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HomeMy WebLinkAbout05.N- Water 5.N RESOLUTION (ID # 4552) DOC ID: 4552 B CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Agreement From: Stacey R. Aldstadt M/CC Meeting Date: 08/01/2016 Prepared by: Amy Casas, Dept: Water Ward(s): N/A Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Approving, Authorizing, and Directing Execution of a Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority. (#4552) Current Business Registration Certificate: Not Applicable Financial Impact: There is an initial fee of$2,500 which will be paid by the Water Department. Motion: Adopt the Resolution. City Attorney Review: Supporting Documents: Reso - CMFA Water (DOC) Joint Exercise of Powers Agreement Relating to CMFA (PDF) CMFA Why Choose CMFA (PDF) CMFA How it Works (PDF) Updated: 7/26/2016 by Georgeann "Gigi" Hanna B Packet Pg_464 .� 6 � ce—P CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION Staff Report Subject: Resolution of the Mayor and Common Council of the City of San Bernardino, California Approving, Authorizing, and Directing Execution of a Joint Exercise of Powers Agreement relating to the California Municipal Finance Authority. Background: The Water Department is currently assessing the Department's option for issuing revenue bonds to refund current outstanding debt as well as fund critical capital projects, and the City is expected to undertake a similar process in the near future. Part of this analysis includes assessing the cost and process of issuing debts through various financing authorities. Based on this analysis,it has been determined that the California Municipal Finance Authority (CMFA) is the most efficient and cost-effective financing authority available at this time. In order to accomplish this, the City of San Bernardino must become a member of CMFA. Membership in CMFA requires the adoption of the attached resolution by the Mayor and Common Council of the City of San Bernardino (City), as well an application. Membership in CMFA will allow both the City and the Water Department to utilize the authority for various financing opportunities. CMFA was created on January 1, 2004 pursuant to the California Government Code Joint Exercise of Powers Act, to promote economic, cultural and community development, through the financing of economic development and charitable activities throughout California. With the goal of giving back to California communities, the CMFA assists local governments, non-profits and businesses with the issuance of taxable and tax-exempt financing aimed at improving the quality of life in California. The CMFA strives to maintain a fee structure that is lower than other conduit issuers. Annual fees are based on the outstanding balance of the bonds at the anniversary of the bond issuance, not the original balance. This results in considerable savings over the term of the financing. Also, a unique aspect of CMFA is the sharing of the issuance fees with the host community for each project. Over $10 million has been given back to municipalities and worthy California 5016 non-profits from these fee-sharing arrangements. Joint powers authorities have served as issuers in conduit bond issues for many years. In each case, the local agency in which the project is located is required to be a member the joint powers authority. The debts, liabilities and obligations of the CMFA are not debts, liabilities or obligations of the member agencies. The Department has used the San Bernardino Public Safety Authority in the past, and the City is currently a member of the California Statewide Communities Development Authority (CSCDA), a similar financing joint powers authority. In addition to the benefits to the Water Department and the City, membership in CMFA offers benefits to other organizations in the community. Once the City becomes a member, other for-profit and nonprofit corporations within the City of San Bernardino may utilize the CMFA's services as well. �//Entered Into Rec. at MCC Mtg. �O by. Agenda t No, by ), City Clerk City of San Bernardino Financial Impact: There is an initial fee of$2,500 which will be paid by the Water Department. Motion: Adopt Resolution. Attachments: • Resolution—California Municipal Finance Authority • Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority • How CMFA Financing Works • Why Join CMFA I i 5.N.a 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A 3 JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA 4 MUNICIPAL FINANCE AUTHORITY 5 WHEREAS, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of 6 the State of California(the "Act"), certain public agencies (the "Members") have entered into a Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, 7 dated as of January 1,2004(the"Agreement"), in order to form the California Municipal Finance Authority (the "Authority"), for the purpose of promoting economic, cultural and community 8 development and in order to exercise any powers common to the Members, including the 9 issuance of bonds, notes or other evidences of indebtedness; and a 10 WHEREAS,the City of San Bernardino, California(the "City")has determined that it is in the public interest and for the public benefit that the City become a Member of the Authority U 11 