R-8923
FIN :CA
Council Meeting Date: July 25, 1995
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Santa Monica, Cahfomia
RESOLUTION NO. 8923(CCS)
(CITY COUNCIL SERIES)
RESOLUTION OF THE CITY COUNCn. OF THE CITY OF
SANTA MONICA AUTHORIZING THE EXECUTION AND
DELIVERY OF A JOINT EXERCISE OF POWERS
AGREEl\1ENT WITH THE REDEVELOPMENT AGENCY
OF THE CITY OF SANTA MONICA
WHEREAS, agencies formed under Article 1 (commencing With section 6500) of
Chapter 5, Division 7, Title 1 of the California Government Code (the "Jomt Powers Law") are
permitted to provide fmancrng for any of their members or other local public agencies in the
State of California In connection with the acquisition, constructIOn and improvement of public
capital Improvements, working capital requirements or liability or other insurance needs of such
members or other local agencies;
\VHEREAS, the City of Santa Monica (the "City") and the Redevelopment Agency of
the City of Santa MODlca wish to form an agency under the Joint Powers Law, to be known as
the Santa Mornca Public Financmg Authority. for the purpose of providing an entIty wIDch can
assist in providmg fmancing for purposes which are authorized under the Jomt Powers Law; and
WHEREAS, there has been prepared and submitted to this meetIng a form of Joint
Exercise of Powers Agreement (such Joint Exercise of Powers Agreement in the form presented
to thIS meeting, with such changes, insertIons and omisstons as are made pursuant to thiS
Resolution, being referred to herein as the "JOint Exercise of Powers Agreement");
NOW, THEREFORE, BE IT RESOLVED by the City Council the City of Santa
MOnica as follows:
Section 1. The Jomt Exercise of Powers Agreement. in substantially the form submitted
to this meetmg and made a part hereof as though set forth herein, be and the 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 "Authorized
Officers") are each hereby authonzed and directed. for and 10 the name of the City. to execute
and dehver the Jomt Exercise of Powers Agreement in the fonn submitted to this meetIng. with
such changes, msertlons and OIllissions as the Authonzed Officer executing 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 Authorized Officer.
Section 2. The officers and employees. of the City are hereby authorized and directed to
take all actions and do all things necessary or deSirable hereunder With respect to the formation
of the Santa Monica Public Fmancing Authority, includmg but not limited to the executIon and
delivery of any and all agreements, certificates. mstruments and other documents, which they, or
any of them, may deem necessary or deSirable and not mconsistent with the purposes of this
Resolullon.
Section 3. The City Clerk shall certify to the adoption of thiS Resoluuon and thenceforth
and thereafter the same shall be in full force and effect.
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APPROVED AS TO FORM:
r\)JUA_IL~b~
Marsha Jones Moutrie. City Attorney
Adopted and approved this 25th day of July 1995.
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Adopted and approved tlns 25th of July, 1995
kt~
Mayor
I hereby certIfy that the foregoIng ResolutIon 8923 (CCS) was duly adopted at a meetIng
of the CIty Councd held on the 25th of July, 1995 by the follOWIng vote
Ayes
Councd members
Abdo,Genser, Holbrook,Ebner, RosensteIn
Noes
Couned members
None
AbstaIn
Couned members
None
Absent
CouncIl members
Greenberg, O'Connor
ATTEST
~t~
CIty Clerk
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JOINT EXERCISE OF POWERS AGREEMENT
July 25, 1995
SANTA MONICA PUBLIC FINANCING AUTHORITY
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Section 1.01.
Sectlon 2.01.
Sectlon 2.02.
Section 3.0I.
Sectlon 3.02.
Sectlon 3.03.
Section 3.04.
Section 4.01.
Section 4.02.
Sectlon 4.03.
Section 4.04.
Section 4 05.
Sectlon 4.06.
Sectlon 4.07.
Sectlon 4.08.
Sectlon 4.09.
Sectlon 4.10.
Sectlon 4.11.
