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HomeMy WebLinkAbout97-1142~ .. ~;,, y::, ~~ ~. ~„~ ~~_ . , ~E'SO~11f10t1 ~(?. 97-114 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT EXERCISE OF POWERS AGREEMENT WITH THE CALIFORNIA RURAL HOME MORTGAGE FINANCE AUTHORITY WHEREAS, the County of Butte (the "County"} desires to participate as an Associate Member, with other counties, cities and local agencies, pursuant to the laws of the State of California, in the California Rural Home Mortgage Finance Authority (the "Authority"); and WHEREAS, there has been presented to this meeting a form of the Joint Exercise of Powers Agreement (the "Agreement"}, which Agreement, as amended March 1, 1995, creates and establishes the Authority and which puts terms and conditions for Associate Membership in the Authority; and WHEREAS, the purpose of the Authority is to assist the County and the other members of the Authority in providing for the financing, acquisition, and construction and rehabilitation of homes for the benefit of the inhabitants of the County and the other members, including but not limited to issuing bonds to encourage home ownership for first-time home buyers within the County and the boundaries of the other members of the Authority. NOW THEREFORE BE IT RESOLVED by the Board of Supervisors of the County Page 1 of Butte, as follows: Section 1. The Board of Supervisors of the County hereby finds and declares that execution of the Agreement satisfies various public purposes, including, without limitation, encouraging home ownership far first-time home buyers within the County. Section 2. The Board of Supervisors of the County hereby finds and declares that the County is in full compliance with all reporting requirements of the California Debt Limit Allocation Committee (as applicable) and acknowledges that to subsequently become not in compliance may result in the suspension of the County from the Authority and its program. Section 3. The form of the Agreement, on file with the Clerk of the Board of Supervisors of the County and incorporated into this Resolution by reference, is hereby approved. The Chair of the Board of Supervisors is hereby authorized to execute and deliver the Agreement in substantially said form, with such changes, or additions thereto that hereafter may become necessary in the interests of the County and which are reviewed and approved by the County Counsel any such changes or additions to be conclusively evidenced by the execution and delivery of the Agreement. Section 4. The Board of Supervisors of the County acknowledge that entering the Agreement as an Associate Member of the Authority is subject to the terms and conditions of Associate Membership as set forth in the Agreement and in the By-laws. Particularly, Section I(8) of the By-laws, as amended June 8, 1995. Section 5. This Resolution shall take effect from and after its adoption. Page 2 PASSED AND ADOPTED by the Board of Supervisors of the County of Butte, State of California, on the 26th day of August votes: 1997 by the following AYES: Supervisors Feeler, Dolan, Houx, Josiassen and Chair Davis NOES : None ABSENT : None NOT VOTING : None ATTESTED: ~, _ _.,. ~- ._ ._ / / -FRED DAM S , Chair Butte County Board of Supervisors JOHN BLACKLOCK Chief Administrative Officer and the Clerk of the Board APPRO~IED AS TO FORM jr `. f By ~~ _ - ~---..., County Counsel (crhmfa.res} Page 3 JOINT EXERCISE OF POWERS AGREE1~tENT CALIFOR.tiIA RURAL H0141E MORTGAGE FINANCE AUTHORITY (Amended March 1, 1995*) T~I.S JOINT E.YERCISE OF POWERS AGREEI~`iT, dated for convenience as of July 1, 1993, by and among the California Local Government Finance Authority, the County Members (hereinafter defined), the Associate Members (hereafter defined) and any other public agencies that may hereafter be added as a County Member or Associate Member pursuant to the terms hereaf (with all parties to the agreement collectively referred to herein as the "Members"} identified on the signature page hereto and incorporated by reference herein. WITNESSETH: WHEREAS, the Joint Exercise of Powers Act (commencing with Article 1 of Chapter ~ of Division 1 of Title 1 of the Government Code of the State of California) (the "Act") authorizes the :Members to create a joint exercise of powers entity to be designated the "California Rural Home :Mortgage Finance Authority" (the "Authority) which has the power to jointly exercise any powers common to any or all of the Members; WE-~R.EAS, the ~1e:nbers are each empaw-ered by law to finance the construction, acquisitioe_ improvement and rehabilitation of homes: WI-IERE.-~S, the 1~fembers have determined that a joint ~~er cise of power s authont~, should b~ formed to exercise their respective powers for the purpose of financing home mcrt~ages with respect to property within the boundaries of the ~tumburs and other participating public agencies; WARE.-~S, by this ~greoment the :Members desire to create and establish the California Rural Home Ltortgage Finance Authority for the purposes set forth herein and to exercise thu powers described herein and as prov-ided by law. NOW, THEREFORE the :Members for and in consideration of thu mutual premises and agTeumunts herein contained so uach agrue as follows: SECTION 1.Definitions unless the content othe~-ise requires, the terms defined in this Suction 1 shall far all purposes of this Agreement have the muanings herein spucified. "Act" tileans the Joint Exercise of Powers Act commencing with Article l of Chapter ~ of Division 7 of Title I of the Government Cade of the State of California, including the '~tar4cs-Roos Local Bond Paoiing Act of 1985, as amended. "Agreement" means this Joint Exercise of Powers Agreement, as the same no~v exists or as it may from time to time be amended by any supplemental agreement entered into pursuant to thu provisions hureof. "Authority" means the California Rural Home titortgage Finance Autl:eriR- created by this Agreement. "Associate :Member" means a nan-Regional Council of Rural Counties mumber county, city or * Conformed copy. 