HomeMy WebLinkAbout436 RDA.pdf RESOLUTION NO. 436
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
AUTHORIZING THE CREATION OF THE REDLANDS UTILITY
AUTHORITY AND TAKING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the City of Redlands (the "City") has determined that significant benefits
will result from the lease of the City's municipal water system and wastewater system
(collectively, the"Enterprise"); and
WHEREAS, in order to assist the City in the leasing of the Enterprise, the City and the
Redevelopment Agency of the City of Redlands (the "Agency") intend to form a joint exercise of
powers agency designated as the "Redlands Utility Authority" (the "Authority") pursuant to a
Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), which Authority will be
duly created, established and authorized to transact business and exercise its powers, all under
and pursuant to the Joint Powers Law (Articles I through 4 of Chapter 5, Division 7, Title I of
the California Government Code) including the power to lease a municipal water system; and
WHEREAS, the Agency finds and declares that entering into the Joint Powers
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Ag cement will be beneficial to persons residing within the jurisdiction of the Agency; and
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WHEREAS. the Agency has reviewed the Joint Powers Agreement and the Agency
wishes to approve the Joint Powers Agreement and matters related thereto;
NOW, THEREFORE, BE IT RESOLVED by the Board of the Redevelopment Agency
of the Citv of Redlands as follows:
Section 1. The Agency hereby approves the creation of the Authority, its membership
therein and the Joint Powers Agreement related thereto, substantially in the form attached hereto,
as Exhibit "A," with such revisions, amendments and completions as shall be approved by a
Responsible Officer with the advice of Fulbright & Jaworski L.L.P. Los Angeles, California, as
special counsel ("Special Counsel") and Agency counsel, such approval to be conclusively
evidenced by the execution and delivery thereof A Responsible Officer shall include any
member of the Agency, the Chairperson, the Executive Director, the Finance Director, the
Secretary, or any official of the Agency designated by the Chairperson or Executive Director as a
Responsible Officer.
Section 2. The Executive Director or any other Responsible Officer of the Agency is
hereby authorized and directed to execute and deliver any and all documents and instruments and
to do and cause to be done any and all acts and things necessary or proper for carrying out the
transactions contemplated by this Resolution.
Section I'. The Agency hereby finds and determines that the Agency's approval of this
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Resolution is exempt from review pursuant to the California Environmental Quality Act
('*CEQA") pursuant to the State's CEQA Guidelines Sections 15061(b)(3) and 15378 (13)(5)
L Merk Rcsolutions Redevelopment Agency 430 Redlands Utility Authority,DOC I
because it can be seen with certainty that the creation of a new governmental authority will not
have a significant effect upon the environment.
Section 4. The Secretary shall certify to the adoption of this Resolution which shall be in
full force and effect immediately upon its adoption.
ADOPTED AND APPROVED this 7th of July, 2009.
Jon Harrison, Chairman
ATTEST:
r.
Lorrie Poyzer, Secretary
1:cderk Rt~solutions Redevelopment Agency'436 P—diands U'fility Authotity.DOC
JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE
REDLANDS UTILITY AUTHORITY
Dated as of July 7, 2009
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TABLE OF CONTENTS
EM
ART7CL]Ey
DEFINITIONS
Section1.01 Definitions........................................................................................................ }
ARTICLE II
GENERAL PROVISIONS
Section2.01 Purpose.............................................................................................................3
Section 2.02 Creation of Authority—.~,...-.-_..—~-.^^.....---,...-.-_.—.--._.^..-.--3
ARTICLE III
BOARD OF DIRECTORS
Section3.01 Board 0fDirectors............................................................................................3
Section3.02 Powers..............................................................................................................4
Section 3.03 Compensation,..--^...--.~.,...,...',.—....—~.-..—.,—`.._.—_._.^,..._.4
Section 3.04 Meetings Ofthe Board nf .—..--.—....-.—..-~..--...4
ARTICLE IV
OFFICERS AND EMPLOYEES
Section4.01 Officers ............................................................................................................5
Section 4.02 SubordinateOfficers........................................................................................5
Section 4.03 Removal 0fOfficers..................................................^......................................5
Section 4.04 Chairperson..—.._`..—.^.......—~-.-.—.._.~..,..—_...—.—.....—.~~.....~-.,-...5
Section 4.05 Vice Chairperson .,-~—.._—_~.—_—~.—......--.—...—_.^_,~.____,._ 5
Section 4.06 Executive Director...........................................................................................5
Section4.07 Secretary............................. ............................................................................5
