Resolution No. 2013-076RESOLUTION NO. 2013-76
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AMENDMENT NO. 8 TO THE JOINT
POWERS AGREEMENT WITH THE INDEPENDENT CITIES
FINANCE AUTHORITY TO CHANGE THE POSITION OF PROGRAM
ADMINISTRATOR TO EXECUTIVE DIRECTOR AND ADD
CLARIFYING LANGUAGE REGARDING HOUSING AUTHORITY
WHEREAS, the City of Vernon, together with certain other
cities of the State of California (collectively, the "Members"), have
entered into a Joint Powers Agreement creating the Independent Cities
Finance Authority (the "Joint Powers Agreement"), establishing the
Independent Cities Finance Authority (the "Authority") and prescribing
its purposes and powers; and
WHEREAS, the Board of Directors of the Authority have
approved Amendment No. 8 to the Joint Powers Agreement to change the
position of Program Administrator to Executive Director and add
clarifying language regarding Housing Authority; and
WHEREAS, the City Council of the City of Vernon has
determined that it is appropriate and in the best interest of the City
to approve the proposed amendment to the Joint Powers Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the above recitals are true and correct.
SECTION 2: The City Council of the City of Vernon finds
that this action is exempt under the California Environmental Quality
Act (CEQA), in accordance with Section 15061(b)(3), the general rule
that CEQA only applies to projects that may have an effect on the
environment.
0910131020
SECTION 3: The City Council of the City of Vernon hereby
approves Amendment No. B to the Joint Powers Agreement, in
substantially the same form as the copy which is attached hereto as
Exhibit A.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Amendment for,
and on behalf of, the City of Vernon and the Interim City Clerk, or
Deputy City.Clerk, is hereby authorized to attest thereto.
SECTION 5: The City Council of the City of Vernon hereby
instructs the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized, including but not limited
to, any non -substantive changes to the Amendment attached herein.
SECTION 6: The City Council of the City of Vernon hereby
directs the Interim City Clerk, or the Interim City Clerk's designee,
to send a certified copy of this Resolution together with an executed
Amendment to the Independent Cities Finance Authority.
- 2 -
0910131020
SECTION 7: The Interim City Clerk, or Deputy City Clerk, of
the City of Vernon shall certify to the passage, approval and adoption
of this resolution, and the Interim City Clerk, or Deputy City Clerk,
of the City of Vernon shall cause this resolution and the Interim City
Clerk's, or Deputy City Clerk's, certification to be entered in the
File of Resolutions of the Council of this City.
APPROVED AND ADOPTED this 17°° day of September, 2013.
W. Michael McCormick
Name:
Title: Mayor /qor—Pro Te�
ecAna Reed'
Interim City Clerk
APPROVED/AYTO FORNjl1
Nicholas George Rodr
uez, City Attorney
- 3 -
0910131020
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I Dana Reed Interim City Clerk /- Begat r �,Lri A_of
the City of Vernon, do hereby certify that the foregoing Resolution,
being Resolution No. 2013-76, was duly passed, approved and adopted by
the City Council of the City of Vernon at a regular meeting of the City
Council duly held on Tuesday, September 17, 2013, and thereafter was
duly signed by the kiayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of September, 2013, at Vernon, California.
(SEAL)
' 0na Reed '
Interim City Clerk /
- 4 -
0910131020
EXHIBIT A
AMENDMENT NO.8
TO THE JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES LEASE AUTHORITY
THIS AMENDMENT NO. 8 TO THE JOINT POWERS AGREEMENT CREATING
THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY (this "Amendment No. 8") by
and among the CITY OF BALDWIN PARK, the CITY OF COMPTON, the CITY OF
HAWTHORNE, the CITY OF HERMOSA BEACH, the CITY OF HUNTINGTON PARK, the
CITY OF LYNWOOD, the CITY OF SAN FERNANDO, the CITY OF SOUTH GATE and the
CITY OF VERNON, each a municipal corporation duly organized and existing under the laws of
the State of California (collectively, the "Members")'
WITNESSETH:
WHEREAS, the Members have entered into a Joint Powers Agreement Creating the
Independent Cities Lease Financing Authority (the "Joint Powers Agreement"), establishing the
Independent Cities Lease Financing Authority (the "Authority") and prescribing its purposes and
powers; and
WHEREAS, the Board of Directors of the Authority now seek to approve Amendment
No. 8 to the Joint Powers Agreement, amending the Joint Powers Agreement to reflect the
changes contained herein below.
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Members do hereby agree as follows:
Section 1. Article 1 of the Joint Powers Agreement, entitled "Definitions" is hereby
amended in part to replace the definition of "Authority" to read as follows:
"Authority" shall mean the Independent Cities Finance Authority
created by this Agreement.
Section 2. Article 1 of the Joint Powers Agreement, entitled "Definitions" is hereby
amended in part to adding a new definition for Housing Authority Law:
"Housing Authority Law" shall refer to all the powers and duties
related to financing for the acquisition, construction, rehabilitation,
refinancing or development of housing pursuant to the provisions
of Part 2 of Division 24 (commencing with Section 34200) of the
California Health and Safety Code with respect to those Members
or Associate Members that are a housing authority located in the
State of California,
Section 3. Article 2 of the Joint Powers Agreement, entitled "Purposes" is hereby
amended in its entirety to read as follows:
This Agreement is entered into by the Members in order that they
may jointly develop programs to assist in the raising of capital to
finance the capital improvement needs of Local Agencies, provide.
for home mortgage financing with respect to those Members or
Associate Members that are either a city or a county of the State of
California, provide financing in connection with the improvement,
construction, acquisition, creation, rehabilitation and preservation
of affordable housing within the boundaries of the Members and
Associate Members, and provide financing in accordance with the
provisions of applicable law in connection with other projects and
programs that are in the public interest and which benefit Members
and Associate Members including, without limitation, making
loans to tax-exempt organizations from the proceeds of mortgage
revenue bonds to finance the acquisition of multi -family rental
housing, including mobilehome parks, under the provisions of
Chapter 8 of Part 5 of Division 31 (commencing with Section
52100) of the Health and Safety Code (the "Nonprofit Financing
Law") or Chapter 1 of Part 2 of Division 24 (commencing with
Section 34200) of the Health and Safety Code (the "Housing
Authority Law"). This Agreement is also entered into, by the
Members in order to provide a forum for discussion and study of
problems common to the Members and to assist in the
development and implementation of solutions to such problems.
Section 4. Subsection (d) of Article 6 of the Joint Powers Agreement, entitled "Powers
of the Authority" is hereby amended in its entirety to read as follows:
(d) In addition to the other powers provided herein, the Authority shall have any and all
powers authorized by law to each of the parties hereto and separately to the public entity herein
created relating to (i) economic development, including, without limitation, the promotion of
opportunities for the creation and retention of employment, the stimulation of economic activity,
and the increase of the tax base, within the jurisdictions' of such parties; (ii) the issuance of
bonds, notes or other evidences of indebtedness for the financing or refinancing of K-12
educational facilities to be utilized by a non-profit organization; (iii) the issuance of assessment
district bonds and bonds issued pursuant to the Mello -Roos Community Facilities Act of 1982,
and the issuance of bonds as permitted under Chapter 1 of Part 2 of Division 24 (commencing
with Section 34200) of the Health and Safety Code (the "Housing Authority Law").
Section 5. Article 12 of the Joint Powers Agreement is hereby amended in its entirety to
read as follows:
(a) Principal Staff. The following staff members shall be
appointed by and serve at the pleasure of the Board of Directors:
(1) Executive Director. Executive Director shall administer the
affairs of the Authority, subject to the general supervision and
policy direction of the Board and the Executive Committee; shall
coordinate the activities of all consultants and staff of the
Authority; shall be responsible for required filings by the Authority
with the State of California; shall prepare all meeting notices,
minutes and required correspondence of the Authority and shall
maintain the records of the Authority; shall assist Local Agencies
in the preparing and filing of applications for participation in the
financing programs of the Authority and shall expedite the
processing of such applications; and shall perform such other
duties as are assigned by the Board and Executive Committee.
(2) Treasurer. The duties of the Treasurer are set forth in
Articles 13 and 14 of this Agreement. The Treasurer shall be
appointed by the Board of Directors and shall be eligible to serve
as Treasurer as provided in the Joint Powers Law.
(3) Auditor. The Auditor shall be a Certified Public
Accountant licensed to practice in the State of California. The
Auditor will conduct annual audits of the Authority.
(b) Other Staff. The Board, Executive Committee or Executive
Director shall provide for the appointment of such other staff as
may be necessary for the administration of the Authority.
(c) Compensation. The Executive Director, the Treasurer, the
Auditor and any other members of the staff or employees of the
Authority shall be compensated in such manner as shall be
approved by the Board as permitted by applicable law.
Section 6. Article No. 13 of the Joint Powers Agreement, entitled "Accounts and
Records" is hereby amended in its entirety to read as follows:
(a) Annual Budget. The Authority shall adopt an operating
budget pursuant to Article 7 of this Agreement. The Treasurer, in
cooperation with the Executive Director, shall prepare the annual
or multi -year operating budget for review and approval by the
Board of Directors as provided in Article 7 of this Agreement
(b) Funds and Accounts. The Treasurer of the Authority or the
Executive Director shall establish and maintain such funds and
accounts as may be required by good accounting practices and by
the Board. Books and records of the Authority in the hands of the
Treasurer or Executive Director shall be open to inspection at all
reasonable times by authorized representatives of the Members.
The Authority shall adhere to the standard of strict accountability
for funds set forth in the Joint Powers Law.
(a) Auditor's Report. The Auditor, within one hundred and
twenty (120) days after the close of each Fiscal Year, shall give a
complete written report of all financial activities for such Fiscal
Year to the Board and to each Member.
(b) Annual Audit. If then required by the Joint Powers Law, the
Authority shall either make or contract with a certified public
accountant to make an annual Fiscal Year audit of all accounts and
records of the Authority, conforming in all respects with the
requirements of the Joint Powers Law. A report of the audit shall
be filed, if then required by law, as a public record with each of the
Members and with the county auditor of the county or counties in
which each of the Members is located. Costs of the audit shall be
considered a general expense of the Authority.
Section 7. Article No. 14 of the Joint Powers Agreement, entitled "Responsibilities for
Funds and Property" is hereby amended in its entirety to read as follows:
(a) Custody of Authority Funds. The Treasurer shall have the
custody of and disburse the Authority's funds. Proceeds of bonds,
certificates of participation or other similar obligations of the
Authority may be deposited with an indenture trustee, agent or
other depositary and shall not be considered the Authority's funds
for purposes of this Article. The Treasurer may delegate disbursing
authority to such persons as may be authorized by the Board or the
Executive Committee to perform that function, subject to the
requirements of (b) below.
(b) Duties of Treasurer. The Treasurer shall perform all
functions then required to be performed by the Treasurer under the
Joint Powers Law. The Treasurer shall review the financial
statements and the annual audit of the Authority.
(c) Authority Property. Pursuant to Government Code Section
6505.1, the Executive Director, the Treasurer, and such other
persons as the Board may designate shall have charge of, handle,
and have access to the property of the Authority. The Authority
shall secure and pay for a fidelity bond or bonds, in an amount or
amounts and in form specified by the Board of Directors, covering
all officers and staff of the Authority who are authorized to hold or
disburse funds of the Authority and all officers and staff who are
authorized to have charge of, handle and have access to property of
the Authority.
