SR-CC/RA-2 (5)
c'C/RA"2
FIN:CA:CMD:sd\f:\f~nance\admin\stfrpts\sr725.95 JUl 2 5 1995
Council Meeting: July 25, 1995 Santa Monica, CalJ.forn~a
STAFF REPORT
TO: Mayor and City Council
Chairperson and Redevelopment Agency Members
FROM: City Staff
SUBJECT: Adoption of Resolution Approving the Ref~nancing of 1985
Airport Certificates of Part~cipat~on (COP's) and
Authorizing an Appropriate Notice to be Sent to the COP's
Trustee, and Adoption of Resolutions and Agreement
Establishing the Santa Monica Public Financing Authority
INTRODUCTION
This is to recommend that. a) City Council adopt the resolution at
Attachment A approving refinancing of the 1985 Airport Certificates
of Partic~pation (COP's), and authorizing the City Manager and
Director of Finance to so not~fy the cap's Trustee on or before
August I, 1995; and b) the City Council and Redevelopment Agency
adopt the resolutions and agreement at Attachment B, establishlng
the Santa Mon~ca Public F~nanc~ng Authority (SMPFA), a j olnt powers
author1ty of the C~ty and the Clty'S Redevelopment Agency.
The 1985 COP's were issued at an interest rate of 9.11%. As
interest rates have declined since 1985, it 1S in the economic
interest of the City to ref~nance these COP's as of the f~rst
legally allowed refinance date of October I, 1995.
It is necessary to establish the SMPFA to implement an appropriate
financing structure to ref~nance the 1985 COP's.
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JUL 2 5 1995
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BACKGROUND
A Certificate of Participation ~s a financing mechan~sm, much like
a bond, WhlCh is evidence that the investor owns an interest in a
lease held by a Trustee who is to receive payments from the C1ty as
the lessee. This has been a standard method for governmental
entities to raise capital to construct fac1lities.
In 1985, the City issued $4,625,000 of Certificates of
Participatlon (COP's) to finance the construction of a new Airport
Adminlstration Build1.ng and a Specialty/Limlted Fixed Base Operator
Hangar ("Airport Facilities") .
The financing structure of the existing COP's 1S a lease and lease
back arrangement. Under this arrangement, the City ground leased
( "exlst1ng lease" ) a portion of the Airport upon which the two
structures were built to Securlty Pacif1c National Bank, as Lessor.
The Lessor then agreed to finance and arrange constructlon of the
Airport Facllities, sublease the slte and lease the Airport
Facilities back to the City, and assigned its right to recelve
lease payments from the City to Bank of Amerlca National Trust and
Savings Association, as Trustee. The City, however, managed the
construction of the Airport Facillties pursuant to an agreement
with the Lessor.
Flnally, under the Trust Agreement among the City, Lessor, and
Trustee, the Trustee issued fractional and proportionate lnterests
in the City lease payments WhlCh were sold to an underwrlter for
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subsequent re-sale to the public. The fractional and proportionate
interests were represented by Cert1.ficates of Partic1.pation
( II COP's II) . Investors holding the COP's rece1.ve payment from the
Trustee from periodic lease payments made by the C~ty to the
Trustee. At the end of the lease per1.od, in fiscal year 2007-08,
ownership of the A1.rport Facil~ties is transferred to the City from
the Trustee.
REFINANCING OF 1985 CERTIFICATES OF PARTICIPATION
To take advantage of current lower interest rates, the C1.ty can
refinance the 1985 Cert~ficates of Participation by prepaY1ng to
the Trustee all rema~ning lease payments outstand1.ng under the
existing lease, plus a premium of 2.5% on the outstand~ng lease
payments. In turn, the Trustee redeems all COP's by pass1.ng these
payments on to current COP holders. The lease prepayment and
premium would be f~nanced by the issuance of new Certificates of
Partic1.pation.
Under terms of the exist1.ng lease, the City may prepay the
remaining outstanding lease payments effective October 1, 1995 (the
flrst possible date to do so under the terms of the existing lease)
provided that the Trustee is notified by the City on or before
August I, 1995 and provided that the current COP's holders are so
notified on or before September I, 1995 by the Trustee.
The resolution at Attachment A in1.tiates the refinancing by
authorizing the necessary prepayment of remaining outstanding lease
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payments and redemption of all existing COP's by the Trustee, the
issuance of new COP's, and the City Manager and Finance Director to
appropriately notify the Trustee.
Staff will return to Council on August 8, 1995 to present for
approval the various documents and actions necessary to ~mplement
the lease refinancing and to sell new COP's.
ESTABLISHMENT OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY
Under the ex~sting financ~ng structure for the 1985 COP's, Security
Pac~fic National Bank acted as Lessor, as descr~bed above. As a
matter of current pract~ce, banks no longer perform thlS function.
Therefore, in order to properly structure this ref~nanc~ng, ~t ~s
necessary to establish a joint powers authority between the C~ty
and the City's Redevelopment Agency (RDA) to act as Lessor. The
RDA was selected as the other party to the joint powers author~ty
because the RDA has the necessary legal authority to part~cipate in
the act~ons encompassed by this refinancing, whereas other Santa
Monica governmental entities do not have the necessary legal
authority. Similar Author~ties have been established ~n other
jurisdictions.
At Attachment B, for Counc~l and RDA approval, are the necessary
resolutlons and a Joint exerClse of powers agreement to establish
the Santa Mon~ca Public Financing Authority.
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BUDGET AND FINANCIAL IMPACT
Techn~cal budget adjustments, associated with implementation costs
which will be financed through the refinancing of the 1985 COP's,
will be recommended when staff returns to Council on August 8,
1995.
The 1985 COP r s were issued at an interest rate of 9 11%. Under
current market conditions, it is estimated that new COP's can be
issued at an ~nterest rate of from 4 5% to 5.0%. This will result
in a net present value debt service payment sav~ngs of
approximately $.7 million, which is about 16.8% of the current
COP's, over the remain~ng life of the COP's.
RECOMMENDATION
It ~s recommended that: a) the City Council adopt the resolution at
Attachment A to author~ze the refJ..nancing of 1985 Airport
Cert~ficates of Participation (COP's) by their redempt~on and the
issuance of new COP's, and the send~ng of an appropr~ate notice to
the COP's Trustee on or before August I, 1995i and b) the City
Council and Redevelopment Agency adopt the resolutions and approve
the agreement which are at Attachment B, to establ~sh the Santa
Monica Public Financing Authority.
Prepared by: Mike Dennis, Director of Finance
Linda Mills-Coyne, Deputy CJ..ty Attorney
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ATTACHMENT A
ATTACHMENT B
ATTACHMENT A
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FIN:CA:CMD:kf:finance\admin\stfrpts\aircop.res
Council Meeting Date: July 25, 1995 Santa Monica, California
RESOLUTION NO. 8922 (CCS)
(CITY COUNCIL SERIES)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA APPROVING THE REDEMPTION OF
CERTIFICATES OF PARTICIPATION AND OTHER
MATTERS RELATED THERETO
WHEREAS, in order to finance certain airport facilities (the
"Airport Facilities"), the City of Santa Monica (the UCity") caused
to be executed and delivered $4,625,000 aggregate principal amount
of Certificates of Participation ("COP" or IIprior certificatesU)i
WHEREAS, the City currently leases the Airport Facilities and
the real property on which they are located (collectively, the
"Propertyll ) pursuant to a Lease Agreement, dated as of October 1,
1985 (the "Prior Lease");
WHEREAS, the Prior Certificates were executed and delivered
pursuant to a Trust Agreement, dated as of October 1, 1985 (the
"Prior Trust Agreement"), among Bank of America National Trust and
Savings Association, as trustee (lithe Trustee") , -the city and
Security Pacific National Bank, as lessor;
WHEREAS, the Prior Certificates represent proportionate
interests in the lease payments to be made by the City under the
Prior Lease;
WHEREAS, in order to achieve certain savings, the city desires
to exercise its option to prepay lease payments payable under the
Prior Lease (thereby releasing the Property from the Prior Lease),
and then to lease the Property pursuant to a new Lease Agreement to
be entered into by the City (the uLease Agreement");
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WHEREAS, the C~ty has determ~ned that it would be ~n the best
interests of the City to prov~de the funds necessary for the City
to exercise its opt~on to prepay lease payments payable under the
Prlor Lease through the sale and del~very of cert~f~cates of
partlclpation (the "Certificatesll) evidenclng proportlonate
lnterests in the base rental payments to be made by the Clty under
the Lease Agreement;
WHEREAS, Section 404{c} of the Prior Lease provides that the
City's option to prepay lease payments under the Prlor Lease may be
exerclsed by the City giv~ng written notice to the Trustee of the
exerClse of such optlon on or before the August 1 prlor to the
selected payment date and flllng with sa~d not~ce a certlfied copy
of a resolution of the City approv~ng the issuance of refundlng
bonds or notes, the proceeds of which pursuant to such resolutlon
are required to be applied to redemption of the Prior Certiflcates
and are sufflclent to redeem the Prlor Certiflcates at the premlums
payable as provided in the Prior Trust Agreement on the date flxed
for redemptlon thereof;
WHEREAS, the City desires to so exercise said option;
NOW, THEREFORE, BE IT REBOL VED , by the City Council of the
City of Santa Monica as follows:
SECTION 1. The City hereby elects to exercise ~ts optlon to
prepay lease payments under the Prlor Lease and approves the
redemptlon of all of the outstanding Prlor Certificates on October
1, 1995 (the Redemptlon Date") at a redemption price equal to the
principal amount payable with respect thereto, together wlth a
premium of 2~% of the total amount redeemed, and accrued lnterest
to the Redemption Date.
