HomeMy WebLinkAbout2019-40 - Entering into the Joint Exercise of Powers Agreement to Become a Member of the Orange County Housing Finance TrustRESOLUTION NO. 2019-40
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH, CALIFORNIA, ENTERING INTO
THE JOINT EXERCISE OF POWERS AGREEMENT TO
BECOME A MEMBER OF THE ORANGE COUNTY
HOUSING FINANCE TRUST
WHEREAS, homelessness in the Orange County region has increased over time
to at least 4,500 people as of the 2017 Point in Time Count conducted by 2-1-1 Orange
County, a non-profit organization;
WHEREAS, homelessness locally is a result of various causes such as the lack of
affordable and supportive housing units, the high cost of workforce housing, mental illness
and substance abuse;
WHEREAS, the increase in homelessness creates humanitarian, financial and
public safety issues as Orange County residents and others without adequate shelter
sleep in public areas including streets, parks, sidewalks, transit centers, riverbeds, storm
channels, restrooms, and libraries;
WHEREAS, according to a 2017 study (based on 2014-15 dollars) conducted by
United Way of Orange County and the University of California, Irvine, the cost of
homelessness on our community resources and facilities is estimated at $300 million per
year;
WHEREAS, Orange County lacks emergency and bridge shelters, transitional
housing, rapid rehousing, supportive housing and affordable units to serve the homeless;
WHEREAS, public agencies may enter into agreements to jointly exercise
common powers pursuant to California Government Code Section 6500 et. seq.;
WHEREAS, in 2018, Orange County leaders worked with the California
Legislature to pass Assembly Bill 448 which authorizes the creation of the Orange County
Housing Finance Trust ("Trust"), a joint powers authority, for the purpose of funding
housing specifically assisting the homeless population and persons and families of
extremely low, very -low and low income within the County of Orange;
WHEREAS, to join the Trust, the County of Orange and cities in Orange County
may execute the Joint Exercise of Powers Agreement attached hereto as Exhibit "A"
authorizing the City's membership in the Trust, describes the roles and responsibilities of
the Trust, as well as its governance structure;
Resolution No. 2019-40
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WHEREAS, the governance of the Trust will be further supported by the draft
Bylaws of the Trust attached hereto as Exhibit "B"; and
WHEREAS, the City of Newport Beach desires to join the Trust.
NOW, THEREFORE, the City Council of the City of Newport Beach resolves as
follows:
Section 1: The City Council does hereby authorize the City's membership in the
Trust, subject to the terms set forth in the attached Joint Exercise of Powers Agreement,
attached hereto as Exhibit "A".
Section 2: The City Council does hereby agree to Bylaws in substantial
conformity with the draft Bylaws attached hereto as Exhibit "B".
Section 3: The City Council does hereby authorize the City Manager to execute
the Joint Exercise of Powers Agreement.
Section 4: The City Council does hereby authorize the City's allocation to the
Trust in an amount not to exceed $25,000.00. The City Council does hereby encourage
the Governing Board of the Trust to use every effort to minimize and offset administrative
costs; including using contracted staff, partnerships with other like-minded entities for an
office site or other administration functions, and by actively seeking bond or other non -
general fund sources to offset administrative costs.
Section 5: The City Council does hereby direct the City Manager to give a status
update to the City Council within one year including a determination whether the Trust
has appropriately minimized administrative costs as provided herein.
Section 6: The recitals provided in this resolution are true and correct and are
incorporated into the operative part of this resolution.
Section 7: If any section, subsection, sentence, clause or phrase of this
resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not
affect the validity or constitutionality of the remaining portions of this resolution. The City
Council hereby declares that it would have passed this resolution, and each section,
subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
Resolution No. 2019-40
Page 3 of 3
Section 8: The City Council finds the adoption of this resolution is not subject to
the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the
activity will not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3,
because it has no potential for resulting in physical change to the environment, directly or
indirectly.
Section 9: This resolution shall take effect immediately upon its adoption by the
City Council, and the City Clerk shall certify the vote adopting the resolution.
ADOPTED this 23rd day of April, 2019.
ATTEST:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Diane B. Dixon
Mayor
-I. X L�� D
�-Aa n C. Harp
City Attorney
Attachment(s): Exhibit A — Joint Exercise of Powers Agreement
Exhibit B — Bylaws of the Orange County Housing Finance Trust
EXHIBIT A
JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement") is
made this _ day of , 2019 (the ."Effective Date"), by and between the
following public entities (collectively, the "Parties"): . , and
(collectively, the "Cities") and the COUNTY OF ORANGE (the "County").
RECITALS
A. The Parties are responsible for. the health and safety of the residents
within their geographic boundaries.
B. Each Party has the individual power to implement affordable housing
projects and programs generated within its jurisdictional boundaries, as well as to
create and issue development agreements for such activities.
C. The parties find it in their mutual economic interest to address work
force housing, affordable housing, and supportive housing issues on a regional level.
D. A countywide adequate supply of housing will provide social and
economic benefits to residents and taxpayers of the parties.
E. The Parties desire to act in the public interest to lessen the burden of
government by reducing the need for each party to act individually, and to provide
charitable support for affordable housing in Orange County.
F. California Government Code section 6500 et seq. ("Joint Exercise of
Powers Act" or "Act") permits two or more public agencies to create joint powers
authorities for the purposes cited herein, and permits the agencies to exercise
jointly any power that the public agencies could exercise separately, and further
grants certain additional powers to such joint powers authorities.
