R-449FIN•CA
Redevelopment Agency Meet~ng Date: July 25, 1995 Santa Monica, Cahfornia
RESOLUTION 1~T0. 449 (RAS)
(REDEVELOPMENT AGENCY SERIES)
RESOLUTION OF THE REDEVELOPMENT AGEI~CY OF
THE CTTY OF SANTA MONICA AUTHORIZING THE
EXECUTION AND DELIVERY OF A JOINT EXERCLSE OF
POWERS AGREEMENT WITH THE CITY OF SANTA
MOI~TICA
WHEREAS, agencies formed under Article 1(commencing with sect~on 5500) of
Chapter 5, Division 7, Trtle 1 of the California Government Code {the "Joint Powers Law") are
permitted to provide financmg for any of theu members or other local public agencies in the
State of California in connecaon with the acquisition, construction and improvement of public
capital improvernents, working capital requiremenrs or habihty or other insurance needs of such
members or other local agencies;
WHEREAS, the Ciry of Santa Monica and the Redevelopment Agency of the City of
Santa Monica {the "Agency"} wish to form an agency under the Jomt Powers Law, to be known
as the Santa Momca Public Financing Authonty, for the purpose of providing an entity which
can assist in providmg financmg for purposes which are authorized under the 7oir-t Powers Law;
and
~~'HEREAS, there has been greparec! and submitted to this meeung a form of Joint
Exercise of Powers Agreement (such Joint Exercise of Powers Agreement in the form presented
to th~s meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, bemg referred to herem as the "Joint Exercise of Powers Agreement");
NOW, THEREFORE, BE IT RESOLVED by the members of the Redevelopment
Agency of the City of Santa Monica as follows:
Section 1. The Joint Exercise of Powers Agreement, in substantially the form submitted
to this meetmg and made a part hereof as though set forth herein, be and the sarne is hereby
approved. The Chairperson of the Agency, or such other member of the Agency as the
Chairperson may designate, and the Executive Director of the Agency (the "Authorized
Officers") are each hereby authonzed and directed, for and m the name of ttie Agency, to execute
and deliver the Jomt Exercise of Powers Agreement in the form s~bmitted to this meeting, with
such changes, mserUons and omissions as the Authonzed Officer execut~ng the same may require
or approve, such requiremenc or approval to be conclusively evidenced by the executian of the
Joint Exercise of Powers Agreement by such Authonzed Officer.
Section 2. The officers and employees of the Agency are hereby authonzed and directed
to take aIl act~ons and do all thmgs necessary or desirable hereunder wuh respect to the formauon
of the Santa Monica Public Financing Authonty, mcludmg but not lunited to the execution and
delivery of any and all agreements, ceru~cates, mstruments and other documents, which they, or
any of them, may deem necessary or desirable and not incons~stent with the purposes of ttus
Resolution.
Section 3. The Secretary of the Agency shall certify to the adoption of this Resalut~on
and tt~enceforth and thereafter the same shall be m full force and effect.
APPROVED AS T~ FORM:
n
~ -k-~-~-~-~.c~, ~~-~
Marsha Jones Mo~ne, Agericy Attomey
Adopted and approved this 25th day of July 1995.
