BOS-HAMC IGA - 12-06-2019 FINAL.DOCX

INTERGOVERNMENTAL AGREEMENT
Board of Supervisors’ Resolution C-06-20-272-M-00
HAMC Resolution No. 19-025 and C-06-20-282-3-00
DATE: December 11, 2019
PARTIES: MARICOPA COUNTY, ARIZONA, a political subdivision of the State of
Arizona (“County”) and
HOUSING AUTHORITY OF MARICOPA COUNTY, a tax-levying public
improvement district of the State of Arizona (“Housing Authority”)
1. RECITALS
1.1 Arizona Revised Statutes (A.R.S.) section 11-952 authorizes public agencies to
enter into intergovernmental agreements with other public agencies.
1.2 The County desires to delegate to the Housing Authority and the Housing Authority
desires to undertake the County’s powers and responsibilities to provide affordable housing under
A.R.S. § 36-1404.
1.3 The purpose of this Intergovernmental Agreement (“Agreement”) is to establish
the terms of conveyance of certain of the County’s assets and the delegation of the County’s
powers and responsibilities to provide affordable housing to the Housing Authority.
1.4 This Agreement supersedes intergovernmental agreements applicable to the
Housing Authority, including an Intergovernmental Agreement executed on April 2, 2004
(“Formation IGA”), and amended twice thereafter (Amendment 1 on October 20, 2006, and
Amendment 2 on March 26, 2008), and an Intergovernmental Agreement between the County and
Housing Authority executed on January 13, 2011 (“Transition IGA”), and amended once thereafter
(Amendment 1 fully executed on February 1, 2018), provided that all prior real property, personal
property, and intangible property transferred from Maricopa County to the Housing Authority shall
remain in full force and effect, and further provided that all agreements, obligations, or programs
of the Housing Authority not inconsistent with County Resolution C-06-20-272-M-00, adopted
December 11, 2019, Housing Authority Resolution No. 19-025, and C-06-20-282-3-00, adopted
December 11, 2019, and this Agreement shall remain in full force and effect.
THEREFORE, in consideration of the mutual agreements expressed herein, it is agreed as
follows:
2. DELEGATION OF AUTHORITY
2.1 Delegation. The County shall delegate its powers under A.R.S. § 36-1404 to the
Housing Authority:
2.1.1 to acquire, own, maintain, and dispose of real property, including land and
improvements thereon, furniture, fixtures, and equipment appurtenant to or used in connection
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with the land, and every estate, interest, and right, legal or equitable, therein, including terms for
years and liens by way of judgment, mortgage, or otherwise, and the indebtedness secured by such
liens (collectively, the “Property”). The Property shall include such assets currently owned and
operated by the Housing Authority and such other real and personal property as the Housing
Authority may acquire from time to time;
2.1.2 to construct, maintain, operate, and manage housing projects;
2.1.3 to borrow money;
2.1.4 to issue bonds (as that term is defined in A.R.S. § 36-1401, as may be
amended from time to time) and pursuant to section 3.1.5 of this Agreement and acquire real
property through eminent domain only on and pursuant to specific, formal case-by-case project
pre-approval from the County Board of Supervisors pursuant to section 3.1.6 of this Agreement;
2.1.5 to create nonprofit corporations to apply for and obtain low income tax credits
as permitted by A.R.S § 36-1403(C);
2.1.6 to authorize the nonprofit corporation created pursuant to section 2.1.5 of this
Agreement to exercise the powers prescribed in Article 1, Chapter 12 of Title 36 of the Arizona
Revised Statutes; and
2.1.7 to establish single purpose entities, take any and all actions necessary, and to
execute any and all documents as required or as reasonably necessary to the other project partners,
including applying for and receiving grants, loans, or other funding and using Housing Authority
financial resources (e.g., capital funds or reserves).
3. COUNTY POWERS AND RESPONSIBILITIES
3.1 The County shall have the following powers and responsibilities:
3.1.1 Board of Commissioners.
3.1.1.1 Appointment. The Housing Authority shall be governed by a board
(“Board of Commissioners”). The Housing Authority Board of Commissioners shall be
comprised of at least six (6) members, but no more than seven (7). Each member of the County
Board of Supervisors shall appoint one (1) member (“Supervisor-appointed Commissioners”).
