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HomeMy WebLinkAboutMINUTES - 10032006 - HA.1 HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA �� • j l I TO: BOARD OF COMMISSIONERS I FROM: Rudy Tamayo, Executive Director DATE: October 3, 2006 I i SUBJECT: ADOPT RESOLUTION NO. 5079 AUTHORIZING THE HOUSING AUTHORITY TO ENTER INTO A JOINT POWERS AGREEMENT TO BECOME A MEMBER OF THE CALIFORNIA AFFORDABLE HOUSING AGENCY (CaIAHA) I SPECIFIC REQUEST (S) OR RECOMMENDATION (S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: i ADOPT Resolution No. 5079. authorizing the Housing Authority of the County of Contra Costa to I become a member of the California Affordable Housing Authority (CaIAHA). and designating the i Executive Director as the Housing Authority's representative on the CaIAHA Board, and authorizing the Executive Director to sign documents in the Executive Directors capacity as a member of the CaIAHA Board. I AUTHORIZE the Executive Director to sign the CaIAHA New Member Agreement on behalf of the Housing Authority. I I II. FINANCIAL IMPACT: There is no cost to the Housing Authority to apply to become a member of CaIAHA. III. REASONS FOR RECOMMENDATION/BACKGROUND The California Affordable Housing Agency (CaIAHA) is a joint powers authority comprised of local housing authorities throughout California. Established in 2001. its mission is to preserve and increase affordable housing assets through acquisition, development, rehabilitation and financing activities. primarily through the issuance of tax-exempt multifamily housing revenue bonds. j In February 2006: CaIAHA. and the Lafayette Redevelopment Agency, began discussions with Housing Authority staff about Brook Garden Apartments. a property for sale in Lafayette, CA. The apartment complex consists of 25 various sized units. CaIAHA assessment was that this property showed good potential within a revenue bond program to be kept affordable well beyond the life of the bond. A CaIAHA partner, Housing Solutions, LLC, has entered a contract for the purchase of the Brook Garden Apartments. and Housing Authority staff has had preliminary discussions with CaIAHA. the Lafayette CONTINUED O\ATTACHNIENrT: X YES SIGNATURE Ru*`raenaj,aftseeutive Diree:a-'J _ _/RECO�I�fE\D TIOti OF EXECUTIVE DIRECTOR RECOMMENDATION OF BOARD COMMITTEE _i�APPROVE OTHER i SIGNATURE(S): ACTION OF BC ON xi 2_t0(0 APPROVED AS RECOMMENDED I/ (CHER i I "OTE OF COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A J U'NANI'MOUS (_ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION'TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF COMMISSIONERS ON THE DATE SHOWN. ATTESTED Cr17Z,,0P,f 3. JOHN CULLEN.CLERK OF I THE BOARD OF COMMISSIONERS i AND COL NTY ADMINISTRATOR BYZtil� .DEPUTY H:-JudxHa}es-3ISOFFICE-R INWORD BOARD BO-IPA_agreement for Ca!AH A.&c I JPA-Agreement with CaIAHA September 26, 2006 Page 2 ' Redevelopment Agency, and other parties about the possibility of the Housing Authority purchasing or partnering in the purchase of the property through CaIAHA financing. In order to be eligible for CaIAHA financing, the Housing Authority must join CaIAHA. I I Housing Authority staff recommends that the Housing Authority become a member of CaIAHA and to explore with CaIAHA and the Lafayette Redevelopment Agency, the possibility of the Housing Authority's acquiring or partnering in the acquiring of the Brook Garden Apartments through CalAHA financing. For the Housing Authority to become a member of CaIAHA it is necessary to adopt Resolution 5079 authorizing the Housing Authority of the County of Contra Costa to become a member of CalAHA. designating the Executive Director as the Housing Authority's representative on the CalAHA Board, and authorizing the Executive Director to sign documents in the Executive Directors capacity as a member of the CalAHA Board. The Executive Director will report to the Board of Commissioners on a quarterly basis on the activities of CaIAHA. If, and at such time the Housing Authority staff has completed legal requirements and is prepared to recommend the Housing Authority's participation in the purchase of the Brook Garden Apartments, Housing Authority staff will present a complete report to the Board on the details of the proposed transaction. and obtain authorization for the Board to proceed. i Attached is a copy of the CaIAHA JPA agreement and amendments. the By-Laws for CalAHA, the CaIAHA New Member Agreement, and proposed Resolution No. 5079. i IV. CONSEQUENCES OF NEGATIVE ACTION: i Should the Board of Commissioners elect not to adopt Resolution No. 5079 the Housing Authority would not be able to work with CalAHA, and to further explore the possible purchase of the Brook Gardens Apartment through CaIAHA financing. I I I I i I I i i I I THE BOARD OF COMMISSIONERS I HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA I RESOLUTION NO. 5079 I AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A JOINT POWERS i AGREEMENT TO BECOME A MEMBER OF THE CALIFORNIA AFFORDABLE HOUSING AGENCY i WHEREAS, the Health and Safety Code and Government Code of the State of California authorizes public agencies to enter into Joint Powers Agreements: and WHEREAS, a need has been demonstrated in the County of Contra Costa for the acquisition of additional housing units to provide decent, safe, and sanitary housing in the County of Contra Costa, and I WHEREAS, the Housing Authority of the County of Contra Costa would like to obtain additional housing units through the use of bond funding through a separate Joint Powers Agency: I NOW, THEREFORE, BE IT RESOLVED as follows: 1. The Board of Commissioners of the Housing Authority of the County of Contra Costa does hereby authorize the Executive Director to enter into a Joint Powers Agreement to become an active member of the California Affordable Housing Agency, a California Joint Powers Authority. 2. The Executive Director of the Housing Authority of the County of Contra Costa is hereby designated to act on behalf of the Housing Authority as its I representative to the Board of Directors of the California Affordable i Housing Agency. 3. The Executive Director shall be authorized to sign and execute necessary and appropriate documents on behalf of the Housing Authority of the j County of Contra Costa in the Executive Director's representative i capacity. I PASSED AND ADOPTED ON Qt��eY' 3, o�F1l,Yp by the following vote of the Commissioners. AYES: i ilkema.Piepho.DeSaulnier,and Gioia NOES: None BSE\T:` Glover I ABSTAIN: None I I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN AND ENTERED ON THE MINUTES OF THE BOARD OF COMMISSIONERS ON THE DATE SHOWN. ATTESTED OCTVCe" 3, PCZ* JOHN CULLEN, CLERK OF THE BOARD OF COMMISSIONERS AND COUNTY ADMINISTRATOR I By ' I H:JudyHayes'..MSOFFICE V;Nl."JORD':.BO';RC`•30-,:?A CaWHA Resow:icr.coc I Se�C. LS 0.6 10: 41 a I P- 2 i ORIGINAL A-6669 f I JOINT POWERS AGREEMENT CREATING THE a 1 CALIFORNIA AFFORDABLE HOUSING AGENCY (CaIA ILA) Dated as of March 1,2001 Amended May 3T, 2001 Amended January 9,2006 i i I COUNCIL APPROVAL i DATE C s o r Ov AGENDA i I i I r I Sep IS 06 111: 41a p. 3 I I TABLE OF COR'TENTS i ARTICLE- I CREATION OF THE CALIFORINIA AFFORDABLE HOUSING AGENCY.........3 ARTICLE 11 PUFi?OStS............................................................... .. ................... ......-4 ARTICLE III DEFINITIONS.......................... ......;-- . .........................-............ ARTICLE IV PARTIRS TO AGRE•E..LIENT............... .......................... •.....-........._.-.....a ARTICLE V TERM OF ACREEMENT..................... ......................................... ; ARTICLE VI PO`,nJERS OF THE AGENCY................................................. ...........- -- 5 ART;CI_E VII MEMBER ENTI T Y RE PONS:BILTFIES......................................................6 ARTICLE Vill 1.1EMSERSHIP................................5..................................... ......... ARTICLE IX BOARD OT DIRECiO16................................ .................. • ....................E ARTICLE X COMMITTEES.............. • . .........-................................. j ARTICLE XI BOARD AND COti M :TEE MEETING-5............ ................................... ... '' ART ICL-XII OFFICL•IS AND EMPLOYEFS.................................................. .............. R .ARCLE Xi YEAR-........... . 