Section 8. Article No. 28 of the Joint Powers Agreement, entitled "Filing With Secretary
of State" is hereby amended in its entirety to read as follows:
The Executive Director of the Authority shall file a notice of this
Agreement with the office of the California Secretary of State
within thirty (30) days of its effective date, as required by
Government Code Section 6503.5 and within seventy (70) days of
its effective date as required by Government Code Section 53051.
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on
the date indicated below.
Dated: 2013 CITY OF
LM
Its:
Seal:
ATTEST:
65054.00000\8208769.1
CONTRACT/AMENDMENT SIGNATURE ROUTING FORM
CONTRACTOR: Independent Cities Financing Authority
CONTRACT PURPOSE: Amendment No. 8 to the Joint Powers Agreement
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
❑'EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
❑ SERVICES O MATERIALS 0 BUDGETED 0 NOT BUDGETED
X- None Administrative
TOTAL CONTRACT VALUE: $ N/A Charge Acct. No(s) N/A
Amendment Value
❑ Contract is an Amendment to Contract No. (if Applicable)
RESPONSIBLE DEPARTMENT PERSON: City Clerk Dept. PHONE:
546
AUTHORIZATION: 9 Approved by Council on 09/17/13
(Check One) Resolution No. 2013-76 (if applicable)
❑ Approved by City Administrator on
Note: Attach supporting documentation
[]Amendment Approved by
(if applicable)
ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A)
Initials Date
(1) Responsible Department Person
Checks substance of contract and assembles two (2) copies of
Contract, insurance & bond documents, certifies compliance
With Competitive Bidding and Purchasing Ordinance
\n I I13
(2) Liability and Claims
insurance if bonds
Approves and sureties, required
(3) Finance (Purchasing)
Checks compliance with Competitive Bidding & Living Wage Ordinances
And reflected in current budget
(4) City Attorney I"/ A
Approves contract as to form, verifies bonds and insurance included
(5) City Signatory
Signs all copies on behalf of City
(6) City Clerk
Attests signatures, numbers, files contract, insurance and bonds, and
transmits duplicate original to contractor
Rev. 4/25/13
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
October 7, 2013
Debbie Smith
ICFA Program Administrator
Independent Cities Finance Authority
P.O. Box 6740
Lancaster, CA 93539-6740
Re: Amendment No. 8 to Joint Powers Agreement
Dear Ms. Smith:
Please find enclosed one copy of the executed amendment and a certified copy of Resolution No.
2013-76 as referenced above, approved by City Council on September 17, 2013.
If you have any questions regarding this matter, please call Mr. Dana Reed at (323) 583-8811
ext. 363.
Very t yo s,
eborah R.Juarez O
Records Management Assistant
Enclosures
c: Dana Reed
W. Michael McCormick
Resolution No. 2013-76
Agreement No. 13-083
ftfusivefy Industriaf
CERTIFICATE
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES)
I, Dana Reed, Interim City Clerk of the City of Vernon,
County of Los Angeles, State of California, hereby certify that
the attached is a full and complete copy of:
RESOLUTION NO. 2013-76 - A Resolution of the City Council of
the City of Vernon Approving Amendment No. 8 to the Joint
Powers Agreement with the Independent Cities Finance
Authority to Change the Position of Program Administrator to
Executive Director and Add Clarifying Language Regarding
Housing Authority
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official Seal of the City (�ernon, County of Los
Angeles, State of California, on this � a- day of September
2013.
SEAL: n
Dana Reed
Interim City Clerk
AMENDMENT NO.8
TO THE JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES LEASE AUTHORITY
THIS AMENDMENT NO. 8 TO THE JOINT POWERS AGREEMENT CREATING
THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY (this "Amendment No. 8") by
and among the CITY OF BALDWIN PARK, the CITY OF COMPTON, the CITY OF
HAWTHORNE, the CITY OF HERMOSA BEACH, the CITY OF HUNTINGTON PARK, the
CITY OF LYNWOOD, the CITY OF SAN FERNANDO, the CITY OF SOUTH GATE and the
CITY OF VERNON, each a municipal corporation duly organized and existing under the laws of
the State of California (collectively, the "Members")'
WITNESSETH:
WHEREAS, the Members have entered into a Joint Powers Agreement Creating the
Independent Cities Lease Financing Authority (the "Joint Powers Agreement"), establishing the
Independent Cities Lease Financing Authority (the "Authority") and prescribing its purposes and
powers; and
WHEREAS, the Board of Directors of the Authority now seek to approve Amendment
No. 8 to the Joint Powers Agreement, amending the Joint Powers Agreement to reflect the
changes contained herein below.
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Members do hereby agree as follows:
Section 1. Article I of the Joint Powers Agreement, entitled "Definitions" is hereby
amended in part to replace the definition of "Authority" to read as follows:
"Authority" shall mean the Independent Cities Finance Authority
created by this Agreement.
Section 2. Article 1 of the Joint Powers Agreement, entitled "Definitions" is hereby
amended in part to adding a new definition for Housing Authority Law:
"Housing Authority Law" shall refer to all the powers and duties
related to financing for the acquisition, construction, rehabilitation,
refinancing or development of housing pursuant to the provisions
of Part 2 of Division 24 (commencing with Section 34200) of the
California Health and Safety Code with respect to those Members
or Associate Members that are a housing authority located in the
State of California.
Section 3. Article 2 of the Joint Powers Agreement, entitled "Purposes" is hereby
amended in its entirety to read as follows:
This Agreement is entered into by the Members in order that they
may jointly develop programs to assist in the raising of capital to
finance the capital improvement needs of Local Agencies, provide
for home mortgage financing with respect to those Members or
Associate Members that are either a city or a county of the State of
California, provide financing in connection with the improvement,
construction, acquisition, creation, rehabilitation and preservation
of affordable housing within the boundaries of the Members and
Associate Members, and provide financing in accordance with the
provisions of applicable law in connection with other projects and
programs that are in the public interest and which benefit Members
and Associate Members including, without limitation, making
loans to tax-exempt organizations from the proceeds of mortgage
revenue bonds to finance the acquisition of multi -family rental
housing, including mobilehome parks, under the provisions of
Chapter 8 of Part 5 of Division 31 (commencing with Section
52100) of the Health and Safety Code (the "Nonprofit Financing
Law") or Chapter 1 of Part 2 of Division 24 (commencing with
Section 34200) of the Health and Safety Code (the "Housing
Authority Law"). This Agreement is also entered into by the
Members in order to provide a forum for discussion and study of
problems common to the Members . and to assist in the
development and implementation of solutions to such problems.
Section 4. Subsection (d) of Article 6 of the Joint Powers Agreement, entitled "Powers
of the Authority" is hereby amended in its entirety to read as follows:
(d) In addition to the other powers provided herein, the Authority shall have any and all
powers authorized by law to each of the parties hereto and separately to the public entity herein
created relating to (i) economic development, including, without limitation, the promotion of
opportunities for the creation and retention of employment, the stimulation of economic activity,
and the increase of the tax base, within the jurisdictions of such parties; (ii) the issuance of
bonds, notes or other evidences of indebtedness for the financing or refinancing of K-12
educational facilities to be utilized by a non-profit organization; (iii) the issuance of assessment
district bonds and bonds issued pursuant to the Mello -Roos Community Facilities Act of 1982,
and the issuance of bonds as permitted under Chapter 1 of Part 2 of Division 24 (commencing
with Section 34200) of the Health and Safety Code (the "Housing Authority Law").
Section 5. Article 12 of the Joint Powers Agreement is hereby amended in its entirety to
read as follows:
(a) Principal Staff. The following staff members shall be
appointed by and serve at the pleasure of the Board of Directors:
(1) Executive Director. Executive Director shall administer the
affairs of the Authority, subject to the general supervision and
policy direction of the Board and the Executive Committee; shall
coordinate the activities of all consultants and staff of the
Authority; shall be responsible for required filings by the Authority
with the State of California; shall prepare all meeting notices,
minutes and required correspondence of the Authority and shall
maintain the records of the Authority; shall assist Local Agencies
in the preparing and filing of applications for participation in the
financing programs of the Authority and shall expedite the
processing of such applications; and shall perform such other
duties as are assigned by the Board and Executive Committee.
(2) Treasurer. The duties of the Treasurer are set forth in
Articles 13 and 14 of this Agreement. The Treasurer shall be
appointed by the Board of Directors and shall be eligible to serve
as Treasurer as provided in the Joint Powers Law.
(3) Auditor. The Auditor shall be a Certified Public
Accountant licensed to practice in the State of California. The
Auditor will conduct annual audits of the Authority.
(b) Other Staff. The Board, Executive Committee or Executive
Director shall provide for the appointment of such other staff as
may be necessary for the administration of the Authority.
(c) Compensation. The Executive Director, the Treasurer, the
Auditor and any other members of the staff or employees of the
Authority shall be compensated in such manner as shall be
approved by the Board as permitted by applicable law.
Section 6. Article No. 13 of the Joint Powers Agreement, entitled "Accounts and
Records" is hereby amended in its entirety to read as follows:
(a) Annual Budget. The Authority shall adopt an operating
budget pursuant to Article 7 of this Agreement. The Treasurer, in
cooperation with the Executive Director, shall prepare the annual
or multi -year operating budget for review and approval by the
Board of Directors as provided in Article 7 of this Agreement
(b) Funds and Accounts. The Treasurer of the Authority or the
Executive Director shall establish and maintain such funds and
accounts as may be required by good accounting practices and by
the Board. Books and records of the Authority in the hands of the
Treasurer or Executive Director shall be open to inspection at all
reasonable times by authorized representatives of the Members.
The Authority shall adhere to the standard of strict accountability
for funds set forth in the Joint Powers Law.
(a) Auditor's Report. The Auditor, within one hundred and
twenty (120) days after the close of each Fiscal Year, shall give a
complete written report of all financial activities for such Fiscal
Year to the Board and to each Member.
(b) Annual Audit. If then required by the Joint Powers Law, the
Authority shall either make or contract with a certified public
accountant to make an annual Fiscal Year audit of all accounts and
records of the Authority, conforming in all respects with the
requirements of the Joint Powers Law. A report of the audit shall
be filed, if then required by law, as a public record with each of the
Members and with the county auditor of the county or counties in
which each of the Members is located. Costs of the audit shall be
considered a general expense of the Authority.
Section 7. Article No. 14 of the Joint Powers Agreement, entitled "Responsibilities for
Funds and Property" is hereby amended in its entirety to read as follows:
(a) Custody of Authority Funds. The Treasurer shall have the
custody of and disburse the Authority's funds. Proceeds of bonds,
certificates of participation or other similar obligations of the
Authority may be deposited with an indenture trustee, agent or
other depositary and shall not be considered the Authority's funds
for purposes of this Article. The Treasurer may delegate disbursing
authority to such persons as may be authorized by the Board or the
Executive Committee to perform that function, subject to the
requirements of (b) below.
(b) Duties of Treasurer. The Treasurer shall perform all
functions then required to be performed by the Treasurer under the
Joint Powers Law. The Treasurer shall review the financial
statements and the annual audit of the Authority.
(c) Authority Property. Pursuant to Government Code Section
6505.1, the Executive Director, the Treasurer, and such other
persons as the Board may designate shall have charge of, handle,
and have access to the property of the Authority. The Authority
shall secure and pay for a fidelity bond or bonds, in an amount or
amounts and in form specified by the Board of Directors, covering
all officers and staff of the Authority who are authorized to hold or
disburse funds of the Authority and all officers and staff who are
authorized to have charge of, handle and have access to property of
the Authority.