Section4.08 Treasurer..........................................................................................................0
Section 4.09 Officers in Charge of Records, Funds and Accounts.......................................0
Section 4.10 Other Employees......-..~^...--.-.'~^......~.-.~........~^.--.._.^...--......-.h
Section 4.11 Conflict ofInterest Code..................................................................................b
ARTICLE
POWERS
Section5.01 General Powers......,............-...^^'^``^^``'^-^^'^-`^^^`''`'^^'`'^^^''^'`''-''`^'^'``'^``~'^^^^~-^^^'^``''6
Section5.02 Specific Powers................................................................................................ /
Section 5.03 Restrictions on Exercise of Powers..................................................................M
Section 5_04 Liability; Contribution.......... ..........................................................................8
Section 5.05 Indemnity by Authority for Litigation Expenses Of Officer, Board of
Directors Member QCEmployee....................................................................... W
Section 5,06 Execution 0fContracts.....................................................................................9
TABLE OF CONTENTS
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ARTICLE VI
CONTRTB{JTTON', ACCOUNTS AND REP(]RTS', FUNDS
Section 6.01 Contributions....................................................................................................g
Section 6.02 Accounts and Reports.—.---..—.—.._—.—........—...--'..--...................g
Section6.03 Funds......................................................................................... .................... l0
Section 6.04 Annual Budget and Administrative Expenses-_-------.------- lO
ARTICLE V}}
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section7.01 Tenn............................................................................................................... lO
Section 7.02 Addition ofMembers..................................................................................... l0
Section 7.03 Withdrawal ozExclusion ofoMember.......................................................... l}
Section7.04 Dissolution..................................................................................................... Il
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section8.01 Notices........................................................................................................... l2
Section 8.02 Section Headings ..._--...—_^--_---.-------.....—._..,--.. l2
Section8.03 Consent.......................................................................................................... l2
Section 8.04 [4`v Governing-------_.-----.—.—.—....—'.—_...-----..— l2
Section 8.05 Amendments.._...—.---.---.._....--.'---.-_..,.,.—.---.-- l2
Section 8.06 Enforcement by Authority------~—.--...—..—.—..---..._—..--. l3
Section 8.07 Severability----.—.--....._—..--------..--._--,,--....... l]
Section 8.08 Successors and Assigns.................................................................................. l3
Section 8.09 Execution of Counterparts---.—._.—..—..--.--,......—.---.--. l3
re Utilities Aum*ritx130C ii
JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE REDLANDS UTILITY AUTHORITY
THIS JOINT POWERS AGREEMENT (the "Agreement"), is made and entered into
as of July 7, 2009 by and among the Members (as defined herein);
WITNESSETH:
WHEREAS, the Members wish to form an agency under the Joint Powers Law, known
as the Redlands Utility Authority, for the purpose of providing an entity to assist in providing
financing, for purposes which are authorized by law, and which could lease, own, operate and
maintain the Enterprise(as defined herein);
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. In addition to the other terms defined herein, the following
terms, whether in the singular or in the plural, when used herein and initially capitalized shall
have the meanings specified.
"Agency"means the Redevelopment Agency of the City of Redlands.
"Agreement" means this Joint Exercise of Powers Agreement, as originally entered into
or as amended from time to time in accordance with Section 8.05 hereof.
"Authority" means the Redlands Utility Authority established pursuant to Section 2.02
hereof
"Board" means the Board referred to in Section 3.01 hereof, which shall be the
governing body of the Authority.
"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of
the Joint Powers Law (commencing with Section 6584), as amended from time to time, Article 2
of the Joint Powers Law, as amended from time to time, or any other law available for use by the
Authority in the authorization and issuance of Indebtedness or to provide for the financing of
Indebtedness and/or Public Capital Improvements, as amended from time to time.
"Bond Purchase Agreement" means an agreement between the Authority and a
Member or a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness
from a Member or a Local Agency, as the case may be.
"City"means the City of Redlands.
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"Enterprise" means the Water Enterprise, the Sewer Enterprise and any other utility
system or service leased to the Authority by the City or acquired by the Authority.
