HomeMy WebLinkAboutRDA JT PWRS AG RDA 04-03-95RDA NO.
4-3-95
DATE:
MARCH 29, 1995
Inter-Com
TO:
WILLIAM A. HUSTONt EXECUTIVE DIRECTOR TUSTIN COMMUNITY
REDEVELOPMENT /%GENCY (TCRD/%)
FROM:
RONALD /%. NAULT, TREASURER OF TCRD/%
SUBJECT: RESOLUTION RDA 95-2 AUTHORIZING /% JOINT EXERCISE OF POWER~
AGREEMENT WITH THE CITY OF TUSTIN
RE COMMENDAT ION:
Adopt Resolution RDA 95-2 authorizing the execution and delivery of
a Joint Exercise of Powers Agreement with the City of Tustin.
FISC/%L IMP/%CT:
None
DISCUSSION:
At the January 16, 1995, City Council meeting the Assessment
District Refinancing Team made a presentation to the Agency of the
proposed Bond refunding. Part of the presentation concerned the
formation and utilization of a Joint Powers Financing Authority
formed by the City and the Redevelopment Agency. The use of the
Financing Authority will facilitate the pooling of all the existing
fixed rate properties fromthe current two separate districts to a
single fixed rate district supported by all the fixed rate
properties in Tustin Ranch. This will create a much stronger
credit to the market place; facilitate the issuance of Bond
insurance which will result in a AAA Bond rating and reducing
borrowing costs and ultimately reducing the annual property
asseSsments.
The City Council directed staff to bring the Financing Authority
concept to.the Audit Committee for their evaluation and input. A
presentation was made to the Audit Committee at their meeting on
Monday, February 27, 1995. After a general discussion the Audit
Committee endorsed the use of the Financing Authority.
Once the authority is created by both the City and the Agency it
will require noticing of meetings, hearings, etc., similar to the
City. and Agency. The Authority will be taking an active part in
the refunding process from this point forward. It is intended that
all meetings of the Authority would be handled in the same fashion
Page 2
March 28, 1995
as .we now conduct City and Agency business. The City Council shall'
be the Board of Directors of the Authority.
The use of the Financing Authority will maximize the benefits that
may accrue to the individual property owners by facilitating the
best possible security on the remaining debt allowing for an
opportunity to insure the new Bonds which will result in the best
interest rates possible.
Director of Finance
RAN: ls/a:agreemt.¢ty
RESOLUTION NO. RDA 95-2
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE EXECUTION AND DELIVERY OF A
JOINT EXERCISE OF POWERS AGREEMENT WITH THE CITY
OF TUSTIN
WHEREAS, agendes formed under Article 1 (commencing with section 6500) of Chapter
5, Division 7, Title I of the California Government Code (the "Joint Powers Law") are permitted
to provide financing for any of their members or other local public agencies in the State o[
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;
·
.
. .
WHEREAS, the City of Tustin and the Tustin Community Redevelopment Agency (the
"Agency") wish to form an agency under the Joint Powers Law, to be known as the Tustin Public
Finandng Authority, for the purpose of providing an entity which can assist in providing
financing for purposes which are authorized under the Joint 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 omissions 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 Board of Directors the Tustin
Community Redevelopment Agency as follows:
Section 1. The Joint Exercise of Powers Agreement, in substantially the form submitted
to this meeting and made a part hereof as though set forth herein, be and the same is hereby
approved. The Chairperson of the Board of Directors of the Agency, or such other member of
the Board. of Directors as the Chairperson may designate, and the Executive Director of the
Agency (the "Authorized Officers") are each hereby authorized and directed,' for and in the
name of the Agency, to execute and deliver the Joint Exercise of Powers Agreement in the form
submitted to this meeting, with such changes, insertions and omissions as the Authorized
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 Agency are hereby authorized and directed
to take all actions and do all things necessary or desirable hereunder with respect to the
formation of the Tustin Public. Financing Authority, including but not limited to the execution
and delivery of any and all agreements, certificates, instnunents and other documents, which
they, or any of them, may deem necessary or desirable and not inconsistent with the purposes
of this Resolution.
