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HomeMy WebLinkAbout97-093 - ResolutionsRESOLUTION NO. 97-093 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CUCAMONGA APPROVING AGREEMENT BY AND BETWEEN THE CITY OF RANCHO CUCAMONGA AND THE CALIFORNIA CITIES HOME OWNERSHIP AUTHORITY, A JOINT POWERS AUTHORITY WHEREAS, the City of Rancho Cucamonga seeks to promote home ownership to improve the City's housing stock and to further economic development for the welfare of its residents; and WHEREAS, the City of Rancho Cucamonga has adopted the promotion of home ownership as one of its priority goals; and WHEREAS, there is a growing need for the cities in the Southern California region to find new and cooperative ways to develop programs that will increase home ownership and improved community life; and WHEREAS, the California Cities Home Ownership Authority is a cooperative approach between cities that will increase home ownership and thereby improve the quality of community life for those cities participating in the Authority; and WHEREAS, the City of Rancho Cucamonga will further is goal of promoting home ownership within the community through membership in the California Cities Home Ownership Authority; and WHEREAS, the California Cities Home Ownership Authority provides for home ownership programs individually tailored for each member city. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHOCUCAMONGA AS FOLLOWS: SECTION I. The City Council hereby approves Agreement File No. CO 97-032 entitled "A Joint Powers Agreement Creating the California Cities Home Ownership Authority" (the "Agreement") in substantially the form attached hereto as Exhibit A. SECTION 2. The Mayor, or presiding office, is hereby authorized to affix his signature to this resolution signifying its adoption by the City Council of the City of Rancho Cucamonga, and the City Clerk, or her duly appointed deputy, is directed to attest thereto. Resolution No. 97-093 Page 2 PASSED, APPROVED, AND ADOPTED this 16th day of July, 1997. AYES: Alexander, Biane, Curatalo, Gutierrez, Williams NOES: None ABSENT: ABSTAINED: None ATTEST: None ~~ _~_ o William J. A//~ander, Mayor I, DEBRA J. ADAMS, CITY CLERK of the City of Rancho Cucamonga, California, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the City Council of the City of Rancho Cucamonga, California, at a regular meeting of said City Council held on the 16th day of July, 1997. Executed this 17th day of July, 1997, at Rancho Cucamonga, California. Debra~J. Ada .~C~C, Cit~~y Cler'r~k ~ Exhibit A Resolution No. 97-093 Page 3 Joint Powers Agreement Creating The California Cities Home Ownership Authority This Agreement, dated for convenience as November 1, 1996, is made and entered into by the public entities organized and existing under the laws of the State of California, hereinafter collectively referred to as "Parties," and individually as "Party" or "City,? which are signatories to this Agreement. RECITALS Whereas, the Parties to this agreement are each authorized and empowered to provide home mortgage loans to qualified persons and families and to finance the construction, rehabilitation, acquisition, lease, and sale of housing and to issue revenue bonds to provide the funds therefor; and Whereas, California Government Code §6500 et seq provides that two or more public agencies may by 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 (1) that the public interest and economy will be served by, and require, the joint exercise of their common powers and (2) that a separate agency shall be created which shall have and exercise the Parties' common powers; Now, Therefore, for and in consideration of the mutual benefits and promises contained herein, the parties agree as follows: SECTION 1 Resolution No. 97-093 Page 4 DEFINITIONS Unless the context otherwise requires, the terms defined in this Section shall have the meanings herein specified for all purposes of this Agreement. Agreement The term Agreement shall mean this Agreement as it now exists or as it may from time to time be amended by the addition of signatory parties or by any supplemental agreement entered into pursuant to the provisions hereof. Authority The term Aufiwrif¥ shall mean the California Cities Home Ownership Authority created. by this Agreement. Board The term Board shall mean the governing board of directors of the Authority as described in Section 8. Bonds The term Bonds shall mean revenue bonds, notes, or other evidences of indebtedness of the Authority, authorized and issued pursuant to law. Parties The term Parties shall mean the governmental entities jointly exercising power through, and which are signatory to, this Agreement. The parties may also be referred to as "Cities." Program The term Program shall mean the Authority's activity of furthering home ownership in the geographical area of the Parties signatory to this Agreement through the sale of revenue bonds, the purchase, construction or rehabilitation of housing, entering into leases with leasees who desire to buy the housing, sale of housing, and provision of low-down-payment mortgages for buyers. 