Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
CDA and City Resolution 84-22
.
.
..
RESOLUTION NO.
94-22
RESOLUTION APPROVING JOINT EXERCISE OF POWERS AGREEMENT
The City Council of the City of Gilroy resolves:
In connection with the creation of the Gilroy Public
Facilities Financing Authority, this Council approves that certain
Joint Exercise of Powers Agreement between the Community
Redevelopment Agency of the City of Gilroy and the City of Gilroy,
Santa Clara County, california, dated March 21, 1994, and attached
to this resolution.
The Mayor is authorized to sign the agreement and the Clerk is
authorized to attest its execution.
*
*
*
I hereby certify that the foregoing resolution was duly and
regularly adopted and passed by the City Council of the City of
Gilroy, California, at a regular meeting thereof held on the 21st
day of March, 1994, by the following vote of the members thereof:
AYES, and in favor, thereof, councilmembers: GILROY, KLOECKER,
MORALES, ROGERS, ROWLISON, VALDEZ and GAGE.
NOES, Councilmembers: None
ABSENT, councilmembers: None
4~~d~
APt::M d ,
Mayor ~
RESOLUTION NO. 94 - 22
ORIGINAL
.
.
JOINT EXERCISE OF POWERS AGREEMENT
GILROY PUBLIC FACILITIES FINANCING AUTHORITY
THIS AGREEMENT, dated for convenience as of March 21, 1994, is
by and between the City of Gilroy and the community Development
Agency of the City of Gilroy, each duly organized and existing
under the laws of the State of California (the "state"),
collectively called the "Members."
WITNESSETH:
WHEREAS, each of the Members is authorized to lease, purchase,
receive and hold property necessary or convenient for the
governmental operation of such Member~ and
WHEREAS, the acquisition, construction and installation of
property and Public Capital Improvements, and the financing of
such, by each of the Members acting separately may result in
duplication of effort, inefficiencies in administration, and
excessive cost in said acquisition, construction, installation and
financing of such, all of which, in the judgment of the Members,
could be eliminated, to the substantial benefit of the citizens and
taxpayers of each of the Members, if the financing were to be
performed through a single public agency, and such is the purpose
of this Agreement;
NOW, THEREFORE, in consideration of the above premises of the
mutual promises herein contained, the Members do hereby agree as
follows:
ARTICLE I
DEFINITIONS
section 1.01. Definitions. Unless the context otherwise
requires, the words and terms defined in this Article shall, for
the purpose hereof, have the meanings herein specified.
"Act" means Articles 1 through 4 (commencing with Section
6500) of Chapter 5, Division 7, Title 1 of the Government Code of
the state.
"Agreement" means this Agreement.
.
.
"Authoritv" means the Gilroy Public Facilities Financing
Authority established pursuant to this Agreement.
"Board" means the Board referred to in section 2.04, which
shall be the governing body of the Authority.
"Board Members" means the representatives of the Members
appointed to the Board pursuant to Section 2.03.
"Bond Law" means any law hereafter legally available for use
by the Authority in the authorization and issuance of bonds to
finance the acquisition of Obligations and/or Public Capital
Improvements.
"Bond Purchase Aqreement" means an agreement between the
Authority and a Member pursuant to which the Authority agrees to
purchase Obligations from such Member.
"Bonds" means bonds of the Authority, as defined by Section
6585(c) of the Bond Law, and issued pursuant to section 6590 or
6591 of the Bond Law.
"certificates of Particioation or certificates" means fully
registered tax exempt securities issued to evidence entitlement to
receive pro rata portions of principal of or interest on
installment payments, lease payments or the like, which
certificates of Participation or certificates are authorized and
issued in connection with any financing undertaken by or on behalf
of any Member in which financing the Authority is a participant in
any way.
"Fiscal Year" means the period from July 1st to and including
the following June 30th.
"Members and Member" means each of the parties to this
Agreement and "Member" means any such party.
"Obliqations" has the meaning given to the term "Bonds" in
Section 6585(c) of the Bond Law.
"Public Aqency" means any pUblic agency authorized by the Act
to enter into a joint exercise of powers agreement with the
Members.
"Public Caoital Imorovement" has the meaning given to such
term in section 6585(g) of the Act, as in effect on the date
hereof, and as hereinafter amended.
"Secretarv" means the secretary of the Authority.
"State" means the State of California.
2
.
.