G. California Government Code section 6539.5 authorizes the County of
Orange and any of the cities within the County of Orange to create a joint powers
agency known as the Orange County Housing Finance Trust ('OCHFT'), which may
do any of the following: (1) fund the planning and construction of housing of all .
types and tenures for the homeless population and persons and families of
extremely low, very low, and low income, as defined in Section 50093 of the Health
and Safety Code, including, but not limited to, permanent supportive housing; and
(2) receive public and private financing and funds.
H. California Government Code section 6539.5 also authorizes the parties
to a joint powers agreement, which is executed pursuant to its provisions, to grant
OCHFT the power to authorize and issue bonds, certificates of participation, or any
other debt instrument repayable from funds and financing received and pledged by
OCHFT. However, at this point in time, it is the consensus of the Parties to the
Agreement not to grant OCHFT the power to authorize and issue bonds or other
debt instruments. This Agreement may be amended in the future to grant OCHFT
the power to issue bonds or other debt instruments.
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EXHIBIT A
G. Local land -use decisions remain solely with each party. Nothing in
this Agreement deprives any party of its sovereign powers with respect to land -use
or transfers such powers to the joint powers authority.
NOW, THEREFORE, in consideration of the mutual promises set forth
below, the -parties agree as follows:
Section 1. Creation and Purpose.
(a) Creation of OCHFT. Pursuant to the Joint Exercise of Powers Act,
including Section 6539.5 of the Government Code, there is hereby created a public
entity to be known as the "Orange County Housing Finance Trust." OCHFT shall
be a public entity separate and apart from the Parties, and shall administer this
Agreement.
(b) Purpose, This Agreement is made pursuant to the Joint Powers Act for
the purpose of creating OCFHT as a public entity separate from the Parties to: (i)
exercise Common Powers with respect to providing funding for the planning and
construction of housing of all types and tenures for the homeless population and
persons and families of extremely low, very low, and low income, as defined in
Section 50093 of the Health and Safety Code, including, but not limited to,
permanent supportive housing; and (ii) receive public and private financing and.
funds. The purpose of this Agreement shall be accomplished and common powers
exercised in the manner set forth in the Agreement. Nothing contained in this
Agreement shall preclude the Parties from establishing, maintaining or providing
social programs or services to its residents as it deems proper and necessary. .
Section 2. Term and Termination.
(a) Term. This Agreement shall become effective, and OCHFT shall come
into existence, on the Effective Date, and this Agreement shall thereafter continue
in full force and effect until terminated pursuant to subdivision (b) of this section.
(b) Termination. This Agreement may be terminated by agreement of the
Parties. Upon termination of this Agreement, OCHFT shall be dissolved and, after
payment or provision for payment of all liabilities, the assets of OCHFT shall be
distributed to the Parties in proportion to the contributions of each Party to OCHFT
and the amounts paid by each Party in connection with OCHFT's activities.
Section 3. Powers and Duties of OCHFT.
(a) General Powers. OCHFT shall have all the powers common to the
Parties to this Agreement necessary or convenient, specified or implied, to
accomplish the purpose of this Agreement as set forth Section 1, subject to the
restrictions set forth in Section 3, subdivision (c) below. Said powers shall be
exercised in the manner provided in the Joint Exercise of Powers Act and, except as
expressly set forth herein, subject only to such restrictions upon the manner of
exercising such powers as are imposed upon the Parties in the exercise of similar
powers.
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EXHIBIT A
(b) Specific Powers. Without limiting the generality of the powers
conferred in subdivision (a) of this Section 3, OCHFT is hereby authorized, in its
own name, to do all of the acts necessary or convenient to the accomplishment of the
purposes of this Agreement and the full exercise of the powers conferred in
subdivision (a) of this Section 3, including but not limited to the following:
(1) to make and enter into contracts;
(2) to contract for staff assistance;
(3) to sue and be sued in its own name;
(4) to apply for, accept, receive and disburse grants, loans and other
aids from any agency of the United. States of America or of the State of California;
(5) to invest any money in the treasury pursuant to Section 6505.5
of the Joint Powers Act that is not required for the immediate necessities of
OCHFT, as OCHFT determines is advisable, in the same manner and upon the
same conditions as local agencies, pursuant to Section 53601 of the California
Government Code;
(6) to apply for letters of credit or other forms of financial
guarantees in order to enter into agreements in connection therewith;
(7) to carry out all the provisions of this Agreement;
(8) to purchase obligations of any Party;
(9) to engage the services of private consultants to render
professional and technical assistance and advice in carrying out the purposes of this
Agreement;
(10) to employ and compensate counsel. including bond counsel,
financial consultants, and other advisers determined appropriate by OCHFT in the
accomplishment of the purposes of this Agreement;
(12) to contract for engineering, construction, architectural,
accounting, environmental, land use, or other services determined necessary or
convenient by OCHFT in connection with the accomplishment of the purposes of
this Agreement;
(13) for the purposes of enforcing affordable housing covenants or
holding security interests for loans, to take title to, and transfer, sell by installment
sale or otherwise, lands, structures, real or personal property, rights, rights-of-way,
franchises, easements, and other interests in real or personal property which
OCHFT determines are necessary or convenient in connection with the
accomplishment of the purposes of this Agreement;
(14) for the purposes of renting space for OCHFT to operate, to lease
to, and to lease from, a Party or any other person or entity lands', structures, real or
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EXHIBIT A
personal property, rights, rights-of-way, franchises, easements, and other interests
in real or personal property which OCHFT determines are necessary or convenient
in connection with the accomplishment of the purposes of this Agreement;
(15) to solicit charitable contributions from private sources;
(16) to propose amendments to this Agreement, including
amendments that would allow OCHFT to authorize and issue bonds, certificates of
participation, or any other debt instrument repayable from funds and financing
received and pledged by OCHFT; and
(17) to exercise any and all other powers as may be provided for
OCHFT in the Joint Powers Act or any other applicable law.