Adopted and approved this 25th of July, 1995
~~
Ghairperson
I hereby certify that the foregomg Resolution 449 (RAS) ~~~as duly adopted at a meeting
of the City Council held on the 25th of 7uly, 1995 by the followmg ~ote
Ayes Agency members AbdqGenser, Holbrook,Ebner, Rosenstein
Noes Agency members ~Tone
Abstain Agency members None
Absent Agency members Greenberg, O'Connor
ATTEST
,!~~a~.~,
~ - ~- - o
Actmg Secretary
JOINT EXERCISE OF POWERS AGREEMFNT
Ju~y 2s, i~s
SANTA MO1vICA PUBLIC FINANCING AUTHORITY
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TABLE OF CONTENTS
ARTICLE I
DEFINTTIONS
Section lAl
Page
Definit~ons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.02. Creation of Authonry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III
BOARD OF DIRECTORS
Sectaon 3.01. Board of Duectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.02. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Sect~on 3.03. Compensahon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Se~tion 3,04. Meet~ngs of the Board of Directors . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE N
OFFICERS EMPLOYEES AND AGENTS
Sechon 4.01. Officers . . . . • • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Secnon 4.02. Designation of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Saction 4.03. Subordinate Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.04. Executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Sectian 4.05. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.06. Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.07. Officers in Charge of Records, Funds and Accounts .......... 8
Sect~on 4.08. Authonty Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Sechon 4.09. Assistant Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Secrion 4.10. Employees, Agents and Independent Contractors . . . . . . . , . . . . 9
Secrion 4.11. Prinleges and Immunities; No Employment by Crty or Agency ... 9
ARTICLE V
POWERS
Section 5.01. General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Se~t~on 5.02. Power to Issue Revenue Bonds . . . . . . . . . . . . . . . . . . . . . . . . 10
Sect~on 5.03. Specific Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Sechon 5.04. Restrichons on Exercise of Powers . . . . . . . . . . . . . . . . . . . . . lI
Section 5.05. Non-Liabihty For ObligaUOns of Authority . . . . . . . . . . . . . . . . 11
S~tion 5_06. Indemniry by AuEhority for Lit~ganon Expenses
of Officer, Director or Employee . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.07. ~ecuhon of Conuacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.08. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Sect~on 6.02. Accounts and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 6.03. Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VII
TERM; DISSOLUTiON
Section 7.01. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Sectaon 7.02. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICL~ VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Nohces . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.02. Section Headmgs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Sect~on 8.03. Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.04. Law Governing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.05. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.06. Enforcement by Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.07. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8.08. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l6
JOINT ERERCISE OF POWERS AGREEMENT
THIS JOINT E%ERCISE OF POWERS AGREEMENT (the "Agreement"), dated as
of July 25, 1995, is by ancl between the CITY OP SANTA MONICA, a murucipal corporation
duly organized and exist~ng under and by virtue of the laws of the State of Cahforcua (the
"Ciry"), and the REDEVELOPMENT AGENCY OF THE CITY OF SANTA MOIVICA, a
public body corQorate and politic organized and existrng under the laws of the State of California
(the "Agency");
WITNESSETH:
WHEREAS, agencies formed under Article 1(commencing with section 6500) of
Chapter 5, Division 7, Title 1 of the California Govemment Code (the "Joint Powers Law") are
permitted to provide fmancing for any of their members or vther local public agencies in the
State of Califonua in connection with the acquisirion, construction and improvement of pubhc
capital improvements, worldng capital requirements or liabihty or other insurance needs of such
members or other Iocal agencies; and
WHEREAS, the City and the Agency wish to form an agency under the 7oint Powers
Law, to be known as the Santa Mon~ca Pubiic Financing Authority, for the purpose of providmg
an entity which can assist in providmg financing for purposes which aze authonzed under the
Joint Powers Law;
NOW, THEREFORE, in constderation of the above premises and af the mutuai
promises herem contained, the City and the Agency do hereby agree as follows:
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ARTICLE I
DEFINITIONS
Section 1.OL Definitions. Unless the context otherwise requires, the words and terms
definerl in this Anc~le shall, for the purposes hereof, have the meanings herein spacified.
"Agency" means the Redevelopment Agency of the City of Santa Moniea.
"Agreement" means this Joint Exercise of Powers Agreement, as originally entered mto
or as amended from time to time in accordance with Se~tion 8.05.
"Authority" means the Santa Monica Public Financing Authonty establisherl pursuant
to Section 2.02.
"Soard of Directors" sr-eans the Board of Directars refened to in Section 3.01, which
shail be the governing body of the Authoriry.