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Defimtlons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 2
ARTICLE n
GENERAL PROVISIONS
Purpose .....................................4
Creatlon of Authonty . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
ARTICLE III
BOARD OF DIRECTORS
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 5
Compensation ................................. 5
Meetlngs of the Board of Directors . . . . . . . . . . . . . . . . . . . .. 5
ARTICLE IV
OFFICERS EMPLOYEES AND AGENTS
Officers ............................. -. . . . . . .. 7
Designation of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
SubordInate Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
Executlve DlI'eCtor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
Secretary .................................... 8
Treasurer .................................... 8
Officers ill Charge of Records, Funds and Accounts .......... 8
Authonty Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
ASSIStant Officers ............................ .. 9
Employees, Agents and Independent Contractors ......... .. 9
Pnvileges and Immunities; No Employment by CIty or Agency ... 9
SectIon 5.01.
Sectlon 5.02.
Section 5.03.
Section 5.04.
Sectlon 5.05.
Sectlon 5.06.
Sectlon 5.07.
Section 5.08.
Sectlon 6.01.
SectIon 6.02.
Section 6.03.
Sectlon 7.01.
Sectlon 7.02.
Section 8.0 I.
SectIon 8.02.
SectIon 8.03.
Sectlon 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Sectlon 8.08.
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ARTICLE V
POWERS
General Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Power to Issue Revenue Bonds. . . . . . . . . . . . . . . . . . . . .. . 10
Specific Powers ................................ 10
Restrictlons on Exercise of Powers . . . . . . . . . . . . . . . . . . . . . 11
Non-LIability For Obligations of Authonty . . . . . . . . . . . . . . . . 11
Indemnity by Authonty for LitigatIon Expenses
of Officer, Director or Employee. . . . . . . . . . . . . . . . . . . . . . 12
Executlon of Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Contributions. ................................. 13
Accounts and Reports. ............................ 13
Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VII
TERM; DISSOLUTION
Term. ...................................... 14
Termination. .................................. 14
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Notices. ..................................... 15
Section Headings. ............................... 15
Consent. . .. .............. .................. 15
I..aw Govemmg. ................ . . . . . . . . . . . . . . . . 15
Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Enforcement by Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Successors. ................................... 16
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JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (the" Agreement"), dated as
of July 25, 1995, IS by and between the CITY OF SANTA MONICA, a mumcipal corporatlon
duly organIzed and existing 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 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 (commencing with sectlon 6500) of
Chapter 5, DIvision 7, TItle I of the CalIfornIa Government Code (the "Joint Powers Law") are
penmtted to prOVIde fmancing for any of their members or other local public agenCIes m the
State of California in connectlon WIth the acquisition, construction and improvement of pubhc
capital improvements, working capItal requirements or liabihty 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 Financing Authority. for the purpose of provIdmg
an entity WhICh can asSIst in providing financing for purposes which are authorized under the
JOInt Powers Law;
NOW, THEREFORE, in consideration of the above premises and of the mutual
promIses herein contained, the CIty and the Agency do hereby agree -as follows:
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ARTICLE I
DEFINITIONS
Section 1.01. Def'mitions. Unless the context otherwise requires, the words and terms
defined in this Amcle shall, for the purposes hereof, have the meamngs herem specIfied.
"Agency" means the Redevelopment Agency of the CIty of Santa Momca.
"Agreement" means this Joint Exercise of Powers Agreement, as origmally entered mto
or as amended from time to tIme in accordance WIth Section 8.05.
"Authority" means the Santa MOllIca Public Financing Authonty established pursuant
to Section 2.02.
"Board of Directors" means the Board of Directors referred to In Sectlon 3.01, which
shall be the govennng body of the Authority.
"Bond Law" means the Marks-Roos Local Bond Poohng Act of 1985, beIng A.rt:1c1e 4
of the Joint Powers Law (commencmg with sectlon 6584), as now in effect or hereafter
amended, Article 2 of the Joint Powers Law, as now in effect or hereafter amended, or any
other law available for use by the Authority in the authorization and issuance of bonds to proVIde
for the fmancing of Obligations and/or Public Capital Improvements.
"Bond Purchase Agreement" means an agreement between the Authonty and a Local
Agency, pursuant to which the Authority agrees to purchase Obhgatlons from a Local Agency.
"City" means the CIty of Santa Monica.