(c) Limitation on Powers. Neither this Agreement nor section 6539.5 of
the Government Code authorize OCHFT do any of the following:
(1) regulate land use in Cities or in the unincorporated area of the
County;
(2) serve as an owner or operator of housing units;
(3) levy, or advocate or incentivize the levying of, an exaction,
including an impact fee, charge, dedication, reservation or tax assessment, as a
condition for approval of a development project;
(4) require or incentivize inclusionary zoning requirements;
(5) require the Parties to this Agreement to dedicate or assign
funding for any OCHFT obligations or programs;
(6) approve a housing project or program that is not supported by
the governing body of the jurisdiction (a City or the County) in which the project is
proposed to be sited; or
(7) require the Parties to this Agreement to accept or provide any
number of housing units as a prerequisite to joining or remaining a member of
OCHFT.
Section 4. Members
The members of OCHFT shall be the parties to this Agreement who have not
withdrawn from OCHFT, and such other parties as may join OCHFT after
execution of this Agreement. New members may join on the terms and conditions
set forth in Section 10 hereof. Only the County of Orange and cities within the
County of Orange may be a party to this Agreement and a member of OCHFT.
Section 5. Board of Directors
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EXHIBIT A
(a) Selection of Directors. OCHFT shall be governed by a Board of
Directors consisting of nine Directors selected as follows:
(1) Two members of the Board of Supervisors of the County of
Orange, selected by the Board of Supervisors.
(2) Two countywide elected officials selected from the following six
Orange County elected officials: Assessor, Auditor -Controller, Clerk -Recorder,
District Attorney -Public Administrator, Sheriff -Coroner, and the Treasurer Tax -
Collector by the Board of Supervisors of the County of Orange.
(3) One city council member for the city member with the greatest
population in the North Region Service Planning Area as depicted in Exhibit A.
(4) One city council member for the city member with the greatest
population in the Central Region Service Planning Area as depicted in Exhibit A.
(5) One city council member for the city member with the greatest
population in the South Region Service Planning Area as depicted in Exhibit A.
(6) Two city council members who are each selected -from member
cities, which are not already represented on the Board of Directors. The selection of
these Directors shall be made by a City Selection Committee from votes cast on a
one -city -one -vote basis by representatives of the city members that are not already
represented pursuant to Section 5, subdivisions (a)(3), (a)(4) and (a)(5).
(b) Board Powers. Subject to the limitations of this Agreement and the
laws of the State of California, the powers of OCHFT shall be vested in and
exercised by and its property controlled and its affairs conducted by the Board of
Directors.
(c) _Advisory Board. In accordance with OCHFT's bylaws, the Board of
Directors may convene an ex officio advisory board that may include a public
member, city managers or assistant city managers, the County. Executive Officer, a
representative from law enforcement, and a representative from a housing
authority.
(d) Compensation. Members of the Board shall serve without
compensation but shall be entitled to reimbursement for any expenses actually
incurred in connection with serving as a Director. Any obligation to pay expenses
pursuant to this paragraph shall be a charge against any unencumbered funds of
OCHFT available for the purpose.
(e) Meetings of the Board of Directors.
(1) Call, Notice and Conduct of Meetings. All meetings of the Board
of Directors, including without limitation, regular, ad'ourned regular, special
meetings and adjourned special meetings, shall be called, noticed, held and
conducted. in accordance with the provisions of the Ralph M. Brown Act.
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Page 5 of 12
EXHIBIT A
(2) Regular Meetings. Regular meetings of the Board of Directors
shall be held at such dates and times as the Board may fix by resolution from time
to time.. If any day so fixed for a regular meeting shall fall upon a legal holiday then
such regular meeting shall be held on the next succeeding business day at the same
hour. No notice of any regular meeting of the Board of Directors need be given to
the individual Directors.
(3) Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairperson of the Board or by a majority of
the Directors.
(4) Quorum. A majority of the seated members of the Board of
Directors shall constitute a quorum at any meeting of the Board except that less
than a quorum may adjourn a meeting to another time and place. Every act or
decision done or made by a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors.
(5) Minutes. The Board of Directors shall keep minutes of all
regular, adjourned regular and special meetings, and shall, as soon as possible after
each meeting, cause a copy of the minutes to be forwarded to each Director and to
the Parties.
(6) Officers. The Board of Directors shall elect a chairperson and a
vice chairperson from among its members at the first meeting held in each fiscal
year. In the event that the chairperson or vice chairperson so elected ceases to be a
Director, the resulting vacancy shall be filled at the next regular meeting of the
Board of Directors held after such vacancy occurs or at a special meeting called for
that purpose. In the absence or inability of the chairperson to act, the vice
chairperson shall act as chairperson. The chairperson, or in the chairperson's
absence, the vice chairperson, shall preside at and conduct all Board of Directors
meetings.
(7) Rules and Regulations. The Board of Directors may adopt, from
time to time, by resolution, such rules, regulations and bylaws for the conduct of its
meetings and affairs as the Board determines is necessary or convenient.
