HomeMy WebLinkAboutR45- Economic Development Agency ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Maggie Pacheco,Director SUBJECT: APPROVAL OF THE FIRST AMENDED
Housing and Community D velopment AND RESTATED JOINT EXERCISE OF
C i POWERS AGREEMENT OF THE
DATE: July 10,2000 r ",; i 1 'V L RIVERSIDE-SAN BERNARDINO
HOUSING AND FINANCE AGENCY-
LEASE-TO-OWN HOUSING PROGRAM
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Sl_nopsis of Previous Commission/Council/Committee Action(s):
On June 22,2000,the Redevelopment Committee recommended that this item be sent to the Mayor and Common
Council for approval subject to staff providing responses to questions raised by the Sr.Assistant City Attorney.
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Recommended Motion(s):
(Mayor and Common Council)
MOTION: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING AND ADOPTING THE FIRST AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT OF THE RIVERSIDE-SAN BERNARDINO HOUSING
AND FINANCE AGENCY AND AUTHORIZING THE MAYOR OR HER DESIGNEE TO MAKE
NON-SUBSTANTIVE PROGRAM AND AGREEMENT CHANGES SUBJECT TO THE CITY
ATTORNEY'S APPROVAL AND EXECUTE THE FIRST AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT OF THE RIVERSIDE- SAN BERNARDINO HOUSING
AND FINANCE AGENCY
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Contact Person(s): Gary Van Osdel/M.Pacheco Phone: 663-1044
Project Area(s) All Ward(s): 1 -7
Supporting Data Attached: El Staff Report Z Resolution(s)0 Agreement(s)/Contract(s)❑Map(s) ❑Letter/Memo
FUNDING REQUIREMENTS Amount: $ N/A Source: N/A
Budget Authority: N/A
SIGNATURE:
V,4 6sdel,Executive Director Maggie a, eco,Director
Eco mic Development Agency Housing d Community Development
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Commission/Council Notes:
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GVO:MP:lag:07-24-00 Lease-to-Own COMMISSION MEETING AGENDA
Meeting Date: 07/24/2000
Agenda Item Number: A5-
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Approval Of The First Amended And Restated Joint Exercise Of Powers Agreement
Of The Riverside-San Bernardino Housing And Finance Agency-
Lease-To-Own Housing Program
BACKGROUND
On April 19, 1999, the 1999-2000 City's Consolidated Plan was approved by the Mayor and
Common Council. The Plan identified creating programs to increase homeownership
opportunities for City residents as a number one priority.
The Lease-to-Own Homeownership Program provides another opportunity for City residents to
own a house. Consequently, on December 20, 1999, the Mayor and Common Council approved
a Joint Exercise of Powers Agreement creating the Riverside-San Bernardino Housing and
Finance Agency and authorized the City to participate in the Lease-to-Own Program.
CURRENT ISSUE
The Riverside-San Bernardino Housing and Finance Agency (Agency) is an Agency created for
the issuance of tax exempt bonds for which the proceeds will be used by the Agency to purchase
homes in both counties and then leased to eligible households with an opportunity to buy after
three (3) years (the "Program"). The City is participating as an associate member without a
voting right and limited financial exposure. The City as an Associate Member accepts the
decisions made by the Agency. The key elements of the program are attached as Exhibit"A".
The Joint Exercise of Powers Agreement approved by the Mayor and Common Council on
December 20, 1999, is proposed to be amended to clarify some sections of the Agreement and
set forth the roles of the elected officials of the Agency. The amended changes are as follows:
(1) defining the purchasing policy of the Agency (2) identification of a Treasurer (appointed by
the City of Highland) (3) creating an Auditor (4) appointing the Chair (City of Colton) for the
Agency. At the Redevelopment Committee meeting the Sr. Assistant City Attorney questioned
whether these items needed to be approved by the City. Staff contacted the Attorney
representing the Finance Agency regarding these issues and he has responded on the attached
letter dated June 26, 2000.
FISCAL IMPACT
None.
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GVO:MP:1ag:07-24-00 Lease-to-Own COMMISSION MEETING AGENDA
Meeting Date: 07/24/2000
Agenda Item Number: M T
Economic Development Agency Staff Report
Lease-to-Own Program
June 26, 2000
Page Number-3-
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ENVIRONMENTAL IMPACT
Approval of the First Amended and Restated Joint Exercise of Power Agreement to the Mayor
and Common Council is exempt under the California Environmental Quality Act (CEQA).
RECOMMENDATIONS
That the Mayor and Common Council adopt the attached Resolution.
Maggie Pikdeco, Director
Housing and Community Development
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GVO:MP:lag:07-24-00 Lease-to-Own COMMISSION MEETING AGENDA
Meeting Date: 07/24/2000
Agenda Item Number: 4
g �iL
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Maggie Pacheco,Director SUBJECT: APPROVAL OF THE FIRST AMENDED
Housing and Community Development AND RESTATED JOINT EXERCISE OF
POWERS AGREEMENT OF THE
DATE: June 28,2000 RIVERSIDE-SAN BERNARDINO
HOUSING AND FINANCE AGENCY-
LEASE-TO-OWN HOUSING PROGRAM
-------------------------------------------------------------------------------------------------------------------------- --------------
Synopsis of Previous Commission/Council/Committee Action(s):
On June 22,2000,the Redevelopment Committee recommended that this item be sent to the Mayor and Common
Council for approval subject to staff providing responses to questions raised by the Sr.Assistant City Attorney.