"Fiscal Year" means the period from July 1 in any calendar year to and includmg June
30 in the succeedmg calendar year.
"Joint Powers Law" means Articles 1 through 4 (commencing with section 6500) of
Chapter 5, DiVISIOn 7. Title I of the California Government Code.
"Local Agency" means the City, the Agency or any other city, county. city and county,
agency, specIal district or other public corporation of the State of California.
"Obligations" has the meaning given to the term "Bonds" in sectlon 6585(c) of the Bond
Law.
"Public Capital Improvements" has the meaning given such term in section 6585(g) of
the Bond Law.
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"Revenue Bonds" means bonds, notes or other obhgatlons of the Authority ISSUed
pursuant to the Bond Law or pursuant to any other provision of law to finance the acqUIsItion,
construction and improvement of Public Capital Improvements, Workmg Capital ReqUIrements,
or lIability or other illsurance 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 CalifOrnIa Government Code.
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ARTICLE n
GENERAL PROVISIONS
Section 2.01. Pul"!J'ose. Tlus 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 this
Agreement IS to provide for the fmancing or refinancmg of Public Capital Improvements for,
and Workmg Capital Requirements of, any Local Agency throug~ the acquisitlon 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 lenchng of funds by the
Authority to a Local Agency or the entenng into of contractual arrangements by the Authonty
with a Local Agency.
Section 2.02. C~lltion of Authoritv. Pursuant to the Jomt Powers Law, a public entlty
is hereby created to be known as the "Santa Monica Pubhc Financing Authonty". The Authonty
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 .,f Directors. The Authonty shall be admmistered by a Board of
Directors, which shall be compnsed of seven members, unless and until changed by amendment
of this Agreement.
Each member of the City Council shall be a member of the Board of D1reCtors The
Board of Directors shall always consist of the persons then serving as members of the City
CouncIl; and each person who, currently or III the future, serves as a member of the CIty
CouncIl shall serve, during the period III 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
becoming a member of the City Councd, 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 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 entlty.
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 Directors; and such Vice Chairperson
shall preside at meetings of the Board of Directors during the absence or disability of the
Chatrperson.
Section 3.02. Powers. Subject to the lImitatIOns of tIns Agreement and the laws of the
State of Cahfonua, 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 Authonty.
Section 3.03. Comoensation. The Board of Directors may set the amount of
compensatIon, if any, to be paid to members of the Board of D1reCtors for their attendance at
meetlngs of the Board of Directors.
Section 3.04. Meetin2S of the Board of Directors. (a) Call, Nonce and Conduct of
Meetlngs. All meetings of the Board of Directors, mcludmg WIthOut limitatlon, regular,
adjourned regular and SpecIal meetings, shall be called, noticed, held and conducted III
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 meetlng 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 Meenngs. Special meetings of the Board of Drrectors shall be held whenever
called by the Chairperson of the Board of DlTectors, the Executive Director of the Authonty or
by a majority of the members of the Board of Directors and shall be held at locations, upon
notlce, and in accordance with procedures as permitted by law.
(d) Quorum. A majority 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 tlme
to time. The affi.rmahve votes of at least a majonty 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 DIrectors shall be the act of the Board of
DIrectors.
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ARTICLE IV
OFFICERS, EMPLOYEES AND AGENTS
Section 4.01. Officers. The officers of the Authonty shall be an ExecutIve Drrector,
a Secretary, a Treasurer and such other officers as the Board of Directors may appoint.
Section 4.02. Designation of 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 in the
future, serves as City Manager of the CIty shall be Executlve Director of the Authority during
the penod ill winch he or she serves as City Manager of the CIty. A person shall become
Executlve Director of the Authonty 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 durmg the penod III WhICh he or she serves as CIty Clerk of the City. A person shall
become Secretary of the Authonty upon his or her becoming City Clerk of the City, 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 Authonty. The
Treasurer of the Authority shall always be the person then serving as Director of Fmance of the
CIty; and each person who, currently or In the future, serves as Director of Fmance of the CIty
shall be Treasurer of the Authonty dunng the period in whIch he or she serves as Duector of
Finance of the City. A person shall become Treasurer of the Authonty upon his or her
becoming Drrector of Finance of the City I 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 tlme 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 authonze
the appointment of such officers other than those herein above mentloned 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 III thIS Agreement~ or as the Board of Directors may
prescnbe
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Section 4.04. Executive Director. The Executive Drrector shall be the chief executive
officer of the Authonty and shall SUpervIse, duect and control the business and officers of the
Authority subject to control by the Board of DIrectors. He or she shall be an ex officio member
of all standIng commIttees, have the general powers and dutIes of management of the Authority,
and shall have such other powers and duties as may be prescribed by the Board of Drrectors or
this Agreement.