`Bond Law" means the Marks-Roos X.ocal Bond Pooling Act of 1985, being Anc~le 4
of fhe Joint Powers Law {commencing with section 6584), as now in effect or hereafter
amended, Article 2 of the Jo~nt Povs~ers I.aw, as now in effect or hereafter amended, or any
other law avatlable for use by the Authority in the author~zation and issuance of bonds to provide
for the financing of Obhgations and/or Public Capital Improvements.
`Bond Purchase Agreement" means an agreement between the Authority and a Local
Agency, pursuant to which the Authority agrees to purchase Obhgations fmm a Local Agency.
"City" means the City of Santa Monica.
"Fiscal Year" means the penod from 7uIy 1 in any calendar year to and including 7une
30 m the succeetling calendar year.
"Joint Powers Law" means Articles 1#hrough 4(commencing with section 6500) of
Chapter 5, Division 7, Title Z of the Califomia Government Code.
"Local Agency" means the City, the Agency or any other city, county, city and county,
agency, special district or ather public corporarion of the State of Ca~fornia.
Law.
"Obligations" has the meaning given to the term "Bands" m section 6585(c) of the Bond
"Public Capital Improvements" has the mear~ing given such term in section 6585(g) of
the Bond Law.
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"Revenue Bonds" means bonds, notes or other obligations of the Authonry issued
pursuant to the Bond Law or pursuant to any other provision of law to finance the acquisitron,
construction and improvement of Public Capital Improvements, Working Capital Requirements,
or liabihty or other insurance needs of any Local Agency.
"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 maney pursuant to sechon 53852 of the Cahfornia. Government Code.
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ARTICLE II
GENERAL P`ROVISIONS
Section 2.01. Puroose. This Agreement is made pursuant to the Joint Powers Law and
provides for the joint exercise of powers common to the City and the Agency, and for othez
purposes as permitted under the 7oint Powers I..aw and the Bond Law. Tl~e purpose of this
Agreement is to provide for the financing or refinancing of Pubhc Capital Improvements for,
and Working Capital Requirements of, any Local Agency through the acquisition by the
Authonty of such Pubhc Capital Improvements, the purchase by the Authority of Obligations
of any Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the
Authority to a Local Agency or the entering into of contractual arrangements by the Authority
with a Local Agency.
Section 2.02. Creatian of Authoritv. Pursuant to the Jomt Powers Law, a public entity
is hereby created to be lrnown as the "Santa Monica Puhlic Financmg Authority". The Authority
sha11 be a public entity separate and apart from the City and from the Agency, and it shal~
administer this Agreement.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.OI. Board af Directors. The Authority shall be admuustered by a Board of
Directors, which shall be compnsed of seven members, unless and until changed by amendment
of this Agreement.
Each member of the Ciry Council shall be a member of the Board of Directors. The
Board of Directors shall always consist of the persons then servmg as members of the City
Council; and each person who, currently or m the future, serves as a merriber of the City
Council shall serve, during the period m which he or she serves in such capacity, as a member
of the Board of Duectors.
Each member shall assume membership on the Board af Directors upon his or her
becommg a member of the City Council, without any fiuther act by any person, body or ent~ty.
Each member shall hold membershzp on the Board of Directors only so long as he or she serves
as a member of the City Council. When a Council member's term expires, or he or she resigns
or is removed from the Council or ceases to serve as a Council member for any other reason,
then he or she shall cease to be a member of the Board of Directors without any further ac# by
any person, body or ent~ty.
The Mayor of the City shall be Chairperson of the Board of Directors; and such
Chairperson shall preside at all meetings of the Boazd of Directors. The Mayor Pro Tempore
of ihe Ciry shall be the Vice Chairperson of the Board of Directors; and such Vice Chairperson
shall preside at meetings of ihe Boazd of Directors during the absence or disability of the
Chairperson.
