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HomeMy WebLinkAboutA7012 - GOLDEN STATE FINANCE AUTHORITY - PACE - AMENDED & REINSTATED JOINT EXERCISE PWR AGMT 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 l hereof and incorporated herein by reference. .'ill such counties are referred to herein as "Mcnhbers" with the respective powers,privileges and restrictions provided herein. RECITALS A. WHEREAS, die 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 (conunencing 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, die name of One authority was changed to CRHMFA Homebuyers Fund. On December 10, 2014, the mine of the 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 Finance .Authority desire to update, 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 the 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 lowers for the purpose of financing die construction, acquisition,inprovehnent and rehabilitation of real property within die jurisdiction of the Authority as authorized by the Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: I. Definitions Unless the context otherwise requires, die following ternhs shall for purposes of this Agreement have the meanings specified below: 'Act7 means the Joint Exercise of Powers Act, conunencing with Article 1 of Chapter 5 of Division 7 of Title 1 of"the Govermhent Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985,as amended. "Agreemere means this Joint Exercise of Powers Agreement,as die same now exists or as it may from tune to time be amended as provided Herein. 'Associate Member" means a county, city or other public agency which is not a vo6ug member of the Rural County Representatives of California, a California nonprofit corporation ("RCRC"), widh legal power and authority similar to that of die 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 Committee. 'Authority" weans Golden State Finance Audiority (GSFA) formerly known as California Home Finance Authority ("CHF"), or CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board"means the govening board of the Audhority as described in Section 7 below. 'Bonds' means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by die Authority, or financing agreements entered into by the Authority pursuant to the Act and any other obligation within the meaningofthe term 'Bonds"under die Act, "Delegate" means the Supervisor designated by the governing boar] of each Member to serve on the Board of the Authority. "Executive Committee"means die Executive Committee of the Board established pursuant to Section 10lhercof: Wember" means any county whhich is a member of RCRC, Has executed tlhis Agreement and has become a member of the Authority. "Obligations"means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by die Audhority, or financing agreements entered into by the Authority pursuant to the Act and any other financial or legal obligation of die Authority under the Act. "Program" or "Project" means any work, irnprovernent, program, project or service undertaken by die Aut ority. 'Rural County Representatives of California" or "RCRC" means the nonprofit entity incorporated under that nahne in the State of California. "Supervisor"means an elected County Supervisor from an RCRC member county, 2. Purpose The purpose of the Authority is to provide financing for ]lie 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 otherwise authorized by the Act and other applicable laws, including assisting in fmancing as authorized herein,jointly exercised in the manner set forth herein. 3. Principal Place of Business The principal office of the Authority shall be 121.5 K Street, Suite 1650, Sacramento, California 95814. 4. Creation of Authority;Addition of Members or Associate Members a. The Authority is hereby created pursuant to the Act. As provided in the Act, the Authority shall be a public entity separate and distinct from the Members or Associate Members. b. 'I'lie Authority will cause a notice of this Agreement or any amendment hcreto-to be prepared and filed witli the office of the 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 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 inay be added to the Authority upon the ailinnative approval of its respective governing board aid pursuant to action by die 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 the Associate Members. Associate Members shall be entitled to participate in one or more programs of the Authority as detennined by die Board, but shall not be voting members of the Board. The Fxecutive Director of the Authority shall enforce the terns and conditions for prospective Associate Members to the Authority as provided by resolution of die Board and as amended from time to time by die Board. Changes in the terns and conditions for Associate Membership by the Board will not constitute an anendinent of this Agreement. 5. Term and Termination of Powers This Agreement shall become effective from the 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]lave been made, or when the Authority shall no longer own or hold any interest in a public capital improvement or program. The Audiority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in no event shall the exercise of die powers herein granted be terminated until all Bonds so issued and delivered and the interest thereon sliall have been paid or provision for such payment shall have been made and any other debt incurred widh respect to any odher funancing program established or administered by die Authority has been repaid in full and is no longer outstanding. 