The Marin Valley Cooperative meets in the ballroom on the third Tuesday of the month at 5 pm.
To Join Zoom Meeting: https://us02web.zoom.us/j/85843369756?pwd=1gxAzao3a9n6bbvhVa8YZX14pjb FSg.1
Meeting ID: 858 4336 9756
Passcode: 939054
NOTE: The Board President has the authority to rule any speaker out of order if the speaker is not presenting testimony or evidence relevant to the matter or if the speaker becomes disruptive to the conduct of the meeting.
The President may limit the duration of public comments in the event there is a large number of sp
Agendas will be published when they are available.
___________________________________________________________________________________________________________________________________
FROM THE MARCH 18 MEETING:
AGENDA AND NOTICE
MARIN VALLEY COOPERATIVE
100 MARIN VALLEY DRIVE, NOVATO, CA
and via Zoom teleconferencing
Regular Meeting: Tuesday, March 18, 2025, 5:00 P.M.
A . ROLLCALL
B . Approval of FINAL AGENDA (Please submit items at least one week prior to the meeting.)
C. PUBLIC COMMENT for issues not on the agenda.
There is a 3-minute limit per speaker for all comments throughout the meeting. During any public
comment, Board members cannot answer questions or respond. Issue raised may be agendized for a
subsequent meeting at the direction of the Board.
D. CONSENT CALENDAR
1. Approve minutes from February 18, 2025, MVC Regular Meeting.
E. REPORTS
At the Board President’s discretion, the Board will receive public comment, with a 3-minute limit
for each speaker, after each report. Board members cannot answer questions or respond to any
public comment. At the close of public comment, each matter will return to the Board for
discussion and possible direction.
1. Receive report from MVC Communications Committee
2. Receive Report from MVC Treasurer including reimbursement of MVC Joining Fee to
the estate of a deceased member.
3. Receive Report from MVC Finance Committee
4. Receive Report from MVC Policies Committee
F. OLD BUSINESS
1. None
G. NEW BUSINESS
1. Discussion and possible action regarding the MVC EMPOWERMENT
RESOLUTION (See attachment 1.)
2. Discussion and possible action regarding the CCCD TECHNICAL ASSISTANCE
AGREEMENT (See attachment 2.)
NOTE: The Board President has the authority to rule any speaker out of order if the speaker is not presenting testimony or
evidence relevant to the matter or if the speaker becomes disruptive to the conduct of the meeting. The President may limit the
duration of public comments in the event there is a large number of speakers.
H. DETERMINATION OF NEXT REGULAR MVC BOARD MEETING
Tuesday, April 15, 2025, 5:00 P.M.
Special meeting/s may be called in the interim.
I. ADJOURNMENT
To Join Zoom Meeting:
https://us02web.zoom.us/j/85843369756?pwd=1gxAzao3a9n6bbvhVa8YZX14pjbFSg.1
Meeting ID: 858 4336 9756, Passcode: 939054
ATTACHMENT 1.
© 2021 ROC USA, LLC
MVC EMPOWERMENT RESOLUTION
RESOLVED: A majority of the members of the Marin Valley Cooperative voted
affirmatively to authorize the duly elected Board of Directors to:
a. Enter into a conditional Purchase and Sales Agreement, with Purchase
subject to final membership approval;
b. Execute a Technical Assistance Contract with ROC USA Network and
pay the $50 down payment;
c. Request and accept a forgivable pre-development loan from ROC USA
Capital for an amount up to $ ____________ and at an interest rate of 6%
to be repaid at the transfer of the park property to the Resident Member
Corporation or sooner and as determined by the terms of the Agreement
and loan approval;
d. Request, negotiate and accept permanent financing from lenders, on such
terms and conditions as they deem necessary and desirable to complete the
purchase of the MH Community, within the limits of the rent and/or
carrying charges cap established by the membership;
e. Sign, with a minimum of two signatures, all agreements, notes and
contracts associated with the purchase and financing entered into by the
Resident Member Corporation, and to designate the three signatories
within the Board for that purpose;
f. Adopt such resolutions as may be requested by the lender; and
g. Expend funds for appraisal, legal, environmental site assessment, and
other pre-development expenses related to analyzing the infrastructure and
securing financing toward acquiring the Marin Valley Mobile Country
Club by MVC (the residents’ corporation).
Approved by a majority vote of the members present at a legally noticed meeting at
which a quorum of members were present on this _____ day of 20 .
Vote count: FOR: ____________
AGAINST: _______
ABSTAIN: _______
Attested,
Name: __________________________________, MVC Secretary
Carol-Joy Harris, MVC Secretary
ATTACHMENT 2.
