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CRHMFA - 2017 JPA Agreement•�2. CALIFORNIA HOME FINANCE AUTHORITY AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT (Original date July 1, 1993 and as last amended and restated December 10, 2014) THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT ( "Agreement ") is entered into by and among the counties listed on Attachment 1 hereof . and incorporated herein by reference. All such counties are referred to herein as "Members" Midi tine respective powers, privileges and restrictions provided hereon. RECITALS A. WHEREAS, the California Rural Horne Mortgage Fmance Authority ( "CRHMFA ") was created by a Joint Exercise of Powers Agreement dated July 1, 1993 pursuant to die Joint Exercise of Powers Act (commencing with Article 1 of Chapter 5 of Division 7 of Title 1 of die Government Code of the Sete of California (the "Act "). By Resolution 2003 -02, adopted on January 15, 2003, the name of die authority was changed to CRHMFA Homebuyers Fund. The most recent amendment to the Joint Exercise of Powers Agreement was on January 28, 2004. B. WHEREAS, the Members of CRHMFA Homebuyers Fund desire to update, reaffirm, clarify and revise certain provisions of the joint powers agreement, including the renaming of die joint powers authority, as set forth herein. C. WHEREAS, the Members are each empowered by law to finance the construction, acquisition, improvement and rehabilitationi of real property. D. WHEREAS, by dais Agreement, the Members desire to create and establish a joint powers authority to exercise their respective powers for die purpose of financing the construction, acquisition, improvement and rehabilitation of real property within the jurisdiction of die Authority as authorized by die Act. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Members individually and collectively agree as follows: 1. Definitions Unless the context otherwise requires, the following terms shall for purposes of this Agreement have the meanings specified below: "Act" means the Joint Exercise of Powers Act, commencing with Article 1 of Chapter 5 of Division 7 of Tide 1 of the Government Code of die State of California, including die Marks -Roos Local Bond Pooling Act of 1985, as amended. "Agreement" means this Jomt Exercise of Powers Agreement, as die same now exists or as it may from time to time be amended as provided herein. "Associate Member" means a county, city or other public agency which is not a voting member of the Rural County Representatives of California, a California nonprofit corporation ( "RCRC"), with legal power and authority similar to that of the Members, admitted pursuant to paragraph 4.d. below to associate membership herein by vote of the Board. "Audit Committee" means a committee made up of the nine - member Executive Committee. "Authority" means California Home Finance Authority ( "CHF "), formerly known as CRHMFA Homebuyers Fund or California Rural Home Mortgage Finance Authority. "Board" means the governing board of the Authority as described in Section 7 below. "Bonds" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other obligation within the meaning of the term "Bonds" under the Act. "Delegate" means the Supervisor designated by the governing board of each Member to serve on the Board of the Authority. "Executive Committee" means the nine - member Executive Committee of the Board established pursuant to Section 10 hereof. 'Member" mauls any county which is a member of RCRC, has executed this Agreement and has become a member of the Authority. "Obligatiions" means bonds, notes, warrants, leases, certificates of participation, installment purchase agreements, loan agreements and other securities or obligations issued by the Authority, or financing agreements entered into by the Authority pursuant to the Act and any other financial or legal obligation of the Authority under the Act. "Program" or "Project" means any work, improvement, program, project or service undertaken by the Authority. "Rural County Repmsenblims of California or "RCRC" means the nonprofit entity incorporated under that name in the State of California. "Supervisor" means an elected County Supervisor from an RCRC member county. 2. Purpose The purpose of the Authority is to provide financing for the acquisition, construction, , improvement and rehabilitation of real property in accordance with applicable provisions of law for the benefit of residents and communities. In pursuit of this purpose, this Agreement provides for the joint exercise of powers common to any of its Members and Associate Members as provided herein, or otherwise authorized by the Act and other applicable laws, including assisting in financing as authorized herein, jointly exercised in die manner set forth herein. 3. Principal Place of Business The principal office of die Authority shall be 1215 K Street, Suite 1650, Sacramento, California 95811. 4. Creation of Authority; Addition of Members or Associate Members a. The Audiority is hereby created pursuant to the Act. As provided in the Act, die Authority shall be a public entity separate and distinct from die Members or Associate Members. .b. The Authority will cause a notice of this Agreement. or any amendment hereto to be prepared and filed with the office of die Secretai -3' of State of California in a timely fashion in tie manner set forth in Section 6503.3 of die Act. C. A county that is a member of RCRC may petition to become a member of die Authority by submitting to tie Board a resolution or evidence of other formal action taken by its governing body adopting this Agreement. The Board shall review the petition for membership and shall vote to approve or disapprove the petition. If die petition is approved by a majority of die Board, such county shall immediately become a Member of tie Authority. d. An Associate Member may be added to die Authority upon the affirmative approval of its respective governing board and pursuant to action by die Authority Board upon such terms and conditions, aid Nwiti such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terms raid conditions, and rights, privileges and responsibilities may vary among tie Associate Members. Associate Members shall be entitled to participate in one or more programs of tie Authority as determined by die Board, but shall not be voting members of die Board. The Executive Director of die Authority shall enforce tie terms and conditions for prospective Associate Members to the Authority as proNiiclecl by resolution of the Board and as amended from time to thine by the Board. Changes in the terms and conditions for Associate Membership by the Board will not constitute an amendment of this Agreement. 