Section 4.05. Secretarv. The Secretary shall keep or cause to be kept minutes of all
meetIngs of the Board of DIrectors. The mmutes shall include the time and place of holding,
whether regular or special, and if special, how authorized, the notice thereof given. the names
of the DIrectors present, and a descnption of the proceedmgs, including all actions taken by the
Board. The Secretary shall keep the minutes or cause them to be kept in a mmute book which
shall be maintained at the Agency's pnncipal office or such other place as the Board of DlI'eCtors
may prescribe. The Secretary shall give or cause to be given notice of all meetings of the Board
of Directors, shall keep the Authority records In safe custody and shall have such other powers
and perform such other dutIes as may be prescribed by the Board of Directors or thIS
Agreement.
Section 4.06. Treasurer. Subject to the applicable provisions of any mdenture 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 Authority, from whatever
source, and, as such, shall have the powers, dutles and responsibilities specified in Section
6505.5 of the Jomt Powers Law. The Treasurer 1S hereby desIgnated as controller of the
Authority and, as such, shall have the powers, duties and responsibilities specified in Secuon
6505.5 of the Joint Powers Law. The controller of the Authority shall draw checks to pay
demands agalnst the Authority when the demands have been approved by the Authority. The
City shall determine the charges to be made against the Authority for the SefV1ces of the
Treasurer.
Section 4.07. Officers in Chars!e 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 Authority; and he or she shall fue an official bond III the amount of at least
$25,000 as requITed by Section 6505.1 of the Joint Powers Law. Such bond may be maintained
as a part of or in conjunCtlon WIth any other bond maintained on such person by the CIty, it
being the intent of this Section 4.07 not to require bonding winch overlaps or duphcates those
bonding reqUIrements which are otherwise applicable to the City.
Section 4.08. AuthQritv Counsel. The CIty Attorney of the CIty shall serve as Authonty
Counsel.
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Section 4.09. Assistant Officers. The Board of Directors may appomt additlonal persons
to assIst and to act in the place of the Secretary, Director of FInance, Treasurer or other officers
of the Authority as the Board of Directors shall from tlme to time deem appropnate.
Section 4.10. Emulovees. 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 this Agreement. The Board of DIrectors shall also have the power to engage
such agents and independent contractors as may be necessary or appropriate for purposes of thIs
Agreement.
Section 4.11. Privile2es and Tmmuniti~= No F.mnlovment bv City or A2encv. All
- - - --
of the privileges and Immunities from liability, and any exemptions from laws, ordInances and
rules which apply to the actlvities of officers, agents, or employees of a Local Agency when
performing therr respective functlons shall apply to the same extent while they are engaged in
the performance of functlons and duties covered by this Agreement. Sunilarly, all pension,
relIef. disability, workers' compensation and other benefits avaIlable to officers, agents or
employees of a Local Agency shall be available to them to the same extent while they are
engaged in the performance of functlons and duties covered by this Agreement.
None of the officers, employees, agents or independent contractors employed or engaged
by the Authority shall be deemed, by reason of his or her employment or engagement by the
Authonty to be employed or engaged by the City or the Agency or, by reason of his 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 S.Ol. General Powers. The Authority shall exercise the powers common to the
CIty and the Agency, as provided herem or as otherwise permitted under the Joint Powers Law
and necessary to the accomplishment of the purposes of this Agreement, subject to the
restnchons set forth ill Section 5.04.