CCCD
ROC USA® Certified Technical Assistance Provider Technical Assistance Agreement
This is a contract between the California Center for Cooperative Development a ROC USA® Certified
Technical Assistance Provider (hereafter “CCCD”), of 979 F Street, Suite A, Davis, in the State of
California and Marin Valley Cooperative, Inc. (hereafter “Corp”), of 100 Marin Valley Drive, Novato,
CA, 94949, in the State of California, entered into this DATE. The contract will remain in effect for ten
(10) years from this date or, for the life of the loan (defined below), whichever is the greater.
Corp is considering an opportunity to purchase the community where its members live and
recognizes that technical assistance and training are essential to its success.
CCCD provides technical assistance to homeowners through a contract with Residential
Ownership Network, LLC d/b/a ROC USA® NETWORK (hereafter “Network”). Network is a
subsidiary of ROC USA® LLC (hereafter “ROC USA®”), which is a social enterprise organized
exclusively for charitable, and tax exempt purposes as set forth in Section 501(c)(3) of the
Internal Revenue Code.
CCCD and ROC USA® share a purpose to aid people living in manufactured home
communities (“MHCs”) so that as a group they can purchase their communities and operate
them as resident-owned corporations thereby: (i) preserving long-term existence and
affordability of the MHC; (ii) creating a stable environment for reasonably-priced singlefamily
home loans; (iii) lessening the burdens of state and local governments arising out of
the loss of this sector of affordable housing; (iv) combating deterioration of MHCs; and (v)
eliminating the economic discrimination and stigma suffered by owners of manufactured
and “mobile” homes within MHCs.
In order to achieve this purpose, ROC USA® has developed, and the CCCD has adopted, the
ROC USA® Resident Ownership Models (the “Models”) and Principles (“Principles”), which
are attached.
Pursuant to CCCD’s contract with Network, if Corp decides against organizing in accordance
with the Models, this Agreement will automatically terminate and, as of the date of
termination, the Agreement will be of no further force or effect between CCCD and Corp,
and Corp will not be eligible to apply for a loan through Resident Ownership Capital d/b/a
ROC USA® Capital (“ROC USA® Capital”). In deciding whether to organize in accordance with
the Model, the Corp should seek legal counsel.
I. For the consideration agreed to in this contract, CCCD agrees to provide the
following services:
A. TECHNICAL ASSISTANCE (“TA”) & TRAINING
1. Pre-purchase TA & Training:
2 | Page
1909\01\2821951.2
a) guidance through the resident ownership purchase process, including
community education and training, financial analysis, and purchase
process check-list;
b) preparation for seller/owner negotiations;
c) assistance with identifying and securing independent counsel,
including referrals to third-party attorneys who have
demonstrated interest and experience in pertinent areas of the
law, as well as assistance with vetting, interviewing and engaging
the chosen attorney;
d) access to template legal documents, including Articles of
Incorporation, By-laws, Community Rules, Membership Agreement,
Occupancy Agreement, and Membership Certificate, all of which will
be reviewed by the Corp’s own attorney;
e) assistance with preparing the Community Management Plan,
including an operating budget for the MHC and the development of
policies and procedures;
f) assistance with preparing the financing proposal and referring the
Corp to a variety of appropriate lenders, as time and circumstances
permit, including ROC USA® Capital. To the extent the Corp has
multiple lenders as options to finance the purchase of the
community, Corp shall simultaneously solicit financing proposals
(Term Sheets) from all lenders at the same time and formally
consider such proposals side-by-side to determine which is most
favorable to the Corp;
g) assistance with identifying and engaging a qualified engineer and/or
other professional inspection contractors who can evaluate the
condition of the property and deliver a reliable third-party property
conditions report, including assistance with referring, vetting,
interviewing, and engaging such professionals;
h) assistance with the distribution and analysis of resident surveys for
capital improvements planning, budgeting, and quantifying the
number of low- and moderate-income homeowners that will be
served through the Corp’s purchase; and,
i) providing organization development assistance for the democratic
Corp, including membership training, Board of Directors and
Committee training, parliamentary procedure and meeting
management, decision-making, record-keeping, and ethics.
2. Post-purchase TA & Training:
a) assistance with implementing the Community Management Plan,
the operating budget, Capital Improvement Plan, and policies and
procedures;
b) assistance with governance of the Corp, business operation of the
MHC, and community building, including training and education
3 | Page
1909\01\2821951.2
programs for membership and leadership;
c) assistance with complying with loan and, if applicable, grant
covenants and terms; and
d) access to Network activities within the market area of CCCD for
building linkages among community leaders and members from
Corp and other similar Resident Owned Communities (hereinafter
“ROCs”).
