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HomeMy WebLinkAboutB02 AuthCertReEffofJPAAgmtQuint & Thimmig LLP $4,125,000 TUSTIN PUBLIC FINANCING AUTHORITY Water Revenue Bonds, Series 2024 Subordinate Lien) CERTIFICATE REGARDING EFFECTIVENESS OF JOINT EXERCISE OF POWERS AGREEMENT The undersigned hereby states and certifies: 2/7/24 B2 (i) that the undersigned is the duly appointed, qualified and acting Secretary of the Tustin Public Financing Authority, a joint exercise of powers entity duly organized and existing under the laws of the State of California (the "Authority"), and operating pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code (the "Act") and pursuant to a Joint Exercise of Powers Agreement, dated as of May 1, 1995, by and between the City of Tustin and the Tustin Community Redevelopment Agency, as amended pursuant to the First Amendment to Joint Exercise of Powers Agreement, dated September 23, 2002 (collectively, the "Agreement"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same on behalf of the Authority; (ii) that attached hereto is a true, correct and complete copy of the Agreement, which Agreement has not been further amended (except as stated), modified or rescinded in any way and is in full force and effect as of the date hereof; and (iii) that to the best of knowledge of the undersigned after due inquiry, all required filings have been made with the Secretary of State of the State of California, and the Authority is in good standing as a joint exercise of powers agency under the Act. Dated: February 14, 2024 TUSTIN PUBLIC FINANCING AUTHORITY By Eric . Yasuda, ecretary 30047-01 n micHt" JOINT EXERCISE OF POWERS AGREEMENT May 1,1995 TUSTIN PUBLIC FINANCING AUTHORITY RnW TABLE OF CONTENTS ARTICLE I DEFINITIONS Section1.01. Definitions ...................................... ............................................................... 2 ARTICLE 11 GENERAL PROVISIONS Section201. Purpose ....................................................................................... -----.._........4 Section 202 Creation of Authority....._..........................................:......................................4 ARTICLE M BOARD OF DIRECTORS Section 3.01. Board of Directors...................................._....................................._......--••--...5 Section3.02 Powers ........................... .......................... :...................._....._......._..............5 Section 3.03. Compensation. ....................... ........................................................... . ............. 5 Section 3.04. Meetings of the Board of Directors .... _............ _........ _..__.......... __.__..._......5 ARTICLE IV OFFICERS AND EMPLOYEES Section4.01. Officers.._.._...__...._ ........................ .......... ................ _... ............. ................ 7 Section 4.02 Designation of Officers. .......... ....................................................... _.._............7 Section 4.03. Subordinate Offecem...................... _................. ................................ ............... 7 Section 4.04. Executive Director .............................. ...................................................... 8 Section 4.05. Assistant Executive Director .............. _........................................... ............ _..8 Section4.06. Secretary ........... .......... _........ ........... -................... _............. ........................... Section4.07. Treasurer ...... .................. ............................................................ _............8 Section 4.08. Officers in Charge of Records, Funds and Accounts. ................................... 8 Section4.09. Other Employees ....................................... ........................... ._._......-__. 8 Section 4.10. Assistant Officers ...... ........................... _.....................__................__............9 ARTICLE V POWERS Section5.01. General Powers....................................._..................................._...._........_....10 Section 5.02 Power to Issue Revenue Bonds .................................. .._..._............-.---....._..10 Section 5.03. Specific Powers .......................... ..... _................................ ...... _............. ........ 10 Section 5.04. Restrictions on Exercise of Powers...................................._.............................I I Section 5.05. Noe -Liability For Obligations of Authority . .................. ................................ 11 Section 5.0.6. Indemnity by Authority for Litigation Expenses of Officer, Commission Director Member or Employee........................................................... _....... I I Section 5.07. Execution of Contracts..........._......................................._................__...._....11 Section 5.08. Fiscal Year ................................... .......... ....... ...................... .................... _.... I I 4- ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS Section6.01. Conhibutions--•-•................._.............._.........................................----...........12 Section 6.02 Accounts and Reports:••---•--.........._....-....-.................-......_........_......._.....12 Section6.03. Funds ............. ...... ................. ......... ......... .............................................. ...... 12 ARTICLE VII TERM; DISSOLUTION Section7.01. Term. ........... _................................. -...._....-............................_.------.............13 Section7.02, Dissolution.-................-.-........,................................---.......•---.......................13 ARTICLE VIII MISCELLANEOUS PROVISIONS Section8.01. Notices. ...................... .............................................................................. 14 Section 8.02. Section Headings ... ................. ... ............................................................ 14 Section8.03. Consent ..................... _..... ..................................................................... 