Section 6. Additional Officers and Employees
(a) Officers and Contract Staff.
(1) OCHFT may contract with a Party to this Agreement for officers
and staff pursuant to Section 6, subdivision (d), or retain independent contractors,
agents, or volunteers as the Board of Directors may deem necessary to carry out any
of OCHFT's powers, upon such terms and conditions as the Board may require,
including the retaining of professional and technical assistance, provided that
adequate funds are available in OCHFT's budget and are appropriated by OCHFT
therefor.
on
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EXHIBIT A
(2) None of the officers, agents or staff, if any, directly contracted
by. OCHFT shall be deemed, by reason of their roles or duties or contracted status,
to be employed by the Parties.
(b) Treasurer and Auditor/Controller.
Pursuant to Government Code Sections 6505.5 and 6505.8, the Board of
Directors shall appoint an officer or employee of OCHFT, an officer or employee of a
public agency that is a Party to this Agreement or a certified public accountant to
hold the offices of treasurer and auditor for OCHFT. Such person or persons shall
possess the powers of and shall perform the treasurer and auditor functions for
OCHFT required by Sections 6505, 6505.5 and 6505.6 of the Government Code,
including any subsequent amendments thereto. Pursuant to Government Code
Section 6505.1, the auditor and treasurer shall have charge of certain property of
OCHFT. The treasurer and auditor shall assure that there shall be strict
accountability of all funds and reporting of all receipts and disbursements of
OCHFT. The treasurer and auditor of OCHFT shall be required to file an official
bond with the Board of Directors in an amount, which shall be established by the
Board. Should the existing bond or bonds of any. such officer be extended to cover
the obligations provided herein, said bond shall be the official bond required herein.
The premiums on any such bonds attributable to the coverage required herein shall
be an appropriate expense of OCHFT.
(c) Attorney.
The Board of Directors shall have the power to appoint one or more legal
advisors to OCHFT who shall perform such duties as may be prescribed by the
Board. The County Counsel of the County shall be OCHFT's counsel unless and
until the Board of Directors appoints other counsel to serve. such function.
(d) Administrative Services and Reimbursement of Costs.
(1) The Board of Directors may contract with a Party to this
Agreement to provide necessary administrative services to OCHFT, including the
services described in Section 6, subdivisions (a), (b) and (c). The amount charged by
the Party to provide such services to OCHFT shall be fixed by agreement between
the Board of Directors and the governing board of the Party providing such services.
In the absence of an agreement on costs, the Party providing services to OCHFT
under this Section 6 may charge OCHFT the amounts necessary to recover the
direct and indirect costs of such services.
(2) If OCHFT contracts with a Party to this Agreement to provide
OCHFT with administrative services through persons who are employees and
officers of the Party, then any retirement liabilities associated with that Party's
employees and officers shall not constitute a liability of OCHFT or any other Party
to this Agreement. This Section 6, subdivision (d)(2), shall not preclude a Party
providing administrative services to OCHFT pursuant to a contract with OCHFT
from accounting for such salary and benefit costs when negotiating the rates that
the Party will charge O.CHFT for providing such services.
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EXHIBIT A
Section 7. Financial Provisions
(a) Fiscal Year.
The Fiscal Year of OCHFT shall, unless and until changed by the Board of
Directors, commence on the 1st day of July of each year and shall end on the 30th
day of June of the next succeeding year except that the initial Fiscal Year of
OCHFT shall commence on the effective date of this Agreement and end on the
immediately following 30th day of June.
(b) Budget.
(1) General Budget. Within one hundred and twenty days (120)
after the first meeting of the Board of Directors, a general budget for the first fiscal
year shall be adopted by the vote of a majority of all of the Directors. The budget
shall distinguish between administrative costs (i.e., the -cost of operating OCHFT)
and Program costs (i.e., the financing of the programs funded or sponsored by
OCHFT). Thereafter, at or prior to the last meeting of the Board of Directors for
each fiscal year, a general budget shall be adopted for the ensuing fiscal year or
years by a vote of at least a majority of all of the Directors of the Board.
(2) Expenditures for the Approved Budget. The payment of all
OCHFT obligations is limited to the amount of appropriations allowed in OCHFT's
approved budget, except as it may be revised. with the approval of a majority of all
of the Directors of the Board of Directors.
(c) Contributions by the Parties.
(1) Administrative Cost Contributions
The County shall be responsible for OCHFT's administrative costs for one
year following the creation of OCHFT. After this initial year, and in consideration
of the mutual promises contained herein, the Parties agree that they shall make
annual contributions towards the budgeted administrative costs OCHFT in
accordance with a cost allocation formula to be approved by the- Board of Directors.
By unanimous vote, the Board of Directors may waive a parties' contribution toward
OCHFT's administrative costs. A Party's contribution to OCHFT's administrative
costs shall be in the form of money,. unless the Board approves another, form of
contribution such as services, personal property or use of real or personal property,
or other in kind contributions. The acceptance and valuation of any such non -
monetary contributions shall be as. determined by the Board.
(2) Program Cost Contributions.
The particular programs and program budget, funded, sponsored or operated
by OCHFT, as.well as the level of, and mechanisms for, the involvement of OCHFT
and each Party, in such programs and program budget, shall be determined and
approved by the Board of Directors. A Party's individual contribution, involvement
and role in any particular program or the budgeted program costs shall be as may
be mutually agreed between the Party and OCHFT.