6. Powers;Restriction upon Exercise a. To efTectuate its purpose, fine Authority slhall have the power to exercise any and all powers of die Members or of a joint powers audtority under die Act and oilier applicable provisions of law, subject, however, to die conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. The powers of the Authority are limited to those of a general law county. b. The Authority may adopt,from time to time, such resolutions, guidelines,rules and regulations for die conduct of its meetings and die activities of die Audlority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have the power to finance the construction, acquisition, improvement and rehabilitation of real property, including the power to purchase, widh die 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 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 lierein as it deems necessary or convenient and in furdherannce of the Act. "1'lhe Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its properly or revenues as security to the extent permitted by resolution of the Board under any applicable provision of law. The Authority may issue Bonds in accordance with the Act in order to raise finds necessary to effectuate its purpose hereunder and may enter into agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by die Act, and to secure such debt, to furdher such purpose. The Authority may utilize other forms of capital, including, but not limited to, the Audhority's internal resources, capital markets and other forms of private capital investment authorized by tie 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 subject to mortgage, (5) incurring debts, liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other fornis of assistance from persons, finis, 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 the exercise of its specific powers and to accomplishing its purpose (9) establishing and/or administering districts to finance and refinance the acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and in buildings. The Authority may enter into one or more agreements, including without limitation, participation agreements and 'implementation agreements to implement such programs. e. Subject to the applicable provisions of airy indenture or resolution providing for the investment of monies held thereunder, [lie Authority shall have the power to invest any of its funds as the Board deems advisable, in die same mariner and upon the same conditions as local agencies pursuant to Section 53601 of the Government Code of tine ,State of California. f. All properiy, equipment, supplies, funds and records of the Authority shall be owned by die Authority, except as may be provided otherwise licrein or by resolution of the Board. g. Pursuant to the provisions of Section 6508.1 of due 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. The Members or Associate Members hereby agree that any such Bonds issued by the Authority shall not constitute general obligations of the Authority but shall be payable solely from the moneys pledged to the 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 the 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 due Authority shall be pledged to the payment of the 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 mariner to make any appropriation for such paymment. 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 tie Authority in ari individual capacity, and neither the 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. 7. Governing Board a. The Board shall consist of the number of Delegates equal to one representative from each Member. b. The governing body of each Member shall appoint one of its Supervisors to serve as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing (which may be by electronic mail) to die 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 die governing body of the Member in die saline 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 the Board in die absence of the Delegate; die alternate may exercise all the rights and privileges of the Delegate, including die night 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 This or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by die governing body of die 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 die discretion of the 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. 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. The Board shall have the power, by resolution, to die 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 Executive Counnittee or one or more Delegates, officers or agents of the Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in die 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 committees are advisory only and may not act or purport to act on behalf of die Board or the Authority. i. Tlhc Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. 8. Meetings of the Board a. 'Tile Board sliall meet at least once annually, but may meet more frequently upon call of any officer or as provided by resolution of tine Board. b. Meetings of the Board shall he called,noticed, held and conducted pursuant to the provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Title 5 of the Government Code of tlic State of California. C. The Secretary of die Authority shall cause minutes of all meetings of Ilse Board to be taken and distributed to each Member as soon as possible after each meeting. d. The lesser of twelve (12) Delegates or a majority of the number of current Delegates shall constitute a quorum for transacting business at any meeting of the Board, except Iliat 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 One Delegates at the Board's annual meeting who shall serve a teen of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of the Board and perform such other duties as may be specified by resolution of the Board. Tire 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 die Agreement and to provide administrative services to the Authority, and the President and Chief Executive Officer of RCRC shall serve cx ofrcio as Executive Director, Secretary, Treasurer, and Auditor of the Authority. As chief executive of the Authority, the Executive Director is authorized to execute contracts and other obligations of the Authority, unless prior Board approval is required by a third party, by law or by Board specification, and to perform other duties specified by die Board. The Executive Director may appoint such other officers as may be required for the orderly conduct of tine Authority's business and affairs who shall serve at the pleasure of Elie Executive Director. Subject to (lie applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Lxecutive Director, as Treasurer, is designated as the custodian of the Authority's funds, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in 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. Tlie 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 die amount of at least one hundred thousand dollars (.