5. Term and Termination of Powers This Agreement shall become effective from the date hereof until die earlier of die time when all Bonds and any interest diereon shall have been paid in full, or provision for such payment shall have been made, or when the Audhorily shall no longer own or hold any interest in a public capital improvement or program. The Authority shall continue to exercise the powers herein conferred upon it until termination of this Agreement, except that if any Bonds are issued and delivered, in no event slhall the exercise of the powers herein granted be terminated until all Bonds so issued and delivered and die interest dlereon shall have been paid or provision for such payment shall have been made aid any other debt incurred Nvith respect to any other fmai-icing program established or admiiustered by die Authority has been repaid in full mid is no longer outstanding. 6. Powers; Restriction upon Exercise a. To effectuate its purpose, the Authority shall have the power to exercise any and all powers of the Members or of a joint powers authority under the Act and other applicable provisions of law, subject, however, to the conditions and restrictions herein contained. Each Member or Associate Member may also separately exercise any and all such powers. The powers of the Authority are limited to those of a general law county. b. The Authority may adopt, from time to time, such resolutions, guidelines, rtes and regulations for the conduct of its meetings and the activities of the Authority as it deems necessary or desirable to accomplish its purpose. C. The Authority shall have die power to finance die constriction, acquisition, improvement and rehabilitation of real property, including the power to purchase, with the amounts received or to be received by it pursuant to a bond purchase agreement, bonds issued by any of its Members or Associate Members and other local agencies at public or negotiated sale, for the purpose set forth herein and in accordance with the Act. All or any part of such bonds so purchased may be held by lie Authority or resold to public or private purchasers at public or negotiated sale. The Authority shall set any other terms and conditions of any purchase or. sale contemplated herein as it deems necessary or convenient and in furtherance of the Act. The Authority may issue or cause to be issued Bonds or other indebtedness, and pledge any of its property or revenues as security to the extent permitted by resolution of die Board under any applicable provision of law. The Authority may issue Bonds in accordance with the Act in order to raise funds necessary to effectuate its purpose hereunder and may enter nhto agreements to secure such Bonds. The Authority may issue other forms of indebtedness authorized by the Act, and to secure such debt, to further such purpose. The Authority may utilize other forms of capital, including, but not linuted to, the Authority's internal resources, capital markets and other forms of private capital investment authorized by die Act.. d. The Authority is hereby authorized to do all acts necessary for the exercise of its powers, including, but not limited to: (1) executing contracts, (2) employing agents, consultants and employees, (3) acquiruhg, constructing or providing for maintenance and operation of any building, -vvork or improvement, (4) acquiring, holding or disposing of real or personal property wherever located, including property subject to mortgage, (5) incurring debts, liabilities or obligations, (6) receiving gifts, contributions and donations of property, funds, services and any other forms of assistance from persons, firms, corporations or governmental entities, (7) suing and being sued in its own name, and litigating or settling any suits or cl<aihns, (8) doing any and all dhings necessary or convenient to die exercise of its specific powers and to accomplishing its purpose (9) establishing and /or administering districts to finance and refinance die acquisition, installation and improvement of energy efficiency, water conservation and renewable energy improvements to or on real property and i buildings. The Authority may enter into one or more agreements, including without limitation, participation agreements and implementation agreements to implement such programs. C. Sub,ject to the applicable provisions of any indenture or resolution providing for the investment of monies held thereunder, the Authority shall have the power to nlvest any of its funds. as die Board deems advisable, un die sanle manner and upon die sane conditions as local agencies pursuant to Section 53601 of the Government Code of the State of California. f All property, equipment, supplies, funds and records of die Authority shall be owned by die Authority, except as may be provided, otherwise herein or by resolution of the Board. g. Pursuant to the provisions of Section 6508.1 of the Act, the debts, liabilities and obligations of die Authority shall not be debts, liabilities and obligations of the Members or Associate Members. Any Bonds, together with aiiy uiterest uhd premium