'vtarch 1. 199"' JOI'+T E`tF2C?SF CF POCC'ERS :~ G:~F`~iFv TC+3t.?FORM;. R.~~i.L HC:~IE :~1CRTv..Gc Fltir~.tiCc .~L- i r',Cftt i ;" 1".~VG t other public entity having housing powers admitted to associate membership in the Authority pursuant to a vote of the Board establishing that admission. "Board" means the governing board of the Authority as described in Section 7. "Board member" means a duly appointed director of the Board. "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 given to the term "Bonds" under the Act. "California Local Government Finance Authority" means the California Local Government Finance Authority, a joint powers authority, organized and established under the provisions of he act. "County .Member" means each county which is a member of the Regional Council of Rural Counties (R.CRC} and which is a party to this Agreement, including the initial Counties identined on the signature page of this Agreement and each additional RCRC member county added pursuant to the provisions of this Agreement. "Member" means each County Member or Associate tifember which is a partt,~ to this A«r~ement. "Regional Council of Rural Countries" means that agency ineorperated under that n~.:r::z which shall staff the Authority. SECTION ?. Pur ose The purposes of this Agreement is to provide financing for the construction, acquisition and rehabilitation of homes in accordance with applicable provisions of law for the benefit of the residents of the Members and other participating public agencies. U pursuit of these purposes, this Agreement provides for the joint exercise of powers common to any of its Members and other local agencies as provided in dais Agreement, including assisting in financing as further authorized herein. These common powers uiil be jointly exercised in tike manner hereinafter set Forth. SECTION 3. Creation of _-authority: Addition of '4tembers a) There is hereby created pursuant to the Joint Powers Law an agency and public entire to be known as The "California Rural Home Mortgage Finance Authority." As provided in the Act, the Authority shall be a public entity separate from the Members. b) Within 30 days after the effective date of this Agreement or any amendment hereto, the Authoriri• will cause a notice of this Agreement or amendment to be prepared and filed ti~ith the office of the Secretary of State of California in the manner set forth in Section 6~0~ .3 of the Act. c) Additional :Members may be added upon the affirmative vote of a majority of the Board members. The addition of any new tifember shall become effective upon the execution on behalf of such 4tember of a counterpart of this Agreement. JOIi`rr E.`{ERClSG OF Pocc SRS .~GREF~(E.'rT C.il.tFORtiIA RL'R~L HG1{,=, tifCRTG~IGE 1"iti.~i~'CF..~LT'r{CR.'T'r PaG~ d) Associate Members may be added to the Authority pursuant to action by the Board upon such terms and conditions, and with such rights, privileges and responsibilities, as may be established from time to time by the Board. Such terms and conditions, and rights privileges and responsibilities may vary among the Associate ;4lembers. Associate Members shall be entitled to participate in one or more housing programs of the Authority, as deternuned by the board. The Executive Director of the Authority shall enforce the terms and conditions for prospective Associate Members to the Authority as listed inBy-Law No. 1 to the Agreement, as amended from time tc time by the Board. Changes by the Board of the terms and conditions for Associate Membership will not constitute an amendment to this Agreement. SECTION 4. Terms This Agreement shall become effective as of the date hereof and shall continue until such time as all Bonds and the interest thereon shall have been paid in full, or provision for such payment shall have been made, whichever period is shorter, or at such time as the Authority shall no longer ow-n or hold any interest in a public capital improvement or program. SECTION 5. Powers: Restriction Upon Exercise a) Ta effectuate the purposes hereof, the Authority shall have the power to exer:.ise any and all powers of the titembers and other participating local agencies under the .-pct and other applicable provisions oflaw•, subject, however, to the conditions and restrictions herein before and hereinaf`er in this :agreement contained. Each Member may also separate?~ e~tirc:s~: any and all such powers. b) The Authority may adopt. from time to time, such bvla~vs, suideiines. rules and re~uiar,ons 'for the conduct of its meetings and the activities of the .