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EXHIBIT A
(d) Accounts and Reports.
(1) Books and Records. There shall be strict accountability of all
OCHFT funds and accounts and report of all OCHFT receipts and disbursements.
Without limiting the generality of the foregoing, OCHFT shall establish and
maintain such funds and accounts as may be required by good accounting practice.
The books and records of OCHFT shall be open to inspection at all reasonable times
by each Party and its duly authorized representatives
(2) Annual Audit. The person appointed by the Board of Directors to.
perform the auditor function for OCHFT shall cause an annual independent audit of
the accounts and records of OCHFT and records to be made by a certified public
accountant or firm of certified public accountants in accordance with Government
Code section 6505. Such.audits shall be delivered to each Party and shall be made
available to the public.
(3) Annual Financial Report. Pursuant to section 6539.5 of the
Government Code, OCHFT shall publish an Annual Financial Report that shall
describe the funds received by OCHFT and the use of such funds by OCHFT. The
Annual Financial Report shall describe how the funds received by OCHFT have,
furthered the purpose of OCHFT.
(e) Funds.
Subject to the applicable provisions of any instrument or agreement which
OCHFT may enter into, which may provide for a trustee or other fiscal agent to
receive, have custody of and disburse OCHFT funds, the person appointed by the
Board of Directors to perform the treasurer function for OCHFT shall receive, have
the custody of and disburse OCHFT funds as nearly as possible in accordance with
generally accepted accounting practices, shall make the disbursements required by
this Agreement or to carry out any of the provisions or purposes of this Agreement.
Section 8. Amendments and Additional Parties.
(a) This Agreement may not be amended or modified except by a vote of
two-thirds of all of the Parties through formal action approving such an amendment
by the Parties' respective governing bodies.
(b) No addition to, or alteration of, the terms of this Agreement, whether
by written or oral understanding of the parties, their officers, employees or agents,
shall be valid or effective unless made in the form of a written amendment which is
formally adopted and executed by the Parties in the same manner as this
Agreement.
Section 9. Non -Liability for Obligations of OCHFT,
The debts, liabilities and obligations of OCHFT shall not be the debts,
liabilities and obligations of any of the Parties or personal debts, liabilities and
obligations of the Directors, officers or employees of OCHFT; provided that a Party
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EXHIBIT A
may, by an agreement separate from this Agreement, contract for, or assume
responsibility for, specific debts, liabilities, or obligations of OCHFT.
Section 10. Admission and Withdrawal of Parties
(a) Admission of New Parties. It is recognized that additional parties
other than the original parties, may wish to join OCHFT. The County of Orange and
any Orange County city may become a party to OCHFT upon such terms and
conditions as established by the Board of Directors. An Orange County city shall
become a party to OCHFT by the adoption by the city council of this Agreement and
the execution of a written addendum thereto agreeing to the terms of this
Agreement and agreeing to any additional terms and conditions that may be
established by the Board of Directors.
(b) Withdrawal from OCHFT. Parties may withdraw from OCHFT at any
time upon their governing board's adoption of a resolution that so states the party's
intent to leave OCHFT. The withdrawal of any party, either voluntary or
involuntary, unless otherwise provided by the Board of Directors, shall be
conditioned as follows:
(1) In the case of a voluntary withdrawal, written notice shall be
given to OCHFT six months prior to the effective date of withdrawal; and
(2) Unless otherwise provided by a unanimous vote of the Board of
Directors, withdrawal shall result in the forfeiture of that party's rights and claims
relating to distribution of property and funds upon termination of OCHFT as set
forth in Section 2 above.
Section 11. Notices.
Notices required or permitted hereunder shall be sufficiently given if made in
writing and delivered either personally or by registered or certified mail, postage
prepaid, to the persons and entities listed herein at the following addresses, or to
such other address as may be designated to OCHFT for formal notice:
(a) County of Orange:
Santa Ana, California
(b) City of
Section 12. Miscellaneous.
(a) Section Headings.
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EXHIBIT A
The section headings herein are for convenience only and are not to be
construed as modifying or governing or in any manner affecting the scope, meaning
or intent of the provisions or language of this Agreement
(b) Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all together shall constitute but one
and the same Agreement.
(c) Laws Governing.
This Agreement is made in the State of California under the Constitution and
laws of such State and shall be construed and enforced in accordance with the laws
of California.
(d) Severability.
Should any part, term, portion or provision of this Agreement, or the
application thereof to any person or circumstance, be held to be illegal or in conflict
with any law of the State of California, or otherwise be rendered unenforceable or
ineffectual, it shall be deemed severable, and the remainder of this Agreement or
the application thereof to other persons or circumstances shall continue to
constitute the agreement the Parties intended to enter into in the first instance.
(e) Successors.
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the respective Parties hereto. No party may assign any right or
obligation hereunder without the written consent of a majority of the other Parties.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to
be executed and attested by their duly authorized officers as of the date first above
written.