thereon, shill not constitute debts, liabilities or _obligations of any Member. The Members or Associate Members hereby agree that any such Bonds issued by die Authority shall not constitute general obligations of die Authority but shall be payable solely from die moneys pledged to the repayment of principal or interest on such Bonds under the terms of die resolution, undenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither die Members or Associate Members nor die Authority shall be obligated to pay the principal of or premium, if any, or interest on die Bonds, or other costs uicidental thereto, except from the revenues and funds pledged therefor, and neither the frith and credit nor die lacing power of the Members or Associate Members or the Authority shill be pledged to die payment of the principal of or Premium, if ahhy, or interest on the Bonds, nor shall the Members or Associate Members of die Authority be obligated in any manner to make any appropriation for such payment. No covenant or agreement contained in any Bond shall be decried to be a covenant or agreement of any Delegate, or any officer, agent or employee of die Authority in an individual capacity, and neither die Board nor any officer thereof executing die Bonds or any document related thereto shall be liable personally on any Bond or be subject to any personal liability or accountability by reason of the issuance of any Bonds. 7. Governing Board a. The Board shall consist of the number of Delegates equal to one representative from each Member. b. The governing body of each Member shall appoint one of its Supervisors to serve as a Delegate on the Board. A Member's appointment of its Delegate sliall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until lie or she is replaced by such governing body or no longer a Supervisor; any vacancy shall be filled by die governuhg body of die Member in the same manner provided ihh this paragraph b.. C. The governing body of each Member of the Board shall appoint a Supervisor as an alternate to serve on the Board in the absence of the Delegate; die alternate may exercise all die rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to participate in the proceedings of the Board, and to vote upon any and all matters. No alternate may have more than one vote at any meeting of the Board, and any Member's designation of an alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall be effective until such alternate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the governing body of tine Member in the same manner provided in this paragraph c.. d. Any person who is not a member of the governing body of a Member and who attends a meeting on behalf of such Member may not vote or be counted toward a quorum but may, at the discretion of the Chair, participate in open meetings lie or she attends. C. Each Associate Member inay designate a non- voting representative to die Board who may not be counted toward a quorum but who may attend open meetings, propose agenda items and otherwise participate in Board Meetings. f. Delegates shall not receive compensation for serving as Delegates, but may claim and receive reimbursement for expenses actually uicurred in connection with such service pursuant to rules approved by die Board and subject to the availability of fiends. g. The Board shall have the power, by resolution, to the extent perinitted by die Act or any other applicable law, to exercise any powers of tine Authority and to delegate any of its functions to die Executive Committee or one or more Delegates, officers or agents of the Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute any documents for and in the name and on behalf of the Board or the Authority. h. The Board may establish such committees as it deems necessary for -uiy lawful purpose; such committees are advisory only and may not act or purport to act on behalf of the Board or the Authority. i. The Board shall develop, or cause to be developed, and review, modify as necessary, and adopt each Program. 8. Meetings of the Board a. The Board sball meet at least once arulually, but may meet more frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called, noticed, held and conducted pursuant to the provisions of die Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of Division 2 of Title 5 of the Goverment Code of the State of California. C. The Secretary of the Authority shall cause minutes of all meetings of the Board to be taken and distributed to each Member as soon as possible after each meeting. d. The lesser of twelve (12) Delegates or a majority of the number of current Delegates shall constitute a quorum for transacting business at any meeting of the Board, except that less than a quorrun may act to adjourn a meeting. Each Delegate shall have one vote. C. Meetings may be held at any location designated ni notice properly given for a meeting and may be conducted by telephonic or similar means in any manner others «se allowed by laNv. 9. Officers; Duties; Official Bonds a. The Board shall elect a chair and vice chair from among the Delegates at the Board's annual meeting who shall serve a term of one (1) year or until their respective successor is elected. The chair shall conduct the meetings of the Board and perform such other duties as may be specified by resolution of the Board. The vice chair shall perform such duties in die absence or in the event of the unavailability of die chair. b. The Board shall contract annually with RCRC to administer the Agreement and to provide administrative services to the Authority, and the President and Chid Executive Officer of RCRC shall serve ei ollicio as Executive Director, Secretary, Treasurer, and Auditor of die Authority. As chief executive of die Authority, the Executive Director is authorized to execute contracts and other obligations of die Authority, urhless prior Board approval is required by a third