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Recommended Motion(s):
(Mayor and Common Council)
MOTION: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING AND ADOPTING THE FIRST AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT OF THE RIVERSIDE-SAN BERNARDINO HOUSING
AND FINANCE AGENCY AND AUTHORIZING THE MAYOR OR HER DESIGNEE TO MAKE
NON-SUBSTANTIVE PROGRAM AND AGREEMENT CHANGES SUBJECT TO THE CITY
ATTORNEY'S APPROVAL AND EXECUTE THE FIRST AMENDED AND RESTATED JOINT
EXERCISE OF POWERS AGREEMENT OF THE RIVERSIDE- SAN BERNARDINO HOUSING
AND FINANCE AGENCY
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Contact Person(s): Gary Van Osdel/M.Pacheco Phone: 663-1044
Project Area(s) All Ward(s): 1 -7
Supporting Data Attached: ❑x Staff Report R1 Resolution(s) 0 Agreement(s)/Contract(s) ❑Map(s)❑Letter/Memo
FUNDING REQUIREMENTS Amount: $ N/A Source: N/A
Budget Authority: N/A
SIGNATURE:
Gary an Osdel,Executive 'rector Maggie Pacheco,Director
Economic Development Agency Housing and Community Development
- - - - - ----------------------------------------------------------------------------------------------------------------------------------------------------------
Commission/Council Notes:
--------------------------------------------------------------------------------------------------------------------------------------------
GVO:MP:lag:07-10-00 Lease-to-Own COMMISSION MEETING AGENDA
Meeting Date: 07/10/2000
Agenda Item Number: A411
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
---------------------------------------------------------------------------------------------------------------------
Approval Of The First Amended And Restated Joint Exercise Of Powers Agreement
Of The Riverside-San Bernardino Housing And Finance Agency-
Lease-To-Own Housing Program
BACKGROUND
On April 19, 1999, the 1999-2000 City's Consolidated Plan was approved by the Mayor and
Common Council. The Plan identified creating programs to increase homeownership
opportunities for City residents as a number one priority.
The Lease-to-Own Homeownership Program provides another opportunity for City residents to
own a house. Consequently, on December 20, 1999, the Mayor and Common Council approved
a Joint Exercise of Powers Agreement creating the Riverside-San Bernardino Housing and
Finance Agency and authorized the City to participate in the Lease-to-Own Program.
CURRENT ISSUE
The Riverside-San Bernardino Housing and Finance Agency (Agency) is an Agency created for
the issuance of tax exempt bonds for which the proceeds will be used by the Agency to purchase
homes in both counties and then leased to eligible households with an opportunity to buy after
three (3) years (the "Program"). The City is participating as an associate member without a
voting right and limited financial exposure. The City as an Associate Member accepts the
decisions made by the Agency. The key elements of the program are attached as Exhibit "A".
The Joint Exercise of Powers Agreement approved by the Mayor and Common Council on
December 20, 1999, is proposed to be amended to clarify some sections of the Agreement and
set forth the roles of the elected officials of the Agency. The amended changes are as follows:
(1) defining the purchasing policy of the Agency (2) identification of a Treasurer (appointed by
the City of Highland) (3) creating an Auditor (4) appointing the Chair (City of Colton) for the
Agency. At the Redevelopment Committee meeting the Sr. Assistant City Attorney questioned
whether these items needed to be approved by the City. Staff contacted the Attorney
representing the Finance Agency regarding these issues and he has responded on the attached
letter dated June 26, 2000.
FISCAL IMPACT
None.
--------------------------------------------------------------------------------------------------------------------------------------------
GVO:MP:1ag:07-10-00 Lease-to-Own COMMISSION MEETING AGENDA
Meeting Date: 07/10/2000
Agenda Item Number: AUS
Economic Development Agency Staff Report
Lease-to-Own Program
June 26, 2000
Page Number-3-
---------------------------------------------------------------------------------------------------------------------
ENVIRONMENTAL IMPACT
Approval of the First Amended and Restated Joint Exercise of Power Agreement to the Mayor
and Common Council is exempt under the California Environmental Quality Act(CEQA).
RECOMMENDATIONS
That the Mayor d mmon Council adopt the attached Resolution.
Maggie Pacheco, Director
Housing and Community Development
--------------------------------------------------------------------------------------------------------------------------------------------
GVO:MP:Iag:07-10-00 Lease-to-Own COMMISSION MEETING AGENDA
Meeting Date: 07/10/2000
Agenda Item Number: &L
coo p
1 RESOLUTION NO.
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AND ADOPTING THE FIRST
3 AMENDED AND RESTATED JOINT EXERCISE OF POWERS
AGREEMENT OF THE RIVERSIDE-SAN BERNARDINO HOUSING AND
4 FINANCE AGENCY AND AUTHORIZING THE MAYOR OR HER
S DESIGNEE TO MAKE NON-SUBSTANTIVE PROGRAM AND
AGREEMENT CHANGES SUBJECT TO THE CITY ATTORNEY'S
6 APPROVAL AND EXECUTE THE FIRST AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT OF THE RIVERSIDE-
7 SAN BERNARDINO HOUSING AND FINANCE AGENCY
8
9 WHEREAS, the Riverside-San Bernardino Housing & Finance Agency (RISFA) was
10 established by that certain Joint Powers Authority Agreement (JPA) entered into as of
December 20, 1999.
