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HomeMy WebLinkAbout2012-02 RESOLUTION NO. 2012-02 A RESOLUTION OF THE GRAND TERRACE HOUSING AUTHORITY APPROVING THE AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT FOR THE GRAND TERRACE PUBLIC FINANCE AUTHORITY TO INCLUDE THE HOUSING AUTHORITY AS A PARTY WHEREAS, the Grand Terrace Redevelopment Agency, Grand Terrace, California ("Agency") was formed for the purpose of revitalizing areas within the City of Grand Terrace pursuant to Health and Safety Code Section 33000, et. seq.; WHEREAS, In California Redevelopment Association v. Matosantos, ("Matosantos") the California Supreme Court upheld AB X1 26 allowing for the dissolution of city redevelopment agencies and overturning AB X1 27 thus precluding redevelopment agencies continued existence as a VARP; WHEREAS, a Public Finance Authority Agreement was previously entered between the City of Grand Terrace and the Agency; WHEREAS, under Matosantos, the dissolution of.the Agency may result in a dissolution r' or winding up of the Grand Terrace Public Finance Authority; WHEREAS, the City adopted and created the Grand Terrace Housing Authority, which has assumed all rights, powers, assets, liabilities, duties, obligations and functions associated with the housing activities of the Agency pursuant to Health and Safety Code Section 34176; and WHEREAS, the Grand Terrace Housing Authority seeks to participate in the Public Finance Authority to assist it in continuing its housing activities; NOW THEREFORE, THE GRAND TERRACE HOUSING AUTHORITY DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The Grand Terrace Housing Authority hereby agrees to become a party to the Grand Terrace Public Finance Authority Agreement between the City and the Grand Terrace Redevelopment Agency. SECTION 2. The Grand Terrace Housing Authority hereby approves and ratifies the Amended and Restated Joint Exercise of Powers Authority of the Grand Terrace Public Finance Authority attached hereto as Exhibit A. SECTION 3. The Grand Terrace Housing Authority Secretary shall certify to the adoption of this Resolution. PASSED AND ADOPTED by the Board of Directors of the Grand Terrace Housing Authority, Grand Terrace, California, at a regular meeting held on the 30th of January, 2012. ATTEST: Secretary the Brand Terra ousing Chairman o he Grand Terrace Housing Authority Authority Resolution No. 2012-02 I, Tracey R. Martinez, Secretary of the Grand Terrace Housing Authority, do hereby certify that the foregoing Resolution was introduced and adopted at a regular.meeting of the Grand Terrace Housing Authority held on the 30th day of January 30, 2012 by the following vote: AYES: Board--Members McNaboe, Sandoval and Hays;. Vice-Chairman Garcia Chairman Stanckiewitz NOES: None ABSENT: None ABSTAIN: None CJ" �',� , Tracey R. @artin z IQ5 Secretary Approved as o form: Authority Counsel AMENDED AND RESTATED JOINT EXERCISE POWERS AGREEMENT GRAND TERRACE PUBLIC FINANCING AUTHORITY THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT, dated January 30, 2012, is by and between the City of Grand Terrace (the "City"), the Grand Terrace Housing Authority, and the Redevelopment Agency of the City of Grand Terrace (the "Agency"). Each duly organized and existing under the laws of the State of California. WITNESETH; WHEREAS, the City and the Agency were initially parties to the Joint Exercise of Powers Agreement dated December 13 1990; and WHEREAS, the City activated the Grand Terrace Housing Authority ("Housing Authority") by adoption of Resolution No. 2012-05 on January 30, 2012; and WHEREAS, the City, the Agency and the Housing Authority are each authorized to own, lease, purchase, receive and hold property necessary or convenient for their governmental operations; and WHEREAS, the financing of the acquisition of property by the City, the Agency, and/or the Housing Authority, acting separately may result in duplication of effort, inefficiencies in administration, and excessive cost, all of which, in the judgment of the City, the Agency and the Authority could be eliminated if the financing of the acquisition of property was capable of being performed through a single public agency, and such is the purpose of this Agreement; and WHEREAS, the Housing Authority wishes to join the Public Financing Authority as a Member; and WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 authorized agencies formed under the Joint Exercise of Powers Law (hereinafter defined as the "Act") to assist in the financing of public capital improvements to be owned by any of its members or any other city, county, city and county, authority, district or public corporation of the State of California; NOW, THEREFORE, in consideration of the above promises and of the mutual promises herein contained, the City, the Agency and the Housing Authority do hereby agree as follows: Y� i ARTICLE DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article I shall, for the purpose herein, have the meanings herein specified. "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code. "Agreement" means this Agreement. "Authority" means the Grand Terrace Public Financing Authority established pursuant to the original Agreement. "Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584), as