Section 8. Article No. 28 of the Joint Powers Agreement, entitled "Filing With Secretary
of State" is hereby amended in its entirety to read as follows:
The Executive Director of the Authority shall file a notice of this
Agreement with the office of the California Secretary of State
within thirty (30) days of its effective date, as required by
Government Code Section 6503.5 and within seventy (70) days of
its effective date as required by Government Code Section 53051.
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on
the date indicated below.
Dated: � 2013 CITY OF
Seal:
65054,00000\8208769.1
APPRO S TO FORM:
a
(P 1711?
Nicholas George Rodriguez,
City Attorney
Vernon
By:W. Michael McCormick
Its: Mayor
RECEIVE®
SEP 10 2013 STAFF REPORT
CITY CLERK'S OFFICE City Clerk Department
DATE: September 17, 2013
RECEIVED
SEP 0 9 2013
CITY ADMINISTRATION
TO: Honorable Mayor and City Council
FROM: Dana Reed, Interim City Clerk I
I
RE: A Resolution of the City Council of the City of Vernon Approving
Amendment No. 8 to the Joint Powers Agreement with the Independent
Cities Finance Authority to Change the Position of Program Administrator to
Executive Director and Add Clarifying Language regarding Housing
Authority.
Recommendation
It is recommended that the City Council:
1. Find that approval of the Resolution is exempt under the California Environmental
Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that
CEQA only applies to projects that may have an effect on the environment; and
2. Adopt the attached Resolution approving Amendment No. 8 to the Joint Powers
Agreement with the Independent Cities Finance Authority, in substantially the same form
as submitted herewith, which changes the position of Program Administrator to
Executive Director and adds a new definition of "Housing Authority Law"; and
3. Direct City Clerk staff to send a certified copy of the Resolution with an executed
Amendment to the Independent Cities Finance Authority.
Background
On June 20, 1989, pursuant to Resolution No. 5633, the City Council authorized the City to enter
into a Joint Powers Agreement, along with various other California cities, creating the
Independent Cities Finance Authority ("ICFA"), then the Independent Cities Lease Finance
Authority. Since then, the City Council has approved various Amendments to said agreement.
On August 13, 2013, the City received a request from ICFA for the approval of Amendment
No. 8 to the ICFA Joint Powers Agreement. Amendment No. 8 will change the title of the staff
person designated to oversee the operations of the Authority from Program Administrator to
Executive Director. Furthermore, the Amendment will add a new definition of "Housing
Authority Law" which will allow ICFA to issue bonds to its members' and/or associate
members' housing authorities.
Staff has determined that it is appropriate and in the best interest of the City to approve the
proposed Amendment No. 8.
Fiscal Impact
There is no fiscal impact as this is an administrative item.
ADDITIONAL
INFORMATION
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Mr,". Prr, m, Baldwin Park
0. Harold Duffey, Camden
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S}1Na Galin, S. Fernando
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Mark Whitworth, City Manager
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Dear Mr, Whitworth:
The Board of Directors of the Independent Cities Finance Authority (ICFA) respectfully requests a timely
action by your City Council to facilitate changes in the ICFA Joint Powers Agreement as set forth in the
attachments hereto and noted below:
- The title of the staff person designated to oversee the operations of the Authority is being
changed to Executive Director (instead of Program Administrator)
- A new definition of "Housing Authority Law' has been added to the Joint Powers Agreement
which will allow ICFA to issue bonds to housing authorities of its members and/or associate
members.
ICFA has nine member cities and sixty-five associate member cities, and has functioned for twenty-five
years without levying dues or assessments on any member of associate member. Program participants
pay all ICFA fees, including operational costs.
Please send a certified copy of the attached resolution after your City Council approves/adopts it to:
Debbie Smith, Program Administrator
Independent Cities Finance Authority
Post Office Box 6740
Lancaster, California 93539-6740
If you have any questions, please feel free to contact either Debbie Smith at (877) 906-0941 or via email
at debbie@icfauthority.org, or Scott Campbell, ICFA General Legal Counsel at (213) 617-8100 or via email
at scott.campbell@bbklaw.com.
Respectfully,
W. Michael McCormick
President
Attachments: 1) Resolution approving Amendment No. 8 to the ICFA Joint Powers Agreement
2) Amendment No. 8 to the ICFA Joint Powers Agreement
3) Amended and Restated ICFA Joint Powers Agreement (strike out/underline version)
4) Amended and Restated ICFA Joint Powers Agreement (clean version)
c: Honorable W. Michael McCormick (w/attachments)
Post Office Box 6740, Lancaster, CA 93539-6740 1 Phone: (877) 906- 0941 1 www.icfauthority.org
RESOLUTION NO.
A RESOLUTION OF THE CITY OF
APPROVING AMENDMENT NO.8 TO THE JOINT POWERS
AGREEMENT WHICH CHANGES THE POSITION OF
PROGRAM ADMINISTRATOR TO EXECUTIVE DIRECTOR
AND ADDS CLARIFYING LANGUAGE RE HOUSING
AUTHORITIES
WHEREAS, the Board of Directors of the Independent Cities Finance Authority
("Authority") now desires to adopt Amendment No. 8 to the Joint Powers Agreement which
changes the position title of Program Administrator to Executive Director and adds clarifying
language re housing authorities; and
WHEREAS, the City of
is a member of the Authority; and
WHEREAS, the ICFA Joint Powers Agreement may be amended at any time by vote of the
Members, acting through their Legislative Bodies; and
WHEREAS, any amendment of the Joint Powers Agreement shall only become effective
upon receipt by the Authority of notice of approval, via an executed resolution, of a majority of the
Legislative Bodies of the ICFA Members.
NOW, THEREFORE, BE IT RESOLVED THAT:
Section 1. Recitals. The Recitals set forth above are true and correct and incorporated
herein by reference.
Section 2. Authorization. This City Council hereby approves Amendment No. 8 to the
Joint Powers Agreement as set forth in Exhibit "A" attached hereto and incorporated herein by
reference.
Section 3. Coordination. City staff is authorized and directed to coordinate with ICFA
staff to facilitate the adoption of this Amendment No. 8.
Section 4. Effective Date. This Resolution shall take effect immediately upon its
adoption. The City Clerk is directed to send a certified copy of this resolution to the Secretary of the
ICFA Executive Committee.
[SIGNATURES ON FOLLOWING PAGE]
65054.00000\8080164.1
PASSED, APPROVED AND ADOPTED this 2013.
President
ATTEST:
ICFA Secretary
APPROVED AS TO FORM:
Best Best & Krieger LLP
General Counsel
2
65054.00000\8080164.1
Exhibit "A"
Amended No. 8 To ICFA Joint Powers Agreement
Exhibit "A"
65054.00000\8080164.1
AMENDMENT NO.8
TO THE JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES FINANCE AUTHORITY
THIS AMENDMENT NO. 8 TO THE JOINT POWERS AGREEMENT CREATING THE
INDEPENDENT CITIES LEASE FINANCE AUTHORITY (this "Amendment No. 8") by and among the CITY OF
BALDWIN PARK, the CITY OF COMPTON, the CITY OF HAWTHORNE, the CITY OF HERMOSA BEACH,
the CITY OF HUNTINGTON PARK, the CITY OF LYNWOOD, the CITY OF SAN FERNANDO, the CITY OF
SOUTH GATE and the CITY OF VERNON, each a municipal corporation duly organized and existing under the
laws of the State of California (collectively, the "Members")'
WITNESSETH:
WHEREAS, the Members have entered into a Joint Powers Agreement Creating the Independent Cities
Lease Financing Authority (the "Joint Powers Agreement"), establishing the Independent Cities Lease Financing
Authority (the "Authority") and prescribing its purposes and powers; and
WHEREAS, the Board of Directors of the Authority now seek to approve Amendment No. 8 to the Joint
Powers Agreement, amending the Joint Powers Agreement to reflect the changes contained herein below.
NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained,
the Members do hereby agree as follows:
Section 1. Article 1 of the Joint Powers Agreement, entitled "Definitions" is hereby amended in part to
replace the definition of "Authority" to read as follows:
"Authority" shall mean the Independent Cities lease Finance Authority created
by this Agreement.
Section 2. Article 1 of the Joint Powers Agreement, entitled "Definitions" is hereby
amended in part to adding a new definition for Housing Authority Law:
"Housing Authority Law" shall refer to all the powers and duties related to
financing for the acquisition, construction, rehabilitation, refinancing or
development of housing pursuant to the provisions of Part 2 of Division 24
(commencing with Section 34200) of the California Health and Safety Code
with respect to those Members or Associate Members that are a housing
authority located in the State of California.
Section 3. Article 2 of the Joint Powers Agreement, entitled "Purposes" is hereby
amended in its entirety to read as follows:
This Agreement is entered into by the Members in order that they may jointly
develop programs to assist in the raising of capital to finance the capital
improvement needs of Local Agencies, provide for home mortgage financing
with respect to those Members or Associate Members that are either a city or a
county of the State of California, provide financing in connection with the
improvement, construction, acquisition, creation, rehabilitation and preservation
of affordable housing within the boundaries of the Members and Associate
Members, and provide financing in accordance with the provisions of applicable
law in connection with other projects and programs that are in the public interest
and which benefit Members and Associate Members including, without
limitation, making loans to tax-exempt organizations from the proceeds of
mortgage revenue bonds to finance the acquisition of multi -family rental
housing, including mobilehome parks, under the provisions of Chapter 8 of Part
5 of Division 31 (commencing with Section 52100) of the Health and Safety
Code (the "Nonprofit Financing Law") or Chapter 1 of Part 2 of Division 24
(commencing with Section 34200) of the Health and Safety Code (the "Housing
Authority Law"l. This Agreement is also entered into by the Members in order
to provide a forum for discussion and study of problems common to the
Members and to assist in the development and implementation of solutions to
such problems.
Section 4. Subsection (d) of Article 6 of the Joint Powers Agreement, entitled "Powers
of the Authority" is hereby amended in its entirety to read as follows:
(d) In addition to the other powers provided herein, the Authority shall have any and all
powers authorized by law to each of the parties hereto and separately to the public entity herein
created relating to (i) economic development, including, without limitation, the promotion of
opportunities for the creation and retention of employment, the stimulation of economic activity,
and the increase of the tax base, within the jurisdictions of such parties; (ii) the issuance of
bonds, notes or other evidences of indebtedness for the financing or refinancing of K-12
educational facilities to be utilized by a non-profit organization; and (iii) the issuance of
assessment district bonds and bonds issued pursuant to the Mello -Roos Community Facilities
Act of 19827, and the issuance of bonds as permitted under Chapter 1 of Part 2 of Division 24
(commencing with Section 34200) of the Health and Safetv Code (the "Housing Authority
Law
Section 5. Article 12 of the Joint Powers Agreement is hereby amended in its entirety to
read as follows:
(a) Principal Staff. The following staff members shall be appointed by and serve
at the pleasure of the Board of Directors:
(1) Executive Director. Executive Director shall
administer the affairs of the Authority, subject to the general supervision and
policy direction of the Board and the Executive Committee; shall coordinate the
activities of all consultants and staff of the Authority; shall be responsible for
required filings by the Authority with the State of California; shall prepare all
meeting notices, minutes and required correspondence of the Authority and shall
maintain the records of the Authority; shall assist Local Agencies in the
preparing and filing of applications for participation in the financing programs
of the Authority and shall expedite the processing of such applications; and shall
perform such other duties as are assigned by the Board and Executive
Committee.