Seetion 3.02. Power$. Subject to the iimitarions of this Agreement and the laws of the
State of California, the powers of the Authority shall be vested in and exercised by and its
prvperty conuolled and its affairs conducted by the Board of Dizectors of the Authoriry,
Section 3.03. Comnensation. The Board of Directors may set the amount of
compensation, if any, to be patd w members of the Board of Directors for their attendance at
meetings of the Board of Directors.
Section 3.04. Meetines of the Board of Directors. (a) Call, Notace and Conduct of
Meetangs. All meetings of the Baard of Directors, including without limitat~on, regular,
adjourned reg~lar and special meetings, shall be called, noticed, held and conducted in
accordance with the provisions of sections 54950 et seq. of the Cahfomia Govemment Code,
known as the Ralph M. Brown Act.
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(b) Regular Meetings If the Board decides ta hold regular meetings, such regular
meetings shall be held at such t~me as the Board of Directors may fix by resolurion from time
to time. The Board may adjourn or readjourn any regulaz meeting to a date certain, which shall
be specified m the order of adjournment; and when so adjourned, each adjourned meeting shall
be a regulaz meehng for all purposes.
(c) Special Meetings. Special meeangs of the Board of Directors shall be held whenever
callecl by the Chairperson of the Board of Directors, the Executive Director of the Author~ty or
by a majority of the members of the Board of Directors and shall be held at locatioris, npon
notice, and in accordance with procedures as permitted by law.
(d) Quonun. A majority of the members of the Board of Directors shall const~tute a
quorum for the transaction of business, except that less than a quorum may adjourn from time
to time. The affirmahve votes of at least a ma~onty of the members of the Boazd of Directors
shall be required to take any achon hy the Board of Directors. Every act or decision done or
made by a majonty of the members of the Board of D'uectors shall be the act of the Board of
Directors.
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ARTICLE IV
OFFICERS, EMPLOYEFS AND AGENTS
Section 4.01. Officers. The afficers of the Authority shall be an Execuave Director,
a Secretary, a Treasurer and such other officers as the Boazd of Directors may appoint.
Section 4.02. Designation of Officers. The City Manager of the City shall be the
Executive Director of the Autliority. The Executave Director of the Authority shall always be
the person then serving as Ciry Manager of the City; and each person who, currently or in the
future, serves as Ciry Manager of the City shall be Fxecutive Director of the Authority duru~g
the penod in which he or she serves as City Manager of the City. A person shall become
Execuhve Director of the Authority upon his oz her becoming City Manager of tkte City, wrthout
any further act by any person, body or enhty. A person shall serve as Exe~utive Director of the
Authoriry until he or she resxgns, is removed or for any other reason no longer serves as City
Manager of the City, at which time he or she shall cease to be the Executive Director of the
Authonty without any fisrther act by any person, body or entity.
The City Clerk of the City shall be the Secretary of the Authoriry. The Secretary af the
Authority shall always be t.~-e person then serving as City Clerk of the Ciry; and each person
who, currendy or m the future, serves as City Clerk of the City shall be Secretary of the
Authority dunng the period in which he or she serves as City Clerk of the City. A person shall
become Secretary of the Authonty upon his or her becoming City Clerk of the City, wrthout any
further act by any person, hody or endty. A person shall serve as Secretary of the Authonry
until he or she resigns, as removed or for any other reason no longer serves as City Clerk of the
City, at which hme he or she shall cease to be the Secretary of the Authority w~thout any further
act by any person, hody or ent~ty.
The Director of Fuiance of the City shall be the Treasurer of the Authonty. The
Treasurer of the Authority shall always be the person then serving as Director of Finance of the
City; and each person who, currently or m the future, serves as Director of Fmance of the City
shall he Treasurer of the Authority dunng the period m which he or she serves as Director of
Finance of the City. A person shall become Treasurer of the Authority upon his or her
becorrung Director of Finance of the City, without any further act by any person, body or entiry.
A person shall serve as Treasurer of the Authority until he or she resigns, is removed or for any
other reason no longer serves as Director of Finance of the City, at which t~me he or she sha11
cease to be the Treasurer of the Authonty without any further act by any person, body or enhty.