Additionally, the Housing Authority Board of Commissioners shall appoint at least one (1) but not
more than two (2) eligible resident commission members (“Resident Commissioners”). Each
Supervisor-appointed Commissioner must be formally appointed to the Housing Authority Board
of Commissioners by the County Board of Supervisors. The initial Supervisor-appointed
Commissioners shall have staggered terms of one, two, and three years from the date of their
appointments. Thereafter, the Supervisor-appointed Commissioners shall be appointed for terms
of four (4) years. A Supervisor-appointed Commissioner shall not hold any other office or
employment with Maricopa County. Resident Commissioners shall meet any and all eligibility
requirements imposed by law. Both Supervisor-appointed Commissioners and Resident
Commissioners may be reappointed.
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3.1.1.2 Compensation. A Commissioner shall not be compensated for
services rendered as a Commissioner, but he or she may be reimbursed by the Housing Authority
for necessary expenses, including travel, incurred in the discharge of the Commissioner’s duties.
3.1.1.3 Vacancies. A vacancy on the Housing Authority Board of
Commissioners of a Supervisor-appointed Commissioner shall be filled with a replacement by the
supervisor of the district that initially made the appointment. A vacancy of a Resident
Commissioner shall be filled by the Housing Authority Board of Commissioners. Each vacancy
shall be filled for the unexpired term of the vacancy being filled.
3.1.1.4 Removal. Supervisor-appointed Commissioners may be removed
upon a majority vote of the County Board of Supervisors. Resident Commissioners may be
removed upon a majority vote of the Board of Commissioners.
3.1.2 Certificate of Appointment. A certificate of appointment or reappointment
of a Commissioner shall be filed with the Clerk of the County Board of Supervisors as conclusive
evidence of the due and proper appointment of the Commissioner.
3.1.3 Chairman/Vice-Chairman. The County Board of Supervisors shall
designate which of the Supervisor-appointed Commissioners shall be the initial and subsequent
Chairman and Vice-Chairman, respectively. The initial and subsequent Chairman and Vice-
Chairman may serve two (2) consecutive terms in those positions. The term of a Commissioner’s
service as either (initial and subsequent) Chairman or (initial and subsequent) Vice-Chairman shall
be one year.
3.1.4 Audits. At its discretion, the County may perform annual audits of the
accounts and financial records of the Housing Authority in addition to the audits required to be
conducted by the Housing Authority.
3.1.5 Bonds. The Housing Authority may issue, sell, advertise, or redeem bonds
of any kind or take any other action pursuant to A.R.S. §§ 36-1410 through 36-1415 only after
first obtaining the written approval by resolution of the County Board of Supervisors.
3.1.6 Eminent Domain. Any acquisition of real property by the Housing
Authority through eminent domain shall be subject to specific, formal case-by-case project written
pre-approval by resolution from the County Board of Supervisors.
4. HOUSING AUTHORITY POWERS AND RESPONSIBILITIES
4.1 Mission. The Housing Authority shall adopt and comply with the following
mission statement:
The mission of the Housing Authority is to improve the quality of life of families
and strengthen communities by developing and sustaining affordable housing
programs and to become a leading housing authority by exemplifying best
practices, offering innovative affordable housing programs, and expanding
accessibility throughout Maricopa County.
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4.2 Powers.
4.2.1 Delegated Powers. The Housing Authority shall have the powers delegated
under section 2.1 of this Agreement (“Delegated Powers”).
4.2.2 Additional Powers. The Housing Authority shall have such additional
powers that are set forth in A.R.S. § 36-1401 et seq. and are consistent with the Delegated Powers,
provided that all such powers are expressly limited by the terms and conditions of this Agreement.
4.3 Administration.
4.3.1 Executive Director/Secretary. The Housing Authority Board of
Commissioners shall appoint a person to serve as the Executive Director and Secretary of the
Housing Authority. When a person is selected as a replacement Executive Director/Secretary, the
Board of Commissioners shall make that selection. The Board of Commissioners shall approve in
writing the employment contracts of the Executive Director/Secretary and each replacement
Executive Director/Secretary. No Commissioner may serve as the Executive Director/Secretary,
except on a temporary basis. The Executive Director shall have general supervision over the
administration of the Housing Authority’s business and affairs and shall be charged with the
management of the housing projects and recreational facilities of the Housing Authority.