in order to facilitate the promotion of economic, cultural and community development activities o 12 in the City, including the financing and refinancing of certain improvements to the City's Municipal Water Department and other projects therefor by the Authority; and 13 WHEREAS,there is now before this Common Council the form of the Agreement; and � 14 u7 v 15 WHEREAS, the Agreement has been filed with the City, and the members of this Common Council,with the assistance of its staff, have reviewed said document; 16 a 17 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON U- COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: v 18 SECTION 1. The Agreement is hereby approved and the Mayor, the City Manager, the 19 General Manager of the City's Municipal Water Department or any designee thereof is hereby 20 authorized and directed to execute said document, and the City Clerk or such Clerk's designee is hereby authorized and directed to attest thereto. 21 w SECTION 2. The executing officers(s), the Clerk and all other proper officers and a 22 officials.of the City are hereby authorized and directed to execute such other agreements, 23 documents and certificates, and to perform such other acts and deeds, as may be necessary or convenient to effect the purposes of this Resolution and the transactions herein authorized. 24 2 5 HI 26 HI 27 28 1 Packet Pg. 465 5a .N. 1 SECTION 3. The Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the Authority in care of its counsel: 2 3 Ronald E. Lee, Esq. Jones Hall, APLC 4 475 Sansome Street, Suite 1700 5 San Francisco, CA 94111 6 SECTION 4. The delegation of authority from this Common Council to the Board of Water Commissioners of the City's Municipal Water Department to govern, operate, maintain 7 and improve the City's Municipal Water Department, including the financing and refinancing of 8 any and all capital projects of the City's Municipal Water Department, and to take any and all actions deemed necessary or desirable in furtherance thereof, pursuant to the City Charter and a 9 prior and current actions of this Common Council, are hereby ratified, approved and confirmed in all respects. LL 10 2 U 11 SECTION 5. This Resolution shall take effect immediately upon its passage. 0 r 12 /// 0 U) CD 13 N LO 14 /// Ln 7T- 15 /// `- m c� 16 L 17 /// M U 18 /// y Q 19 c 20 /// E t U 21 22 23 24 25 26 /// 27 /// 28 2 Packet Pg.466 5.N:a 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA APPROVING, AUTHORIZING, AND DIRECTING 2 EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO 3 THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a meeting thereof, held on the 6 day of , 2016, by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 a 9 MARQUEZ a 10 BARRIOS 11 VALDIVIA 12 0 0 SHORETT 13 14 NICKEL LO v 15 RICHARD d 16 MULVIHILL Q U- 17 U 18 Georgeann Hanna, City Clerk 19 The foregoing Resolution is hereby approved this day of 12016. 20 = U f� 21 Q 22 R. Carey Davis, Mayor City of San Bernardino 23 Approved as to form: Gary D. Saenz, City Attorney 24 25 By: 26 27 28 3 Packet Pg:467 JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY THIS AGREEMENT, dated as of January 1, 2004, among the parties executing this Agreement (all such parties, except those which have withdrawn as provided herein, are referred a to as the "Members" and those parties initially executing this Agreement are referred to as the "Initial Members"): Q U WITNESSETH 0 WHEREAS, pursuant to Title 1, Division 7, Chapter 5 of the California Government o Code (in effect as of the date hereof and as the same may from time to time be amended or supplemented, the "Joint Exercise of Powers Act"), two or more public agencies may by agreement jointly exercise any power common to the contracting parties; and v WHEREAS, each of the Members is a"public agency" as that term is defined in Section a 6500 of the Joint Exercise of Powers Act; and U 0 WHEREAS, each of the Members is empowered by law to promote economic, cultural and community development, including, without limitation, the promotion of opportunities for �o the creation or retention of employment, the stimulation of economic activity, the increase of the tax base, and the promotion of opportunities for education, cultural improvement and public health, safety and general welfare; and d WHEREAS, each of the Members may accomplish the purposes and objectives described a in the preceding preamble by various means, including through making grants, loans or 0 providing other financial assistance to governmental and nonprofit organizations; and 3 0 a. WHEREAS, each Member is also empowered by law to acquire and dispose of real o property for a public purpose; and y L WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint w exercise of powers entity with the authority to exercise any powers common to the Members, as specified in this Agreement and to exercise the additional powers granted to it in the Joint 0 Exercise of Powers Act and any other applicable provisions of the laws of the State of California; and o E WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is Y empowered to issue or execute bonds, notes, commercial paper or any other evidences of a indebtedness, including leases or installment sale agreements or certificates