Dated:
SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRMAN OF
THE BOARD
Clerk of the Board of Supervisors
County of Orange, California
11
COUNTY OF ORANGE, a political
subdivision of the State of California
By:
Chairman of the Board of Supervisors
Page 11 of 12
NOTICE TO COUNTY OF ORANGE
TO BE GIVEN TO:
FRANK KIM
COUNTY EXECUTIVE OFFICER
10 Civic Center Plaza
SANTA ANA, CA 92702-4062
APPROVED AS TO FORM:
LEON PAGE
COUNTY COUNSEL
By:
Dated:C��, o
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EXHIBITA
Page 12 of 12
EXHIBIT B
Draft Bylaws for the OC Housing Finance Trust
(subject to approval by the Trust governing board)
Part I — Introduction to the Orange County Housing Finance Trust (OCHFT)
Establishment
Chapter 336 of the California Statutes of 2018 (AB 448, 2018, Quirk -Silva, Daly, and Moorlach) was
entered into law on September 11, 2018. Chapter 336 authorized the County of Orange and any of the
cities within the County of Orange to create a joint powers agency known as the Orange County Housing
Family Trust, which may do any of the following: (1) fund the planning and construction of housing of all
types and tenures for the homeless population and persons and families of extremely low, very low, and
low income, as defined in Section 50093 of the Health and Safety Code, including, but not limited to,
permanent supportive housing; (2) receive public and private financing and funds; and (3) authorize and
issue bonds, certificates of participation, or any other debt instrument repayable from funds and
financing received and pledged by the Orange County Housing Finance Trust.
The OCHFT was established on by the execution of the Joint Exercise of Powers Agreement (the
"Agreement") by and between the Cities of , and (collectively, the: "Cities") and the
County of Orange the "County"). These Bylaws were adopted by OCHFT's Board of Directors and
provide for the organization and administration of OCHFT. These By -Laws supplement the Agreement.
OCHFT Guiding Vision and Mission
Following the passage of AB 448, .the County of Orange and ACC -OC formed a collaborative working
group to establish the OCHFT. As such, the working group, comprised of elected officials and staff from
both the County and Cities worked to.create the guiding vision and mission as follows:
The vision of OCHFT is to provide innovative financial solutions for the humanitarian crisis of
homelessness In our local communities.
The mission of OCHFT is to strengthen -the communities in Orange County by financing the
development of housing for homeless and low-income individuals and families.
1.03 - OCHFT Guiding Principles
The guiding principles ofthe OCHFT:
• Implement the findings and declarations of AB 448.
• Provide funding based on principles of fiscal responsibility and demonstrated value to the taxpayer
and funder.
• Retain local control and the ability for local governments to use OCHFT funding for housing solutions
when needed, or to participate within the region as a whole.
0 Demonstrate accountability and transparency for members of the JPA and the public.
• Promote public-private partnerships, nonprofit collaborations, and community building to maximize
sources of funds public and private, when available, and to efficiently accelerate housing for low,
very low and extremely low income individuals and families.
• Provide opportunities to strengthen local partnerships and increase capacity of local cities and
agencies engaged in fulfilling housing goals.
• Commit to innovation and best practices in financing, production, and service delivery in supportive
housing.
• Serve the region's needs geographically by (1) extremely low, very low, low income, and supportive
housing types and (2) by population.
• Foster collaborative planning to allow for project prioritization and establish a pipeline of projects.
• Provide access to funding to ensure that Orange County receives the maximum benefit for the
resources provided.
• Incorporate County's Coordinated Entry System in conjunction with the cities' locally -driven
protocols to ensure that the developed housing resources has appropriately targeted and prioritized
eligible homeless populations for each project.
Part 2 — Bylaws of the OC Housing Finance Trust
ARTICLE I - Name
The name of this entity shall be the "Orange County Housing Finance Trust" or "OCHFT" in these Bylaws.
ARTICLE II — Membership and Purpose
Section A: OCHFT Membership
OCHFT is comprised of the County of Orange and the cities have executed OCHFT's Joint Powers
Agreement (see Exhibit _). The Agreement may be amended from time to time, as needed, and is
incorporated herein subject to those amendments.
Section B: Purposes, Functions and Preclusions
The vision of OCHFT shalbbe to provide innovative financial solutions for the humanitarian crisis of
homelessness in our local communities, in furtherance of OCHFT's mission as stated in Part 1,
Introduction. More specifically; the purpose and functions of OCHFT shall be:
• To fund the planning and construction of housing for the homeless population and persons and
families of extremely low, very low, and low income, as defined in Section 50093 of the Health and
Safety Code, including, but not limited to, housing that includes supportive services;
• To receive public and private financing and funds;
To authorize and issue bonds, certificates of participation, or any other debt instrument repayable
from funds and financing received pursuant to paragraph (2) and pledged by the Orange County
Housing Finance Trust;
To follow annual financial reporting and auditing requirements that maximize transparency and
maximize public information as to the receipt and use of funds by the agency. The annual financial
report shall show how the funds have furthered the purposes of the Orange County Housing Finance
Trust; and
• To comply with the regulatory guidelines of each specific state and federal funding source received.
OCHFT is specifically precluded from:
• Regulating land use in cities or in the unincorporated area of the County of Orange.
• Serving as an owner or operator of housing units.
• Exercising any authority to levy, or advocate or incentivize the levying of, any fee, charge,
dedication, reservation, tax assessment, or otherexaction related to development projects.
• Requiring or incentivizing inclusionary zoning requirements. The power to adopt inclusionary zoning
ordinances remain with the entities that possess land use and planning authority..
• Providing OCHFT funding for a project that is opposed by the elected body (if within an incorporated
area, the City Council, or if in an unincorporated area, the Orange County Board of Supervisors) in
which the project is proposed to be located.
ARTICLE III — Board of Directors
Section A: OCHFT Board of. Directors
All members of the Board of Directors must be from a member of the governing board of a party to the
Agreement.
