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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. - 1 - CC\~A-Z JUL 2 5 1995 ~ - - 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 - 2 - 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 - 3 - 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. - 4 - 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 - 5 - ATTACHMENT A ATTACHMENT B ATTACHMENT A J , . 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"); 1 . . . 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 - 2 - . , 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: ~~ Moutrie, City Attorney Adopted and approved thlS 25th day of July 1995. - 3 - , l . Adopted and approved thIS 25th of July, 1995 ~4--.-&.~ 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 . 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. . ~. APPROVED AS TO FORM: - . ./: II . -. rr . -' J . ~ --' A\7X . (,(j " . ~- v,-P -L L- \i ',,-': V.......f...--""O" I ....- L L .,!~-:-....... .... . I' I I Marsha Jones Moutne, CIty Attorney , Adopted and approved tlus 25th day of July 1995. 2 . .. Adopted and approved thiS 25th of July, 1995 ~~ 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 I - / If City Clerk ~ . JOINT EXERCISE OF POWERS AGREEMENT July 25, 1995 SANf A MONICA PUBLIC FINANCING AUTHORITY contractllmc/Jpa 4 7/25195 . . 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 . . 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. 3 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. 4 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. contractllmc/Jpa 4 7/25/95 4 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. :contract/lmc/jpa 4 7/25/95 5 . (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. 'contractllmc/Jpa 4 7/25/95 6 . . 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. . contracVlmc/Jpa.4 7125/95 7 . - 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 contractllmc/Jpa.4 7/25/95 8 . . 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. contractllmc/Jpa 4 7!25/95 9 . . 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 :contractllmc/Jpa 4 7/25/95 10 - - --- ----- . 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, contractlJmcfJpa 4 7/25/95 11 : , 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. . . . . . .. - - . - . 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. :contractflmc/Jpa 4 7/25/95 12 , . 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. contract/lmclJpa 4 7125/95 13 . 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. :contractllmclJpa 4 7125195 14 . . 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. contractllmc/Jpa.4 7/25/95 15 . . 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. 'contractllmc/Jpa.4 7/25195 16 . ~ 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 -14- .. ~ - 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. ~ '1 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 - " \ 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 ~ . JOINT EXERCISE OF POWERS AGREEMENT July 25~ 1995 SANfA MONICA PUBLIC FINANCING AUTHORITY .contractllmcljpa 4 7125195 ~ 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 . 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 -- . 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: contractllmc/Jpa.4 7/25/95 1 . . 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. contract/lmc/Jpa.4 7/25/95 2 . . "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. .contractllmc/Jpa 4 7/25/95 3 . - 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. :contractllmc/Jpa.4 7/25/95 4 . . 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. .contractJImc/Jpa 4 7/25/95 5 - -- . . (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. :contract/Imc/Jpa.4 7/25195 6 --- --- . 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. :contractllmc/Jpa 4 7125195 7 . . 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. contract/lmc/JpaA 7125/95 8 . . 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. contractJlmc/Jpa 4 7125/95 9 . 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 :contractllmclJpa.4 7/25/95 10 . 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, contractllmc/Jpa 4 7/25/95 11 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. .contractllmc{Jpa 4 7/25/95 12 9 . 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. :contractllmc/jpaA 7/25195 13 ~ ~ 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. :contractllmc/Jpa.4 7/25/95 14 . . 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. .contractllmc/Jpa 4 7/25195 15 . . 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. contracVlmc/JpaA 7/25/95 16 . . 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 -14- , 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 - --- - -- --- -- -