SEcrION 2 The City Council hereby approves the executlon and
delivery of the Certlflcates in an amount sufflcient to redeem the PY10r
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Certificates on the Redemptlon Date at the redemptlon prlce
descrlbed ln Section 1 hereof. The proceeds of the Certificates
shall be applled to the redemptlon of the Prior Certlflcates on the
Redemption Date.
SECTION 3. The City Manager of the Clty and the Finance
Dlrector of the City are each hereby authorized and directed, for
and on behalf of the City, to give wrltten notlce to the Trustee,
on or before August 1, 1995, of the City's exercise of ltS optlon
to prepay said lease payments ln accordance with the provlslons of
the Prlor Lease. The City Manager of the Clty and the Finance
Dlrector of the City are each hereby authorized and directed to
file wlth said notlce a certified copy of thlS Resolution.
SECTION 4. All actions heretofore taken by the officers,
employees and agents of the Clty wlth respect to the redemptlon of
the Prior Certificates are hereby approved, conflrmed and ratlfled.
SECTION 5. The Clty Clerk shall certify to the adoptlon of
thlS Resolution and thenceforth and thereafter the same shall be in
full force and effect.
APPROVED AS TO FORM:
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Moutrie, City Attorney
Adopted and approved thlS 25th day of July 1995.
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Adopted and approved thIS 25th of July, 1995
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Mayor
I hereby certlfy that the foregomg ResolutIOn 8922 (CCS) was duly adopted at a meetmg
of the CIty CouncIl held on the 25th of July, 1995 by the followmg vote
Ayes CouncIl members Abdo. Genser, Holbrook. Ebner, Rosenstem
!\oes CouncIl members None
Abstam CouncIl members None
Absent Council members Greenberg. O'Connor
ATTEST
/
CIty Clerk
ATTACHMENT B
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FIN:CA
\ Council Meeting Date: July 25, 1995 Santa MOnIca. Cahforma
RESOLUTION NO. 8923(CCS)
(CITY COUNCIL SERIES)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA AUTHORIZING THE EXECUTION AND
DELIVERY OF A JOINT EXERCISE OF POWERS
AGREEMENT WITH THE REDEVELOPMENT AGENCY
OF THE CITY OF SANTA MONICA .
WHEREAS. agenCIes formed under Article 1 (commencmg WIth section 6500) of
Chapter 5, DIVISIon 7, TItle 1 of the CalifornIa Government Code (the "Joint Powers Law") are
pennttted to provIde fmancmg for any of their members or other local pubhc agenCIes in the
State of CahfomIa m connectIOn WIth the acqUlsIbon, canstruCbon and rmprovement of pubhc
capItal Improvements. workmg capItal reqUIrements or habIhty or other insurance needs of such
members or other local agencles~
'VHEREAS, the CIty of Santa Momca (the "CIty") and the Redevelopment Agency of
the CIty of Santa Momca WIsh to fann an agency under the Jomt Powers Law, to be known as
the Santa MOnIca Pubhc Financmg Authonty, for the purpose of providmg an enbty which can
asSist In provldmg financmg for purposes which are authonzed under the J omt Powers Law; and
WHEREAS~ there has been prepared and submitted to this meetmg a form of Jomt
ExerCIse of Powers Agreement (such Jomt ExerCise of Powers Agreement m the form presented
to dus meeting, WIth such changes, mserllons and omISSIOns as are made pursuant to thIS
Resolul1on, bemg referred to herem as the "Jomt ExerCIse of Powers Agreement")~
NOW, THEREFORE~ BE IT RESOLVED by the CIty Council the Cay of Santa
MOnIca as follows
Section 1. The Jomt ExerCIse of Powers Agreement, In substanttally the form submitted
to thIS meetmg and made a part hereof as though set forth herein, be and the same IS hereby
approved The Mayor of the CIty, or such other member of the City CouncIl as the Mayor may
deSIgnate, the CIty Manager of the City and the DIrector of Fmance of the CIty (the uAuthonzed
Officers") are each hereby authonzed and duected, for and m the name of the City. to execute
and delIver the Jomt ExerCise of Powers Agreement m the fonn submmed to tlus meetrng, With
such changes, mserl10ns and omIssions as the Authonzed Officer execubng the same may requue
or approve, such reqUlrement or approval to be conclUSIVely eVidenced by the .executIon of the
J omt ExerCise of Powers Agreement by such Authorized Officer.
Section 2. The officers and employees of the City are hereby authonzed and directed to
take all actIOns and do all things necessary or deSirable hereunder With respect to the fonnation
of the Santa MOnIca Pubhc Fmancing Authonty, mcludmg but not limIted to the executIOn and
dehvery of any and all agreements, certifIcates, Instruments and other documents, which they. or
any of them, may deem necessary or deSIrable and not inconSIstent WIth the purposes of this
ResolutlOn.
Section 3. The CIty Clerk shall certIfy 10 the adopbon of thIS ResolutIOn and thenceforth
and thereafter the same shall be m full force and effect.
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APPROVED AS TO FORM:
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Marsha Jones Moutne, CIty Attorney ,
Adopted and approved tlus 25th day of July 1995.
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Adopted and approved thiS 25th of July, 1995
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Mayor
I hereby certify that the foregomg ResolutiOn 8923 (CCS) was duly adopted at a meetmg
of the City Councll held on the 25th of July_ 1995 by the followmg vote
Ayes CouncIl members Abdo,Genser. Holbrook,Ebner, Rosenstem
Noes CouncIl members None
AbstaIn CouncIl members None
Absent CouncIl members Greenb erg, 0' Connor
ATTEST
MkdPv
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City Clerk
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JOINT EXERCISE OF POWERS AGREEMENT
July 25, 1995
SANf A MONICA PUBLIC FINANCING AUTHORITY
contractllmc/Jpa 4
7/25195
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SectIon 1. 0 1. Definitions . . . . . . . . .... .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 2
ARTICLE II
GENERAL PROVISIONS
SectIon 2.01. Purpose ...... .. .... II- .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. .. .. .. .. .. .. .. .. 4
Section 2.02. Creation of Authonty . . . .. .. .. .. .. . .. .. .. .. .. . .. .. .. .. .. . . . .. . . . 4
ARTICLE III
BOARD OF DIRECTORS
SectIon 3 01. Board of DIrectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SectIon 3.02. Powers . . . . . .. .. . . .. .. . .. . .. .. . .. . . .. .. .. . . . .. . .. . . 5
SectIon 3 03. Compensanon .. .. .. . . .. . .. . . . .. .. .. . . .. . .. .. . . . .. .. .. .. .. .. .. .. .. 5
SectIon 3.04. MeetIngs of the Board of DIrectors . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV
OFFICERS EMPLOYEES AND AGENTS
Secnon 4.01. Officers ..................................... 7
Secnon 4.02. DeSIgnation of Officers . . . . . . .. . .. .. .. .. . .. .. .. .. . . .. . .. .. 7
Secnon 4.03. Subordmate Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Secnon 4.04. Executlve DIrector . . . . . . . . . . . .. .. .. .. .. .. .. .. .. . .. .. .. . . . .. .. .. 8
Secnon 4.05. Secretary .. .. .. .. .. . . . .. .. . .. . . . . . .. .. .. .. . .. . . .. .. . .. . .. .. .. 8
SectlOn 4.06. Treasurer .. ,.. ,.. .. .. .. .. .. .. II . . . .. .. .. .. .. . .. .. .. .. . .. . . . .. . .. . . .. .. 8
Section 4.07. Officers m Charge of Records, Funds and Accounts .. . .. .. . .. . .. .. .. 8
Section 4.08. Authority Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.09. ASSIStant Officers ... ....... ...... .......... ........ II 9
Section 4.10. Employees, Agents and Independent Contractors . .. .. .. .. .. .. . . . 9
Section 4.11. pnvIleges and Immunities; No Employment by City or Agency . . 9
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ARTICLE V
POWERS
SectIon 5.01. General Powers. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 10
SectIon 5.02. Power to Issue Revenue Bonds. . . . . . . . . . . . . . . . . . . . . . 10
SectIon 5.03. SpecIfic Powers . . ... . .. ... . .. .. .. .. . .. . . . . II . .. . . ... .. . .. . . . 10
SectIon 5.04. Restrictions on ExercIse of Powers . . . . . . . . . . . . . . . . . . . 11
Section 5.05. Non-Liability For ObhgatIons of Authonty . . . . . . . . . . . . . .. 11
Section 5.06. Indemmty by Authonty for LItIgatIOn Expenses
of Officer, Duector or Employee . . . . . . . . . . . . . . . . . . . . . 12
Section 5.07. Execution of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SectIon 5.08 FISCal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
SectIon 6.01. Contributions. . . .. .. .. . . . .. .. .. .. I . . . .. .. . .. .. . . .. .. . . .13
SectIon 6.02. Accounts and Reports. ......................... . 13
SectIon 6.03. Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VII
TERM; DISSOLUTION
Section 7.01. Term. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . . . . . . . . . . . . . . . . . . . 14
Section 7.02. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Notices. ...................... . . . . . . . . . . . . . 15
Sectlon 8.02. Section Headmgs. ............................... 15
SectIon 8.03. Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Sectlon 8.04. Law Governmg. ................................ 15
SectIon 8.05. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SectIon 8.06. Enforcement by Au th on ty . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SectIon 8.07. Counte~s. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SectIon 8.08. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
JOINT EXERCISE OF POWERS AGRRRMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement"), dated as
of July 25, 1995, IS by and between the CITY OF SANTA MONICA, a municIpal corporatIon
duly organized and eXIstmg under and by VIrtue of the laws of the State of Califorma (the
"CIty"), and the REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, a
publIc body corporate and politic organized and existIng under the laws of the State of California
(the" Agency");
WIT N E SSE T H:
WHEREAS, agenCIes formed under Article 1 (commencmg with sectIon 6500) of
Chapter 5, DIviSIon 7, TItle 1 of the CalIfornIa Government Code (the "Jomt Powers Law") are
permitted to provide financmg for any of theIr members or other local pubhc agencies in the
State of CalIfornIa in connectlon WIth the acqUISItion, construction and Improvement of pubhc
capItal improvements, working capital reqUIrements or liability or other msurance needs of such
members or other local agencIes; and
WHEREAS, the City and the Agency wish to form an agency under the JOInt Powers
Law, to be known as the Santa MOllIca PublIc Financmg Authonty, for the purpose of providing
an entIty WhIch can assist In proVIding financing for purposes which are authorized under the
Jomt Powers Law;
NOW, THEREFORE, in conSIderatIOn of the above premIses and of the mutual
promises herem contained, the CIty and the Agency do hereby agree -as follows:
contractJlmc/Jpa 4
7/25/95 1
The proven effectIveness of these storm water management programs is eVIdenced by Improved
condItIons In the Bay Based on Heal the Bay's annual report card which grades storm dram out-
falls, the Pico-Kenter out-fall has improved from an F to Band C grades over the past four years
However, Without an adequate and rehable source of fundmg for these efforts the CIty of Santa
Monica will not be able to continue Its current program activities beyond FY 1995-96
On July 11, 1995, CIty CouncIl approved for mtroduction and first readmg an ordmance to
estabhsh a Stormwater Management User Fee as a fundIng source for storm water management
actIvities, mcludmg maintenance and penodlc upgrades and replacement to the storm dram
system, catch baSIn cleamng, publIc educatIon and outreach, pollutlOn control enforcement, and
other cost-effective programs that help reduce the volume and tOXICity of urban runoff pollutIon.