~uthonn as are :~ecessar~ or des~rabie fcr the purposes hereof. e) The Authority shall have the power to finance residential home mor`gages. The _~uthorit<r shall have the poticer 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 and other local agencies at public or negotiated sale, for [he purposes set forth in Section 2 hereof, all in accordance witl,~ the .act. Anv such bonds so purchased may be held by the Authority or sold to public or private purchasers at public or negotiated sale, in whole or part. The Aut`:or.t~, shall set an~. other te:-mt and conditions on any purchase or sale contemplated herein as it deems to be necessan. appropriate and in the public interest, ir. furtherance of the Act. d) The Authhonty may issue or cause to be issued Bonds and other indebtedness. and pledge any property or revenues as security to the extent permitted under any applicable provision of Iaty. The Bonds, together w ith the interest and premium, if any, thereon of *_he authority shall net constitute debts, liabilities or obligations of any Member. The Members hereby agree that any such fonds issued by the Authority shall nct constitute general obligations of the Authority but shall be payable solely from the moneys pledged to the repayment of principal or interest on such Bonds under the terms of the resolution, indenture, trust, agreement or other instrument pursuant to which such Bonds are issued. Neither the Members nor the Authority shall be obligated to pay the principal of or premium, if any, or interest on the Bands, or other costs incidental thereto, except from the revenues and funds pledged therefore, and neither the faith and credit nor the ta_Ying power of the Members or the Authority shall be pledged to the payment of the principal of or premium, if any, or interest on the Bonds, nor shall the Members of the _~uthority be obligated in any manner to make any appropriation for such payment. ~O[NT EYERCISc OF POWERS ,~GREE~IE~1`C CAI.IFOR.'`1L3 RuR.~I. HOME tifORiG~GE t=[ ~.> tiC~ .-~LTr.GRI i f PaG~. 3 No covenant or agreement contained in env Bond shall be deemed to be a covenant or agreement of any Director, or any officer, agent or employee of the Authority in an individual capacity, and neither the Board of Directors of the authority nor any officer thereof executing the Bonds shall be liable personally on any Bond or be subject to any persona] liability or accountability by reason of the issuance of env Bonds. e} To effectuate the purposes hereof, the Authority is hereby authorized to do all acts necessary for the exercise of such powers, including, but not Limited to, any or all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, provide for maintenance and operation of, or maintain and operate, any building, works or improvements; to acquire, hold or dispose of property wherever located, including property subject to home mortgages; to incur debts, liabilities ar obligations; to receive gifts, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and any governmental entity; to sue and be sued in its own name; and generally to do env and all things necessary or convenient to accomplish the purpose set forth in Section 2 hereof. All property, equipment, supplies, funds and records of the Authority shall be owned by the Authority, except as otherwise provided in this Agreement. f) Subject to the applicable provisions of any indenture or resolution providing for the investment of moneys held thereunder, the Authority shall have the power to invest env money in the treasury pursuant to Section 9{b) hereof that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and open 1~e same conditions as local agencies pursuant to Section >;6Q 1 of the Goverzmeat Code of :he State of California. g) Such powers shall be exercised subject only to such restrictions upon the manner of ~xercisinT such potivers as are imposed upon the County of Nevada in the exercise of such powers. as provided in Section 509 of the Act. h) Pursuant to the provisions cf Section 6~Q8. t of the Act, the debts, liabilities and obii~ations of the Autl'~ority shall not be debts, liabilities and obligations of the Members. SECTION 6. Termination of Powers The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement, except that if env Bonds are issued and delivered, then in no event shall the exerise of die powers herein granted be terminated until all fonds so issued and de'.ivered and the interest thereon shat! have been paid or provision for such pa~~rlent shall have been made. SECTION 7. Governing Board a) The number of Board members on the Board shall be the number of the members of the Californa Local Government Finance Authority, if that authority becomes a bfember, plus the number of County Members that are parties to this Agreement. The ?overning board of each member of the California Local Government Finance Authority and of each County Member shall select a Board member. b) Members of the governing bodies of the Members may serve as Board members. The governing body of each member county represented on the board may designate an alternate Board member to act on its behalf and in the absence of the principal Board member and to exercise all the rights and privileges of the principal Board member, including the right to be counted in constituting a quorum, to participate in the proceedings of the Board, to execute and deliver documents, and to vote upon any and all matters. No such person may represent mere than one Board member at env meeting of the Board. Any such designation shall be in writing. shall be filed with the secretary of the authority and shall be effective for the mooting, meetings or other period of time specified in the writing. Jotlv-I' E~~c;s~ of Po~~s :~c~~~.IF~ Cr~I_IFOR..`+IA R'.~r.a-L H0:4tE ~10RTGAGc FIti>~.'C~E ;~C.