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1999/01/12 City Council Resolution " ..' ".. -: ;, RESOLUTION NO. 99-15 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT EXE~CISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF ROHNERT PARK AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK WHEREAS, the City of Rohnert Park (the "City") and the Community Development Commission of the City of Rohnert Park (the. "Commission") desire to create and establish, pursuant to the laws of the State of California, the Rohnert Park Financing Authority (the "Authority") for the purpose of financing public capital improvements, working capital, liability and other insurance needs, or certain other projects whenever there are significant public benefits, as determined by the City or the Commission; and WHEREAS, there has been presented to this meeting a proposed form of Joint Exercise of Powers Agreement, dated as January 1, 1999 (the "Agreement"), by and between the City and the Commission, which Agreement creates and establishes the Authority; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROHNERT PARKAS FOLLOWS: Section 1. The proposed form of Agreement, on file with the City Clerk of the City and incorporated into this Resolution by reference, is hereby approved. The Finance Director/City Treasurer and the City Manager, each acting alone, are hereby authorized to attest, the Agreement in said form, with such changes or additions, thereto that hereafter may become necessary in the interest of the City and which are reviewed and approved by the City Attorney or bond counsel to the City, any such changes or additions to be conclusively evidenced by the execution and delivery of the Agreement. Section 2. The Council finds and determines that the public interest and necessity demand that the Authority exercise the powers set forth in the Agreement. Section 3. This Resolution shall take effect from and after its adoption. SA\983520011 'ADOPTED this 12th day of January, 1999, by the following vote: AYES:, 5 NOES: 0 ABSENT: 0 CITY -f~9!~;/~ ?- [Seal] Attest: /J L~- r~ Deputy City Clerk r t I FLORES.m-MACKENZIE-AYE_~;pmo AYE \.'IDAK-MARTl~EZAYE REILLY AYt AYES: 5 NOES: 0 ABSENT: 0 ABSTAlN: 0 -2- RESOLUTION NO. 99-01 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT' PARK AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF ROHNERT ,PAlU( AND THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK WHEREAS, the City of Rohnert Park (the "City") and the Community Development Commission of the City of Rohnert Park (the "Commission") desire. to create and establish, pursuant to the laws of the State of California, the Rohnert Park Financing Authority (the "Authority") for the purpose of financing public capital'improvements, working capital, liability , and other insurance needs, or certain other projects whenever there are significant public benefits, as determined by the Commission or City; and WHEREAS, there has been presented to this meeting a proposed form of Joint Exercise of Powers Agreement, dated as of January 1, 1999 (the "Agreement"), by and between the City and the Commission, which Agreement creates and establishes the Authority; NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARKAS FOLLOWS: Section 1. The proposed form of Agreement, on file with the Secretary of the Commission and incorporated into' this 'Resolution by reference, is hereby approved. The Treasurer of the Commission and the Executive Director of the Agency, each acting alone, are hereby authorized to execute and deliyer, and the Secretary is hereby authorized to attest, the Agreement in said form, with such changes or additions thereto that hereafter may become necessary in the interest of the Commission and which are reviewed and approved by counsel to the Commission, any such changes or additions to be conclusively evidenced by the execution and delivery of the Agreement. Section 2. This Resolution shall take effect from and after its adoption. SA\983520012 Page 2 of 2 CDC Resolution No. 99-01 ADOPTED on the 12th day of January, 1999, by the following vote: AYES: (5) Council members Flores ,Mackenzi e ,Spi ro, Vi dak-Marti nez and Mayor Rei lly NOES: (0) None AJBSENT: (0) None [Seal] ""me,""li . ~"~'\I)~tlCY Of: /#'''' #' ~ ~...__'- 4'~"~ ;:: ... .... ~/ .," .:' ~/ aGANIZ-"'1> ~-=- :: 6! OP .. : _...... '}o", :....i .",J...., 'Tl! :;~i ~ '~Qt). ;':;'~\ I%! $ 7'\ 198~ ~'~ ~ '/ ..... ","'.;: '.,. ~ '9V~ ~~ /)..::z ";:--..,.- '<\ l> ",," r.-'$ fOj "'~ !4V" .,.;tllill....lt~'''~ ~tJ/rJU?