Section 3. This Resolution shall take effect immediately upon its adoption.
APPROVED and ADOPTED by the Board of Directors of the Tustin Community
Redevelopment Agency on ,1995.
Thomas R. Saltarelli, Chairperson
ATTEST:
Mary E. Wynn, Secretary
By:
Valerie Crabill
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
I, Valerie Crabill, on behalf of Mary E. Wynn, Secretary of the Tustin Community
Redevelopment Agency, hereby certify that the foregoing is a full, true and correct copy of a
Resolution duly adopted at a meeting of the Board of Directors of said Agency duly and
regularly held at the regular meeting place thereof on ,1995, of which meeting all
of the members of said Board of Directors had due notice and at which a majority thereof were
present; and that at said meeting said Resolution was adopted by the following vote:
AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
An agenda of said meeting was posted at least 72 hours before said meeting at 300
Centennial Way, Tustin, California, a location freely accessible to members of the public, and a
brief general description of said Resolution appeared on said agenda.
· I further certify that I have carefully compared the same with the original minutes of said
meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct
copy of the original Resolution adopted at said meeting and entered in said minutes; and that
said Resolution has not been amended, modified or rescinded since the date of its adoption,
and the same is now in full force and effect.
Dated: , 1995
Mary E, Wynn, Secretary
By:.
Valerie Crabill
30047-01
JHHW:GH:bct
~ ]/0~/94
12/14/94
JOINT EXERCISE OF POWERS AGREEMENT
,1995
TUSTIN PUBLIC FINANCING AUTHORITY
TABLE OF CONTENTS
Section 1.01.
Section 2.01.
Section 2.02.
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
Section 4.08.'
Section 4.09.
Section 4.10.
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
ARTICLE I
DEFINmONS
Definitions ............................... _. .......................................................................... 2
ARTICLE II
GENERAL PROVISIONS
Purpose ........................ . .............................................................. ~ ....................... 21
Creation of Authority ........................................................................................ 4
ARTICLE 1II-
BOARD OF DIRECTORS
Board of Directors ............................................................................................ .5
Powers ............................................................................................................... .5
Compensation .......................................................................................... : ........ .5
Meetings of the Board of Directors ............................................................ : ....... 5
ARTICLE IV
OFFICERS AND EMPLOYEES
Officers ........................................................................................... .. ................... 7
Designation of Officers ...................................................................................... 7
Subordinate Officers.., ...................................................................................... 7
Executive Director ...,..i ..................................................................................... 8
Assistant Executive Director ............................................................................. 8
Secretary ............................................................................................................. 8
Treasurer ................................................................................ : ........................... 8
Officers in Charge of Records, Ftu~s and Accounts ........................................ 8
Other Employees ................................................................................................ 8
Assistant Officers ................... ~ .......................................................................... 9
· ARTICLE V
POWERS
General Powers ......... ~ ...................................................................................... 10
Power to Issue Revenue Bonds ............................... ~ .......... , ............................. 10
Specific Powers ................................................................................................ 10
Restrictions on Exercise of Powers ............................................... ] .................. 11
Non-Liability For Obligations of Authority .................................................... 11
Indemnity by Authority for Litigation Expenses of Officer,
CommissionDirector Memberor Employee. ..................................................... 11
Execution of Contracts .................................................................................... 11
Fiscal Year ........................................................................................................ 11
Section 6.01.
Section 6.02.
Section 6.03.
Section 7.01.
Section 7.02.