`IT'r!CltiTi P:1GE -l c) Each Associate member may designate a representative to the Board, such representative shall not be a voting member of the Board; and shall not count for or against a quorum; but may attend meetings, propose agenda items and otherwise participate in Board ;titeetings. d) Board members shall not receive any compensation for serving in their capacity as Board members, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a Board member if the Board shall determine that those expenses shall be reimbursed and there are unencumbered funds available for that purpose. SECTION 8. Meetings of the Board a) The Board shall hold at ]east one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent intervals. The date upon which, and the hour and place at which, each regular meeting shall be held shall be fixed by resolution of the board. b) All meetings of the board shall be called, noticed, held and conducted subject to the provisions of the Ralph ~1. Brown Act, Chapter 9 (commencing with Section ~44~0) of Part 1 of Division 2 of Title ~ of the Government Code of the State of California. c) The secretary of the Authority shall cause minutes of all meetings of the board to be kept and shall, as soon as possible after each muting, cause a copy of the minutes to be ferGVarded to each Board member and to each :Member. d) A majority of the Board members entitled to vote shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. Each Board member shall have one vote. Associate tifembers shall have no vote. e) The principal office for the transaction of the business of the California Rural Home ~lorlga~?e Finance Authority is located at 1020 12th Street, Suite 200 A, Saerarnento, CA 9~8 i-'. in Sacramento County, inc'.uding proper'.v posted meetings at any facili~~ in Sacramento County which complies with the requirements of California Gevernment Code Suction ~~9=fi(b)(-ll and (d). SECTIOti 9. Officers: Duties: Official Bonds a) The Board shall elect a chair of the Authority and a vice chair of the Authorit~.~ arr:ong its Board members. The officers shall perform the duties normal to those otTices and as othen~ise may be provided in the by-laws of the Authority. The Chair shall sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the board. The ~i'ice Chair shall act, sign contracts and perform all of the Chair's duties in the absence of the Chair. The Board shall appoint an Executive Director who shall perform the duties of Secretary, Treasurer, and Auditor of the Authority; and shall be authorized to sign all contracts and conduct all business and shall perform thes:, duties that may be imposed by the $oard. The board shall appoint the Regional Council of Rural Counties Legislative Advocate as Assistant SecretarvlTreasurerlAuditor for the Authority authorized to perform the duties of the Executive Director in his~'her absence. The Board shall also appoint the Regional Council of Rural Counties Legislative Advocate as Legislative Advocate for the Authority. A Board member may hold more than one office of the Authority. b) Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the treasurer is designated as the depository of the Authoritti~ to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6~0~.~ of the Act. c) The Auditor shall have the poLtiers, duties and responsibilities specified in Section 6~0f.~ of the Act. Jotrrr E~:tcls~ of PGa'ERS .~GREE?.tE~+; C.~ILIFCR.'~1i.3 RUR..~'.. HG~,fE ~,1CR-GAGc F::~.~.VC~ .-ll,Tr?GR:TY P:1GE ~ d} The Treasurer and Auditor of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any praperN of the Authority, and each such officer, if the offices are held by separate persons, shall file an official bond with the secretary of the Authority in the amount of S 100,000. If and to the e:ctent permitted by ]aw, any such officer may satisfy this requirement by filing an official bond in at least that amount obtained in connection with another public office. e} The offices of treasurer and auditor may be held by separate officers or employees of the Authority or combined and held by one officer or employee; provided that such person or persons shall comply with the duties and responsibilities of such office or offices as set forth in the Act. In the event the Board designates its officers or employees to fill the functions of treasurer or auditor, or both, such officers or employees shall cause periodic independent audits to be made by a certified public accountant, or public accountant, in compliance with Section b~05 of the Act. f} The Authoritz,• shall be staffed by the Regional Council of Rural Counties ar any successor thereto. The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent financial advisors, counsel, consultants, contractors and accountants. The Board shall have the power, by resolution, to the e.~ctent permitted by the Act or anv other applicable law, to delegate any of its functions to one or mare of tl:e Board members or officers or agents of the Authority and to cause anv of said Board members, officers or agents to take any actions and execute anv documents or instruments for and in the name and on behalf of the Bcard or the Authoriry. The Board may establish an Executi~:e Committee to oversee day-to day administrative matters of [he Authority, subject to police approval be the Board. The Executive Committee shall consist of the Chairman and Vice Chairman of the Beard. and one other member to be elected by the Board to serve for the term elected (one ~~ear or the remainder of an unexpired term}. The Board may also establish any ather committees for an~~ lawfi.~l purpose as it ;may determine SECTION 10. Fiscal Year Unless and until changed by resalutian of the Board, the fiscal year of the Authority shall be the period from Tuly 1 of each year t and including the following June 30, except for the first fiscal near which shall be the period from the date of this Agreement to June 30, 1991. SECTION 11. Disposition of .