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.