"Fiscal Year" means the fiscal year of the Authority as established from time to time by
the Board, being at the date of this Agreement the period from July I in any calendar year to and
including June 30 in the succeeding calendar year.
"Indebtedness" means bonds, notes or other evidences of indebtedness, and all other
obligations, instruments and agreements constituting "Bonds" under the Joint Powers Law,
which are issued or incurred by or on behalf of the Authority, a Member or a Local Agency
pursuant to the Bond Law or pursuant to any other provision of law to finance the lease,
acquisition, construction or improvement of Public Capital Improvements, Working Capital
Requirements, or liability or other insurance needs of any Local Agency (the "Local
Obligations").
"Joint Powers Law" means Articles I through 4 (commencing with Section 6500) of
Chapter 5, Division 7, Title I of the California Government Code, as amended from time to time.
"Liability Share" means, with respect to any Member, the amount of a judgment for
damages divided by the number of Members at the time the act or omission occurred, unless any
portion of the judgment arises from an act or omission directly related to the studying, planning,
financing, developing, acquiring, purchasing, construction, reconstructing, implementing,
improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or
decommissioning of any project undertaken by the Authority under this Agreement, in which
case, with respect to such portion, the term "Liability Share" shall mean, with respect to any
Member, the amount of such portion multiplied by a fraction equal to (i) such Member's
entitlement or right, if any, to participate in such project at the time the act or omission occurred,
divided by(ii) the aggregate amount of all Members' entitlements or rights to participate in such
project at the time the act or omission occurred.
"Local Agency" means each of the Members, any agency or subdivision of a Member,
and any other city, county, authority, district or public corporation of the State of California.
"Members" means, collectively, all of the Members that are parties to this Agreement,
which Members shall initially consist of the City of Redlands and the Redevelopment Agency of
the City of Redlands, and which shall include all additional Members that become parties hereto
pursuant to the provisions of Section 7.02 hereof; provided, however, that the term "Member"
shall not include any entity which shall have withdrawn or been excluded from the Authority
pursuant to Section 7.03 hereof.
"Public Agency" has the meaning given to the term "public agency" in Article I of the
Joint Powers Law.
"Public Capital Improvements" has the meaning given such term in Section 6585(g) of
the Bond Law, as such provision may be amended from time to time.
"Sewer Enterprise" means the entire wastewater collection, treatment and disposition
system owned or operated by the City, including but not limited to all facilities, properties and
l:\ca',,djm\AgreetnentsJPA re Utilities Authority,130C 2
improvements at any time owned or operated by the City for the collection, treatment and
disposition of wastewater, whether within or without the City, and any necessary lands, rights,
entitlements and other property useful in connection therewith, together with all extensions
thereof and improvements thereto hereafter acquired, constructed or installed by the Authority or
the City.
"Water Enterprise" means the entire water treatment, production, storage and
distribution system owned, leased or operated by the Authority, including but not limited to all
facilities, properties and improvements at any time owned, leased or operated by the Authority
for the collection, treatment and supply of potable and reclaimed water to residents served
thereby, whether within or without the City, and any necessary lands, rights, entitlements and
other property useful in connection therewith, together with all extensions thereof and
improvements thereto hereafter acquired, constructed or installed by the City or the Authority.
"Working Capital Requirements" means the requirements of any Local Agency for
funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local
Agency may borrow money pursuant to Section 53852 of the California Government Code, as
amended from time to time.
ARTICLE 11
GENERAL PROVISIONS
Section 2.01 'Purpose. This Agreement is made pursuant to the Joint Powers Law
providing for the joint exercise of powers common to two or more Members, and for other
purposes as permitted under the Joint Powers Law and the Bond Law. The purpose of this
Agreement is to provide for the lease, ownership, operation, management and maintenance of the
Enterprise or service, the financing of Public Capital Improvements for and Working Capital
Requirements and insurance programs of, the Members and any Local Agency, including
without limitation, financings relating to the Enterprise or service through the lease, acquisition
or construction by the Authority of such Public Capital Improvements, the purchase by the
Authority of Indebtedness of any of the Members or a Local Agency pursuant to Bond Purchase
Agreements, the lending of funds by the Authority to a Member or a Local Agency or the
entering into of contractual arrangements by the Authority with a Member or a Local Agency
and any other transaction authorized by the Joint Powers Law and other laws; engaging in
financings relating to the encouragement of economic development and the stimulation of public
revenues in the City through the acquisition and financing by the Authority of such Public
Capital Improvements; and to engage in any other transactions authorized by the Joint Powers
Law and other laws.
