. Powers; Restriction upon Ex rciw a. To effectuate its purpose, tie Authority shall have the power to exercise any and all powers of the Members or of a joint powers authority under tie Act and other applicable provisions of law, subject, however, to the conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. 'lie powers of tie Authority are limited to those of a general law county. b. The Authority may adopt, from time to time, sucli resolutions, guidelines, rules and regulations for tie conduct of its meetings and the activities of tie ,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 tie amounts 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 tie purpose set forth herein and in accordance with the 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 shall set any other terms and 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 other indebtedness, and pledge any of its property or revenues as security to the extent perniiaed by resolution of tie Board under any applicable provision of law. The 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. 17ic Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not limited to, tie Authority's i ntemal 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. 2017-49 -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 fonns of assistance from persons, firms, corporations or governmental entities, (7) suing and benhg 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 moities 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 the same conditions as local agencies pursuant to Section 53601 of the Government Code of die State of California. f. All properly, 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 the 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 the Members or Associate Members. Any Bonds, together with any interest and premium thereon, shall not constitute debts, liabilities or obligations of any Member. Tlie Members or Associate Members hereby agree that any such Bonds issued by lire Authority shall not constitute general obligations of the Authority but shall be payable solely from the moneys pledged to die repayment of principal or interest on such Bonds under the terms of the resolution, indenture, trust, agreement or otter instrument pursuant to which such Bonds are issued. Neither die Members or Associate Members nor the Authority shall be obligated to pay the principal of or premium, if any, or interest on the Bonds, or other costs incidental thereto, except from the revenues and funds pledged therefor, and neither the faith and credit nor the taxing power of the Members or Associate Members or die Authority shall be pledged to die payment of die principal of or premium, if any, or interest on the Bonds, nor shall die Members or Associate Members of die 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 the Authority in an individual capacity, and neither die Board nor any officer thereof executing the Bonds or any docmnenl related thereto shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of die issuance of any Bonds. RESOLUTION NO. 2017-49 7. 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 die Board. A Member's appointment of its Delegate shall be delivered in writing (which may be by electronic snail) to the Authority and shall be effective until he or she is replaced by such governing body or no longer a Supervisor, any vacancy shall be filled by flu governing body of die Member in die same manner provided in this paragraph b.. C. The governing body of each Member of die Board shall appoint a Supervisor as all alternate to serve on die Board in die absence of the Delegate; die alternate may exercise all the rights and privileges of die Delegate, including the right to be counted in constituting a quorum, to participate in tine proceedings of die Board, and to vole upon any and all matters. No alternate may have inore 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 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 appointment Any vacancy shall be filled by the governing body of the Member in the same manner provided in this paragraph c.. d. Any person who is not a member of the 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 the discretion of die Chair, participate in open meetings he or she attends. C. Each Associate Member may designate a non -voting 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. L 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. Tlne Board shall have the power, by resolution, to die extent penuitted by to Act or any other applicable law, to exercise any powers of the Authority and to delegate any of its functions to die F,xecutive Committee or one or more Delegates, officers or agents of die Authority, and to cause any authorized Delegate, officer or agent to lake any actions and execute any documents for and in the name and on Behalf of die Board or tie Authority. h. The Board may establish other committees as it deems necessary for any lawful purpose; such committees are. advisory only and may not act or purport to act on behalf of die Board or die Authority. i. Tlu Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. RESOLUTION NO. 2017-49 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 die Board shall be called, noticed, held and conducted pursuant to the provisions of die Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Tide 5 of the Government Code of the State of California. C. The Secretary of die Authority 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 die nwnber of current Delegates shall constitute a quorum for transacting business at any meeting of die Board, except that less than a quorum may act to adjourn a meeting. Each Delegate shall have one vote. e. Meetings may be held at any location designated in notice properly given for a meeting and may be 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 die Delegates at the Board's annual meeting who shall serve a tern of one (1) year or until their respective successor is elected. Tlhe chair shall conduct the meetings of the Board and pehiorm such other duties as may be specified by resolution of die Board. The vice chair shall perform such duties in the absence or in the event of the unavailability of the chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to die Authority, and the President and Chief Executive Officer of RCRC shall serve ex oflicio as Executive Director, Secretary, Treasurer, and Auditor of die Authority. As chief executive of the Authority, the 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 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 shall 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 the custodian of die Authority's funds, from whatever source, and, as such, shall have die powers, duties and responsibilities specified hi Section 6505.5 of the Act. The Executive Director, as Auditor, shall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. C. The Ixgislative Advocate for die Authority shall be die Rural County Representatives of California. RESOLUTION NO. 2017-49 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 the 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 respect to another public office if such bond in at least the same annomnt specifically mentions the office of die Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. C. The business of the Authority shall be conducted under die supervision of the Executive Director by RCRC personnel. 