-assets Upon termination of this Agreement, all assets of the Authority shall be distributed to the respective Members and other participating local agencies in such manner as shall be agreed by the Members. SECTION 12. Bonds The authority shall have power to issue Bonds in accordance with the provisions of the Act for the purpose of raising funds necessary to carry out its powers under this Agreement and to enter into appropriate agreement to secure those Bonds. The Authority shalhlso have the power to issue any other forms of indebtedness authorized by the Act in accordance with the provisions of the Act for those purposes. JOI;V'r ExERCSG OF POw~~s .~GREE~.iE°, i G~I.IFOIL*IL~ RLR.;.l. HOME ~{ORTG~1Gc'. F(N.~~1C° .~L i~{ORiT`t" P ~o~ 6 SECTION 13. Agreement 'Yet Exclusive• Operation in Jurisdiction of Member This Agreement shall not be exclusive, and each 'Viember expressly reserves tts nghts to cam out other public capital improvements and programs as provided for by lavv and to issued other obligations for those purposes. This Agreement shall not be deemed to amend or alter the terms of other agreements among the Members, except as expressly provided herein; provided that, the Authority shall not make or purchase any home mortgage secured by any home within the jurisdiction of a Member financed by an issue of Bonds without the consent of the :Member to the issuance of those Bonds and that the ,giving or withholding of that consent is in the sole and absolute discretion of the Member but, if given by the Member and then relied upon by the Authority for purposes of entering into agreements with developers, lenders, other :Members or others, such consent may not be revoked. SECTION hi. Conflict of Interest Code The Authority by resolution shall adopt a Conflict of Interest Code as required by law. SECTION 15. Contributions and advances Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by any l~fember or any ot,`Ier local agency for any of the purposes of this agreement. Payment of public funds may be made to defray the cost of any contribution. Any advance may be made subiect to repayment, and in that ease shall be repaid, in the manner agreed upon by the advancing Member ~r ot'.:er local agency and the Authority at the time of making the advance. SECTION 16. accounts and Reports -annual Budget and administrative Expenses a) The authority shall establish and maintain those funds and accounts as may be required by good accounting practice and by any provision of any resolution or indenture of the .-~utheri~ securing the Bonds. The books and records of the Authority shall be open to inspection at ail reasonable times by each Member and its representatives. The authority shall give a ~.~Titten report of all financial activities for each fiscal year to each Member •,vithin 120 dabs after the close of each fiscal near. b} Subject to Section 9(e}, the auditor of the authority shall either make, or contract with a ce^ified public accountant or public accountant to make, an annual audit of the accounts and records of the Authority. In each case, the minimum requirements of the audit shall be ;hose prescribed by the Stag Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. ~r1~en an audit of accounts and re ords is made by a c: rtified public accountant or public accountant, a report thereof shall be filed as public records with each member and also with the county auditor of each county which is, or in which there is, a Member. The report shall be filed w~ithir. i' months of the end of the 5sca1 near. c) Any costs of the audit, including contrac's with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose. d} In any year in which the annual budget of the Authority does not exceed 5,000, the Board may replace the annual special audit with an audit covering a rive-Fear period. e} Annually prior to July 1 of each year, the Board shall adopt a budget for administrative expenses of the Authority in the succeeding Fiscal Year, which shall include all expenses not included in any Bond issue of the Authority. f) A11 the beaks, records, accaun[s and files referred to in this Section shall be open to the inspection of owners of Bonds to the extent and in the manner provided in anti resolution ar indenture providing far the issuance of Bonds. JOINT 1=.`~RCISc Gr POt~ =3S .~CRER~~tE`v i G3L.IFOR1vIA RLR.vt HOib{E ~(CRTGAGE FtNAtiC :~C,`rHCRIir' P.~c c 7 ,,........,,.. SECTION li. Breach If default shall be made by any :Member in any cave.~Iant contained in this Agreement, the default shall not excuse an 4lember from fulfilling its obligations under this Agreement, and each Member shall continue to be liable for the performance of all conditions herein contained. Each :Ytember hereby declares that this Agreement is entered into for the benefit of the Authority created hereby, and each Member hereby grants to the Authority the right to enforce, by whatever lawful means the Authority deems appropriate, all of the obligations of each of the parities hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enact are cumulative, and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. SECTION 18. Indemnification To the full extent permitted by law, the Board rnav authorize indemnification by the Authority of any person who is or was a Board member or alternate Board member of the Board, or an officer, employee or other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a member or alternate member of the Board, or an officer, employee or other agent of the Authority. Such indemnification may be made against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faint an in a manner such person reasonably believed to be in the best interests of the Authority and , in the case of a criminal proceeding, had no reasanable cause to believe the conduct of such person was ~.uilaw~ful and, in thz case of an action by or in the right of the Authority acted ~.viLil such care. including reasonable