Loading...
HomeMy WebLinkAboutResolution No. 23-8163 - Apprv, Auth, and Dir Execution of JPA re Membership in Gateway Cities Affordable Housing TrustA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING, AUTHORIZING AND DIRECTING CITY EXECUTION OF THE JOINT EXERCISE OF POWERS AGREEMENT RELATING TO MEMBERSHIP IN THE GATEWAY CITIES AFFORDABLE HOUSING TRUST WHEREAS, The Gateway Cities Affordable Housing Trust (GCAHT) will be formed upon the approval of at least three qualified members as a joint powers authority between cities throughout the Gateway Cities subregion; and WHEREAS, GCAHT was created for the purpose of funding housing specifically assisting persons and families of extremely low, very low, low and moderate income within the County of Los Angeles; and WHEREAS, the City of Downey (the "City") has determined through its 6` Cycle Housing Element Update that there is great need for more affordable housing in the City; and WHEREAS, the City has determined that there are limited financial resources for affordable housing development and that additional local financing increases the competitiveness of individual projects for the State and Federal resources; and WHEREAS, the City has determined that it is in the public interest and for the public benefit that the City become a member of the GCAHT in order to further facilitate the development of affordable housing in the City and throughout the region, including the financing of projects therefore by the GCAHT; and WHEREAS, the City will be joining other cities that are members of the GCAHT in efforts to increase State and Federal resources for affordable housing directed to GCAFT; and WHEREAS, the Agreement has been filed with the City, and the members of the City Council of the City (the "City Council"), with the assistance of its staff, have reviewed said document; and WHEREAS, the GCAHT is authorized to issue grants and loans to developers for the purpose, among others, of financing or refinancing the construction, acquisition and rehabilitation of affordable housing; and WHEREAS, the City anticipates that there will be affordable housing projects in need of financing located in the City; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVES AS FOLLOWS: SECTION 1. The foregoing recitals are true and correct. SECTION 2. The City Council hereby authorizes the City's membership in the Gateway Cities Affordable Housing Trust (GCAHT). SECTION 3. The City Council has reviewed and approves the Joint Exercise of Powers Agreement substantially in the form attached (Exhibit A). RESOLUTION NO. 23-811 PAGE 2 SECTION 4. The adoption of this Resolution shall not obligate the City or any department thereof to: (i) provide any financing to acquire, construct or operate any Project or any refinancing of any Project; approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, improvement, rehabilitation or operation of any Project; (iii) require any contribution or advance any funds whatsoever to the GCAHT other than membership fees for administrative costs; or (iv) except as provided in this Resolution, take any further action with respect to Wz GCAHT or its membership therein. 611161 11 VKQ &-Mt I Ito go] I IN F Is AeIT*FFT1WL;F1 Wlel aLA5 aF1 OEM, as or cariverlient to aTrect WempmumrpmomseMT this Resolution and the transactions herein authorized. SECTION 6. The City Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the GCAHT: Gateway Cities Affordable Housing Trust Attn: Melani Smith 16401 Paramount Blvd Paramount, CA 90723 III APPROVED AND ADOPTED this 1 1th day of April, 2023. cLAUbfA W. FIR ETA, Mayor ;kxci I ?iEREB"I'CERTIFY that the foregoing Resolution was adopted by the City Council of We — City of Downey at a Regular meeting held on the 1 1th day of April, 2023, by the following vote, to i'vit: ATES: Council Members: Horn, Sosa, Trujillo, Frometa •' • Members: None. ABSENT: Council Members: None. ABSTAIN: ♦ Members: None. AN29r-- w-1 THIS JOINT EXERCISE OF POWERS AGREEMENT (this "Agreement") is made this 14th day of February 2023 (the "Effective Date"), by and between the following public entities (each a "Party" and, collectively, the "Parties"): City of Artesia, City of Paramount, and City of Lakewood. A. The Parties have a strong interest in promoting the health, safety, and welfare 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 interest to address affordable housing issues on a regional level. D. An adequate supply of housing throughout the Gateway Cities subregion 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 the Gateway Cities subregion of Los Angeles County (the "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. 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: (a) Creation of GCAHT. Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity to be known as the "Gateway Cities Affordable Housing Trust" ("GCAHT"). GCAHT shall be a public entity separate and apart from the Parties and shall administer this Agreement. 