14 Section 8.04. Law Governin&................... ... .......... Section8.05. Amendments ................. ................ ................................. ....... -...................... 14 Section 8.06. Enforcement by Authority....................................................................... ....... 14 Section•8.07. Counterparts .._ ...................... -........................................................................ 14 Section 8.0& Successors. ................. ...................................... ............ . ........ ....... .......... 14 JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement", dated as of May 1,1995, is by and between the CITY OF.TUSTIN, a municipal corporation duly organized and existingg under and by virtue of the laws of the State ofCalifornia (the "City", and the TUSTIN COM UNITY REDEVELOPMENT AGENCY, a public body corporate and politic organized and edsting under the laws of the State of California (the 'Agency"; WITNESSETii WHEREAS, agencies formed under Article I (commencing 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 agencies 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 local 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: ARTICLE I Dffna IONS Section L' ol. 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 an -tended, 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. "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. "Loral Agency" means the City, the Agency and any other city, county, city and county, agency, special district or other public corporation of the State of California "Obligations" 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. "Revenue Bonds" means bonds,. notes or other obligations 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, Working Capital Requirements, or liability or other insurance needs of any Local Agency. "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- -2- ARTICLE U GENERAL PROVISIONS Section 2.01. Puse. 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 Improvements, 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 Financing Authority". The Authority shall be a public entity separate and apart from the City and Agency, and shall administer this Agreement ARTfCLEIII 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 ad 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 Tem of the City shall be the Vice Chairperson of fire Board of Directors and such Vice Chairperson shall Mse at meetings of the Board' of Directors during the absence or disability of the person. Section 3.02. Powers. 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 exerrised 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. Meetings of the Board of Directors (a) CaIL Notice and Conduct of Meetings. All meetings of the Board of 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 d 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 foxed shall fallupon a IeV 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) SpecW 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. tdj Quorum. A majority of the members of the Board of Directors shalt 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 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 derision 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. -5- ARTICLE W OFFICERS AND EMPLOYEES Section 4.01. Officers. 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 Authority. 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 Manager 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 of the City 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 of the City, and each person who, currently or in the future, serves as Assistant City Manager of the City 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 of the City, 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 City Manager of the City, 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 his or 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 resigngnsS, is removed or for any other reason no longer serves as Treasurer of the City, without any fuirther 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 Directors 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 an ex o fido member of all standing committees, and shall have the general powers and duties of nuu'tagement 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.o5. Assistant Executive Director. In the absence or disability of the Executive Director, the Assistant Executive Director shall perform 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 Ao time be prescribed for him or her by the Board of Directors or this Agreement Section 4.06. Secretary 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. Treasure 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 65055 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 ChaMe of Records. Funds and Accounts. 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 fumctions 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 mason of his or her employment by the Board of Directors to be employed -7- 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 the City or the Agency. Section 410. Assistant Officers. 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 shall from time to time deem appropriate. -S- ARTICLE V IZ912Iy79 Section 5.0L General Powers The Authority shall exercise in the manner herein provided the powers 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 S.OL Powei t9Issue Revenue Bonds The Authority shall have all of the powers rovided in the Joint Powers Law, including but not limited to Article 4 of the Joint Powers Law commencing with section 6S84), and including the power to issue Revenue Bonds under the Bond law. Section 5.03. 