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HomeMy WebLinkAboutResolution No. 673RESOLUTION NO. 673 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AUTHORIZING FORMATION OF A JOINT POWERS AUTHORITY WITH THE CITY OF AZUSA AND AUTHORIZING AND DIRECTING THE APPOINTMENT OF UNDERWRITER AND BOND COUNSEL FOR PURPOSES OF CERTAIN FINANCINGS PROPOSED TO BE UNDERTAKEN BY THE JOINT POWERS AUTHORITY. WHEREAS, the City of Azusa (the "City") is considering proceedings for the acquisition, construction and equipping of certain property to be used for municipal purposes of the City and proceedings for the refinancing of certain outstanding indebtedness or Certificates of Participation of the City. In connection with such proceedings, the Redevelopment Agency of the City of Azusa (the "Agency") and the City propose to form a joint powers authority (the "Authority") pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California in order that such Authority may, in connection with such proceedings, exercise the powers authorized under the Marks -Roos Local Bond Pooling Act of 1985 (Government Code 6584, et seg) and, in addition, exercise such powers of cooperation with future proceedings of such nature undertaken by the Agency or the City; WHEREAS, Chilton & O'Connor, Inc., as underwriter (the "Underwriter") and Burke, Williams, Sorensen & Gaar, as bond counsel (the "Bond Counsel") have both presented to the Board of Directors of the Agency (the "Board"), forms of agreements for the purposes of providing underwriting services and legal services, respectively, in connection with the financial proceedings proposed to be undertaken by such Authority, and the Board, with the aid of its staff, has reviewed each of such agreements and the execution of such agreements is in the public interest of the City, the Agency and such Joint Powers Authority: NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Redevelopment Agency of the City of Azusa as follows: Section 1. Formation of Joint Powers Authority. The Board hereby authorizes the officers and staff members of the Agency to assist in the organization of a joint powers authority between the City and the Agency, to be known as the Azusa Public Financing Authority (the "Authority"). The Board hereby approves and authorizes the Board Chairman to execute and the Board Secretary to attest the Joint Powers Agreement forming said joint powers authority, in substantially the form on file with the Secretary together with any changes therein deemed advisable by the attorney to the Agency. Section 2. Official Actions. The Director, Executive Director and Secretary of the Agency, and any other 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 said joint powers 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 3. Appointment of Underwriter and Bond Counsel. The appointment of Chilton & O'Connor, Inc., as Underwriter and Burke, Williams, Sorensen & Gaar, as Bond Counsel for purposes of the financings proposed to be undertaken by the Authority is hereby approved, and the Executive Director, or the Interim Executive Director, is hereby authorized and directed to execute, on behalf of the Agency and such Authority, the respective agreements of 0 0 Underwriter and Bond Counsel, substantially in the forms presented to the Board at this meeting. Section 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED, APPROVED AND ADOPTED this 2nd day of January , 1930 THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA WMhairman ATTEST: ecretary I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Board of Directors of the Redevelopment Agency of the City of Azusa at a regular meeting thereof, held on the 2ndday of January 19'9Cj by the following vote of the Board: AYES: DIRECTORS AVMA, 9ITV ICH, NARANJO, LAWA, MOSES NOES: DIRECTORS NONE ABSENT: DIRECTORS NONE Secretary -2- 0 0 JOINT EXERCISE OF POWERS AGREEMENT AZUSA PUBLIC FINANCING AUTHORITY THIS AGREEMENT is by and between the City of Azusa, a general law city (the "City") and the Redevelopment Agency of the City of Azusa, a public body, corporate and politic (the "Agency"), each duly organized and existing under the laws of the State of California; WITNESSETH WHEREAS, the City and the Agency are public agencies organized and operating under the laws of the State of California; and WHEREAS, the City and the Agency are each authorized to own, lease, purchase, receive and hold property necessary or convenient for their governmental operations; and WHEREAS, the acquisition of property, and the financing of such acquisition, by the City and the Agency acting separately may result in duplication of effort, inefficiencies in administration, and excessive cost in the acquisition and financing of such property, all of which, in the judgment of the City and the Agency, could be eliminated if the financing of the acquisition of property were capable of being performed through a single public agency, and such is the purpose of this Agreement; and WHEREAS, the Marks -Roos Local Bond Pooling Act of 1985 (hereinafter defined as the "Bond Law") authorizes agencies formed under the Joint Exercise of Powers Law (hereinafter defined as the "Act") to own public capital improvements to be conveyed to any of its members, and to participate in financing arrangements for the purpose of acquiring any such public capital improvements; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the City and the Agency do hereby agree as follows: ARTICLE I DEFINITIONS Section I.I. 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 Government Code of the State of California. 