11Page (b) EMEggsg. This Agreement is made pursuant to the Joint Exercise of Powers Act for the purpose of creating the GCAHT as a public entity separate from the Parties to: (i) exercise common powers with respect to receiving public and private financing and funds; and (ii) fund the planning and construction of housing of all types and tenures for persons and families of extremely low-, very low-, low- and moderate -income, as defined in Section 50093 of the Health and Safety Code, including, but not limited to, permanent supportive housing. The purpose of this Agreement shall be accomplished, and common powers exercised in the manner set forth in this Agreement. Nothing contained in this Agreement shall preclude the Parties form establishing, maintaining, or -troviding social programs or services to its residents as each deems proper and necessary. (a) Term. This Agreement shall become effective, and GCAHT shall come into existence, on the Effective D. and this Agreement shall thereafter continue in full force and effect "b) TOrtnihation. This Agreement may be terminated by agreement of the Parties. Upon termination of this Agreement, GCAHT shall be dissolved and, after payment of or provision for payment of all liabilities, the assets of GCAHT shall be distributed to the Parties in proportion to the contribution of each Party to GCAHT and the amounts paid F ,a) gogLalPowem GCAHT shall have all the powers common to the Parties to this Agreement necessary or convenient, specified, or implied, to accomplish the purpose this Agreement as set forth in Section 1, subject to the restrictions set forth in Section 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 thel M r, IT " Z T467, M- (b) Without limiting the generality of the powers conferred in subdivision (a) of this Section 3, GCAHT 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: IMMMM lm�= 4. to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States of America, the State of California, Los Angeles County, Party to this Agreement, or any other agency providing funding related to the purposes of this Agreement; 5. to invest any money in the treasury pursuant to Section 6505.5 of the Joint Exercise of Powers Act that is not required for the immediate necessities of GCAHT, as GCAHT 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; -.. 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 legal counsel determined appropriate by GCAHT in accomplishment of the purposes of this Agreement; 11. to contract for engineering, construction, architectural, accounting, environmental, land use, or other services determined necessary or convenient by GCAHT in connection with the accomplishment of the purposes of this Agreement; 12. 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 GCAHT determines are necessary or convenient in connection with the accomplishment of the purposes of this Agreement; 13. for the purposes of renting space for GCAHT to operate, to lease to, and to lease from, a Party or any other person or entity, lands, structures, real or personal property, rights, rights -of -way, franchises, easements, and other interests in real or personal property which GCAHT determines are necessary or convenient in connection with the accomplishment of the purposes of this Agreement; 14. to solicit charitable contributions from private sources; 15. to propose amendments to this Agreement; and 16. to exercise any and all other powers as may be provided for GCAHT in the Joint Exercise of Powers Act or any other applicable law. (c) Limitation on Powers. This Agreement does not authorize GCAHT do any of the following: 3 1 P a g e I I I! IT I I I I I' F I III I I I I I I I I 3. Levy, or advocate or incentivize the levying of, an exaction, including an impact fee, charge, dedication, reservation or tax assessment, as a condition of approval of a development project; 4. Require or incentivize inclusionary zoning requirements; 5. Require the Parties to dedicate or assign funding for any GCAHT obligations or U•� ,IIIIM The members of GCAHT shall be the Parties who have not withdrawn from GCAHT, and such other Parties as may join GCAHT after execution of this Agreement. New members may join on the terms and conditions set forth in Section 10 hereof. Only cities within the County of Los Angeles and within the Gateway Cities subregion may be a party to this Agreement and a member of GCAHT. I ,a) �Selectlon of Directom. GCAHT shall be governed by a Board of Directors consisting of aite Directors selected as follows: 1. Seven Directors who are members of the Gateway Cities Council of Governments (GCCOG) Governing Board ("GCCOG Board"), or any elected official serving within the GCCOG jurisdiction that is also a Party and appointed by the GCCOG Board. M M • California, the powers of GCAHT shall be vested in and exercised by, and its property :I 1 11 1-• , M FTIT STOWITIT is MMEEM (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 Director; provided such expenses have been previously approved by the Board of Directors and incurred in accordance with any GCAHT policies or procedures governing the same. (e) Term. Members of the Board shall serve for a two-year term. There are no term limits. The initial Board will serve a term staggered between one-year and two-year terms. Three of the seven Directors who are members of the GCCOG Board or are appointed by the GCCOG Board in accordance with Section 5(a) shall have an initial term of one year. One of the two Directors that are experts in homelessness or housing policy shall have an initial term of one year. The initial one-year terms will be determined through the drawing of lots. (f) Meetings of the Board of Directors. Call Notice and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned 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, Government Code sections 54950 et seq. 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. Notices of all special meetings shall be provided to all Parties. 4. guorum. 