inquin•, as an ordinarily prudent person in a like position would use tinder similar circumstances. SECTION 19. Immunities All of the pri~~ileges and immunities from liabilities, exemptions from Iaw„ 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 tilernbers or other local agencies when peI-forming there respective functions, shall apply to them to the same degree and extent ~~vhile engaged as Board members or other~~ ise as an officer, agent or other representative of ~e Authority or while engaged in the performance of any of their functions or duties under the provisions of this Agreement. SECTION 20. Severability Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining pare, terms or provisions hereof shall not be affected thereby. SECTION 21. Successors: Assignment This Agreement shall be binding upon and shall inure to the benefit of the successors of thparies. Except to the extent expressly provided herein, no Member may assign any right or obligation hereunder without the consent of the Board. SECTION 22. Amendment of Agreement Tins Agreement may be amended by the Board. Notice of each such amendment shall be given by the Board to each Member and shall be binding upon each Member unless notice is given by a Member to the Authority within 30 days of receipt of such amendment that it does not consent thereto. Ir. the event such notice is timely given by a Member to the Authority, Ghat'4lember shall not be bcund by the terms of such Amendment. JoII~ ~ i~.RC:s~ of Pocv~RS :~GREFItE:~ C.iLIFOR.vIA~Lc'2.~? HObtE ~fGRTGAGc FI~.~.`+C' :~L'i"F-iORI?Y P.1GE 3 SECTION 23. Withdrawal of Members A Member may withdraw from this agreement upon written notice to the Board; provided, however, that no such withdrawal shall result in the dissolution of the Authority so long as any Bonds or other obligations of the Authority remain outstanding. Any such withdrawal shall be effective only upon receipt of notice of withdrawal by the Board and the filing of the notice as an amendment to this Agreement. SECTION 24. Miscellaneous a) This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. b) 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) Wherever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. d) This Agreement is made in the State of California, under the Constitution and laws of such State and is to be so construed. e) This Agreement is the complete and exclusive statement of the agreement among the parties hereto, which supersedes and merges all prior proposals, understanding, and other agreements, whether oral, written, or implied in conduct, between and among the parties relating to the subject matter of this Agreement. fj In order to encourage the County of Butte to join the CRHMFA and execute this agreement as an Associate Member, the Authority by its Executive Director Marcia Basque, made certain representations to Susan Minasian, the Butte County Counsel, in a letter dated June 3, 1997. That letter is attached to, and made a part of, this agreement as Exhibit "A". Should a conflict develop between the terms and provisions of that letter and the terms and provisions of this Agreement, those of the letter shall prevail. Certification By Executive Director: In accordance with amcnthnent provisions provided, this Agreement as amdneded and dated March 1, 1995, reflects the actions of the Board of Directors in Resolutions 94-1, 94-2, 94-~, and 95-4 and other directions of the Executive Committee. This amended Agreement was mailed to the Members on Wednesday March 22, 1995. Marcia L. Basque Executive Director JOINT EXERCISE OF POWERS AGREEMENT California Rural Home Mortgage Finance Authority Page 9 (Crhmfa.doc) IN WITYESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. COUNTY OF sy: Title: ~-' s i ri fl ~ ~ ~ ~ ~ JOINT EYERCISE OF POWERS r~GREE4[EVT G3i.IFOR.~ItA RURAi. HObtE ~r10RTGAGE FINANCE A[TI'f~iORIiY PAGE 10 " IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. CITY OF By: Title: JOIiv? E`~RC1SE OF POWERS AGREEhtE:v? C.ji.IFCRNLA RURAL. HOME VfORTGAGE FINANCE ~L?HGRIT'f P.gGE 11 CALIT'OR.'vLA RUR.~L HOME :MORTGAGE FINAYCE AGTHORITY (A~IErDED ~L~RCH 29, 1996) BY LAWS OF THE JOli'~T E~RCISE OF POWERS AGREEiY1E~iT $Y-L~iW NO. 1 ASSOCIt+.TE iV1E1~IBERS- iMORTG.~GE REVENUE BO1vD PROGR~..bi SECTIOtYI. TER'vtS AI~IDCONDITIONS FOR..=~SSC~CIAT~ib1E~ERSi-IIP Counties, cities or other public entities, either not eligible for or not desirous of belonging to the Regional Council of Rural Counties, but wanting to participate in the Authority's housing program may be accorded associate membership subject to the following terms and conditions. 1. "The Executive Director will determine that a prospective associate member represents and~or is otherwise identified as a rural area entity. 2. A prospective associate member county may not exceed ZQ0,00 population (,1990 Cer.susj. except in accordance with (3) below. 3. If a prospective associate member count' exceeds ?00,000 population, benefits of the Authority's housing programs will be limited only to rural areas of that count as dc;terrnined b~~ the Executive Director, and will not include any metropolitan area exceeding the populatien of the Iargest city of an RCRC member eounn~. A county joining the CRI-LtiiFA as an Associate Member, will make all eli~nble cities and unincorporated areas of that county that ar rural in nature eligible to participate in the Authority's housing program. 4. A city, or other public entit~ whose principal interest is providing housing, whose populations do not exceed that of the largest city of an RCRC member county, may join the Authorit as an Associate Member pra~ided then serve an area prncipally rural in nature as dete.;nined bt the Executive Director. 