Section 4.03. Subordinate Officers. The Boarci of Directors may elect ar author~ze
the appointment of such officers other than those herem above mentioned as the business of the
Authonty may require, each of whom shall hold office for such period, have such authority and
perform such duties as aze provided in this Agreement, or as the Board of Directors may
prescnbe.
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Section 4.04. Executive Director. 1fie Execunve Director shall be the chief execut~ve
officer of the Authonty and shaIl supervise, direct and control the business and officers of the
Authoriry subject to control by the Board of D~rectors. He or she shall be an ex o,~`icio member
of all standing committees, have the general powers and duties of management of the Authonty,
and shall have such other powers and duhes as may be prescribed by the Boazd of D'uectors or
this Agrcement.
Section 4.05. Secr~~r_y. The Secretary shall keep or cause to be kept minutes of all
meetings of the Board of Directors. The mmutes shail mclude the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof given, the names
of the Directors present, and a descripdon of the proceedmgs, including all actions taken by the
Board. 1fie Secretary shall keep the minutes or cause them to be kept in a mmute book which
shall be maintained at the Agency's pnncipal office or such other place as the Board of Directors
may prescribe. The Secretary shall give or cause to be given nouce of all meetings of the Board
of D'uectors, shall keep the Authority records ~n safe custody and shall tiave such other powers
and perform such other duties as may be prescribed by the Board of Directors or this
AgreEment.
Section 4.06. Treasurer. Subject to the applicable provisions of any rndenture or
resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the
depository of the Authoriry to have custody of all the money of the Authority, fmm whatever
source, and, as such, shall have the powers, duties and responsibilities specified in Sechon
5505.5 of the Joi~t Powers Law. 1fie Treasurer is hereby designated as controller of the
Authority and, as such, shall have the powers, duties and responsibilihes sgecified in Section
6545.5 of the Joint Powers Law. The controller of the Authoriry shall draw checks to pay
demands agamst the Authonty when the demands have been approved by the Authonty. The
City shalI determine tf-e charges to be made against the Authority for the services of the
Treasurer.
5ection 4.07. 4ff'icers in Char~e of Records. FY~nds and Accounts. The Treasurer
is designated as the public off~cer or person who has charge of, handles, or has access to any
property of the Authority; and he or she shall file an afficial bond in the amount of at least
$25,000 as required by Section 6505_1 of the Joint Powers Law. Such bond may be maintained
as a part of or m conjunction with any other bond mamtained on such person by the Crty, it
being the intent of this Section 4.07 not to require bonding which overlaps or duplicates those
bonding requirements which are otherwise appi~cable to the City.
Section 4.08. Authority Counsgl. The City Attorney of the City shall serve as Authonty
Counsel.
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5ection 4.09. A~i~tant Officers. The Board of Directors raay appomt additional persans
to assist and to act in the place of the Secretary, Director of Finance, Treasurer or other officers
of the Authority as the Board of Directors shall from time to ~ime deem appropnate.
Section 4.10. ~~lpyees. Aeents and Indenendent Contractors. The Board of
Directors shall have the power to engage such empioyees as may be necessary or appropnate
for the purposes of tlus Agreement. The Boazd of Directors shall also have the power to engage
such agents and mdependent contractors as may be necessary or appropriate for purposes of tlus
Agreement.
Sectian 4.11. PrivileeeS and immuniti~; No EmDlovmen~ bv Cit~ or A¢ency. All
of the privileges and immunihes from liability, and any exemptions from laws, ordmances and
rules which apply to the activities of officers, agents, or employees of a Local Agency when
performmg their respechve funchons shall apply to the same extent while they are engaged ~n
the performance of funchons and duties covered by this Agreement. Similarly, all pension,
rehef, disability, workers' compensation and other benefits available to officers, agents or
employees of a Local Agency shall be available to them to the same extent while they are
engaged in the performance of functions and duties covered by this Agreement.