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 Directors 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 5 1 P a g e 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 the chairperson's absence, the vice chairperson, shall preside at and conduct all Board • Director's meetings. n WgROMMi, iOMM 1. GCAHT may contract with a Party or the GCCOG, for officers and statV pursuant to Section 6(d), or retain independent contractors, agents, or volunteers as the Board of Directors may deem necessary to carry out any of GCAHT's powers, upon such terms and conditions as the Board may require, including the retaining • professional and technical assistance, provided that adequate funds are available in GCAHT's budget and are appropriated by GCAHT therefor. (b) Treasurer and Auclito[&ontrolter., Pursuant to Government Code Sections 6505.5 and 6505.8, the Board of Directors shall appoint an officer or employee of GCAHT, or an officer or employee of a public agency that is a Party, or a certified public accountant to hold the offices of treasurer and auditor for GCAHT. Such person or persons shall possess the powers of and shall perform the treasurer and auditor functions for GCAHT required by • 6505, 6505.5 and 6505.6 • the • Code, including any subsequent amendments thereto. Pursuant to Government Code Section 6505.1, the auditor and treasurer shall have charge of certain property of GCAHT. The treasurer and auditor shall assure that there shall •` strict accountability of all funds and reporting all receipts and disbursements of GCAHT. The treasurer and auditor of GCAHT shall be required to file •'. official bond with the Board of Directors in an amount, which shall be established by the Board. Should the existing bond or bonds or 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 (c) AqqtqgL The Board of Directors shall have the power to appoint one or more legal advisors to GCAHT who shall perform such duties as may be prescribed • the Board. 1. The Board of Directors may contract with a Party to provide necessary administrative services to GCAHT, including the services described in Section 6(a), (b) and (c). The amount charged by the Party to provide such services to GCAHT 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 GCAHT under this Section 6 may charge GCAHT the amounts necessary to recover the direct and indirect costs of such services. 2. If GCAHT contracts with a Party to provide GCAHT 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 GCAHT or any other Party. This Section 6(d)(2) shall not preclude a Party providing administrative services to GCAHT pursuant to a contract with GCAHT from accounting for such salary and benefit costs when negotiating the rates that the Party will charge GCAHT for providing such services. (a) Fiscal Year. The Fiscal Year of GCAHT 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 301h day of June of the next succeeding year except that the initial Fiscal Year of GCAHT shall commence on the Effective Date and end on the immediately following 30th day of June. 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 the Directors. The budget shall distinguish between administrative costs (i.e., the cost of operating GCAHT) and Program costs (i.e., the financing of the programs funded or sponsored by GCAHT). 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 Directors of the Board. 2. Ex aenditures for the Approved Budget. The payment of all GCAHT obligations is limited to the amount of appropriations allowed in GCAHT'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. B a ROLE 0 - 0 1. Administrative Cost Contributions. The GCCOG shall be responsible for GCAHT's administrative costs until June 30, 2024. After this initial period, and in consideration of the mutual promises contained herein, the Parties agree that they shall make annual 7 1 P a g e contributions (each a "Fee" and collectively the "Fees") towards the budgeted administrative costs of GCAHT in accordance with a cost allocation formula as outlined below: POPULATION ANNUAL ADMINISTRATIVE FEE Up to 30,000 $7,500 30,001 —60000 , $15,000 60,001 — 100,000 $32,500 >100,000 $47,500 The Fees shall be assessed annually. After the first fiscal year, the Fees shall increase for all urban consumers in the Los Angeles -Long Beach -Anaheim area for the 12-month period preceding the year the Fees are assessed. Payment of the Fees shall be due within 30 days of receipt of an invoice from the GCAHT. The invoice shall indicate how the Fees were calculated. A Party's contribution to GCAHT's administrative costs shall be in the form of money, unless the Board of Directors 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 may be used to offset in whole or part a Party's contribution as determined in the sole and absolute discretion of the Board of Directors. Notwithstanding the above, after the first fiscal year the Board of Directors may establish Fees in an amount the Board of Directors deems financially prudent; provided it shall roughly be proportional as to each Party in the amounts reflected in the table above. Program Cost Contribution. The particular programs and program budget, funded, sponsored or operated by GCAHT, as well as the level of, and mechanisms for, the I - determined and approved by the Board of Directors. I 1. Books and Records. There shall be strict accountability of all GCAHT funds and accounts and report of all GCAHT receipts and disbursements. Without limiting the generality of the foregoing, GCAHT shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of GCAHT shall be open to inspection at all reasonable times by each Party and its duly authorized representatives. 2. Annu The person appointed by the Board of Directors to perform the auditor function for GCAHT shall cause an annual independent audit of the accounts and records of GCAHT and records to bemade by a certified public accountant orfirm of certified public accountants inaccordance with Government Code section 65O5. Such audits shall be delivered to each Party and shall be made available to the public. 