11
WHEREAS, the City of San Bernardino is an Associate Member of the Riverside San
12
Bernardino Housing and Finance Agency as defined in the JPA.
13
14 WHEREAS, the Board of Directors, the City Attorneys of Member Cities and Agency
Counsel have identified provisions of the JPA that require amendment; and
15
16 WHEREAS, amendments to the JPA require approval by the Member Cities;
17 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO DOES HEREBY RESOLVE AS FOLLOWS:
18
19 Section 1. That the Mayor and Common Council hereby approve and adopt the First
20 Amended and Restated Joint Exercise of Powers Agreement of the Riverside-San Bernardino
21 Housing & Finance Agency, attached hereto and incorporated herein by this reference.
22 Section 2. That the Mayor or her designee is authorized to make non-substantive
23 Program and Agreement changes subject to the City Attorney's approval and execute the First
24 Amended and Restated Joint Exercise of Powers Agreement of the Riverside-San Bernardino
25 Housing and Finance Agency on behalf of the City and this Resolution signifies its adoption
and the City Clerk duly appointed, is directed to attest thereto.
-1-
1 RESOLU i ION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING AND ADOPTING THE FIRST AMENDED
2 AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT OF THE
RIVERSIDE-SAN BERNARDINO HOUSING AND FINANCE AGENCY AND
3 AUTHORIZING THE MAYOR OR HER DESIGNEE TO MAKE NON-
SUBSTANTIVE PROGRAM AND AGREEMENT CHANGES SUBJECT TO THE
4 CITY ATTORNEY'S APPROVAL AND EXECUTE THE FIRST AMENDED AND
RESTATED JOINT EXERCISE OF POWERS AGREEMENT OF THE
5 RIVERSIDE-SAN BERNARDINO HOUSING AND FINANCE AGENCY
6
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
8 Common Council of the City of San Bernardino at a meeting thereof, held on the
9 day of , 2000, by the following vote to wit:
Council Members: Ayes Nays Abstain Absent
10
ESTRADA
11
LIEN
12 MCGINNIS
13 SCHNETZ
14 SUAREZ
15 ANDERSON
16 MC CAMMACK
17
18 Rachel G. Clark, City Clerk
19 The foregoing resolution is hereby approved this day of 2000.
20
21
22 Judith Valles, Mayor
Approved as to form and Legal Content:
City of San Bernardino
23
24 James F. Penman
City Attorney
?5
BY
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RfCrA•�.
j
COPY _
FIRST AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
OF THE
RIVERSIDE-SAN BERNARDINO HOUSING & FINANCE AGENCY
This First Amended and Restated Joint Exercise of Powers Agreement of the Riverside-
San Bernardino Housing & Finance Agency (this "Agreement"), dated for convenience as of
June 1, 2000, is made and entered into by the signatories hereto, each a public agency duly
organized and existing under the Constitution and laws of the State of California(each a
"Member" or "City" or "County" and, collectively, the "Members").
RECITALS
WHEREAS, the Members are each authorized and empowered to provide home
mortgage loans to qualified persons and families; finance the construction, rehabilitation,
acquisition, lease, and sale of housing; promote economic development; finance other capital
improvements; and issue revenue bonds to provide the funds therefor; and
WHEREAS, Chapter 5 of Division 7 of Title 1 of the California Government Code
(commencing at Section 6500) (the "Act") provides that two or more public agencies may be
agreement jointly exercise any powers common to the parties to the agreement and may by that
agreement create an entity which is separate from the parties to the agreement; and
WHEREAS, the parties to this agreement have each determined that a joint exercise of
their common powers shall be formed to exercise their respective powers for the purpose of
financing home mortgages with respect to property within the boundaries of the Members and
other participating public agencies.
WHEREAS, by this agreement, the Members desire to create and establish the Riverside-
San Bernardino Housing & Finance Agency for the purpose set forth herein and to exercise the
powers described herein and as provided by law.
NOW,THEREFORE, for and in consideration of the mutual benefits and premises
contained herein, the Members agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this
Section shall have the meaning herein specified for all purposes of this Agreement.
Act
The term "Act'shall mean the Joint Exercise of Powers law set forth at Chapter 5 of
Division 7 of Title 1 of the California Government Code(commencing at Section 6500).
iN#5828 vs -1-
Agency
The term "Agency" shall mean the Riverside-San Bernardino Housing & Finance Agency
created by this Agreement.
Agreement
The term "Agreement" shall mean this Joint Exercise of Powers Agreement as it now
exists or as it may from time to time be amended, supplemented or modified by the addition of
signatory parties or by any supplement agreement or amendment entered into pursuant to the
provisions hereof.
Associate Member
The term "Associate Member" shall mean a Member that chooses to participate in the
Program and chooses not to participate as a voting member on the Board of Directors and not to
accept the obligations attendant thereto.
Board
The term "Board" shall mean the governing board of directors of the Agency as described
in Article 8 hereof.
Bonds
The term "Bonds" shall mean revenue bonds, notes certificates of participation, or other
evidences of indebtedness of the Agency, authorized and issued pursuant to law.