(2) Treasurer. The duties of the Treasurer are set forth in Articles 13 and
14 of this Agreement. The Treasurer shall be appointed by the Board of
Directors and shall be eligible to serve as Treasurer as provided in the Joint
Powers Law.
(3) Auditor. The Auditor shall be a Certified Public Accountant licensed to
practice in the State of California. The Auditor will conduct annual audits of the
Authority.
(b) Other Staff. The Board, Executive Committee or Pfegram
^atar-Executive Director shall provide for the appointment of such
other staff as may be necessary for the administration of the Authority.
(c) Compensation. The u..,.,._..» Administrator -Executive Director, the
Treasurer, the Auditor and any other members of the staff or employees of the
Authority shall be compensated in such manner as shall be approved by the
Board as permitted by applicable law.
Section 6. Article No. 13 of the Joint Powers Agreement, entitled "Accounts and Records" is hereby
amended in its entirety to read as follows:
(a) Annual Budget. The Authority shall adopt an operating budget pursuant
to Article 7 of this Agreement. The Treasurer, in cooperation with the Program
AdwA,isn: Executive Director, shall prepare the annual or multi -year
operating budget for review and approval by the Board of Directors as provided
in Article 7 of this Agreement
(b) Funds and Accounts. The Treasurer of the Authority or the Pregrain
Adfninistpatw Executive Director shall establish and maintain such funds and
accounts as may be required by good accounting practices and by the Board.
Books and records of the Authority in the hands of the Treasurer or Program
dffi'-'strater-Executive Director shall be open to inspection at all reasonable
times by authorized representatives of the Members.
The Authority shall adhere to the standard of strict accountability for funds set
forth in the Joint Powers Law.
(a) Auditor's Report. The Auditor, within one hundred and twenty (120)
days after the close of each Fiscal Year, shall give a complete written report of
all financial activities for such Fiscal Year to the Board and to each Member.
(b) Annual Audit. If then required by the Joint Powers Law, the Authority shall
either make or contract with a certified public accountant to make an annual
Fiscal Year audit of all accounts and records of the Authority, conforming in all
respects with the requirements of the Joint Powers Law. A report of the audit
shall be filed, if then required by law, as a public record with each of the
Members and with the county auditor of the county or counties in which each of
the Members is located. Costs of the audit shall be considered a general expense
of the Authority.
Section 7. Article No. 14 of the Joint Powers Agreement, entitled "Responsibilities for Funds and
Property" is hereby amended in its entirety to read as follows:
(a) Custody of Authority Funds. The Treasurer shall have the custody of
and disburse the Authority's funds. Proceeds of bonds, certificates of
participation or other similar obligations of the Authority may be deposited with
an indenture trustee, agent or other depositary and shall not be considered the
Authority's funds for purposes of this Article. The Treasurer may delegate
disbursing authority to such persons as may be authorized by the Board or the
Executive Committee to perform that function, subject to the requirements of (b)
below.
(b) Duties of Treasurer. The Treasurer shall perform all functions then
required to be performed by the Treasurer under the Joint Powers Law. The
Treasurer shall review the financial statements and the annual audit of the
Authority.
(c) Authority Property. Pursuant to Government Code Section 6505.1, the
Pfegra A,,ministfate- Executive Director, the Treasurer, and such other
persons as the Board may designate shall have charge of, handle, and have
access to the property of the Authority. The Authority shall secure and pay for a
fidelity bond or bonds, in an amount or amounts and in form specified by the
Board of Directors, covering all officers and staff of the Authority who are
authorized to hold or disburse funds of the Authority and all officers and staff
who are authorized to have charge of, handle and have access to property of the
Authority.
Section 8. Article No. 28 of the Joint Powers Agreement, entitled "Filing With Secretary of State" is
hereby amended in its entirety to read as follows:
The PregK n A.,.,,inistfate- Executive Director of the Authority shall file a
notice of this Agreement with the office of the California Secretary of State
within thirty (30) days of its effective date, as required by Government Code
Section 6503.5 and within seventy (70) days of its effective date as required by
Government Code Section 53051.
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on the date indicated
below.
Dated: July 31, 2013 CITY OF
in
Its:
Seal:
65054.00000\8164026.1
AMENDED AND RESTATED JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES FINANCE AUTHORITY
This Joint Powers Agreement (the "Agreement") is entered into by and among the public
agencies (hereinafter referred to as "Members" and set forth in Appendix A attached hereto and
incorporated herein by this reference), organized and existing under the Constitution and laws of
the respective states in which such agencies are domiciled.
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California
Government Code (Section 6500 et seq.) permits two or more public agencies by agreement to
exercise jointly powers common to the contracting parties; and
WHEREAS, the public agencies executing this Agreement desire to join together for the
purpose of assisting public agencies to finance the acquisition, construction, installation and/or
equipping of public capital improvements and to encourage and promote other joint and
cooperative endeavors among such public agencies for their mutual benefit;
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
"Associate Member" shall mean any Local Agency that shall have duly executed and
delivered to the Authority an Associate Membership Agreement in the form and as further
provided in the Bylaws of the Authority.
"Authority" shall mean the Independent Cities Lease- Finance Authority created by this
Agreement.
"Board of Directors" or 'Board" shall mean the governing body of the Authority.
"Executive Committee" shall mean the Executive Committee of the Board of Directors of
the Authority.
"Fiscal Year" shall mean that period of twelve months which is established by the Board
of Directors or the Bylaws as the fiscal year of the Authority.
"Government Code" shall mean the California Government Code, as amended.
"Home Mortgage Financing Program" shall mean a program for financing home
mortgages undertaken by the Authority pursuant to the provisions of Part 5 of Division 31
(commencing with Section 52000) of the California Health and Safety Code with respect to those
Members or Associate Members that are either a city or a county of the State of California.
"Joint Powers Law" shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1
(commencing with Section 6500) of the Government Code.
"Legislative Body" shall mean the legislative board of each Public Agency and Local
Agency that are either Members or Associate Members, respectively, of the Authority.
"Local Agency" shall have the meaning set forth in Section 6585(f) of the Government
Code, as may hereafter be amended from time to time.
"Member" shall mean any Public Agency which has executed this Agreement and has
become a member of the Authority.
"Public Agency" shall mean public agency as defined in Government Code Section 6500,
as may hereafter be amended from time to time.
"Housing Authority Law" shall refer to all the powers and duties related to financing for
the acquisition construction rehabilitation refinancing or development of housing pursuant to
the provisions of Part 2 of Division 24 (commencing with Section 34200) of the California
Health and Safety Code with respect to those Members or Associate Members that are a housing
authority located in the State of California.
Unless the context clearly requires otherwise, as used in this Agreement, words of the
masculine, feminine or neuter gender shall be construed to include each other gender when
appropriate and words of the singular number shall be construed to include the plural number,
and vice versa, when appropriate. This Agreement and all the terms and provisions hereof shall
be construed to effectuate the purposes set forth herein and to sustain the validity hereof.
ARTICLE 2
PURPOSES
This Agreement is entered into by the Members in order that they may jointly develop
programs to assist in the raising of capital to finance the capital improvement needs of Local
Agencies, provide for home mortgage financing with respect to those Members or Associate
Members that are either a city or a county of the State of California, provide financing in
connection with the improvement, construction, acquisition, creation, rehabilitation and
preservation of affordable housing within the boundaries of the Members and Associate
Members, and provide financing in accordance with the provisions of applicable law in
connection with other projects and programs that are in the public interest and which benefit
Members and Associate Members including, without limitation, making loans to tax-exempt
organizations from the proceeds of mortgage revenue bonds to finance the acquisition of multi-
family rental housing, including mobilehome parks, under the provisions of Chapter 8 of Part 5
of Division 31 (commencing with Section 52100) of the Health and Safety Code (the "Nonprofit
Financing Law") or Chapter 1 of Part 2 of Division 24 (commencing with Section 34200) of the
Health and Safety Code (the "Housine Authority Law„). This Agreement is also entered into by
the Members in order to provide a forum for discussion and study of problems common to the
Members and to assist in the development and implementation of solutions to such problems.
ARTICLE 3
PARTIES TO AGREEMENT
Each Member, as a party to this Agreement, certifies that it intends to and does contract
with all other Members as parties to this Agreement and, with such other Public Agencies as may
later be added as parties to this Agreement. Each Member also certifies that the withdrawal of
any party from this Agreement pursuant to Article 17 shall not affect this Agreement or the
Members' obligations hereunder.
ARTICLE 4
TERM
This Agreement shall become effective when executed and returned to the Authority by
at least four Members. The Authority shall promptly notify all Members in writing of such
effective date. This Agreement shall continue in effect until terminated as provided herein;
provided that the termination of this Agreement with respect to an individual Member upon its
withdrawal from membership in the Authority shall not operate to terminate this Agreement with
respect to the remaining Members.
ARTICLE 5
CREATION OF THE AUTHORITY
Pursuant to the Joint Powers Law, there is hereby created a public entity separate and
apart from the parties hereto, to be known as the "Independent Cities Finance Authority" with
such powers as are hereinafter set forth.
ARTICLE 6
POWERS OF THE AUTHORITY
(a) Powers. The Authority shall have all of the powers common to its Members
and all additional powers set forth in the Joint Powers Law and other statutes applicable to the joint
powers authority created hereby, and is hereby authorized to do all acts necessary for the exercise
of said powers. Such powers include, but are not limited to, the following:
(1) To make and enter into contracts.
(2) To incur debts, liabilities, and obligations and to encumber real or
personal property.
(3) To acquire, hold, or dispose of real or personal property,
contributions and donations of real or personal property, funds, services, and other
forms of assistance from persons, firms, corporations, and government entities.
(4) To sue and be sued in its own name, and to settle any claim against
it.
(5) To receive and use contributions and advances from Members as
provided in Government Code Section 6504, including contributions or advances of
personnel, equipment or property.
(6) To invest any money in its treasury that is not required for its
immediate necessities, pursuant to Government Code Section 6509.5
(7) To acquire, construct, manage, maintain or operate title to real or
personal property or rights or any interest therein.
(8) To employ agents and employees.
(9) To receive, collect and disburse moneys.
(10) To finance the acquisition, construction or installation of real or
personal property for the benefit of one or more Local Agencies through the sale of
its revenue bonds, certificates of participation or other obligations and to enter into
any agreement or instrument in connection with the execution, issuance, sale or
delivery of such bonds, certificates of participation or other obligations.
(11) To lease, sell, convey or otherwise transfer title or rights to or an
interest in real or personal property, including, but not limited to, property financed
by the Authority for the benefit of its Members or other Local Agencies, and to
enter into any agreement or instrument in connection with any such lease, sale,
conveyance or transfer.
(12) To exercise all powers of entities, such as the Authority, created
under the Joint Powers Law including, but not limited to, those powers enumerated
under the Marks -Roos Local Bond Pooling Act of 1985, as amended.
(13) To exercise other reasonable and necessary powers in furtherance
or support of any purpose of the Authority or power granted by the Joint Powers
Law, this Agreement or the Bylaws of the Authority.
