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HomeMy WebLinkAboutMINUTES - 03121996 - C52 HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA TO: BOARD OF COMMISSIONERS FROM: Richard J.Martinez,Executive Director DATE: March 12, 1996 SUBJECT: CALIFORNIA HOUSING AUTHORITIES RISK MANAGEMENT AGENCY(CHARMA) JOINT EXERCISE OF POWERS AGREEMENT SPECIFIC REQUESTS) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: ADOPT proposed changes to the California Housing Authoirities Risk Management Agency (CHARMA)Joint Exercise of Powers Agreement and AUTHORIZE the Executive Director of the Housing Authority of the County of Contra Costa to execute this revised Joint Exercise of Powers Agreement, as recommended by the Advisory Housing Commission. IL FINANCIAL IMPACT: None. III. REASONS FOR RECOMMENDATIONBACKGROUND On February 4, 1986,the Board of Commissioners approved execution of a Joint Powers Agreement to Provide Risk Management Services for California Housing Authorities.'- Since that time, the CHARMA groups has grown to include six Housing Authorities: Contra Costa, Oakland, Marin, Fresno, Santa Clara and Sacramento. CHARMA is currently seeking accreditation by the California Joint Powers Agency and changes in CHARMA's Joint Exercise of Powers Agreement(JPA) have been proposed which would bring the JPA into conformance with government code requirements and allow CHARMA to pass the accreditation process. The revised JPA reflects these changes. A copy of the JPA was forwarded to County Counsel for review and comment. At its meeting on February 26, 1996, the Advisory Housing Commission moved to recommend that the Executive Director be authorized to execute the revised Joint Exercise of Powers Agreement to Provide Risk Management Services for California Housing Authorities. IV. CONSEQUENCES OF NEGATIVE ACTION: Should the Board of Commissioners elect to not authorize the Executive Director to execute the revised Joint Exercise of powers Agreement to Provide Risk Management Services for California Housing Authorities, the Housing Authority would lose its $5,000,000 liability insurance coverage. CONTINUED ON ATTACHMENT: YES SIGNATURE ,`' RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON March 12, 1996 APPROVED AS RECOMMENDED X OTHER VOTE OF COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS (ABSENT ., #3 1 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 March. 12., 1996 PHIL BATCHELOR, CLERK OF THE BOARD OF COMMISSIONERS AND CO TY ADM�INNISTRATOR DEPUTY j.61.E EsSELSTEIN, WRIGHT, WILLIAM D.ESSELSTEIN TIMOTHY C. WRIGHT JONES & GREENBERG KINGSFORO F. JONES A PROFESSIONAL CORPORATION DIANE S.GREENBERG SUSAN D.FLAX ATTORNEYS AT LAW GOLNAR YAZOI MOGHIMI OF COUNSEL 750 MENLO AVENUE, SUITE 250 HAROLD C.WRIGHT MENLO PARK, CALIFORNIA 94025 FORMERLY t41SI 324-0022 FAX (4151 321-0108 ROBERTSON. ALEXANDER LUTHER.CSSELSTEIN SHIELLs & WRIGHT MEMORANDUM TO: Board of Directors, FROM: Legal Counsel DATE: December 15, 1995 SUBJECT: Amendment to CHARMA's Joint Exercise of Powers Agreement As directed by your Board, I have prepared a document which, if found to be acceptable by the Board, would make several amendments to CHARMA's JEPA. A copy of the draft is enclosed for consideration at your January meeting. Also enclosed is a form of resolution which could be employed to reflect Board approval of the amendment. In general, the proposed changes would accomplish the following: • Empowers CHARMA, acting through your Board, to impose special assessments and to declare dividends. '0Designates the Treasurer as CHARMA's Auditor. (In a letter to me dated November 20, 1995, Stuart Hughes stated he would be willing to accept the additional responsibilities of the office of Auditor. ) : Provides that the same limitations which apply to the exercise of governmental powers of housing authorities, as specified in the Housing Authority Law, also limit CHARMA's powers. These changes would bring the JEPA into conformance with Government Code requirements which pertain to the organization of joint exercise of powers agencies. By making these changes, CHARMA's JEPA should be in adequate shape to pass muster during any accreditation process. The only issues which may deserve more refined treatment in the amendment relate to special assessments and dividends. I Board of Directors December 15, 1995 Page 2 believe the language proposed is adequate unless the Board wishes to attach limitations on how these powers are to be exercised. In addition to the foregoing matters, I made some other changes in wording which I felt would improve the provisions being amended. In general they were minor editorial modifications whose only legal significance would be the elimination of potential ambiguities. However with respect to the revisions to Article 8, I reworded the provision so as to expressly require the Board to procure an annual financial audit, which is required by law. And in connection with the revisions to the last paragraph of Article 6, 1 added language which expressly permits the Board to delegate the exercise of its powers. Neither of these changes will affect CHARMA's existing practices, but I believe it is prudent to state these rather fundamental matters explicitly. I have also attached excerpts from the current version of the JEPA so that you can readily compare the proposed language changes with the existing language. I will be pleased to answer m y est' s you may have es y u a� concerning these matters. 