Members
The term "Members" shall mean the governmental entities jointly exercising power
through, and which are signatory to, this Agreement, and shall include both Voting Members and
Associate Members. The Members may also be referred to as the "Cities" or "Counties".
Pro ram
The term "Program" shall mean the Agency's activity of furthering home ownership in
the geographical area of the Members signatory to this Agreement and of financing other capital
improvements, through the sale of revenue bonds, the purchase, construction or rehabilitation of
housing or other capital improvements, the entering into of leases, the sale of housing, the
provision of low-down-payment mortgages for buyers, and the exercise of any other powers
available to the Agency under Article 2 or Article 4 of the Act.
Iry xssis vs
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Voting Member
The term "Voting Member" shall mean a Member that chooses to participate in the
Program and to participate on the Board of Directors with the rights, privileges and obligations
attendant thereto.
Section 1.02. Captions and Headings. Captions and headings used herein are for
convenience of reference only, do not define or limit the scope of any provision hereof, and are
not to considered in construing this Agreement.
ARTICLE 2
PURPOSE
Section 2.01 Pumoses of Agreement and Ajzency. This Agreement is made pursuant to
the Act for the joint exercise of certain powers common to the Members. The Members are
empowered by the laws of the State of California to exercise powers as specified in the Recitals.
It is also the purpose of this Agreement to provide for the inclusion at a subsequent date of such
additional Members as may desire to become signatories to this Agreement and members of the
Agency. The purpose of the Agency is to carry out the Program, which may include a lease
purchase program, for the public good and for the residents who will benefit from the increased
availability of housing affordable for purchase by them.
ARTICLE 3
MEMBERSHIP; WITHDRAWAL
Section 3.01. Contract With All Other Members. Each Member certifies that it intends
to and does contract with all other Members which are signatories to this Agreement and with
such other Members as may later be added as signatories to this Agreement. Each Member also
certifies that the deletion of any Member as a party to this Agreement, except as a joint effort to
terminate the Agreement pursuant to Section 7, shall affect neither this Agreement nor its intent
to contract with the remaining Members to cant'out the purpose of this Agreement. All
Members to this.Agreement acknowledge and agree that additional parties may become
Members to this Agreement without formal amendment hereof upon an affirmative vote of not
less than fifty percent(50%) plus one (1) of the total voting membership of the Board and by the
execution of a counterpart signature page.
Section 3.02. Voting Members. The Voting Members of the Agency are listed on
Exhibit A, attached hereto and shall be entitled to appoint a City Council member, a member of
the Board of Supervisors or a staff member to serve on the Board.
Section 3.03. Associate Members. The Associate Members of the Agency are listed on
Exhibit B, attached hereto, and shall not be entitled to appoint a City Council member, a member
of the Board of Supervisors, a staff member or any other person to serve on the Board, and shall
not have voting power on such Board.
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Section 3.04. Withdrawal. Members of the Agency may withdraw from membership
in the Agency at any time upon thirty (30) days' advance written notice, subject to the following
exceptions:
(a) the restriction on withdrawal contained in Section 7.01 hereof; and
(b) a Member may not withdraw for so long as bonds or other obligations of
the Authority issued pursuant to and under the Program are outstanding and the proceeds
of such bonds or other obligations were used to make loans or finance a project within the
jurisdiction of such Member.
ARTICLE 4
CREATION OF THE AGENCY
Section 4.01. Creation of the Agency. There is hereby created a joint exercise of powers
authority to be known as the Riverside-San Bernardino Housing & Finance Agency. The
Agency shall be a public entity separate from the Members and shall administer this Agreement.
The debts, liabilities, and obligations of the Agency shall not constitute debts, liabilities, or
obligations of any Member.
ARTICLE 5
POWERS OF THE AGENCY; RESTRICTIONS UPON EXERCISE
Section 5.01. Powers of the Agency. The Agency shall have powers common to the
Members and is hereby authorized to do all acts necessary for the exercise of said common
powers including, but not limited to, the following:
(a) the power to make and enter into contracts;
(b) the power to accept the assignment of contracts which relate to the
purposes of the Agency and which are entered into by the Members prior to the formation
of the Agency;
(c) the power to incur debts, liabilities, or other obligations which are not
debts, liabilities or obligations of the members, or any of them;
(d) the power to employ agents and employees;
(e) the power to acquire, construct, manage, maintain, and operate any
building, works or improvements;
(f) the power to acquire, hold, lease (as lessor or lessee),.or dispose of
property, including property subject to home mortgages;
(g) the power to sue and be sued in its own name;
Jry#5829 v5
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(h) the power to incur debts, liabilities or other obligations to finance the
Program and any other powers available to the Agency under Article 2 or Article 4 of the
Act; and
(i) all powers necessary and proper to carry out the terms and provisions of
this Agreement, or otherwise authorized by law.
Section 5.02. No Power of Eminent Domain. The Agency shall have no power of
eminent domain.
Section 5.03. Other Powers. Each Member agrees that:
(a) all of its powers to acquire, construct, rehabilitate, finance, lease, or
dispose of property may be exercised by the Agency;
(b) the Agency may originate or acquire home mortgages with respect to
properties within its geographical boundaries to further the Agency's Program; and
(c) its grant of power to the Agency is to further the purposes of the Agency
and this Agreement and shall not be deemed to limit its power to act independently of the
Agency.