"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
Members. The purpose of this Agreement is to provide for the
financing of all or a prescribed portion of the cost and expense of
acquisition, construction and installation of authorized Public
Capital Improvements for the Members through any financing
procedure legally available to the members, including but not
limited to authorization and issuance of Obligations and purchase
of any Obligations issued by any Member.
section 2.02. Creation of Authority. Pursuant to the Act,
there is hereby created a public entity to be known as the "Gilroy
Public Facilities Financing Authority." The Authority shall be a
public entity separate and apart from the Members, and shall
administer this Agreement.
section 2.03. Board. The Authority shall be administered by
a Board of seven (7) Board Members. The members of the City
Council of the City and the members of the governing body of the
Agency ex officio shall constitute the Board Members of the
Authority. The number and composition of the Board Members may be
changed by amendment of this Agreement. The Board shall be called
the "Governing Board of the Gilroy Public Facilities Financing
Authority." All voting power of the Authority shall reside in the
Board.
section 2.04. Meetings of the Board.
(a) Requ1ar Meetings. The Board shall provide for its
regular meetings; provided, however, that at least one regular
meeting shall be held each year. The date, hour and place of the
holding of regular meetings shall be fixed by resolution of the
Board and a copy of such resolution shall be filed with each of the
Members.
(b) Special Meetinqs. Special meetings of the Board may
be called in accordance with the provision of Section 54956 of the
Government Code of the State.
(c) Call. Notice and Conduct of Meetinqs. All meetings
of the Board, including without limitation, regular, adjourned
regular and special meetings, shall be called, noticed, held and
3
.
.
conducted in accordance with the provisions of Sections 54950 et
seq. of the Government Code of the state.
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 Board Member and to each of the Members.
section 2.06. Voting. Each Board Member shall have one vote.
section 2.07. Quorum; Required Votes; Approvals. Board
Members 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 Board Members shall be required to take any action
by the Board.
section 2.08. Bylaws. The Board may adopt, from time to
time, such bylaws, rules and regulations for the conduct of its
meetings as are necessary for the purposes hereof.
ARTICLE III
OFFICERS AND EMPLOYEES
section 3.01. Chairman, Vice-Chairman and Secretary. The
Board shall elect a Chairman and Vice-Chairman from among the Board
Members, and shall appoint a Secretary who may, but need not, be a
Board Member. The officers shall perform the duties normal to said
offices~ and
(a) the Chairman shall sign all contracts on
behalf of the Authority, and shall perform such other duties as may
be imposed by the Board;
(b) the Vice-Chairman shall act, sign contracts
and perform all of the Chairman's duties in the absence of the
Chairman~ and
(c) 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 pursuant to the Act.
Section 3.02. Treasurer. Pursuant to section 6505.6 of the
Act, the Director of Finance of the City of Gilroy is hereby
designated as the Treasurer of the Authority. The Treasurer shall
be the depositary, shall have custody of all of the accounts, funds
and money of the Authority from whatever source, shall have the
4
.
.
duties and obligations set forth in sections 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. As provided in section 6505, the Treasurer shall make
arrangements with a certified public accountant or firm of
certified public accountants for the annual audit of accounts and
records of the Authority.
section 3.03. Officers of 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 of 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 3.04. Bonding Persons Having 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 or any
Public Capital Improvement of the Authority and the respective
amounts of the official bonds of the Secretary and the Treasurer
and such other persons pursuant to section 6505.1 of the Act.
section 3.05. Legal Advisor. The Board shall have the power
to appoint the legal advisor of the Authority who shall perform
such duties as may be prescribed by the Board. Such legal advisor
may be the City Attorney of the City of Gilroy.
section 3.06. Other Employees. The Board shall have the
power to appoint and employ such other consultants and independent
contractors as may be necessary for the purposes of this Agreement.
All of the privileges and immunities from liability, exemption
from laws; ordinances 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 to
the same degree and extent while engaged in the performance of any
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 any Member or, by reason of their
employment by the Board, to be subject to any of the requirements
of the Members.
section 3.07. Assistant Officers. The Board may appoint such
assistants to act in the place of the Secretary or other officers
of the Authority (other than any Board Member) as the Board shall
from time to time deem appropriate.
5
.
.
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 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
finance all or a prescribed portion of the acquisition,
construction and installation of Public Capital Improvements
necessary or convenient for the operation of the Members.
section 4.02. Power to Issue Revenue Bonds. The Authority
shall have all of the powers provided in Article 4 of the Act
(commencing with section 6584), including the power to issue Bonds
under the Bond Law.
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 contracts, including
but not limited to site leases, lease agreements, lease purchase
agreements, installation sale agreements and the like:
(b) to employ agents or employees~
(c) to purchase obligations issued by any Member or to
acquire, construct, manage, maintain or operate any Public Capital
Improvement, including the common power of the Members to acquire
any Public capital Improvement by the power of eminent domain;
(d) to sue and be sued in its own name;
(e) to issue Obligations and otherwise to incur debts,
liabilities or obligations, provided that no such obligation, debt,
liability or obligation shall constitute a debt, liability or
obligation of any 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;
(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
6
.
