CC RESOLUTION 4959RESOLUTION NO. 4959
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO, CALIFORNIA,
CONSENTING TO INCLUSION OF PROPERTIES WITHIN THE CITY'S JURISDICTION
IN THE CALIFORNIA HOME FINANCE AUTHORITY, PROGRAM TO FINANCE
RENEWABLE ENERGY GENERATION, ENERGY AND WATER EFFICIENCY
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 ( "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 ");
and
WHEREAS, the Authority is in the process of amending the Authority JPA to formally
change its name to the 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 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 El Segundo (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, installation of such Improvements by property owners within the
jurisdictional boundaries of the counties and cities that are participating in the Authority PACE
Program would promote the purposes cited above; and
WHEREAS, the City wishes to provide innovative solutions to its property owners to
achieve energy and water efficiency, and in doing so cooperate with Authority in order to
efficiently and economically assist property owners within the City in financing such
Improvements; 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 execution of the JPA Agreement, a copy of which is attached
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as Exhibit "A" hereto, to participate in the programs of the JPA and to assist property owners
within the jurisdiction of the City in financing the cost of installing Improvements; 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, 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 PACE Program to finance the
installation of the Improvements.
2. 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.
3. The consent of this City Council constitutes assent to the assumption of
jurisdiction by Authority for all purposes of the Authority PACE Program 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.
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 PACE Program 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.
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Resolution No. 4959 was PASSED, APPROVED and ADOPTED this 15th day of December, 2015.
1,T1:'`aTl °:
r y We ci-, City Clerk
AP � Z VED AS TO FORM:
Mark D...Heiisl : ' ty
Attorney
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w �
xFuent es, Mayor
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO 1
I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the
whole number of members of the City Council of said City is five; that the foregoing Resolution
No. 4959 was duly passed and adopted by said City Council, approved and signed by the Mayor,
and attested to by the City Clerk, all at a regular meeting of said Council held on the 15th day of
December, 2015, and the same was so passed and adopted by the following vote:
AYES: Mayor Fuentes, Mayor Pro Tern Jacobson, Council Member Atkinson, Council
Member Fellhauer, Council Member Dugan
NOES:
ABSENT:
ABSTAIN:
NOT PARTICIPATING:
WITNESS NV I IAND rl°1- E OFFICIAL, SERI* O1^ SAID CITY this . W. day of 12016.
(jh �a&
acy Weaver, City Clerk
of the City of El Segundo,
California
in
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO 1
I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the
whole number of members of the City Council of said City is five; that the foregoing Resolution
No. 4959 was duly passed and adopted by said City Council, approved and signed by the Mayor,
and attested to by the City Clerk, all at a regular meeting of said Council held on the 15th day of
December, 2015, and the same was so passed and adopted by the following vote:
AYES: Mayor Fuentes, Mayor Pro Tem Jacobson, Council Member Atkinson, Council
Member Fellhauer, Council Member Dugan
NOES:
ABSENT:
ABSTAIN:
NOT PARTICIPATING:
WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this � day of , 2016.
OA6"
q1' racy Weaver, City Clerk
of the City of El Segundo,
California
ME
Exhibit A
0 11 ITU 1; i2l r.v: N ►) I Deal Ir,
AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
(Original dat.c July 1, 1993 and as last amended and restated December 10, 2014)
THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
( "Agreement ") is entered into by and among 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 euici restric lions proviciccl herein.
I:i�C�t1I:�11'?
A. WIIEREAS, the California Rural Home Mortgage Finance Authority ( "CRHMFA ") was
created by a Joint: Exercise of Powers Agreement, elated July 1, 1993 pursuant to the Joint Exercise
of Powers Act (commencing with Article 1 of Chapter 5 of' Division 7 of Title I of the
Government Code of the State of` California (the "Act "). By Resolution 2003 -02, adopted on
,January 15, 2003, die name of the 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 tlic joint powers agreement, including the renarnuig of the
I oint powers authority, as set forth herein.