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; (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 Revenue Bonds and otherwise to incur debts, liabilities or obligations, provided that no such Revenue 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, puissant 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 Revenue 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 -9- 6) to exercise any and all other powers as maybe provided in the Joint Powers Law. Section S.00 Restrictions on ExerQse 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 for those powers set forth in Article 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 not 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 official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Section 5.06. Indemnit z by Authority for Litigation RTenses of Officer. Director or EmploTee. Should any director, officer or employee of the Authority 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 acted in 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 specific 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. Fiscal Year_ 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. -10- ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS Section .6.0L Contaibutions. 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 -Reports. 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 close 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 bf 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 -11- 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 Revenue 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 Revenue 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. -12- ARTICLE VM MISC5LLANEOUS PROVISIONS Section 8.01. Notices_ Notices hereunder shall be in writing and shall be sufficient if 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 modifying 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 SA4. Law Govexnin¢. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 8.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Revenue 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". 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. Countervarts, 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 AgreemenL Section 8.08. Successors. 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. 43- IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their proper officials thereunto duly authorized. ATTEST: Valerie Crabill, Chief Deputy City Clerk ATTEST. Mary/E. Wynn, Secretary Valerie Crabill -14- CITY OF TUS IN Jim Potts, Mayor ' T USTIN COMMUNITY RMEVELOPMENT AGENCY Potts, C Mkpesson ORIGIV,M FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT Dated September 23, 2002 by and between the CITY OF TUSTIN and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY Amending that Certain Joint Exercise of Powers Agreement Dated May 1,1995 by and between the City of Tustin and the Tustin Community Redevelopment Agency MJSTM PUBLIC FINANCING AUTHORTTI) SCANNED ,.6-%fa2— FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT TUSTIN PUBLIC FINANCING AUTHORITY THIS FIRST AMENDMENT TO JOINT POWERS AGRfiELONT (the "Amendment"), dated September 23, 2002, is by and between the CITY OF TUSTIN (the "City") and the T US 1N COMMUNITY REDEVFL.OPMENT AGENCY (tile "Agency" and, with the City, the "Members"), each duly organized and existing under the laws of the State of Califomia, Amending that Certain Joint Exercise of Powers Agreement, dated May 1, 2995, by and between the City and the Agency (the "Agreement"); WITNESSETH: WFEEREAS, the Members have heretofore approved the Agreement under Articles I through 4 (commencing with section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, for the purpose of establishing a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms, and have established the Tustin Public Financing Authority (the "Authority"); VVIEWEAS, the Members have determined to amend the Agreement to provide additional powers to the Authority; NOW, THEREFORK in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows. Section 1. Amendment Section 5.03 of the Agreement is hereby amended in full as follows: Section 5.03. %ngift 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, (b) to employ agents or employees; (c) to acquire, construct, manage, miaintain or operate arty Public Improvement, including the common. power of the City, the Agency and any Associate Member to acquire any Public Improvement by the power of emment domain or any other -lawful - means; (d) to sue and be sued in its own mate; (e) to issue Revenue Bonds and otherwise to incur debts, liabilities or obhgadons, 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; (g) to invest any money m the treasury pursuant to section 6505.5 of the California Government Code which is not required VAte 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; {1') to make and enter into Bond Purchase Agreements and any other agreements, assignments and documents of any nature whatsoever as may be necessary or convenient in the exercise of its powers hereunder or under the Act; (k) to purchase Obligations of or to make loans to the City, the Agency or any other Local Agency for the purposes hereof, or to refinance indebtedness incurred by the City, the' Agency or any other Local Agency in connection with any of the purposes hereof; 0) to establish community facilities districts under the Mello -Roos Community Facilities Act of 1987, as amended: and (m) to make loans to the City, the Agency or any other Local Agency, to the extent the City, the Agency or any other Local Agency is authorized by law to borrow moneys; (n) to secure its obligations with deeds of trust on its property; and (o) to exercise any and all other powers as may be provided in the Act or in the Bond Law". Section 2 All Other Provisions of Agreement All other provisions of the Agreement; unless affected by this Amendment shall remain m fall force and effect Section 3. Execution in Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument -2- IN WITNESS WHEREOF, the parties hereto, have caused this Amendment 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. CITY OF TUSI'IN By City Manager ATTEST: pxa:Q�- — City Clerk TUSTIN COMMUNITY REDEVELOPMENT AGENCY ATTEST: 6111j-- Secretary -3-