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Contributions ............ .. ................................................................................ : ..... 12
Accounts and Reports ..................................................................................... 12
Funds ................................................................................................................ 12
ARTICLE VII
TERM; DISSOLUTION
Term ................................................................................................................. 13-
Dissolution ............................................................... ........................................ 13
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Notices .............................................................................................................. 14
Section Headings .......................................................................................... ,...14
Consent. ............................................................................................................ 14
Law Governing. ................................................................................................ 14
Amendments .................................................................................................... 14
Enforcement by Authority ............................................................................... 14
Counterparts .................................................................................................... 14
Successors ........................................................................................................ 14
-111-
JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement"), dated as of
, 1995, is by' and between the CITY OF TUSTIN, a municipal corporation duly
organized and existing under and by virtue of the laws of the State of California (the "City"),
and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and
politic organized and existing under the laws of the State of California (the "Agency',);
WlTN E S S ETI-I:
WHEREAS, agendes formed under Article I (commenting with section 6500) of Chapter
5, Division 7, Title 1 of the California Government Code (the "Joint Powers Law") are permitted
to provide financing for any of their members or other local public agendes 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 1oo1 agencies; and
WHEREAS, the City and the Agency wish to form an agency under the Joint Powers
Law, to be known as the TUstin Public Financing Authority, for the purpose of providing 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:
-1-
D~IN1TIONS
Section 1,01. Definitions. Unless 'the context otherwise requires, the words and terms
defined in this Article shall, for the purposes hereof, have the meanings herein specified.
"Agency" Means the Tustin Community Redevelopment Agency.
"Agreement" means this Joint Exercise of Powers Agreement, as originally entered into or
as amended from time to time in accordance with Section 8.05.
"Authority" means the Tustin Public Financing Authority established pursuant to Section
2.02.
"Board of Directors" means the Board of Directors referred to in Section 3.01, which
shall be the governing body of the Authority.
"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of
the Joint Powers Law (commencing with section 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
financing of Obligations and/or Public Capital Improvements.
"Bond Purchase Agreement" means, an agreement between the Authority and a Local
Agency, pursuant to which the Authority agrees to purchase Obligations from a Local Agency.
"Bonds" means bonds, notes or other ~)bligati0ns 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, Wqrking Capital Requirements, or liability or
other insurance needs of any Local Agency.
"City" means the City of Tustin.
"Fiscal Year" means the period from July 1 in any calendar year to and including June 30
in the succeeding calendar year.
"Joint Powers Law'' means Articles 1 through 4 (commencing with section 6500) of
Chapter 5, Division 7, Title 1 of the California Government Code.
"Local Agency" means the City, the Agency and any other dty, county, city and county,
agency, special district or other public corporation of the State of California.
"O.bligations" has the meaning given to the term "Bonds" in section 6585(c) of the Bond
Law.
"Public Capital Improvements" has the meaning given such term in section 6585(g) of the
Bond Law.
"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.
GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Joint Powers Law
providing for the joint exercise of powers common to the City and the Agency, and for other
purposes as permitted under the Joint Powers Law, 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 or
refinancing of Public Capital Improvements for, and Working Capital Requirements of, any
Local Agency through the acquisition by the Authority of such Public Capital Improv.ements, the
purchase by the Authority of Obligations of any Local Agency pursuant to Bond Purchase
· Agreements, the lending of funds by the Authority to a Local AgenCy or the entering into of
contractual arrangements by the Authority with a Local Agency.
Section 2.02. Creation of Authority. Pursuant to the Joint Powers Law, there is hereby
created a public entity to be known as the "Tustin Public F'mandng Authority~. The Authority
shall be a public entity separate and apart from the City. and Agency, and shall administer this
Agreement
BOARD OF DIRECTORS
Section 3.01. Board of Directors. The Authority shall be administered by a Board of
Directors, which shall be comprised of five members, unless and until changed by amendment of
this Agreement. ·
/
Each member of the City Council shall be a member of the Board of Directors. The
Board of Directors shall always consist of the persons then serving as members of the City
Council, and each person who, currently or in the future, serves as a member of the City Council
shall serve, during the period in 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 Council, without any further act by any person, body or entity.
Each member shall hold membership on the Board of Directors until the expiration of his or her
term as a member of the City Council, or until he or she resigns, is removed or for any other
reason no longer serves as a member of the City Council, without any further act by any person,
body or entity.
The Mayor of the City shall be Chairperson of the Board of Directors and such
Chairperson shall preside at all meetings of the Board of Directors. The Mayor Pro Tern 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
Chairperson.
Section 3.02. ~. Subject to the limitations of this Agreement and the laws of the
State of California, 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 Authority.
