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HomeMy WebLinkAbout19-263WHEREAS, on August 15, 2019, the Board of Directors of Golden State Finance Authority (GSFA), a Joint Powers Authority of which Butte County is a member, voted unanimously to approve proposed revisions to the Joint Powers Authority (JPA) Agreement; and WHEREAS, the revisions to the JPA Agreement have been provided to each Member County for review and approval; and WHEREAS, the members of the Board of Supervisors, of the County of Butte have each been provided with a copy of the revisions to the JPA Agreement for review; 0 1. . 1, 1, 111 11 1 1 111 1 Jill III 1. The Board of Supervisors hereby approves the revisions to the JPA Agreement, in subs,tanitiallly the form attached hereto as ATTACHMENT 1 and incorporated herein by reference. 2. The Board of Supervisors authorizes and directs the Clerk of the Board of Supervisors to transmit a copy of this Resolution to the Executive Director of GSFA. vote: PASSED AND ADOPTED by the Butte County Board of Supervisors this 8` day of October, 20191, by the following AYES: Supervisors Connelly, Luicero, Ritter, Teeter, and Chair Lambert NOES: ABSENT: Shari McCracken, Chief Administrative Officer and C er the d of Supervisors By: _ ='- Deputy (3� Steve Lambert,wu Butte County Board of Supervisors ATTACHMENT 1 GOLDEN STATE FINANCE AUTHORITY AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (Original date July 1, 1993 and as last amended and restated August 1 4, 2019) THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ("Agreement") is entered into by and among the counties listed on Attachment 1 hereol' 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 ("CRIIMFA") 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 1 of the Government Code of the State of Califonna (the "Act"). By Resolution 2003-02, adopted on January 15, 2003, the name of the authority was changed to CRHMFA Homebuyers Fund. Oil December 10, 2014, the name of the authority was changed to California Home finance Authority. On May 5, 2015, the name of the authority was changed to Golden State Finance Authority. The most recent amendment to the Joint Exercise of Powers Agreement was on May 5, 2015. B. WHEREAS, the Members of Golden State finance Authority desire to update, reaffirm, clarify and revise certain provisions of Ehc ,joint powers' agreement, including the renaming of the ,joint powers authority, as set forth herein. C. WHEREAS, the Members are each empowered by law to rinance die construction, acquisition, improvement, preservation, and rehabilitation of'rcal property and infrastructure. D. WHEREAS, the Members are each empowered by law to establish and operate programs and prgjects to promote public safety, economic development, and environmental protection, including without limitation forest resiliency, wildfire risk reduction, air quality improvement, an(] waste diversion and reuse. E. WHEREAS, by this Agreement, the Members desire to create and establish a Joint powers authority to exercise their respective powers for the purposes of financing the construction, acquisition, improvement, preservation, and rehabilitation of real property and infrastructure as authorized by the Act, and establishing and operating programs and projects to promote public safety, economic development, and environmental protection, including without limitation forest resiliency, wildfire risk reduction, air quality improvement, and waste diversion and reuse. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless the context otherwise requires, the following terms sliall for purposes of this Agreement have the meanings specified below: "Act" means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks -Roos Local Bond Pooling Act of 1985, as amended. "Agreement" means this Joint Exercise of Powers Agreement, as the same now exists or as it may from time to time be amended as provided herein. 'Associate Member" means a county, city or other public agency which is not a voting member of the Rural County Representatives of California, a California nonprofit corporation ("RCRC" ), with legal power and authority similar to that of the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. "Audit Committee" means a committee made up of the Executive Committee. "Authority" means Golden State finance Authority (GSFA) formerly known as California Home Finance Authority ("CHIS."), 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, warrants, leases, certificates of participation, installment purchase agreements, loan agreemcnLs and olllcr securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other obligation within the meaning of the term "Bonds" under the Act. "Delegate" means the Supervisor designated by the governing board of each Member to serve on the Board of die Authority. "Executive Committee" means the Executive Committee of the Board established pursuant to Section 10 hereof. "Member" means any county which a member of RCRC, has executed this Agreement incl 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 the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. "Program" or "Project7 means any work, improvement, program, project or service undertaken by the Authority. 