As prOVIded in the Joint Powers Law, the Authority shall be a pubhc entity separate from
the CIty and the Agency. The Authonty shall have the power to finance or refinance Public
CapItal Improvements for, and WorkIng Capital Requirements of, any Local Agency through
the acquisItion by the Authority of such Public Capital Improvements, the purchase by the
Authonty of Obligations of any Local Agency pursuant to Bond Purchase Agreements, the
lendmg of funds by the Authority to a Local Agency or the entenng into of contractual
arrangements by the Authority with a Local Agency.
Section 5.02. Power to 1m1~ Revenue BQnds. The Authority shall have all of the
powers provided in the Joint Powers Law, includmg but not hmIted to ArtIcle 4 of the Jomt
Powers Law (commencmg With section 6584), and including the power to issue Revenue Bonds
under the Bond Law.
Section 5.03. S!,ecific Pow~o;:. The Authonty, m Its own name, is hereby authonzed:
(a) to make and enter Into contracts;
(b) to employ agents or employees;
(c) to acquire, 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 enunent domain;
(d) to sue and be sued in its own name;
(e) to incur debts, liabihties or obligations, proVIded that no such Revenue Bond,
debt, liability or obligation shall constItute a debt, liability or obligatlon of the CIty or
the Agency;
(f) to apply for, accept, receive and dIsburse grants, loans and other aids from
any agency of the Umted States of America or of the State of California;
(g) to mvest any money in the treasury pursuant to sectlon 6505.5 of the JOInt
Powers Law that is 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 condIllons as
local agencies, pursuant to sectlon 53601 of the CalifOrnIa Government Code;
(h) to apply for letters of credIt or other forms of financial guarantees m order
to secure the repayment of Revenue Bonds and enter into agreements m connection
therewith;
(i) to carry out and enforce all the provisions of this Agreement;
(j) to make and enter mto Bond Purchase Agreements;
(k) to purchase Obligations 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;
(m) as proVIded by applicable law, to employ and compensate bond counsel,
financial consultants, and other advisers determined necessary by the Authonty In
connection WIth the issuance and sale of any Revenue Bonds;
(n) to contract for engineenng, architectural, accounting, or other servIceS
determined necessary by the Authonty for the successful development of a Public CapItal
Improvement;
(0) to pay the reasonable costs of consultlng engineers, architects, accountants,
and constructlon, 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 Pubhc CapItal Improvements;
(P) to exerCIse any and all other specific powers conferred by law.
Section 5.04. Restrictions on Exercise of Powers. The Authority shall exercise its
powers in 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 Joint Powers Law, shall be subject (in accordance with
sectlon 6509 of the Joint Powers Law) to the same restrictions as are Imposed upon the City in
the exercIse of silllllar powers.
Section 5.05. Non.Lial)ilitv For Obligations Qf Authority. The debts, habilities and
obhgatlons of the Authonty shall not be the debts, liabilities and obligatlons of the City or the
Agency. No member, officer, agent or employee of the Authority shall be indIvidually or
personally liable for the payment of the pnncipal of or premium or Interest on any obhgatlons
of the Authority or be subject to any personal liability or accountability by reason of any
obhgatlons of the Authority. However, nothing herein 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
mstruments authorizing the issuance of any obligations of the Authority.
Section 5.06. Indemnitv bv Authoritv for Liti2ation Exnenses of Officer. Director
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or Employee. Should any director, officer or employee of the Authority be sued m his or her
official capacity In any proceedIng arising out of his or her alleged misfeasance or nonfeasance
in the performance of his or her duties or out of any alleged wrongful act against the Authonty
or by the Authority, indemnity for such persons reasonable expenses incurred m the defense of
the proceedmgs, including attorney's fees. may be assessed against the Authority or its receIver
by the court m the same or a separate proceedmg if the person sued acted in good fatth and in
a manner such person reasonably believed to be in the best interests of the Authority and, m the
case of a criminal 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 m the defense of the proceeding.
Section 5.07. Execution of Contracts. The Board of DIrectors may authonze any
officer or officers, agent or agents, to enter mto or execute any contract or instrument in the
name of and on behalf of the Authority. Unless so authorized 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 liable for any purpose or in any amount.