(b) Restrictions on Powers. Pursuant to and to the extent required by
Government Code Section 6509, the Authority shall be restricted in the exercise of its powers in
the same manner as the City of Hawthorne is restricted in its exercise of similar powers; provided
that, if the City of Hawthorne shall cease to be a Member, then the Authority shall be restricted in
the exercise of its power in the same manner as the City of Baldwin Park. If the City of Baldwin
Park shall cease to be a Member, then the Authority shall be restricted in the exercise of its powers
in the same manner as the City of South Gate.
(c) In addition to the other powers provided herein, this Agreement is entered
into for the express purpose of the joint exercise of powers under Part 5 of Division 31
(commencing with Section 52000) of the California Health and Safety Code.
(d) In addition to the other powers provided herein, the Authority shall have any
and all powers authorized by law to each of the parties hereto and separately to the public entity
herein created relating to (i) economic development, including, without limitation, the promotion
of opportunities for the creation and retention of employment, the stimulation of economic
activity, and the increase of the tax base, within the jurisdictions of such parties; (ii) the issuance of
bonds, notes or other evidences of indebtedness for the financing or refinancing of K-12
educational facilities to be utilized by a non-profit organization; and (iii) the issuance of
assessment district bonds and bonds issued pursuant to the Mello -Roos Community Facilities Act
of 1982, and (iv) the issuance of bonds as permitted under Chapter I of Part 2 of Division 24
(commencing with Section 34200) of the Health and Safety Code (the "Housing Authority Law"l
ARTICLE 7
BOARD OF DIRECTORS
(a) Composition of Board. The Authority shall be governed by the Board of
Directors, which shall be composed of one director representing each Member. The Legislative
Body of each Member shall appoint a member of such Legislative Body Council as a director to
represent such Member on the Board of Directors. Such director shall serve at the pleasure of such
Legislative Body. The Legislative Body of each Member shall also appoint one or two alternate
directors who shall have the authority to attend, participate in and vote at any meeting of the Board
when the director is absent. Each alternate director shall be an official or staff person of the
Member which such alternate director represents. Any vacancy in a director or alternate director
position shall be filled by the appointing Member's Legislative Body, subject to the provisions of
this Article. Immediately upon admission of a new Member pursuant to Article 16, such Member
shall be entitled and required to appoint a director and one or two alternate directors.
(b) Termination of Status as Director. A director and/or alternate director shall
be removed from the Board of Directors upon the occurrence of any one of the following events:
(1) the Authority receives written notice from the appointing Member of the removal of the
director or alternate director, together with a certified copy of the resolution of the Legislative
Body of the Member effecting such removal; (2) the withdrawal of the Member from this
Agreement; (3) the death or resignation of the director or alternate director; (4) the Authority
receives written notice from the Member that the director or alternate director is no longer
qualified as provided in the first paragraph of this Article.
(c) Compensation. Directors and their alternates are entitled to compensation as
specified in the Bylaws. The Board of Directors may authorize reimbursement of expenses
incurred by directors or their alternates.
(d) Powers of Board. The Board of Directors shall have the following powers
and functions.
(1) Except as otherwise provided in this Agreement, the Board shall
exercise all powers and conduct all business of the Authority, either directly or by
delegation to other bodies or persons.
(2) The Board may form an Executive Committee, as provided in
Article 10. If an Executive Committee is established by the Board, the Executive
Committee may exercise all powers or duties of the Board relating to the execution,
issuance, sale or delivery of bonds, certificates of participation or other obligations
of the Authority and the entering into by the Authority of all agreements, leases,
indentures, conveyances, security documents and other instruments relating thereto
or relating to the financing of capital improvements for the Members or other Local
Agencies. If an Executive Committee is established by the Board, the Board may
delegate to the Executive Committee and the Executive Committee may discharge
any additional powers or duties of the Board except adoption of the Authority's
annual budget. Any additional powers and duties so delegated shall be specified in a
resolution adopted by the Board.
(3) The Board may form, as provided in Article 11, such other
committees as it deems appropriate to conduct the business of the Authority or it
may delegate such power to the Executive Committee in the Bylaws or by
resolution of the Board. The membership of any such other committee may consist
in whole or in part of persons who are not members of the Board; provided that the
Board and the Executive Committee may delegate decision -making powers and
duties only to a committee a majority of the members of which are Board members.
Any committee a majority of the members of which are not Board members may
function only in an advisory capacity.
(4) The Board shall elect the officers of the Authority and shall
appoint or employ necessary staff in accordance with Articles 9 and 12.
(5) The Board shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of the Authority. Adoption of the
budget may not be delegated.
(6) The Board shall receive, review and act upon periodic reports and
audits of the funds of the Authority, as required under Articles 13 and 14 of this
Agreement.
(7) The Board shall have such other powers and duties as are
reasonably necessary to carry out the purposes of the Authority.
EV04 0_[0111 eE3
MEETINGS OF THE BOARD OF DIRECTORS
(a) Regular Meetings. The Board of Directors shall hold at least one regular
meeting each year. The Board of Directors shall fix by resolution or in the Bylaws the date upon
which, and the hour and place at which, each regular meeting is to be held. The Board or President
may call special meetings.
(b) Ralph M. Brown Act. Each meeting of the Board of Directors, including
without limitation regular, adjourned regular and special meetings shall be called, noticed, held,
and conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of the
Government Code.
(c) Minutes. The Authority shall have minutes of regular, adjourned regular and
special meetings kept by the Secretary. As soon as practicable after each meeting, the Secretary
shall forward to each Board member a copy of the minutes of such meeting.
(d) Quorum. A majority of the members of the Board is a quorum for the
transaction of business. However, less than a quorum may adjourn from time to time. A vote of the
majority of a quorum at a meeting is sufficient to take action.
(e) Voting. Each member of the Board shall have one vote.
ARTICLE 9
OFFICERS
The Board shall elect a President and Vice President from among the directors at its first
meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Authority, the
Board shall elect a new President and Vice President, in each succeeding alternating fiscal year.
Each officer shall assume the duties of his office upon election. If either the President or Vice
President ceases to be a member of the Board, the resulting vacancy shall be filled at the next
meeting of the Board held after the vacancy occurs or at a special meeting of the Board called to
fill such vacancy. In the absence or inability of the President to act, the Vice President shall act
as President. The President shall preside at and conduct all meetings of the Board. The Board
may appoint such other officers as it considers necessary.
ARTICLE 10
EXECUTIVE COMMITTEE
The Board may establish an Executive Committee of the Board which shall consist solely
of members selected from the membership of the Board. If an Executive Committee is
established by the Board, the terms of office of the members of the Executive Committee shall
be as provided in the Bylaws of the Authority. If an Executive Committee is established by the
Board the Executive Committee shall conduct the business of the Authority between meetings of
the Board, exercising all those powers as provided for in Section (d)(2) of Article 7, or as
otherwise delegated to it by the Board.
ARTICLE 11
COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of
the Authority or it may, in the Bylaws or by resolution, delegate such power to the Executive
Committee. Members of Committees shall be appointed by the Board or the Executive
Committee, as the case may be. Each Committee shall have those duties as determined by the
Board or the Executive Committee, as the case may be, or as otherwise set forth in the Bylaws.
Each Committee shall meet on the call of its chairperson, and shall report to the Executive
Committee and the Board as directed by the Board or the Executive Committee, as the case may
be.
ARTICLE 12
STAFF
(a) Principal Staff. The following staff members shall be appointed by and
serve at the pleasure of the Board of Directors:
(1) Pregram ^ a...:.,:.......t,._ Executive Director. The Executive
Director shall administer the affairs of the Authority, subject to the general
supervision and policy direction of the Board and the Executive Committee; shall
coordinate the activities of all consultants and staff of the Authority; shall be
responsible for required filings by the Authority with the State of California; shall
prepare all meeting notices, minutes and required correspondence of the Authority
and shall maintain the records of the Authority; shall assist Local Agencies in the
preparing and filing of applications for participation in the financing programs of
the Authority and shall expedite the processing of such applications; and shall
perform such other duties as are assigned by the Board and Executive Committee.
(2) Treasurer. The duties of the Treasurer are set forth in Articles
13 and 14 of this Agreement. The Treasurer shall be appointed by the Board of
Directors and shall be eligible to serve as Treasurer as provided in the Joint Powers
Law.
(3) Auditor. The Auditor shall be a Certified Public Accountant
licensed to practice in the State of California. The Auditor will conduct annual
audits of the Authority.
(b) Other Staff. The Board, Executive Committee or Prcbra... re
Executive Director shall provide for the appointment.of such other staff as may be necessary for
the administration of the Authority.
(c) Compensation. The Progreffn ^ a...inis4 t,._ Executive Director, the
Treasurer, the Auditor and any other members of the staff or employees of the Authority shall be
compensated in such manner as shall be approved by the Board as permitted by applicable law.
FAVA0INin09W
ACCOUNTS AND RECORDS
(a) Annual Budget. The Authority shall adopt an operating budget pursuant to
Article 7 of this Agreement. The Treasurer, in cooperation with the Pregi:am Ad. ini
Executive Director, shall prepare the annual or multi -year operating budget for review and
approval by the Board of Directors as provided in Article 7 of this Agreement
(b) Funds and Accounts. The Treasurer of the Authority or the P r-agr-ain
Adn4nistmterExecutive Director shall establish and maintain such funds and accounts as may be
required by good accounting practices and by the Board. Books and records of the Authority in the
hands of the Treasurer or P..,.,.ram ^ a._.inistrate Executive Directorshall be open to inspection at
all reasonable times by authorized representatives of the Members.
The Authority shall adhere to the standard of strict accountability for funds set forth in
the Joint Powers Law.
(a) Auditor's Report. The Auditor, within one hundred and twenty (120) days
after the close of each Fiscal Year, shall give a complete written report of all financial activities for
such Fiscal Year to the Board and to each Member.
(b) Annual Audit. If then required by the Joint Powers Law, the Authority shall
either make or contract with a certified public accountant to make an annual Fiscal Year audit of
all accounts and records of the Authority, conforming in all respects with the requirements of the
Joint Powers Law. A report of the audit shall be filed, if then required by law, as a public record
with each of the Members and with the county auditor of the county or counties in which each of
the Members is located. Costs of the audit shall be considered a general expense of the Authority.
ARTICLE 14
RESPONSIBILITIES FOR FUNDS AND PROPERTY
(a) Custody of Authority Funds. The Treasurer shall have the custody of and
disburse the Authority's funds. Proceeds of bonds, certificates of participation or other similar
obligations of the Authority may be deposited with an indenture trustee, agent or other depositary
and shall not be considered the Authority's funds for purposes of this Article. The Treasurer may
delegate disbursing authority to such persons as may be authorized by the Board or the Executive
Committee to perform that function, subject to the requirements of (b) below.
(b) Duties of Treasurer. The Treasurer shall perform all functions then required
to be performed by the Treasurer under the Joint Powers Law. The Treasurer shall review the
financial statements and the annual audit of the Authority.
(c) Authority Property. Pursuant to Government Code Section 6505.1, the
n..,.,.ra Administfater Executive Director, the Treasurer, and such other persons as the Board
may designate shall have charge of, handle, and have access to the property of the Authority. The
Authority shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in form
specified by the Board of Directors, covering all officers and staff of the Authority who are
authorized to hold or disburse funds of the Authority and all officers and staff who are authorized
to have charge of, handle and have access to property of the Authority.
ARTICLE 15
MEMBER RESPONSIBILITIES
Each Member shall have the following responsibilities:
(a) To appoint its director and alternate director to or remove its director and
alternate director from the Board as set forth in Article 7.
(b) To consider proposed amendments to this Agreement as set forth in Article
23.