.
agencies, pursuant to Section 53601 of the Government Code of the
State~
(h) to apply for letters of credit in order to
secure the repayment of Obligations and enter into agreements in
connection therewith;
(i) to carry out and enforce all the provisions of
this Agreement~
(j)
(k)
provided
to make and enter into Bond Purchase Agreements: and
to exercise any and all other powers as may be
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 of Gilroy in the exercise of
similar powers.
Section 4.05. Obligations of Authority. The debts,
liabilities and obligations of the Authority shall not be the
debts, liabilities and obligations of any of the Members.
ARTICLE V
METHODS OF PROCEDURE; CREDIT TO MEMBERS
Section 5.01. Assumption of Responsibilities By the
Authority. As soon as practicable after the date of execution of
this Agreement, the Board Members shall give notice (in the manner
required by section 2.04) of the organizational meeting of the
Board. At said meeting the Board shall provide for its regular
meetings as required by Section 2.04 and elect a Chairman and Vice-
Chairman, and appoint the Secretary.
Section 5.02. Delegation of Powers. Each of the Members
hereby delegates to the Authority the power and duty to acquire, by
lease, lease-purchase, installment sale agreements, or otherwise,
such Public Capital Improvement necessary or convenient for the
operation of any of the Members.
section 5.03. Credit to Members. All accounts or funds
created and established pursuant to any Trust Agreement to which
the Authority is a party, and any interest earned or accrued
thereon, shall inure to the benefit of the respective Members for
which such funds or accounts were created.
7
.
.
ARTICLE VI
CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS
Section 6.01. Contributions. The Members may in the
appropriate circumstance when required hereunder: (a) make
contributions from their treasuries for the purpose 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 herein, or (d) use its
personnel, equipment or property in lieu of other contributions or
advances. The provisions of Government Code 6513 are hereby
incorporated into this Agreement.
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 provision of any 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 180 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 agreement
shall establish suitable funds, furnish financial reports and
provide suitable accounting procedures to carry out the provisions
of said trust agreement. Said trustee may be given such duties in
said trust agreement as may be desirable to carry out this
Agreement.
section 6.03. Funds. Subject to the applicable prOV1S1ons of
any trust agreement or indenture 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 possible 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 Budget and Administrative Expenses. The
Board shall adopt a budget for administrative expenses, which shall
include all expenses not included in any bond issue of the
Authority, annually prior to March 1st of each year. The estimated
annual administrative expenses of the Authority shall be allocated
by the Authority to the parties hereto equally.
8
.
.
ARTICLE VII
TERM
section 7.01. Term. This Agreement shall become effective as
of March 21, 1994 and shall continue in full force and effect so
long as any Bonds or certificates of Participation remain
Outstanding~ provided, however, that: (a) if all of said Bonds and
certificates of Participation have been paid in full or adequate
provision for such payments has been made in accordance with the
proceedings for the issuance thereof, this Agreement shall
automatically terminate, and (b) this Agreement shall terminate
three (3) years from the date hereof in the event no Obligations
have been purchased by the Authority pursuant to a Bond Purchase
Agreement or if no Bonds or certificates of Participation shall
have been issued on or before said date.
Section 7.02. Disposition 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.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
section 8.01. Notices. Notices hereunder shall be in writing
and shall be sufficient if delivered to:
City of Gilroy
City Hall
7351 Rosanna Street
Gilroy, California 95020
Community Development Agency of the City of Gilroy
City Hall
7351 Rosanna street
Gilroy, California 95020
Section 8.02. Section Headings. All section headings in this
Agreement 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.--limi t 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.
9
.
.
section 8.04. Law Governing. This Agreement is made in the
State under the Constitution and laws of the state 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 the Authority or Certificates of
Participation in payments to be made by the Authority or the
Members 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 as required in order
to carry out any of the provisions of this Agreement or for any
other purpose, including without limitation 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.
section 8.07. Severability. 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, or otherwise be rendered unenforceable or ineffectual, the
validity of the remaining portions or provisions shall not be
affected thereby.
section 8.08.
upon and shall inure
respective Members.
obligation hereunder
Members.
Successors. This Agreement shall be binding
to the benefit of the successors of the
None of the Members may assign any right or
without the written consent of the other
lO
"
.
.
, .
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: March 21, 1994
CITY OF GILROY, a municipal
corporation of the State of
::1if~~ i~
Mayor:
ATTEST:
B~~b~
COMMUNITY DEVELOPMENT AGENCY
OF THE CITY OF GILROY
j)~at ~
By
)(4~
Secretary
11