party, by law or by Board specification, and to perform other duties specified by the Board. The Executive Director may appon-it such other officers as may be required for the orderly conduct of the Authority's business and affairs who shall serve at die pleasure of die Executive Director. Subject to tie applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, die Executive Director, as Treasurer, is designated as die custodian of the Authority's funds, from whatever source, and, as such, shall have die powers, duties and responsibilities specified in Section 6505.5 of the Act. The Executive Director, as Auditor, shall have the powers, duties and responsibilities specified in Section 6505.5 of die Act. C. The Legislative Advocate for die Authority shall be die Rural County Representatives of California. d. The Treasurer and Auditor are public officers who have charge of, handle, or have access to all property of the Audhonty, and a bond for such officer in die anhount of at least one hundred thousand dollars W00,000.00) shall be obtained at the expense of' the Authority and filed with die Executive Director. Such bond may secure the faithful performance of such officer's duties with respect to another public office if such bond m at least the same arnount specifically mentions die office of the Audhority as required herein. The Treasurer and Auditor shall cause periodic independent audits to be made of the Authority's books by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. e. The business of the Authority shall be conducted under die supervision of die Executive Director by RCRC personnel. 10. Executive Committee of the Authority a. Composition The Authority shall appoint i-Inie (9) members of its Board to serve on an Executive Committee. b. Powers and Limitations The Executive Conuuittee sliall act in -,m advisory capacity and make recommendations to the Authority Board. Duties will include, but not be limited to, review of die quarterly and amival budgets, service as the Audit Committee for the Authority, periodically review this Agreement; and complete any other tasks as may be assigned by the Board. 'The Executive Committee shall be subject to all limitations imposed by this Agreement, other applicable law, and resolutions of die Board. C. Quorum A majority of die Executive Committee shall constitute a quorum for transacting business of die Executive Committee. 11. Disposition of Assets Upon termination of this Agreement, all remaining assets and liabilities of die Authority shall be distributed to the respective Members in such manner as shall be determined by the Board and in accordance with the law. 12. Agreement Not Exclusive; Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each Member expressly reserves its rights to carry out other public capital improvements and programs as provided for by law and to issue other obligations for those purposes. This Agreement shall not be deemed to amend or alter the terms of other agreements among the Members or Associate Members. 13. Conflict of Interest Code The Authority shall by resolution adopt a Conflict of Interest Code as required by law. 14. Contributions and Advances Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by any Member, Associate Member or any other public agency to further the purpose of this Agreement. Payment of public funds may be made to defray the cost of any contribution. Any advance may be made subject to repayment, and in that case shall be repaid in the mariner agreed upon by the advancing Member, Associate Member or other public agency and lie Authority at die time of making the advance. 15. Fiscal Year, Accounts; Reports; Annual Budget; Administrative Expenses a. The fiscal year of die Authority shall be the period from January 1 of each year to and including the following December 31, except for any partial fiscal year resulting from a change in accounting based on a different fiscal year previously b. Prior to die beginning of each fiscal year, die Board s11all adopt a budget for the succeeding fiscal year. C. The Authority shall establish and maintain such hinds and accounts as may be required by generally accepted accounting principles. The books and records of die Authority are public records and shall be open to inspection at all reasonable times by each Member and its representatives. d. The Auditor shall either make, or contract with a certified public accountant or public accountant to make, an annual audit of die accounts and records of the Authority. The minimum requirements of die audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of die State of California, and shall conform to generally accepted auditing standards. When an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with each Member (and also with the auditor of Sacramento County as the county in which the Authority's office is located) widen 12 months after the end of the fiscal year. e. . In any year in which die annual budget of the Authority does not exceed five thousand dollars ($5,000.00), the Board may, upon unanimous approval of the Board, replace the annual audit with an ensuing one -year period, but in no event for a period longer than two fiscal years. 16. Duties of Members or Associate Members; Breach If any Member or Associate Member shall default ni performing any covenant contained herein, such default shall not excuse that Member or Associate Member from fulfilling its other obligations hereunder, and such defaulting Member or Associate Member shall remain liable for die performance of all covenants hereof. Each Member or Associate Member hereby declares that dhis Agreement is entered into for die benefit of the Authority created hereby, and each Member or Associate Member hereby grants to die Authority the right to enforce, by whatever lawful means die Authority deems appropriate, all of die obligations of each of the parties hereunder. Each and all of the remedies given to the Auhhonty hereunder or by any law now or hereafter enacted are cumulative, and die exercise of one right or remedy shall not impair the night of the Authority to any or all other remedies. 