The second reading of thIS ordmance IS scheduled for July 25, 1995.
CURRENT FIJl\l))ING FOR STORM\V A TER PROGRAMS
These essential stormwater management actlvitIes have histoncally been financed by the
Wastewater Enterpnse Fund, which is supported by bimonthly servIce charges on the utilIty bIlls
of water customers In the CIty. It IS estImated that approximately $1.2 mIllion of Wastewater
fund revenues would be needed annually to cover the costs of storm water management actIvIties
over the next 4 years. Fundmg these storm water management costs through wastewater revenues
IS no longer recommended for the followmg reasons.
Equity -- Wastewater bills are based on a customer's water usage rather than amount of
runoff generated by a gIVen parcel of land, therefore the amount paId does not reflect the
level of use and the benefits receIVed from the storm water system by the property owner
Under thIS system, water customers are subsid1Z1ng the costs of storm water management
for large propertIes. For example, parcels With large lmpervlOus areas, such as the
Auport, are responSIble for a much more sigmficant portIon of storm runoff than IS
reflected by theIr proportionate water usage.
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Reliahility of Revenue -- State and Federal regulations reqUlre that the CIty's wastewater
rates be stnctly tied to the operatIons and capItal costs for the sewer system only Because
of tius, the State Water Resources Control Board strongly dIscourages fundmg the Cay's
stormwater actIvIties from the wastewater rates. Also, wastewater fund revenues are
subject to slgmficant fluctuatIOns due to changes in water demand winch can negatively
Impact the CIty'S ablhty to Implement stormwater programs.
Over the past two years, staff have investigated various alternatives for stormwater management
fmancmg In order to ensure adequate revenues to contmue and expand the CIty'S stormwater
pollutIon control efforts. It has been concluded that the creation of a storm water enterprise fund
IS the best method aVaIlable to allocate costs fauly and to proVide reliable fundmg. The
underlying pnnclple of thiS method of allocatmg stormwater costs IS that each parcel of real
property in the City uses the storm dram system and costs are dIstnbuted In direct proportIon to
the amount of runoff generated The proposed fee remedies many meqmues in the way the CIty
currently funds the stormwater program. TIus IS the same methodology used by most storm water
enterprises In CalifornIa and elsewhere.
BENEFITS OF ESTABLISHING A STO~nV A TER ENTERPRISE
A storm water enterpnse will allocate the costs of stonnwater management by creatmg a CitYWIde
Stonnwater Management User Fee based on the Size and land use of each parcel In the CIty. This
method of financmg offers Important benefits to the Santa Momca community.
(I) PoUution Control Enhancements -- CntIca1 stonnwater pollution control efforts which are
now in the planmng stages Will not be Implemented Without a new source of funding.
These efforts mclude the proposed dry weather flow treatment facIl1ty r the mtenm
chversIOn of flows from the PIer storm dram to the sewer system, enhanced catch basin and
street cleamng, and monitonng and enforcement of the City's Urban Runoff Ordmance.
These programs are all necessary to achIeve the goals and targets of the CounCil adopted
Sustainable City Program.
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ARTICLE n
GENERAL PROVISIONS
Section 2.01. PUl'~ose. TIns Agreement is made pursuant to the Jomt Powers Law and
provides for the joint exerCIse of powers common to the CIty and the Agency, and for other
purposes as permitted under the Jomt Powers Law and the Bond Law. The purpose of tlns
Agreement IS to prOVIde for the financing or refinancmg of Pubhc Capital Improvements for,
and Working CapItal ReqUirements of, any Local Agency through the acquisitIon by the
Authonty of such Public CapItal Improvements, the purchase by the Authority of ObligatIons
of any Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the
Authonty to a Local Agency or the entering into of contractual arrangements by the Authonty
wIth a Local Agency.
Section 2.02. Creation of Authoritv. Pursuant to the Jomt Powers Law, a pubhc entity
IS hereby created to be known as the" Santa Monica Pubhc Fmancmg Authonty" The Authonty
shall be a public entlty separate and apart from the CIty and from the Agency, and It shall
admmister tlns Agreement.
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ARTICLE ill
BOARD OF DIRECTORS
Section 3.01. Board of Directors. The Authonty shall be admInistered by a Board of
Directors, WhICh shall be comprised of seven members, unless and until changed by amendment
of thIs Agreement.
Each member of the City 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 member of the City
Council shall serve, during the period in which he or she serves in such capacity, as a member
of the Board of DIrectors.
Each member shall assume membershIp on the Board of Directors upon his or her
becommg a member of the CIty Council, WIthout any further act by any person, body or entIty.
Each member shall hold membershIp 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 exprres, 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 act by
any person, body or entIty.
The Mayor of the CIty shall be ChaIrperson of the Board of DIrectOrs; and such
ChaIrperson shall preSIde at all meetlngs of the Board of Directors. The Mayor Pro Tempore
of the CIty shall be the Vice Chairperson of the Board of Duectors; and such Vice Chairperson
shall preSIde at meetings of the Board of DIrectors dunng the absence or dIsabIlIty of the
ChaIrperson.
Section 3.02. Powers. Subject to the lImitations 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
property controlled and Its affairs conducted by the Board of Directors of the Authority.
Section 3.03. Compensation. The Board of Directors may set the amount of
compensation, if any, to be paid to members of the Board of Drrectors for their attendance at
meetlngs of the Board of DIrectors
Section 3.04. Meetinf!:s of the Board of Directors. (a) Call. Notice and Conduct of
Meetzngs. All meetmgs of the Board of Directors, includmg without limitation, regular,
adjourned regular and special meetings, shall be called, noticed, held and conducted m
accordance WIth the proVISIons of sections 54950 et seq. of the California Government Code,
known as the Ralph M. Brown Act.
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(b) Regular Meetings. If the Board decides to hold regular meetings, such regular
meetIngs shall be held at such time as the Board of Duectors may fix by resolutIon from tIme
to time. The Board may adjourn or readjourn any regular meetIng to a date certain, which shall
be specified In the order of adjournment; and when so adjourned, each adjourned meetIng shall
be a regular meeting for all purposes.
(c) Special Meetings. Special meetings of the Board of Directors shall be held whenever
called by the Charrperson of the Board of Duectors, the Executive Director of the Authonty or
by a majority of the members of the Board of Duectors and shall be held at locatIons, upon
notice, and in accordance With procedures as permitted by law.
(d) Quorum. A majonty of the members of the Board of Directors shall constItute a
quorum for the transaction of business, except that less than a quorum may adjourn from lime
to tIme. The affirmative votes of at least a majority of the members of the Board of Directors
shall be required to take any action by the Board of Directors. Every act or decision done or
made by a maJonty of the members of the Board of Drrectors shall be the act of the Board of
DIrectors.
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ARTICLE IV
OFFICERS, DIPWYEES AND AGENTS
Section 4.01. Officers. The officers of the Authority shall be an Execunve Drrector,
a Secretary, a Treasurer and such other officers as the Board of Directors may appoInt.
Section 4.02. Desienation (If Officers. The City Manager of the City shall be the
Executive DIrector of the Authonty. The Executive Director of the Authonty shall always be
the person then servIng as CIty Manager of the City; and each person who, currently or m the
future, serves as City Manager of the City shall be Executive Director of the Authonty dunng
the period in which he or she serves as City Manager of the City. A person shall become
ExecutIve Director of the Authority upon his or her becoming City Manager of the City, WIthout
any further act by any person, body or entity. A person shall serve as Executive DIrector of the
Authority untIl he or she resIgns, 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
Authority without any further act by any person, body or entIty.