1 -X.I.ll......FlSCAt................................................... .fi ARTICLE XIV I ELDGET................................ ......................................................... ARTICLE XV A��NUAL AUDIT AND AUDIT REPORTS.......... ..... . ...........................!) I ARTICLE XVI ESTABLISHMENT AND ADMINIS1RATION OF FUNDS----- ....... ....9 ARTICLE XVII ADMINISTRATIVE COST.... .......... ............ ..........................................9 AKFICLEXVIII NEW ME`IMERS...................................................................................9 ARTICLE XIX I W171 -1DRAWAL................................................... . .......................... AP.TICLE xX EXPU LSIGN...................................................................................... ....1 0 I ARTICLEXXI TERNIINATION AND DISTRIBUTION......................................................10 ARTICLE XXII `OTECLS........................ .................._. ........................ ...........- ..... . 30 I, Page 2 of 16 I I I I i I I I I I I 1 I i 1 S=IC 19 06 10: 42a P. 4 ARTICLF XX:II PROHIBITION AGAINST ASSIGNMENT................................................11 I ARTICLE XX1V AMENDMENTS--......................................................................................... I ARTICLE XXV SEVERABILITY.............................................................I................... I ARTICLE XXVI LIABILITY Or THE AGENCY.................................................................11 ARTICLE XXV1I ARBITRATION................................................................... . ......... ...11 ARTICLE XXVIII AGREEMENT COMPLETE.................................................................12 .YIC11CLt AiVA 66V C1C:\1INLR LN 1\................................... .. ' APPENDIX A I.IFMBER I ENTITIES......................... ......................................................15 I I I 1 I i I I I I I I I I I I I I 1 I ' I i I I I � Sep 19 06 10: 42a P. 5 I CALIFORNIA AFFORDAGLE HOUSING AGENCY JOINT POWERS AGREEMENT I This Agreement is made by and among the public entities listed in Appendix A C 4ember Entities"), all of which are housing authorities crgamwd and operating under the ! idws of the State of California and each of which is a public agency as defined in C ahfomid Go ve-rument Code S;;tion 6700. RECITALS I. Govemment Code Sections 65W-6515, permitting two or more local public ent7ties by agreement to jointly exercise any power common to them, authorizes the Member E:-nues to enter in this California Affordable Housing Agency Joint Power's Agreement I ;,_'A gree 11 ten Ij. IL Each Member Entity desires to join together with the other Member Entities for the primary purpose of maintaining and increasing the supply of affordable housing widnin i the jurisdiction of the Member Entibes, including by owing such housing or by financing such housing through the issuance of tax-exempt bonds. III. The gcveming beard of each Member Entity has determined that it is in the ?ember Entitv's best interest and in the public interest that this Agreement be executed and that it is participating as a member of the public entity created by this Agreement. Now therefore, the Member Entities, by, between and among themselves, in I co-sideration of the mutual benefit, promises and agreements set forth below, hereby agree as foiiows: I ARTICLF I CREATION OF THE CALIFORNIA AFFORDABLE I HOUSING AGENCY Pursuant to Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6500) (as amended from time to time, the "JPA L.aw"), the Membur Entities create a public agency, separate and apart from the M- ember Entities to be known as the Califomia Affordable Housing Agency (C.aLAHA)(the "Agency"). Pursuant to ' :ovarnment Code Section 6508.1, the debts, liabiuties, and obligations of the Agency shall not m constitute debts: liabilities, or obligations of any party to this Agreement. A rdeber Entity i may separately contract for or assume responsibility for specific debts, liabilities, or obligations I of the Agency. The JPA shall require indemnification on behalf of itself and its members as ! determt ied by its Board of Directors from other entities with which it enters into agreements. ! For purposes of. and to the extent required by, Government Code Section 6,", in exercising its I Powers the APency shall be subject to the restrichons upon the manner of exercising the powers of the Member Entity specified to the B_ylcws, except as otherwise aulhoc;eci or permitted by the JPA Law. i I4of15 I � I I j I I , , I I I ! Sep 19 06 10: 42a P. 6 I IARTICLE 11 I PURPOSES I This :agreement is entered into by Momber Entities under the JPA Law ir. order to I I preserve and uicrease affordable 'housing assets through acquisition, development, 1 rehabilitation and financing and administrative activities, which constitute the proper exorcise I of the power granted under Article Vl of this .agreement. I I ARTICLE III I IOFFINITIONS I :n this Agreement unless the context otherwise requires: I I 'administrator" means, the Executive Director, or in the Executive Direcior's absence, whomever is designated by the Executive Committee of the Board or Directors. I 'Administrative Cost" means the amount, :f any,charged to each Member Entity by the Agency for the igency's general operating costs and expenses. I "Aencu" shall mean the Catifornia Affordable Housing Agency encu CaL?HA . g ) "Board" or "Board of Directors" is the governing body of the Agency constituted as set forth in ;r title IX of this Agreement. I "l3yla%Ns" means the bylaws adopted by the Board of the Agency, ds arnendcd from I time to time. ")PA Law" ,hall mean Chapter 5 of Devieion 7 of Title 1 (commencing with Section ' 65(X;) of he Cabfomia Government Code, as amended from time to time. 'Alem'ter Entity" includes each public agency ;as defined in Section 6500 cf the JPA I Lai which is a parte to this Agreement. IARTICLE YV PARTIES TO AGREEMENT Each Mtnhher Entity cert&es that it -intends to and does contract with every ether I i Member Entity which is a si"story to his Agreement and, in addition, with such other Member Entity as may later be added as a Member Ent;ty under ARTJCLE XV111. Each 'vlember Entitv also certifies !hal the deletion of any Member Entity from this Agreement does not affect ibis Agreement nor each Member Entity's intent to contract with the Member Entities � I :ren remaining. I 5 of 15 I I I I f i I I I I I I t I Sep 19 06 13: 43a p. 7 ARTICLE V I TERM OF A.GREENIEVT This Agreement shidil become effective as of March 1, 2001, and continues in full force I witri terminatcd in accordance with ARTICLE XX1. I ARTICLE VI PO ERs OF THE AGENCY [tie Agency through its board of vuec:ots or, as providca herein, its Executive Cori:mittee, is authorized, in its own name, to do ail acts necessary to fulfill the purposes of tli s Agreement referred to in ARTICLE 11 including,, but not limited to,each of the following: A. Make and enter into contracts; 9. Incur debts, Liabilities and obligations; provided that no debt liability or I obligation of the Agency shall be a debt, liability or obligation of a Member F.niity except as separately agreed to by a Member Entity; C. Acquire, hold or sell or otherwise dispose of real and personal property by I appropriate means including, if necessary and advisable,eminent domain; D_ receive contributions and donations of property, funds, services and other I forms of assistance from any source; E. S.:e and be sued in its own name; r. Employ agents and employees; G. Acquire, construct, manage and maintain real properly including, but not limited to, multifamily housing rental projects; H. Lease real or personal property as lessee and as. lessor; I 1. Receive, collect, invest and disburse monies; ). lisue revenue bonds or other forms of indebtedness, as previded by law, K. Carry out other duties as required to accomplish other responsibilities as set forth ui this Agreement; I L. Assipti, delegate or contract with a h;ember Entity or third party to perform any of the duties of the Board; and I 6of15 I i I i I I Sep 19 06 10: 43a p. 8 I M. Exercise all other po-wers necessary and proper to carry out the provisions of this Agreement. N To facilitate the financing or individual projects of any 'Member Entities, as provided by law. These powers shall be exercised in the manner