C. WHEREAS, (lie Members arc each empowered by law to finance the construction,
acquisition, improvement and rehabilitation ol'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 the jurisdiction of the Authority
as autlxn-ir_ed by [lie Act.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, lie Members
individually and collectively agree as follows:
1. Definitions
Unless the context otherwise requires, the following terms shall for purposes of this
Agreement have the meanings specified below:
"Act" means the Joint Exercise of Powers Act, commencing with Article 1 ol' Chapter 5 of
Division 7 of Title 1 of [lie Government Code of the State of California, including the Marks -Roos
Local Bond Pooling Act of 1985, as amended.
"Agreement" meads this Joint Exercise of Powers Agreement, as the same now exists or as it
may from time to time be amended as provided herein.
Exhibit A
"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 dial of the Members, admitted pursuant to
paragraph 4.d. below to associate membership herein by vote oi'the Board.
"Audit Committee" means a committee niade up of die nine- member Executive
Committee.
"Authority" means California Home Finance Authority ( "CHI'"'), formerly known as
CRHMh'A Homebuyers Fund or California Rural Home Mortgage Fniaiice Authority.
"Board" mewls the governing board of the Autliority as described in Section 7 below.
"Bonds" means bonds, notes, warrants, leaSCS, CCrtifiCat.CS of participation, installrrient
purchase agreements, loan agrecments and other securities or obligations issued by (lie 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 [lie governing board of each Member to
serve on the Board of die Authority.
"Executive Committee" means the nineanernber Executive Committee of the Board
established pursuant to Section 10 hereof.
" e ber" means any county which is a inember of RCRC, has executed this 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 Idle Authority,
or financing agreements entered into by [lie Authority pursuant to the Act and any other fiiiancial
or legal obligation of the Authority under the Act.
"Prograin" or "Project" means any Work, Improvement, program, pro .ect or service
undertaken by the Authority.
County Representatives of CaliforniZ or "RCRC" means the uonprolit entity
incorporated under that naive in the State of' California.
"Supervisor" incans an elected County Supervisor from an RCRC member county.
=11
The purpose of the Authority is to provide financing for the acquisition, construction, ,
iniprovemerat and rehabilitation of real property in accordance with applicable provisions of law
for the benefit ol'residents and communities. In pursuit of this purpose, this Agreement provides
IoI- the Joint exerci e of powers common to any of its Members and Associate Members as
provided herein, or otheni'lse authorized by (lie Act and other applicable laws, including assisting
Exhibit A
in finarrc•ing as aulborimd herein, jointly exercised in [Ire manner sct forth herciaa.
MIRM
'ne principal office of fire Authority slWl be 1215 K Street, Suite 1650, SacrarrrenLo,
California 95814.
It. The Authority is hereby created pursuant to the Act. As provided in die Act, the
Authority sliall he a public entity separate and distinct from the Members or Associate Members.
b. The Authority will cause a notice of Iliis Agreement or any amendment hereto to
be prepared and filed with lie office of the Secretary of Stale of California in a timely fashion in
the rnauner set forth in Section 6503.3 of the Act.
C. A county (fiat is a member- of RCRC may petition to become a member of tlae
Authority by submitting Co fire Board a resolution or evidence of other formal action taken by its
governing body adopting this Agrcenacnl. The Board shall review the petition for membership
and shall vote to approve or disapprove the petition. If the 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 the Authority upon the affirmative
approval of its respective governing board and pursuant to action by the Authority Board upon
such terms and conditions, and Na2th such rights, privileges and responsibilities, as may be
established from time to tune by the Board. Such terms and conditions, and rights, privileges and
responsibilities may vary among the Associate Members. Associate Members shall be entitled to
participate in one or more programs of the Authority as determined by die Board, but shall not be
voting members of Llae Board. The Executive Director of the Authority shall enforce the terms
and conditions for prospective Associate Members to the Authority as provided by resoluliora of'
the Board and as amended from time to time by lie Board. Changes in the terns and conditions
for Associate Membership by the Board will uoL constitute all amenclmcrrt of this Agreement.