The City Clerk of the City shall be the Secretary of the Authority. The Secretary of the
Authonty shall always be the person then serving as City Clerk of the City; and each person
who, currently or In the future, serves as City Clerk of the City shall be Secretary of the
Authonty dunng the period In which he or she serves as City Clerk of the City. A person shall
become Secretary of the Authority upon hIS or her becoming City Clerk of the City, without any
further act by any person, body or entIty. A person shall serve as Secretary of the Authority
until he or she resigns, is removed or for any other reason no longer serves as CIty Clerk of the
City, at whIch time he or she shall cease to be the Secretary of the Authority without any further
act by any person, body or entity.
The Director of Finance of the City shall be the Treasurer of the Authority. The
Treasurer of the Authority shall always be the person then servrng as Director of Fmance of the
City; and each person who, currently or In the future, serves as Director of Finance of the City
shall be Treasurer of the Authonty dunng the penod In which he or she serves as Drrector of
Finance of the CIty A person shall become Treasurer of the Authonty upon lus or her
becoming Director of Finance of the City, without any further act by any person, body or entity.
A person shall serve as Treasurer of the Authonty unW he or she resigns, is removed or for any
other reason no longer serves as Director of Finance of the City, at whIch tIme he or she shall
cease to be the Treasurer of the Authority WIthout any further act by any person, body or entIty.
Section 4.03. Subordinate Officers. The Board of Directors may elect or authorize
the appomtment of such officers other than those herein 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 are provided In this Agreement, or as the Board of Directors may
prescnbe.
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Section 4.04. Executive Director. The ExecutIve Director shall be the chIef executive
officer of the Authority and shall supervise, dIrect and control the business and officers of the
Authority subject to control by the Board of Drrectors. He or she shall be an ex officio member
of all standmg comnnttees, have the general powers and duties of management of the Authonty,
and shall have such other powers and dutIes as may be prescribed by the Board of Directors or
tlus Agreement.
Section 4.05. Secr~tary. The Secretary shall keep or cause to be kept minutes of all
meetings of the Board of Directors. The minutes shall include the tIme and place of holchng,
whether regular or special, and If SpecIal, how authonzed, the notice thereof gIven, the names
of the DIrectors present, and a descriptIon of the proceedmgs, including all actions taken by the
Board. The Secretary shall keep the mmutes or cause them to be kept in a minute book WhICh
shall be mamtained at the Agency's pnncIpal office or such other place as the Board of Drrectors
may prescnbe. The Secretary shall gIve or cause to be given notIce of all meetmgs of the Board
of DIrectors, shall keep the Authonty records In safe custody and shall have such other powers
and perform such other dutIes as may be prescnbed by the Board of DIrectors or this
Agreement.
Section 4.06. Treasurer. Subject to the applicable prOVIsions of any mdenture or
resolutIon providmg for a trustee or other fiscal agent, the Treasurer IS designated as the
depoSItory of the Authority to have custody of all the money of the Authonty, from whatever
source, and, as such, shall have the powers, dutIes and responsibIhties specIfied in Sechon
6505.5 of the Jomt Powers Law. The Treasurer IS hereby designated as controller of the
Authonty and, as such, shall have the powers, dutIes and responsibilIties specified In SectIon
6505.5 of the Joint Powers Law. The controller of the Authority shall draw checks to pay
demands agamst the Authority when the demands have been approved by the Authonty. The
CIty shall determine the charges to be made agamst the Authority for the serVIceS of the
Treasurer.
Section 4.07. Officers in CharSle of Records. Funds and Accounts. The Treasurer
IS designated as the public officer or person who has charge of, handles, or has access to any
property of the Authonty; and he or she shall file an official bond in the amount of at least
$25,000 as reqUIred by Sechon 6505.1 of the Joint Powers Law. Such bond may be maintamed
as a part of or in conjunction WIth any other bond maintained on such person by the City, it
bemg the Intent of thIS Section 4.07 not to reqUIre bonding winch overlaps or duphcates those
bondmg requrrements whtch are otherwise applIcable to the City.
Section 4.08. Authority CQ~nsel. The City Attorney of the CIty shall serve as AUthonty
Counsel
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Section 4.09. Assistitnt omce~. The Board of Drrectors may appoint additional persons
to assist and to act in the place of the Secretary, Director of Fmance, Treasurer or other officers
of the Authority as the Board of Directors shall from time to tIme deem appropnate.
Section 4.10. Emnlovees. A2ents and Indenendent Contractors. The Board of
- - - -
Directors shall have the power to engage such employees as may be necessary or appropnate
for the purposes of tins Agreement. The Board of DIrectOrs shall also have the power to engage
such agents and mdependent contractors as may be necessary or appropriate for purposes of tins
Agreement.
Section 4.11. Privile2es and Tmmunities: No FnllJlovment bv City or A2encv. All
- - - - - --
of the pnvileges and Immunities from hability, 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 respectIve functIons shall apply to the same extent while they are engaged in
the performance of functIons and dutIes covered by this Agreement. Similarly, all penSIon,
relIef, disabihty, 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 m 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
Authority to be employed or engaged by the City or the Agency or, by reason of Ins or her
employment or engagement by the Authonty, to be entitled to receive any of the benefits
conferred on employees 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 othefWlse permitted under the Jomt Powers Law
and necessary to the accomphshment of the purposes of this Agreement, subject to the
restnchons set forth m Section 5.04.
As prOVIded in the Jomt Powers Law, the Authonty shall be a pubhc entIty separate from
the CIty and the Agency. The Authonty shall have the power to finance or refinance 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
Authonty of Obligations of any Local Agency pursuant to Bond Purchase Agreements, the
lendmg of funds by the Authonty to a Local Agency or the entering mto of contractual
arrangements by the Authonty with a Local Agency.
Section 5.02. Power to Issue Revenue Bonds. The Authonty shall have all of the
powers provided in the Jomt Powers Law, includmg but not hInlted to ArtIcle 4 of the Jomt
Powers Law (commencmg with sectIon 6584), and mcluding the power to Issue Revenue Bonds
under the Bond Law.
Section 5.03. S!)ecific Powers. The Authonty, in Its own name, is hereby authonzed:
(a) to make and enter mto contracts;
(b) to employ agents or employees;
(c) to acqUlre, construct, manage, mamtain or operate any Public CapItal
Improvement, including the common power of the CIty and the Agency to acqmre any
Public CapItal Improvement by the power of emment domam;
(d) to sue and be sued in its own name;
(e) to mcur debts, habilitIes or obhganons, provided that no such Revenue Bond,
debt, liability or obhganon shall constItute a debt, hability or obligatIon of the CIty or
the Agency;
(0 to apply for, accept, receive and dIsburse grants, loans and other aids from
any agency of the United States of Amenca or of the State of California;
(g) to invest any money in the treasury pursuant to section 6505.5 of the Jomt
Powers Law that IS not required for the immediate necessities of the Authonty. as the
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Authority detemllnes IS adVlsable, in the same manner and upon the same conditlons as
local agencies, pursuant to sectlon 53601 of the California Government Code;
(h) to apply for letters of crecht or other forms of financIal guarantees m order
to secure the repayment of Revenue Bonds and enter mto agreements in connectlon
therewIth;
(1) to carry out and enforce all the provISIons of tlns Agreement,
(j) to make and enter mto Bond Purchase Agreements;
(k) to purchase Obhgatlons of any Local Agency;
(1) to engage the servIces of private consultants to render profesSIonal and
techmcal assistance and adVIce in carrying out the purposes of thIS Agreement;
(m) as provided by applIcable law, to employ and compensate bond counsel,
financIal consultants, and other advisers deternuned necessary by the Authonty III
connectlon WIth the Issuance and sale of any Revenue Bonds;
(n) to contract for engmeering, archItectural, accounting, or other servIces
determmed necessary by the Authority for the successful development of a Public CapItal
Improvement;
(0) to pay the reasonable costs of consulting engineers, archItects, accountants,
and construction, land-use, recreatIon, and environmental experts employed by any
sponsor or participant if the Authonty determines those services are necessary for the
successful development of PublIc CapItal Improvements,
(P) to exerCIse any and all other specific powers conferred by law.
Section 5.04. :R~rictions on Exercise Qf Powers. The Authonty shall exercise its
powers III the manner provided m the Jomt Powers Law and III the Bond Law and, except for
those powers set forth m ArtIcle 4 of the Joint Powers Law, shall be subject (in accordance WIth
section 6509 of the Jomt Powers Law) to the same restnctions as are Imposed upon the CIty in
the exercise of similar powers.
Section 5.05. Non-Liability For Obli2:ations of Authority. The debts, lIabilities and
oblIgatIons of the Authority shall not be the debts, liabIlItIes and oblIgations of the City or the
Agency. No member, officer, agent or employee of the Authority shall be mdividually 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
obhgatlons of the Authonty. However, nothing herem contained shall relIeve any such member,
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officer, agent or employee from the performance of any officIal duty imposed by law or by the
instruments authonzmg the issuance of any obligations of the Authonty.
Section 5.06. . . . . .
.. -
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or Emplovee. Should any drrector, officer or employee of the Authonty be sued m hIS or her
official capacity in any proceeding ansmg out of hIS or her alleged mIsfeasance or nonfeasance
m the performance of Ins or her dutles or out of any alleged wrongful act agaInst the Authonty
or by the Authonty, mdemmty for such persons reasonable expenses incurred m the defense of
the proceedmgs, incluchng attorney's fees, may be assessed agamst the Authority or Its receiver
by the court In the same or a separate proceeding If the person sued acted m good f31th and m
a manner such person reasonably believed to be in the best interests of the Authonty and, m the
case of a cnminal proceeding, such person had no reasonable cause to belIeve his or her conduct
was unlawful. The amount of such indemmty shall equal the amount of the expenses, mcluding
attorneys' fees, mcurred in the defense of the proceedmg.