Section 3.03. Compensation. Members of the Board of Directors shall serve without
compensation but each such member may be reimbursed his or her necessary and actual
expenses, including travel incident to his or her services as member of the Board of Directors,
pursuant to resolution of the Board of Directors. Any member of the Board of Directors may
elect, however, to decline said reimbursement.
Section 3.04. Meetimrs of the Board of Directors~ (a) Call, Notice and Conduct of Meetings.
All meetings of the Board o~'Directors, including without limitation, regular, adjourned regular
and special meetings, shall be called, noticed, held and conducted in accordance with the
provisions of sections 54950 et seq. of the California Government Code, known as the Ralph M.
Brown Act.
(b) Regular Meetings. Regular meetings of the Board of Directors shall be held at such
time as the Board of Directors may fix by resolution from time to time, and if any day so fixed
shall fall upon a legal holiday then, upon the next succeeding business day at the same hour. No
notice of any regular meeting of the Board of Directors need be given to the members of the
Board of Directors.
(c) Special Meetings. Special meetings of the Board of Directors shall be held whenever
called by the Chairperson of the Board of Directors, the Executive Director of the Authority or
by a majority of the members of the Board of Directors.
(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 time
to time. The al:firmative votes of at least a majority of the members of the Board of Directors
present at any meeting at which a quorum is present shall be required to take any action by the
Board of Directors. Every act or decision done or made by a majority of the members of the
Board of Directors present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
OFFICERS AND EMPLOYEES
Section 4.01. O. ttit. e~. The officers of the Authority shall be an Executive Director, an
Assistant Executive Director, 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 ~uthority. The Executive Director of the Authority 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, during the period in which he or She serves in
such capacity, Executive Director of the Authority. A person shall become Executive Director of
the Authority upon his or her becoming City Manag.er 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,
without any further act by any person, body or entity.
The Assistant City Manager shall be the Assistant Executive Director of the Authority.
The Assistant Executive Director of the Authority shall always be the person then serving as
Assistant City Manager, and each person who, currently or in the future, serves as Assistant
City Manager shall be, during the period in which he or she serves in such capacity, Assistant.
Executive Director of the Authority. A person shall become Assistant Executive Director of the
Authority upon his or her becoming Assistant City Manager, without any further act by any
person, body or entity. A person shall serve as Assistant Executive Director of the Authority
until he or she resigns, is removed or for any other reason no longer serves as Assistant Chief
Engineer and Assistant City Manager, 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
. Authority 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, during the period in
which he or she serves in such capacity, Secretary Of the Authority. A person shall become
Secretary of the Authority upon hisor 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,
without any further act by any person, body or entity.
The Treasurer of the City shall be the Treasurer of the Authority. The Treasurer of the
Authority shall always be the person then serving as Treasurer of the City, and each person
who, currently or in the future, serves as Treasurer of the City shall be, during the period in
which he or she serves in such capacity, Treasurer of the Authority. A person shall become
Treasurer of the Authority upon his or her becoming Treasurer of the City, 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 Treasurer of the City, without
any further act by any person, body or entity.
Section 4.03. Subordinate Officers. The Board of Directors may elect or authorize the
appointment of such other officers than those herein above mentioned as the business of the
Authority may require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in this Agreement, or as the Board of D~ectors from time
to time may authorize or determine.
Section 4.04. Executive Director. The Executive Director shall be the chief executive
officer of the Authority and shall, subject to the control of the Board of Directors, have general
- supervision, direction and control of the business and officers of the Authority. He or she shall
be ex officio member of all standing committees, and shall 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 Directors or this Agreement.
Section 4.05. Assistant Executive Director. In the absence or .disability of the Executive
Director, the Assistant Executive Director shall perfo .rm all the duties of the Executive Director
and when so acting shall have all the powers of. and be subject to all of the restrictions upon the
Executive Director. The Assistant Executive Director shall have such other powers and perform
such other duties as may from time to time be prescribed for him or her by the Board of
Directors or this Agreement.