This Agreement shall become effective from the date hereof until the earlier of tlac time
when all Bonds and any interest thereon shall have been paid in full, or provision for such
payrrrcrrt shall have been made, or when Lhe Authority shall no longer own or hold any interest in a
public capital improvement or prograrn. The Authority shall continue to exercise the powers
herein conferred upon it until termination of [his Agreement, except that if any Bonds are issued
and delivered, in no event shall the exercise of tlic powers herein granted be terminated until all
Bonds so issued and delivered and the irate.res( thereon shall have beery paid or provision for such
payment shall have been made and an}, other debt. incurred with respect to any other financing
program established or administered by the Authority has been repaid in hill and is no longer
outstanding.
6. Powers; Restriction upon Exercise
Exhibit A
a. To ellectuatc its purpose, the Aul_bority shall have the power to exercise any and all
powers of dic Members or of a joint powers authority under the Act and other applicable
provisions of law, suhjcct, however, to [lie conditions and restrictions herein contained. Each
Member or Associate Member may also separately exercise any and all such powers. The powers
ol' [hc Au[liori[y are limited to those ol' a general law county.
b. The Authority may adopt, 1rorn time to time, such resolutions, guidelines, rules and
regulations for the conduct of its meetings and the activities of the Authority its it deems necessary
or desirable to accomplish its purpose.
C. The Authority shall have [lie power to finance [lie construction, acquisition,
improvement and rehabilitation of real property, including the power to purchase, with the
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
the purpose set forth herein and in accordance with the Act. All or any part of such bonds so
purchased may be held by [he Authority or resold to public or private purchasers at public or
negotiated sale. The Autliorily shall set any other terms and conditions of any purchase or sale
contempla[ed lierein 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 airy of its
property or revenues as security to the extent permitted by resolution of the Board wider 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. The Authority may issue other forms of indebtedness authorized by the Act,
and to secure such debt, to further such purpose. The Authori[y may utilize other forms of capital,
including, but not limited to, (lie Authonly's internal resources, capital markets and other forms of
private capital investment authorized by [lie Act..
d. The Authority is Hereby authorized to do all acts necessary for the 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 suhjcct to mortgage,
(5) incurring debts, liabilities or obligations,
(6) receiving gifts, contributions and donations of property, fiends, seii,ices 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 wiy and all things 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
Exhibit A
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 (lie applicable provisions of any indenture or resolution providing for the
investment of monies held thereunder, the Authority shall have the power to invest any of its funds
as die board (]cents advisable, in the same manner and upon (lie same conditions as local agencies
pursuant to Section 53601 of the Government Code of the State of California.
f, All property, equipment, supplies, funds and records of the Authority shall be
owned b }, the Authority, except as may be provided otherwise herein or by resolution of the
Board.
g. Pursuant to the provisions of' Section 6508.1 of the Act, the debts, liabilities and
obligations of tie Authority shall not be debts, liabilities and obligations of die Members or
Associate Members. Any Bonds, together with any interest and premium thereon, shall not
constittil.e debts, liabilities or obligations of any Member. The Members or Associate Members
hereby agree ilia( any such Bonds issued by the Authority shall not constitute general obligations of
lie Authority but sliall be payable solely front (lie monkeys pledged to the repayment of principal or
interest on such Bonds raider the terms of die resolution, indenture, trust, agreement or other
instrument pursuant to which such Bonds are issued. Neither the Members or Associate
Members nor the Authority shall be obligated to pay the principal of or premium, if any, or
interest. on (lie Bonds, or other costs incidental thcrclo, except from the revenues and funds
pledged therefor, and neither (lie faith and credit nor (lie laxing power of' the Members or
Associate Members or the Authority shall be pledged to the payment of the principal of or
premium, if any, or interest on the Bonds, nor shall (lie Members or Associate Members of the
Audhonly be obligated in any manner to snake any appropriation for such payment. No covenant
or agreement contained in any Bond shall be deemed to be it covenant or agreement of any
Delegate, or any officer, agent or employee of the Authorit}, in an individual capacity, and neidher
(lie Board nor any officer dicreof executing the Bonds or any document related thereto shall be
liable personally on any Bond or be subject to any personal liability or accoun(ability by reason of'
the issuance of any Bonds.