Section 5.07. Ex~\ltion C)f Contracts. The Board of Drrectors may authonze any
officer or officers, agent or agents, to enter IOto or execute any contract or mstrument m the
name of and on behalf of the Authonty. Unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power to bmd the Authonty by any contract or
engagement or to pledge Its credit or to render It lIable for any purpose or In any amount.
Section 5.08. F1.$~,,1 Year. The Fiscal Year of the Authority shall commence on the 1st
day of July of each year and shall end on the 30th day of June of the next succeeding year unless
and unttl changed by the Board of Directors.
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ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FlJI'r.'DS
Section 6.01. Contributions. The CIty and the Agency may m the appropriate
Clfcumstance when reqwred hereunder: (a) make contributIons from their treasunes for the
purposes set forth herein; (b) make payments ofpubhc funds to defray the cost of such purposes;
(c) make advances of public funds for such purposes, such advances to be repcud as provIded
herem; or (d) use their personnel, equipment or property m lieu of other contnbutlons or
advances. The provISlons of sectlon 6513 of the Cahfomia Government Code are hereby
mcorporated into this Agreement.
Section 6.02. A~C;Qunts and Renorts. The Authority shall estabhsh and maintain such
funds and accounts as may be required by good accounting practice. The books and records of
the Authonty shall be open to inspection at all reasonable times by the City and the Agency and
theIr representatives. The Authonty shall give an audited written report of all fmandaI actlvlties
for each FIScal Year to the CIty and the Agency Within 210 days after the close of each Fiscal
Year.
The Treasurer, as controller of the Authonty, shall either make or contract with a
certified pubhc accountant or public accountant to make an annual audit of the accounts and
records of the Authonty. In each case the mimmum requirements of the audIt shall be those
prescnbed by the State Controller for special districts under Section 26909 of the Government
Code of the State of CalIfornIa and shall conform to generally accepted auditmg standards.
When such an audIt of an account and record IS made by a certified pubhc accountant or public
accountant, a report thereof shall be filed as a publIc record with the City and the Agency and
Wlth 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 replaced WIth an audIt covering a two-year period.
Any costs of the audit required by this sectlon, mcluding contracts with, or employment
of, certIfied pubhc accountants or publIc accountants, shall be borne by the Authority and shall
be a charge agamst any unencumbered funds of the Authonty available for the purpose.
Section 6.03. Funds. Subject to the applicable provisions of any mstrument 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 Authonty funds as nearly as possible m accordance with generally
accepted accountmg practIces and shall make the dIsbursements required by this Agreement or
to carry out any of the provisions or purposes of this Agreement.
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ARTICLE vn
TERM; DISSOLUTION
Section 7.01. Tenn. TIns Agreement shall become effective, and the Authority shall
come mto eXlstenceJ on the date first written above; and this Agreement shall thereafter contInue
in full force and effect unnl tenmnated pursuant to Section 7.02 hereof.
Section 7.02. Termin~tion. This Agreement may be terminated by agreement of the
CIty and the Agency proVIded that at the time of such termination the Authority has no Revenue
Bonds outstandmg and is not a party to any contract remaming In effect. Upon ternunanon of
this Agreement, the Authority shall be dissolved; and, after payment or provision for payment
of all debts and liablhnes, the assets of the Authonty shall be dIStributed to the City and the
Agency in such manner as shall be agreed upon by the City and the Agency.
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ARTICLE vm
MISCELLANEOUS PROVISIONS
Section 8.01. Notices. Notlces hereunder shall be in writing and shall be sufficIent If
delivered to the address of each party hereto set forth below or at such other address as IS
proVIded by a party hereto in wntmg to the other party hereto.
CIty of Santa Momca
1685 Mam Street
Santa Monica, California 90401
Attention: CIty Manager
Redevelopment Agency of the CIty of Santa Monica
1685 Main Street
Santa Monica, CalIfornIa 90401
Attention: ExecutIve Director
Section 8.02. Section Headings. All sectIon headings In this Agreement are for
convemence of reference only and are not to be construed as modIfying or governmg the
language In the sectlon 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 Gqvernin@. This Agreement is made in the State of California under
the constitutlon and laws of the State of California, and is to be so construed according to the
law of the State of Cahforma.
Section 8.05. Am~n(lmen~. The CIty and the Agency may amend this Agreement for
any purpose and at any time, or from hme to time, except as hmIted by contract with the owners
of Revenue Bonds issued by the Authority or the owners of certificates of participahon in
payments to be made by the Authonty, the CIty, the Agency or a Local Agency or by apphcable
regulatIons or laws of any Junsdiction having authonty.
Section 8.06. Enforcement bv Authority. The Authonty is hereby authonzed to take
any or all legal or equitable actions necessary or permitted by law to enforce th.1s Agreement.
Section 8.07. CounteI1larts. This Agreement may be executed In any number of
counterparts. Each counterpart shall be deemed to be an ongmal, and all together shall constitute
one and the same Agreement.
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Section 8.08. Successors. This Agreement shall be bmdmg upon and shall inure to the
benefit of the successors of the CIty and the Agency. No party hereto may assIgn any nght or
obl1ganon hereunder without the written consent of the other party hereto.
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IN \VITNESS \VHEREOF, the undersIgned have caused thIS Agreement to be executed
by theIr proper offICIals thereunto duly authonzed
CITY OF SANTA MONICA
Jo? J:U.
John Jallll, CIty Manager
(Seal)
ATfEST
/~k
,/xii 4 .
i Beth Sanchez. Actm~Ity Clerk
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA
Jo?J.J1-
John Jallh, Executlve DIrector
(Seal)
ATTEST.
~nChcz.ACUng
APPROVED AS TO FORM'
!rd~h~~'
!vfarsha' es ~1outne, Cny Attomey
and Agency Attorney
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FIN:CA
Redevelopment Agency MeetIng Date: July 25, 1995 Santa Monica, CalIfornIa
RESOLUTION NO. 449 (RAS)
(REDEVELOPMENT AGENCY SERW.s)
RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SANTA MONICA AUTHORIZING THE
EXECUTION AND DELIVERY OF A JOINT EXERCISE OF
POWERS AGREEMENT WITH THE CITY OF SANTA
MONICA
WHEREAS, agencIes formed under ArtIcle 1 (commencIng wIth sectlOn 6500) of
Chapter 5, DIvIsIOn 7, TItle 1 of the California Government Code (the "Jomt Powers Law") are
permitted to provIde fmancmg for any of theIr members or other local public agencIes in the
State of Cal1fomia In connecUon WIth the acqUlsltion, construcUon and nnprovement of publIc
capital Improvements, workmg capItal reqUIrements or l.tabll1ty or other msurance needs of such
members or other local agencIes;
WHEREAS, the City of Santa Momca and the Redevelopment Agency of the City of
Santa MOllica (the "Agency") WIsh to form an agency under the Jomt Powers Law, to be known
as the Santa Momca PublIc Fmancmg Authonty, for the purpose of providmg an enUty which
can asSISt m provldmg fmancmg for purposes whIch are authonzed under the Jomt Powers Law;
and
WHEREAS, there has been prepared and submItted to this meeUng a form of Jomt
ExerCIse of Powers Agreement (such Jomt ExerCIse of Powers Agreement m the form presented
to thIS meetmg, with such changes, msertlOns and omIssIons as are made pursuant to thIS
Resolution, bemg referred to herem as the <<Jomt ExerCIse of Powers Agreement"),
NOW, THEREFORE, BE IT RESOLVED by the members of the Redevelopment
Agency of the City of Santa Momca as follows:
Section 1. The Jomt Exercise of Powers Agreement, m substantially the fonn submItted
to thIS meetmg and made a part hereof as though set forth herem, be and the same IS hereby
approved The ChaIrperson of the Agency, or such other member of the Agency as the
Chalrperson may deSIgnate, and the Executive Duector of the Agency (the "Authonzed
Officers") are each hereby authonzed and dIrected, for and m the name of the Agency, to execute
and del1ver the Jomt ExerCIse of Powers Agreement 10 the fonn submitted to thIS meeung, WIth
such changes, mserUons and omIssIons as the Authonzed Officer executmg the same may reqUIre
or approve, such requIrement or approval to be conclUSIvely eVIdenced by the execution 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 all actions and do all thmgs necessary or desirable hereunder WIth respect to the formation
of the Santa Moruca Pubhc Fmancmg Authority, mcludmg but not ltmlted to the execution and
dehvery of any and all agreements, cerUficates, mstruments and other documents, wluch they, or
any of them, may deem necessary or deSIrable and not inconsIstent WIth the purposes of tlus
Resolution.
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Section 3. The Secretary of the Agency shall certIfy to the adoptIon of thIs ResolutIon
and thenceforth and thereafter the same shall be In full force and effect.
APPROVED AS TO FORM.