Section 5.04. Restrictions. The powers of the Agency shall be exercised subject to the
restrictions upon the manner of exercising such powers as are imposed upon the City of
Highland, a general law city, provided, however, that if the City of Highland shall cease to be a
member, then the Agency shall be restricted in the exercise of its powers in the same manner as
is the City of Colton, a general law city, as provided in Section 6509 of the Act.
Section 5.05. Investments. Subject to the applicable provisions of any indenture or
resolution providing for the investment of moneys held thereunder, the Agency shall have the
power to invest any money in the treasury that is not required for the immediate necessities of
the Agency, as the Agency determines is advisable, in the same manner as local agencies
pursuant to California Government Code Sections 53601 et sea.
ARTICLE 6
COOPERATION
Section 6.01. Additional Proceedings and Actions. Each Member agrees to undertake
such additional proceedings or actions as may be necessary in order to carry out the terms and
the intent of this Agreement.
Section 6.02. Actions Affecting Ratings. Each Member further agrees to refrain from
taking any actions which would, to its knowledge, tend to adversely affect the rating on any
Bonds sold or to be sold to further the Program of the Agency. The exercise by any Member of
its independent power to issue bonds or other indebtedness shall not be within the restrictions of
the preceding sentence.
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ARTICLE 7
TERMINATION OF POWERS; DISTRIBUTION OF ASSETS
Section 7.01. Termination. The Agency shall continue to exercise the powers herein
conferred upon it until the earlier of June 1, 2049 or such time as all Members shall have
mutually agreed to terminate this Agreement. However, if any Bonds shall have been issued and
are outstanding, then neither this Agreement nor the powers granted hereunder shall terminate,
and Members in whose jurisdictions the proceeds of such Bonds were used to make loans or
finance projects shall not withdraw from the Agency, until all such Bonds and the interest
thereon shall have been paid or provision for such payment shall have been made.
Section 7.02. Distribution of Assets.
(a) In the event that Bonds are not issued, upon termination of this
Agreement, after the payment of all obligations of the Agency, any assets remaining shall
be distributed to the Members in proportion to their respective contributions. If no
contributions have been made, any assets remaining shall be distributed to the Voting
Members in equal proportions.
(b) In the event that Bonds are issued and following payment of all principal
and interest on the Bonds, or following the provision therefor, and after the payment of
all other obligations of the Agency, upon termination of this Agreement, the assets of the
Agency shall be distributed to the Members in proportion to their respective
contributions. If no contributions have been made, any assets remaining shall be
distributed to the Voting Members in equal proportions.
Section 7.03. Continued Existence of Agency. Upon termination, this Agreement and
the Agency shall continue to exist for the limited purpose of distributing the assets of the
Agency and all other functions necessary to close out the affairs of the Agency.
ARTICLE 8
GOVERNING BOARD
Section 8.01. Board of Directors. The Agency shall be governed by a Board of
Directors consisting of one City Council member, member of the Board of Supervisors or staff
member(each, a "Director," and collectively, the "Board") from each of the Voting Members.
Each of the Directors shall be appointed by their respective city council or board of supervisors
forthwith upon approval of this Agreement, and each shall serve at the pleasure of his or her
respective city council or board of supervisors. The legislative body of each Voting Member
shall provide written notice to the Agency of the person appointed to serve as a Director on
behalf of such Voting Member within ten(10)days of such appointment.
Section 8.02. Alternates. The city council or board of supervisors of each Voting
Member shall appoint one alternate to the Board of Directors, who shall be a member of the city
council or the board of supervisors or of the staff of such city or county. When the Director from
Iry#5828 v5
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any Voting Member is not present at a Board meeting, the alternate director appointed by such
Voting Member may serve in his place with the same authority as a Director. The legislative
body of each Voting Member shall provide written notice to the Agency of the person appointed
to serve as an Alternate on behalf of such Voting Member within ten (10) days of such
appointment.
Section 8.03. Compensation and Expenses. Directors may receive compensation for
their services pursuant to an authorizing resolution of the Board providing therefor. Each Voting
Member may be reimbursed for ordinary and reasonable expenses, including travel incident to
service as a Director, pursuant to an authorizing resolution of the Board.
ARTICLE 9
MEETINGS OF THE BOARD
Section 9.01. Reeular Meetinias. The Board shall hold at least one regular meeting
each fiscal year and, by resolution, may provide for the holding of regular meetings at more
frequent intervals. The regular meetings of the Board shall be held in the offices of one of the
Voting Members or at such other place and upon a date and hour as may be fixed from time to
time by resolution of the Board.
Section 9.02. Special Meetings. Special meetings of the Board may be called in
accordance with the provisions of California Government Code Section 54950 et seq. All
meetings of the Board shall be called, noticed, held and conducted subject to the provisions of
the Ralph M. Brown Act, being Sections 54950 et seq. of the California Government Code.
Section 9.03. Minutes. The Secretary of the Agency shall cause minutes of all
meetings of the Board of Directors to be kept and shall, as soon as practicable after each
meeting, cause a copy of the minutes to be distributed to each member of the Board and to each
Member. The Board shall approve the minutes of each meeting at its next regular meeting.