0 0 "Agreement" means this Agreement. "Authority" means the Azusa Public Financing Authority established pursuant to this Agreement. "Bond Law" means the Marks -Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584), as now or hereafter amended, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance the acquisition of Obligations and/or Public Capital Improvements. "Bond Purchase Agreement" means an agreement between the Authority and the City or the Agency, pursuant to which the Authority agrees to purchase Obligations from the City or the Agency, as the case may be. "Board" means the Board of Directors referred to in Section 2.4, which shall be the governing body of the Authority. "Bonds" means bonds of the Authority issued pursuant to Section 6590 or 6591 of the Bond Law. "Directors" means the representatives of the City and the Agency appointed to the Board pursuant to Section 2.3. "Executive Director" means the Executive Director of the Authority appointed pursuant to Section 3.1. "Fiscal Year" means the period from July 1st to and including the following June 30th. "Obligations" has the meaning given to the term 'Bonds" in Section 6585(c) of the Bond Law. "Public Capital Improvement" has the meaning given to such term in Section 6585(8) of the Act, as in effect on the date hereof, and as hereinafter amended. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.1. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.2. ARTICLE B GENERAL PROVISIONS Section 2.1. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the City and the Agency. The purpose of this Agreement is to provide for the financing of Public Capital -2- Improvements for the City and the Agency through the acquisition by the Authority of such Public Capital Improvements and/or the purchase by the Authority of Obligations of the City and the Agency pursuant to Bond Purchase Agreements. Section 2.2. Creation of the Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Azusa Public Financing Authority". The Authority shall be a public entity separate and apart from the City and the Agency, and shall administer this Agreement. Section 2.3. Board. The Authority shall be administered by a Board of five (5) Directors, unless and until changed by amendments of this Agreement. The members of the City Council of the City and the members of the governing body of the Agency ex officio shall constitute the initial Directors of the Authority, and thereafter vacancies shall be filled and new Directors shall be appointed by majority vote of the Board in accordance with the Bylaws of the Authority. The Board shall be called the "Board of the Azusa Public Financing Agency". All voting power of the Authority shall reside in the Board. Section 2.4. 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, hours 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 City and the Agency. (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. (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 provisions of Sections 54950 et seq. of the Government Code of the State of California. Section 2.5. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after approval, cause a copy of the minutes to be forwarded to each Director and to the City and the Agency. Section 2.6. Voting. Each Director shall have one vote. Section 2.7. Quorum; 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 present at any meeting at which a quorum is present shall be required to take any action by the Board. -3- 0 0 Section 2.8. 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 3.1. Chairman, Vice -Chairman and Secretary. The Board shall select a Chairman and Vice -Chairman from among the Directors, and shall appoint a Secretary and Executive Director who may, but need not, be a Director. The officers shall perform the duties normal to said offices. The Chairman shall sign all contracts on behalf of the Authority, except as otherwise authorized by resolution of the Authority, and shall perform such other duties as may be imposed by the Board. The Vice -Chairman shall act, sign contracts and perform all of the chairman's duties in the absence of the Chairman. The Executive Director, if authorized by resolution of the Authority, may sign contracts on behalf of the Authority. The Secretary shall countersign all contracts signed by the Chairman, Vice -Chairman or Executive Director, on behalf of the Authority, perform such other duties as may be imposed by the Board and cause a copy of this Agreement to be filed with the Secretary of State pursuant to the Act. Section 3.2. Treasurer. Pursuant to Section 6505.6 of the Act, the Treasurer of the City of Azusa is hereby designated as the Treasurer of the Authority. The Treasurer shall be the depositary, 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 Act 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 6505.6 of the Act, the Treasurer or his designee shall make arrangements with a certified public accountant or a firm of certified public accountants for the annual audit of accounts and records of the Authority. Section 3.3. Officers in Charge of Records, Funds and Accounts. Pursuant to Section 6505.1 of the Act, the Treasurer or his designee 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. Section 3.4. 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 char;e of, handling or having access to any records, funds or accounts or any Public Capital Improvement 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 Act. Section 3.5. Legal Advisor. The Board shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Board. Such legal advisor may be the City Attorney of the City. -4- 0 0 Section 3.6. Other Employees. The Board shall have the power 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 immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties 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 City or the Agency or, by reason of their employment by the Board, to be subject to any of the requirements of the City or the Agency. Section 3.7. Assistant Officers. The Board may appoint such assistants to act in the place of the Executive Director, Secretary or other officers of the Authority (other than any Director) as the Board shall from time to time deem appropriate. ARTICLE IV POWERS Section 4.1. General Powers. The Authority shall exercise in the manner herein provided the powers of each of the City and the Agency as necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.4. As provided in the Act, the Authority shall be a public entity separate from the City and the Agency. The Authority shall have the power to acquire and to finance the acquisition of Public Capital Improvements necessary or convenient for the operation of the City or the Agency. Section 4.2. Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in Article 4 of the Act (commencing with Section 6584), including the power to issue Bonds under the Bond Law. Section 4.3. Specific 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 acquire, construct, rehabilitate, remodel, install, manage, maintain or operate any Public Capital Improvement, including the -5- 0 0 common power of the City and the Agency to acquire any Public Capital Improvement by the power of eminent domain; (d) to lease real and personal property as lessor and as lessee; (e) to sue and be sued in its own name; (f) to issue Bonds and otherwise to incur debts, notes, liabilities, obligations, or other evidences of indebtedness, provided that no such Bond, debt, liability or obligation shall constitute a debt, note, liability, obligation, or other evidence of indebtedness of any of the City and the Agency; (g) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States of America or of the State of California; (h) to invest any money in the treasury pursuant to Section 6505.5 of the Act that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the Government Code of the State of California; (i) to apply for letters of credit in order to secure the repayment of Bonds and enter into agreements in connection therewith; (j) to carry out and enforce all the provisions of this Agreement; (k) to make and enter into Bond Purchase Agreements; and (1) to exercise any and all other powers as may be provided in the Bond Law. Section 4.4. 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 Act) to the restrictions upon the manner of exercising such powers that are imposed upon the City of Azusa in the exercise of similar powers. Section 4.5. Obligations of Authority. The debts, notes, liabilities, obligations, and evidences of indebtedness of the Authority shall not be the debts, notes, liabilities, obligations and evidences of indebtedness of any of the City and the Agency. -6- 0 0 ARTICLE V METHODS OF PROCEDURE; CREDIT TO MEMBERS Section 5.1. Assumption of Responsibilities By the Authority. As soon as practicable after the date of execution of this Agreement, the Directors shall give notice (in the manner required by Section 2.4) of the organizational meeting of the Board. At said meeting the Board shall provide for its regular meetings as required by Section 2.4 and elect a Chairman and Vice -Chairman, and appoint the Secretary. Section 5.2. Delegation of Powers. The City and the Agency hereby delegate to the Authority the power and duty to acquire, by lease, lease - purchase, installment sale agreements, or otherwise, such Public Capital Improvements as may be necessary or convenient for the operation of any of the City or the Agency. Section 5.3. Credit to City and the Agency. All 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, shall inure to the benefit of the City and the Agency in the respective proportions for which such funds or accounts were created. ARTICLE VI CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS Section 6.1. Contributions. The City and the Agency 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 of 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 Government Code 6513 are hereby incorporated into this Agreement. Section 6.2. Accounts and Reports. To the extent not covered by the duties assigned to a trustee chosen by the Authority, the Treasurer shall 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 City and the Agency. The Treasurer within 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 City and the Agency to the extent such activities are not covered by the report of such trustee. The trustee appointed under any trust agreement shall establish suitable funds, furnish reports and provide suitable accounting procedures to carry out the provisions of said agreement. Said trustee may be given such duties in said trust agreement as may be desirable to carry out this Agreement. -7- 0 0 Section 6.3. Funds. Subject to the applicable provisions of any 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 shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, shall make the disbursements required by this Agreement or to carry out any of the provisions or the purposes of this Agreement. Section 6.4. Annual Budget and Administrative Expenses. The Board shall adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the Authority, annually, prior to July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated by the Authority to the parties hereto equally. ARTICLE VII TERM Section 7.1. Term. This Agreement shall become effective as of the date hereof and shall continue in full force and effect so long as any Bonds remain outstanding or so long as the Authority shall own any interest in Public Capital Improvements. Section 7.2. Disposition of Assets. Upon termination of this Agreement, all property of 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 8.1. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: City of Azusa 213 East Foothill Boulevard Azusa, California 91702-1395 Attention: City Administrator Azusa Redevelopment Agency 213 East Foothill Boulevard Azusa, California 91702-1395 Attention: Executive Director Section 8.2. 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. 0 0 Section 8.3. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. Section 8.4. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 8.5. 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 certificates of participation in payments to be made by the Authority or the City or the Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all of the parties to this Agreement either as required in order to carry out any of the provisions of 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 8.6. 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 8.7. 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 of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 8.8. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the City or the Agency, respectively. Neither the City nor the Agency may assign any right or obligation hereunder without the written consent of the other. 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 AZUSA DATED: 1/2/90 Mayo/ ATT T: City Cl r (SEAL) -9- C DATED: 1/2/90 ATTEST: Secretary (SEAL) • REDEVELOPMENT AGENCY OF THE CITY OF AZUSA -10-