provided by applicable law and as � expressly set forth n this Agreement. ! ARTICLE VI1 MEMBER ENMTY RESPONSIBILITIES I Each Member Entity shall have only the obligations and responsibilities set forth in this Agreement and the Bylaws. ARTICLE V11I ' MEMBERSHIP All housing authorities in the State shall be eligible to loin the Agency- as full voting Member Entities subject to the approvdi of the Board of Directors. I ARTICLE LY 1 BOARD OF DIRECTORS ;here shall be a Board of Directors to govern the affairs of the Agency. The Board shall be comprised of one director, and up to two alternate directors, from each Member Entity. Each director shall have one vote. One alternate director may cast a vote as a member of the Board Of Directors only in the absence of the director. Each director shall be an elected official, an appointed officer or an employee of the Member Entity. Each director shall be designated by the govemirg aoard of the respective Member Entity. The alternate directors shall be appointed by Lie director. Directors and alternate directors are not entitlet to compensation. The Board may authorize reimbursement of expenses incurred by directors or alternate directors. The powers of the Board are each of the powers of the Agency not specilically reserved to :he Memtwr Entities by this Agrccment. The Mernber Entitic;s retain the following, powers: A. rhe designation of the Board of Directors as specified in ARTICLE 1X; and of 15; I I I I I Sep 19 06 10: 43a i P - 9 1 6. Approval of an amendment to this Agreement as specified in ARTICLC XX1V. I I ARTICLE X COti7MMEDS I Executive Committee. The Board shall create an Executive Committee compnsed of not to exceed five members, whore shall be selected by the Board as provided in the Bvlaws. The j Board may delegate one or more of its powers to the Executive Committee. It is the intention of the Momber Entities that the Executive Cornmittee, tohether with the Administrator, shall be I primarily responsible for the affairs of the Agency, as provided in the 3vlaws. L%UIt'1 \ U11 I11ulltY.]. 1110 UVallu Judy ll Cdie VUle1 w, UC�ilell, VU05Uatlt 1'J UlC requirement-,; of the Bylaws. ARTICLE XI I BOARD AND COr*M TTEE NfEE'TINGS The Board shall hold at least one regular meeting each year, at which time the Board shall elect its officers as appropriate to comply with ARTICLE X11. The Board shall nx the date, hour and place at which each regular meeting is to be held. Unless otherwise directed by the Board or otherwise required by law, edch Board meeting shall be held in the City and County of San Francisco. The Chair presides at all meetings. A special meeting may be called upon I written roque-qt by tree Chair o:at least one third of the Member En`Itics. cash repular, adjourned regular, and special meeting of the Board and all committees I shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act (Sect ons 549550,et . of the Government Code). The SEKretary shall keep or have kept minutes of- ach regular meeting of the Board and cacti comrrutiee. As soon as possible after each meeting, the Secretary shall have a co-y of those minutes forwarded to each member of the Board and relevant committee. � I As soon as practicable after the fust mucting of the Board or within such time as fixed or extended by the Board, the Board shall approve the Agency Bylaws and administrative i I policies and procedures far :he transaction of its business to govern the day-today operations I of the Agency. The adoption of A i%ncy Bylaws and administrative policies and procedures rtquires a yo!_of two-thirds (2/3)of all Member Entities. No business may be transacted by the Board without a quorum of members of the Board beim present except that less than a quorum may adjoum from time to time. A quorum consists of a majority of the members of the 3oard. I i 3of15 I I I I IL r Sep 19 06 10: 44a P - 10 ARTICLE XII i OFFICERS AND EMPLOYEES The Officers of the Agency are the Chair, vice-Chair, Executive Director, Treasurer and ''SKretarv. I The officers shall be elected or appointed by the Board at its first meeting. The term of office for Chair, Vice-Chair and Secretary is one year. The Executive Director and Treasurer shall serve as set forth in the Bylaws. The duties of the officers shall be as provided in the Bvlaws. The officers shall assume the duties of their offices upon formation of the authority or i as appropriate. If either the Chair, Vice-Chair or Secretary ceases to he a member of the Board, the resulting vacancy shall be filled at the next regular meeting of the Board held after the vacancy occurs. To the extent permitted by law, the board may authorize compensation for its directors, I officers, staff and consultants, and may also authorize reimbursement of expenses incurred by directors, ofhcer. and steff and consultants. The Board may appoint such officers and employees and may contract with such I persons or firms as it considers necessary to carry out the purposes of this Agreement. The Administrator is herebv designated to act as the administrative agent for the Agency. ARTICLE XIII FISCAL YF-Mt The fust fiscal year of the Agency is the period from the date of this Agreement through December 31. 2731. Each subsequent fiscal year of tie Agency shall end on December 31 ARTICLE XIV I BUDGET The Board shall adopt an annual budget not later than sixry (60) days before the beginning of each fiscal year. I I i 9of15 f I I I I I i I Sep 19 Ob 10: 44a I P- 11 I IARTICLE XV ANNUAL AUDIT AND AUDIT REPORTS IThe Treasurer shall cause an annual financial audit to be made by an independent certified public accountant with respect to all Agency receipts. disbursements, other transactions and entries into the books_ A report of the financial audit shall be filed as a public record -with each Member Entity. The audit shall be filed no later than required by State law. The agency shall pay the cost of the financial audit and charge the cost against the :]ember I iEntities vi the same manner as other administrative costs. IARTICLE XVI I ESTA13LIS11NIENT AND ADMINISTRATION OF FUNDS i The Agency is responsible for the strict accountability of all hinds and repots of all I I receipts and disbursements. it shall comply with every provision of law relating to the establsbment and administration of funds, particularly Section 6505 of the Cahfomia I Ccvemnient Code. The funds shall be accounted for on a the basis of generally accepted accounbnv Principles. The Treasurer shall receive, invest, and disburse funds only in accordance with I procedures established by the Board and in conformity with applicable law. The Agency shall require the Treasurer to procure errors and omissions insurance or a ficlebty bond. I ARTICLF XVII ' ADMINISTRATIVE COST fhe hoard may establish the Adinwistrative Costs of the Agency, if any, for each fiscal I year and may approve a formula for allocating these Administrative Cos!s among Member I Lntitics for each fiscal year. The Board may in its discretion impose fees in connection with financings, which fees will be applied against Administrative Costs of the Member Entities in the manner the Scard shall determine proper. I ARTICLE XVIII I NEW MEMBERS j A new public entity may be admitted as a Member Entity only upon a majority vote of the Burd of Directors taking into account only those directors voting on such matter. Each apphcarnt for memb?rship shall pay all fees and expenses set by the Board. I I ! 