of participation therein (herein "Bonds"), and to otherwise undertake financing programs under the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California to accomplish its public purposes; and Packet '.468`` 5.N.b WHEREAS, the Members have determined to specifically authorize a public entity authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California; and WHEREAS, it is the desire of the Members to use a public entity established pursuant to the Joint Exercise of Powers Act to undertake the financing and/or refinancing of projects of any nature, including, but not limited to, capital or working capital projects, insurance, liability or Q a. retirement programs or facilitating Members use of existing or new financial instruments and mechanisms; and U WHEREAS, it is further the intention of the Members that the projects undertaken will result in significant public benefits to the inhabitants of the jurisdictions of the Members; and o w O WHEREAS, by this Agreement, each Member desires to create and establish the Cn "California Municipal Finance Authority" for the purposes set forth herein and to exercise the powers provided herein; LO 7 NOW, THEREFORE, the Members, for and in consideration of the mutual promises and < agreements herein contained, do agree as follows: 0 Section 1. Purpose. c w This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act. The purpose of this Agreement is to establish a public entity for the joint exercise of powers common to the Members and for the exercise of additional powers given to a joint powers entity under the Joint Powers Act or any other applicable law, including, but not limited to, the issuance of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other applicable law. Such purpose will be accomplished and said power exercised in the y manner hereinafter set forth. 3 O CL Section 2. Term. o This Agreement shall become effective in accordance with Section 17 as of the date L hereof and shall continue in full force and effect until such time as it is terminated in writing by x all the Members; provided, however, that this Agreement shall not terminate or be terminated w until all Bonds issued or caused to be issued by the Authority(defined below) shall no longer be o outstanding under the terms of the indenture, trust agreement or other instrument pursuant to n' which such Bonds are issued, or unless a successor to the Authority assumes all of the E Authority's debts, liabilities and obligastions. _ U Ri w Section 3. Authority. Q A. CREATION AND POWERS OF AUTHORITY. Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity to be known as the "California Municipal Finance Authority" (the "Authority"), and said Authority shall be a public entity separate and apart from the Members. Its Packet Pg.469` i debts, liabilities and obligations do not constitute debts, liabilities or obligations of any Members. B. BOARD. The Authority shall be administered by the Board of Directors (the "Board," or the "Directors" and each a "Director") of the California Foundation for Stronger a Communities, a nonprofit public benefit corporation organized under the laws of the State of California (the "Foundation"), with each such Director serving in his or her LL individual capacity as a Director of the Board. The Board shall be the administering agency of this Agreement and, as such, shall be vested with the powers set forth herein, and shall administer this Agreement in accordance with the purposes and functions o provided herein. The number of Directors, the appointment of Directors, alternates and = successors, their respective terms of office, and all other provisions relating to the qualification and office of the Directors shall be as provided in the Articles and Bylaws W of the Foundation, or by resolution of the Board adopted in accordance with the Bylaws LO of the Foundation. Ln Q All references in this Agreement to any Director shall be deemed to refer to and U_ include the applicable alternate Director, if any, when so acting in place of a regularly U appointed Director. ° a� c Directors may receive reasonable compensation for serving as such, and shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a Director, if the Board shall determine that such expenses shall be reimbursed and d there are unencumbered funds available for such purpose. E L The Foundation may be removed as administering agent hereunder and replaced N at any time by amendment of this Agreement approved as provided in Section 16; 4) provided that a successor administering agent of this Agreement has been appointed and a accepted its duties and responsibilities under this Agreement. - d C. OFFICERS; DUTIES; OFFICIAL BONDS. L a� X The officers of the Authority shall be the Chair, Vice-Chair, Secretary and w Treasurer (defined below). The Board, in its capacity as administering agent of this o Agreement, shall elect a Chair, a Vice-Chair, and a Secretary of the Authority from among Directors to serve until such officer is re-elected or a successor to such office is elected by the Board. The Board shall appoint one or more of its officers or employees to E serve as treasurer, auditor, and controller of the Authority (the "Treasurer") pursuant to a Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re-elected