3. Annual Financial, Report. Pursuant to seCtonG539.5 of the Government Code, GCAHT shall publish anAnnual Financial Report that shall describe the funds received byGCAHT and the use of such funds by GCAHT. The Annual Financial Report shall describe how the funds received by GCAHT have furthered the purposed of GCAHT. /e\ Funds. Subject to the applicable provisions of any instrument or agreement which GCAHT may enter into, which may provide for a trustee or other fiscal agent to receive, have custody ofand disburse C5CAHTfunds, the person appointed bythe Board mfDirectors to perform the treasurer function for GCAHT shall receive, have the custody of and disburse GCAHT funds as nearly as possible in accordance with generally accepted accounting principles, shall make the disbursements required by this Agreement or to carry out any of the provisions orpurposes ofthis Agreement. /a\ This Agreement may not beamended ormodified except 6yavote oftwo-thirds ofall the Parties through formal action approving such an amendment by the Parties' respective governing bodies. (b)Nmaddition to, or alteration of, the terms of this Agreement, whether by written ororal 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. /a\The debts, liabilities, and obligations of0CAHTshall not bethe debts, liabilities and obligations mfany ofthe Parties orpersonal debts, liabilities and obligations or the Directors, officers or employees'` ofGA'HTprovided th'a-a ' may, byanagreement separate from this Agreement, contract for, or assume responsibility for, specific debts, liabilities, or obligations of GCAHT. l. Indemnification. The (3CAHTshall defend, indemnify and hold harmless each Party, its officers, agents, employees, representatives and volunteers (the "Indemnitees") from and against any loss, injury, claim, lawsuit, liability, expense, or damages of any kind or nature (collectively, "Claims") brought by a third party which arises out of or in connection with GCAHl~s administration mfthis Agreement, including such third party claims arising out of or in connection with any Indemnitees acting within their authorized capacity as an officer, agent, employee, representative or volunteer of GCAHT. The GCAHT's duty to defend and indemnify under this Section shall not extend to Claims otherwise arising out of the Indemnitees' own active negligence, omissions or willful misconduct, whether in whole or part. The GCAHT shall finance its obligation commercial insurance, and/or by joining a joint powers insurance authority (JPIA) as determined by the Board. In the event the GCAHT's financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund 2.Wj kq- the GCAHT (hereinafter "Unfunded Liability"), a Party or Parties may meet and confer with GCAHT in good faith to negotiate alternative means or mechanisms by which GCAHT may fund such Unfunded Liability; however, in no event shall the event of an Unfunded Liability relieve, limit or waive GCAHT's obligations of indemnity or defense to each Party as first set forth above in this Section. Nothing herein shall obligate any Party to indemnify or hold harmless GCAHT for any Unfunded Liability. 2. Assignme�rft Each Party shall assign to the GCAHT its rights, title, and interest to recover damages from any third party for Claims arising out of this Agreement, to the extent that the GCAHT has met its obligations to defend and indemnify such Party pursuant to this Section. 3. Survival. GCAHT's duty to defend, indemnify and hold harmless shall survive and continue in full force and effect after withdrawal of any Party from this Agreement, including as to the withdrawing Party, or termination of this Agreement for any reason 11111(t - - Vl� termination. (a) Admission of New Parties. It is recognized that additional Parties other than the original Parties, may wish to join GCAHT. Any city within the Gateway Cities subregion may become a Party to GCAHT upon such terms and conditions as established by the Board of Directors. As a condition precedent to becoming a Party more than six months after the Effective Date, an eligible entity may thereafter become a Party to this Agreement; provided that (1) this Agreement is adopted by its governing body and (2) the eligible entity pays a late joining fee. The late joining fee shall be calculated by totaling the annual fee the eligible entity would have paid under this Agreement had it been a Party in all years prior and up until the Effective Date. Notwithstanding the foregoing, an eligible entity's late joining fee shall not exceed two times the amount of the applicable annual administrative fee existing at the time it becomes a Party. Payment shall be due within 30 days of receipt of an invoice from GCAHT. (b) Withdrawal ftq�q G . Parties may withdraw from GCAHT at any time upon their governing board's adoption of a resolution that so states the Party's intent to withdraw from GCAHT. The withdrawal of any Party, either voluntarily or involuntarily, unless otherwise provided by the Board of Directors, shall be conditioned as follows: EMARE M.- 1. In the case of a voluntary withdrawal, written notice shall be given to GCAHT six months MUM 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 GCAHT as set forth in Section 2 above. Withdrawn members shall not be entitled to any reimbursement of Fees. (a) 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 GCAHT on the Parties signature page for formal notice: (a) Section Headings. 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) Seerabilitr. 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 reminder 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. 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 follows: 11 1 P a g e R n M-1 By- M. Alicia Duarte, City Clerk Date Iger City of Downey 11111 Brookshire Avenue Downey, CA 90241 (562) 904-7284) M= :191TJ I PIEVIN 091 to] all M IN Lauren Langer, Interim City Attorney Datt