'Rural County Representatives of California" or "RCRC" means the nonprofit entity incorporated under that name in the State of California. "Supervisor" means an elected County Supervisor from an RCRC member county. 2. Purpose The purposes of the Authority are to provide financing for the acquisition, construction, improvement, preservation, and rehabilitation of real property and infrastructure, and to establish and operate programs and projects to promote public safety, economic development, and environmental protection, including without limitation forest resiliency, wildfire risk reduction, air quality improvement, and waste diversion and reuse, in accordance Willi 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 otherwise authorized by the Act and other applicable laws, including provision of financing and other programs and projects as authorized herein, jointly exercised in the manner set forth herein. 3. Principal Place of Business The principal office of' Che Authority shall be 1215 K Street, Suite 16.50, 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 cntity separate and distinct from the Members or Associate Members. b. The Authority will cause a notice of this Agreement or any amendment hereto to be prepared and filed With 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 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 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 terms mid conditions, and rights, privileges anti responsibilities may vary among the Associate Members. Associate Members shall be entitled to participate in one or more programs of tae Authority as determined by the Board but shall not be voting members of the Board. The Executive Director of the Authority shall enforce the terms and conditions for prospective Associate Members to the Authority as provided by resolution of dhc Board and as amended from time to time by the Board. Changes in the terms aid conditions for Associate Membership by die Board will not constitute an amendment of this Agreement. 5. Term and Termination of Powers This Agreement shall become effective from the date hereof until such time as it is terminated in writing by all the Members; provided, however, that this Agreement shall not terminate or be terminated 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 public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if aiy bonds are issued and delivered, in no event shall the exercise of the powers herein granted be terminated until all Bonds so issued and delivered and die interest thereon shall have been paid or provision for such payment shall have been made and any other debt incurred with respect to ally other financing program established or administered by die Authority has been repaid in full and is no longer outstanding. 6. Powers; Restriction upon Exercise a. To cfieectuate its purpose, the Authority shall have the power to exercise any and all powers of the Members or of a ,joint powers' authority under die 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 SiCII i?Owers. The powers of lie 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 the conduct of its meetings and the activities of die Authority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have the power to finance die construction, acquisition, improvement, preservation, mid rehabilitation of real property and infrastructure, including without limitation die power to purchase, with die amounts received or to be received by it. pursuant to a bond purchase agreement, bonds issued by ally of' its Members or Associate Members and other local agencies at public or negotiated sale, for die purpose set Forth herein and in accordance with die Act. All or any pard 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 terms and conditions of' any purchase or sale contemplated herein as it deems necessary or convehnehht and hn furtherance of die Act. The Authority may issue or cause to be issued Bonds or other indebtedness, and pledge ally of its property or revenues as security to the extent permitted by resolution of the Board under any applicable provision of law. The Authority may receive funds from any lawful source and may issue Bonds in accordance with die Act in order to raise funds necessary to effectuate its purpose thereunder and may enter into agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act or applicable law, and to secure such debt, to further such purpose. Without limiting the generality of die foregoing, die Authority shall be empowered to issue industrial development bonds pursuant to the California Industrial Development Financing Act (Wide 10 (commencing with Section 91500) of tic Government Code of die State of California). The Authority may utilize other forms of capital, including, but iiot limited to, the Authority's internal resources, capital markets and other forms of private capital investment authorized by die Act. The Authority shall Further have die power to establish and operate programs and praiects to promote public safety, economic development, and environmental protection, including without limitation forest resiliency, wildfire risk reduction, air quality improvement, and waste diversion and reuse. The Authority may exercise the common powers of the Members and exercise all additional powers given to a joint powers entity under any of the laws of die State of California, including, but not limited to, the Joint Exercise of Powers Act, for any purpose authorized under this Agreement. 