Note: This Agreement does not include physical improvements project management
and/or assistance with bidding or contracting with contractors, project design,
and/or oversight or assistance with grant proposals or administration of any capital
improvements project. Any such additional services may be provided but will be
contracted for by a separate agreement to which additional fees may apply.
B. ACCESS TO LOANS
CCCD, through its own in-house lending programs, through ROC USA® Capital, or
through other applicable programs, will assist Corp to make loan requests for
refundable deposits needed with purchase contracts, and for forgivable predevelopment
financing needed for the Corp’s due diligence (evaluation of the
property and all infrastructure) and legal counsel.
Requests for financing for the purchase of the community will be submitted to ROC
USA® Capital and any other lender(s) that Corp may want to consider. It is advised
that Corp look for the widest array of lenders as it is in everyone’s interest for Corp
to secure the best possible financing solution.
Note: ROC USA® Capital is a certified Community Development Financial Institution and
a subsidiary ROC USA, LLC, a nonprofit social enterprise, and therefore is an affiliated
company to the ROC USA® Network, with whom, as noted above, CCCD has a business
relationship. Although receipt of TA from CCCD is required by ROC USA® Capital, loan
approval is not specifically guaranteed because of this contract. ROC USA® Capital is a
separate legal entity; loan approval requires approval by its own Loan Committee and
is determined both by the funds available, lending priorities, and by underwriting
guidelines. Although CCCD has been trained in these underwriting guidelines and how
to best assist you in presenting your best case for financing, this is not a guarantee of a
loan.
II. For the services provided above, Corp agrees to:
A. FEE PAYMENT
1. Initial technical assistance and training will be provided under the State of California
MORE Technical Assistance contract of which CCCD and ROC USA are sub-contractors.
4 | Page
1909\01\2821951.2
2. At closing, Corp will pay a Pre-Purchase Servicing Fee of up to 2% of the purchase price
for the community to CCCD.
3. On an annual basis, Corp will pay to CCCD an annual TA and Training fee of $xx
(structured based on purchase sale price) for Post-purchase TA & Training services and
reporting requirements, for the term of this Agreement, unless the transaction is
financed by ROC USA® Capital, in which case this fee is paid out of the interest paid by
Corp to ROC USA® Capital, or this fee is paid by another lender or grant provider.
Note: pursuant to CCCD’s contract with Network, should Corp obtain financing from a source other
than ROC USA® Capital, Corp will be required to pay CCCD’s annual TA and Training fee set forth in I
above from Corp’s annual operating income or through arrangement with other lender or grantor.
CCCD will use its best efforts to ensure that its TA Services will be required by the lenders or grantors
financing the purchase and be included in the loan documents or grant agreement as a condition of
financing. CCCD cannot continue to assist a resident homeowner group that is not going to receive and
pay for its TA services for the duration of its purchase financing.
Should Corp obtain financing through ROC USA® Capital, a condition of the loan will be that CCCD enter
into a contract with ROC USA® Capital to service the loan, and the annual fee set forth in I below will be
paid by ROC USA® Capital. Pursuant to the Models and Principles discussed above and attached, the
long-term best interests of the resident-owned corporation as a community and borrower are CCCD’s
primary goals. When CCCD’s role as a trainer and a loan servicer (and/or lender) are in conflict, CCCD
will openly discuss CCCD’s position with the Board of Directors, and membership of Corp as
appropriate, and encourage them to consult third-party professionals privately on the issue.
B. To ensure the long-term success of Corp, Corp agrees to the following:
1. to invite every resident homeowner currently living on the property to join Corp, and to
keep this invitation open at all times;
2. to assure that membership is accessible to all homeowners and home buyers by adopting
Bylaws, Policies and Community Rules which:
a) limit the equity in the membership interest to a fixed amount;
b) allow members who lived in the MHC prior to Corp taking ownership, to sign
Membership Agreements and Promises to Pay to finance their membership fees if
they want, and to extend to them full voting rights and Corp benefits in the
meantime;
c) refrain from making policies that would inhibit or exclude any protected class and
lower-income households from membership; and,
d) set nominal joining fees (fees payable to the organization toward membership prior
to acquisition) of no more than $50.00.