Notwithstanding the foregoing, any Housing Authority Board of Commissioner selected to serve
as a temporary Executive Director/Secretary appointee shall serve without compensation (other
than payment of necessary expenses).
4.3.2 Staff. Aside from the Executive Director/Secretary, who is addressed in
section 4.3.1 of this Agreement, the Housing Authority shall employ technical experts and other
officers, attorneys, agents, independent contractors, and employees as the Housing Authority
requires; determine their qualifications, duties and, compensation; and delegate to them the powers
or duties as the Housing Authority deems proper and allowable by law.
4.3.3 Conflicts of Interest. An officer of the County or Housing Authority,
including members of the County Board of Supervisors and the Housing Authority Board of
Commissioners, shall not acquire any direct or indirect interest in a planned or existing housing
project or recreational facility of the Housing Authority or have any direct or indirect interest in
any contract or planned contract for materials or services to be furnished or used in connection
with a project or facility of the Housing Authority.
4.4 Other Obligations. The Housing Authority:
4.4.1 Shall provide affordable housing to low-income residents of Maricopa
County as required by federal Housing and Urban Development rules and regulations. The
Housing Authority shall fix the rentals for dwellings in its housing projects at no higher rates than
it finds necessary to produce revenue that, together with any grants or subsidies from the federal
government or other sources, will be sufficient:
4.4.1.1 to pay, as they become due, principal and interest on bonds and other
borrowings;
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4.4.1.2 to meet the cost of maintaining and operating the projects and
providing related support services for tenants, including insurance and administrative expenses
incurred by the Housing Authority in connection with maintaining and operating such projects and
services; and
4.4.1.3 to create, during not less than the six (6) years immediately
succeeding the issuance of any bonds, a reserve sufficient to meet the largest principal and interest
payments that will be due on the bonds in any one year thereafter and to maintain the reserve.
4.4.2 Shall procure and maintain errors and omissions, public liability, property
damage, workmen’s compensation, group health, life, and disability insurance;
4.4.3 May acquire real property and construct, maintain, operate, and manage
housing projects; and
4.4.4 May obtain tax credits, bonds, financing, public/private grants, loans, and
other resources as the Board of Commissioners deems necessary or beneficial to carrying out the
Housing Authority’s mission.
4.5 Purchases from the County. The Housing Authority by contract/agreement may
purchase supplies and services from the County at the same rates charged to County departments.
4.6 County facilities. Housing Authority facilities shall receive all the rights and benefits
provided to County-owned facilities for development purposes and zoning.
4.7 Assumption of Liabilities. The Housing Authority shall assume the County’s
obligations to pay any indebtedness secured by real or personal property conveyed to it by the
County.
4.8 Personnel. The Housing Authority shall have the authority to adopt or implement
its own system of rules and procedures, personnel policies, payroll system, health benefit plan
(medical, dental, pharmacy, vision, mental health, and substance abuse), fringe benefit plan (life
insurance coverage and flexible child care spending accounts), and salary structure and job
classification system provided such adoption or implementation will not eliminate a current
employee’s ability to participate in the Arizona State Retirement System (ASRS), according to the
rules established by ASRS. The Housing Authority shall not be permitted to utilize the County’s
health benefit plan. The Housing Authority shall have the ability to participate in the County’s
IRC section 457 deferred compensation plan or adopt its own.
5. MISCELLANEOUS PROVISIONS
5.1 Exculpatory Language. The Housing Authority shall include the following
exculpatory language in all of its contracts, agreements, assignments, and leases:
acknowledges that this Agreement imposes no contractual
obligations upon Maricopa County; in the event of a default under this Agreement,
of any kind or nature whatsoever, ___ shall look solely to the Housing
Authority for remedy or relief; and neither Maricopa County nor any Supervisor,
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elected official, officer, agent, or employee of Maricopa County shall be liable to
, or any successor in interest to in any way.