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 located, including property subject to mortgage, (5) incurring debts, liabilities or obligations, (6) receiving grants, gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, firms, corporations or governmental entities, (7) suing and being sued in its own name, and litigating or setting any suits or claims, (S) doing any and all things necessary or convenient to tae exercise of' its specific powers and to accomplishing its purpose (9) establishing and/or administering districts to finahhce and refinance die acquisition, installation and improvement of energy efficiency, water conservation, wildfire safety, seismic strengthening, and renewable energy improvements, or any other improvements autioried by law, 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. (10) establishing and administering one or more nonprofit corporations under die Nonprofit Corporations Law (Division 2 (commencing with Section 5000) of the Corporations Code of' the State of California) to undertake programs and projects to promote public safety, economic development, and environmental protection, including Without limitation forest resiliency, wildfire risk reduction, air quality improvement, and waste diversion and reuse. C. Subicct to the applicable provisions of any indenture or resolution providing for the investment of monies held thereunder, the Authority shall have die power to invest any of its funds as die Board deems advisable, in die same manner and upon die 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 by the Authority, except as may be provided otherwise herein or by resolution of the Board. g. Pursuant to the provisions of Scction 6508.1 of tic Act, die debts, liabilities and obligations of die Authority shall not be debts, liabilities and obligations of the Members or Associate Members. Any Bonds, together with any interest aihd 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 Audhority but shall be payable solely from die moneys pledged to die repayment of principal or interest on such Bonds under die terms of die resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds arc issued. Neither the Members or Associate Members Thor the Audhority shall be obligated to pay the principal of or premium, if any, or interest on the Bonds, or other. costs. incidental thereto, except from tic revenues and funds pledged dicrcfor, and neither the faith and credit nor die taxing power of tie Members or Associate Members or die Authority shall be pledged to die payment of die principal of or premium, if any, or interest on die Bonds, nor shall the Members or Associate Members of the Authority be obligated in any manner to make any appropriation for such payment. No covenant or agreement contained in any Bond shall be deemed to be a covenant or agreement of any Delegate, or any officer, agent or employee of die Authority in an individual capacity, and neither die Board nor any officer thereof executing the Bonds or any document related diereto shall be liable personally on any Bond or be subject to achy personal liability or accountability by reason of die issuance of any Bonds. 7. Governing Board a. The Board shall consist of die 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 mail) to the Authority and shall be efTective until the or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing body of die Member in the same manner provided in Chis paragraph b.. C. The governing body of each Member of tic Board shall appoint a Supervisor as all alternate to serve on the Board in the absence of the Delegate; die alternate may exercise all die rights and privileges of the Delegate, including die right to be counted in constituting a quorum, to participate in die proceedings of the Board, ahcl to vote upon any and all matters. No alternate may have more than one vote at any meeting of the: Board, and any Member's designation of ail alternate shall be delivered in writing (which may be by electronic mail) to the 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 fillet] by die governing body of the Member in the same manner provided in this paragraph c.. d. Any person who is not a member of the governing body of a Member alit] who attends a meeting on behalf of such Member may not vote or be counted toward a quorum but may, at die discretion of tie Chair, participate in open meetings he or she attends. C. Each Associate Member may designate a non-voting representative to the Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items and otherwise participate in Board Meetings. F. Delegates shall not receive compensation for serving as Delegates but may claim unci receive reimbursement for expenses actually incurred in connection with such service pursuant to rules approved by die Board and subject to the availability of funds. g. The Board shall have the power, by resolution, to the extent permitted by the Act or any other applicable law, to exercise any powers of the Authority and to delegate any of its functions to the Executive Committee or one or more: Delegates, officers or agents of die Audnority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in die name and on behal£of the Board or die Audhority. 