2 SECTION 2 Resolution No. 97-093 Page 5 PURPOSE 1. This Agreement is made pursuant to California Government Code §6500 et set] for the joint exercise of certain powers common to the Parties. The Parties are empowered by the laws of the State of California to exercise powers as specified in the Recitals. 2. The purpose of this Authority is to carry out the Program for the public good and for the residents who will benefit from the increased availability of housing affordable for purchase by them. 3. It is also the purpose of this Agreement to provide for the inclusion at a subsequent date of such additional Parties as may desire to become signatories to this Agreement and members of the Authority. SECTION 3 PARTIES TO THE AGREEMENT Each Party to this Agreement certifies that it intends to and does contract with all other Parties which are signatories to this Agreement and with such other Parties as may later be added as signatories to this Agreement. Each Party also certifies that the deletion of any Party from 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 Parties to carry out the purpose of this Agreement. SECTION 4 CREATION OF THE AUTHORITY There is hereby created an authority and public entity to be known as the California Cities Home Ownership Authority. The Authority shall be a public entity separate from the Parties to this agreemen. t. The debts, liabilities, and obligations of the Authority shall not constitute debts, liabilities, or obligations of any Party to this Agreement. 3 SECTION 5 Resolution No. 97-093 Page 6 POWERS OF THE AUTHORITY; RESTRICTION UPON EXERCISE 1. The Authority shall have the powers common to the Parties and is hereby authorized to do all acts necessary for the exercise of those common powers, including, but not limited to, the following: a. To make and enter into contracts, b. To accept the assignment of contracts which relate to the purposes of the Authority and which were entered into by the Parties prior to formation of the Authority, c. To incur debts, liabilities, or other obligations which are not debt, liabilities or obligations of the Parties, d. To employ agents and employees, e. To acquire, construct, manage, maintain, and operate any building, works or improvements, f. To acquire, hold, lease (as leasor or leasee), or dispose of property, including property subject to home mortgages, g. To sue and be sued in its own name, and h. To exercise all powers necessary and proper to carry out the terms and provisions of this Agreement, or otherwise authorized by law. 2. The Authority shall have the power to enter into membership agreements with any public agency upon the approval of the Board. 3. Each Party agrees that: a. All of its powers to acquire, construct, rehabilitate, finance, lease, or dispose of property may be exercised by the Authority, b. The Authority may originate or acquire home mortgages with respect to properties within its geographical boundaries to further the Authority's Program, and c. Its grant of power to the Authority is to further tile Purposes of the Authority and shall not be deemed to limit its power to act independently of the Authority. 4. The powers of the Authority shall be exercised subject only to the restrictions upon the manner of exercising such powers as are imposed upon the City of Bellflower, as provided in Cal. Government Code §6509. 5. Subject to the applicable provisions of any indenture or resolution providing for the investment of moneys held thereunder, tile Authority shall have the power to invest any money in the treasury that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner as local agencies pursuant to Cal. Government Code §53601 et seq. Resolution No. 97-093 Page 7 SECTION 6 COOPERATION 1. Each Party 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. 2. Each Party further agrees to refrain from taking any actions which would, to its knowledge, tend to adversely affect the rating on the Bonds which will be sold to further the Program of the Authority. SECTION 7 TERMINATION OF POWERS; DISTRIBUTION OF ASSETS 1. The Authority shall continue to exercise the powers herein conferred upon it until June 30, 2046, or until all the Parties shall have mutually rescinded this Agreement. However, if any Bonds are issued and delivered, then neither this Agreement nor the exercise of powers granted by it, shall be terminated until all Bonds and the interest thereon shall have been paid or provision for such payment shall have been made. 2. In the event that Bonds are not issued, upon termination of this Agreement all assets of the Authority shall be distributed to the respective grantors or assignors in proportion to their respective contributions. 3. In the event that Bonds are issued and following payment of all principal and interest on the Bonds, upon termination of this Agreement and accomplishment of its Purpose all assets of the Authority shall be distributed to the Parties in proportion to the principal amount of home mortgages originally made in their city. 4. Upon termination, this Agreement and the Authority shall continue to exist for the limited purpose of distributing the assets of the Authority and all other functions necessary to close out the affairs of the Authority. 