Board o Rectors. The nine.(9) voting members of the Board of Directors of OCHFT shall be as
described below. Each member shall be entitled to one (1) vote on the Board:
a) County Representatives (4):
i. Two members of the Board of Supervisors of the County of Orange, selected by the Board of
Supervisors; and
ii. Two countywide elected officials selected from the following six Orange County elected officials:
Assessor, Auditor -Controller; Clerk -Recorder, District Attorney -Public Administrator, Sheriff -
Coroner, and the Treasurer Tax -Collector by the Board of Supervisors of the County of Orange.
b) City Representatives (S):
i. One City Council member for the city member with the greatest population in the North Region
Service Planning Area as measured in the most recent decennial census.
ii. One City Council member for the city member with the greatest population in the Central Region
Service Planning Area as measured in the most recent decennial census.
iii. One City Council member for the city member with the greatest population in the South Region
Service Planning Area as measured in the most recent decennial census.
iv. One City Council member from a city member with a population of between 60,000 persons and
95,000 persons as measured in the most recent decennial census; and
V. One City Council member from a city member with a population of under 60,000 persons as
measured in the most recent decennial census.
The selection of Directors described in "iv" and "v" above shall be made by a City Selection Committee
from votes cast on a one -city -one -vote basis by representatives of the city members fall within the
respective population thresholds described in iv and v.
Advisory Board (7). An advisory board consisting of the following members shall advise the Board of
Directors with respect to all matters that OCHFT Board of Directos has taken in furtherance of OCHFT's
purpose as expressed in the Agreement:
• One Public Member who also serves on the Orange County Commission to End Homelessness
(or its successor body);
• Three (3) members who are city managers or assistant city managers, whose cities are not
represented on the Board of Directors, with these three members representing cities in each of
the three Service Planning Areas or their successor delineation;
• The Chief Executive Officer of the County of Orange, or his or her designee;
• A police chief (or his or her designee); and
• A city from a Housing Authority:in�Orange County, which receives Housing Choice Voucher
funding and which is not otherwiserepresented as a city on the Board of Directors.
All Advisory Board members,'
are entitled to attend all OCHFT regular and.special meetings and to fully
participate in such meet(ngs, lint cannot vote on project applications or amendments to OCHFT bylaws,
rules, or procedures.
Advisory Board members need not be elected officials.
Section i3;;.SelecfEioni of Advisory Board Members
Appointments to the Adv(so. Board shall be as follows:
1. The Chair of the Orange County Board of Supervisors, with ratification by a majority of the Board of
Supervisors, shall appoint the representative from the Orange County Commission to End
Homelessness;,
2. The Orange County City Managers Association shall select the three City Manager or Assistant
City Manager representatives; and
3. The Orange County Police Chiefs' Association shall select the Police Chief representative.
4. The City members of OC'-.H-FT-i-;.`!.::!.
CHFT shall select a representative from a City member, whose Housing
Authority receives Housing Choice Voucher funding and which is not otherwise represented on the
Board of Directors from votes cast on a one -city -one -vote basis.
Section C: Terms and Vacancies
Board of Directors: Terms of office for members of the Board of Directors shall be for two (2)
years. A Board of Director's seat shall be deemed vacant if he or she leaves elected office, or if
his or her appointing body removes him or her. Upon a vacancy, the appointing body shall be
notified and shall attempt to fill the vacancy within sixty (60) days of the vacancy occurring.
2. Advisory Board: Terms of office for members of the Advisory Board shall be for two (2) years.
An Advisory Board member's seat shall be deemed vacant if he or she fails to attend three
consecutive regular or special meetings, or if his or her appointing body removes him or her.
Upon a vacancy, the appointing body shall be notified and shall attempt to fill the vacancy
within sixty (60) days of the vacancy occurring.
Section D. Board of Director Officers
The Board of Directors shall select a Chair and a Vice -Chair on an annual basis. Only members of the
Board of Directors may serve as Chair or Vice -Chair. If a County representative is the Chair for any one
period, a City representative shall serve as Vice -Chair. If a City representative is Chair for any one period,
a County representative shall serve as Vice -Chair.
ARTICLE IV — Duties of Officers and Board Members
Section A: Duties of the Chair and Vice -Chair
It shall be the duty of the Chair to preside at the meetings of the OCHFT. In the.Chair's absence, the
Vice -Chair shall preside at the meetings of the OCHFT.
Section B: Duties of the Board of Director Members:
• Meet when called by the Chair to plan and coordinate the business and proposed activities of
OCHFT;
• Review and consider applications for project funding;
• Review and consider OCHFT's financial information, including the Annual Financial Report, any
related independent audit,: hd,the OCHFT's;annual budget; and
• Serve on subcommittees or taskforces when appropriate.
Section C: Formation of Subcommittees
The Board may create subcommittees or task forces to accomplish the goals and purposes of OCHFT
ARTICLE V' Meetings
Section A: Regular Meetings
Regular meetingsof OCHFT's Board;shall be held once every two (2) months, unless otherwise called by
the Chair. Meeting notice, agenda ,Ancl public comment procedures shall comply with the provisions of
the Ralph M Brown`Act: The County'sClerk of the Board shall prepare meeting agendas and handle
noticing requirements.
Section B: Special Meetings
Special meetings of OCHFT may be held at any time upon call of the Chair, provided that the special
meetings' noticing and agenda complies with the Ralph M. Brown Act.
Section C: Quorum
A quorum shall exist when a simple majority of seated members of the Board of Directors are present.