(c) To make contributions in the form of annual membership assessments and
fees, if any, determined by the Board for the purpose of defraying the costs of providing the annual
benefits accruing directly to each party from this Agreement
(d) If a Member shall give written notice to the Authority of its election to
relinquish its status as a Member and instead become an Associate Member or if a Member shall
fail to be represented at three (3) or more successive meetings of the Board of Directors, then such
Member shall be deemed to be an Associate Member upon action of the Board of Directors duly
adopted to such effect. Promptly following any such action by the Board of Directors, such
Member shall promptly deliver to the Authority an executed Associate Membership Agreement in
the form and as further provided in the Bylaws. Such Associate Member status shall not relieve
such Member from its obligations under any outstanding agreements relating to the Authority's
bonds, certificates of participation or other obligations except in accordance with such agreements.
ARTICLE 16
NEW
With the approval of the Board any qualified Public Agency may become a party to this
Agreement. A Public Agency requesting membership shall apply by presenting to the Authority
a resolution of the Legislative Body of such Public Agency evidencing its approval of this
Agreement. The date that the applying city will become a Member will be determined by the
Board.
ARTICLE 17
VAU_Y_'._I1J_UAVAY" 11
A Member or an Associate Member may withdraw from membership in the Authority
upon thirty (30) days advance written notice to the Authority. No such withdrawal, however,
shall relieve such Member or such Associate Member from its obligations under any outstanding
agreements relating to the Authority's bonds, certificates of participation or other obligations
except in accordance with such agreements.
ARTICLE 18
OBLIGATIONS OF AUTHORITY
The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and
obligations of the Members. Any Member may separately contract for, or assume responsibility
for, specific debts, liabilities or obligations of the Authority.
ARTICLE 19
TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no bonds, certificates of participation
or other similar obligations of the Authority are outstanding with the approval of two-thirds of
the Members. Upon termination of this Agreement, all assets of the Authority shall, after
payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed
among the parties hereto in accordance with the respective contributions of each of said parties.
ARTICLE 20
LIABILITY OF BOARD OF DIRECTORS, OFFICERS AND COMMITTEE
MEMBERS
The members of the Board of Directors, officers and committee members of the
Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in
the performance of their duties pursuant to this Agreement. They shall not be liable for any
mistake of judgment or any other action made, taken or omitted by them in good faith, nor for
any action taken or omitted by any agent, employee or independent contractor selected with
reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest.
No director, officer or committee member shall be responsible for any action taken or
omitted by any other director, officer or committee member. No director, officer or committee
member shall be required to give a bond or other security to guarantee the faithful performance
of his or her duties pursuant to this Agreement.
The funds of the Authority shall be used to defend, indemnify and hold harmless the
Authority for any director, officer or committee member for their actions taken within the scope
of the authority of the Authority. Nothing herein shall limit the right of the Authority to purchase
insurance to provide such coverage as hereinafter set forth.
ARTICLE 21
BYLAWS
The Board may adopt Bylaws consistent with this Agreement which shall provide for the
administration and management of the Authority. The provisions of the Bylaws, as modified
from time to time, shall establish the operating procedures and standards for the Authority.
ARTICLE 22
NOTICES
The Authority shall address notices, billings and other communications to a Member as
directed by such Member. Each Member shall provide the Authority with the address to which
communications are to be sent. Members shall address notices and other communications to the
Authority, at the office address of the Authority as set forth in the Bylaws.
ARTICLE 23
AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through
their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt
by the Authority of notice of the approval of such amendment by a majority of the Legislative
Bodies of the Members.
ARTICLE 24
SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court
of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be
otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms,
conditions, and provisions shall not be affected thereby.
ARTICLE 25
PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim or interest it may have under this Agreement,
and no creditor, assignee or third party beneficiary of any Member shall have any right, claim or
title to any part, share, interest, fund or asset of the Authority.
ARTICLE 26
AGREEMENT COMPLETE
This Agreement constitutes the full and complete agreement of the parties.
ARTICLE 27
ASSOCIATE MEMBERS
Any Public Agency may, with the approval of the Board of Directors, become an
Associate Member of the Authority by executing and delivering to the Authority an Associate
Membership Agreement in form and as further provided in the Bylaws. An Associate Member
shall not be entitled to representation on the Board of Directors or to vote on any matter coming
before the Board of Directors or the Authority. However, an Associate Member shall be entitled
to participate in all programs and other undertakings of the Authority, including, without
limitation, any Home Mortgage Financing Program, any financing under the Nonprofit
Financing Law, any undertaking to finance the acquisition, construction, installation and/or
equipping of public capital improvements, and any other financing program.
ARTICLE 28
FILING WITH SECRETARY OF STATE
The Pregruffi AdministFnter-Executive Director of the Authority shall file a notice of this
Agreement with the office of the California Secretary of State within thirty (30) days of its
effective date, as required by Government Code Section 6503.5 and within seventy (70) days of
its effective date as required by Government Code Section 53051.
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on
the date indicated below.
Dated: July 17, 2013 CITY OF
Its
Seal:
ATTEST:
Amendment No. 1 - Authorized for distribution to member cities for approval on May 21,
1998
Amendment No. 2 -
Authorized for distribution to member cities for approval on May 21,
1998
Amendment No. 3 -
Authorized for distribution to member cities for approval on October 9,
2002
Amendment No. 4 -
Authorized for distribution to member cities for approval on June 9, 2004
Amendment No. 5 -
Authorized for distribution to member cities for approval on August 31,
2005
Amendment No. 6 -
Authorized for distribution to member cities for approval on June 21,
2006
Amendment No. 7 -
Authorized for distribution to member cities for approval on January 9,
2008
Amendment No. 1 -
Effective upon of member cities taking official action (August 20, 1998)
Amendment No. 2 -
Effective upon two-thirds of Legislative Bodies of member cities taking
official action (August 20, 1998)
Amendment No. 3 -
Effective upon two-thirds of Legislative Bodies of member cities taking
official action (February 27, 2003)
Amendment No. 4 -
Effective upon two-thirds of Legislative Bodies of member cities taking
official action (October 27, 2004)
Amendment No. 5 -
Effective upon two-thirds of Legislative Bodies of member cities taking
official action (May 3, 2006)
Amendment No. 6 -
Effective upon two-thirds of Legislative Bodies of member cities taking
official action (March 27, 2007)
Amendment No. 7 -
Effective upon two-thirds of Legislative Bodies of member cities taking
official action (May 21, 2008)
APPENDIX A MEMBERS
MEMBERS
Baldwin Park
Lynwood
Compton
San Fernando
Hawthorne Gate
South Gate
Hermosa Beach
Vernon
Huntington Park
ASSOCIATE MEMBERS
Alhambra
Los Angeles
Apple Valley
Monrovia
Azusa
Montclair
Barstow
Montebello
Bell
Monterey Park
Bellflower
Morgan Hill
Brea
Norwalk
Capitola
Oceanside
Carson
Palmdale
Chino
Palm Springs
Claremont
Paramount
Colton
Pico Rivera
Commerce
Planada Community Services District
Covina
Pomona
Downey
Rancho Cucamonga
Duarte
Rialto
El Monte
Riverside
Fairfield
Rohnert Park
Fontana
Salinas
Fresno
San Bernardino
Gardena
San Bernardino County
Garden Grove
San Diego County
Glendale
San Juan Capistrano
Glendora
San Marcos
Hawaiian Gardens
San Mateo County
Indio
Santa Clarita
Inglewood
Santa Rosa
La Habra
Signal Hill
La Puente
Vista
Lakewood
West Covina
Lancaster
Whittier
Lawndale
Yucaipa
Long Beach
AMENDED AND RESTATED JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES FINANCE AUTHORITY
This Joint Powers Agreement (the "Agreement") is entered into by and among the public
agencies (hereinafter referred to as "Members" and set forth in Appendix A attached hereto and
incorporated herein by this reference), organized and existing under the Constitution and laws of
the respective states in which such agencies are domiciled.
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California
Government Code (Section 6500 et seq.) permits two or more public agencies by agreement to
exercise jointly powers common to the contracting parties; and
WHEREAS, the public agencies executing this Agreement desire to join together for the
purpose of assisting public agencies to finance the acquisition, construction, installation and/or
equipping of public capital improvements and to encourage and promote other joint and
cooperative endeavors among such public agencies for their mutual benefit;
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
"Associate Member" shall mean any Local Agency that shall have duly executed and
delivered to the Authority an Associate Membership Agreement in the form and as further
provided in the Bylaws of the Authority.
"Authority" shall mean the Independent Cities Finance Authority created by this
Agreement.
"Board of Directors" or 'Board" shall mean the governing body of the Authority.
"Executive Committee" shall mean the Executive Committee of the Board of Directors of
the Authority.
"Fiscal Year" shall mean that period of twelve months which is established by the Board
of Directors or the Bylaws as the fiscal year of the Authority.
"Government Code" shall mean the California Government Code, as amended.
"Home Mortgage Financing Program" shall mean a program for financing home
mortgages undertaken by the Authority pursuant to the provisions of Part 5 of Division 31
(commencing with Section 52000) of the California Health and Safety Code with respect to those
Members or Associate Members that are either a city or a county of the State of California.
65054.00000\8083 5 12.3
"Joint Powers Law" shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1
(commencing with Section 6500) of the Government Code.
"Legislative Body" shall mean the legislative board of each Public Agency and Local
Agency that are either Members or Associate Members, respectively, of the Authority.
"Local Agency" shall have the meaning set forth in Section 6585(f) of the Government
Code, as may hereafter be amended from time to time.
"Member" shall mean any Public Agency which has executed this Agreement and has
become a member of the Authority.
"Public Agency" shall mean public agency as defined in Government Code Section 6500,
as may hereafter be amended from time to time.
"Housing Authority Law" shall refer to all the powers and duties related to the provision
of financing for the acquisition, construction, rehabilitation, refinancing or development of
housing pursuant to the provisions of Part 2 of Division 24 (commencing with Section 34200) of
the California Health and Safety Code with respect to those Members or Associate Members that
are a housing authority located in the State of California.
Unless the context clearly requires otherwise, as used in this Agreement, words of the
masculine, feminine or neuter gender shall be construed to include each other gender when
appropriate and words of the singular number shall be construed to include the plural number,
and vice versa, when appropriate. This Agreement and all the terms and provisions hereof shall
be construed to effectuate the purposes set forth herein and to sustain the validity hereof.
ARTICLE 2
110KI01381.E
This Agreement is entered into by the Members in order that they may jointly develop
programs to assist in the raising of capital to finance the capital improvement needs of Local
Agencies, provide for home mortgage financing with respect to those Members or Associate
Members that are either a city or a county of the State of California, provide financing in
connection with the improvement, construction, acquisition, creation, rehabilitation and
preservation of affordable housing within the boundaries of the Members and Associate
Members, and provide financing in accordance with the provisions of applicable law in
connection with other projects and programs that are in the public interest and which benefit
Members and Associate Members including, without limitation, making loans to tax-exempt
organizations from the proceeds of mortgage revenue bonds to finance the acquisition of multi-
family rental housing, including mobilehome parks, under the provisions of Chapter 8 of Part 5
of Division 31 (commencing with Section 52100) of the Health and Safety Code (the "Nonprofit
Financing Law") or Chapter 1 of Part 2 of Division 24 (commencing with Section 34200) of the
Health and Safety Code (the "Housing Authority Law"). This Agreement is also entered into by
the Members in order to provide a forum for discussion and study of problems common to the
Members and to assist in the development and implementation of solutions to such problems.