Section 9.04. Quorum. The attendance of a majority of the Voting Members of the
Board shall constitute a quorum for the transaction of business. A majority vote of the Voting
Members in attendance shall be necessary to take Board action, except that less than a quorum
may adjourn a meeting from time to time.
Section 9.05. Votin . Each Voting Member of the Board shall have one vote.
ARTICLE 10
OFFICERS; DUTIES
Section 10.01. Chairperson. Vice-Chairperson and Secretary. The Board shall elect
a Chairperson, a Vice-Chairperson, and a Secretary of the Agency from among its members,who
shall each serve a term of two years and shall continue to serve until their successors are
selected.
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e
(a) The Chairperson shall preside at all meetings, sign documents as may be
necessary for the proper functioning of the Agency, and perform such other duties as may
be imposed by the Board of Directors.
(b) The Vice-Chairperson shall take the place of the Chairperson in the absence of the
Chairperson and perform such other duties as may be imposed by the Board of Directors.
(c) The Secretary shall cause minutes to be kept of all meetings and to be distributed
to the Members and each of the members of the-Board of Directors and perform such
other duties as may be imposed by the Board of Directors.
Section 10.02. Treasurer. The Treasurer of the Agency shall be the person appointed
by the City of Highland, California, to represent it on the Board. If the City of Highland ceases
to be a Member of the Agency or resigns from the office of Treasurer, the Treasurer shall be
such other person or entity designated by the Board.
(a) Subject to the applicable provisions of the any Bond indenture or resolution
providing for a trustee or other fiscal agent, the Treasurer shall have custody of all the
money of the Agency, from whatever source, and, as such, shall have the powers, duties
and responsibilities specified in Section 6505.5 of the California Government Code.
(b) The Treasurer of the Agency is designated as the public officer of person who has
charge of, handles, or has access to any property of the Agency, and as such, shall file a
fidelity bond with the Secretary of the Agency in an amount to be fixed by the Board.
The cost of such bond shall be a proper charge against the Agency. To the extent
permitted by an existing fidelity bond, the Treasurer may satisfy this requirement by
filing a fidelity bond obtained in connection with another public office, provided that the
Agency is added to such bond as a beneficiary and the amount of the bond is increased by
the bond amount established by the Board.
Section 10.03. Auditor. The Auditor of the Agency shall be Craig Accountancy of
Anaheim, California, subject to the terms of a professional services agreement which shall be
approved by the Board. Notwithstanding anything to the contrary in this Agreement, the Board
shall have the power and authority to remove Craig Accountancy from the office of Auditor and
appoint such other person or entity as the Board may designate.
ARTICLE 11
FISCAL YEAR
The fiscal year of the Agency shall be the period from July 1 of each year through and
including the following June 30; provided, however, that if the date of this Agreement is other
than any July 1, the first fiscal year shall be the period from the date of this Agreement through
and including the following June 30.
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ARTICLE 12
BONDS
Section 12.01. Issuance of Bonds. The Agency shall have the power to issue Bonds or
other forms of indebtedness authorized by law, at any time, for the purpose of raising funds
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necessary to carry out its powers and purpose under the Agreement.
Section 12.02. Appointment of Underwriter. Chilton & Associates, Inc. is hereby
appointed as underwriter of the Bonds issued by the Agency, provided however, that such
appointment shall be subject to the terms of an agreement between Chilton & Associates, Inc.
and the Agency which shall be approved by the Board prior to the issuance of the Bonds.
ARTICLE 13
AGREEMENT NOT EXCLUSIVE
Section 13.01. Agreement Not Exclusive. This Agreement is not the exclusive means
by which the Members may perform duties relating to housing imposed by law. Each of the
Members reserves the right to carry out other housing financing programs, to issue other
obligations, and to form other joint powers authorities to perform such duties.
Section 13.02. Effect On Other Agreements. This Agreement does not alter or modify
the terms of other agreements which may exist between any Member and any third party except
as expressly provided herein.
ARTICLE 14
CONTRIBUTIONS, ADVANCES, PRIOR EXPENSES
Section 14.01. Contributions and Advances. Contributions or advances of public funds
and of personnel, services, equipment or property may be made to the Agency by any Member
for any of the purposes of this Agreement. Funds collected from participating developers,
lenders, or others may be used to defray the cost of any such contribution. An advance may be
made subject to repayment and in such case shall be repaid if subsequently approved by the
Agency. If the repayment is approved by the Agency, the manner of repayment shall be as
agreed upon by the contributing Member and the Agency at the time of the advance.
Notwithstanding any other contrary provision of this Agreement, no Member shall be obligated
to make contributions to the Agency, except as may be required pursuant to Section 15.02 or
Section 17.02 hereof.
Section 14.02. Expenses. Expenses incurred prior to a Bond sale, such as the costs of a
Bond rating, printing an official statement and a preliminary official statement, a market study, a
feasibility study, attorneys' fees, or other prior expense, shall be charged as costs of issuance of
the bonds,payable from the proceeds of the sale of such Bonds.
ARTICLE 15
ACCOUNTING AND REPORTING
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IL Section 15.0 1. Accounting; Inspection by Members. The Agency shall establish and
maintain such funds and accounts as may be required by generally accepted accounting practice
and by any provision of any resolution or indenture securing the Bonds of the Agency. The
books and records of the Agency shall be open to inspection by the Members at all reasonable
times.