Section D: Voting on Project Funding
The Board shall strive to attain a unanimous decision on all projects which receive funding from OCHFT;
however funding for a project is deemed approved following a majority (five [S] "yes" votes or more)
vote of the Board of Directors, provided that a quorum was present.
Section E: Voting on Amending OCHFT's Bylaws, Principles, or Procedures
Amendments to OCHFT's Bylaws, Principles or Procedures shall be considered at a regular meeting, and
shall comply with the Ralph M. Brown Act. An amendment to these Bylaws is deemed approved
following a majority vote of the Board of Directors.
Section F: Minutes
The Clerk of the Board shall take minutes for OCHFT. A previous meeting's minutes shall be considered
and approved at a subsequent meeting by a majority vote of the Board of Directors.
Section G: Meeting Procedure
The conduct of meetings shall be governed by Robert's Rules of Order (most recent published edition)
where the question at issue is not determined by these Bylaws.
Section H: Location of Meetings
The Board must meet in publicly -accessible places typical for hosting public meetings, such as Council
Chambers, city community rooms, or County board or conference rooms.
ARTICLE VI — Financial Review and Oversight
Section A: Annual Financial Report
The Board shall ensure that an Annual Financial Report is prepared, reviewed, adopted and made public
annually, to ensure transparency and demonstrate actions that have furthered the purposes of OCHFT.
As a part of the development. of the. Annual Financial Report, the Board shall engage an independent
auditor to complete an.independent financial audit of OCHFT's operations. The audit must be provided
to the public, and the auditor must report all findings to the Board in a public meeting.
Section B: Budget
The Annual'Budget of:OCHFT shall.be reviewed and approved by the Board of Directors in May or June
of each.year, in advance.'of:the startof OCHFT's next Fiscal Year.
Section C: OCHFT Fiscal Year
The fiscal year of OCHFT shall be from July 1 to June 30 of each year.
ARTICLE VII—OCHFT.Board Code of: Conduct
This OCHFT Board Code of Conduct represents OCHFT's commitment to high standards of ethics, public
service, collegiality, and transparency. The following standards should be regarded as minimum
expectations for conduct. OCHTT Board Members will act in accordance with and maintain the highest
standards of professional integrity, impartiality, diligence, creativity and productivity. OCHFT will act in
accordance with federal, state, and local laws and regulations.
Section A: Compliance with Policies
Members of the Board of Directors and Advisory Board will conduct the OCHFT business in accordance
with the Agreement and the bylaws of OCHFT, including conflict of interest policies.
Section B: Conflicts of Interest
The Board of Directors may not have a conflict of interest as determined by the California Political
Reform Act (the "Act"), inclusive of the Levine Act, California Government Code section 81000, et. seq.,
and the regulations promulgated to effectuate the Act. Nor shall the Board of Directors have a conflict of
interest under California Government Code section 1090. A conflict of interest is defined as a contract
or transaction between the OCHFT and an entity in which a Member of the Board of Directors or
Advisory Board, or family members of such member has a financial or other interest or of which the
Member is a director, officer, agent, partner, owner, associate, trustee, personal representative,
receiver, guardian, custodian, conservator, or other legal representative.
In the event that a member of the Board of Directors or Advisory Board could benefit financially from a
project or program that is before the Board of Directors for funding consideration, the member shall
recuse himself or herself from participating in any way, including from engaging in any discussion or
action relating to the project or program in question.
Members of the Board of Directors and Advisory Board are required to follow OCHFT Bylaws regarding
conflict of interest and code of conduct.
Section C: Confidentiality
Members of the Board of Directors and Advisory Board must maintain the highest standards of
confidentiality regarding information obtained directly or indirectly: through their involvement with the
OCHFT. This includes but is not limited to information about applications for funding, OCHFT members
and their organizations and funded agencies. Members must also avoid inadvertent disclosure of
confidential information through casual public discussion, which.may be overheard or misinterpreted.
Section D: Gifts or Honoraria
It is not permissible for members oft -he Board of;Directors and Advisory Board to offer or accept gifts,
gratuities, excessive favors>or personal'rewards intended to influence OCHFT decisions or activities.
Section G: Harassment
Harass_0, interpreted as unweicome conduct, comment, gesture, contact, or intimidating and
offensive behavior likely to cause offense;or humiliation, will not be tolerated and may result in
disciplinary: measures up to and Including removal from OCHFT Board.
Section H: Laws and.Regulations .
OCHFT business will be«conducted.],ka manner that reflects the highest standards and in accordance
with all federal, state, and local. laws and regulations.
STATE OF CALIFORNIA }
COUNTY OF ORANGE } ss.
CITY OF NEWPORT BEACH }
I, Leilani I. Brown, City Clerk of the City of Newport Beach, California, do hereby certify that the
whole number of members of the City Council is seven; the foregoing resolution, being Resolution
No. 2019-40 was duly introduced before and adopted by the City Council of said City at a regular meeting
of said Council held on the 23rd day of April, 2019; and the same was so passed and adopted by the
following vote, to wit:
AYES: Council Member Brad Avery, Council Member Joy Brenner, Council Member Duffy
Duffield, Council Member Jeff Herdman, Council Member Kevin Muldoon, Mayor Pro Tem
Will O'Neill, Mayor Diane Dixon
NAYS: None
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of
said City this 241h day of April, 2019.
Leilani I. Brown ,
City Clerk
Newport Beach, California