None of the officers, employees, agents or independent contractors employed or engaged
by the Authonty shall be deemed, by reason of his or her employment or engagement by the
Authonty to be employe~l or engaged by the Ciry or the Agency or, by reason of his or her
employment or engagement by the Authority, to be entitled to rer.eive any oF the benefits
conferred on employe~s of the City or the Agency.
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ARTICLE V
POWERS
Section 5.01. General Powers. The Authonty shall exercise the powers common to the
City and the Agency, as provided herein or as otherwise perrrutted under the Joint Powers Law
and ne~essary to the accomplishment of the purposes of tlus Agreement, subject to the
restrietions set forth m Sect~on 5.04.
As provided m the Jomt Powers Law, the Authority shall be a public ent~ty separate from
the City and the Agency. The Authonty shall have the power to fmance or refinance Public
Capital Improvements for, and Worldng Capital Requirements of, any Local Agency through
the acquisition by the Authority of such Public Capital Improvements, the purchase by the
Authonty of Ohligat~ons of any Local Agency pursuant to Bond Purchase Agreements, the
lending of funds by the Authonty to a Local Agency or the entenng mto of contxactual
arrangements by the Authonty with a Local Agency.
Section 5.02. Power to Tssue Revenue Bonc~s. The Authonty shall have all of the
powers provided in the Jomt Powers Law, including but not limited to Anc~le 4 of the Jomt
Powers Law (commencing with section 6584), and mcluding the power to issue Revenue Bonds
under the Bond Law.
Section 5.03. Suecific Powers. The Authonty, m its own name, is hereby authonzed:
(a) to make and enter into contracts;
(b) to empioy agents or employees;
(c) to acquire, construct, manage, maintain or operate any Public Capital
Improvement, including the common power of the City and the Agency to acquire any
Public Capital Improvement by the power of emment domam;
(d) to sue and be sued in its own name;
(e) to mcur debts, liabihties or obligations, provided that no such Revenue Bond,
debt, liability or obhgation shall constitute a debt, liability or obligarion of the City or
the Agency;
(~ to apply for, accept, recerve and disburse grants, loans and other aids from
any agency of the United States of America or of the State of California;
(g) to mvest any money in the treasury pursuant to secrion 6505.5 of the 7oint
Powers Law that is not reqvired for the immediate necessities of the Authority, as the
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Authority determines is advisable, in the same manner and upon the same conditions as
local agencies, pursuant to sechon 53601 of the California Government Code;
(h) to apply for letters of credit or other forms of financial guarantees in order
to secure the repayment of Revenue Bonds and enter mto agreements in connechon
therewith;
(i) to carry out and enforce all the provisions of tlus Agreement;
(j) to make and enter into Bond Purchase Agreements;
(k) to purchase Obligations of any Local Agency;
(1) to engage the sernces of pnvate cansultants to render professional and
technical assistance and advice m carrymg aut the purposes of tlus Agreement;
(m) as provided by applicable law, to employ and compensate bond counsel,
financial consultants, and other advisers determined necessary by the Authonty m
connection with the issuance and sale of any Revenue Bonds;
(n) to contract for engineering, architectural, accounang, or other services
determined necessary by the Authoriry for the successful development of a Pubhc Capital
Improvement;
(o) to pay the reasonable costs of consulUng engineers, architects, accountants,
and construction, la~d-use, recreation, and enviranmental experts employed by any
sponsor or parricipant if the Authority determines those services aze necessary for the
successful development of Public Capital Improvements;
(p) to exercise any and all other specific powers confenetl by law.
Section 5.04. Restrictions on Exereise of Powers. The Authonty shall exercise its
powers in the manner provided in the Jomt Powers Law and in the Bond Law and, except for
those powers set forth m Article 4 of the Joint Powers Law, shall be subject (m accordance with
secrion 6509 of the 7oint Powers Law) to the same restrictions as are imposed upon the City in
the exercise of similar powers.