Section 15.02. Annual Audit. The Agency shall be responsible for the strict
accountability of all funds and the reporting of all receipts and disbursements. Pursuant to
Section 6506 of the Act, the Agency shall cause an independent audit by a certified public
accountant to be made of its books and accounts each year. The minimum requirements of the
audit shall be those prescribed by the State Controller for special districts under Section 26909 of
the California Government Code or its successor statute and shall conform to generally accepted
auditing standards. The audit shall be provided to the Members within five months after the
close of each fiscal year. Any cost of the audit, including contracts with certified public
accountants, shall be borne by the Agency and shall be a charge against any unencumbered funds
of the Agency available for such purpose. To the extent that the Agency does not have adequate
funds to pay the cost of the audit, the Members shall bear the cost of any such deficiency equally.
Section 15.03. Inspection by Bondholders. All the books, records, accounts and files
referred to in this Section shall be open to the inspection of holders of the Bonds to the extent
and in the manner provided in any resolution or indenture providing for the issuance of Bonds.
ARTICLE 16
DEFAULT AND REMEDIES
Section 16.01. Default. If any Member shall default on any covenant contained in this
Agreement, such default shall not excuse the defaulting Member from fulfilling its obligations
under this Agreement and all Members shall continue to be liable for the performance of all
conditions and covenants of the Agreement.
Section 16.02. Enforcement of Agreement. The Members declare that this Agreement
is entered into for the benefit of the Riverside-San Bernardino Housing & Finance Agency and
grant to the Agency the right to enforce, by whatever lawful means the Agency deems
appropriate, all of the obligations of each of the Members established by this agreement.
Section 16.03. Remedies Cumulative. Each and all of the remedies given to the
Agency by this Agreement or by any law now or hereafter enacted are cumulative, and the
exercise of one right or remedy shall not impair the right of the Agency to exercise any or all
other remedies.
ARTICLE 17
DEBTS AND LIABILITIES, INSURANCE AND INDEMNIFICATION
Section 17.01. Debts and Liabilities. No Member shall be liable for any indebtedness
of the Agency except with the prior written consent of the Member's legislative body. All
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persons dealing with or having a claim against the Agency are hereby notified that no Member is
liable for the debts of the Agency.
Section 17.02. Insurance. The Board shall maintain appropriate insurance to protect the
Members from liabilities and obligations arising from the performance of this Agreement. The
cost of such insurance shall be paid by the Agency to the extent sufficient funds are available
therefor. To the extent that the Agency does not have sufficient funds available to maintain such
insurance, the cost thereof shall be borne equally by the Members.
Section 17.03. Indemnification. Each of the Members shall defend, indemnify and hold
each of the other Members and the Agency harmless from any and all claims, losses, suits,
injuries, deaths, damages, costs and expenses (each, a "Claim"), including reasonable attorney
fees, arising from or as a result of(in whole or in part), any acts, errors or omissions of the
indemnifying Member or its officers, agents, servants, employees or contractors during the
course of carrying out this Agreement, to the extent of such indemnifying Member's negligence
or willful misconduct. The Agency shall defend, indemnify and hold harmless each of the
Members from any and all Claims, including reasonable attorney fees, arising from or as a result
of(in whole or in part), any acts, errors or omissions of the Agency or its officers, agents,
servants, employees or contractors, to the extent of the Agency's negligence or willful
misconduct. The indemnities granted under this Section shall extend to the officers, agents,
servants, employees and contractors of each indemnified party.
ARTICLE 18
MISCELLANEOUS PROVISIONS
Section 18.01. Effective Date. The effective date("Effective Date") of this Agreement
shall be the first date on which any three public agencies, eligible to enter into this Agreement
pursuant to the Act, adopt and sign this Agreement as a Voting Member pursuant to Section 3.02
hereof.
Section 18.02. Severability. If any part, term, or provision of this Agreement is
determined by a court of law to be illegal or in conflict with any law of the State of California or
otherwise unenforceable, the validity of the remaining parts, terms or provisions shall not be
affected.
Section 18.03. Binding Effect. The Agreement shall be binding upon and shall inure to
the benefit of the successors of the parties.
Section 18.04. Assignment and Delegation. Except to the extent expressly provided in
this Agreement, a Member may not assign any right or delegate any obligation hereunder
without the consent of the Board.
Section 18.05. Amendment and Modification of the Agreement. This Agreement may
be amended by a supplemental agreement executed by all Members at any time(1)prior to the
issuance of Bonds, or(2)after the issuance of Bonds but subject to the conditions and
`� restrictions set forth in the resolution or resolutions authorizing the issuance of Bonds and in any
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indenture. Additional Members may be added as parties to this Agreement upon an affirmative
vote of not less than fifty percent (50%)plus one (1) of the total voting membership of the Board
and by the appropriate execution by the proposed additional Member of a signature page, and no
formal amendment or modification of this Agreement shall be required to accomplish such
purpose.
Section 18.06. Approvals. Whenever an approval is required by this Agreement, unless
the context specifies otherwise, it shall be given by resolution duly and regularly adopted by the
City or County whose consent is required. Whenever an approval is required by the Agency, it
j shall be by resolution duly and regularly adopted by the Board unless such approval can be given
by the administrative entity.
Section 18.07. Governing Law. This Agreement shall be governed by, and construed
under and in accordance with, the laws of the State of California.