5. Prospective Associate tiiembers must notify the Authority of their desire to join the Authority and indicate by resolution of their governing body their acceptance of the terms and conditions of Associate ~'(embership. They must submit an executed countedart of the Joint Exercise of Powers Agreement; a copy of the publicly adopted resolution of the governing body indicating their formal acceptance of the terms and conditions of the program; and a payTnenc from the governing body of the prospective associate member of applicable membership fees. [:pen receipt of the appropriate documents, the associate membership request will be placed before the CRl-~IFA Board of Directors for affirmation. 6. Prospective Associate :Members will certify that then are in full compliance with al! reporting requirements of the California Debt Advisory Commission (CDAC) prior to bung affirmed by the Board deming the application for membership. To subsequently become not in compliance so that it jeopardizes the status of the Authority's standing with CDAC will result in immediate suspension of the Associate 4fember from the Authority and its programs. 7. The Executive Director may deny and return any and all applications far associate members [hat do not meet the terms and conditions far such membership. ~0[M' E.`~RCISE OF POWERS .~GREc~ic:v C.iLIFORNL'. R.UR.1I. HcivtE VfOR'GriGc F;ti;,.tiC~ .~I.'I'i 1^vRi ~ `c' PaGE IZ Associate Member status may be accorded to counties, cities and other public entities without regard to population or to being rural in nature provided those counties, cities and other public entities comply with all other Associate Member requirements set forth in these By-laws; that they assign their tax-exempt housing allocation entitlement and any additional revenues derived from those entitlements to the Authority; and that such counties, cities and other public entities agree to utilize the Regional Council of Rural Counties as Compliance Agent to review, process and approve loan packages far loans originated under their allocation entitlement. SECTIOIVII. Di]T~S ANDPOWERS OF Th'EE;000UTI~ED~CTOR Pursuant to the direction of the Board of Directors, and in addition to other duties that may be imposed by the Board: 1. The Executive Director will impose an annual Associate Member fee of not less than ~i,500 on counties exceeding ?00,000 population; of not less than $5,000 on counties under ?00.000 population; and not less than ~~,000 for cities or other public entities. For those counties, cities and other public entities applying for Associate Member status under the provisions of section I {$) above, annual Associate Membership fees may be waived provided there is agreement beriveen the Authority and the applicable county, city or other public entity to include, but not limited to, the assignment of the applicable county, eitti or public entities tax-exempt allocation assignment; distribution of Bond Issuer fees; reimbursement of the Autl:orit~:'s ::xpeases re'.ated to pooling and issuing of bonds and other programmatic expenses; utilization of ~e Regional Council of Rural Counties for compliance services and other matters of mutual interest. The Executive Director is empowered to negotiate and approve the terms and conditions of any agreement between the Authority and any county, city or other public entity in this regard. 2. The Executive Director may establish such other administrative fees as nec:essarv to dle operation of the Authority's housing program. 3. The Executive Director may limit the number of lenders participating in the housing program and may impose appropriate application participation fees on leaders desiring to join the program. 4. The Executive Director w111 allocate available bond funds to insure adequate and appropriate funding is available to a) tifember counties; b) Associate :Member bodies; c) specific allocation to lenders; and d) other allocations required by law or identified as a program management action. JOINT E.~ "cRCiSc OF POWERS .~GRiE1tE:~ GILIFORAIL~ R~R.~L HCiYIE ~rfOR""G:~GE F[~.~NCC .~CTF:OR(Tf P:~GE 13 BY-L~-W IYO. 2. ASSOCIt1TE.l'IE.I~IBER- LE 1SE P~~ItcxasEMORTG~GEPROGRA~I SECrrOIVL TERMS AND CONDITIONS FOR.asSSOCIATEMEMBERS'r~ ~i LEASE PURC:3ASE MORTGAGE PROGRAM Counties, cities ar other public entities, either not eligible for or not desirous of belonging to the Regional Council of Rural Counties, or not eligible or desirous of the terms and conditions of By-law No. 1, but wanting to participateonly in the Authority's Lease Purchase Mortgage Program may be accorded Associate Membership without regard to population or to being rural in nature, subject [o the following terms and conditions. 1. Associate Member status accorded to counties, cities and other public entities for participation in the Authorities Lease-Purchase Program only does not make that jurisdiction eligible otherwise for participation in any other Authority Housing Program. 2. Any expenditure or allocation of funds for Associate Memberjurisdictions shall be strictly from Revenue Pass-through Obligations and no other Authority revenues. 3. All loans/mortgages originated and funded under the Luse-Purchase Mortgage Program must be reviewed and approved by the Authority's Compliance Agent, {the Regional Council of Rural Counties), in accordance with Program directives and documents. 4. Associate Membership under thisBy-Law does not entitle the jurisdiction to a seat on d1e CRH'4fFA Board of Directors or a vote an Authority matters. 