Section 2.02 Creation of Authority. Pursuant to the Joint Powers Law, there is hereby
created a public entity to be known as the"Redlands Utility Authority". The Authority shall be a
public entity separate and apart from the Members, and shall administer this Agreement.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.01 Board of Directors. The Authority shall be governed by a Board of
Directors, which shall be comprised of members determined as provided in this Section 3.01.
The Board of Directors shall be called the "Board of Directors of the Redlands Utility
Authority." Notwithstanding anything contained in this Section 3.01 to the contrary, no member
of the Board of Directors shall hold membership on the Board of Directors after the expiration of
his or her term as a member of the governing body of a Member, or until he or she resigns, is
removed or for any other reason no longer serves as a member of the governing body of a
Member. The members of the Board of Directors shall be the members of the City Council of
the City.
Section 3.02 Powers. Subject to the limitations of this Agreement and the laws of the
State of California, the powers of this Authority shall be vested in and exercised by and its
property controlled and its affairs conducted by the Board of Directors. The Board of Directors
shall have the responsibility for the general management of the affairs, property and business of
the Authority and may, from time to time, adopt and modify such By-Laws and other rules and
regulations for that purpose and for the conduct of its meetings as it may deem proper.
Section 3.03 Compensation. Members of the Board of Directors shall serve with each
compensation as shall be established from time to time. Each such member may be reimbursed
for necessary and actual expenses, including travel incident to his or her services as member of
the Board of Directors, pursuant to resolution of the Board of Directors. Any member of the
Board of Directors may elect, however, to decline said compensation or reimbursement.
Section 3.04 Meetings of the Board of-Directors, Voting.
(a) Call, Notice and Conduct of Meetings. All meetings 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, being Sections
54950 et seq. of the California Government Code, as amended from time to time.
(b) Regular Meetings. The Board of Directors shall hold a regular meeting not
less than once each calendar year. Regular meetings of the Board of Directors shall be held on
the same date as the second City Council meeting of each month. No notice of any regular
meeting of the Board of Directors need be given to the members of the Board of Directors.
(c) Special Meetings. Special meetings of the Board of Directors shall be held
whenever called by the Chairperson of the Authority or by a majority of the members of the
Board of Directors, in accordance with the provisions of the California Government Code, as
amended from time to time.
(d) Quorum. A majority of the total number of members of the Board of
Directors shall constitute a quorum for the transaction of business, except that less than a quorum
may adjourn from time to time.
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(e) Votin . Each member of the Board of Directors shall have one vote. The
affirmative votes of at least a majority of the members of the Board of Directors present at any
meeting at which a quorum is present shall be required for the Board of Directors to take any
action. Every act or decision done or made by a majority of the members of the Board of
Directors present at any meeting at which a quorum is present shall be the act of the Board of
Directors.
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4.01 Officers. The officers of the Authority shall be a Chairperson, a Vice
Chairperson, an Executive Director, a Secretary, a Treasurer and such other officers as the Board
of Directors may appoint. The Chairperson shall be the Mayor of the City. The Vice
Chairperson shall be the Mayor Pro Tern of the City. The City Treasurer shall serve as the
Treasurer of the Authority. The City Manager shall serve as the Executive Director of the
Authority. The City Clerk shall serve as the Secretary of the Authority. The City Attorney shall
serve as legal counsel to the Authority.
Section 4.02 Subordinate Officers, The Board of Directors may elect or authorize the
appointment of such other officers than those herein above mentioned as the business of the
Authority may require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in this Agreement, or as the Board of Directors, from time to
time, may authorize or determine.
Section 4.03 'Removal of Officers. Any officer may be removed, either with or without
cause, by a majority of the members of the Board of Directors at any regular or special meeting
of the Board of Directors. Should a vacancy occur in any office as a result of death, resignation,
removal, disqualification or any other cause, the Board of Directors may delegate the powers and
duties of such office to any officers or to any members of the Board of Directors until such time
as a successor for said office has been appointed.