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' the Board or die Authority. i. The Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. 8. Meetings of the Board a. The Board shall meet at least once annually but may meet more ficquently upon call of any officer or as provided by resolution of tlhc Board. b. Meetings of the Board shall be called, noticed, held and conducted pursuant to die provisions of die Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Tide 5 of die 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 number of' current Delegates shall constitute a quorum for transacting business at any meeting of die Board, except that less thaih a quorum may act to adjourn a meeting. Each Delegate shall have one vote. C. Meetings may be held at any location designated in notice properly given for a meeting and may be conducted by telephonic or similar means in any manner otherwise allowed by law. 9. Officers; Duties; Official Bonds a. The Board shall elect a chair and vice chair from among die Delegates at die Board's annual meeting who shall serve a term of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of die Board and perform such odher duties as may be specified by resolution of die Board. The vice chair shall perform such duties in die absence or in die event of the unavailability of (lie chair. b. The Board shall contract annually with RCRC to administer die Agreement and to provide administrative services to die Authority, aid die President and Chief Executive 011icer of' RCRC shall serve ex officio 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 die Authority, and to adopt administrative, personnel, accounting, mud similar internal . policies . fon- theoperation of the Audiority, . 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 the pleasure of die Executive Director. Subject to die applicable provisions of' any indenture or resolution providing for a trustee or other fiscal agent, the Executive Director, as Treasurer, is desigihated as the custodian of the Authority's funds, from vvIiatever source, and, as such, shall have die powers, duties and responsibilities specified in Section 6505.5 of die Act. The Executive Director, as Auditor, shall have the powers, duties and responsibilities specified In Section 6505.5 of the Act. C. The Legislative Advocate for the Authority sliall 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 die Audiority, mien 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 die Authority and filed with die 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 die same amount specifically mentions the office of the Authority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be shade of tic Authority's books by it certified public accountant, or public accountant, in compliance with Section 6505 of die Act. C. The business of die Authority shall be conducted under (lie supervision of die Exccutivc Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Authority shall appoint no fewer than dine (9) and no more than eleven (11) members of its Board to serve on an Executive Committee. The 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 the Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. The Executive Committee shall be subject to all limitations imposed by this Agreement, ober applicable law, and resolutions of the Board. C. Quorum A majority of the 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 die Authority shall be distributed to the respective Members in such manner as shall be determined by the Board and in accordance with die law. 12. Agreement Not Exclusive This Agreement shall not be exclusive, and each Member expressly reserves iL9 rights to carry out other improvements, programs, mid prgjccts as provided for by law and to issue other obligations for those purposes. This Agreement shall not be deemed to amend or alter the terms of other agreements among die Members or Associate Members. 13. Conflict of Interest Code The 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 the Authority by any Member, Associate Member or any other public agency to further the purpose of dais Agreement. Payment of public: funds may be made to defray the cost of any contribution. Any advance may be made subject to repayment, and in that case shall be repaid in the mariner agreed upon by the advancing Member, Associate Member or other public agency and the Authority at the time of making the advance. 15. Fiscal Year; Accounts; Reports; Annual Budget; Administrative Expenses a. The fiscal year of the Authority shall be the period from January I of each year to and including the following December 31, except for ally partial fiscal year resulting from a change in accounting based on a different fiscal year previously. b. Prior to flue beginning of' each fiscal year, the Board shall adopt a budget for the succeeding fiscal year. C. The Authority shall establish and maintain such funis and accounts as may be required by generally accepted accounting principles. The books aid records of die Authority are public records and shall be open to inspection at all reasonable times by each Member and its representatives. d. The Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of the accounts and records of the Authority. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of' the Government Code of the State of California and shall conform to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountant or public accountant, a report diercol' sliall be filed as a public record witty each Member (and also with the auditor of' Sacramento County as the county in which the Audiority's office is located) within 12 nlonflis after lire end of tire fiscal year. C. In ally year in which the annual budget of' the Authority sloes not. exceed five thousand dollars (,$5,000.00), die Board may, upon unanimous approval of die Board, replace the annual audit with an ensllmg 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 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 the performance of all coveuant~s hereof. Each Member or Associate Member hereby declares drat this Agreement is entered into for the benefit of die Authority created hereby, and each Member or Associate Member hereby grants to the Authority the right to enforce, by whatever lawful means the Authority deems appropriate, all of the obligations of each of the parties hereunder. Each and all of the remedies given to die Authority hereunder or by any law now or hereafter enacted are cumulative, and the exercise of' one right or remedy shall not impair the right of the Authority to any or all other remedies. 17. Indemnification To the full extent 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 the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of die face 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, lines, settlements and other amounts actually and reasonably incurred in connection widh 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 incl, in the case of a criminal proceeding, had no reasonable cause to believe this or her conduct was unlawful and, in the case of' an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. 18. Immunities All of the privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any of die Members or Associate Members when performing their respective functions, shall apply to them to the same degree and extent while engaged as Delegates or otherwise as mh officer, agent or other representative of the Authority or while engaged in die performance of any of their functions or dudes 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 the 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 the Board. Any proposed amendment, including the text of die proposed change, shall be given by the Board to each Member's Delegate for presentation and action by each Members board within 60 clays, which time may be extended by die Board. The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn Members widiout requiring formal amendment of die Agreement by die 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 dhis Agreement upon written notice to die Board; provided however, that no such withdrawal shall result in die dissolution of die Authority as long as any Bonds or other obligations of the Authority remain outstanding. Any such withdrawal shall become effective thirty (30) clays after a resolution adopted by tine Members governing body which authorizes withdrawal is received by the Authority. Notwithstanding the foregoing, any termination of membership or withdrawal from die 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 all original and all of'which shall constitute but one and tie same instrument. b. Construction. The section headings herein are for convenience only and are not to 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 same shall not be unreasonably withlield. d. 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 Sacrainento County, California. C. Integration. This Agreement is the complete and exclusive statement of die agreement among the parties hereto, and it supersedes and merges all prior proposals, understandings, an(] other agreements, whether oral, written, or implied in conduct, between and among the par(iCs relathng to Adie subject matter of this Agreement. f. Successors; Assignment This Agreement shall be binding upon and shall inure to die benefit of the successors of flit parties hereto. Except to the extent expressly provided lhercin, no Member may assign any right or obligation hereunder without die consent of die Board. g. Severability. Should aiiy part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of die State of California, or otherwise be rendered unenforceable or ineffectual, die validity of die remaining parts, terms or provisions hercol' shall not be affected thereby. Tile parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOP-17ED 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 acid restated May 5, 2015 Amended acid restated August 14., 2019 [SIGNATURLS ONFOLLOWNG PAGFq COUNTY OF ALPINE By:, Name: 'rifle: Attest: By Clerk of the Board of Supcn isors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Dated: COUNTYOF AMADOR By:_ Name: 'Title: Attest: By: Cleric of the Board of Supervisors [PLEASE SEND TO: Golden State finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Datcd: COUNTY OF BL= By:_ Name: Wille: Attest: By: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden Statc Finance Authority 1215 K Street, Suite 1650 Sacramento, CA .9.58141 COUNTY OF CALAVERAS By:_ Name: Title: Attest: Clerk of the Board of Supervisors IPLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF COLUSA By: Dated: Name: 'rifle: Attest: Clerk of the Board o£ Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacmnento, CA 958141 COUNTY OF DEL NORTE By: Dated: Name: Tide: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF EL DORADO By: Dated: Name: 'ride: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1 650 Sacramento, CA 958141, COUNTY OF GLENN By: Dated: Name: Wide: Attest: Clerk of the Board of Supervisors WLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF HUMBOLDT By:_ Name: Tide: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden Slate Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Dated: COUNTY OF IMPERIAL I3y: Dated: Name: Title: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF INYO By: Name: 'i isle. Attest: Cleric of the Board of Supenisors WLEASE SEND TO: Golden State: Finwice Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF LAKE By: Datcd: Name: Tide: Attest: Clerk of lie Board of Supenisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF LASSEN By:_ Name: Tide: Attest: Clerk ol' tlic board of* Supen isors WLEA.SE SEND TO: Golden State Finance Authority 1215 K Street, Suitc 1650 Sacramento, CA 958141 16161F ���I►� i �l By:_ Name: 'ride: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Datcd: COUNTY OF MARIEPOSA By:_ Name: Title: Attest: Clerk of Clic Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Strcct, Suite 1650 Sacramento, CA 958141 D COUN'T'Y OF MENDOCINO By: - Name: Title: Attest♦ Clerk of the Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Strcct Suite 1650 Sacramento, CA 958141 Dated: Uj"t By:_ Name: Title: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden Stale finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Dated: • N LVO-b-IreTaN•I• By: Dated: Name: Title: Attest: Clerk of tlic Board of Supen isors LEASE SEND TO: Golden State Pinance Authority 1215 K Strcct, Suite 1650 Sacramento, CA 958141 By:_ Name: "Lille: Allcst: Clerk of the Board of Supervisors (PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 95814] Dated: COUNTY OF NAPA By: Datcd: Name: Tide. Attest: Clerk of die Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958111 COUNTY OF NEVADA By:_ Name: Title: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Dated: COUNTY OF PLACER By: Dated: Name: Title: Attest: Clerk of the Board of Supervisors (PLEASE SEND TO: Golden State liinwic..e Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF PLUMAS By:_ Name: "Title: Attest: Cleric of the Board of Supervisors [PLEASE SEND TO: Golden State Financc Authority 1215 K Street, Suite 1650 Sacrmnento, CA 958141 Datcd: COUNTY OF SAN BENITO By:^ Name: Title: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: (;olden State Finance Authority 1215 K Strcct, Suite 1650 Sacramento, CA 958141 Datcd: COUNTY OF SAN LUIS OBISPO By:— Name: 'Lille: Attest: Clerk of die Board of Supervisors LEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Dated: COUNTY OF SHASTA By:,_„ Name: "Mlle: Attest: Cleric of the Board of Supen isors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suilc 1654 Sacramento, CA 958141 Dated: COUNTY OF SEERRA. By:_ Name: Title: Attest: Clerk of the Board of'Supervisors WLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 Dated: COUNTY OF SISKIYOU By:_ Namc: Title: Attcst: Clerk of Ehc Board of"Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958111 Dated: COUNTY OF SUVFER By:_ Name: Title: Attest: Clerk of the Board of Supervisors PLEASE SEND TO: Golden State hiziance Authority 1215 K Street, Suite 1650 Sacranicuto, CA 958141 Dated: COUNTY OF TEHAMA By: Dated: Name: Tide: Attest: Clerk of die Board of Supervisors [PLEASE SEND TO: Golden State Finance Authority 1215 K Strcct, Suite 1650 Sacramento, CA 958141 COUNTY OF TRUNM By:_ Name: Tide: Attest: Clerk of the Board of Supen4sors [PLEASE SEND TO: Golden State Financc Authority 1215 K Street, Suite 1650 Sacrm-nento, CA 958141 COUNTY OF TULARE By: Dated• Namc: Title: .attest: Clerk of the Board of Supervisors (PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 COUNTY OF TUOLUMM By: Datcd: Name: "Title: Attest: Clerk of the Board of Supervisors [PLEASE SEND TO: Goldcn State Finance Authority 1215 K Street, Suitc 1650 Sacramento, CA 9.58141 COUNTY OF YOLO By: Name: Title: Attest: Cleric of die Board of Supervisors [PLEASE SEND TO: Golden State finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 WCO) wlW:�:� By:_ Name: "Title: Attest: Clerk of die Board of Supervisors ]PLEASE SEND TO: Golden State Finance Authority 1215 K Street, Suite 1650 Sacramento, CA 958141 ATTACHMENT 1 GOLDEN STATE FINANCE AUTHORITY MEMBERS As of TanuM 16, 2019 Alpine County Amador County Butte County Calaveras County Colusa County Del Norte County El Dorado County Glenn County Humboldt County Imperial County Inyo County I.ake 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 San Luis Obispo Shasta County Sierra County Siskiyou County Sutter County Tehama County Trinity County Tulare County Tuolumne County Yolo County Yuba County