Q or a successor to such office is elected by the Board. Subject to the applicable provisions of any resolution, indenture, trust agreement or other instrument or proceeding authorizing or securing Bonds (each such resolution, indenture, trust agreement, instrument and proceeding being herein referred to as an "Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be Packet Pg.470 5.N.b specified by resolution of the Board, the Treasurer is designated as the depositary of the Authority to have custody of all money of the Authority, from whatever source derived and shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and 6509.5 of the Joint Exercise of Powers Act. The Treasurer of the Authority is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer a shall file an official bond with the Secretary of the Authority in the amount specified by resolution of the Board but in no event less than$1,000. LL The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. o r The Board shall have the power, by resolution, to the extent permitted by the Joint N Exercise of Power Act or any other applicable law, to delegate any of its functions to one W or more of the Directors or officers, employees or agents of the Authority and to cause LO LO any of said Directors, officers, employees or agents to take any actions and execute any documents or instruments for and in the name and on behalf of the Board or the Q Authority. U D. MEETINGS OF THE BOARD. (1) Ralph M. Brown Act. M a� r All meetings of the Board, including, without limitation, regular, adjourned regular, special, and adjourned special meetings shall be called, 0 noticed, held and conducted in accordance with the provisions of the Q, Ralph M. Brown Act (commencing with Section 54950 of the ¢ Government Code of the State of California), or any successor legislation 3 hereinafter enacted(the"Brown Act"). o a. 4- (2) Regular Meetings. a°, L The Board shall provide for its regular meetings; provided, x however, it shall hold at least one regular meeting each year. The date, w hour and place of the holding of the regular meetings shall be fixed by o resolution of the Board. To the extent permitted by the Brown Act, such meetings may be held by telephone conference. E (3) Special Meetings. w Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. To the extent permitted by the Brown Act, such meetings may be held by telephone conference. Packet Pg.471 (4) Minutes. The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular, special, and adjourned special meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director. (5) Quorum. Q A majority of the Board shall constitute a quorum for the U transaction of business. No action may be taken by the Board except upon the affirmative vote of a majority of the Directors constituting a quorum, o except that less than a quorum may adjourn a meeting to another time and o place. E. RULES AND REGULATIONS. LO In 5r The Authority may adopt, from time to time,by resolution of the Board such rules Q and regulations for the conduct of its meetings and affairs as may be required. 2 U Section 4. Powers. ° rn S The Authority shall have the power, in its own name, to exercise the common powers of the Members and to exercise all additional powers given to a joint powers entity under any of the W laws of the State of California, including, but not limited to, the Joint Exercise of Powers Act, for any purpose authorized under this Agreement. Such powers shall include the common powers d specified in this Agreement and may be exercised in the manner and according to the method provided in this Agreement. The Authority is hereby authorized to do all acts necessary for the Q exercise of such power, including, but not limited to, any of all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, provide for o maintenance and operation of, or maintain and operate, any buildings, works or improvements; o to acquire, hold or dispose of property wherever located; to incur debts, liabilities or obligations; to receive gifts, contributions and donations of property, funds, services, and other forms of assistance from person, firms, corporations and any governmental entity; to sue and be sued in its x own name; to make grants, loans or provide other financial assistance to governmental and w nonprofit organizations (e.g., the Members or the Foundation)to accomplish any of its purposes; o and generally to do any and all things necessary or convenient to accomplish its purposes. Y Without limiting the generality of the foregoing, the Authority may issue or cause to be E issued Bonds, and pledge any property or revenues as security to the extent permitted under the y Joint Exercise of Powers Act, or any other applicable provision of law; provided, however, the Authority shall not issue Bonds with respect to any project located in the jurisdiction of one or more Members unless the governing body of any such Member, or its duly authorized representative, shall approve, conditionally or unconditionally, the project, including the issuance of Bonds therefor. Such approval may be evidenced by resolution, certificate, order, report or such other means of written approval of such project as may be selected by the Member (or its