5 SECTION 8 Resolution No. 97-093 Page 8 GOVERNING BOARD 1. The Authority shall be governed by a Board of Directors consisting of one city council member from each of the Cities. Each of the initial Directors shall be approved by their respective city councils forthwith upon approval of this Agreement, and each shall serve at the pleasure of his respective city council. 2. Each city council shall appoint one alternate to the Board of Directors, who shall be a member of the city council. When the Director is not present at a Board meeting, the alternate director appointed by that City may serve in his place with full authority. 3. The members of the Board of Directors shall receive no compensation for their services. Each member may be reimbursed for actual expenses, including travel incident to service as a Director, pursuant to an authorizing resolution by the Board of Directors. SECTION 9 MEETINGS OF THE BOARD 1. 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 Parties or at such other place and upon a date and hour as may be fixed from time to time by resolution of the Board. 2. Special meetings of the Board may be called in accordance with the provisions of Cal. Government Code §54950 e! seq. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act, Cal. Government Code §54950 e! seq. 3. The Secretary of 'the Authority 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 Party. 4. The attendance of a majority of the Board shall constitute a quorum for the transaction of business. A majority vote of those in attendance shall be necessary to take Board action, except that less than a quorum may adjourn from time to time. 5. Each member of the Board shall have one vote. 6 SECTION 10 Resolution No. 97-093 Page 9 OFFICERS; DUTIES 1. The Board shall elect a Chairperson, a Vice Chairperson, and a Secretary of the Authority from among its members. a. The Chairperson shall preside at all meetings, sign documents as may be necessary for the proper functioning of the Authority, 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 Parties and each of the members of the Board of Directors and perform such other duties as may be imposed by the Board of Directors. 2. The Treasurer-Controller of the Authority shall be the Treasurer of the City of Bellflower or such other person or entity designated by the Board. a. Subject to the applicable provisions of any Bond indenture or resolution providing for a trustee or other fiscal agent, the Treasurer-Controller 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 Cal. Government Code §6505.5. b. The Treasurer-Controller of the Authority is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and as such, shall file a fidelity bond with the Secretary of the Authority in an amount to be fixed by the Board. The cost of such bond shall be a proper charge against the Authority. To the extent permitted by an existing fidelity bond, the Treasurer-Controller may satisfy this requirement by filing a fidelity bond obtained in connection with another public office, if the amount of that bond equals or exceeds the bond amount established by the Board of Directors. SECTION 11 FISCAL YEAR The fiscal year of the Authority shall be the period from July 1 of each year through the following June 30, except for the first fiscal year, which shall be the period from the date of this Agreement to June 30, 1997. SEC'FION 12 Resolution No. 97-093 Page 10 ADMINISTRATION 1. In accord with Cal. Government Code §6506, the administrative entity of the Authority shall be a California non-profit corporation. 2. The administrative entity shall be responsible for implementation of the Program of the Authority. In carrying out its responsibilities for administration of the Program, the administrative entity may contract with others, deemed by it to be qualified, to perform some or all of the administrative functions required for implementation of the program. 3. The Board may change the administrative entity. 4. J.K. Chilton & Associates, Inc. shall serve as underwriter of the Bonds issued by the Authority. SECTION 13 BONDS The Authority shall have the power to issue Bonds or other forms Of indebtedness authorized by law, at any time, for the purpose of raising funds necessary to carry out its powers and purpose under this Agreement. SECTION 14 AGREEMENT NOT EXCLUSIVE 1. This Agreement is not the exclusive means the Parties may use to perform their housing responsib!lities under law. Each of the Parties reserves the right to carry out other housing financing programs, to issue other obligations, and to form other joint powers authorities to perform their housing responsibilities. 2. This Agreement does not alter the terms of other agreements which may exist between the Parties except as expressly provided herein. SECTION 15 8 Resolution No. 97-093 Page 11 CONTRIBUTIONS, ADVANCES, PRIOR EXPENSES 1. Contributions or advances of public funds and of personnel, services, equipment or property may be made to the Authority by the Parties 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 in the manner agreed upon by the contributing Party and the Authority at the time of the advance. 