10. Eucutive Cmunittoe of tl<e Authority a. Composition The Authority shall appoint no fewer than nine (9) and no more than cJeven (11) members of its Board to serve on an Executive Conunittee. 71ie Chair and Vice Chair of the 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 die 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. Quonmi A majority of die Executive Committee shall constitute a quorum for transacting business of the Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of Qne Authority shall be distributed to the respective Members in such manner as shall be determined by the Board and in accordance with the law. 12. Agreement Not Exxchnive; Operation in Jurisdiction of Member Thus 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. 71us Agreement shall not be deemed to amend or alter the RESOLUTION NO. 2017-49 terns of other agreements among the Members or associate Members. 13. Conflict of Literest Code '17lhe Authority shall by resolution adopt a Conflict. of Interest Code as required by law. . , , r_, Tr TMMI Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by any Member, Associate Member or any other public agency to further the purpose of this Agreemen6 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 die Authority at the time of making the advance. 15. Fiscal Year; Accounts; Reports; Annual Budget; Adinmishative Expensw a. The fiscal year of the Authority shall be die period from January 1 of each year to and including die 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 to beginning of each fiscal year, die Board shall adopt a budget for die succeeding fiscal year. C. 11he 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 snake, or contract with a certified public accountant or public accountant to make, an annual audit of the accounts and records of die 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 die county in which the Authority's office is located) within 12 months after the end of the fiscal year. C. In any year in which the annual budget of the Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unartiinous 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. 2017-49 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 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 Iliac 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 die Authority deems appropriate, all of die 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 tie exercise of one right or remedy shall not impair die right of the Authority to any or all other remedies. 17. Indemnification To tie full extent permitted by law, the Board may authorize indemnification by die Authority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or other agent of die Authority, and who was or is a party or is threatened to be trade a party to a proceeding by reason of tie fact that suclh 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 manner such person reasonably believed to be in die 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 (lie Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18. immuni0es All of die privileges and immunities from liabilities, exemptions from law, ordinances and riles, 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 perfonning their respective functions, shall apply to theta to the same degree and extent while engaged,as Delegates or otherwise as an officer, agent or other representative of die Authority or while engaged in the performance of any of their functions or duties under die 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 die month following the last required member agency approval. An amendment may be initiated by die Board, upon approval by a majority of die Board. Any proposed amendment, including die text of die proposed change, shall be given by die Board to each Member's Delegate for presentation and action by each Members board within 60 days, which time may be extended by RESOLUTION NO. 2017-49 the Board. Tlhc Est of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members without requiring formal amendment of the Agreement by die Authority Board of Directors. 20. Wididrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in the Authority shall automatically tenuinate. 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. Notwidhstanding 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 incurred by such terminated or withdrawing Member or Associate Member prior to die 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 die same instrument. b. Conshuction. The section headings herein are for comenicuce 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 sane shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is made in die State of California, under die Constitution aid laws of such State and is to be so construed; any action to enforce or interpret its ttrns 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 die parties relating to the subject matter of this Agreement. 1. Successors; Assignment Tlis 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 assigin any right or obligation hereunder without die consent of the Board. g. Severabrlity. Should any part, term or provision of dais Agreement be decided by the courts to be illegal or in conflict with any law of die Slate of California, or otherwise be RESOLUTION NO. 2017-49 rendered unenforceable or ineffectual, the validity of the remaining parts, terns or provisions hereof shall not be affected thereby. 11ie 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 ,mended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 Amended and restated May 5, 2015 [SIGNATI_FRE5 ON FOLLOWING PAGES] RESOLUTION NO. 2017-49 ATTACHMENT 1 GOLDEN STATE FINANCE AUTHORITY MEMBERS As of Mav5.2015 Alpine County Amador County Butte County Calaveras County Colusa County Del Norte County El Dorado County Glenn County Hwnboldt County Imperial County Inyo County Like County Lassen County Madera Count- 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 Tehauna County Trinity County Tuolwnne County Yolo Count Yuba County RESOLUTION NO. 2017-49 EXHIBIT B RESOLUTION NO. 2017-49 RESOLUTION NO. 2017-49