$100,000.00) shall be obtained at the expense of die Authority and filed with the Executive Director. Such bond may secure die faithful performance of such officer's duties with respect to another public office if such bond in at least the same amount specifically mentions die office of 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. e. The business of die Authority shall be conducted under die supervision of the Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Authority shall appoint no fewer than nine (9) and no more than eleven (11) members of its Board to serve on an Executive Conunittec. The Chair and Vice Chair of the Authority shall serve on die Executive Committee. b. Powers and Limitations The Executive Committee shall act in an advisory capacity and make recommendations io die Authority Board. Duties will include, but not be limited to, review of the quarterly and annual budgets, service as die Audit Coinrnittee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law,and resolutions of the Board, C. Quorum A majority of the Executive Comnhiuee shall constitute a quorum for transacting business of die Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of the Authority shall be distributed to die respective Members in such manner as shall be determined by die Board and in accordance with die law. 12. Agreement 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. This Agreemment shall not be deemed to amend or alter die terms of other agreements among the Members or Associate Members. 13. Conflict of Interest Code '17he 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 die purpose of this Agreement. Payment ofpublic 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 tie manner agreed upon by die advancing Member, Associate Member or other public agency and die Authority at tie time of making the advance. 15. Fiscal Year,Accounts;Reports;Annual Budget;Administrative Expenses a. Tlie fiscal year of the Authority shall be tie period from,)anuary I of each year to acid including die following December 31, except for any partial fiscal year resulting from a cliange in accounting based on a different fiscal year prc-dously. 1). Prior to the beginning of each fiscal year, the Board shall adopt a budget for die succeeding fiscal year. C. 'Hie Authority shall establish and maintain such funds and accounts as may he required by generally acceplcd accounting principles. The books and records of the Authority are public records and sliall be open to inspection at all reasonable times by each Member and its representatives. d. "17ie Auditor sliall either make, 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 requirehnents of the audit sliall be those prescribed by the State Controller for special districts under Section 26909 of die Government Code of the State of California, and sliall 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 (lie auditor of Sacramento County as die county in which die Authority's office is located) within 12 montis after die end of the fiscal year. e. In any year in which the annual budget of the Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unanimous approval of die Board, replace die annual audit with an ensuing one-year period, but in no event for a period longer than two Fiscal years. 16. Duties of Members or Associate Members;Breach If any Member or Associate Member sliall default in performing any covenant contained herein, such default sliall 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 die benefit of the Authority created hereby, and each Member or Associate Member hereby grants to tie Authority (lie 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 ahry law now or hereafter enacted are cumulative, and the exercise of one right or remedy shall not impair die right of the Authority to any or all other remedies. 17. Indemnification To (lie full extent permitted by law, the Board may authorize indemnification by the 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 made a party to a proceeding by reason of tlhe fact that such person is or was such a Delegate, alternate, officer, consultant, employee or other agent of the Authority. Such indemnification may be made against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in die best interests of die Auhority and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in die case of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18. Immunities All of die privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to die activity of officers, agents or employees of any of the Members or Associate Members when performing their respective functions, shall apply to them to die same degree and extent while cngaged,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 the provisions of this Agreement. 