",1 . . <f t, ~
. j.....u~ <-- ;..-LL -L~ . _ 0<-r .4-'-
Marsha Jones Moutne, Agency Attorney
Adopted and approved thIS 25th day of July 1995
2
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\
Adopted and approved thiS 25th of July, 1995
JtJ~
ChaIrperson
I hereby certIfy that the foregomg ResolutIon 449 (RAS) was duly adopted at a meetmg
of the City CouncIl held on the 25th of July, 1995 by the followmg vote
Aves Agency members Abdo,Genser, Holbrook,Ebner, Rosenstem
Noes Agency members None
Abstam Agency members None
Absent Agency members Greenberg, 0' Connor
ATTEST
IvdfPJU-k
/ - ./- [}
Actmg Secretary
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JOINT EXERCISE OF POWERS AGREEMENT
July 25~ 1995
SANfA MONICA PUBLIC FINANCING AUTHORITY
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SectIon 1 Ol. DefImtIons . . . . . . . . . .. .. .. .. II .. .. .. .. .. .. .. .. .. .. .. .. .. . . . 2
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Purpose ..................................... 4
Section 2.02. Creation of Authonty . . . . . . . . . . . . . . . . . . . . . . . .. .. .. .. ... 4
ARTICLE ill
BOARD OF DIRECTORS
SectIon 3.0 l. Board of Directors . . .. .. .. .. .. .. .. .. ,. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 5
SectIon 3.02. Powers . . . . . . . . . . . . . . . . . . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 5
SectIon 3.03. Compensation . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 5
SectIon 3.04. MeetIngs of the Board of DIrectors . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV
OFFICERS EMPLOYEES AND AGENTS
Section 4.01. Officers ....................... .. .. .. .. .. .. .. .. .. .. .. .. .. 7
SectIon 4.02. DesIgnation of Officers . . . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 7
SectIon 4.03. Subordinate Officers . . . . . . . . . . . . . . . . . . . . .. .. .. .. .. .. .. .. 7
Section 4.04. ExecutIve DIrector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4.05 Secretary .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 8
SectIon 4.06. Treasurer .. .. .. .. .. .. .. .. .. II .. .. .. .. ... II .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 8
Section 4.07. Officers In Charge of Records, Funds and Accounts . . . .. .. .. .. .. .. 8
Section 4.08. Authority Counsel . . . . . . . . . . . . . . . . . . . . . . . _ .. .. .. .. .. .. 8
SectIon 4.09. ASSIstant Officers .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 9
Section 4.10. Employees, Agents and Independent Contractors .. .. .. .. .. .. .. .. .. .. .. 9
SectIon 4 11 Pnvileges and Immunities; No Employment by City or Agency . 9
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ARTICLE V
POWERS
Section 5.01. General Powers. . . . . . . . . . . . . . .. . .. .. .. . .. .. .. . . . . . . . . 10
SectIon 5.02. Power to Issue Revenue Bonds. . . . . . . . . . . . . . . . . . . . . 10
SectIon 5.03. Specific Powers .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. .. .. .. .. .. . . . . . . . . . 10
Section 5.04. RestrictiOns on Exercise of Powers . . . . . . . . . . . . . . . . . . . . . 11
SectIon 5 05. Non-Llabihty For ObhgatIons of Authority . . . . . . . . . . . . . . . 11
SectIon 5 06. Indemnity by Authority for LlhgatIOn Expenses
of Officer, Director or Employee . . . . . . . . . . . . . . . . . . . . . . 12
Sechon 5.07. Execution of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SectIon 5.08. FIScal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
SectIon 6.01. ContributIons. . . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . . . . . . . . . . . 13
Sechon 6.02. Accounts and Reports. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. I- .. .. .. .. . . . . . 13
Sectton 6.03. Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE vn
TERM; DISSOLUTION
SectIon 7.01. Term. . .. .. .. .. .. .. .. .. .. .. .. .. . .. . . . . . . . . . . . . . . . . . . . . . . 14
SectiOn 7.02 Termmation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VITI
MISCELLANEOUS PROVISIONS
SectIon 8.01. N ohces . . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . . . 15
Sectton 8.02. Sechon Headmgs. ............................... 15
SectIon 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. ................................... 16
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JOINT EXERCISE OF POWERS AGREEMENT
mIS JOINT EXERCISE OF POWERS AGREEMF.NT (the" Agreement") 1 dated as
of July 25, 1995, is by and between the CITY OF SANTA MONICA, a mumcIpal corporation
duly organIzed and eXIstmg under and by VIrtue of the laws of the State of CalIfornIa (the
"CIty"), and the REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, a
public body corporate and palitlc organized and eXIstIng under the laws of the State of Cahfornia
(the" Agency");
WIT N E SSE T H:
WHEREAS, agencIes formed under ArtIcle 1 (commencmg with sectlon 65(0) of
Chapter 5, DivIsion 7, TItle 1 of the CalifornIa Government Code (the "Joint Powers Law") are
permItted to prOVIde financmg for any of theIr members or other local public agenCIes in the
State of Califonua in connection WIth the acqUISItIOn, construction and Improvement of publIc
capItal Improvements, worlang capItal reqUIrements or lIability or other insurance needs of such
members or other local agenCIes; and
WHEREAS, the CIty and the Agency Wish to form an agency under the Jomt Powers
Law, to be known as the Santa MOnIca PublIc Fmancmg Authority 1 for the purpose of provIdmg
an entIty whIch can aSSIst m proVIding financing for purposes WhICh are authorized under the
Jomt Powers Law;
NOW, THEREFORE, in consideratIon of the above prenuses and of the mutual
promIses herem contamed, the CIty and the Agency do hereby agree -as follows:
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ARTICLE I
DEFINITIONS
Section 1.01. nef"mitions. Unless the context otherwIse reqUITes, the words and terms
defined m this Article shall, for the purposes hereof, have the mearungs herem specIfied.
"Agency" means the Redevelopment Agency of the City of Santa Monica.
"Agreement" means thIS Jomt Exercise of Powers Agreement, as onginally entered mto
or as amended from time to time In accordance with Section 8.05.
"Authority" means the Santa Monica Pubhc Fmancing Authority established pursuant
to Section 2.02.
"Board of Directors" means the Board of Drrectors referred to m Section 3.01, whlch
shall be the gavemmg body .of the Authanty.
"Bond Law" means the Marks-Roos Local Bond Poohng Act of 1985, being ArtIcle 4
of the Jomt Pawers Law (commencing with section 6584), as naw m effect .or hereafter
amended, Artlcle 2 .of the Jomt Powers Law, as now in effect .or hereafter amended, or any
ather law avaIlable far use by the Authonty III the authonzatlOn and ISSuance of bonds ta provide
for the financmg .of ObligatIans and/ar Public CapItal Impravements.
"Bond Purchase Agreement" means an agreement between the Authority and a Local
Agency, pursuant ta which the Autharity agrees ta purchase Obligations fram a Local Agency.
"City" means the City .of Santa Manica.
"Fiscal Year" means the penod from July 1 in any calendar year ta and includmg June
30 in the succeedmg calendar year.
"Joint Powers Law" means Articles 1 through 4 (cammencmg with sectian 6500) .of
Chapter 5, Divisian 7, Title 1 .of the CalifornIa Government Code.
"Local Agency" means the CIty, the Agency .or any ather city, county, city and caunty,
agency, special distnct .or ather public carporation of the State .of CalifDrnia.
"Obligations" has the meanmg gIven tD the term "Bonds" m section 6585(c) .of the Band
Law.
"Public Capital Improvements" has the meaning gIven such term in sectIDn 6585(g) of
the Bond Law.
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"Revenue Bonds" means bonds, notes or other obligations of the Authonty issued
pursuant to the Bond Law or pursuant to any other provision of law to finance the acqUlslhon,
construchon and Improvement of Pubhc Capital. Improvements, Working Capital ReqUIrements,
or lIabilIty 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 money pursuant to section 53852 of the CahfornIa Government Code.
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ARTICLE n
GENERAL PROVISIONS
Section 2.01. Pul"J)ose. This Agreement is made pursuant to the Joint Powers Law and
provides for the J omt exercise of powers common to the City and the Agency, and for other
purposes as permitted under the Joint Powers Law and the Bond Law. The purpose of tlus
Agreement is to provide for the financmg or refinancing of PublIc Capital Improvements for,
and Worlang Capital Requirements of, any Local Agency througp the acqUIsitIOn by the
Authonty of such Public Capital Improvements, the purchase by the Authonty of Obhgations
of any Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the
Authonty to a Local Agency or the entering into of contractual arrangements by the Authonty
With a Local Agency.
Section 2.02. Creation of Authoritv. Pursuant to the JOint Powers Law, a public entIty
is hereby created to be known as the "Santa Monica PublIc Financmg Authonty". The Authority
shall be a publIc entIty separate and apart from the City and from the Agency, and It shall
administer thIS Agreement.
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ARTICLE m
BOARD OF DIRECTORS
Section 3.01. Board of Directors. The Authonty shall be adminIstered by a Board of
Directors, whIch shall be compnsed of seven members, unless and unW changed by amendment
of tlus Agreement.
Each member of the CIty CouncIl shall be a member of the Board of Directors. The
Board of Dlfectors shall always consist of the persons then semng as members of the CIty
Council; and each person who, currently or in the future, serves as a member of the City
CouncIL shall serve, dunng the penod In which he or she serves m such capaCIty, as a member
of the Board of DIrectOrs.
Each member shall assume membershIp on the Board of Dlfectors upon his or her
becoming a member of the City Council, without any further act by any person, body or entIty.
Each member shall hold membershIp on the Board of DIrectors onI y 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 act by
any person, body or entIty.
The Mayor of the CIty shall be Chairperson of the Board of Directors; and such
Ch31rperson shall preside at all meetings of the Board of DIrectors. The Mayor Pro Tempore
of the CIty shall be the VIce Chairperson of the Board of Directors; and such VIce Chairperson
shall preSIde at meetIngs of the Board of Duectors dunng the absence or disabilIty of the
Ch3.1rperson.