authorized representative) whose approval is required. No such approval shall be required in Packet Pg.472 connection with Bonds that refund Bonds previously issued by the Authority and approved by the governing board of a Member. The manner in which the Authority shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the manner in which a California general law city could exercise such powers and perform such duties. The manner in which the Authority shall exercise its powers and perform its duties shall not be subject to any restrictions applicable to the manner Q in which any other public agency could exercise such powers or perform such duties, whether a such agency is a party to this Agreement or not. U Section 5. Fiscal Year. C 0 For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal year as established from time to time by resolution of the Board,being, at the date of this Agreement, the U) period from July 1 to and including the following June 30, except for the first Fiscal Year which W shall be the period from the date of this Agreement to June 30,2004. LO Ln Section 6. Disposition of Assets. a U- At the end of the term hereof or upon the earlier termination of this Agreement as set 0 forth in Section 2, after payment of all expenses and liabilities of the Authority, all property of ° the Authority both real and personal shall automatically vest in the Members in the manner and = amount determined by the Board in its sole discretion and shall thereafter remain the sole v property of the Members; provided, however, that any surplus money on hand shall be returned W in proportion to the contributions made by the Members. E a) Section 7. Bonds. a� Q From time to time the Authority shall issue Bonds, in one or more series, for the purpose of exercising its powers and raising the funds necessary to carry out its purposes under this o Agreement. a. 4- 0 m The services of bond counsel, financing consultants and other consultants and advisors working on the projects and/or their financing shall be used by the Authority. The expenses of x the Board shall be paid from the proceeds of the Bonds or any other unencumbered funds of the w Authority available for such purpose. C 0 Section 8. Bonds Only Limited and Special Obligations of Authoritv. E The Bonds, together with the interest and premium, if any, thereon, shall not be deemed to constitute a debt of any Member or pledge of the faith and credit of the Members or the Q Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall under no circumstances be obligated to pay the Bonds except from revenues and other funds pledged therefor. Neither the Members nor the Authority shall be obligated to pay the principal of, 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 nor the faith and credit of the Authority shall be pledged to the payment of the Packet Pg.473 • 5.N.b principal of, premium, if any, or interest on the Bonds nor shall the Members or the Authority in any manner be obligated to make any appropriation for such payment. No covenant or agreement contained in any Bond or related document shall be deemed to be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in his or her individual capacity and neither the Board of the Authority nor any Director or officer thereof executing the Bonds shall be liable personally on any Bond or be subject to any personal Q liability or accountability by reason of the issuance of any Bonds. a. a LL Section 9. Accounts and Reports. All funds of the Authority shall be strictly accounted for. The Authority shall establish o and maintain such funds and accounts as may be required by good accounting practice and by any provision of any Indenture (to the extent such duties are not assigned to a trustee of Bonds). The books and records of the Authority shall be open to inspection at all reasonable times by each Member. N LO LO The Treasurer of the Authority shall cause an independent audit to be made of the books Q of accounts and financial records of the Authority by a certified public accountant or public accountant in compliance with the provisions of Section 6505 of the Joint Exercise of Powers L) Act. In each case 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 C California and shall conform to generally accepted auditing standards. When such an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member and also with the county auditor of each county in which a Member is located; provided, however, that to the extent permitted by law, the Authority may, instead of filing such report with each Member and such county auditor, , elect to post such report as a public record electronically on a website designated by the Q I Authority. Such report if made shall be filed within 12 months of the end of the Fiscal Year or 3 Years under examination. ° a. 4- The Treasurer is hereby directed to report in writing on the first day of July, October, y January, and April of each year to the Board and the Members which report shall describe the amount of money held by the Treasurer for the Authority, the amount of receipts since the last x such report, and the amount paid out since the last such report(which may exclude amounts held "' by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or o other fiduciary