10 of 15 I I _ I i Ii I i I j I I I I ISep 19 06 10: 44a P- 12 ARTICLE XIX V%TPHDRAWAL %lember Entitics may withdraw at any time- on thirty (30) days written notice subject to I Lhe follow ng exceptions: 1) the restrict ons of Article XXI; and I 2) a :Member Entity may not withdraw prior to the closing of a financing for which I a has provided authorization as set forth in the Bylaws. IARTICLE XX I CnL V LJVLY Svbject to the restrictions of Article XXI, the Agency may expel a Member EntiR from the Agency by a two-thirds (2/3) cote of the Board of Directors for a breach of this .greement I or the Bvlaw•s determined by the Board to be a material breach. The procedure for hearing and notice of expulsion of a Member Entity shall be as prodded in the Bylaws. ARTICLE XXI TERMINATION AND DISTRIBUTION This Agreement shall continue until terminated. However, it cannot be terminated until SUM time as all principal of and interest on revenue bonds and other evidences of indebtedness issued by the Agency shat have been paid in full. Thereafter, this Agreement may be I terminated by the written consent of two-thirds of the Member Entities; provided, however, � that this Agreement and the Agency shall continue to exist after termination for the purpose of disposing of all claims, distribution of assets and all other funcnons necessary to conclude the obligations and affairs of the Agency. iter completion of the Agency's purposes, any surplus money on deposit in any fund or account cf the Agency shall be retLrned in proportion to the contributicns made as required by Section 6512 of the 6hfomia Government Coda The Board is vested with all powers of the Agency for the purpose of concluding and dissolving the business affairs of the Agency. I i ARTICLE XXII NOTICES Notices to each Member Entity under this Agreement are sufficient if mailed to its respective address on file with the Agency. i i I i1 of 15 I i I I I I I Sep 19 06 10: 45a 1 P - 13 IARTICLE- XXllI PROT41BITION AGAINST ASSIGN1AEN''T No- Member Entity may assn a right, claim, or interest it may have :finder t1nis y I oreemer.t. No creditor, assignee or third party bem neficiary of a Meber Entity has a right, I claim or title to any part, share, interest, fund or asset of the Agency. I IARTICLE XXIV IAh4ENDMENTS I This Agreement may be an;erded by it unanimous vote of the Member Entities of the Agency acting through their governing bodies. A proposed amendment must be submitted to I r.,aL;l entity dl Irdlt Uluzy t�UJ Udyb L'I dUVgllle Ur We Udte wrien the iVlemoer rnmy considers it. An amendment is to be effective immediately unless otherwise designated. I Appendix A to the Agreement may be amended to correctly list current Member Enhhes iwithout separate action by the ,Oember Entities or the Board. i ARTICLE IOCV SEVERABILITY I if a portion, term, condition or provision of this Agreement u determined by a court to be Illegal or in cortCict with a law of the State of Cdtdornia, or is otherwise rendered unenforceable or ineffectual, the valid:tv of the remaining portions, terms, conditions and Iprovision; is not affected. I I ARTICLE X XVI LIABILITY OF THE AGENCY. i I Subject to limitations thereon contained in any trust agreement or other documents i pursuant to which financings of the Agency are implemented, funds of the Agency may IV f used to defend, indemnify, and hold harmless the Agency, any Member Entity,any member of the Board and any administrator, employee, consultant, attorney or officer of 8,e Agency for their actions taken within the scope of their duties while acting on behalf of the Agency. I ARTICLE."-VU ARBITRATION Any controversy beMyeen any of the parties to this Agreement regarding the construction or application of this dgreement, And any claim arising out of this Agreement or its breach by any pariv hereto, shall be submitted to binding arbitration upon the written I request of one party after service of that request on the other parties. The arbitrator shall be I i sell-ted from the MC17-led County Sulxrior Court Arbitration Panel, or by other mutual agreement of the parties. In the event that the parties cannot agree to do arbitrator; ant' party may petition the Merced CountySuperior Court for appointment of an ar,1-itrator. Any such 12 of 15 I I I I I i I I L Sep 19 06 10: 45a I p. 14 CL'LC� . . c1, v. ;y ` - C_ `Y;: ` _ _ =ic ie pax =� agr -` an arbratoplr. _a�e= • -,i_--v C? ::P_c-_d C^.-nty '.-per- or _C for °- ^ iT ':- -PpL cIi ,._ _:ich be _:l ac:7orc.a nc-_ •w•l'_h 1=001 -.1,W, -- ARTICLE XXVIII AGREEMENT COMPLETE tr.e f::11 and Co.-ii- cze I Cr9 'r."nL o= the I:'P•-.,,"r =aCt--?S . _..z?ze arc no Or=1 a:CeY3 t.:^d1nCS or ucrrc-- reT`_- fiOt i:ereln. I I ART=CLE XXIX J GOVERNING LAW I Shah_ Le Governed Cy and construed ill ,�=_Cr�ance -.a t.l -he Or the Acme U`_ Cal -forn_.a. - Jthe Far=1.. nc e•tC have execut-] LF113 I +_ _ trlP 'Jav zincl voor Written HOUSING AUTHORITY OF THE COUNTY OF 2= BUTTE I By: I Nacre%Gar E,` Sannar Title. Exe ntive Director HOUSING AUTHORITY OF THE COUNTY OF MMERCED ay• - - - Name' Nicholas Benjamin i Title: Executive Director I AREA HOUSING AUTHORITY OF THE COUNTY IOF VENTURA I I By: I Name: Douglas A. Tapking i I I o= 1 : I I I I I I I SSP, f-9 06 10; 45a P• 15 AYES: Ybarra, Tietjer!s, Romero, Saltzman, Reeves, Holland NAPES: Non- ABSTAIN: None ABSENT: Snyder URSULA =RA Vice Chain A7/" PT: TIM SGACQU 6, Secretary s s� 1 1 1 a a a Sep 19 06 10: 46a p. 16 i APPE•NDIY A MEMBER ENTITIES Am2ndcd-lanL-,ary 9, 2006.) Housin-I Au-hority of lne County of Butte �ous:n�Aulhorih• of Lac Comi j of Vercell Area 113ousing Au:cor.h• of ;hr C^unty of Ventur. Imperial—11cy Autliorin• Housu.g.=authuril'.' of L e Cite of Vaazjo City of Richmand Housing AuLhorily Consolidated Arca J lousing Authority of Sutter CounL i:o::sin£Authority of the Cilh, of i`Tadera Plu-nas COUFJ ..-mmuniri• Devc;oprnent Co nunissior.&Housing Authority Lousir.ff Authority of the City of Oxnard Hous--mg:authority of the C:unt, of Santa Clara Housinj Authority of Lhe. Coma; of Stattislauy Housing Authori Ly o.the County of Tulare i I 15 of 15 I BYLAWS OF THE CALIFORNIA AFFORDABLE HOUSING AGENCY (CaIAHA) adopted i I May 31, 2001 Amended Januare 9, 2006 ' I I I I TABLE OF CONTENTS ARTICLEI NAME.................................................................................................... ARTICLE II OFFICES................................................................................................3 IARTICLE III LIMITATION ON AGENCY.....................................................................3 I ARTICLE IV MEMBER EN'TITIES...................................•... ......• -•-•-•.... ............... i IARTICLE V DEBTS AND LLABIL.TTIES.......................................................................T ARTICLE VI DIRECTORS... ........... •---•--•-•-•.............................................................4 ARTICLE VII COMMITTEES.......---.......... ......................................................b I ARTICLE VIII OFFICERS.........................................................................................: IARTICLE LY _MEMBER ENTTFY INDEMNITY.............................................................9 ARTICLE X OBLIGATIONS OF CONTRACTING PARTIES........................_.................9 ARTICLE XIMEMBERSHIP................... ................................................................10 ARTICLE XII ADMISSION,WITHDRAWAL AND EXPtiL.SION..................................10 ARTICLE XIII FEES................................. .•-.........................................................11 ARTICLE XIS` ADMINISTRATOR...........................................................................12 ARTICLE XV PURCHASE OF ItiSURA\CE..............................................................12 I IARTICLE XVI EVEN-TS OF DEFAULT AND RE\IEDIES.............................................12 ARTICLE XVII TERMINATION..............................................................................14 I ARTICLE XA-III AMENDMENTS............................................................................14 ARTICLE XIX RECORDS A_tiD REPORTS................................................................1-I I ARTICLE XX CONSTRUCTION AND DEFINITION.......................--.-.-•-..-..--.....