Section 3.02. Powers. Subject to the limitations of thIS Agreement and the laws of the
State of CalIfornia, the powers of the AUthonty shall be vested m and exercised by and Its
property controlled and its aff3.1rs conducted by the Board of Dlfectors of the Authonty.
Section 3.03. Com!lensation. The Board of Directors may set the amount of
compensation, if any, to be paid to members of the Board of DIrectors for their attendance at
meetmgs of the Board of Duectors.
Section 3.04. Meetings of the Board of Directors. (a) Call, Notice and Conduct of
Meetings. All meetings of the Board of DIrectors, mcluding WIthout limitatIon, regular,
adjourned regular and SpecIal meetmgs, shall be called, noticed, held and conducted in
accordance WIth the provisions of sections 54950 et seq. of the CalIfornia Government Code,
known as the Ralph M. Brown Act.
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(b) Regular Meetings. If the Board decIdes to hold regular meetings, such regular
meetings shall be held at such orne as the Board of Directors may fix by resolution from time
to time. The Board may adjourn or readjourn any regular meetIng to a date certain, which shall
be specified in the order of adjournment; and when so adjourned, each adjourned meetIng shall
be a regular meetmg for all purposes.
(c) Special Meetings. Special meetIngs of the Board of DIrectors shall be held whenever
called by the Ch31rpeIson of the Board of DIrectors, the Execuove DIrector of the Authonty or
by a maJonty of the members of the Board of DIrectors and shall be held at locahons, upon
notice, and in accordance with procedures as penmtted by law.
(d) Quorum. A majonty of the members of the Board of Directors shall constItute a
quorum for the transachon of business, except that less than a quorum may adjourn from hme
to time. The affirmative votes of at least a majonty of the members of the Board of Directors
shall be required to take any achon by the Board of Directors. Every act or deciSIon done or
made by a maJonty of the members of the Board of Directors shall be the act of the Board of
DlIectors.
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ARTICLE IV
OFFICERS, EMPLOYEES AND AGENTS
Section 4.01. Officers. The officers of the Authonty shall be an Executive Director,
a Secretary, a Treasurer and such other officers as the Board of DIrectOrs may appoint.
Section 4.02. Deshmation of Officers. The City Manager of the City shall be the
Executive Director of the Authority. The Executive Director of the Authonty shall always be
the person then servmg as City Manager of the CIty; and each person who, currently or m the
future, serves as CIty Manager of the City shall be ExecutIve Drrector of the Authonty dunng
the penod In which he or she serves as CIty Manager of the CIty. A person shall become
ExecutIve DIrector of the Authonty upon his or her becommg CIty Manager of the CIty, without
any further act by any person, body or entIty. A person shall serve as ExecutIve DIrector of the
Authonty until he or she reslgns, 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
Authority without any further act by any person, body or entIty.
The City Clerk of the CIty shall be the Secretary of the Authonty. The Secretary of the
Authonty shall always be the person then serving as City Clerk of the City; and each person
who, currently or In the future, serves as CIty Clerk of the City shall be Secretary of the
Authonty dunng the penod m which he or she serves as CIty Clerk of the City. A person shall
become Secretary of the Authonty upon his or her becommg City Clerk of the City, WIthout any
further act by any person, body or entity. A person shall serve as Secretary of the Authority
until he or she resigns, is removed or for any other reason no longer serves as City Clerk of the
City, at whIch time he or she shall cease to be the Secretary of the Authority WIthout any further
act by any person, body or entIty.
The Director of Finance of the CIty shall be the Treasurer of the Authority. The
Treasurer of the Authonty shall always be the person then servmg as Director of Fmance of the
CIty; and each person who, currently or In the future, serves as DIrector of Finance of the City
shall be Treasurer of the Authonty dunng the penod in WhICh he or she serves as Director of
Finance of the City. A person shall become Treasurer of the Authority upon lus or her
becommg Director of FInance of the City, WIthout any further act by any person, body or entIty.
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 tIme he or she shall
cease to be the Treasurer of the Authority WIthout any further act by any person, body or entity.
Section 4.03. Subordinate Officers. The Board of Drrectors may elect or authonze
the appomtment of such officers other than those herein 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 are provided in thIS Agreement, or as the Board of DIrectors may
prescribe.
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Section 4.04. Executive Director. The Executive Director shall be the chief executtve
officer of the Authonty and shall supervise, direct and control the business and officers of the
Authonty subject to control by the Board of Duectors. He or she shall be an ex officlD member
of all standing commIttees, have the general powers and duties of management of the Authonty ,
and shall have such other powers and dunes as may be prescnbed by the Board of Directors or
this Agreement.
Section 4.05. Secretary. The Secretary shall keep or cause to be kept minutes of all
meetmgs of the Board of DIrectors. The mmutes shall include the time and place of holling,
whether regular or SpecIal, and If specIal, how authorized, the notice thereof given, the names
of the Directors present, and a descnption of the proceedings, mcludmg all actIons taken by the
Board. The Secretary shall keep the minutes or cause them to be kept in a minute book wmch
shall be mamtained at the Agency's prinCIpal office or such other place as the Board of Directors
may prescnbe. The Secretary shall gIVe or cause to be given notice of all meetings of the Board
of Duectors, shall keep the Authonty 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 trus
Agreement.
Section 4.06. 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
depoSItOry of the Authority to have custody of all the money of the Authonty, from whatever
source, and, as such, shall have the powers, duties and responSIbIlities SpeCIfied In Secnon
6505.5 of the Joint Powers Law. The Treasurer is hereby deSIgnated as controller of the
Authontyand, as such, shall have the powers, duties and responSIbIlIties specified 10 Section
6505.5 of the Jomt Powers Law The controller of the Authority shall draw checks to pay
demands against the Authonty when the demands have been approved by the Authonty. The
CIty shall determine the charges to be made against the Authonty for the servIceS of the
Treasurer.
Section 4.07. Officers in Charge of Records. Funds and Accounts. The Treasurer
is deslgnated as the public officer or person who has charge of, handles, or has access to any
property of the Authority; and he or she shall fIle an official bond in the amount of at least
$25,000 as reqUIred by Section 6505.1 of the Joint Powers Law. Such bond may be mamtained
as a part of or in conjunctIon with any other bond maintalned on such person by the CIty, It
be10g the intent of this Section 4.07 not to reqUIre bonding whIch overlaps or duplicates those
bondmg reqUlrements whIch are otherwIse applicable to the City.
Section 4.08. Authoritv COllll$el. The CIty Attorney of the City shall serve as Authonty
Counsel.
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Section 4.09. Assistant Office~. The Board of Directors may appomt additional persons
to aSsIst and to act in the place of the Secretary, Drrector of Finance, Treasurer or other officers
of the Authority as the Board of DIrectors shall from time to time deem appropnate.
Section 4.10. Rrnployees. Agents and Inde!Jendent Contractors. The Board of
DIrectors shall have the power to engage such employees as may be necessary or appropnate
for the purposes of this Agreement. The Board of Drrectors shall also have the power to engage
such agents and independent contractors as may be necessary or appropnate for purposes of thIS
Agreement.
Section 4.11. Privileges and Immunities: No Fnlyloyment by City or Agency. All
of the pnvileges and ImmunltIes from hability, and any exemptIons from laws, ordmances and
rules which apply to the activities of officers, agents, or employees of a Local Agency when
perfornung their respectIve functions shall apply to the same extent while they are engaged III
the performance of functIons and dutIes covered by this Agreement. Sumlarly, 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 m the performance of functlons 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 Ius or her employment or engagement by the
Authority to be employed or engaged by the CIty or the Agency or, by reason of his or her
employment or engagement by the Authority, to be entitled to receive any of the benefits
conferred on employees of the City or the Agency.
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ARTICLE V
POWERS
Section 5.01. General Pow~rs. The Authonty shall exerCIse the powers common to the
City and the Agency, as provided herein or as otherwIse permitted under the Jomt Powers Law
and necessary to the accomplishment of the purposes of this Agreement, subject to the
restnctions set forth ill Sectlon 5.04.
As provIded m the Joint Powers Law, the Authority shall be a publIc entity separate from
the City and the Agency. The Authonty shall have the power to finance or refinance Public
Capital Improvements for, and Workmg Capital Requirements of, any Local Agency through
the acqulSltion by the Authonty of such Public Capital Improvements, the purchase by the
Authonty of Obl1gatlons of any Local Agency pursuant to Bond Purchase Agreements, the
lendmg of funds by the Authority to a Local Agency or the entering into of contractual
arrangements by the Authonty With a Local Agency.
Section 5.02. Power to Issue Revenue Bond$. The Authonty shall have all of the
powers provided in the Joint Powers Law, mcludmg but not limited to Article 4 of the Jomt
Powers Law (commencmg with sectlon 6584), and mc1udmg the power to issue Revenue Bonds
under the Bond Law.