Section 4.06. ~.~r.t..t~. The Secretary shall keep or cause to be kept a book of minutes at
the principal office or at such other place as the Board of Directors may order, of all meetings of
the Board of Directors, with the time and place of holding, whether regular or special, and if
special, how authorized, the notice thereof given, the names of those present at Board of
Directors meetings and the proceedings thereof. 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 4.07. Treasurer. Subject to the applicable provisions of any indenture or
resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the
depositary of the Authority to have custody of all the money of the Authority, from whatever
source, and, as such, shall have the powers, duties and responsibilities specified in Section
6505.5 of the Joint Powers Law. The Treasurer is hereby designated as controller of the
Authority and, as such, shall have the powers, duties and responsibilities specified in Section
6505.5 of the Joint Powers Law. The controller of the Authority shall draw checks to pay
demands against 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 services of .the
Treasurer.
Section 4.08. Officers in Charffe of Records, Funds and Accourlt~. 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 such officer shall file an official bond in the amount of $25,000
as required' by Section 6505.1 of the Joint Powers Law. Such bond may be maintained as a part
of or in conjunction with any other bond'maintained on such person by the City, it being the
intent of this Section 4.08 not to require duplicate or overlapping bonding requirements' from
those bonding requirements which are otherwise applicable to the City.
Section 4.09. Other Employees. The Board of Directors 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 of Directors
shall be deemed, by reason of his or her employment by the Board of Directors to be employed
by the City or the Agency or, by reason of his or her employment by the Board of Directors, to
be subject to any of the requirements of any of the City or the Agency.
Section 4.10. Assistant Oft~icer,q. The Board of Directors may appoint such assistants to
act in the place of the Secretary, Treasurer or other officers of the Authority as the Board of
DireCtors shah from time to time deem appropriate. .
ARTICLE V
POWERS
Section 5.01. General Power~ The Authority shall exercise in the manner herein provided
the power~ common to the City and the Agency, or as otherwise permitted under the Joint
· Powers 'Law, and necessary to the accomplishment of the purposes of this Agreement, subject
to the restrictions set forth in Section 5.04. '
As provided in the Joint Powers Law, the Authority shall be a public entity separate
from the City and the Agency. The Authority shall have the power to acquire and to finance the
acquisition of Public Capital Improvements necessary or convenient for the operation of any
Local Agency, and to acquire Obligations of any Local. Agency. '
Section $.02. PoWer to Issue Revenue Bond.~. The Authority shall have all of the powers
provided in the Joint Powers Law, including but not limited to Article 4 of the Joint Powers Law
(commencing with section 6584), and including the power to issue BOnds under the Bond Law.
Section $.03. Sveeific Powers. The Authority is herebY authorized, in its own name, to
do all acts necessary f~r the exercise of the foregoing powers, including but not limited to, any
or all of the following:
'(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, including the common power of the City and the Agency 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 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 City or the Agency;
(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 Joint
Powers Law 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;
(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 Joint Powers
Law.
Section 5.04. Restrictions on Exercise of Powers. The powers of the Authority shall be
exercised in the manner provided in the Joint Powers Law and in the Bond Law and, except
those powers set forth in Artide 4 of the Joint Powers Law, shall be subject (in accordance with
section 6509 of the Joint Powers Law) to the restrictions upon the manner of exercising such
powers that are imposed upon the City in the exercise of similar powers.'
Section 5.05. Non-Liability For Obligations of Authority. The debts, liabilities and
obligations of the Authority shall ~ot be the debts, liabilities and. obligations 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 principal of or premium or interest on any obligations of
the Authority or be subject to any personal liability Or accountability by reason of any
obligations of the Authority; but nothing herein contained shall relieve any such member, officer,
agent or employee from the 'performance of any offidal duty provided by law or by- the
instTuments authorizing the issuan~:e of any obligations of the Authority.
Section 5.06. Indemnity bv Authority for Litieation Exvenaes of Officer. Director or
Employee.. Should any directS, r, ~fficer or e~nployee-~f the Aut'.hority be sued, either alone or
with others, because he or she is or was a director, officer or employee of the Authority, 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 AuthOrity or by the Authority,
. indemnity for such persons reasonable expenses, including attorneys' fees incurred in the
defense of the proceedings, may be assessed against the Authority or its receiver by the court, in
the same or a separate proceeding if the .person sued actedin good faith and in a manner such
person reasonably believed to be in the best interests of the Authority and, in the case of a
criminal proceeding, had no reasonable .cause to believe the conduct of such person was
unlawful. The amount of such indemnity shall equal the amount' of the expenses, including
attorneys' fees, incurred in the defense of the proceeding.