-....15 I CERTIFICATE OF SECRETARY................................................................16 I I '_oY16 f I I � I I I f L— ' I I , IBYLAWS OF CALIFORNIA AFFORDABLE HOUSING AGENCY ARTICLE I I NAME The name of this public entity is the "California Affordable Housing Agency" (CalAHA) (the "Agency' I I ARTICLE II I OFFICES I. Princival Office. The principal office for the transaction of the business of the Agency is located at '0�9 Forest Avenue, Suite 10, Chico, CA 959_€. The directors may change the principal office from one location to another. Any change of this location shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the neiy location. Other Offices. The Board of Directors mar at anv time establish branch or subordinate offices at any place or places_ I ARTICLE III LIMITATION ON AGENCY I The Agency's exercise of its power under the California Affordable Housing Agency I Joint Po«=ersAgreement O PA) and these Bylaws shall be restricted to the extent required under California Government Code Section 6309. Housing Authority of the County of Butte is herebv designated pursuant to said Section 6509 regarding the manner in which the Agency exercises I it powers. This designation may be changed by a two-thirds (2/31) rote of the Board provided that the designated agency must be a city or county housing authority in California. I I � ARTICLE W I MEMBER ENTITIES in addition to the original contracting parties to the IPA, any other housing authority established under California lair, as defined in California Government Code Section 6300. I which becomes a contracting party pursuant to the TPA, is a Member Entity. Any contracting party who withdraws or is expelled pursuant to these Brla-,%-s shall cease to be a Member I Entity. I 3 of 16 I � I I I I i I II I L I + ARTICLE V DEBTS AND LIABILITIES ' I The debts, liabilities and obligations of the Agency shall not be the debts, liabilities or obligations of any or all of the Member Entities- ARTICLE VI i DIRECTORS 1. Powers. (a) General Pokers. The business and affairs of the Agency- shall be managed, and all pourers shall be exercised, under the policy direction of the Board of Directors. (01 Specific Pourers. Without prejudice to these general pourers, the directors I shall also have the power to borrow money and incur indebtedness on behalf of the Agency and cause to be executed and delivered for the Agency's purposes, in the i Agency's name, promissory notes, bonds, deeds of trust, mortgages, pledges, i hypothecations, and other evidences of debt and securities and certificates of participation. I ' (c) Financin5i Guidelines. The directors shall also have the poorer to establish guidelines for the tc pes of project financings undertaken by the Agency- Once guidelines are established by the directors, any permanent changes thereto (i.e., those affecting all future transactions) shall require a tyro-thirds rote of the Board. Any changes, -,raisers or additions to said guidelines for one or more specific transactions which are not intended as permanent changes, however, shall require majorih rote L the Board,unless otherwise specified in said guidelines. I 1 Directors and_alternates. An elected official, an appointed officer or an employee of each Member Entity and I his/her designee(Is) shall be the director and alternate director of the Board of Directors of the I Agency. Alternates. I Alternates may attend and participate in any meeting of the Board of Directors but may I vote only if the director for whom the alternate serves is absent. Except as otherwise noted, all I provisions of these Bylaws relating to directors shall also apply to alternates. I 4. Vacancies. I (ai Events Causint acancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death of any director; (iii the removal, dismissal or resignation or retirement of a director from ' I -t of 16 I i I I I f i I I i Ii the position he;%she held with the Member Entity at the time he"she became a director; (iii) the declaration by resolution of the Board of Directors of a vacancy of the office of a i director who has been declared of unsound mind by an order of court or convicted of a felon•; (iv) the increase in the authorized number of directors; (v) in the case of alternates, written notice delivered to the Secretan- from the appointing director statim that the designation of the alternate has been revoked effective upon receipt, unless the I notice specifies a later time. (b) Resignations. No director mat resin when the Agencv would then be I left without a director or directors in charge of its affairs. � I I (c) Vacancies. Any vacancy or vacancies shall be filled pursuant to Articles -III and IX of the IPA. I (di Reduction or Increase in Number of Directors. The authorized number of directors shall be reduced by one (1) for each contracting part:- who ceases to be a I :Member Entity pursuant to Article IF of these Bylaws. The authorized number of directors shall be increased by one (1) for each addition or reinstatement of a Member Entity. Regular Meetines. Regular meetings of the Board of Directors shall be held pursuant to the TPA. 6. Special _NMeetinus. Special meetings of the Board of Directors may be called at an- time by the Chair or rice-Chair of the Board or by three (3) Directors requesting such meeting in writing. Seven (T) days written notice of a special meeting shall be given to all Directors and to such other persons who requested in w riting receipt of such notices. Written i (- days) notice may be dispensed with as to any Director who is actually present at the time the meeting convenes. The notice shall state the time and place of the meeting, and the business to I I be transacted; provided that, in the event of an emergence- meeting, onlc the minimum, notice I requirements of the Ralph M. Brown Act must be met. Business transacted at a special meeting of the Board of Directors shall be limited to the items set forth in the notice of such meeting. uorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Even- act or decision done or made by a majority- of the directors present at a meeting duh- held at which a quorum is present shallbe regarded as the act of the Board of Directors. especially those provisions relating to W approval of contracts or I transactions in which a director has a direct or indirect material financial interest, (ii) I appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, not-trithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for I that meeting. I S. Rules of Order. The Board of Directors may adopt rules of order to govern the conduct and procedure of Directors' meeting. j 9. Open'Meetings. \leetings of the Board of Directors shallbe open to the public as required bi- the provisions of the Ralph M. Brown Act and applicable case lay.. i I j 5 of 16 I j i I I II 10. Minutes. The Board of Directors shall keep or cause to be kept written minutes of � i its proceedings,except executive sessions. i 11. Fees and Compensation of Directors. Directors and members of committees may � receive such reimbursement of expenses as may be determined by resolution of the Board of IDirectors to be just and reasonable. L. Deler_ation of Powers. The Board of Directors mat- delegate any of its potters. I ARTICLE VII COtIMITTEES j I 1. Committees of Directors. The Board of Directors shall have the following I standing committee: Executive Committee. upon written notice after-the-fact, the Chair mat- I I designate one fl) or more ad 'hoc advisor- committees, each consisting of two ('_) or more directors or alternates, and any other persons appointed by the Chair, to be ratified by and serve at the pleasure of the Board, and to exercise such powers as may be delegated to it by the Chair. except that no committee mac: (a) take ant- final action on matters which. under the TPA, requires approval of a majority or more of all the directors; I (I-N) amend or repeal Bylaws or adopt net. Bvlaw s; I (c) amend or repeal ant resoiution of the Board orectors. I f Di I (d) appoint any other committees of the Board of Directors or the members I Iof these committees; or (e) approve any transaction x_11 to which the Agency is a Party and one or I more directors have a material financial interest as defined in the California I Government Code; or (2) between the Agency and one or more of its directors or between the Agencv or am-person in which one or more of its directors have a material I Ifinancial interest. I I _tleetins and Action of Committees. \Meetings and action of committees shall be i governed by, and held and taken in accordance with, the provisions of Article VI of these Byiatcs, concerning meetings of directors, with such changes in the context of those Byiatys as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by 1 resolution of the Board of Directors or by resoiution of the committee. Special meenngs of I committees may also be called by resolution of the Board of Directors or the committee seeking to meet. Notice of special meetings of committees shall also be given to any and all directors and alternates, who shall have the right to attend all meetings of the committee. -Minutes shall be kept of each meeting of any committee and shall be filed with the Agency records. I � I � eof16 I i I I f � I3. Executive Committee. A standing committee comprised of not to exceed five I members shall be charged with exercising all powers of the Board of Directors, except as � Iotherwise prescribed in these Bvlaws and the IPA, during Times when the Board of Directors does not meet or is unable to convene a meeting. The Board shall,by majority-vote, select up to five members of the Executive Committee. ARTICLE VIII I OFFICERS II 1. Officers. The officers of the Agency shall be the Chair, Vice-Chair, Executive Director, Secretary and Treasurer. The Chair, Vice-Chair and Secretary shall be directors and I shall be appointed to the Executive Committee by the Board of Directors. The Executive Director shall be hired by the Executive Committee of the Board of Directors. The Treasurer of the Agency shall be appointed by the Executive Committee. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve I concurrenth_-as either the Chair or Vice-Chair of the Board. Election of Officers. At the first meeting of the Board of Directors, and as I I necessary thereafter, nominations for the offices of Chair and Vice-Chair, and Secretary shall be I made and seconded by a director. If more than two (?) names are received in nomination for anv one office, balloting shall occur until a nominee receives a majority of the votes cast; provided that after the first ballot the nominee receiving the fewest votes shall be dropped I from the balloting. Each officer shall serve a one (1) rear term. Any officer may succeed I himself;herself and may serve anv number of consecutive or non-consecutive terms. Removal of Officers. An officer mac be removed, with or without cause, be a I majority vote of the Board of Directors at a regular or special meeting. 4. Vacancies. Am- vacancy in anv office because of death, resignation, removal, i disqualification or anv other cause shall be filled for the balance of the vacated term in the manner prescribed in these Bvlaws for regular appointments to that office; provided, however, that such vacancies may be filled at anv regular or special meeting of the Board of Directors. 5. Resi-nation of Officers. In the absence of a contrary written agreement, anv i officer max- resign at any time by giving written notice to the Executive Director or Secretarv. :env resignation shall take effect at the date of the receipt of that notice or at any later time I I specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. In. Responsibilities of Officers. I I Ijai Chair of the Board. The Chair of the Board shall preside at meetings of I the Board of Directors and the Executive Committee and exercise and perform such other powers and duties as may be from time to time assigned to him%her by the Board I of Directors or prescribed by the Bvlaws. I I b1l Vice-Chair of the Board. The Vice-Chair of the Board shall fulfill all the I duties of the Chair in his/her absence. i I Of 16 I I I I I I I I Ii i I I I I � I L IF I � I (c) Executive Director. Subject to such supercisory powers as mai- be given by the Board of Directors to the Chair of the Board, the Executive Director shall, subject I to the control of the Board of Directors, generally- supervise. direct, and control the business and the employees of the Agency-. He or she shat have such other powers and duties as mai-be prescribed by the Board or the Bylaws. I I (d) Secretary-. The Secretary-shall: I Iiii Book of Minutes. Deep or cause to be kept, at the principal j executive office or such other place as the Board of Directors mai- direct, a book I of minutes of all meetings and actions of directors and committees of the Agency, with the time and place of holding, whether regular or. special, and. if special, hog.- authorized, the notice given, the names of those present at such meetings and the proceedings of such meetings. I I iii) Notices and Other Duties. Give, or cause to be given,notice of all I meetings of the Board of Directors and Committees of the Agency- required be the Bylaws to be given. He or she shall have such other powers and perform such other duties as max be prescribed bY the Board of Directors. ei Treasurer.Tre The Treasurer shall attend to the following: I I (i) Books of Account. The Treasurer shall keep and maintain, or I cause to be kept and maintained, adequate and correct books and records of i accounts of the properties and business transactions of the Agencv. including accounts of its assets, liabilities, receipts, disbursements. gains, losses, capital. I retained earnings, and other matters customarily included in financial I statements. The books of account shall be open to inspection by any director at I all reasonable times. (iii Deposit and Disbursement of Monet- and Valuables. The I Treasurer shall deposit all money- and other valuables in the name and to the � I credit of the Agency- with such depositories as mai- be designated by the Board I of Directors; shall disburse the funds of the Agencv as mai- be ordered by the Board of Directors; shall render to the Directors, whenever they- request it, an account of all of hisa.her transactions as Treasurer and of the financial condition I of the Agencn-; and shall have other powers and perforin such other duties as may be prescribed by the Board of Directors or the Bvlaws. i iii) Bond. If required by the Board of Directors, the Treasurer shall give the Agency- a bond in the amount and with the surety- or sureties specified by the Board for faithful performance of the duties of hi her office and for restoration to the Agency of all its books, papers. vouchers, money. and other propertv of every kind in his./her possession or under his/her control on his/her death,resignation,retirement,or removal from office. I I I S of le I I I I I I I I I I I I I I I - I Fees and Compensation. The officers may receive such reimbursement of- expenses fexpenses as mac- be determined by resolution of the Board of Directors to be just and reasonable. I I ARTICLE IX I I MEMBER E'_tiTITY INDEMNITY I Each member entity hereby agrees to indemnify and hold harmless all other member entities to the extent any liability is found or imposed against said member entity pursuant to I California Government Code Section 895.2. I ARTICLE X I OBLIGATIONS OF CO\TRACTI\G PARTIES i. Release and Indemnification. The encmax require parties with �cnom it I I contracts for professional and other services to indemnify and save it, its members, and the Board members, officers and employees of each of the foregoing harmless from and against all claims,losses and damages,including legal fees and expenses,arising out of: I (aithe use, maintenance, condition or management of, or from any work or thing done on a project by the contracting party (the Contracting Party") or at its � direction or request, ' _b) am- breach or default on the part of the Contracting Party in the I performance of any of its obligations under its agreement with the Agency, icj any negligence of the Contracting Party or of any of its agents, I contractors,servants,employees or licensees with respect to the project, I(d) am-negligence of any assignee of the Contracting Party or of anv agents, contractors, servants, employees or licensees of any assignee of the Contracting Parh- with respect to the project,or I (ej the acquisition, construction and installation of the project or the authorization of payment, of the costs of acquisition by the Contracting Party or authorization of payment of costs of repairs to the project. i \o indemnification to the Agency or its members will be required to be made by the Contracting Part° for willful misconduct. negligence, or breach of dutc• by the Agencv, Its members or their officers, agents,employees, successors or assigns. '. Ad-0501-S. The Agency shall, at its discretion, hire advisors as it deems necessary I to evaluate and advise it as to Projects proposed for financing including, but not limited to, the credit-worthiness of the Contracting Party, the appropriateness of the financing structure of the I ' project and the risk involved with the project. Any and all such costs or fees shall be paid by I I Q of 16 I I I I I I i I I I I I I i I I the Contracting Part: whether or not the proposed financing is approved by the Agency or completed. 