0' i am P(. t8sselstein Enclosures 1a\c:\bod-amendment.memo DRAFT AMENDMENT TO "SECOND AMENDED JOINT EXERCISE OF POWERS AGREEMENT TO PROVIDE RISK MANAGEMENT SERVICES FOR CALIFORNIA HOUSING AUTHORITIES" This "Amendment" is an agreement between the following "Parties" who are the constituent members of California Housing Authority Risk Management Agency("CHARMA"). Contra Costa Housing Authority Fresno Housing Authority Marin Housing Authority Oakland Housing Authority Sacramento Housing & Redevelopment Authority Santa Clara Housing Authority Recitals A. CHARMA was formed pursuant to a joint exercise of powers agreement (the "Agreement") in April 1986. The Agreement was amended in May of 1988 and amended once again effective January 1, 1989, at which time the Agreement was restated in its entirety. . B. ARTICLE 21 of the Agreement provides that the "Agreement shall be altered or amended only by the mutual consent of all parties signatories hereto." C. The Parties desire to alter and amend the Agreement in certain respects, as more particularly described in this Amendment. Terms and Conditions In consideration of the Recitals stated above and the following Terms and Conditions, the Parties agree as follows: 1. The Agreement, as previously amended and restated, is further amended in the following respects: (a) Section (1) of ARTICLE 2., "DEFINITIONS", is amended in its entirety to read as follows: (1) "Dividend" shall mean the amount of money or property distributed by the Agency to a member pursuant to a dividend plan or policy adopted and approved by resolution of the Board; disbursements to members for other purposes in the ordinarily cause of CHARMA'S business ate-hot dividends. DRAFT (b) Section(bb)of ARTICLE 2., "DEFINITIONS", is amended in its entirety to read as follows: (bb) "Special Assessment" shall mean an extraordinary assessment authorized by the Board in addition to the annual assessment(s) or other assessments authorized by this Agreement. (c) Section (b) of ARTICLE 6., "POWERS", is amended in its entirety to read as follows: (b) To fix and require payment by all members of subsequent Annual Assessments and Special Assessments to the extent such assessments are deemed necessary or appropriate to facilitate the general purposes of this Agreement; (d) The last paragraph of ARTICLE 6., "POWERS", is amended in its entirety to read as follows: The powers of CHARMA shall be exercised by and through the Board of Directors in the manner provided by law, this Agreement and the By-Laws. Except as expressly set forth in this Agreement, CHARMA's powers shall be subject only to those restrictions applicable to housing authorities under the "Housing Authorities Law", Health & Safety Code Sections 34,200 and following. The Board of Directors may delegate the exercise of CHARMA's powers to CHARMA's officers, program director, risk manager, designated claims manager or other persons as provided in this Agreement, the By-Laws or otherwise by the Board of Directors. (e) Section 0) is added to ARTICLE 6., "POWERS", to read as follows: (j) To fix and declare dividends as appropriate to further the purposes of this Agreement. (fJ ARTICLE 8, "ADM NISTRATION OF FINANCES", is amended in its entirety to read as follows: The Board of Directors shall designate a Treasurer of the Agency in accordance with Section 6505.5 of the Government Code. The Treasurer so designated shall also serve as the Agency's Auditor and shall have all of the duties prescribed in Government Code Sections 6505 and 6505.5. The Treasurer shall be the depositary of the Agency's funds, which shall be invested in compliance with all applicable laws. 2 DRAFT The Board of Directors shall cause an annual audit to be performed of the Agency's revenues, disbursements, accounts, records, and other relevant financial affairs as required by Government Code § 6505. 2. This Amendment shall be effective after it has been approved as provided in ARTICLE 21 of the Agreement and signed by all members and approved by CHARMA's Board of Directors. 3. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect. IN WITNESS of their mutual consent to and approval of the foregoing agreement, the Parties have executed this Amendment on the dates indicated adjacent to their respective signatures. Dated: 1996 CONTRA COSTA HOUSING AUTHORITY By Its Authorized Representative Dated: 1996 FRESNO HOUSING AUTHORITY By Its Authorized Representative Dated: 1996 MARIN HOUSING AUTHORITY By Its Authorized Representative 3 DRAFT Dated: , 1996 OAKLAND HOUSING AUTHORITY By Its Authorized Representative Dated: 1996 SACRAMENTO HOUSING & REDEVELOPMENT AUTHORITY By Its Authorized Representative Dated: 1996 SANTA CLARA HOUSING AUTHORITY By Its Authorized Representative I a\c:\charma\2ndamend.agreement 4