Section 5.08. Fiscal 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 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 appropriate
CIrcumstance when reqUIred hereunder: (a) make contributlons from their treasuries for the
purposes set forth herein; (b) make payments of publIc funds to defray the cost of such purposes;
(c) make advances of public funds for such purposes, such advances to be repaid as provIded
herem; or (d) use their personnel, equipment or property In heu of other contributlons or
advances. The prOVIsions of sectIon 6513 of the California Government Code are hereby
incorporated into thIs Agreement.
Section 6.02. Accounts an(l Reports. The Authority shall establish and maintain such
funds and accounts as may be requITed 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 Authority shall give an audited written report of all financial actiVIties
for each FIscal Year to the City and the Agency WIthin 210 days after the close of each FIscal
Year.
The Treasurer, as controller of the Authority, shall either make or contract WIth a
certified public accountant or public accountant to make an annual audit of the accounts and
records of the Authonty. In each case the nunimum reqUIrements of the audit shall be those
prescribed by the State Controller for special districts under SectJ.on 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 is made by a certified public accountant or public
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 examination. By unammous request of the Board of DIreCtors,
the annual audIt may be replaced with an audit covering a two-year penod.
Any costs of the audit required by this section, includmg contracts with, or employment
of, certified public accountants or public accountants, shall be borne by the Authority and shall
be a charge against any unencumbered funds of the Authority available for the purpose.
Section 6.03. Funds. Subject to the apphcable 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 with generally
accepted accounting practices and shall make the disbursements required by thIS Agreement or
to carry out any of the proVIsions or purposes of thIS Agreement.
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ARTICLE vn
TERM; DISSOLUTION
Section 7.01. Term. This Agreement shall become effectlve, and the Authority shall
come mto existence, on the date first wntten above; and this Agreement shall thereafter continue
in full force and effect untIl terminated pursuant to Section 7.02 hereof.
Section 7.02. TeJn1inSltion. 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 outstanding and is not a party to any contract remaimng in effect. Upon termination of
thts Agreement, the Authority shall be dissolved; and, after payment or prOVISIon for payment
of all debts and habilities, the assets of the Authority 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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ARTICT.F, vm
MISCELLANEOUS PROVISIONS
Section 8.01. Notices. Notices hereunder shall be in wnting 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 writing to the other party hereto.
City of Santa Monica
1685 Main Street
Santa Monica, California 90401
Attention: CIty Manager
Redevelopment Agency of the City of Santa Momca
1685 Main Street
Santa Monica, California 90401
Attention: Executive Director
Section 8.02. Section Headin2S. All sectIon headings in this Agreement are for
convemence of reference only and are not to be construed as modifying or govemmg the
language in the section referred to or to define or hmIt the scope of any provision of thIs
Agreement.
Section 8.03. Consent. Whenever III thiS Agreement any consent or approval is required,
the same shall not be unreasonably WIthheld.
Section 8.04. Law Governing. ThIs Agreement is made m the State of California under
the constltution and laws of the State of California, and is to be so construed according to the
law of the State of California
Section 8.05. Amendments. The City and the Agency may amend this Agreement for
any purpose and at any time, or from time to time, except as hmited by contract with the owners
of Revenue Bonds issued by the Authority or the owners of certificates of participatIon in
payments to be made by the Authority. the City, the Agency or a l.ocal Agency or by applIcable
regulatlons or laws of any Junsdiction having authority.
Section 8.06. Enforcement bv Authoritv. The Authority is hereby authorized to take
any or all legal or equitable actions necessary or permitted by law to enforce this Agreement.
Section 8.07. CounteJ1larts. ThIS Agreement may be executed m any number of
counterparts. Each counterpart shall be deemed to be an original, and all together shall constltute
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 nght or
oblIgatIon 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
Ja?~.
John Jal1h, CIty Manager
(Seal)
ATTEST.
~~Jw
j Beth Sanchez, Actm~lty Clerk
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA
Ja?~.
John Jallh. ExecutIve Drrector
(Seal)
ATTEST-
~nChCZ'ACtrng
APPROVED AS TO FORM:
fr~~fLu'
Marsha Jifnes Moutne, Cay Attorney
and Agency Attorney
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