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HomeMy WebLinkAboutContracts & Agreements_35-1999 JOINT EXERCISE OF POWERS AGREEMENT by and between the CITY OF REDLANDS and the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS creating the REDLANDS FINANCING AUTHORITY Dated as of May 1, 1999 DOCSLAI 2911391 JOINT EXERCISE OF POWERS AGREEMENT THIS AGREEMENT, dated as of May 1, 1999 (this "Agreement"), by and between the CITY OF REDLANDS, a municipal corporation duly organized and existing under the laws of the State of California(the "City"), and the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency"), WITNESSETH. WHEREAS, Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act") authorize the City and the Agency to create a point exercise of powers entity (the "Redlands Financing Authority" or the "Authority") which has the power to jointly exercise any powers common to the City and the Agency and to exercise the powers granted to it under the Act, WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs, WHEREAS, the City is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California, WHEREAS, the Agency is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for any of its corporate purposes pursuant to the provisions of the Community Redevelopment Law of the State of California, WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Marks-Roos Local Bond Pooling Act of 1985") authorizes DOCSLA1 2911391 and empowers the Authority to issue bonds and to purchase bonds issued, or to make loans to, the Agency or the City for financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Agency or the City, as the case may be, WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so issued or purchased to public or private purchasers at public or negotiated sale, and WHEREAS, by this Agreement, the City and the Agency desire to create and establish the Redlands Financing Authority for the purposes set forth herein and to exercise the powers described herein, NOW, THEREFORE, the City and the Agency, for and in consideration of the mutual promises and agreements herein contained, do agree as follows SECTION 1 DEFINITIONS Unless the context otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified Act The term "Act" shall mean Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985, as amended ARencv The term "Agency" shall mean the Redevelopment Agency of the City of Redlands, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California DOCSLAI 2911391 -2- Authonty The term "Authority" shall mean the Redlands Financing Authority created by this Agreement Board The term `Board" shall mean the governing board of the Authority Bond Purchase Agreement The term "Bond Purchase Agreement" shall mean an agreement of the Authority to purchase bonds or any other evidence of indebtedness of the Agency or the City solely from funds received from the Authority's simultaneous sale of such bonds or any other evidence of indebtedness to the purchaser or purchasers named therein, on the terms and conditions set forth therein Bonds The term "Bonds" shall mean bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act CLt-Y The term "City" shall mean the municipal corporation known as the City of Redlands, a general law city duly organized and existing under and by virtue of the laws of the State of California. Law The term "Law" means the Community Redevelopment Law of the State of California (being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) and Article I I of Chapter 3 of Part I of Division 2 of Title 5 of the Government Code of the State of California, and all laws amendatory thereof or supplemental thereto ©OCSLAI 2911391 -3- member of the Board shall terminate when such member of the Board shall cease to be the Mayor or a member of the City Council, and the successor to the Mayor or such member of the City Council shall thereupon become a member of the Board Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose C MeetmRs of Board (1) Rel7ular Meetings The Board shall hold at least one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent intervals The date upon which, and the hour and place at which, each such regular meeting shall be held shall be fixed by resolution of the Board (2) Le]?al Notice All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961)) or any successor legislation hereinafter enacted (3) Minutes The secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency (4) Ouorum A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time DOCSLAI 2911391 -5- D Officers, Duties. Bonds (1) The Officers of the Authority shall be the Chair, Vice-Chair, Executive Director, Secretary, Treasurer and Controller With the exception of the Treasurer and Controller, the officers of the Authority shall be the persons serving in those offices of the City specified in the By-Laws of the Authority adopted by the Board and shall have the powers vested in them pursuant to such By-Laws and such other powers as may be granted by the Board from time to time by resolution (2) The Treasurer of the City is hereby designated as Treasurer of the Authority Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505 5 of the Act (3) The Treasurer of the City is hereby designated as Controller of the Authority, and, as such, shall have the powers, duties and responsibilities specified in Section 6505 5 of the Act The Controller shall draw checks to pay demands against the Authority when such demands have been approved by the Authority (4) The City shall determine the charges to be made against the Authority for the services of the Treasurer and Controller (5) The Treasurer and Controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authonty, and each such officer shall file an official bond in the amount of$25,000 