65054.00000\8083512.3 2
ARTICLE 3
PARTIES TO AGREEMENT
Each Member, as a party to this Agreement, certifies that it intends to and does contract
with all other Members as parties to this Agreement and, with such other Public Agencies as may
later be added as parties to this Agreement. Each Member also certifies that the withdrawal of
any party from this Agreement pursuant to Article 17 shall not affect this Agreement or the
Members' obligations hereunder.
ARTICLE 4
TERM
This Agreement shall become effective when executed and returned to the Authority by
at least four Members. The Authority shall promptly notify all Members in writing of such
effective date. This Agreement shall continue in effect until terminated as provided herein;
provided that the termination of this Agreement with respect to an individual Member upon its
withdrawal from membership in the Authority shall not operate to terminate this Agreement with
respect to the remaining Members.
ARTICLE 5
CREATION OF THE AUTHORITY
Pursuant to the Joint Powers Law, there is hereby created a public entity separate and
apart from the parties hereto, to be known as the "Independent Cities Finance Authority" with
such powers as are hereinafter set forth.
ARTICLE 6
POWERS OF THE AUTHORITY
(a) Powers. The Authority shall have all of the powers common to its
Members and all additional powers set forth in the Joint Powers Law and other statutes
applicable to the joint powers authority created hereby, and is hereby authorized to do all acts
necessary for the exercise of said powers. Such powers include, but are not limited to, the
following:
(1) To make and enter into contracts.
(2) To incur debts, liabilities, and obligations and to encumber real or
personal property.
(3) To acquire, hold, or dispose of real or personal property,
contributions and donations of real or personal property, funds, services, and other
forms of assistance from persons, firms, corporations, and government entities.
65054.00000\8083512.3
(4) To sue and be sued in its own name, and to settle any claim against
it.
(5) To receive and use contributions and advances from Members as
provided in Government Code Section 6504, including contributions or advances
of personnel, equipment or property.
(6) To invest any money in its treasury that is not required for its
immediate necessities, pursuant to Government Code Section 6509.5
(7) To acquire, construct, manage, maintain or operate title to real or
personal property or rights or any interest therein.
(8) To employ agents and employees.
(9) To receive, collect and disburse moneys.
(10) To finance the acquisition, construction or installation of real or
personal property for the benefit of one or more Local Agencies through the sale
of its revenue bonds, certificates of participation or other obligations and to enter
into any agreement or instrument in connection with the execution, issuance, sale
or delivery of such bonds, certificates of participation or other obligations.
(11) To lease, sell, convey or otherwise transfer title or rights to or an
interest in real or personal property, including, but not limited to, property
financed by the Authority for the benefit of its Members or other Local Agencies,
and to enter into any agreement or instrument in connection with any such lease,
sale, conveyance or transfer.
(12) To exercise all powers of entities, such as the Authority, created
under the Joint Powers Law including, but not limited to, those powers
enumerated under the Marks -Roos Local Bond Pooling Act of 1985, as amended.
(13) To exercise other reasonable and necessary powers in furtherance
or support of any purpose of the Authority or power granted by the Joint Powers
Law, this Agreement or the Bylaws of the Authority.
(b) Restrictions on Powers. Pursuant to and to the extent required by
Government Code Section 6509, the Authority shall be restricted in the exercise of its powers in
the same manner as the City of Hawthorne is restricted in its exercise of similar powers;
provided that, if the City of Hawthorne shall cease to be a Member, then the Authority shall be
restricted in the exercise of its power in the same manner as the City of Baldwin Park. If the City
of Baldwin Park shall cease to be a Member, then the Authority shall be restricted in the exercise
of its powers in the same manner as the City of South Gate.
(c) In addition to the other powers provided herein, this Agreement is entered
into for the express purpose of the joint exercise of powers under Part 5 of Division 31
(commencing with Section 52000) of the California Health and Safety Code.
65054.00000\8083512.3 4
(d) In addition to the other powers provided herein, the Authority shall have
any and all powers authorized by law to each of the parties hereto and separately to the public
entity herein created relating to (i) economic development, including, without limitation, the
promotion of opportunities for the creation and retention of employment, the stimulation of
economic activity, and the increase of the tax base, within the jurisdictions of such parties; (ii)
the issuance of bonds, notes or other evidences of indebtedness for the financing or refinancing
of K-12 educational facilities to be utilized by a non-profit organization; (iii) the issuance of
assessment district bonds and bonds issued pursuant to the Mello -Roos Community Facilities
Act of 1982, and (iv) the issuance of bonds as permitted under Chapter I of Part 2 of Division 24
(commencing with Section 34200) of the Health and Safety Code (the "Housing Authority
Law").
ARTICLE 7
BOARD OF DIRECTORS
(a) Composition of Board. The Authority shall be governed by the Board of
Directors, which shall be composed of one director representing each Member. The Legislative
Body of each Member shall appoint a member of such Legislative Body Council as a director to
represent such Member on the Board of Directors. Such director shall serve at the pleasure of
such Legislative Body. The Legislative Body of each Member shall also appoint one or two
alternate directors who shall have the authority to attend, participate in and vote at any meeting
of the Board when the director is absent. Each alternate director shall be an official or staff
person of the Member which such alternate director represents. Any vacancy in a director or
alternate director position shall be filled by the appointing Member's Legislative Body, subject to
the provisions of this Article. Immediately upon admission of a new Member pursuant to Article
16, such Member shall be entitled and required to appoint a director and one or two alternate
directors.
(b) Termination of Status as Director. A director and/or alternate director shall
be removed from the Board of Directors upon the occurrence of any one of the following events:
(1) the Authority receives written notice from the appointing Member of the removal of the
director or alternate director, together with a certified copy of the resolution of the Legislative
Body of the Member effecting such removal; (2) the withdrawal of the Member from this
Agreement; (3) the death or resignation of the director or alternate director; (4) the Authority
receives written notice from the Member that the director or alternate director is no longer
qualified as provided in the first paragraph of this Article.
(c) Compensation. Directors and their alternates are entitled to compensation
as specified in the Bylaws. The Board of Directors may authorize reimbursement of expenses
incurred by directors or their alternates.
and functions.
(d) Powers of Board. The Board of Directors shall have the following powers
(1) Except as otherwise provided in this Agreement, the Board shall
exercise all powers and conduct all business of the Authority, either directly or by
65054.00000\8083512.3 5
delegation to other bodies or persons.
(2) The Board may form an Executive Committee, as provided in
Article 10. If an Executive Committee is established by the Board, the Executive
Committee may exercise all powers or duties of the Board relating to the
execution, issuance, sale or delivery of bonds, certificates of participation or other
obligations of the Authority and the entering into by the Authority of all
agreements, leases, indentures, conveyances, security documents and other
instruments relating thereto or relating to the financing of capital improvements
for the Members or other Local Agencies. If an Executive Committee is
established by the Board, the Board may delegate to the Executive Committee and
the Executive Committee may discharge any additional powers or duties of the
Board except adoption of the Authority's annual budget. Any additional powers
and duties so delegated shall be specified in a resolution adopted by the Board.
(3) The Board may form, as provided in Article 11, such other
committees as it deems appropriate to conduct the business of the Authority or it
may delegate such power to the Executive Committee in the Bylaws or by
resolution of the Board. The membership of any such other committee may
consist in whole or in part of persons who are not members of the Board;
provided that the Board and the Executive Committee may delegate decision -
making powers and duties only to a committee a majority of the members of
which are Board members. Any committee a majority of the members of which
are not Board members may function only in an advisory capacity.
(4) The Board shall elect the officers of the Authority and shall
appoint or employ necessary staff in accordance with Articles 9 and 12.
(5) The Board shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of the Authority. Adoption of
the budget may not be delegated.
(6) The Board shall receive, review and act upon periodic reports and
audits of the funds of the Authority, as required under Articles 13 and 14 of this
Agreement.
(7) The Board shall have such other powers and duties as are
reasonably necessary to carry out the purposes of the Authority.
ARTICLE 8
MEETINGS OF THE BOARD OF DIRECTORS
(a) Regular Meetings. The Board of Directors shall hold at least one regular
meeting each year. The Board of Directors shall fix by resolution or in the Bylaws the date upon
which, and the hour and place at which, each regular meeting is to be held. The Board or
President may call special meetings.
65054.00000\8083512.3 6
(b) Ralph M. Brown Act. Each meeting of the Board of Directors, including
without limitation regular, adjourned regular and special meetings shall be called, noticed, held,
and conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of the
Government Code.
(c) Minutes. The Authority shall have minutes of regular, adjourned regular
and special meetings kept by the Secretary. As soon as practicable after each meeting, the
Secretary shall forward to each Board member a copy of the minutes of such meeting.
(d) Quorum. A majority of the members of the Board is a quorum for the
transaction of business. However, less than a quorum may adjourn from time to time. A vote of
the majority of a quorum at a meeting is sufficient to take action.
(e) Voting. Each member of the Board shall have one vote.
ARTICLE 9
OFFICERS
The Board shall elect a President and Vice President from among the directors at its first
meeting. Thereafter, except as may be otherwise provided in the Bylaws of the Authority, the
Board shall elect a new President and Vice President, in each succeeding alternating fiscal year.
Each officer shall assume the duties of his office upon election. If either the President or Vice
President ceases to be a member of the Board, the resulting vacancy shall be filled at the next
meeting of the Board held after the vacancy occurs or at a special meeting of the Board called to
fill such vacancy. In the absence or inability of the President to act, the Vice President shall act
as President. The President shall preside at and conduct all meetings of the Board. The Board
may appoint such other officers as it considers necessary.
ARTICLE 10
EXECUTIVE COMMITTEE
The Board may establish an Executive Committee of the Board which shall consist solely
of members selected from the membership of the Board. If an Executive Committee is
established by the Board, the terms of office of the members of the Executive Committee shall
be as provided in the Bylaws of the Authority. If an Executive Committee is established by the
Board the Executive Committee shall conduct the business of the Authority between meetings of
the Board, exercising all those powers as provided for in Section (d)(2) of Article 7, or as
otherwise delegated to it by the Board.
ARTICLE 11
COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the business of
the Authority or it may, in the Bylaws or by resolution, delegate such power to the Executive
Committee. Members of Committees shall be appointed by the Board or the Executive
65054.00000\8083512.3
Committee, as the case may be. Each Committee shall have those duties as determined by the
Board or the Executive Committee, as the case may be, or as otherwise set forth in the Bylaws.
Each Committee shall meet on the call of its chairperson, and shall report to the Executive
Committee and the Board as directed by the Board or the Executive Committee, as the case may
be.
ARTICLE 12
STAFF
(a) Principal Staff. The following staff members shall be appointed by and
serve at the pleasure of the Board of Directors:
(1) Executive Director. The Executive Director shall administer the
affairs of the Authority, subject to the general supervision and policy direction of
the Board and the Executive Committee; shall coordinate the activities of all
consultants and staff of the Authority; shall be responsible for required filings by
the Authority with the State of California; shall prepare all meeting notices,
minutes and required correspondence of the Authority and shall maintain the
records of the Authority; shall assist Local Agencies in the preparing and filing of
applications for participation in the financing programs of the Authority and shall
expedite the processing of such applications; and shall perform such other duties
as are assigned by the Board and Executive Committee.
