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HomeMy WebLinkAboutRDA Res 00-2 2000-05-08 RESOLUTION NUMBER tro-~ RESOLUTION OF lHE REDEVELOPMENT AGENCY OFlHE CITY OF SEAL BEACH AUTHORIZING lHE EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT CREATING lHE SEAL BEACH PUBUC FINANCING AUTHORITY RESOLVED, by the Redevelopment Agency of the City of Seal Beach (the" Agency"), as follows: WHEREAS, the Agency and the City of Seal Beach (the "City"), desire pursuant to I Articles 1 through 4 (commencing with section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, to create a joint exercise of powers authority to exercise powers common to the City and the Agency, to undertake the financing of public capital improvements and related capital requirements for themselves and for other public entities within the State of California; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Formation of Toint Powers Authority. The appropriate officers and staff members of the Agency are authorized to assist in the organization of a joint powers authority between the City and the Agency, to be known as the "Seal Beach Public Financing Authority" (the "Authority"). The Agency hereby authorizes the Executive Director or the Executive Director's designee to execute, and the Secretary to attest, a joint exercise of powers agreement fonning the Authority, in substantially the form on file with the Secretary, together with any changes therein deemed advisable by counsel to the Agency. Section 2. Authority Directors. The Agency acknowledges that the sitting City Council shall act as the Board of Directors of the Authority. Section 3. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary and all other proper officers of the Agency are hereby authorized and directed to take all actions and do all things necessary or desirable hereunder with respect to the formation of the Authority, including but not limited to the execution and delivery of any and all agreements, certificates, instruments and other documents, which they, or any of them, may deem necessary or desirable and not inconsistent with the purposes of this resolution. Section 4. Effect. This Resolution shall take effect immediately. 1 atllt...**.....,.. PASS, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Seal Beach on the 8th day of May, 2000, by e folio . g vote: Boardmember ---IJrJij;jwP~ AYES: NOES: ABSENT: Boardmembe Boardmembers STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I I, Joanne M. Yeo, Secretary of Redevelopment Agency of the City of Seal Beach:"do hereby certify that the foregoing resolution is the original copy of Resolution Nurnber<:!l!2:& on file in th of' of the Secretary, passed, approved, and adopted by the RedeveI~nt Agency of. th ty, of Seal Beach, at a regular meeting thereof held on the - day of , 2000. I I I Resolution Number ~-~ JOINT EXEROSE OF POWERS AGREEMENT by and between the CITY OF SEAL BEACH and the REDEVELOPMENT AGENCY OF THE OTY OF SEAL BEACH Dated May 8, 2000 (SEAL BEACH PUBLIC F1NANCNG AUTHORITY) Resolution Number t'&'-~ JOINT EXERCISE OF POWERS AGREEMENT SEAL BEACH PUBLIC FINANCING AUTHORITY THIS JOINT POWERS AGREEMENT (the" Agreement"), dated May 8, 2000, is by and between the CITY OF SEAL BEACH (the "City") and the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH (the "Agency" and, with the City, the "Members"), each duly organized and existing under the laws of the State of California; WITNESSETH: I WHEREAS, the Members, from time to time, undertake the financing of public capital improvements and related capital requirements for themselves and for other public entities within the State of California, and the Members wish to form a joint powers authority under Articles 1 through 4 (commencing with section 6500) of Chapter 5, Division 7, Title 1 of the California Goveinment Code, for the purpose of establishing a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article shall, for the purpose hereof, have the meanings herein specified. "Act" means Articles 1 through 4 (commencing with section 6500) of Chapter 5, Division 7, Title 1 of the California Government'Code. "Agency" means the Redevelopment Agency of the City of Seal Beach, a public body I corporate and politic, duly organized and existing under the laws of the Slate. "Agreement" means this Joint Exercise of Powers Agreement. "Authority" means the Seal Beach Public Financing Authority established pursuant to Section 2.02 of this Agreement. "Board" means the Board of Directors of the Authority referred to in Section 2.03, which shall be the governing body of the Authority. "Bonds" means bonds of the Authority issued pursuant to the Act. "Directors" means the persons appointed to the Board pursuant to Section 2.03. "Fiscal Year" means the period from and including July 1 to and including the following June 30. "Members" means the City and the Agency. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.01. "State" means the State of California "City" means the City of Seal Beach, a municipal corporation and general law city duly 1 organized and existing under the laws of the State. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.02. ARTICLE n GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members, for the purpose of establishing a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial I I I Resolution Number ~~~ instruments and mechanisms and to undertake the financing of public capital improvements and related capital requirements and the acquisition of real and personal property for I themselves and for other public entities within the State. . Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Seal Beach Public Financing Authority." The Authority shall be a public entitY separate and apart from the Members, and shall administer this Agreement. Section 2.03. Board of Directors. The Authority shall be administered by the Board consisting of five (5) Directors, unless and until such number is changed by amendment of this Agreement. The sitting members of the City Council shall constitute the members of the Board. Section 2.04. Meetings of the Board. (a) Regular Meetings. The Board shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held each year. The date, hour and place of the holding of regular meetings shall be fixed by resolution of the Board and a copy of such resolution shall be filed with each of the Members. (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions 'of section 54956 of the California Government Code. (c) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the applicable provisions of the Ralph M. Brown Act of the California Government Code. Section 2.05. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as sOOI\ as possible after each meeting. cause a copy of the minutes to be forwarded to each Director 'and to the Members. Section 2.06. Voting. Each Director shall have one vote. Section 2.07. Ouorum: Required Votes: Approvals. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors shall be required to take any action by the Board. Section 2.08. Bylaws. The Board may adopt, from time to time, such bylaws, rules and regulations for the conduct of its meetings as are necessary for the purposes hereof. ARTICLE III OFFICERS AND EMPLOYEES Section 3.01. Chair. Vice-Chair. Executive Director and Secretary. The sitting Mayor of the City shall act as the Chair of the Board. The sitting Vice Mayor of the City shall act as the Vice Chair of the Board. The City Manager shall act as the Executive Director of the Authority. The City Clerk shall act as the Secretary of the Board. The Chair, the Vice Chair, and tne Executive Director may sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Board. The Secretary shall Countersign all contracts signed by the Chair or Vice-Chair on behalf of the Authority perform such other duties as may be imposed by the Board and cause an executed copy of this Agreement to be filed with the Secretary of State pursuant to the Act. I Section 3.02. Treasurer. Pursuant to section 6505.6 of the California Government Code, the person performing the function of chief financial officer of the City is hereby designated as the Treasurer of the Authority. The Treasurer shall be the depository, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in sections 6505 and 6505.5 of the California Government Code and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. As provided in section 6505 and section 65056 of the California Government Code, the Treasurer shall make arrangements will a certified public accountant or firm of certified public accountants for the annual audit of accounts and records of the Authority. Section 3.03. Officers in Charge of Records. Funds and Accounts. Pursuant to section 6505.1 of the California Government Code, the Treasurer shall have charge of, handle and have access to all accounts, funds and money of the Authority and all records of the Authority relating thereto; and the Secretary shall have charge of, handle and have access to all other records of the Authority. Resolution Number ~ Section 3.04. Bonding Persons Having Access to Public Capital Improvements. From 'time to time, the Board may designate persons, in addition to the Secretary and the Treasurer, having charge of, handling or having access to any records, funds or accounts or any Facility of the Authority, and the respective amounts of the official bonds of the Secretary and the Treasurer and such other persons pursuant to section 6505.1 of the California Government Code. Section 3.05. Le~aI Advisor. The City attorney shall act as the legal advisor of the Authority, unless and until the Authority appoints other legal counsel. Section 3.06. Other EmpIQyees. The Board shall have the power by resolution to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of this Agreement. All of the privileges and irnmunities from liability exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities o( officers, agents, or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such officers, agents or employees under this Agreement. None' of the officers, agents, or employees directly employed by the Board shall be deemed, by reason of their employment by the Board to be employed by the Members or, by . reason of their employment by the Board, to be subject to any of the requirements of the Members. Section 3.07. Assistant Officers. The Board may by resolution appoint such assistants to act in the place of the Secretary or other officers of the Authority (other than any Director), and may by resolution provide for the appointment of additional officers of the Authority who mayor may not be Directors, as the Board shall from time to time deem appropriate. ARTICLE IV POWERS Section 4.01. General Powers. The Authority shall exercise in the manner herein provided the powers which are common to each of the Members and necessary to the accomplishment of, the purposes of this Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the Authority shall be a public entity separate from the Members. Section 4.02. Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in the Act, including the power to issue Bonds thereunder. Section 4.03. S,pecific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following: (a) to make and enter into contracts; (b) to employ agents or employees; (c) to sue and be sued in its own name; (d) to issue Bonds and otherwise to incur debts, liabilities or obligations, provided that no such Bond, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members; (e) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States of America or of the State; (f) to invest any money in the treasury pursuant to section 6505.5 of the California Government Code which is not required for the immediate necessities of the Authority, as the Authority delennines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to section 53601 of the California Government Code; (g) to carry out and enforce all the provisions of this Agreement; I 1 I I I I Resolution Number ~-oZ, (h) to make loans to the Members, to the extent the Members are authorized by law to borrow moneys; (i) to secure its obligations with deeds of trust on its property; and Gl to exercise any and all other powers as may be provided in the Act or in the Bond Law. Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Act and in the Bond Law, and, except for those powers set forth in the Bond Law, shall be subject (in accordance with section 6509 of the California Government Code) to the restrictions upon the manner of exercising such powers that are imposed upon City in the exercise of similar powers. Section 4.05. Obligations of Authority. The debts, liabilities and obligations of the Authority shan not be the debts, liabilities and obligations of the Members. ARTICLE V METIIODS OF PROCEDURE; CREDIT TO MEMBERS Section 5.01. Assumption of Responsibilities. As soon as practicable after the date of execution of this Agreement, the Directors shall give notice (in the manner required by Section 2.04) of the organizational meeting of the Board. At said meeting the Board shall provide for its regular meetings as required by Section 2.04 and elect a Chair and Vice Chair, and appoint the Secretary. Section 5.02. Delegation of Powers. The Members hereby delegate to the Authority the power and duty to acquire, by lease, lease-purchase, instanment sale agreements, or otherwise, such facilities as may be necessary or convenient for the operation of the Authority. Section 5.03. Credit to the Members. An accounts or funds created and established pursuant to any instrument or agreement to which the Authority is a party, and any interest earned or accrued thereon, shan inure to the benefit of the Members in the respective proportions for which such funds or accounts were created. ARTICLE VI CONTRIBUTION: ACCOUNTS AND REPORTS; FUNDS Section 6.01. Contributions. The Members may in the appropriate circumstance when required hereunder: (a) make contributions from their treasuries for the purposes set forth herein, (b) make payments of public funds to defray the cost fJf such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use its personnel, equipment or property in lieu of other contributions or advances. The provisions of section 6513 of the California Government Code are hereby incorporated into this Agreement by reference. Section 6.02. Accounts and Reports. To the extent not covered by the duties assigned to a trustee or fiscal agent chosen by the Authority, the Treasurer shan establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement entered into with respect to the proceeds of any Bonds issued by the Authority. The books and records of the Authority in the hands of a trustee or 'the Treasurer shall be open to inspection at all reasonable times by representatives of the Members. The Treasurer, within 180 days after the close of each Fiscal Year, shall give a complete written report of all financial activities for such Fiscal Year to the Members to the extent such activities are not covered by the report of such trustee, The trustee appointed under any indenture or trust agreement shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust agreement. Said trustee may'be given such duties in said indenture or trust agreement as may be desirable to carry out this Agreement. Section 6.03. Funds. Subject to the applicable provisions of a"y instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shan receive, have custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, and shan make the cIisburSements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. Resolution Number OIJ- ~ ARTICLE VII TERM Section 7.01. Term. This Agreement shall become effective, and the Authority shall come into existence, on the date of execution hereof by the Members, and this Agreement and the Authority shall thereafter continue in full force and effect so long as any Bonds remain outstanding. Section 7.02. Disposition of Assets. Upon termination of this Agreement, all property of I the Authority, both real and personal, shall be divided among the parties hereto in such manner as shall be agreed upon by the parties. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Allention: City Manager Redevelopment Agency of the City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Allention: Executive Director Section 8.02. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement. Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall lot be unreasonably withheld. I Section 8.04. Law Governing. This Agreement is made in the State under the constitution and laws of the State, and is to be so construed. Section 8.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of bonds issued by the Authority or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by both of the parties to this Agreement either as required in order to carry out any of the provisions' or this Agreement or for any other purpose, including without limitation addition of new parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement. Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. Section 8.07. Severability. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members, respectively. No Member may assign any right or I obligation hereunder without the written consent of all of the other Members. Section 8.09. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. I I I Resolution Number ~~~ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and att~sted by their proper officers thereunto duly authorized and their official seals to be hereto affixed, on the day and year set opposite the name of each of the parties. CITY OF SEAL BEACH By Mayor ATTEST: City Clerk REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH By Executh'e Director ATTEST: Secretary ., Resolution Number ~~ IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals to be hereto affixed. on the day and year set opposite the name of each of the parties. CITY OF SEAL BEACH I B~ y a r ProTem REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH tLu" ~~p . Executive .k.ctor By A(1 ~~J?!Ie t- v secretary 1 1 . .