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GPFFA and City Resolution 94-22 . . .. 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 41~~d~ APt::;; 3 . 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. . . "Authority" 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 ParticiDation 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 CaDital Improvement" 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. "Secretary" 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 I I 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. II 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) Reqular Meetinqs. 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) to make and enter into Bond Purchase Agreements: and (k) to exercise any and all other powers as may be provided 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 orm-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 10 '. . . , . 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 ::lifU~l~ Mayor. ATTEST: BA=b~ COMMUNITY DEVELOPMENT AGENCY OF THE CITY OF GILROY f)~af c;r By 'Jt4~ S-ecretary 11