a. The Board shall consist of the number of Delegates equal to one representative
from each Member.
b. r he governing body of each Member shall appoint one of its Supervisors to serve
as it Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing
(which may be by cicctronic mail) to the Authority :uhd shall be effective until he or she is replaced
by such governing body or no longer a Supervisor; and, vacancy slhall be filled by the governing
body of the. Member in the same manner- provided in this paragraph b..
C. Tlic governing body of each Member of the Board shall appoint a Supervisor as an
alternate to serve oil the Board in tie absence of tic Delegate; the alternate may exercise all the
Exhibit A
rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to
participate in the proceedings of [lie Board, and to vote upon any and all matters. No alternate
inay 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 the Authority and shall
be CfFCCtiVC 1111111 Such alternate is replaced by his or her governing body or is no longer a
Supervisor, unless othenvise specified in such appointment. Any vacancy sball be filled by the
governing body of the. Member in die same manner provided in this paragraph c..
d. Any person who is not a inernber of die governing body ol'a Member and who
attends a, meeting on behall'ol'such MCIIII)CY may not vote or be counted toward a quorum but
may, at (lie discretion of the Chair, participate in open meetings he or she auunds.
C. F.ach Associate Member may designate a rion-voting representative to the 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,. I)clegatcs shall not receive compensation for serving as Delegates, but may claim
and receive reimbursement For expenses actually incurred M connection with such service
pursuant to rules approved by the Board mid subject to the availability of funds.
9. The Board shall have the power, by resolution, to [lie extent permitted by (lie Act
or any other applicable law, to exercise any powers of (lie Authority and to delegate any of its
functions to the Executive Committee or one or more Delegates, officers or agents of the
Authority, and to cause any authorized Delegate, oll-icer or agent to take any actions and execute
any documents for and in the naine and on behalf of [lie Board or the Authority.
11. The Board may establish such committees as It deems necessary for any lawful
purpose; such committees arc advisory only and may not act or purport to act on behalf of the
Board or die Authority.
1. The Board shall develop, or cause to be developed, and review, modify as
necessary, and adopt cacti Program.
8. Meetings of the Board
a. The Board shall meet at least once annually, but may meet more frequently upon
call of any of or its provided by resolution of` the Board.
1). Meetings of flat Board shall be called, noticed, held and conducted pursuant to the
provisions ol'the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) ol'Parl I of
Division 2 of ritle 5 of the Government Code of [lie State of California.
C. The Secretary of the Authority sliall cause minutes of all meetings ol'the Board to
be taken and distribute(] to each Member as soon as possible after cash meeting.
d. The lesser of Livelve (12) Delegates or a majority of' [lie number of' current
Delegates shall constitute a quorum for transacting business at. any meeting oftlic Board, except
Exhibit A
that less than a quorum may act to adjourn a meeting. Etch Delegate shall have one vote.
C. Meetings may be held at any location designated in notice properly given for a
mceling and may be conducted by telephonic or similar means in any manner- otherwise allowed
by law.
a.