Section 5.03. Specific Powers. The Authonty, m Its own name, IS hereby authonzed:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to acqwre, construct, manage, maintain or operate any Public Capital
Improvement, mcluding the common power of the City and the Agency to acqUIre any
Public Capital Improvement by the power of eminent domain;
(d) to sue and be sued in its own name;
(e) to mcur debts, liabihties or obbgatlons, provided that no such Revenue Bond,
debt, l1abihty or obligatIOn shall constItute a debt, liabihty or obligatIon of the CIty or
the Agency;
(f) to apply for, accept, receive and dlsburse 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 sectJ.on 6505.5 of the Jomt
Powers Law that 1S not required for the Immediate neceSSIties of the Authonty, as the
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Authority determines is adVIsable. In the same manner and upon the same conditIons as
local agenCIes, pursuant to sectlon 53601 of the Cahforma 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 into agreements in connectIon
thereWIth;
(i) to carry out and enforce all the provisions of tfis Agreement;
(j) to make and enter mto Bond Purchase Agreements;
(k) to purchase ObhgatIons of any Local Agency;
(1) to engage the services of private consultants to render profeSSIonal and
technical aSSistance and advice in carrying out the purposes of this Agreement;
(01) as provided by applicable law. to employ and compensate bond counsel,
financI.al consultants, and other advisers determined necessary by the Authonty 10
connection with the ISSuance and sale of any Revenue Bonds;
(n) to contract for engineering. arclutectural, accounting, or other servtces
determined necessary by the Authority for the successful development of a Public CapItal
Improvement;
(0) to pay the reasonable costs of consultIng engmeers. architects, accountants,
and construction, land-use, recreatIon, and environmental experts employed by any
sponsor or participant if the Authority determines those services are necessary for the
successful development of Public Capital Improvements;
(P) to exerCIse any and all other specific powers conferred by law.
Section 5.04. Restrictions Qn Exerc~ of Powers. The Authority shall exerCIse its
powers 10 the manner provided In the Joint Powers Law and in the Bond Law and, except for
those powers set forth in ArtIcle 4 of the J omt Powers Law, shall be subject (in accordance with
sectlon 6509 of the Joint Powers Law) to the same restnctions as are Imposed upon the CIty 10
the exerCIse of sumlar powers.
Section 5.05. Non-Liabilitv For Obligations of Authoritv. The debts, lIabilitIes and
obligatlons of the Authority shall not be the debts, habilities and obligatIons of the CIty or the
Agency. No member, officer, agent or employee of the Authority shall be indIVIdually or
personally hable for the payment of the prinCIpal of or premmm or interest on any oblIgations
of the Authority or be subject to any personal habillty or accountabllity by reason of any
obligations of the Authonty. However, nothing herem contained shall reheve any such member,
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officer, agent or employee from the performance of any officIal duty Imposed by law or by the
mstruments authorizmg the issuance of any obligatlons of the Authority.
Section 5.06. Indenmitv bv A\lthQrity fQr Litiaation Expenses of Officer. Director
or Emplovee. Should any director, officer or employee of the Authonty be sued in hIs or her
officIal capacIty m any proceedmg ansmg out of his or her alleged misfeasance or nonfeasance
In the performance of hIS or her dutles or out of any alleged wrongful act against the Authonty
or by the Authonty, mdemmty for such persons reasonable expenses incurred in the defense of
the proceedmgs, Includmg attorney's fees, may be assessed against the Authonty or Its receiver
by the court In the same or a separate proceeding If the person sued acted in good faIth and In
a manner such person reasonably bebeved to be in the best mterests of the Authonty and, In the
case of a cnmmal proceeding, such person had no reasonable cause to beheve his or her conduct
was unlawful. The amount of such indemnity shall equal the amount of the expenses, mcludmg
attorneys' fees, incurred in the defense of the proceedmg.
Section 5.07. Execution of Contracts. The Board of Drrectors may authonze 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 Authority Unless so autbonzed by the Board of DIrectors, no
officer, agent or employee shall have any power to bmd the Authority by any contract or
engagement or to pledge Its credit or to render it bable for any purpose or In any amount.
Section 5.08. Fiscal Year. The FIscal Year of the Authonty shall commence on the 1st
day of July of each year and shall end on the 30th day of June of the next succeeding year unless
and untIl changed by the Board of DIrectors.
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ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. The City and the Agency may In the appropnate
CIrcumstance when requIred hereunder: (a) make contributIons from then treasunes 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 rep31d as provIded
herem; or (d) use their personnel, eqUIpment or property in heu of other contnbutlOns or
advances. The provIsIons of section 6513 of the Cahfoml3. Government Code are hereby
mcorporated into this Agreement.
Section 6.02. Accounts and Re!>>0I1s. The Authority shall establish and maintaIn such
funds and accounts as may be requued by good accounting practice. The books and records of
the Authority shall be open to mspection at all reasonable times by the CIty and the Agency and
then representatives. The Authonty shall gIVe an audited written report of all fmandal actIVIties
for each Fiscal Year to the City and the Agency witlun 210 days after the close of each Fiscal
Year.
.
The Treasurer, as controller of the Authonty, shall 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 requirements of the audit shall be those
prescnbed by the State Controller for special distncts under SectIon 26909 of the Government
Code of the State of California and shall conform to generally accepted auditing standards.
When such an audit of an account and record 1S made by a certified pubhc accountant or pubhc
accountant, a report thereof shall be filed as a publIc record with the CIty and the Agency and
with the county audItor of Los Angeles County. Such report shall be filed within 12 months of
the end of the Fiscal Year under exanunation. By unanimous request of the Board of DIrectors,
the annual audit may be replaced WIth an audit covenng a two-year penod.
Any costs of the audit requIreO by this section, meludmg contracts with, or employment
of, cerUfied publIc accountants or public accountants, shall be borne by the Authority and shall
be a charge agamst any unencumbered funds of the Authonty available for the purpose.
Section 6.03. Funds. Subject to the applicable provisions of any instrument 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 in accordance WJth 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.
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ARTICLE vn
TERM; DISSOLUTION
Section 7.01. Term. ThIS Agreement shall become effectIve, and the Authonty shall
come mto existence, on the date first written above; and thIS Agreement shall thereafter contInue
In full force and effect unW terminated pursuant to Section 7.02 hereof.
Section 7.02. Termination. This Agreement may be temnnated by agreement of the
CIty and the Agency provIded that at the time of such terminatIon the Authority has no Revenue
Bonds outstanding and is not a party to any contract remaining in effect. Upon termination of
this Agreement, the Authority shall be dIssolved; and, after payment or provision for payment
of all debts and lIabIlities, the assets of the Authority shall be distributed to the CIty and the
Agency m such manner as shall be agreed upon by the CIty and the Agency.
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ARTICLE vrn
MISCELLANEOUS PROVISIONS
Section 8.01. Notices. Notlces hereunder shall be In wrltlng and shall be sufficIent if
delivered to the address of each party hereto set forth below or at such other address as is
provided by a party hereto m wnting to the other party hereto.
CIty of Santa Monica
1685 Mam Street
Santa Momca, California 90401
Attention: CIty Manager
Redevelopment Agency of the City of Santa. Monica
1685 Mam Street
Santa Momca, CalIfornIa 90401
AttentIon: ExecutIve Director
Section 8.02. Section Headinl!s. All section headings in thIS Agreement are for
convemence of reference only and are not to be construed as modIfymg or governmg the
language In the sectlon referred to or to define or hmit 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 Governint!. ThIS Agreement is made In the State of CahfornIa under
the constltution and laws of the State of CalifornIa, and IS to be so construed according to the
law of the State of CahfomIa.
Section 8.05. Am.eDdrn~nts. The City and the Agency may amend thIS Agreement for
any purpose and at any tIme, or from time to tIme, except as limIted by contract with the owners
of Revenue Bonds ISSUed by the Authonty or the owners of certIficates of particIpation In
payments to be made by the Authonty, the City, the Agency or a Local Agency or by applIcable
regulations or laws of any jurisdictlon havmg authority.
Section 8.06. Enforcement bv Authoritv. The Authonty IS hereby authonzed to take
any or all legal or eqUItable actions necessary or permItted by law to enforce this Agreement
Section 8.07. Counteroarts This Agreement may be executed m any number of
counterparts. Each counterpart shall be deemed to be an onginal, and all together shall constItute
one and the same Agreement.
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Section 8.08. Successors. TIns Agreement shall be binding upon and shall mure to the
benefit of the successors of the CIty and the Agency. No party hereto may assIgn any right or
obl1ganon hereunder without the written consent of the other party hereto.
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IN \VITNESS WHEREOF. the undersigned have caused this Agreement to be executed
by therr proper OffiCIalS thereunto duly authonzed.
CITY OF SANTA MONICA
J a? J:J-;C- .
John Jahh, City Manager
(Seal)
ATTEST.
M-~k
i Beth Sanchez. Actm~lty Clerk
REDEVELOPMENT AGENCY OF THE
CITY OF SAXTA MONICA
Jo? JJ1-
John Jahh. ExecutIve Dlfector
(Seal)
APPROVED AS TO FORM:
}. ~ fu~.
l/~ k....e.1.' if
Marsha . es Mautne, CIty Attorney
and Agency Attorney
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f:atty\muni\laws\jl\quake.res
City Council Meeting 7-25-95 Santa Monica, California
RESOLUTION NUMBER 8920 (CCS)
(City Council Series)
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MONICA DECLARING
THE EXISTENCE OF A CONTINUING LOCAL EMERGENCY
WHEREAS, on January 17, 1994, an earthquake struck Southern
California causing severe damage within the city of Santa Monica;
and
WHEREAS, on January 17, 1994, as a result of the earthquake
the City's Director of Emergency Services issued a declaration of
local emergency; and
WHEREAS, on January 17, 1994, as a result of the earthquake a
state of emergency was declared in the County of Los Angeles by the
federal, state and county governments; and
WHEREAS, as a result of the earthquake a state of local
emergency continues to exist within the City of Santa Monica,
NOW, THEREFORE, the city Council of the city of Santa Monica
does resolve and proclaim as follows:
SECTION 1. The City Council declares that a state of local
emergency continues to exist within the City of Santa Monica.
SECTION 2. The city Council directs the Director of Emergency
services or his or her designee to take such actions as are
appropriate to the fullest extent provided by federal, state and
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