provided regular reports covering such amounts.) c Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section, shall be borne by a the Authority and shall be a charge against any unencumbered funds of the Authority available Q for that purpose. In any Fiscal Year the Board may, by resolution adopted by unanimous vote, replace the annual special audit with an audit covering a two-year period. Packet Pg.474 • 5.N.b Section 10. Funds. Subject to the applicable provisions of any Indenture, which may provide for a trustee or other fiduciary to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds pursuant to the accounting procedures developed under Sections 3.0 and 9, and shall make the disbursements required by this Agreement or otherwise necessary to carry out any of the provisions of purposes Q of this Agreement. °� a Section 11. Notices. Notices and other communications hereunder to the Members shall be sufficient if c delivered to the clerk of the governing body of each Member; provided, however, that to the extent permitted by law, the Authority may, provide notices and other communications and postings electronically(including,without limitation,through email or by posting to a website). W N LO Section 12. Additional Members/Withdrawal of Members. Ln Qualifying public agencies may be added as parties to this Agreement and become U- Members upon: (1) the filing by such public agency with the Authority of an executed 0 counterpart of this Agreement, together with a copy of the resolution of the governing body of ° such public agency approving this Agreement and the execution and delivery hereof; and (2) adoption of a resolution of the Board approving the addition of such public agency as a Member. 2 Upon satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement as an amendment hereto, effective upon such filing. E a� A 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 so Q long as any Bonds remain outstanding. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Board which shall acknowledge receipt of such notice of o withdrawal in writing and shall file such notice as an amendment to this Agreement effective °• upon such filing. a°, U Section 13. Indemnification. x w To the full extent permitted by law, the Board may authorize indemnification by the S Authority of any person who is or was a Director or an officer, employee of other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by C reason of the fact that such person is or was such a Director or an officer, employee or other E agent of the Authority, against expenses, including attorneys fees,judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such Q person acted in good faith in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person 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. Packet Pg.475 5.N.b Section 14. Contributions and Advances. Contributions or advances of public funds and of the use of personnel, equipment or property may be made to the Authority by the Members for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution or advance. Any such advance may be made subject to repayment, and in such case shall be repaid, in the manner agreed upon by the Authority and the Member making such advance at the time of a such advance. It is mutually understood and agreed to that no Member has any obligation to 0- make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though any Member may do so. The Members understand and agree that a portion of the funds of the Authority that otherwise may be allocated or distributed to the Members may instead be used to make grants, loans or provide other financial o assistance to governmental units and nonprofit organizations (e.g., the Foundation) to = accomplish any of the governmental unit's or nonprofit organization's purposes. Section 15. Immunities. N LO LO All of the privileges and immunities from liabilities, exemptions from laws, ordinances Q and rules, and other benefits which apply to the activity of officers, agents or employees of e_ Members when performing their respective functions within the territorial limits of their U respective public agencies, shall apply to the same degree and extent to the Directors, officers, ° employees, agents or other representatives of the Authority while engaged in the performance of c any of their functions or duties under the provisions of this Agreement. m Section 16. Amendments. E Except as provided in Section 12 above, this Agreement shall not be amended, modified, or altered, unless the negative consent of each of the Members is obtained. To obtain the Q negative consent of each of the Members, the following negative consent procedure shall be followed: (a)the Authority shall provide each Member with a notice at least sixty (60) days o prior to the date such proposed amendment is to become effective explaining the nature of such a. 4- proposed amendment and this negative consent procedure; (b)the Authority shall provide each 0 Member who did not respond a reminder notice with a notice at least thirty (30) days prior to the date such proposed amendment is to become effective; and (c) if no Member objects to the proposed amendment in writing within sixty (60) days after the initial notice, the proposed w amendment shall become effective with respect to all Members. 