Section 5.05. Nqn-Li~bili~y Fpr Obligations of Authoritv. The debts, liabili~ies and
obhgahons of the Authoriry shall not be the debts, liabihties and obligarions of the C~ry or the
Agency. No member, officer, agent or employe~ of the Authority shall be individually or
personally liable for the payment of the principal of or premium or mterest on any obligations
of the Authority or be subject to any personal l~abiliry or accountability by reason of any
obligat~ons of the Authority. However, nothmg herein containe~ shall relieve any such member,
contractllmc%pa.4
~izsi9s 11
officer, agent or employee from the performance of any official duty imposed by law or by the
instruments authorizing the issuance of any obligations of the Authority.
Section 5.06. Indemnitv bv Authorit~ foc Litigation Exuenses of Officer. Director
or Fm~lovee. Should any director, officer or employee of the Authority be sued in his or her
official capacity in any proceeding arismg out of his or her alleged misfeasance or nonfeasance
in the performance of his or her duhes or out of any alleged wrongful act against the Authority
or by the Authoriry, mdemniry for such persons reasonable expenses incurred in the defense of
the proceedings, mcluding attorney's fees, may be assesseci agamst the Authority or its recerver
by the court in the same or a separate proceeding if the person sued acted in good farth and in
a manner such person reasonably believed to be in the best mterests of the Authority and, in the
case of a criminal proceeding, such person had no reasonable cause to believe his or her conduct
was unlawful. 1fie amount of such indemnity shall equal the amount of the expenses, including
attorneys' fees, incuned in the defense of the proceeding.
Seetion 5.47. Eacgcution of Contracts. The Boazd of D~rectors may authorize any
officer or officers, agent or agents, to enter into or execute any contract or instrument in the
name of and on behalf of the Authonry. Unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power to bind the Authority by any conuact or
engagement or to pledge its credit or to render it liable for any purpose or in any amount.
Section 5.08. ~scal Year. The Fiscal Year of the Authority shall commence on the lst
day of July of each year and shall end on the 30th day of June of the next succeeding year unless
and unhl changed by the Board of Directors.
:contracUlmc/3Pa.4
~~zs~95 12
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contribp~ions. The City and the Agency may in the appropriate
circumstance when required hereunder: (a) make contnhutions from their treasunes for the
purposes set forth herein; (b) make payments of pubhc funds to defray the cost of such purposes;
(c) make advances of pubi~c funds for such purposes, such advances to be repaid as provided
herein; or (d) use their personnel, equipment or property in heu of other contribut~ons or
advances. The provisions of se~t~on 6513 of the Califoriua Government Code are hereby
mcorporated into ttus Agreement.
Section 6.02. Accounts and Renorts. The Authority shall establish and maintain such
funds and accounts as may be required by good accauntrng practice. The books and records flf
the Authonry shall be open to mspection at all reasonable times by the City and the Agency and
their representatives. The Authority shall give an audited written report of all financial act~vities
for each Frscal Year to the City and the Agency within 210 days after the close of each Fiseal
Year.
The Treasurer, as controller of the Authority, shail either make or contract with a
certified public accountant or public accountant to make an annual audit of the accounts and
records of the Authority. In each case the minimum reyuirements of the audit shall be those
prescribed by the State Controller for special districts under 5ection 26909 of the Govemment
Code of the State of California and shall conform to generally accepted audidng standards.
When such an a~dit of an account and record is made by a certified public accountant or public
accountant, a report thereof shall be filed as a pubhc record with the City and the Agency a~d
with the county auditor of Los Angeles County. Such report shall be filed within 12 months of
the end of the Fiscal Year under examination. By unanimous request of the Board of Directors,
the annual audit may be repiaced witt- an audit covering a two-year penod.
Any costs of the audit required by this sect~on, including contracts with, or employment
of, certified pubhc accauntants or public accountants, shall be borne by the Authonty and shall
be a charge agamst arry unencumbered funds of tt~e Authority availab2e for the purpose.