The board shall elect a chair and vice chair from arnang the Delegates at ilia
Board's annual meeting who shall serve a term of' one (1) year or until their respective successor is
elected. The chair shall conduct Ilse meetings of the Board and perform such other duties as may
be specified by resolution of the Board. The vice chair shall perform such duties in the absence or
in the event of the unavailability of the chair.
h. The Board shall contract annually with RCRC to administer fire Agreement and to
provide adrninistralive services to the Authority, and the President .nid Chief Executive Offcer of
RCRC shall serve ex oliicio as Executive Director, Secretary, Treasurer, and Auditor of the
Authority. As chief executive of' the Authority, (lie Executive Director is authorized to execute
contracts and other obligations oft] ic 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 the orderly conduct of
the Authority's business and afTmrs who shall serve at the pleasure of' the Executive Director.
Subject to the applicable provisions of any indenture or resolution providing for a trustee or other
fiscal agent, the Executive Director, as Treasurer, is designated as lie custodian of the Authority's
funds, from whatever source, and, as such, shall have tic powers, duties and responsibilities
specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have tic powers,
duties and responsibilities specified in Section 6505.5 of tie Act.
C. The Legislative Advocate for the Authority shall be the 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 the Authority, and a bond for such officer in the amount of at least ouc
hundred thousand dollars (5100,000.00) shall be obtained at Lie expense of the Authority and
filed with the laccutivc Dircclor. Such bond may secure the fauthful performance of such
officer's duties with respect to another public office if' such bond in at least the same amount
specifically mentions the office of the Authority as required herein. The Treasurer and Auditor
shall cause periodic independent audits to be made of lie Authority s books by a certified public
accountant, or public accounta-lit, in compliance with Section 6505 of the Act_
C. The business of (lie Authority shall be conducted under the supervision of (lie
Executive Director by RCRC personnel.
I i i • •
a. Coll. p(,)Sj04 -)Il
Exhibit A
The Authority shall appoint nine (9) members of its Board to serve on an Executive
Committee,
b. Powers and Lirnitaticnts
The Executive Committee shall act in an advisory capacity and make
recommendations to [lie 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 assignee] by the Board. The
Executive Committee shall be subject to all limitations imposed by this Agreement, other
applicable law, and resolutions of the Board.
uonrm
A majority of the Executive Committee shall constitute a quorum for transacting
business of the Executive Committee.
! �• i• •
Upon termination of this Agreement, all remaining assets and liabilities of the Authority
shall be distributed to the respective Members in such manner as shall be determined by the
Board and in accordance with die law.
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. Ihliis Agreement shall not be deemed to amend or alter the
terms ol'othcr agreements among the Members or Associate Members.
The Authority shall by resolution adopt a Conflict of Interest Code as required by law.
Contributions or advances ol' public funds and of personnel, equipment or property may
be made to the Aulhority by any Member, Associate Member or any other public agency to
further the purpose of (Iris Agreement. Payment of public fiords may be made to defray (lie cost of
any contribution. Any advance may be made subject to repayment, and in t]zat case shall be repaid
in the manner agreed upon by die advancing Member, Associate Member or other public agency
and the Authority at (lie time of making the advance.
a. The fiscal year of the Authority shall be the period from January 1 of each year to
and including [lie following December 31, except for any partial fiscal year resulting frour a change
Exhibit A
in accounting based on a dillcrent fiscal year previously.
b. Prior to die beginning of each fiscal },car, the Board shall adopt a budget for die
succeeding fiscal year.
C. The Authority shall establish and maintain such lands and accounts as may be
required 1ly 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
rcpresenlatives.
dl. The Auditor shall either make, or contract with a certified public accountant or
public accountant to make, an annual audit of Ilse accounts and records of" ate Authority. Tile
minimum requirements of tllc audit shall be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of' the Slate of' California, and shall
conform to generally accepted auditing standards. When ail 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
Ilse 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 (55,000.00), the Board may, upon unaniinous approval of the Board, replace the
annual audit ivith an ensuing one -year period, but in no event for a period longer than two fiscal
years.