Section 4.04 Chairperson. The Chairperson shall be the presiding officer of the
Authority. He or she shall be ex officio member of all standing committees, and shall have the
such powers and duties as may be prescribed by the Board of Directors or this Agreement. The
Chairperson shall preside at all meetings of the Board of Directors.
Section 4.05 Vice Chairperson. In the absence or disability of the Chairperson, the
Vice Chairperson shall perform all the duties of the Chairperson and when so acting shall have
all the powers of and be subject to all of the restrictions upon the Chairperson. The Vice
Chairperson shall have such other powers and perform such other duties as may, from time to
time, be prescribed for him or her by the Board of Directors or this Agreement.
Section 4.06 Executive Director. The Executive Director shall be the chief executive
officer of the Authority. He or she shall have the general powers and duties of management of
the Authority and shall have such other powers and duties as may be prescribed by the Board of
Directors or this Agreement.
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Section 4.07 'Secretary. The Secretary shall keep or cause to be kept a book of minutes
at the principal office or at such other place as the Board of Directors may order, of all meetings
of the Board of Directors, with the time and place of holding, whether regular or special, and if
special, how authorized, the notice thereof given, the names of those present at Board of
Directors meetings and the proceedings thereof. The Secretary shall give or cause to be given
notice of all meetings of the Board of Directors. The Secretary shall keep the Authority records
in safe custody and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or this Agreement.
Section 4.08 Treasurer. Subject to the applicable provisions of any 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 or 6505.6 of the Joint Powers Law.
The Treasurer is hereby designated as the auditor of the Authority and, as such, shall
have the powers, duties and responsibilities specified in Section 6505.5 or 6505.6 of the Joint
Powers Law including, without limitation, financial reporting responsibilities as provided
therein.
Section 4.09 Officers in Char2e of Records, Funds and Accounts. The Treasurer to
the extent such officer's duties and responsibilities require, is designated as the public officer or
person who has charge of, handles, or has access to any property of the Authority, and such
officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the
amount of$25,000.
Section 4.10 Other Employees. The Board of Directors shall have the power to appoint
and employ such other officers, employees, consultants and independent contractors as it may
deem necessary for the purposes of this Agreement, any of whom may be employees of a
Member, and who shall have such powers, duties and responsibilities as are determined by the
Board of Directors.
All of the privileges and immunities from liability, exemptions 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 Authority shall be
deemed, by reason of their employment by the Authority to be employed by any of the Members
or, by reason of their employment by the Authority, to be subject to any of the requirements of
any of the Members.
Section 4.11 Conflict of Interest Code. The Authority by resolution shall adopt by
reference a Conflict of Interest Code as required by the Political Reform Act, commencing with
section 81000 of the Government Code of the State of California.
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ARTICLE V
POWERS
Section 5.01 General Powers. The Authority shall exercise in the manner herein
provided powers common to Members, or as otherwise permitted under the Joint Powers Law,
and necessary or convenient to the accomplishment of the purposes of this Agreement, subject to
the restrictions set forth in Section 5.03 hereof.
As provided in the Joint Powers Law, the Authority shall be a public entity separate from
the Members. The Authority shall have all of the powers provided in the Joint Powers Law,
including but not limited to Article 4 of the Joint Powers Law (commencing with Section 6584),
and including the power to issue or incur Indebtedness under the Bond Law.
Section 5.02 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 plan, develop, acquire, construct, manage, maintain, repair, replace or
operate any Public Capital Improvement, including the common power of the Members to
acquire any Public Capital Improvement by the power of eminent domain;
(d) to acquire (by the exercise of the power of eminent domain or otherwise),
hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible, and
any interests therein, wherever located;
(e) to issue or incur Indebtedness and otherwise to incur debts, liabilities or
obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute a
debt, liability or obligation of any of the Members;
(f) to sue and be sued in its own name;
(g) to establish a budget and authorize expenditures therefrom;
(h) to apply for, accept, receive and disburse grants, loans and other aids from any
agency of the United States or of the State of California or from any private sources;
(i) to enter into agreements for the creation of separate public entities and
agencies pursuant to the Joint Powers Law;
0) to invest any money in the treasury as determined by the Authority, in
accordance with applicable provisions of the Joint Powers Law and Section 53601 of the
California Government Code, as amended from time to time;
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(k) to apply for letters of credit or other forms of financial guarantees in order to
secure the repayment of Indebtedness and enter into agreements in connection therewith;
(1) to carry out and enforce all the provisions of this Agreement;
(m)to make and enter into Bond Purchase Agreements;
(n) to purchase Indebtedness of a Member or any Local Agency;
(o) to establish non-profit corporations or for-profit corporations to assist in
accomplishing any of its objectives; and
(p) to exercise any and all other powers as may be permitted by State law and/or
the Joint Powers Law(including Section 6588 of the Joint Powers Law).