now in effect or hereafter amended, Article 2 of the Act 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 financing of Obligations and/or Public Capital Improvements. "Bond Purchase Agreement" means an agreement between the Authority and the City, the Housing Authority, or the Agency, pursuant to which the Authority agrees to purchase Obligations from the City, the Housing Authority, or the Agency as the case may be. "Board" means the Board of Directors referred to in Section 2.03, which shall be the governing body of the Authority. "Bonds" means bonds of the Authority issued pursuant of the bond law. "Directors" means the representatives of the City appointed to the Board pursuant to Section 2.03. "Fiscal Year" means the period from July 1st to and including the following June 30th. "Local Agency" means a Member, or an agency or subdivision of that Member, sponsoring a project of Public Capital Improvements, or any city, county, city and county authority, district or public corporation of the State of California. "Members" means the City, the Housing Authority, and the Agency. -- 2 "Obligations" has the meaning given to the term 'Bonds" in Section 6585 (c) of the Bond Law. "Public Capital Improvement" has the meaning given to such term in Section 6585 (g) of the Act, as in effect on the date hereof, and as hereafter amended. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.01. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.02. ARTICLE II GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the City, the Housing Authority, and the Agency, and for other purposes as permitted under the Act, the Bond Law and as agreed by one or more of the parties hereto. The purpose of this Agreement is to provide for the financing of the Public Capital Improvements for, and working capital, liability and other insurance requirements of, a Local Agency through the acquisition by the Authority of such Public Capital Improvements and the leasing thereof to a Local Agency pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to a Local { Agency. �f Section 2.02. Creation of Authoritv. Pursuant to the Act, there is hereby created a public entity to be known as the "Grand Terrace Public Financing Authority." The Authoity shall be a public entity separate and apart from the Members, and shall administer the Agreement. Section 2.03. Board of Directors. The Authority shall be administered by a Board of five (5) Directors, unless and until changed by amendment of this Agreement. The members of the City Council of the City, as such members may change from time to time, shall constitute the Directors of the Authority. The Board shall be called the "Board of Directors of the Grand Terrace Public Financing Authority". All voting power of the authority shall reside in the Board. Section 2.04. Meetings of the Board. (a) Regular Meetings. The Board shall provide for its regular meeting; provided, however, that at least one regular meeting shall be held each year. The regular meetings have been fixed by resolution of the Board to be held at 6:00 pm on the second City Council meeting date of May, and a copy of such resolution has been filed with each of the Members. ~-" 3 (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of section 54956 of the California Government Code. (c) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (Section 54950 et seq. of the California Government Code). Section 2.05. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each director and to the members. Section 2.06 Votinq. Each Director shall have one vote. Section 2.07. Quorum; Required Votes; Approvals. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors present at any meeting at which a quorum is present shall be required to take any action by the Board. Section 2.08. Bvlaws. The Board may adopt, from time to time, such bylaws, - rules and regulations for the conduct of its meetings as are necessary for the purpose �J! hereof. ARTICLE III OFFICERS AND EMPLOYEES Section 3.01. Chairman. Vice-Chairman and Secretarv. Chairman of the Board shall be the Mayor of the City, Vice-Chairman shall be the Mayor Pro Tern of the City, and shall appoint as Secretary the City Clerk of the City. The officers shall perform the duties normal to said offices. The Chairman shall sign contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Board. The Vice-Chairman shall act, sign contracts, and perform all of the Chairman's duties in the absence of the Chairman. The Secretary shall countersign all contracts signed by the Chairman or Vice-Chairman on behalf of the Authority, perform such other duties as may be imposed by the Board and cause a copy of this Agreement to be filed with the Secretary of State of the State of California pursuant to the Act. Section 3.02. Executive Director. The City Manager of the City is hereby designated as Executive Director of the Authority who shall act as the supervisor of staff members of the Authority. Section 3.03. Treasurer. Pursuant to Section 6505.6 of the Act, the Finance Director of the City is hereby designated as the Treasurer of the Authority. The �, 4 r Treasurer shall be the depository, shall have the duties and obligation set forth in