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HomeMy WebLinkAboutPCDC Resolution 96-07 05/20/1996RESOLUTION NO. 96-07 RESOLUTION APPROVING JOINT EXERCISE OF POWERS AGREEMENT The Board of Directors of the Petaluma Community Development Commission resolves: This Board approves the Joint Exercise of Powers Agreement between the Petaluma Community Development Commission and the City of Petaluma creating the "Petaluma Public Financing Authority" dated May 20, 1996. A copy of the Agreement is attached to this resolution and marked as Exhibit A. The Chairman is authorized to sign the agreement and the Secretary is authorized to attest its execution. ADOPTED, SIGNED AND APPROVED this 20th day of May, 1996, by the following vote: AYES : Maguire, Hamilton, Stompe, Read, Shea, Vice Mayor Barlas, Mayor Hilligoss NOES : None ABSTENTIONS: None ABSENT: None "Chairman of the ATTEST; Secretary JOINT EXERCISE OF POWERS AGREEMENT PETALUMA PUBLIC FINANCING AUTHORITY THIS IS AN AGREEMENT between the City of Petaluma (the "City"), a municipal corporation of the State of California, and the Petaluma Community Development Commission (the "Commission"), a public commission organized under the laws of the State of California. RECITALS Each of the parties is authorized to lease, purchase, receive and hold property necessary or convenient for their respective governmental operations. The financing of the acquisition,. construction and installation of Public Capital Improvements (as defined below) by each party acting separately may result in duplication of effort, inefficiency of administration and excessive cost, all of which, in the judgment of the parties, can be reduced or eliminated, to the substantial benefit of the citizens and taxpayers of each party, by financing the improvements through a single public agency. NOW, THEREFORE, in consideration of the mutual promises herein made, the parties agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms herein shall have the meanings set forth in the Bond Law (as defined below) or in this Article. "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. 01Authority" means the Petaluma Public Financing Authority established pursuant to this Agreement. "Board" means the governing body of the Authority. "Board Members" means the representatives of the parties appointed to the Board pursuant to Section 2.03. XI~~T "Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, as amended (Section 6584, et seq., California Government Code) . "Fiscal Year" means the period from July 1st to and including the following June 30th. °tPublic Agency" means any public agency authorized by the Act to enter into a joint exercise of powers agreement with the parties. "Secretary" means the Secretary of the Authority. 11Treasurer" 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 to provide for financing all or a part of the cost of Public Capital Improvements for the parties through the.Bond Law or any financing procedure legally available to the parties. Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Petaluma Public Financing Authority." The Authority shall be a public entity separate and apart from the parties, and shall administer this Agreement. Section 2.03. Board. The Authority shall be administered by a Board of seven (7) members. The members of the City Council of the City and the members of the governing body of the Commission 2X offlclo shall constitute the Board. 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 Petaluma 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 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 parties. 2 (b) Special Meetings. Special meetings of the Board may be called in accordance wifih the provisions of Section 54956 of the California Government Code. (c) Call, Notice and Conduct of Meetings. All meetings of the Board, whether regular, adjourned or special, shall be called, noticed and conducted in accordance with the provisions of Sections 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 Board Member and to each of the parties. 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 from time to time may adopt bylaws, rules and regulations for the conduct of its meetings. 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 California Secretary of State pursuant to the Act. 3 Section 3.02. Treasurer. Pursuant to Section 6505.6 of the Act, the Director of Finance of the City is hereby designated as the Treasurer of the Authority. The Treasurer shall be the depositary and have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure 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 in Charge of Records, Funds and ACCOUntB. 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 may be the City Attorney), who shall perform the duties prescribed by the Board. Section 3.06. Other Employees. The Board may employ other consultants and independent contractors as needed for the purposes of this Agreement. None of the officers, agents, or employees directly employed by the Board shall be deemed, by reason thereof, to be employed by any party or to be .subject to any requirements of the parties. Section 3.07. Assistant Officers. The Board from time to time may appoint assistants to act in-the place of the Secretary or other officers of the Authority (other than any Board Member). 4 ARTICLE IV POWERS Section 4.01. General Powers. The Authority may exercise the powers common to each of the parties and necessary to the purposes of this Agreement, subject to the restrictions set forth in this Article. As provided in the Act, the Authority shall be a public entity separate from the parties. The Authority shall have the power to finance all or a part of Public Capital Improvements necessary or convenient for the operation of the parties. Section 4.02. Powers under the Bond Law. The Authority shall have all of the powers. set forth in the Bond Law, as now existing or as hereafter amended. Section 4.03. 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 on the manner of exercising such powers that are imposed on the City in the exercise of similar powers. Section 4.04. Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any party. 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 the meeting the Board shall provide for its regular meetings as required by Section 2.04, elect a Chairman and Vice- Chairman and appoint the Secretary. Section 5.02. Delegation of Powers. Each of the parties hereby delegates to the Authority the power and duty to acquire, by lease, lease-purchase, installment sale agreements, or otherwise, the Public Capital Improvements necessary or convenient for the operation of any party. 5 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 party for which the funds or accounts were created. ARTICLE VI CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS Section 6.01. Contributions. The parties may: (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. 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 the funds and accounts required by good accounting practice or by provisions of a trust agreement respecting the proceeds of 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 parties. Within 180 days after the close of each Fiscal Year, the Treasurer shall give a complete written report of all financial activities for the fiscal year to the parties to the extent these activities are not covered by the report of a 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 the trust agreement. Section 6.03. Funds. As to funds not held by a trustee, 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. Section 6.OA. Annual Budqet 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. 6 ARTICLE VII TERM Section 7.01. Term. This Agreement shall become effective on its date and shall continue in full force and effect so long as any Bonds remain Outstanding. Unless then renewed by the parties, this Agreement shall automatically terminate on the date on which the last outstanding Bond of the Authority shall have been paid, or provision made for its payment. Section 7.02. Disposition of Assets. Upon termination of this Agreement, all real and personal property of the Authority shall be divided among the parties as they may agree. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Notices. Notices hereunder shall be in writing and ..shall be sufficient if delivered to: City of Petaluma City Hall 11 English Street Petaluma, CA 95942 Petaluma Community Development Commission City Hall 11 English Street Petaluma, CA 95942 Section 8.02. .Section Headings. Section headings in this Agreement shall not be used in construing the meaning of the text of the section. Section 8.03. Law Governing. This Agreement is made in the State under the Constitution and laws of the State and is to be so construed. Section 8.04. Amendments. The parties may amend this Agreement from time to time, or by supplement may add additional parties to this Agreement, except as limited by contract with the owners of Bonds issued by the Authority or by regulations or laws of any jurisdiction having authority. Section 8.05. Severability. Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 7 Section 8.06.. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective parties. None of the parties may assign any right or obligation hereunder without the written consent of the other parties. DATED: May 20, 1996 CITY OF PETALUMA, a municipal corporation f the State f California By ~ GX/~ Mayor ATTEST: By City Clerk PETALUMA COMMUNITY DEVELOPMENT COMMISSION /~ ATTEST: By Secretary Chairman 8