3. to incorporate Corp in conformance with ROC USA® Models, to hold democratic elections
to determine the Corp’s Board of Directors, and to hold democratic votes to determine
the Bylaws, Community Rules and annual budget;
4. to hold open meetings, allow open discussion of issues, and encourage membership
participation except in rare cases where executive Board of Director sessions are
necessary to discuss personal, legal, or confidential matters;
5 | Page
1909\01\2821951.2
5. to disclose information regarding the Corp and community operations to all members
and CCCD;
6. to establish Committees as needed to assist the Board with community management;
7. to participate with CCCD, ROC USA®, and other ROCs in training and networking
programs, including joining myROCUSA.org for ongoing access to training, information,
and various resources aimed at helping ROCs succeed;
8. to work with CCCD to develop and implement Corp’s Community Management Plan and
financing proposals and engage third-party professionals such as an engineer, accountant
and attorney as is prudent for specific counsel and advice to Corp;
9. to request, and consider in good faith, any offer of purchase-financing from ROC USA®
Capital,
10. to submit monthly financial reports (profit and loss, balance sheet, accounts payable,
accounts receivable, and budget-to-actual reports), minutes of all Board of Directors and
General Membership Meetings, annual financial reviews or audits, copies of Bylaws,
policies, Community Rules, changes in Directors and Officers and other annual
information to CCCD. This information is needed for CCCD’s post-purchase training and
TA services;
11. to provide CCCDs and physical and mailing addresses of all members to ROC USA®
Network for purposes of newsletters, training event mailings, surveys, and future
member benefits opportunities;
12. to operate the Corp in conformity with the ROC USA® Models and the Corp’s governing
documents including Articles, Bylaws, and Community Rules and applicable law. Failure
of the Corp to carry out any of provisions set forth in (1.) through (12.) which, in the
reasonable determination of the CCCD jeopardizes the long-term success of Corp may
result in termination of this Agreement by CCCD.
III. INDEMNIFICATION:
CCCD hereby indemnifies Corp from any liability, including attorneys’ fees and costs incurred in
defending a legal action naming Corp as defendant or co-defendant, which might arise in
connection with the negligence, gross negligence, fraud or willful misconduct of CCCD. To the
extent that any portion of this clause is determined unenforceable by a court of competent
jurisdiction, the parties intend for the court to enforce this clause to the fullest extent
available under applicable law.
Corp hereby agrees to indemnify, defend, and hold harmless CCCD from any claim, including
attorneys’ fees and costs incurred in connection with any claim asserted against CCCD arising
out of the Corp’s purchase and operation of the MHC or the performance of CCCD’s duties
hereunder, unless due to the gross negligence, fraud or willful misconduct of CCCD. CCCD shall
not be liable for any act or omission to act pursuant to this Agreement except for such act or
omission to act which constitutes fraud, negligence, gross negligence or willful misconduct of
the CCCD. For purposes of this Section, “claims” shall mean all claims, requests, accusations,
allegations, complaints, petitions, demands, suits, actions proceedings, and causes of action of
every kind and description.
6 | Page
1909\01\2821951.2
This indemnification only extends to actions taken by the CCCD on behalf of Corp pursuant to
this Agreement.
IV. GOVERNING LAW:
Any dispute under this Agreement, or related to this Agreement, shall be decided in
accordance with the laws of the state of California.
V. SEVERABILITY:
(a) Each of the sections contained in this Agreement shall be enforceable
independently of every other section in this Agreement, and the invalidity or
non-enforceability of any section shall not invalidate or render non-enforceable
any other section contained herein.
(b) If any section or provision in a section is found invalid or unenforceable, it is the
intent of the parties that a court of competent jurisdiction shall reform the
section or provisions to produce its nearest enforceable economic equivalent.
All copyrighted materials of ROC USA® are for the private use of the resident corporations assisted by a
ROC USA® CTAP pursuant to this Agreement. The publication, sale, transfer or use of the materials
other than such purposes is strictly prohibited.
The Provisions of this contract are agreed to by both the Corp and CCCD. If under the laws of the state
the Corp is located, two corporations are needed to complete a sale to the residents, Corp agrees that
it will not assign its right to purchases to the final buying group without assignment and delegation of
the rights and responsibilities hereunder as well, with the consent of CCCD, which shall not be
unreasonably withheld.
CCCD CO-OP
E. Kim Coontz, Executive Director Board President
Second Authorized Signature (insert Name)
7 | Page
1909\01\2821951.2
Attachment to
Certified Technical Assistance Provider Technical Assistance Agreement
ROC USA® Resident Ownership Models
Resident-owned corporations assisted through ROC USA® should be formed in accordance
with models that balance and maximize the following three objectives:
1. Preservation of existence and affordability of the manufactured home
community long-term;
2. Asset-building for the homeowners individually; and,
3. Strong and mutually supportive leaders and communities.
Toward these objectives, the ROC USA® approved models for resident-ownership shall be
consistent with the following guidelines:
1. It must be a membership organization made up of homeowners of the subject community,
which must operate on a cooperative basis. For the purposes of this model “cooperative
basis” means that it shall meet the following criteria:
● Be established with a purpose to provide benefits to the owners of manufactured
homes within the community;
● Ownership must be open and accessible to all residents;
● Ownership and voting must be structured equitably among all homeowners.