3. Payment of Costs and ExT)enses. Contracting Parties shall be required to pay anv and all costs and expenses involved in or associated in am- way with their particular Ifinancing transaction. This obligation shall survive termination of the Agency. i IARTICLE XI IMEMBERSHIP I All cite- or counh- housing authorities in the State of California shall be eligible to join I I the Agencv as Voting Members subject to the approval of the Board of Directors. I ARTICLE XII ADMISSION,'VVITHDRAIVAL ANTD EXPULSION 1. Conditions for Admission of a \en- Member Entitv. Each applicant for imembership,in the Agency shall meet the mirn;mum qualifications: (a) such new Member Entity shall be a city° or counts° housing authority in I the State of California; ib) passed a resolution approving entre- into the Agency designating its I 1 Board member and further authorizing the appointed Board member, or alternate. to I execute the TPA once the-Agency has approved membership; (c) applied for and been approved by at least two-thirds '2/3) of the membership of the Board of Directors for admission to the Agency; i d) Such new 'Member Entity- shall have (1) duh- executed the TPA and f I acialoi:ledbed these Bylaws. 2. Conditions to Permitting Withdrawal of a 'Member Entity-. A Member Entity I may withdraw provided that the following conditions are satisfied: I (a, such.Member Entitv shall not be in default of any_ of its obligations to pay Iany extraordinary costs or fees assessed by the Board; I (b) not later than thirty 30j days immediately preceding the effective date of such withdrawal, such Member Entity- shall have provided written notice to the Agency of its intent to withdraw; I I (c) such withdrawal shall be effective on fne first business day after the dosing of the last transaction in which said-Member Entity is involved;and I 10 of to I I I I I I I I I I I " I I � (d) at least two (2j Member Entities shall remain members of the Agency j I after such withdrawal. In the event fewer than two (2) \lember Entities would remain in the Agencx, said Member Entity max not withdraw until such time as all principal of � I and interest on anx- and all revenue bonds and other evidences of indebtedness issued i bx the Agency have been paid in full. i Notice to withdraw shallbe revocable only at the option of the Agency. I Upon withdrawal of a Member Entitx, such Member Entity shall not be entitled to a division or share of the assets of the Agency. A withdrar�-ing Member Entitx c.ai.-es anx right to receive an•of the assets of the Agencx. I _. Conditions to Permitting Expulsion of a tilember Entity. The Agency max expel a Member Entity from the Authority subject to the following conditions: I I (a) the Member Entity is in default under the terms of the IPA, these Bylaws, I i or the duh- adopted rules and regulations of the Board of Directors: or has missed three i ( ) consecutive Board of Directors-Meetings; and i (r) not later than the thirty- ('10 dais immediateh• preceding the effective date of such expulsion, two-thirds (?,'1) of the membership of the Board of Directors I I shall have consented to such expulsion bx written consent filed with the Agencx and written notice of such expulsion shall have been given to the 'Member Entitx to be expelled. Upon expulsion of a Member Entity, such Member Entity shall not be entitled to a I division or share of the assets of the Agencx. An expelled member entity waives any right to receive any of the assets of the Agency. ARTICLE XIII I FEES 1. Membership in Aoencx. No fees shall be assessed to join or continue I membership in the Agency. Extraordinan- Costs. In the event the Agency incurs any extraordinary or I Iunanticipated costs which are not Administrative Costs, including but not limited to legal fees f and;or litigation expenses, the .Member Entities shall be assessed a fee or fees on a pro rata basis as determined bx the Board of Directors necessary to pax such extraordinary or unanticipated costs. This provision shall survive termination of the Agency and...or each I member Entity's participation in it. I I I � 11 of 16 I I I i I II I I I ARTICLE XIV ADMINISTRATOR I The Executive Director is hired and directed to sere as Administrator for the Agency. In the absence of an Executive Director, an interim Administrator may be designated br the I Executive Committee of the Board of Directors to serve as interim Administrator. The i Administrator, in addition to providing general administrative support for the Agency, shall also iii locate multifamily rental projects for the Agency to purchase, (ii) recruit new members � for the Agency, tim manage properties owned by the Agencv, (iv) be responsible for all state i and federal tax reporting for the Agencv and (v) hire an independent contractor to assist the Administrator in cam>ing out and assisting with the Acim;n;ctrator's supportive functions, ARTICLE XV I PURCHASE OF PNSURANCE 1. Purchase of Insurance. In conformance with the procedures and criteria I Ideveloped by it, the Board of Directors shall cause the Agency to purchase commercial insurance or reinsurance or terminate commercial insurance or reinsurance upon a majority Irote of the membership of the Board of Directors. I IARTICLE XVI I EVENTS OF DEFAULT AND REMEDIES 1. Events of Default Defined. The following shall be "events of default' under the TPA I I and these Bvlaws, and the terms "events of default' and 'default" shall mean, whenever they are used in the TPA and these Bvlaws, with respect to a Zfember Entity, any one or more of the I foIlotiying events: (a) failure by such Member Entity to observe and perform any covenant, condition or agreement on its part to be observed or performed under the TPA or to I comply with these Bvlaws, other than as referred to in clause (b) of this Section, for a period of thirty (30) days after written notice specifying such failure and requesting that I it be remedied has been given to such Member Entity by the Agency or the Secretary; I provided, however, if the failure stated in the notice cannot be corrected within the I applicable period, the Agency, or the Secretary, as the case may be, shall not unreasonabl withhold its consent to an extension of such time if corrective action is instituted by the Member Entir_ within the applicable period and diligently pursued until the detault is corrected; (b) non-pavm_nt of any fees assessed by the Board of Directors;or I i c) the filing by such Member Entity of a case in bankruptcy, or the I subjection of any right or interest of such Member Entity under the TP--x or these Bvlaws to an_v execution, garnishment or attachment, or adjudication of such Member Entity as I I 12 of In I I i I i I I I I I I i I I i i I I a bankrupt, or assignment by such member Entity for the benefit of creditors, or the i entre- by such Member Entity- into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Member Entity in any proceedings instituted under the provisions of the Federal Bankruptcy I I Code, as amended,or under ane similar act which may hereafter be enacted. � Remedies on Default. I (a) Whenever am event of default referred to in Section I of this Article shall have happened and be continuing, it shall be lawful for the Agency to exercise any and all remedies available pursuant to law or granted pursuant to the TPA and these Bylaws. I ib In the event that the Agency elects to expel any defaulting lember I Entity, subject to the conditions described and in the manner provided in Section ; of I Article ;CII of these Bvlaws,the Member Entity nevertheless agrees to pav the Agency all costs, losses or damages arising or occurring as a result of such default and termination, I and administrative and legal costs incurred in noticing the default and effecting the expulsion. \o such expulsion shall be or become effective by operation of lacy or I otherwise,unless and until the �igen,,-shall have given written notice of such expulsion I to the Member Entity; no such expulsion shall be effected either by operation of iaw or acts of the parties hereto, except only in the manner herein expressly provided; and no such expulsion shall terminate the obligation of the expelled Member Entity to pay ane- I Ifees assessed prior to such expulsion. No Remedy Exclusive. No remed:- conferred herein upon or reserved to the ygency�is intended to be exclusive and every such remedy shall be cumulative and shall be in I addition to even- other remedy given under the TPA or these Bylaws, now or hereafter existing at lair or in equity. No delay or omission to exercise anu right or power accruing upon anv default shall impair anv such right or power or shall be construed to be a waiver thereof. but I any such right and poorer may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Agency to exercise any remedy reserved to it in these Bvlal.s. it shall not be necessary to give any notice, other than such notice as may be required in these IBylaws or by lap-. I ' 4. Agreement to Pav Attorneys' Fees and Expenses. In the event either the Agency i I or a Member Entit; should be in default under anv of the provisions of these Bylaws and the nondefaulting party should employ attorneys or incur other expenses for the collection of I moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party, the defauparta lting y grees that it will on demand therefor pay to the nondefaulting parts- the reasonable fees of such attorneys and such other expenses so I incurred by the nondefaulting party. I I 3. No Additional. Waiver Implied by One Waiver. In the event any agreement contained in the TPA and these Bvlaws should be breached by either part.