Section 5.07. Execution of Contracts. The Board 'of Directors may authorize 'any officer
or officers, agent or agents, to enter into any contract or execute any contract or execute any
instrument in the name of and on behalf of the Authority and such Authority may be in general
or confined to spedfic instances and unless so authorized by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind 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. ~. The Fiscal Year of the Authority shall, unless and until
changed by the Board of Directors, commence on the 1st day of July of each year and shall end
on the 30th day of June of the next succeeding year.
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. The City and the. Agency 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
purposes, (c) make advances of public funds for such purposes, such advances to be repaid as
provided herein, or (d) use their personnel,' equipment or property in lieu of other contributions
or advances. The provisions of section 6513 of the California Government Code are hereby
incorporated into this Agreement.
Section 6.02. Accounts and Revolts. The Authority shall establish and maintain such
funds and accounts as may be required'by good accounting practice. The books and records of
the Authority 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 dose 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 Authority. In each case the minimum requirements of the audit shall be those
prescribed by the State Controller for special districts under Section 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 public records with the City and the Agency and
with the county auditor of Orange County. Such report shall be filed within 12 months of the
end of the Fiscal Year under examination.. By unanimous request of the Board of Directors, the
annual special audit may be replaced with an audit covering a two-year period.
Any costs of the audit, including contracts with, or employment of, certified public
accountants or public accountants, in making an audit pursuant to this section 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 applicable provisions of any instrument or agreement
which the Authority may enter into, 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, 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 VII
TERM; DISSOLUTION
Section 7.01. Term. This Agreement shall become effective, and the Authority shall come
into existence, on the date of execution and delivery hereof, and this Agreement shall thereafter
continue in full force and effect until the later of December 1, 2044 or the date on which no
Bonds remain outstanding and no material contracts to which the Authority is a party remain in
effect, unless earlier dissolved pursuant to Section 7.02 hereof.
Section 7.02. Dissolution. The Authority may, with the approval of the City and the
Agency, be dissolved by majority vote of the members of the Board of Directors if at the time of
such dissolution the Authority has no Bonds outstanding and is not a party to any material
contract remaining in effect. Upon the dissolution or termination of the Authority, and after
payment or provision for payment, all debts and liabilities, 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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MISCELLANEOUS PROVISIONS
Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient ff
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 Tustin
300 Centennial Way
Tustin, California 92680
Attention: Treasurer/Finance Director
Tustin Community Redevelopment Agency
300 Centennial Way
Tustin, California 92680
Attention: Executive Director
Section 8.02. Section Headings. All section headings in this Agreement are for
convenience of reference only and are not to. be construed, as mod'ff3,in, g or governing the
· language in the section referred to or to define or limit 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.
Section 8.04. Law Governine. This Agreemer~t is made in the State of California under
the constitution and laws of the Stat~ of California, and is to be so construed.
Section 8.05. Amendments. This Agreement may be amended at any time, or fi.om time
to time, except as limited by contract with the owners of 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 Local Agency or by applicable regulations or laws of any jurisdiction having
authority, by one or more amendments executed by the City and the Agency either as required
in order to carry out any of the provisions of this Agreement or for any other purpose.
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. CounterpartS. This Agreement may be executed in any number of
counterparts,, each of which shall be deemed to be an original, but all together shall constitute
. but one and the same Agreement.
Section 8.08. ~,1c._ce.~5_9.~. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the City and the Agency. No party hereto may assign any right or
obligation hereunder without the written consent of the other party hereto.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
by their proper officials thereunto duly authorized.
CITY OF TUSTIN
By.
ATTEST:
City Clerk
TUSTIN COMMUNITY
REDEVELOPMENT AGENCY
By'
ATTEST:
Secretarr