Section 18.08. Counterparts. This Agreement may be executed in one or more
counterparts, and such counterparts, taken together, shall constitute but one and the same
Agreement.
IN WITNESS WHEREOF, the parties to this Joint Exercise of Powers Agreement have
caused this Agreement to be executed as of the date set forth below by the signature of their
respective authorized officers.
Dated:
CITY OF
ATTEST: MAYOR
CITY CLERK
APPROVED AS TO FORM:
CITY ATTORNEY
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EXHIBIT A
Voting Members of the Agency
City of Chino
City of Colton
City of Highland
City of Moreno Valley
City of Norco
City of Perris
City of Riverside
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EXHIBIT B
Non-Voting Members of the Agency
County of Riverside
City of San Bernardino
EXHIBIT B
Associate Members of the Agency
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O3.'2 00 15:dU t''A: V4�1 50J Jjou lyLt(l1C,n1LL1ALLJ o Ju1�c,�JU 'L"lu�c
' LAW OFFICES
BURKE,.WILLIAMS& SORENSEN, LLP
RIVERSIOE COUNTY OFFICE 18301 VON KARMAN AVENUE.SUITE 1050 VENTURA COUNTY OFFICE
403 TENTH STREET.SUITE 300 IRVINE CALIFORNIA 92612.1009 2310 EAST PONDEROSA DRIVE.SUITE 25
ERSIDE.CALIFORNIA 92501.3629 Tel: (949)8633363 CAMARILLO.CALIFORNIA 93030 1747
Tel: (909)788.0100 Fan: (949)863.3350 Tel: (805)987-3468
Fax: (909)788.5785 Fax: (805)482.9834
LOS ANGELES OFFICE
611 WEST SIXTH STREET.SUITE 2500
LOS ANGELES,CALIFORNIA 900173102 OUR FILE NO.:
Tel: (213)236.0600
Fax: (213)236.2700
June 26, 2000
' I
Paula Rae Espuioza
Assistant Project Manager
Housing & Community Development
CITY OF SAN BERNARDINO
Economic Development Agency
201 North E Street, Suite 301
Sari Bernardino, California 92401-1507
Re: First Amended and Restated Joint Exercise of Powers Agreement of the Riverside-
San Bernardino Housing& Finance Agency
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De�rMs. Espinoza:
I am writing to you in response to your letter of June 23, 2000, containing several
questions raised by the Senior Assistant City Attorney in connection with the First Amended and
Restated Joint Exercise of Powers Agreement of the Riverside-San Bernardino Housing&
Finance Agency(the"First Amended Agreement").
The first question was whether it is necessary for the City of San Bernardino (the"City")
to authorize the First Amended Agreement when the City of a non-voting member. We believe
that approval of an amendment to a joint exercise of powers agreement by all members, voting
and non-voting, is a legal requirement pursuant to an opinion issued by the California Attorney
General. (See Cal. A.G. Opinion No. 98-807, November 18, 1998.) In the opinion,the question
was asked whether a joint powers agency may be comprised of different classes of members,
inc�uding"limited"or"associate"members that are not parties to the agreement creating the
agency. The Attorney General concluded that a joint powers agency may not allow a public
entity to become a"limited"or"associate"member without becoming a party to the agreement
creating the agency. Thus, we have requested approval of the First Amended Agreement by the
voting members and the non-voting members.
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ZRV #670 V1
0 0 15: 10 FAX 949 8153 33bU bLX1%h,1ViLLir"3 a Ouxr,.NOU •k.,41 U.,
Paula Rae Espinoza, Assistant Project Manager
Housing &Community Development
CITY OF SAN BERNARDINO
Economic Development Agency
June 26, 2000
Page 2
The second question was whether the attendance of a majority of the voting members for
a transaction of business to go forward is appropriate. The intent of the provision was to require
an absolute majority of all members to conduct a meeting and a majority of the voting members
present to lake action on any item. The intent could be clarified in the bylaws with approval of
the'Board of Directors. I caution against modifying the First Amended Agreement as several
cities have approved it and all of the cities need to adopt the same terms if the agreement is to be
v a4d.
The final issue related to the First Amended Agreement naming the Auditor and
Underwriter for the Agency. With respect to the Auditor, the Joint Exercise of Powers Law,
Government Code section 6500 et seq., requires that the Treasurer and Auditor be designated in
the:First Amended Agreement. Thus, the Auditor has been so designated. With respect to the
Underwriter, the designation was included in the First Amended Agreement as a practical matter.
Chilton& Associates, Inc. developed the lease-purchase program and expended considerable
resources in doing so. Accordingly.,the provision was included in the original agreement.
However,the Riverside-San Bernardino Housing &Finance Agency needs flexibility in dealing
with its consultants. Therefore, the language requiring the Underwriter to be subject to the terms
of an agreement approved by the Board was added to the First Amended Agreement. If this is
not.satisfactory, I would recommend a further amendment subsequent to the initial bond issue
because of the need for the terms of the agreement to be the same for all of the cities and because
of the aggressive schedule to issue the bonds.
We hope this letter has been informative. Please call me if you or the City Attorney's
0
7 ce have any questions relating to this or any other matter.
Sincerely yours,
JY
{ Robert F. Messinger
for BURKE,WILLIAMS & SORENSEN, LLP
cc:) Louis Shepard, Executive Director
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