as required by Section 6505 1 of the Act, provided, that such bond shall not be required if the Authority does DOCSLAI 2911391 -6- not possess or own property or funds with an aggregate value of greater than $500 00 (excluding amounts held by a trustee or other fiduciary in connection with any Bonds) (b) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants SECTION 5 POWERS The Authority shall have such powers as may be exercised under the Act in order to assist the City and the Agency in financing capital improvements, working capital, liability and other insurance needs or projects wherever the City or the Agency, as the case may be, shall determine that there are significant public benefits to be derived from such assistance The Authority shall have the power to purchase, with the amounts received or to be received by it pursuant to a Bond Purchase Agreement, bonds issued by the Agency under the Law or bonds or other evidences of indebtedness issued by the City at public or negotiated sale, for the purposes set forth in Section 2 hereof, all in accordance with the Act Any such bonds or other evidences of indebtedness so purchased may be held by the Authority or sold to public or private purchasers at public or negotiated sale, in whole or in part The Authority shall set any other terms and conditions on any purchase or sale of bonds or other evidences of indebtedness contemplated herein as it deems to be necessary, appropriate and in the public interest, in furtherance of the Act The Authority shall have the power, in its own name, to by, sell or lease property and to issue, sell and deliver Bonds for any purpose authorized under the Act. The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following DOCSLAI 2911391 -7- to make and enter into contracts, to employ agents and employees, and to sue and be sued 1n its own name Except as otherwise provided herein, such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City in the exercise of similar powers, as provided in Section 6509 of the Act Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Act or under applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof SECTION 6. TERMINATION OF POWERS Subject to the provisions of Section 16, the Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the City and the Agency shall have mutually rescinded thus Agreement SECTION 7 FISCAL YEAR Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to June 30, 1999 SECTION S DISPOSITION OF ASSETS At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the respective grantors and assignors thereof DOCS LA 1 2911391 -8- SECTION 9. CONTRIBUTIONS AND ADVANCES Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement Payment of public funds may be made to defray the cost of any such contribution Any such advance shall be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of making such advance It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so The City or the Agency may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority SECTION 10 AGREEMENT NOT EXCLUSIVE This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail SECTION 11 ACCOUNTS AND REPORTS The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice The books and records of the Authority shall be open to inspection at all reasonable times by the City and the Agency and their representatives The Authority shall give an audited written report of all financial activities for each fiscal year to the City and the Agency within 210 days after the close of each fiscal year The Controller of the Authority shall either make or contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of DOCSLAI 2911391 -9- RESOLUTION NO 5636 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS, CALIFORNIA, APPROVING A PROPOSED FORM OF JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF REDLANDS AND THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, CALIFORNIA WHEREAS, the City of Redlands (the "City") and the Redevelopment Agency of the City of Redlands (the "Agency") desire to create and establish, pursuant to the laws of the State of California, the Redlands Financing Authority (the "Authority"), and WHEREAS, there has been presented to this meeting a proposed form of Joint exercise of powers agreement, dated as of May 1, 1999, (the "agreement"), between the City and the Agency, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF REDLANDS, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS SECTION 1 Aonroval of Agreement The proposed form of Agreement, on file with the City Clerk and incorporated into this Resolution by reference, is hereby approved The Mayor is hereby authorized to execute, and the City Clerk is hereby authorized to attest and deliver the Agreement, in substantially said form with such additions thereto or changes that hereafter become necessary in the interests of the City and which are reviewed and approved by City Attorney, any such additions or changes to the conclusively evidenced by the execution and delivery of the Agreement SECTION 2 Effective Date This Resolution shall talce effect immediately upon adoption PASSED AND ADOPTED at a regular meeting of the City Council of the City of Redlands, California, held on the 20th day of April, 1999 CITY OF REDLANDS Byo-. -1 --- M461 `— ATTEST Cur Cl k � STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss CITY OF REDLANDS ) I, Lorrie Poyzer, City Cleric of the City of Redlands, California, do hereby certify that the foregoing resolution was duly adopted by the City Council of the City of Redlands, California at a regular meeting thereof held on the 20th day of April, 1999, by the following vote AYES Councilmembers Banda, Gilbreath, Freedman, George, Mayor Cunningham NOES None ABSENT None ABSTAIN None City Cler , City o*fs, California