19. Amendment This Agreement may be amended by de adoption of the ammendment by the governing bodies of a majority of the Members. The amendment shall become effective oil the first day of the month following the last required member agency approval. Ali anendment may be initiated by tine Board,upon approval by a majority of die Board. Any proposed amendment,including the text of the proposed change, sliall 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 the Board. The list of Members, Attachment 1, may be updated to reflect new and/or willidrawn Members without requiring formal amendment of die 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 the Authority remain outstanding. Any such witulrawal.sliall become effective thirty (30) days alter a resolution adopted by die '_Members governing body which authorizes withdrawal is received by the Authority. Nottividhstanding 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 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 wluch shall constitute but one and die same instrument. b. Construction. The section lheadings herein are for convenience only and are not to be construed ac modifying or governing the language in [lie section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, die saine shall not.be unreasonably widhlheld. d. Jurisdiction;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 tie agreement among the parties hereto, and it supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and anong the parties relating to the subject matter of this Agreement. f. Successors;AssignmenL "I7his Agreement shall be binding upon and shall inure to die benefit of die successors of die parties hereto. Except to the extent expressly provided herein, no Member may assign any riglht or obligation hereunder without the consent of the Board. g. Smerability. Should any part, tern or provision of this Agreement be decided by die courts to be illegal or in conflict widh any law of die State of California, or odherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused thus Agreement to be executed and attested by their properly authorized officers. M ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 Amended and restated May 5, 2015 [SIGNATURES ONFOLL0WING PAGES] SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: PGIlm Q 1IM 5 Dated: I% d �() B . � wAna N : baq �eaiq CITY ATTORNEY Title: I� MII,V�r� Attest: By [Clerk of the Board Supervisors or City Clerk] City Clerk APPROVED BY CITY COUNCIL . �� ATTACHMENT 1 GOLDEN STATE FINANCE ALTMORITY MEMBERS As of May S. 2015 Alpine County Amador County Butte County Calaveras County Colusa County Del Norte Countv F.l Dorado County Glenn County Humboldt County Imperial County Inyo County Lake County Lassen County Madera County Mariposa County Mendocino County Merced County Modoc County Mono County Napa County Nevada County Placer County Plumas County San Benito County Shasta County Sierra County Siskiyou County Sutter County Tehama County Trinity County Tuolumne County Yolo County Yuba County Resolution No. 24263 Page 6 Exhibit B JPA Addendum 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) SIGNATURE PAGE WITH ASSOCIATE MEMBERSHIP TERMS AND CONDITIONS FOR CITY OF ("JPA Addendum") The City of Palm Springs ("City") hereby agrees to become an Associate Member of the Authority expressly subject to the following: 1. The City joins the Authority as an Associate Member solely for the purpose of enabling the Authority to make its property-assessed clean energy (PACE) Programs (the "Authority PACE Programs")' available to properties within the jurisdictional boundaries of the City, as further set forth in Resolution No.2040W and aNa(¢ adopted by the City Council of the City on July 5, 2017, ("Resolutions"). 2. Notwithstanding Section 4(d) of the Amended and Restated Joint Exercise of Powers Agreement entered into on July 1, 1993, as amended to date ("Agreement"), no terms and conditions established by the Board, and not contained in the Agreement as of the date of City's execution of this JPA Addendum, shall be binding on the City unless and until approved, in writing, by the City Manager of the City ("City Manager'). Further, notwithstanding Section 19 of the Agreement, no amendment to the Agreement which impacts the City, as an Associate Member, shall be binding on the City unless approved in writing by the City Manager. 3. For clarification, and pursuant to Section 6(g) of the Agreement, any Bonds, together with any interest and premiums thereon, shall not constitute debts, liabilities or Obligations of the City. 4. The Agreement shall not be exclusive, and the City 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. 5. The right of the City to withdraw from the Authority, which withdrawal shall become effective thirty (30) days after a resolution adopted by the City Council of the City is received by the Authority, except that the City Manager may terminate the Authority's rights and authorizations as set forth in the Resolutions. 'The Authority PACE Programs are (i) a financing program authorized under Chapter 29 of the Improvement Bond Act of 1911, being Division 7 of the California Streets and Highways Code; and (ii) a financing program authorized under the Mello-Roos Community Facilities Act, set forth in sections 53311 through 53368.3 of the California Government Code, and particularly in accordance with Sections 53313.5(I) and 53328.1(a). Resolution No. 24263 Page 7 6. Section 4(d) of the Agreement authorizes the Board to add an Associate Member by an affirmative vote of the Board with such rights, privileges, and responsibilities established from time to time by the Board. Accordingly, through the affirmative vote of the Board to add City as an Associate Member, the Authority hereby agrees to such the terms and conditions contained in this JPA Addendum and the Resolutions; provided, no future change to the Agreement shall be effective without compliance with paragraph 2 of this Addendum. 7. By its signature below, the Authority agrees to be bound by this JPA Addendum, and it further agrees that the Authority shall not challenge, in a court of law or otherwise, the validity, legality, and enforceability of this JPA Addendum. [Signatures on following page] Resolution No. 24263 Page 8 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) SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS WITH ASSOCIATE MEMBERSHIP TERMS AND CONDITIONS FOR CITY OF PALM SPRINGS (continued) CITY OF PALM SPRINGS �1 By: Dated: ~"`"1 l David H. Ready, City Manager ATTEST: REV IEWE S TO FORM: By: �'�a By: Kathleen D. Hart, Edward Z. Kotkin, Interim City Clerk City Attorney ACKNOWLEDGED AND AGREED: APPROVED BY CITY COUNCIL By: Name: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 95814 . 82671.0000