5. Prospective Associate Members under this Section must inform the Authority of their desire to participate in the Lease-Purchase Program and indicate by R:.solutian of their goveminc; body their acceptance of the terms and conditions of Associate Membership. Thee must submit an executed counterpart of the Joint Exercise of Powers Agreement and a copy of the publicly adopted Resoluticn of the gove:-ning body indicating their formal acceptance of ~~e terms and conditions of the program. Upon receipt of the approprate documents, the request for Associate Membership w111 be place before the CRl-~SFA Board of Directors for af~rmaticn. b. Any jurisdiction seeking, and subsequently accorded Associate Member status under this Section understands and accepts that such status does not guarantee env specific or minimum allocation of funds to that jurisdiction and that any allocation wzil be subject to programmatic decisions of program management and by the Executive Director. SECTIO~ti II .DiJTIES A:'v'DPOW`ERS OF TI-~~ E;{EC'~ tIVcDI:~.CT(~R Pursuant to the direction of the Board of Directors, and in addition to other duties that may be imposed by the Board: 1. The Executive Director is empowered to negotiate and approve the terms and conditions of any agreement between the Authority and any county, city or other public entity in this regard. 2. The Executive Director may Limit the number of lenders participating in the Housing Program and may impose appropriate participation fees on lenders desiring to participate in the program. 3. The Executive Director may deny and return any and all applications For Associate Membership that may be considered to be not in the best interests of the Author;t,~. 4. The Executive Director will allocate available funds so as to best serve the needs and Beals of the Authority Housing Programs generally, and to insure adequate and appropriate funding is available to a) CRHi4tFA member counties; b) Associate Member jurisdictions; and c) other allocations. JOINT B`~.RCISc OF POCL"`~S .~GREEME~ C.~I.ZFOEtNt11 RtJ'x.al.. HOME ~IGRTGAGc FI;J~I.vCE ;~L~-iORI i C PaGS 1~ ~w~- gUG-07-97 THIJ 08 01 GKBCOMPANY r rs; v wra:,t;~t_ 1 :Nri A~SEaCIAT~S '@ (415} 49&0789 Juxte ~, 1.997 ~4'Is. Susar_ .~fitZasian, Craunty- Cryc~~msel County ref Butte 25 Cat.uity Center Drive t7rovill~, C.~ 9596 F'AX N0. 9164437749 ~ 3/1997 fi.E: C:~l.ifc~F-n.ia Rraa-al Hume lt~ot~tga~e Fia~zncng .a.utharit,}. rae~u~ 1Is. _l'IinasiarA: P. 02 rT~ 1 ~ 53 PM ~ei3 ~' This letter is i_n respcznse to some of the cluestic~ns raised by the Butte (.'runty Board of Super<,~sors reg,~ardittg tl?,e County's ~c~ining- the Califotziia Rural Home ~Icart~age Finance .atztharity (CRH~IF.~} end for CF.H~IF`a tc~ 'issue niortg~a~ revenuo bands oil tla~ County's behalf. CRH1~IFa has a.~ccc~mzxzadated suc:la. requests in tl-te past, n~c~st recentl~~ fvr 1•Ianerey t;;ounty, in ~'iarch, I99; . For federa: and state X~v wctrpt~s~:~ t~Prtaining tc~ tax~e~enlpt fin~acina, Butte Cozmty roust acc)pt a Resolrztican and sign tl,e .Joint E:~ercise of P~~tvers -lr;reemez~t (~~P,~1) c~h.ich is enciased. In nrder to sc~-r>s,~arize axed r.}arif~~ the JP,a, CRHIt~IF~lrepresents tr? Butte Carmt,r t~?e foin~ving; i Butte Co~cr?~tL< <.c~ll becot7ze a CSYlifarztia Rx~a_ Hertt7e ~•lor-.age Finance :~uti~ai-il.y assc~r:iate tzicrzaber pursu~rzt to section ~.~ of S;yl~~~v #1 and B,y~la~~~ #2 of the ~c~iz-tt Pr7~.~-ers r~K•reP.zieiat 3?.~ende~i ~'farcl7 ~, 19J~. Butte County ~~~-ill assign its nYnz•tgage revc~ztue bang issuing authority to CFHtiIF~. to issae brands uc~ I;eh~~if of F~utte County and the Cs~ux~ty~~~i~l access ChHNIF.'~'s T_,ease Purchase astc3 ~ecand 1~lortgage Pro~alus. • .=ls an a~~sr~ciate nre;nber, Buttt;~ Cc~unt~r is ?;cat abligatec3 tca pay any a~,L?t~inistrati~%e casts Qr- fr=es tQ CRHI~~F.>~ ar tra the fi.egiurral. Council of Rca-al Cout7tiES (F.CRC~. • .!s an associate metttllier, Buttr,~ Ca~utty- evil[ have no risk in the perf;,t~iiaizce of the 171r~r~,bages, ~t~hic.;~n az~e purled lntu trrrar~,,gabe-backer_I secLU•itic~s (::~IB~'sj. Tlt~se 1~~IB5's are guaz•ar,l.eecl as to tkte timely payment nt rri[er~est and principal, r'egar~clless cif the unc~erly,i.ng mortga` e perferinatzce. The f~~ancis issuci~ by CalifczrT~~3 Rural Hams ~tortg-~ig~c Fitaani~e :luthnrity vn Buhr; C'c~ur~..~~~'s br~h.~1F~~.~ill lltts,'~:' a rating'tay ~tan~ard ~;. Paur's rf ,~ rar taettcr. ACIG-07-97 THU 08 02 GKBCOMPANY FAX N0, 9164437749 P, 03 -~~-~ uv~v~u~ i r~;a a~SO I~,TES ~' (415} 898-0789 ;1311397 ~%1:53 Ptv! i`:3/3 1't; ~ 5rx5~ ~'tinasian, C©rmt<y Cc~unsPl, J~n,e 3 19A? • ~'alzzorl~ia P.ura1 Hc~znc~ 1•~ort,~~age Fina;~zce .'~utkzority associate znembet~ship is not consirlerecJ debt of P-urtc Cotuity, nor does it impact. Butte C:r~unty's credit i•atng or its abilfty to iss:ze debt:. .~.s an ~sscciate member, Brute CocU~ty is not obligated t~ continue to assign its axuzual tax-exempt allocation to California F4ural Horne ?~1oz•tg~e Finance Authority. $utte Ce~ut-r.ty may elect: tc: pledge part ar all of its allocation oz- sirnpl.Y tt~ithdr3~~~ frc~ri-r the program. PIc}ase note that ti~-ith the adoption of a res~lutian to join the Joint Po~~~:}z•s .~uthcrzty, the Col~lty c~•i I1 have access to both the Leasei ~'ur~hase Program aztd the soon to be hnplementecl Second y~artgage Prograns (September, 19J7). Ifyc::_t leave at~y~ quc>stions or yc~u woult~ like ~u~t:her clar~ificaton an any of these issues, ple:~F~ do not hesitate to call me at (~1~) 4~7-4~d6. Sincerely. ~•Iaz~cis. Basque FxPcrrtive Director R~ti B:df Eric: ,Joint Exercise of Pc~z~~f~z~s Agreement (amended ti1a;~ch 1, 19f)~~) sic: Dick Puelcher, ~'e~ty Trrastu-er txai_~~ Sannar, Exec. D:r -Butte c~ozmt;~~ Housir~ ,~uthnrity Daniel I. F: ed, Fred Consulting and !'lssaciates ~7