5.2 Term. This Agreement shall become effective upon filing with the Maricopa
County Recorder and shall (except as provided in section 5.3 below) automatically renew for
repeated one-year terms unless the County provides notice to the Housing Authority of an intent
to non-renew. In the event the County gives the Housing Authority notice of the intent to non-
renew, this Agreement shall terminate upon the expiration of the then current term.
5.3 Dissolution. Notwithstanding section 5.2 of this Agreement, at any time, the
Housing Authority may be dissolved and this Agreement terminated at the sole and absolute
discretion of the County upon written notice to the Housing Authority.
5.4 Assets Upon Dissolution. Upon dissolution of the Housing Authority, all assets of
the Housing Authority (after paying for all expenses of the Housing Authority) shall be transferred
to the County.
5.5 Conflict of Interest. This Agreement may be canceled in accordance with A.R.S.
§ 38-511.
5.6 Notice. All notices, demands or other communications to a party relating to this
Agreement shall be in writing and shall be considered to have been duly given if: (i) delivered to
the part at the address set forth below; (ii) deposited in the U.S. Mail, registered or certified, return
receipt requested, to the address set forth below; (iii) given by a recognized and reputable overnight
delivery service, to the address set forth below; or (iv) delivered by e-mail to the address set forth
below:
County: Joy Rich
County Manager, Maricopa County
301 West Jefferson, 10th Floor
Phoenix, Arizona 85003
E-mail: joy.rich@maricopa.gov
With a copy to: Maricopa County Attorney’s Office
c/o Emily Craiger
222 North Central Avenue, Suite 1100
Phoenix, Arizona 85004
E-mail: craigere@mcao.maricopa.gov
Housing Authority: Gloria Munoz
Executive Director
Housing Authority of Maricopa County
8910 North 78th Avenue, Building D
Peoria, Arizona 85345
E-mail: g.munoz@mariocpahousing.gov
With a copy to: John Lewis
Finance Director, Maricopa County
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301 West Jefferson Street, Suite 960
Phoenix, Arizona 85003
E-mail: john.lewis@maricopa.gov
or such other address, and to the attention of such other person or officer, as a party may designate
in writing by notice given in accordance with this subsection. Notices shall be deemed received
(i) when delivered to a party; (ii) three business days after being placed in the U.S. Mail, properly
addressed, with sufficient postage; (iii) the following business day after being given to a
recognized overnight delivery service, with the person giving the notice paying all required
charges and instructing the delivery service to deliver on the following business day, or (iv) when
received by e-mail during the normal business hours of the recipient (before 5:00 p.m. Arizona
time) or, if received outside the recipient’s normal business hours, the following business day of
the recipient. If a copy of the notice, demand, or other communication also is given to a party’s
counsel or other recipient, the above provisions governing the date on which the notice, demand,
or other communication is received shall mean and refer to the date on which the party, and not its
counsel or other recipient to which a copy of the notice, demand, or other communication may be
sent, is deemed to have received the notice.
5.7 Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof. This Agreement may not be
amended or modified, except in writing executed by the County and the Housing Authority.
5.8 Additional Acts and Documents. Each party agrees to do all such things and take
all such actions, and to make, execute, and deliver such other documents and instruments, as shall
be reasonably requested to carry out the provisions, intent, and purpose of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day,
month, and year stated above.
[CONTINUED ON THE FOLLOWING PAGE]
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MARICOPA COUNTY: HOUSING AUTHORITY OF
MARICOPA COUNTY:
Maricopa County Board of
Supervisors
By: By:
Name: Name:
Title: Chairman, Board of Supervisors Title: Chairman, Board of
Commissioners
Date: _________________________ Date: _________________________
ATTEST: ATTEST:
______________________________
Clerk of the Board of Supervisors Clerk of the Board of Commissioners
Date: _________________________ Date: _________________________
APPROVED AS TO FORM:
This Intergovernmental Agreement
has been reviewed pursuant to A.R.S.
§ 11-952, as amended, by the
undersigned Deputy County
Attorney, who has determined that it
is in proper form and within the
powers and authority of Maricopa
County and the Housing Authority
under the laws of the State of
Arizona.
Maricopa County Attorney
By:
Name: ________________________
Date: _________________________
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