Section 6505 and 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.04. Officers in Charge of Records, Funds and Accounts. Pursuant to Section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all accounts, funds and money for the Authority and all records of the Authority relating thereto; and the Secretary shall have charge of, handle and have access to all other records of the Authority. Section 3.05. Bondinq Persons Havinq Access to Public Capital Improvements. From time to time, the Board may designate persons, in addition to the Secretary and the Treasurer, having charge of, handling or having access to any records, funds or accounts of any public Capital Improvement of the Authority, and the respective among of the official bonds of the Secretary and the Treasurer and such other persons pursuant to Section 6505.1 of the Act. Section 3.06. Other Emr)lovees. The Board shall have the power to appoint and employ such other employees, consultants and, independent contractors as may be necessary for the purposes of this Agreement. All other privileges and immunities from liability, exemption from laws, ordinance, and rules, all pension, relief, disability, workers' compensation, and other '�. benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them the same degree and extent while engaged in the performance of the functions and other duties under this Agreement. None of the Officers, Agents, or employees directly employed by the Board shall be deemed, by reason of their employment by the Board to be employed by the City, the Housing Authority, or the Agency or, by reason of their employment by the Board, to be subject to any of the requirements of the City, the Housing Authority, and/or Agency. Section 3.07. Assistant Officers. The Board may appoint such assistant to act in the place of the Secretary or other such assistant to act in the place of the Secretary or other officers of the Authority (other than any Director), and may by resolution provide for the appointment of additional officers of the authority who may or may not be Directors, as the Board shall from time to time deem appropriate. ARTICLE IV POWERS Section 4.01. General Powers. The Authority shall exercise, in the manner herein provided, the powers common to each of the Members, or as otherwise 5 permitted under the Act, and necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the Authority shall be a public entity separate from the Members. The Authority shall have the power to acquire and to finance the acquisition of Public Capital Improvements necessary or convenient for the operation of a Local Agency, and to acquire Obligations of a Local Agency. Section 4.02. Power to Issue Revenue Bonds The Authority shall have all of the powers provided in the Act, including, but not limited to, Article 4 of the Act (commencing with Section 6584, and including the power to issue Bonds thereunder. Section 4.03. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including, but not limited to, any or all of the following: (a) to make and enter into contract; (b) to employ agents or employees; (c) to acquire, construct, manage, maintain or operate any Public Capital Improvement, including the common powers of the Members, to acquire r' any Public Capital Improvement by the power of eminent domain; (d) to sue and be sued in its own name; (e) to issue Bonds and otherwise to incur debts, liabilities, or obligations, provided that no such bond, debt, liability, or obligation shall constitute a debt, liability, or obligation of the Members; (f) to apply for, accept, receive, and disburse grants, loans, and other aids from any agency of the United States of America or of the State of California; (g) to invest any money in the treasury pursuant to Section 6505.5 of the Act that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code; (h) To apply for letters of credit or other form of financial guarantees in order to secure the repayment of Bonds and enter into agreements in connection therewith; (i) to carry out and enforce all the provisions of this Agreement; 6 (j) to make and enter into Bond Purchase Agreements; (k) to purchase Obligations of any Local Agency; and (1) to exercise any and all other powers as may be provided in the Act or in the Bond Law. Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Act and in the Bond Law, and, except for those powers set forth in the Bond Law, shall be subject (in accordance with Section 6509 of the Act) to the restrictions upon the manner of exercising such powers that are imposed upon the City in the exercise of similar powers. Section 4.05. Obligations of Authoritv. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the Members. ARTICLE V METHODS OF PROCEDURE; CREDIT TO MEMBERS Section 5.01. Assumption of Responsibilities by the Authoritv. As soon as practical after the date of execution of this Amended and Restated Agreement, the Directors shall give notice (in the manner required by Section 2.04) of the re- organizational meeting of the Board. At said meeting, the Board shall provide for its regular meetings as required by Section 2.03 and elect a Chairman and Vice-Chairman, and appoint the Secretary. Section 5.02. Deleaation of Powers. The Members hereby delegate to the Authority the power and duty to acquire, by lease, lease-purchase, installment sale agreements, or otherwise, or make loans to finance, such Public Capital Improvements as may be necessary or convenient for the operation of the Local Agency. Section 5.03. Credit to Members. All accounts or funds created and established pursuant to any instrument or agreement to which the Authority is a party, and any interest earned or accrued thereon, shall inure to the benefit of the Members in the respective proportions for which such funds or accounts were created. ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORT; FUNDS Section 6.01. Contributions. The Members may, in the appropriate circumstance, when required hereunder: (a) make contributions from their treasuries for the purposes set forth herein,(b) make payments of public funds to defray the cost of such purchases,(c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use its personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the Act are hereby incorporated into this Agreement. 7 Section 6.02. Accounts and Reports. To the extent not covered by the duties assigned to a trustee chosen by the Authority, the Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provisions of any trust indenture or trust agreement entered into with respect to the proceeds of any Bonds issued by the Authority. The books and records of the Authority in the hands of a trustee or the Treasurer shall be open to inspection at all reasonable times by representatives of the Members. The Treasurer within 120 days after the close of each Fiscal Year, shall give a complete written report of all financial activities for such fiscal year to the Members to the extent such activities are not covered by the report of such trustee. The trustee appointed under any trust indenture or trust agreement shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust indenture or trust agreement. Said Trustee may be given such duties in said trust indenture or trust agreement as may be desirable to carry out this Agreement. Section 6.03. Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of, and disburse Authority funds as nearly as practicable in accordance with generally accepted accounting practices, shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. -= Section 6.04. Annual Budqet and Administrative Expenses. The Board shall adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the Authority, annually prior to July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated by the Authority to the Members equally. ARTICLE VII TERM Section 7.01. Term. This Agreement shall become effective as of the date hereof and shall continue in full force and effect so long as any Bonds remaining outstanding, so long as the Authority shall own any interest in Public Capital Improvements, or so long as the Members wish to keep the Agreement in place. Section 7.02. Disoosition of Assets. Upon termination of this Agreement, all property of the Authority, both real and personal, shall be divided among the parties hereto in such manner as shall be agreed upon by the parties. ,� 8 Section 7.03. Withdrawal of Member. Should any Member withdraw, the Agreement will remain in full force and effect, and the Authority will continue to own any and all real or personal property held in its name, notwithstanding the withdrawal of any Member. No disposition of assets shall be made as provided in Section 7.02 above unless the Agreement is terminated. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to the notice address of each party hereto for legal notices or as otherwise provided by a party hereto in writing to each of the other parties hereto. Section 8.02. Section Headings. All section headings in this are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provisions of this Agreement. Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. t Section 8.04. Law Governinq. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 8.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Bonds issued by Authority or certificates of participation in payments to be made by the Authority or a Local Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all of the parties to this Agreement either or as required in order to carry out any of the provisions of this Agreement or for any other purpose, including without limiting addition of new parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement. Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. 9 �J1 Section 8.07. Severabilitv Should any part, term, or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of binding upon and shall inure to the benefit of the successors of the Members, respectively. Neither Member may assign any right or obligations hereunder without the written consent of the other. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals to be hereto affixed, on the day and year set opposite the name of each of the parties. Dated: January 30, 2012 CITY OF GRAND TERRACE By: Mayor Dated: January 30, 2012 CITY OF GRAND TERRACE REDEVELOPMENT AGENCY Chairman� Dated: January 30, 2012 GRAND TERRACE HOUSING AUTHORITY By: l Chairman APPROVED AS TO FORM AND LEGALITY 0 Legal Counsel for City, Agency, and Housing Authority 10