Section 5.03 RestrictionsonExercise of Powers. The powers of the Authority shall be
exercised in the manner provided in the Joint Powers Law and in the Bond Law subject only to
the restrictions upon the manner of exercising such powers as are imposed upon the Members in
the exercise of similar powers.
Section 5.04 Liability, Contribution. Pursuant to the Joint Powers Law, the debts,
liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any
of the Members, except as provided by Section 895.2 of the California Government Code, as
amended from time to time, in the case of injury caused by a negligent or wrongful act or
omission occurring in the performance of this Agreement. In the event any Member is held
liable upon any judgment for damages caused by a negligent or wrongful act or omission
occurring in the performance of this Agreement, and pays in excess of its Liability Share of such
judgment, such Member shall be entitled to contribution from each other Member and may
require each other Member to pay an amount towards the judgment for damages, but in no event
shall any such other Member be required to pay in excess of its Liability Share of such judgment.
No member, officer, agent or employee of the Authority shall be individually or personally liable
for the payment of the principal of or premium or interest on any obligations of the Authority or
be subject to any personal liability or accountability by reason of any obligations of the
Authority; but nothing herein contained shall relieve any such member, officer, agent or
employee from the performance of any official duty provided by law or by the instruments
authorizing the issuance of any obligations of the Authority. Nothing contained in this
Agreement shall in any way diminish the liability of any Member or other party with respect to
any contract between such Member or other party and the Authority.
Section 5.05 Indemnity by Authority for Litigation Expenses of Officer. Board of
Directors Member or Employee. In the event any member of the Board of Directors, officer or
employee of the Authority be sued, either alone or with others, because he or she is or was a
member of the Board of Directors, officer or employee of the Authority, in any proceeding
arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her
duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity to
such person for reasonable expenses, including attorneys' fees incurred in the defense of the
proceedings, may be assessed against the Authority or its receiver by the court in the same or a
separate proceeding if the person sued acted in good faith and in a mariner such person
l:',ca'Ndjin',AgreementsJPA re Utilities Authority.DOC 8
reasonably believed to be in the best interests of the Authority and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The
amount of such indemnity shall equal the amount of the expenses, including attorneys' fees,
incurred in the defense of the proceeding.
Section 5.06 Execution of Contracts. The Board of Directors, except as otherwise
provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any contract or execute any instrument in the name of and on behalf of
the Authority and such authorization may be in general or confined to specific instances and
unless so authorized by the Board of Directors, no officer, agent or employee shall have any
power or authority to bind the Authority by any contract or engagement or to pledge its credit or
to render it liable for any purpose or in any amount.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01 Contributions. In accordance with the California Government Code, the
Members may in the appropriate circumstances when required hereunder: (a) make
contributions from their treasuries as approved from time to time by the Board of Directors, 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 their personnel, equipment or property in lieu of other contributions
or advances. The provisions of Section 6513 of the Joint Powers Law are hereby incorporated
into this Agreement. The Authority may make such arrangements relative to the repayment or
return to the Members of such contributions, payments and advances as are approved from time
to time by the Board of Directors.
Any Member which fails to make or pay when due any required contribution, payment or
advance to the Authority, may have its rights under this Agreement terminated and may be
excluded from participation in the Authority as provided in Section 7.03(c) hereof Any such
Member shall continue to be liable for its obligations under any contract with the Authority and
for any unpaid contribution, payment or advance approved by the Board of Directors prior to
such Member's exclusion and not objected to by such Member by written notice to the Authority
within thirty(30) days after such approval.