Section 6.03. Funds. Subject to the apphcable provisions of any instrurnent or agreement
made by the Authority which may provide for a trustee or other fiscal agent 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 m accordance with generally
accepted accounting practrces and shall make the disbursements required by this Agreement or
to carry aut any of the pro~isions or purposes of this Agreement.
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~~ZSi9s 13
ARTICLE VII
TERM; DISSOLUITON
Section 7.01. Term. This Agreement shall become effechve, and the Authonty shall
come mto existence, on the date first wniten above; and this Agreement shall thereafter continne
in full force and effect until termic~ated pursuant to Sechon 7.02 hereof.
Section 7.02. T~rmination. This Agreement may be terminated by agre~ment of the
City and ttte Agency grovidec~ that at the nme of such termination the Aurhority has no Revenue
Bonds outstandmg and is not a party to any contract remaining m effe~t. Upon terminatian of
this Agreement, the Authonty shall be dissolved; and, after payment or provision for payment
of all debts and liabilities, the assets of the Authonry shall be distnbuted to the Ciry and the
Agency in such manner as shall be agreed upon by the City and the Agency.
.contracdlmc%pa 4
7/25/95 14
ARTICLE VIII
MiSCELLANEOUS PROVISIONS
Section 8A1. Notices. Notices hereunder shall be m wrihng and shall be sufficient if
delivered to the address of each party hereto set forth below or at such other address as is
pmvided by a party hereto in writang to the other party hereto.
City of Santa Monica
1685 Main Str~t
Santa Monica, California 90401
Attention: City Manager
Redevelopment Agency of the Ciry of Santa Monica
1685 Main Street
Santa Momca, California 904(31
Attentinn: Executive Director
Section 8.02. Section Headings. All secuon headings in this Agreement are for
convemence of reference only and are not to be construed as modifymg 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 m this Agreement any consent or approval is required,
the same shall not be unreasonably withheld.
Section 8.04. Law Governing. 17us Agreement is made in the State of Cahfornia under
the const~tution and Iaws of the State of Cahfornia, and is to be so construed according to the
law of the State of Cahfornia.
Section S.OS. Amendments. 1fie City and the Agency may amend this Agreement for
any purpose and at any time, or from fime to hme, except as limited by contract with the owners
of Revenue Bonds issued by the Authority or the owners of certificates of participation m
payments to be made by the Authority, the City, the Agency or a Local Agency or by applicable
regulauons or laws of any jurisdict~on having authonty.
Section $.06. Enforcement b~ Authority. The Authonty is hereby authorized to take
any or all legal or equitable actions necessary or permitted by law to enforce this Agreement.
Section 8.07. Counteruarts. Tt~is Agreement may be executeci in any number of
counterparts. Each counterpart shall be deemed to be an ongmal, and all together shall consatute
one and the same Agreement.
:conuactllmc/~pa.a
~~25~95 15
Section 8.08. Successors. This Agreement shall be bmding upon and shall inure to the
henefit of the successors of the City and the Agency. No party hereto may assign any nght or
obligation hereander withoat the written conset~t of the othex party hereto.
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7l25/95 16
Iti `VIT1VE55 ~'VHEREOF, the undersigned have caused [his Agreemen[ co be executed
by theu praper officials thereunto duly authonzed
(Seal)
ATTEST.
~/[~-If.~~r
~ Beth ~anche-z, Actm ity Clerk
CITY OF SANTA MONICA
~~~ _ .
John Jahli, C~ty Manager
REDE`'ELOP:4iENT AGENCY OF THE
CTTY OF Sa\TA 1~iO~IC~
f~, ~.~ .
(Seal)
7ohn Jalih, Executive Director
.~TTEST
~~~
` B~.th S'anchez, Act~ng cretary
APPROVED AS TO FORI~~:
~ ~ ~~
:~4arsha es ?bloutrie, City Attomey
and Agency Attorney
-14-