2. Expenses incurred prior to a Bond sale, such as the cost of a Bond rating, printing the official statement, a market study, a feasibility study, or other prior expense, shall be charged as costs of issuance of the bonds, payable from the bonds. SECTION 16 ACCOUNTING AND REPORTING 1. The Authority shall establish and maintain such funds and accounts as my be required by generally accepted accounting practice and by any provision of any resolution or indenture securing the Bonds of the Authority. The books and records of the Authority shall be open to inspection by the Parties at a reasonable times. 2. The Authority 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 Cal. Government Code §26909 or its successor statute and shall conform to generally accepted auditing standards. The audit shall be provided to the Parties within 5 months after the close of each fiscal year. 3. Any cost of the audit, including contracts with certified public accountants, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Agency available for such purpose.. If the Authority does not have adequate funds to pay (he cost of the audit, the Parties shall pay their prorata shares of the audit expense. A Party's prorata share shall be one divided by the total number of Parties, multiplied by 100 percent. 4. 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. SECTION 17 9 Resolution No. 97-093 Page 12 BREACH 1. If any Party shall default on any covenant contained in this Agreement, such default shall not excuse the defaulting Party from fulfilling its obligations under this Agreement and all Parties shall continue to be liable for the performance of all conditions and covenants of the Agreement. 2. The Parties declare that this Agreement is entered into for the benefit of the California Cities Home Ownership Authority and grant to the Authority the right to enforce, by whatever lawful means the Authority deems appropriate, all of the obligations of each of the Parties. 3. 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 Authority to exercise any or all other remedies. SECTION 18 LIABILITY, INSURANCE AND INDEMNIFICATION 1. No Party shall be liable for any indebtedhess of the Authority except that which is consented to by its City Council. All persons dealing with or having a claim against the Authority are hereby notified that no Party to this Agreement is liable for the debts of the Authority. 2. The Board shall maintain appropriate insurance to protect the Parties from such liabilities and obligations. The cost of such insurance shall be paid on a prorata basis by the Parties. A Party's prorata share shall be one divided by the total number of Parties, multiplied by 100 percent. 3. Each of the Parties shall defend, indemnify and hold each of the other Parties and the Authority harmless from, or as a result of, the death of any person, or any accident, injury, loss, or. damage whatsoever caused to any person or to the property of any person which shall be caused or contributed to by any acts done or any errors or omissions of the indemnifying Party or its officers, agents, servants, employees or contractors during the course of carrying out this Agreement. 4. The administr;~tive entity may establish a separate corporation for the purpose of owning houses purchased under the Program. The cost of establishing a separate corporation and any annual State or Federal fees and taxes owed by it shall be paid by the Parties on a prorata basis. A Party's prorata share shall be one divided by the total number of Parties, multiplied by 100 percent. 10 SECTION 19 Resolution No. 97-093 Page 13 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 2O SUCCESSORS; ASSIGNMENT 1. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. 2. Except to the extent expressly provided in this Agreement, a Party may not assign any right or obligation hereunder without the consent of the Board. SECTION 21 AMENDMENT This Agreement may be amended by a supplemental agreement executed by all the Parties: a. At any time prior to the issuance of Bonds, or b. At any time after the issuance of Bonds but subject to the conditions and restrictions set forth in tile resolution or resolutions authorizing tile. issuance of Bonds and in any indenture. SECTION 22 FORM OF APPROVALS 1. Whenever an aplSroval is required by this Agreement, unless tile context specifies otherwise, it shall be given by resolution duly and regularly adopted by the City whose consent is required. 2. Whenever an approval is required 'by the Authority, it shall be by resolution duly and regularly adopted by the Board unless such approval can be given by the administrative entity. I1 Resolution No. 97-093 Page 14 SECTION 23 SECTION TITLES Section titles in this Agreement are for convenience or reference only and are not intended to define or limit the scope of any provision of the Agreement. SIGNATURES By the signatures of their authorized officers, the Parties enter into this Agreement. City of Rancho Cucamonga Debra J. Adams, City Clerk William J. Alexander, Mayor Approved as to form: James Markman, City Attorney