~ Ro~ P- C airpe~e Community Development Commission of the City of Rohnert Park Attest: - CERTI flED - -2- JOINT EXERCISE OF POWERS AGREEMENT By and Between CITY OF ROHNERT PARK and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK Dated as of .January 1, 1999 Relating to the ROHNERT PARK FINANCING AUTHORITY SA\983520017 ROHNERT P ARK FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT (this "Agreement"), dated as of January I, 1999, by and between the CITY OF ROHNERT PARK, a general law city and municipal corporation duly organized and existing under the Constitution of the State of California (herein called the "City"), and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public body, corporate and politic, duly organized and existing under the laws of the State of California (herein called the "Commission"). WIT01ESSETH: WHEREAS, Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorizes the City and the Commission to create a joint exercise of powers entity which has the power to jointly exercise any powers common to the City and the Commission; WHEREAS, the City and the Commission are each empowered by law to undertake certain projects and programs; , WHEREAS, the City is authorized to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California; WHEREAS, the Commission is authorized to issue bonds, expend bond proceeds, ,and borrow and loan money for any of its corporate purposeS pursuant to the provisions of the Community Development Law of the State of California; WHEREAS, Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Pooling Act of 1985") authorizes and empowers the Authority to, among other things, (i) issue bonds (as defined in Section 6585(c) of the California Government Code) (the "Bonds") and to expend or loan the proceeds thereof to the City or the Commission, (ii) finance the acquisition and/or construction of public capital improvements and to sell or lease such improvements to the City or the Commission and (iii) purchase, bonds issued by the City or the Commission, all for the purpose of financing public capital improvements, working capital, liability and other insurance needs, or certain other projects whenever there are significant publlc benefits, as determined by the City or Commission; -2- WHEREAS, the Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so purchased to public or private purchasers at public or negotiated sale; and WHEREAS, by this Agreement, the City and the Commission desire to create and establish the Rohnert Park Financing Authority for the purposes set forth herein and to exercise the powers described herein; NOW, THEREFORE, the City and the Commission, for and in consideration of the mutual promises and agreements herein contained do agree as follows: SECTION 1. DEFINITIONS. Unless the context otherwise requires, the terms defined in this Section I shall for all purposes of this Agreement have the meanings herein specified. "Authority" shall mean the Rohnen Park Financing Authority created by this Agreement. "Board" shall mean the governing board of the Authonty. "Bond Purchase Agreement" shall mean an, agreement of the Authority to purchase Bonds of either the qty or the Commission solely from funds received from the Authority's simultaneous sale of such Bonds to the purchaser or purchasers named therein, on the terms and conditions set forth therein. "City" shall mean the existing municipal corporation known as'the City of Rohnert Park, a general law citY duly organized and existing under and by virtue of the laws of the State of California, including the Constitution of the State of California. "Commission" shall mean the Community Development Commission of the City of Rohnert Park, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California ' "Law" shall mean Articles I, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 of the Governlnent Code of the State of California (Sections 6500-6599). SECTION 2. PURPOSE. This Agreement is made pursuant ,to the Law and for the purpose of assisting the City and the Commission in their financing and refinancing needs by exercising all of the powers referred to in the recitals hereof and described in Section 5 herein. SECTION 3. TERM. This Agreement shall become. effective as of the date hereof and shall continue in full force and effect until terminated by a supplemental agreement of the City and the Commission, provided that in no event shall the Agreement terminate while any payments are due by the City or the Commission to the Authority under any lease or sale of any real or personal property from the Authority to the City or the Commission or while any , bonds of the Authority issued pursuant to the Law are outstanding. - 3. SECTION 4. AUTHORITY. A. Creation of Authority. There is hereby created pursuant to the Law an agency and public entity to be known as the "Rohnert Park Financing Authority." As provided in the Law, the Authority shall he a public entity separate from the City and the Commission. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Commission. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or any such amendment to be prepared and filed with the office of the Secretary of State ~f the State of California in the manner set forth in Section 6503.5 of the Law. B. Governing Board. The Authority shall be administered by the Board, whose members shall at all times be the members of the City Council of the City. The term of office as a member of the Board of each member of the City Council of the City shall terminate when such Plember of the Board shall cease to be a member of the City Council of the City; and the successor to such member of the City Council of the City shall become a member of the Board. Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board shall determine that such expenses shall' be reimbursed and there are unencumbered funds available for such purpose. C. Meetings of Board. (1) Regular Meetings. The Board shall hold a regular meeting on the second Tuesday of each January and, by resolution, may provide for the holding of regular meetings on a different date or at more frequent intervals; provide,d that if the Chair determines that there will be no business to transact at such meeting, such meeting may be canceled. The hour and place at which each such regular meeting shall be held shall be fixed by resolution of the Board. (2) Legal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961)) or any successor legislation hereinafter enacted, (3) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Commission. -4 - (4) Quorum. A majoritY of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. D. Officers: Duties: Bondin~. (l) The Mayor of the City shall serve as Chair of the Authority and the Vice Mayor shall serve as Vice Chair of the Authority. The Chair and the Vice Chair shall have the duties set forth in the Authority By-Laws. (2) The City Manager of the City shall serve as .Executive Director of the Authority. The Executive Director shall perform such functions and shall such powers as may be determined by the Board. (3) The Secretary of the Authority shall be the City Clerk of the City. The Secretary shall keep the records ofthe Authority, shall act as Secretary at the meetings of the Authority and record all votes. and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. (4) The Finance Director/City Treasurer of the City is hereby designated as Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depository 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 Law., (5) The Finance Director/City Treasurer of the City, who performs the functions of Auditor and Controller for the City, 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 Law. The Controller shall draw checks to pay demands against the Authority when the demands have been approved by the Authority. (6) The members of the City Council of the City shall determine the charges to be made against the Authority for the services of the Treasurer and Controller. (7) The Treasurer and Controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount each such officer determines is necessary as required by SeCtion 6505.1 of the Law; provided, that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than $1,500.00. (8) The Treasurer and Controller of the Authority are hereby authorized and directed to prepare or cause to be prepared: (a) a special audit as required pursuant to -"5 - Section 6505 of the Law every year during the term of this Agreement; and (b) a report in writing on the first day of February of each year to the Board, the City and the Commission which r~port shall describe the amount of money held by the Treasurer and Controller of the Authority for the Board, the amount of receipts since the last such report, and the amount paid out since the last such report. (9) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. SECTION 5. POWERS. The Authority shall have all of the powers granted to joint powers authorities in Articles 2 and 4 of the Law. Additionally, the Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to employ agents and employees; to sue and be sued in its own name; to acquire real property and improvements thereon by the power of eminent domain or any other lawful means; and to sell and lease real and personal property to the City and the Commission and to 'buy and hire real and personalprbperty from the City and the Commission. Except as otherwise provided herein, such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City or the Commission in the exercise of similar powers, as provided in Section 6509 of the Law. Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Law, including, but not limited to, Article 4 thereof. insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof. SECTION 6. TERMINATION OF POWERS. The Authority shall continue to exercise the powers herein conferred upon it U;lltil the termination of this Agreement or until the, City and the Conuirission shall have mutually rescinded this Agreement. . , SECTION 7. FISCAL YEAR. Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to the following June 30. SECTION 8. DISPOSITION OF ASSETS. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the City, subject to Section 9 hereof. SECTION 9. CONTRIBUTIONS AND ADVANCES. Contributions or advances of ,public funds and of personnel, equipment or property may be made to the Authority by the City and the Commission for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to Jepayment, and shall be repaid, in the manner agreed upon by the City or the Commission, as -6- the case may be, and the Authority at the time' of making such advance. It is mutually tmd,erstood and agreed that the City shall not have any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though the City may do so. The Commission shall, to the extent permitted by law, be obligated to provide funds to meet the operating expenses of the Authority and to pay , any costs incurred by the Authority such as lease obligations or other agreement by which the Authority shall be validly and legally bound. However, any such obligations of the Commission shall be subordinate to any bonded indebtedness. loan or 'obligation, created by the Commission. The City or. the Commission may allow the use of per~onnel, equipment or property in lieu of other contributions or advances to the Authority. SECTION 10. AGREEMENT NOT EXCLUSIVE. This Agreement ~hall not be exclusive and shall not be deemed to amend or alter the terms ofother agreements between the City and the Commission, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail. SECTION 11. ACCOUNTS AND REPORTS. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. The books ai1d records of the Authority shall be open to inspection at all reasonable times by the City and the Commission and their representatives. The Authority shall give an audited written report of all financial activities for each fiscal year to the City and to the Commission within twelve (12) months after the close of each fiscal year. So long as required by Section 6505.6 of the Law, the Controller of the Authority shall contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority in compliance with Section 6505.6 of the Law. In, each case the miriimwn 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 accounts and records is made by a certified public accountant or, public accountant, a report thereof shall be filed as public records with the City, the Commission and, ifrequired by Section 6505.6 of the Law, with the County Auditor/Controller of the County of Sonoma. Such report shall ,be filed within twelve (12) months of the end of the fiscal year or years under examination. 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. In any year the Authority may; by unanimous request of the Board, replace the annual special audit 'with an audit covering a two-year period. 'SECTION 12. CONFLICT OF fNTEREST CODE. The Conflict of Interest Code for the Authority shall be the Conflict ofInterest Code for the City. SECTION 13. BREACH. If default shall be made by the City or the Commission in any covenant contained in this Agreement~ such default shall not excuse either the City or the Commission from fUlfilling its obligations under this Agreement and the City and the Commission shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Commission hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Commission hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder, Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. SECTION 14. SEVERABILITY. Should any part, term. or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shali not be affected thereby. SECTION 15. SUCCESSORS: ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereooder without the consent of the other. SECTION 16. AMENDMENT OF AGREEMENT. This Agreement may be amended by supplemental agreement executed by the City and the Co~ission at any time; provided , however that no such amendment shall be entered into if such amendment would conflict with the provisions of any bonds (as defined by Section 6585(c) of the Law), indenture, trust agreement, contract or other agreement securing or relating to any outstanding bonds of the Authority issued pursuant to the Law. SECTION 17. FORM OF APPROVALS. Whenever an approval is required in this Agreement, unless the context specifies . otherwise, it shall be given, in the case of the Commission, by resolution duly and regularly adopted by the members of the Commission, and~ in the case of the City, by resolution duly and regularly adopted by the City Council of the City, and, in the case of the Authority, by resolution duly and regularly adopted by the Board. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 18. NOTICES. Notices to the City hereunder shall be sufficient if delivered to the City Clerk ,and -notices to the Commission hereunder shall be sufficient if delivered to the Secretary of the Commission. SECTION 19. SECTION HEADINGS. All section headings contained herein are for, ,convenierice of reference oniy and are not intended to define or limit the scope of any provision of this Agreement. -8- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. CITY [SEAL] Attest: fk/t-4!~ - CERTIFIED .. [SEAL] "".....,,'11. !l."\~~lIlCr o~ "'~ ~~ ' )'..s-...~ #'-' ~ ~ ~I cv.GAN'Z~() ~'! i~.~' *J' '~i :> 'Tt! _r"I.l :0.. :~. 0- \~ 1986 ;/ ~ "iJ ~ ~ """,;Jto,,- '10'6,~~,'#>~ III',........~,~ Attest: ~ 4 t2 ;7 secre~ 7 CITY OF ROHNERT PARK B:/MJl<lf~ Finance Director/City Treasurer COMMUNITY DEVE.LOPMENT COMMISSIONOFTHE CITY ROHNERTPARK ~i. -/;~&t/ reasurer -9-