(2) Treasurer. The duties of the Treasurer are set forth in
Articles 13 and 14 of this Agreement. The Treasurer shall be appointed by the
Board of Directors and shall be eligible to serve as Treasurer as provided in the
Joint Powers Law.
(3) Auditor. The Auditor shall be a Certified Public
Accountant licensed to practice in the State of California. The Auditor will
conduct annual audits of the Authority.
(b) Other Staff. The Board, Executive Committee or Executive Director shall
provide for the appointment of such other staff as may be necessary for the administration of the
Authority.
(c) Compensation. The Executive Director, the Treasurer, the Auditor and any
other members of the staff or employees of the Authority shall be compensated in such manner
as shall be approved by the Board as permitted by applicable law.
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ARTICLE 13
ACCOUNTS AND RECORDS
(a) Annual Budget. The Authority shall adopt an operating budget pursuant to
Article 7 of this Agreement. The Treasurer, in cooperation with the Executive Director, shall
prepare the annual or multi -year operating budget for review and approval by the Board of
Directors as provided in Article 7 of this Agreement
(b) Funds and Accounts. The Treasurer of the Authority or the Executive
Director shall establish and maintain such funds and accounts as may be required by good
accounting practices and by the Board. Books and records of the Authority in the hands of the
Treasurer or Executive Director shall be open to inspection at all reasonable times by authorized
representatives of the Members.
The Authority shall adhere to the standard of strict accountability for funds set forth in
the Joint Powers Law.
(a) Auditor's Report. The Auditor, within one hundred and twenty (120) days
after the close of each Fiscal Year, shall give a complete written report of all financial activities
for such Fiscal Year to the Board and to each Member.
(b) Annual Audit. If then required by the Joint Powers Law, the Authority
shall either make or contract with a certified public accountant to make an annual Fiscal Year
audit of all accounts and records of the Authority, conforming in all respects with the
requirements of the Joint Powers Law. A report of the audit shall be filed, if then required by
law, as a public record with each of the Members and with the county auditor of the county or
counties in which each of the Members is located. Costs of the audit shall be considered a
general expense of the Authority.
ARTICLE 14
RESPONSIBILITIES FOR FUNDS AND PROPERTY
(a) Custody of Authority Funds. The Treasurer shall have the custody of and
disburse the Authority's funds. Proceeds of bonds, certificates of participation or other similar
obligations of the Authority may be deposited with an indenture trustee, agent or other
depositary and shall not be considered the Authority's funds for purposes of this Article. The
Treasurer may delegate disbursing authority to such persons as may be authorized by the Board
or the Executive Committee to perform that function, subject to the requirements of (b) below.
(b) Duties of Treasurer. The Treasurer shall perform all functions then
required to be performed by the Treasurer under the Joint Powers Law. The Treasurer shall
review the financial statements and the annual audit of the Authority.
65054.00000\8083512.3 9
(c) Authority Property. Pursuant to Government Code Section 6505.1, the
Executive Director, the Treasurer, and such other persons as the Board may designate shall have
charge of, handle, and have access to the property of the Authority. The Authority shall secure
and pay for a fidelity bond or bonds, in an amount or amounts and in form specified by the Board
of Directors, covering all officers and staff of the Authority who are authorized to hold or
disburse funds of the Authority and all officers and staff who are authorized to have charge of,
handle and have access to property of the Authority.
FlUJI Cy-04561
MEMBER RESPONSIBILITIES
Each Member shall have the following responsibilities:
(a) To appoint its director and alternate director to or remove its director and
alternate director from the Board as set forth in Article 7.
(b) To consider proposed amendments to this Agreement as set forth in
Article 23.
(c) To make contributions in the form of annual membership assessments and
fees, if any, determined by the Board for the purpose of defraying the costs of providing the
annual benefits accruing directly to each party from this Agreement
(d) If a Member shall give written notice to the Authority of its election to
relinquish its status as a Member and instead become an Associate Member or if a Member shall
fail to be represented at three (3) or more successive meetings of the Board of Directors, then
such Member shall be deemed to be an Associate Member upon action of the Board of Directors
duly adopted to such effect. Promptly following any such action by the Board of Directors, such
Member shall promptly deliver to the Authority an executed Associate Membership Agreement
in the form and as further provided in the Bylaws. Such Associate Member status shall not
relieve such Member from its obligations under any outstanding agreements relating to the
Authority's bonds, certificates of participation or other obligations except in accordance with
such agreements.
ARTICLE 16
NEW MEMBERS
With the approval of the Board any qualified Public Agency may become a party to this
Agreement. A Public Agency requesting membership shall apply by presenting to the Authority
a resolution of the Legislative Body of such Public Agency evidencing its approval of this
Agreement. The date that the applying city will become a Member will be determined by the
Board.
65054.00000\8083512.3 10
ARTICLE 17
WITHDRAWAL
A Member or an Associate Member may withdraw from membership in the Authority
upon thirty (30) days advance written notice to the Authority. No such withdrawal, however,
shall relieve such Member or such Associate Member from its obligations under any outstanding
agreements relating to the Authority's bonds, certificates of participation or other obligations
except in accordance with such agreements.
ARTICLE 18
OBLIGATIONS OF AUTHORITY
The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and
obligations of the Members. Any Member may separately contract for, or assume responsibility
for, specific debts, liabilities or obligations of the Authority.
ARTICLE 19
TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no bonds, certificates of participation
or other similar obligations of the Authority are outstanding with the approval of two-thirds of
the Members. Upon termination of this Agreement, all assets of the Authority shall, after
payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed
among the parties hereto in accordance with the respective contributions of each of said parties.
ARTICLE 20
LIABILITY OF BOARD OF DIRECTORS, OFFICERS AND COMMITTEE
MEMBERS
The members of the Board of Directors, officers and committee members of the
Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in
the performance of their duties pursuant to this Agreement. They shall not be liable for any
mistake of judgment or any other action made, taken or omitted by them in good faith, nor for
any action taken or omitted by any agent, employee or independent contractor selected with
reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest.
No director, officer or committee member shall be responsible for any action taken or
omitted by any other director, officer or committee member. No director, officer or committee
member shall be required to give a bond or other security to guarantee the faithful performance
of his or her duties pursuant to this Agreement.
The funds of the Authority shall be used to defend, indemnify and hold harmless the
Authority for any director, officer or committee member for their actions taken within the scope
65054.00000\8083512.3 11
of the authority of the Authority. Nothing herein shall limit the right of the Authority to purchase
insurance to provide such coverage as hereinafter set forth.
ARTICLE 21
BYLAWS
The Board may adopt Bylaws consistent with this Agreement which shall provide for the
administration and management of the Authority. The provisions of the Bylaws, as modified
from time to time, shall establish the operating procedures and standards for the Authority.
ARTICLE 22
NOTICES
The Authority shall address notices, billings and other communications to a Member as
directed by such Member. Each Member shall provide the Authority with the address to which
communications are to be sent. Members shall address notices and other communications to the
Authority, at the office address of the Authority as set forth in the Bylaws.
AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting through
their Legislative Bodies. Any amendment of this Agreement shall become effective upon receipt
by the Authority of notice of the approval of such amendment by a majority of the Legislative
Bodies of the Members.
ARTICLE 24
SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided by a court
of competent jurisdiction to be illegal or in conflict with any law of the State of California, or be
otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms,
conditions, and provisions shall not be affected thereby.
ARTICLE 25
PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim or interest it may have under this Agreement,
and no creditor, assignee or third party beneficiary of any Member shall have any right, claim or
title to any part, share, interest, fund or asset of the Authority.
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ARTICLE 26
AGREEMENT COMPLETE
This Agreement constitutes the full and complete agreement of the parties.
ARTICLE 27
ASSOCIATE MEMBERS
Any Public Agency may, with the approval of the Board of Directors, become an
Associate Member of the Authority by executing and delivering to the Authority an Associate
Membership Agreement in form and as further provided in the Bylaws. An Associate Member
shall not be entitled to representation on the Board of Directors or to vote on any matter coming
before the Board of Directors or the Authority. However, an Associate Member shall be entitled
to participate in all programs and other undertakings of the Authority, including, without
limitation, any Home Mortgage Financing Program, any financing under the Nonprofit
Financing Law, any undertaking to finance the acquisition, construction, installation and/or
equipping of public capital improvements, and any other financing program.
ARTICLE 28
FILING WITH SECRETARY OF STATE
The Executive Director of the Authority shall file a notice of this Agreement with the
office of the California Secretary of State within thirty (30) days of its effective date, as required
by Government Code Section 6503.5 and within seventy (70) days of its effective date as
required by Government Code Section 53 05 1.
65054.00000\8083512.3 13
IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on
the date indicated below.
Dated: July_, 2013 CITY OF
M.
Seal:
ATTEST:
Its
Amendment No. 1 -
Authorized for distribution to member cities for approval on May 21, 1998
Amendment No. 2 -
Authorized for distribution to member cities for approval on May 21, 1998
Amendment No. 3 -
Authorized for distribution to member cities for approval on October 9,
2002
Amendment No. 4 -
Authorized for distribution to member cities for approval on June 9, 2004
Amendment No. 5 -
Authorized for distribution to member cities for approval on August 31,
2005
Amendment No. 6 -
Authorized for distribution to member cities for approval on June 21, 2006
Amendment No. 7 -
Authorized for distribution to member cities for approval on January 9,
2008
Amendment No. 8 -
Authorized for distribution to member cities for approval of July 31, 2013
Amendment No. 1 - Effective upon two-thirds of member cities taking official action (August
20, 1998)
Amendment No. 2 - Effective upon two-thirds of Legislative Bodies of member cities taking
official action (August 20, 1998)
Amendment No. 3 - Effective upon two-thirds of Legislative Bodies of member cities taking
official action (February 27, 2003)
Amendment No. 4 - Effective upon two-thirds of Legislative Bodies of member cities taking
official action (October 27, 2004)
Amendment No. 5 - Effective upon two-thirds of Legislative Bodies of member cities taking
official action (May 3, 2006)
Amendment No. 6 - Effective upon two-thirds of Legislative Bodies of member cities taking
official action (March 27, 2007)
Amendment No. 7 - Effective upon two-thirds of Legislative Bodies of member cities taking
official action (May 21, 2008)
65054.00000\8083512.3 14
APPENDIX A MEMBERS
MEMBERS
Baldwin Park
Lynwood
Compton
San Fernando
Hawthorne Gate
South Gate
Hermosa Beach
Vernon
Huntington Park
ASSOCIATE MEMBERS
Alhambra
Los Angeles
Apple Valley
Monrovia
Azusa
Montclair
Barstow
Montebello
Bell
Monterey Park
Bellflower
Morgan Hill
Brea
Norwalk
Capitola
Oceanside
Carson
Palmdale
Chino
Palm Springs
Claremont
Paramount
Colton
Pico Rivera
Commerce
Planada Community Services District
Covina
Pomona
Downey
Rancho Cucamonga
Duarte
Rialto
El Monte
Riverside
Fairfield
Rohnert Park
Fontana
Salinas
Fresno
San Bernardino
Gardena
San Bernardino County
Garden Grove
San Diego County
Glendale
San Juan Capistrano
Glendora
San Marcos
Hawaiian Gardens
San Mateo County
Indio
Santa Clarita
Inglewood
Santa Rosa
La Habra
Signal Hill
La Puente
Vista
Lakewood
West Covina
Lancaster
Whittier
Lawndale
Yucaipa
Long Beach
65054.00000\8083512.3