Section 6.02 Accounts and Reports. There shall be strict accountability of all funds
and reporting of all receipts and disbursements of the Authority. The Authority shall establish
and maintain such funds and accounts as may be required by good accounting practice or by any
provision of any resolution, indenture or other instrument of the Authority securing its
Indebtedness, except insofar as such powers, duties and responsibilities are assigned to a trustee
appointed pursuant to such resolution, indenture or instrument. The books and records of the
Authority shall be open to inspection at all reasonable times by the Members and their
representatives. The Authority shall give an unaudited written report of all financial activities
for each Fiscal Year to the Members within 210 days after the close of each Fiscal Year.
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The Treasurer, as auditor of the Authority, shall contract with a certified public
accountant or public accountant to make an independent annual audit of the accounts and records
of the Authority. In each case the minimum requirements of the audit shall be those prescribed
by the State Controller for special districts under Section 26909 of the California Government
Code, as amended from time to time, and shall conform to generally accepted auditing standards.
When such an audit of an account and record is made by a certified public accountant or public
accountant, a report thereof shall be filed as public records with each of the Members and with
the county auditor of Los Angeles. Such report shall be filed within 12 months of the end of the
Fiscal Year under examination.
Any costs of the audit, including contracts with, or employment of, certified public
accountants or public accountants, in making an audit pursuant to this Section shall be borne by
the Authority and shall be a charge against any unencumbered funds of the Authority available
for the purpose.
Section 6.03 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, and shall make the disbursements required by this Agreement or
to carry out any of the provisions or purposes of this Agreement.
Section 6.04 Annual Budget and Administrative Expenses. The Board of Directors
shall adopt an annual budget to provide for the operation and maintenance of the systems owned
and/or operated by the Authority, including, without limitation, amounts to be paid for debt
service and lease payments and for contracts entered into by the Authority and administrative
expenses, which shall include all expenses not included in any financing issue of the Authority,
annually prior to July I st of each year.
ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01 Term. This Agreement shall become effective as of the date first set forth
above, and the Authority shall come into existence, on the date of execution and delivery hereof,
and this Agreement shall thereafter continue in full force and effect until the later of June 30,
2064 or the date on which all Indebtedness and other obligations of the Authority and the interest
thereon shall have been paid in full or until adequate provision for such payment shall have been
made in accordance with the instruments governing such Indebtedness, and no material contracts
to which the Authority is a party remain in effect, unless earlier dissolved pursuant to Section
7.04 hereof
Section 7.02 Addition of Members. (a) Public Agencies possessing one or more of the
powers specified in the first paragraph of the recitals to this Agreement may be added as parties
to this Agreement, and become Members, upon the filing by such Public Agency with the Board
of Directors of an instrument in form and substance satisfactory to the Board of Directors
together with a certified copy of a resolution of its governing body, whereby the Public Agency
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(i) agrees to the provisions of this Agreement and (ii) requests to become a Member. In
reviewing an application for membership, the Board of Directors may reject said application
based on the creditworthiness of the applicant or on any other matter which has affected or may
affect the creditworthiness of the applicant and which may thereby affect the creditworthiness of
the Authority. The Board of Directors also reserves the right to reject an applicant if the Board
of Directors determines that the membership of such applicant would be detrimental to the
effectiveness of the Authority or would interfere with the realization of the Authority's goals and
purposes.
(b) Notwithstanding Section 7.02(a) hereof, no such Public Agency shall become
a Member until (i) its admission is approved by a vote of a majority of the Board of Directors
voting on the matter and (ii) such Public Agency deposits or agrees to deposit with the Authority
an amount equal to such share of the costs and expenses incurred by the Authority prior to the
date of admission of such Public Agency as a Member as shall be determined by the Board of
Directors.
(c) Upon satisfaction of the provisions of Section 7.02(a) and 7.02(b) hereof, such
Public Agency shall be a Member for all purposes of this Agreement, and the instrument
provided pursuant to Section 7.02(a) hereof shall become a part of the official records of the
Authority. Neither the effectiveness of such membership nor such instrument shall constitute an
amendment or modification of this Agreement for purposes of Section 8.05 hereof.
Section 7.03 Withdrawal or Exclusion of a Member. (a) Any Member may withdraw
from the Authority upon the following conditions: (i) the Member shall have filed with the
Board of Directors a certified copy of a resolution of its governing body expressing its desire to
so withdraw and (ii) if the Authority, prior to the filing of such resolution, shall have incurred
any obligation payable from contributions, payments or advances in accordance with Section
6.01 hereof, which obligation matures after the date of such filing, the withdrawing Member
shall have paid, or made arrangements satisfactory to the Board of Directors to pay to the
Authority its pro rata portion of such obligation.