0 Section 17. Effectiveness. E This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of each of the Members on the date that the Board shall have received a from two of the Initial Members an executed counterpart of this Agreement, together with a I certified copy of a resolution of the governing body of each such Initial Member approving this Agreement and the execution and delivery hereof. Packet Pg.476 Section 18. Partial Invalidity. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. a a Section 19. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herein, no Member may assign any o right or obligation hereunder without the consent of the other Members. 0 N Section 20. Miscellaneous. N This Agreement may be executed in several counterparts, each of which shall be an LO original and all of which shall constitute but one and the same instrument. a The section headings herein are for convenience only and are not to be construed as U modifying or governing the language in the section referred to. 0, S Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. w C This Agreement shall be governed under the laws of the State of California. E L This Agreement is the complete and exclusive statement of the agreement among the a Members, which supercedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between and among the Members o relating to the subject matter of this Agreement. a. o a� L X W W I 0 it C 4) E s w a Packet Pg.477 IN WITNESS WHEREOF, the has caused this Agreement to be executed and attested by its duly authorized representatives as of the_day of , 20 Member: [NAME OF MEMBER] a. a By U Name: , Title: o w ATTEST: o: N Ln �7 Clerk — Q U- U O C d C N E N N L Q N L 3 O a. 4- O N A L X • W .F/ O .F+ E s U t0 r a Packet Pg. 478 a.r�rr■rrr�r Why Choose CMFA? - California Municipal Finance Authority Pagel of 2 C"M,,'FA California Municipal Finance-Authority Existing clients submit forms online • Application a • Online Application • How CMFA Financing Works a U- Eligible Projects v • About Us • Why Choose CMFA? • Meet Our Board ' 0 • Private Activity Bond 0 CD • PACE • Projects LO • Charities v • Resources a • News 2 • Meetings U 0) • Financials o • Contact °_ U Why Choose CMFA? Cost Effective, Responsive, Flexible and Community FocusedApply Online v _ as Responsive, Flexible Service a We are here to serve. Borrowers are providing the public benefit to the community and we are focused on being responsive and flexible to help facilitate worthy public benefit projects. Cost Effective The CMFA strives to maintain a fee structure that is lower than other conduit issuers. In addition to lower borrowing costs with the CMFA,you get the best service and a partnership with the local community. Annual fees are based on the outstanding balance of the bonds at the anniversary of bond issuance, not the original balance. This results in considerable savings over time when issuing amortizing debt. Packet Pg.479 http://www.cmfa-ca.com/about/why-choose-cmfa/ 6/13/2016 .rr.arrr4 Why Choose CMFA?-California Municipal Finance Authority Page 2 of 2 While you will pay less using the CMFA,the communities where the projects are located benefit Lei because of our fee sharing discussed below. Community Focused One of the unique aspects of CMFA is the sharing of issuance fees with the host community for each project. This fee sharing arrangement has been very well received by both municipalities and borrowers. Over$10 million has been given back to municipalities and worthy California 501 c3 non-profits thanks to the CMFA fee sharing. • Why Choose CMFA? • Meet Our Board a • Charitable Giving Learn more • Financing Programs Learn more Q U • Past Projects Learn more© o 0 N td7 LO d' t .� Q 2111 Palomar Airport Rd, Suite 320 Carlsbad, CA 92011 0 (760) 930-1221 phone (760) 683-3390 fax Copyright©California Municipal Finance Authority Q� Web design by AshWebStudio U Y d E 0 U Q Packet Pg.480 http://www.cmfa-ca.com/about/why-choose-cmfa/ 6/13/2016 How CMFA Financing Works - California Municipal Finance Authority Page 2 of 2 5.N.d Yt,{{ 46d„ p F k 1 Q a ti Tax-exempt bond financing is a proven low-cost method of funding capital projects. The CMFA U provides access to this market for qualified borrowers by acting as the conduit issuer. Eligible costs o for a CMFA financing may include the purchase of land,project design costs, construction, 2 rehabilitation, improvement, equipment purchase and installation and legal fees. Up to 2% of the proceeds of a CMFA bond offering may be used to pay the cost of issuing bonds, N such as for underwriter's and legal fees. In addition,the CMFA can issue taxable bonds to cover any LO additional costs of issuance or for additional undertakings that are not tax-exempt. N Y L • Online Application 0 • How CMFA Financing Works • Eligible Projects o i • Charitable Giving Learn more© Q U_ • Financing Programs Learn more • Past Projects Learn more c d E U fal3lasn�I�uk►�l�ul finance Atittprfty Q 2111 Palomar Airport Rd, Suite 320 Carlsbad, CA 92011 t. (760) 930-1221 phone la (760) 683-3390 fax Copyright© California Municipal Finance Authority Web design by AshWebStudio Packet Pg.481 http://www.cmfa-ca.com/application/how-cmfa-financing-works/ 6/13/2016 I