17. Indemnification To the full extent pernhitted by law, the Board may authorize indemnification by die Authority of any person who is or was a Board Delegate, alternate, officer, consultant, employee or other agent of die Authority, and who was or is a party or is threatened to be made a party to a proceednig by reason of die fact drat such person is or was such a Delegate, alternate, officer, consultant, employee or other agent of die Authority. Such iihdemnification may be made against expenses, judgments, fines, settlements and other announts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and m a manner such person reasonably believed to be in the best interests of die Authority and, in the case of a criminal proceeding, had no reasonable cause to believe this or her conduct was unlawful and, in the case of an action by or m the right of the Authority, acted with such care, including reasonable inq1tuy, as „ an ordinarily prudent person in a like position would use under similar circumstances. 18. Immunities All of the privileges and immunities from liabilities, exemptions from law, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any of the Members or Associate Members when performing their respective functions, shall apply to them to the same degree and extent while engaged as Delegates or otherwise as an officer, agent or other representative of the Authority or while engaged in the performance of any of their (unctions or duties under the provisions of this Agreement. 19. Amendment This Agreement may be amended by the adoption of die amendment by the governing bodies of a majority of the Members. The amendment shall become effective on the first day of the month following the last required member agency approval. An amendment may be initiated by the Board, upon approval by a majority of the Board. Any proposed amendment, including the text of tae proposed change, sliall be given by die Board to each Member's Delegate for presentation and action by each Member's board within 60 days, which time may be extended by the Board. The list of Members, Attachment 1, may be updated to reflect new and /or withdrawn Members without requiring formal amendment of the Agreement by the Autlhority Board of Directors. 20. Withdrawal of Member or Associate Member If a Member withdraws as member of RCRC, its membership in the Authority shall automatically tenninate. A Member or Associate Member may withdraw from dhis Agreement upon written notice to die Board; provided however, that no such withdrawal shall result in the dissolution of the Authority as long as any Bonds or other obligations of die Authority remain outstanding. Any such withdrawal shall become effective thirty (30) clays after a resolution adopted by the Members governing body which authorizes withdrawal is received by die Authority. NoL-withstandulg the foregoing, any termination of membership or withdrawal from die Authority shall not operate to relieve any terminated or MithdraNving Member or Associate Member from Obligations incurred by such tenninated or withdrawing Member or Associate Member prior to the time of its termnination or withdrawal. 20. Miscellaneous a. Counterparts. 'Flu's Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and die same instrument. b. Construction. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. C. Approvals. Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably Nvithlield. d. Jurisdiction; Venue. This Agreement is made in the State of California, under the Constitution and laws of such State and is to be so construed; any action to enforce or interpret its terms shall be brought in Sacramento County, California. C. Integration. This Agreement is the complete and exclusive statement of the agreement among the parties hereto, and it supersedes and merges all prior proposals, understandings, and other agreements, whether oral, Nwritten, or implied in conduct, between and among die parties relating to die subject matter of this Agreement. f. Successors; Assignment. This Agreement shall be binding upon and shall inure to die benefit of die successors of die parties hereto. Except to die extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the Board. g. Severability. Should any part, term or provision of this Agreement be decided by die courts to be illegal or in conflict with any law of die State of California, or. othervilse be rendered unenforceable or uheffectual, the validity of die remaining parts, terms or provisions hereof shall not be affected thereby. The parties hereto have caused this Agreement to be executed and attested by their properly authorized officers. AS ADOPTED BY THE MEMBERS: Originally dated July 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, 2004 Amended and restated December 10, 2014 [SIGNAL URES OAT FOLL0 TWATG PAGEM SIGNATURE PAGE FOR NEW ASSOCIATE MEMBERS NAME OF COUNTY OR CITY: By: I Name: GQ y, �i.l ,',d GonzeZ Title: I� r. AFTER EXECUTION. PLEASE SEND TO: YGRENE ENERGY FUND ATTN: LEGAL DEPARTMENT 815 5TH STREET SANTA ROSA CA 95404 82671.00000 \9603861.1 Dated: �� AWoved as lo f;aw Gilroy ft Attorney's Office ®y; City Attomey ATTACHMENT 1 CALIFORNIA HOME FINANCE AUTHORI'T'Y MEMBERS As of December 10, 2014 Alpine County Aniador County Butte County Calaveras County Colusa County Del Norte County El Dorado County Glenn County Humboldt County Imperial County Inyo County Like County Lassen County Madera County Mariposa County Mendocino County Merced County Modoc County Mono County Napa County Nevada County Placer County Plumas County San Benito County Shasta County Sierra County Slskiyou County Sutter County Tchania County Trinity County Tuolumne County Yolo County Yuba County