�, • i
if any Melnber or Associate Member shall default in perfornung any covenant contained
herein, such def n. h shall not excuse that Mcmber or Associate Mcmber 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 ibis Agreement is entered into for die benefit of the Authority created hereby, and each
Member or Associate Member hereby grants to die Authority the right to enforce, by whatever
lawful incans the Authority deems appropriate, all of the obligations of cacti of the parties
hereunder. Each and all of tlic remedies given to the Authority hereunder or by any law now or
hcreaft.er enacted are cumulalivc, and the exercise of one right or remedy shall not impair the right
of' the Authority to any or all other rcincdics.
To the 1L111 extent perinittcd by law, the Board may authorize indemnification by the
Authority of any person who is or Was a Board Delegate, alternate, officer, consultant, einployce or
other agent of the Authority, and who ivas or is it party or is threatened to be made a parry to a
proceeding by reason of the fact thal 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, lines, settlements and other amounts actually and reasonably incurred in
connection Willi 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
Exhibit A
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.
All of the privileges and immunities from liabilities, exemptions front law, ordinances and
rules, all pension, relief, disability, workers' c•onnpensation and other benefits which apply to the
activity of officers, agents or employees of any of the Members or Associate Members when
performing their respective functions, shall apply to thein 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 Ilse performance of any of their functions or duties under the provisions of this
Agreement.
']'his Agreement may be amended by the adoption of' the amendment by the governing
bodies of a maiority of the Members. The amendment shall become eflcctive on die firs( day of
the moiilli following the last required rnc►nber agency approval. An annendmcnt may be initiated
by die Board, upon approval by a majority of [lie Board. Any proposed amendment, including the
text of the 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 time 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 amendment of the Agreement by the Authority Board of
Directors.
If a Mcmber withdraws as member of RCRC, its membership in the Authority shall
automatically terminate. A Member or Associate Member may withdraw From this Agreemcnt
upon iwritten notice to die Board; provided however, that no such withdrawal shall result in [lie
dissolution of [lie Authority as long as any Bonds or other obligations of- the Authority remain
outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted
by the Member's governing body which authorizes withch-awal is received by the Authority.
No[«1il list anding the foregoing, any termination of membership or willidrMA'al from the Authority
shall not operate to relieve any terminated or withdrawing Member or Associate Member from
Obligations incurred by such lerminaled or withdrawing Member or Associate Mcmber prior to
the time of its termination or withdrawal.
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 saune instrument.
b. Construction. The section headings herein are for convenience only and are not to
Exhibit A
be construed as modifying or governing die language in the section referred to.
C. Approvals. Wherever in this Agreement any consent or approval is required, die
sane shall not he unreasonably widilicld.
(1, Jurisdiction; Venue. This Agreement is made in the 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' (lie
agreement wrong 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.
1'. Successors; Assignment. This Agreement, shall be binding upon and shall inure to
the benefit of [lie successors of the parties hereto. Fxcept, to the extent expressly provided herein,
no Member ►nay assigni any right or obligation hereunder without, (he consent of the Board.
9. Severabihty. Should any part, term or provision of this Agreement be decided by
the courts to be illegal or in conflict with any law of the State of California, or othenvise be
rendered unenforceable or IneffccLual, die validity of' the remaining parts, terms or provisions
hereof shall not be allected thereby.
The parties hereto have caused this Agreement to be executed and attested by 111cir properly
authorized officers.
AS iNDOFFED BY THE MEMBERS:
I
SIGNATURE'S OAT FOLL 0 TWNG PA G K51
Exhibit A
SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS
NAME OF COUNTY OR CITY:
City of El Segundo
By:
Name: 'rie : Lpenter
Title:; City Manager
Attest:
[Clerk ,�j I and upervisors r eity Clerk]
Ali -FER EXFCQTION PLE,A.SE ,SEND TO:
Golden State Finance Authority
(formerly California Home Finance Authority)
1215 K Street, Suite 1650
Sacramento, CA 95814
82671.00000 \9603861.1
Dated:
i 0 E 0 „FORM:
t ATTORNE
Exhibit A
3ff
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