- and thereafter waived b,.- the other party; such waiver shall be limited to the particular breach so waived and I I shall not be deemed to waive any other breach hereunder. I I I I 1=of 16 I I I I I I I I I I I I ARTICLE JR'II TERMINATION I I 1. Time of Termination. The Agency may be terminated upon the written consent ! of all of the Voting Member Entities u the effective termination date and such written consents � I are delivered to the Agency and the Secretary at least sixty 60) day prior to the effective termination date provided that all principal of and interest on any and all revenue bonds and other evidences of indebtedness issued by the Agency have been paid in full. I Continuing_ Obli-cations. After the termination date, the Agency shall continue to be obligated to pay, or cause to be paid any amounts due for grinding up its affairs. � including but not limited to ani- litigation costs and/or extraordinary- costs associated with a financing transaction. After the effective termination date, each Member Enti y has a continuing obligation to pay any fees assessed prior to the effective termination date. I _. Distribution of Assets. in the event anv assets remain after winding up the Iaffairs of the Agency, such sums shall be distributed as provided in the TPA. I ARTICLE k`VIII I AMENDMENTS ! Subject to the limitations set forth below. the Board of Directors may adopt. amend or Irepeal Bylaws.Such poker is subject to the following limitations: I tai The Board of Directors may not amend a bylaw provision fixing fne authorized number of directors or the minimum and maximum number of directors. I (b) If any provision of these Bylaws requires the vote of a larger proportion I I of the directors than a simple majority, such provision may not be altered, amended or I fI repealed except by cote of such larger number of directors. I (c) The Board of Directors may not delete or amend Bylaw provisions requiring compliance with the TPA. ARTICLE XIX I RECORDS AND REPORTS 1. Maintenance of Authority Records. The Agency shall keep: I (al Adequate and correct books and records of account; (b-1 Minutes in written farm of the proceedings of its Board, and committees I iof the Board. All such records shall be kept at the Agen�-s principal executive office, or if its I principal executive office is not in the State of California, at its principal business office I in this state. I 14 of 16 I i I I I I I I I I I I I _ � I - i I I ' Inspection Ris-,_hts. I I iaj Any Member Entih- mat inspect the accounting books and records and I minutes of the proceedings of the Board and committees of the Board,. at am-reasonable time,for a purpose reasonably related to such person s interest. i (b) Any inspection and copying under this section may be made in person or I by-an agent or attorney or the entit<, entitled thereto and the right of inspection includes I the right to copy- and make extracts. I I \iaintenance and Inspection of TPA and By"Id%vs. _11 he Agencv shall keep at its principal executive office the original or cop-,- of the TPA and these Bvlaws as amended to date, I I which shall be open to inspection by the Agency or any :Member Entity- at all reasonable times during office hours. I 1. Inspection by Directors. Every- director shall have the absolute right at any I I reasonable time to inspect all books, records, and documents of every- hind and the physical properties of the Agency. This inspection by a director may be made in person or by an agent I or attorney, and the right of inspection includes the right to copy- and make extracts of I documents. Annual Report. a Not later than the April 1 after the close of the Agency,; fiscal year, the I I Board shall cause an annual report prepared by a Certified Public Accountant to be sent to the governing body-of each Member Entity-. (bj The report required by this section shall be accompanied by anv report I thereon of independent accountants, or, if there is no such report,by- the certificate of an authorized officer of the Agency- that such statements were prepared without audit from i the books and records of the Agency. C. Fiscal Year. The Agencv's fiscal year shall be from Tanuary I to December 31. I ARTICLE XX I CONSTRUCTION AND DEFINITIONS � IUnless the context requires otherwise, the general provisions. rules of construction and definitions in the California Civil Code shall govern the construction of these By-laws. Without Ilimiting the aeneralitv of the above, the term 'person includes both the Agency- and a natural person and any capitalized term not defined in these Bylaws shall have the meaning ascribed I to it in the TPA. I I _ I I I is of In i I I I I I I I I I I CERTIFICATE OF SECRETARY 1, the undersigned, certify that I am the presently appointed and acting Secretary of the California Affordable Housing Aaencv and that these amended Bx-laws,consisting of 16 pages, including g this page, were adopted b-,- the Board of Directors of the California Affordable 0 - I Housing Agencv at its meeting on january 0, 2006. Dated: January 9, -'_006 GARY E.SAM AR 5ecretary for the California Affordable Housing Agency 16 of 16 CALIFORNIA AFFORDABLE HOUSING AGENCY NEW 'UMBER AGREEMENT j WHEREAS, the Board of Commissioners of the Housing Authority- of the Count- of Contra Costa has voted on to join the California Affordable Housing Agency- and y WHEREAS, the Housing Authority- of the Count- of Contra Costa appointed and � authorized its Executive Director, Rudy- Tamavo, to act as its representative to the California Affordable Housing Agency- Board of Directors and further authorized its Executive Director. Rude Tamavo. to execute the JOINT POWERS AGREEMENT of the California Affordable Housing Agency- once the Agency- has approved the Housing Authority of the Count- of Contra Costa's membership; and. I WHEREAS, the Board of Directors of the California Affordable Housing Agency has i approved by Resolution No. the Housing Authority- of the Count- of Contra Costa as a full voting and participating member of the California Affordable Housing Agency. � NOW THEREFORE, the Housing Authority of the Count- of Contra Costa hereby- accepts i membership in the California Affordable Housing Agency- as a full participating member with its Executive Director, Rude Tamavo. acting as its representative on the Board of - i Directors. I The Housing Authority- of the Counn_- of Contra Costa has read. approved and agrees to be bound by all of the terms and conditions of JOINT POWERS AGREEMENT CREATING THE AFFORDABLE HOUSING AGENCY. dated ;March 1. 2001 and as amended Max- 31. 2001. and January 9. 2006. and the Bylaws of the California Affordable i Housing Agency. The Housing Authoritn of the Count- of Contra Costa further agrees to be bound to ani- modification. addition or deletion to the aforementioned JOINT POWERS AGREEMENT and or Agency- Bylaws. j i IN WITNESS WHEREOF, the Housing Authority of the Count- of Contra Costa hereby- i executed this NEW MEMBER AGREEMENT as of the day and rear written below. " I DATE: HOUSING AUTHORITY OF THE I COUNTY OF CONTRA COSTA i I I I By � Rude Tamayo, Executive Director i I i i I I I I K JudpHa}es\1SOFFICE'_XVIN WORD BOARD BO-IPA Ca!AKA-tiEW MEMBER AGW4-\-T.de-c