Governance by homeowners must be democratic and perpetuating by design and
practice;
● Surplus produced by the enterprise must benefit all member homeowners equitably
by application to retained earnings (for capital improvements or reserves) or
distribution by patronage; and,
● Be committed to operating in a manner that is consistent with the spirit of
International Cooperative Principles.
2. There must be no barriers to membership for owner-occupied homes in the MHC which
would restrict participation by homeowners of lesser financial means. The goal is open,
affordable membership and zero displacement of lower-income homeowners. To
accomplish these goals, the membership share price or membership price shall not exceed
$1,000 to assure current and future affordability. Further, the membership price for
homeowners in place prior to the resident corporation’s purchase need to have an
opportunity for payment over a period of time which supports the goal of open and
affordable membership.
3. Long-term existence of the resident organization and the community must be assured by
statutory dissolution constraints which remove any incentive to sell the assets and
8 | Page
1909\01\2821951.2
recognize the profit individually, by making distribution of net proceeds to a 501(c)3
affordable housing organization, or via some other demonstrable mechanism acceptable to
ROC USA® which is not subject to change by a vote of the members alone;
4. The organization must control its own membership admission process, Proprietary Leases
and Community Rules;
5. There must be no imposed resale restrictions on homes sold, including but not limited to,
limited-equity formulas and limits on homebuyer incomes, [the foregoing is not intended to
be a restriction on replacement or in-fill home programs or where subsidy is used to assist
low-income people in becoming a homeowner within the community, whether or not such
program is conducted by the CCCD as one of its non-profit programs.]
● Any funder requirements for on-going affordability are limited, temporary, and
do not create different “classes” of residents, or,
● Any funder requirements for on-going affordability are limited to restrictions on
the resale of the membership or share, but not the homes.
6. Land is owned by the resident organization “in fee”; or,
● When the use of a non-profit to hold title is necessary as part of the overall longterm
preservation strategy, on a project by project basis, 99-year ground-lease of
the entire community to the resident organization (i.e. a Leasehold cooperative)
is permitted, subject to approval of the lease terms and its preservation of
resident rights;
● Any interim ownership by non-profit must have enforceable contract provisions
for conversion to resident ownership within the minimum time necessary to
effect necessary or desirable financing, infrastructure improvements and or infill.
Exceptions will be considered on a project-by-project or state-by-state basis, depending on the
issue and according to specific written waivers.
9 | Page
1909\01\2821951.2
Attachment to
Certified Technical Assistance Provider Technical Assistance Agreement
ROC USA® Organizing, Training, and Technical Assistance Principles
1. Trust is at the root of all effective relationships. An empowered membership is critical
to building thriving neighborhoods and organizations. Information is shared openly with
all members of the Board of Directors and, when it is not the subject of a personal or
confidential nature, with all members.
2. Our role is to develop options for consideration by the appropriate decision-making
body within the Resident-Owned Community and not one of imposing our choices.
3. We support the creation of a democratic framework and coach fair democratic
process and dispute resolution.
4. Resident-Owned Communities are encouraged and trained in how to hire and oversee
third-party service providers for legal representation, engineering services, auditing, etc.
Templates and information are furnished to make efficient use of these third parties and
not as a substitute.
5. Homeowners form corporations wherein directors have fiduciary and other duties to
uphold. Our work must respect those duties in order for them to exist.
6. We only support entities whose policies do not discriminate, and whose membership is
open to all homeowners in the community regardless of their income level, age,
gender, sexual orientation, race, religious creed, color, marital status, familial status,
physical or mental disability, or national origin.
7. The best long-term interest of the resident-owned corporation as a community and
borrower are our primary goals. When our role as a trainer and a loan servicer (or
lender) are in conflict, we openly discuss our position with the Board of Directors and
membership, as appropriate, and encourage them to consult third-party professionals
privately on the issue.
8. Long-term health and sustainability requires teaching respect and understanding of
the organization and its Articles, Bylaws, Rules, and Policies.
9. The respect and de-stigmatization of manufactured housing and the people who live in
it is vital to the success of Resident-Owned Communities. We demonstrate our respect
through our words, actions, inclusion, and sharing the credit.