(b) Upon compliance with the conditions specified in Section 7.03(a) hereof, the
withdrawing Member shall no longer be considered a Member for any reason or purpose under
this Agreement and its rights and obligations under this Agreement shall terminate. The
withdrawal of a Member shall not affect any obligations of such Member under any contract
between the withdrawing Member and the Authority.
(c) Any Member which has (i) defaulted under a contract with the Authority, or
(ii) failed to pay any required contributions, payments or advances in accordance with Section
6.01 hereof, may have its rights under this Agreement terminated and may be excluded from
participating in the Authority by a vote of a majority of the members of the Board of Directors
voting on the matter (excluding from voting the member(s) of the Board of Directors, if any,
representing the defaulting Member). Any excluded Member shall continue to be liable for its
obligations under any contract with the Authority and for any unpaid contribution, payment or
advance approved by the Board of Directors prior to such Member's exclusion and not objected
to by such Member by written notice to the Authority within thirty(30) days after such approval.
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No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or
exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or
modification of this Agreement for purposes of Section 8.05 hereof,
Section 7.04 Dissolution. With the approval of the Board of Directors, the Authority
may be dissolved, if at the time of such dissolution the Authority has no Indebtedness
outstanding and is not a party to any contract remaining in effect (unless adequate provision shall
have been made for the discharge of such contract). Upon the dissolution or termination of the
Authority, and after payment or provision for payment, all debts and liabilities, the assets of the
Authority shall be distributed to the Members in such manner as shall be determined by the
Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 Notices. (a) Any notice, demand or request to any Member provided for
in this Agreement shall be in writing and shall be deemed properly served, given, or made i
delivered in person or sent by registered or certified mail, postage prepaid, to the person
designated by such Member upon the commencement of its membership in the Authority.
(b) A Member may, at any time, by written notice to each other Member and the
Authority, designate different persons or different addresses for the giving of notices, demands
or requests to it hereunder.
(c) Any notice, demand or request to the Authority provided for in this
Agreement shall be in writing and shall be deemed properly served, given, or made if delivered
in person or sent by registered or certified mail, postage prepaid, to Redlands Utility Authority,
c/o City of Redlands, 35 Cajon Street, Redlands, California 92373, or at the notice address most
recently provided by said Member pursuant to this Section 8.01.
(d) The Authority may, at any time, by written notice to each Member, designate
a different or additional person or a different address for giving notices, demands or requests to it
hereunder.
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 not be unreasonably withheld.
Section 8.04 Law Governin . 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 8.05 Amendments. This Agreement may be amended at any time, or from time
to time, except as limited by contract with the owners of Indebtedness issued or incurred by the
1:",,ei\djnfAgreetnentskJPA re Utilities Authority.130C 12
Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction
having authority,by one or more supplemental agreements executed by all then current Members
either as required in order to carry out any of the provisions of this Agreement or for any other
purpose.
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. In the event that any term, covenant or condition of this
Agreement or the application of such term, covenant or condition shall be held invalid as to any
person or circumstance by any court having jurisdiction in the premises, all other terms,
covenants and conditions of this Agreement and their application shall not be affected thereby,
but shall remain in force and effect unless a court holds that the provisions are not separable
from all other provisions of this Agreement.
Section 8.08 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the Members. No Member may assign any
right or obligation hereunder without the written consent of the other Members. The
immediately preceding sentence shall not affect, in any respect, any right of assignment under
any contract between any Member and the Authority.
Section 8.09 Execution of Counterparts. This Agreement may be executed in any
number of counterparts. All such counterparts shall be deemed to be originals and shall together
constitute but one and the same instrument.
1:',jca,,djm';Agrec3iients",JPA re Utilities Authority.DOC 13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their proper officers thereunto, duly authorized, on the day and year first
set forth above.
CITY OF REDLANDS
By:
Jon Harrison, Mayor
Attest:
Lorrie Poyzer, City Clerk
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
By:
Jon Harrison, Chairman
Attest:
Lorrie Poyzer, Secretary
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