02-0115_SAN JUAN CAPISTRANO PUBLIC FINANCING AUTHORITY_Joint Exercise of Powers Agreement (3)E
JOINT EXERCISE OF POWERS AGREEMENT
SAN JUAN CAPISTRANO PUBLIC FINANCING AUTHORITY
THIS AGREEMENT (the "Joint Exercise of Powers Agreement") is dated as of
January 15, 2002, by and among the City of San Juan Capistrano (the "City"), the
Capistrano Valley Water District (the "Water District") and the San Juan Capistrano
Community Redevelopment Agency (the "Agency"), each duly organized and existing
under the laws of the State of California;
WITNESSETH;
WHEREAS, the City, the Water District and the Agency from time to time
undertake the financing of public capital improvements and other projects for
revitalization of the City, the Water District and the Agency; and the City, the Water
District and the Agency wish to form a joint powers authority under the Joint Exercise of
Powers Law of the State of California (constituting Chapter 5 of Division 7 of Title 1 of
the California Government Code) (hereinafter defined as the "Act") for the purpose of
exercising any and all powers permitted to be exercised by such an authority, including
such authority to act under the Act pursuant to the Marks -Roos Local Bond Pooling Act
of 1985 (hereinafter defined as the "Bond Law") and the Act authorizes agencies formed
under the Act to assist in the financing of public capital improvements to be owned by
any of its members.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the City, the Water District and the Agency do hereby agree
as follows:
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DEFINITIONS
Section 1.01. Definitions. Unless the context otherwise requires, the words and
terms defined in this Article I shall, for the purpose hereof, have the meanings herein
specified.
"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the California Government Code.
"Agreement" means this Joint Exercise of Powers Agreement.
"Authority" means the San Juan Capistrano Public Financing Authority
established pursuant to Section 2.2 of this Agreement.
.'Agency" means the San Juan Capistrano Community Redevelopment Agency.
"Board" means the Board of Directors of the Authority referred to in Section 2.3,
which shall be the governing body of the Authority.
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"Bond Law" means Article 4 (commencing with Seton 6584) of Chapter 5,
Division 7, Title 1 of the California Government Code.
"Bond Purchase Agreement" means an agreement between the Authority and a
member, pursuant to which the Authority agrees to purchase Obligations from any
member, as the case may be.
"Bonds" means the bonds, notes or other evidences of indebtedness.
"Directors" means the representatives of the City and the Agency appointed to
the Board pursuant to Section 2.3.
"Fiscal Year" means the period from July 1st to and including the following June
30th.
"Members" means the City, Agency and the Capistrano Valley Water District, on
its own account and as a subsidiary district of the City.
"Obligations" means 'Bonds" as such term is defined in Section 6585(c) of the
Bond Law.
"Public Capital Improvements" has the meaning given to such term in
Section 6585(g) of the Bond Law.
"Secretary" means the Secretary of the Authority appointed pursuant to
Section 3.1.
"State" means the State of California.
"Treasurer" means the Treasurer of the Authority appointed pursuant to
Section 3.2.
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for
the joint exercise of powers common to the City and the Agency and for other purposes
as permitted under the Act and as agreed by one or more of the parties hereto. The
purpose of this Agreement is to provide for the financing of Public Capital Improvements
for a Member through the purchase by the Authority of Obligations of a Member
pursuant to Bond Purchase Agreements, and/or the loan of funds to a Member.
Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created
a public entity to be known as the "San Juan Capistrano Public Financing Authority."
The Authority shall be a public entity separate and apart from the Members, and shall
administer this Agreement.
Section 2.03. Board of Directors. The Authority shall be administered by a Board
of Directors consisting of five (5) Directors, unless and until such number is changed by
amendment of this Agreement. The members of the City Council of the City, as such
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members may change from time to time, shall constitute the erectors of the Authority.
The Board shall be called the 'Board of Directors of the San Juan Capistrano Public
Financing Authority." All voting power of the Authority shall reside in the Board.
Section 2.04. Meetings of the Board.
(a) Regular Meetings. The Board shall provide for its regular
meetings; provided, however, that at least one regular meeting shall be held
each year unless otherwise waived by a resolution of the Authority. Said annual
regular meetings shall be held on the 3rd Tuesday in June of each and every
year. The date, hour and place of the holding of additional regular meetings or to
change the date of the annual regular meetings shall be fixed by resolution of the
Board and a copy of such resolution shall be filed with each of the Members.
(b) Special Meetings. Special meetings of the Board may be
called in accordance with the provisions of Section 54956 of the California
Government Code.
(c) Call, Notice and Conduct of Meetings. All meetings of the
Board, including without limitation, regular, adjourned regular and special
meetings, shall be called, noticed, held and conducted in accordance with the
provisions of the Ralph M. Brown Act (Section 54950 et seq. of the California
Government Code).
Section 2.05. Minutes. The Secretary shall cause to be kept minutes of the
meetings of the Board and shall, as soon as possible after each meeting, cause a copy
of the minutes to be forwarded to each Director and to the Members.
Section 2.06. Voting. Each Director shall have one vote.
Section 2.07. Quorum; Required Votes; Approvals. Directors holding a majority
of the votes shall constitute a quorum for the transaction of business, except that less
than a quorum may adjourn from time to time. The affirmative votes of at least a
majority of the Directors present at any meeting at which a quorum is present shall be
required to take any action by the Board.
Section 2.08. Bylaws. The Board may adopt, from time to time, such bylaws,
rules and regulations for the conduct of its meetings as are necessary for the purposes
hereof.
ARTICLE III
OFFICERS AND EMPLOYEES
Section 3.01. Chairman, Vice Chairman, Secretary and Executive Director. The
Mayor of the City shall be Chairman of the Board. The Mayor Pro Tem of the City shall
be Vice Chairman of the Board. The City Clerk shall be Secretary of the Board. The
City Administrative Services Director shall be Executive Director of the Authority. The
officers shall perform the duties normal to said offices. The Chairman shall sign all
contracts on behalf of the Authority, unless a resolution of the Board shall provide
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otherwise, and shall perform such other duties as may be imposed by the Board. The
Vice Chairman shall sign contracts and perform all of the Chairman's duties in the
absence of the Chairman. The Secretary shall countersign all contracts signed by the
Chairman or Vice Chairman on behalf of the Authority, unless a resolution of the Board
shall provide otherwise, perform such other duties as may be imposed by the Board and
cause a Notice of Joint Powers Agreement to be filed with the Secretary of State of the
State pursuant to the Act. The Executive Director shall administer the day-to-day
operations of the Authority.
Section 3.02. Treasurer. Pursuant to Section 6505.6 of the Act, the Finance
Director of the City is hereby designated as the Treasurer of the Authority. The
Treasurer shall be the depository, shall have custody of all of the accounts, funds and
money of the Authority from whatever source, shall have the duties and obligations set
forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall be strict
accountability of all funds and reporting of all receipts and disbursements of the
Authority. As provided in Sections 6505 and 6505.6 of the Act, the Treasurer shall
make arrangements with a certified public accountant or firm of certified public
accountants for the annual audit of accounts and records of the Authority.
Section 3.03. Officers in Charge of Records, Funds and Accounts. Pursuant to
Section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access
to all accounts, funds and money of the Authority and all records of the Authority
relating thereto; and the Secretary shall have charge of, handle and have access to all
other records of the Authority.
Section 3.04. Bonding Persons Having Access to Public Capital Improvements.
From time to time, the Board may designate persons, in addition to the Secretary and
the Treasurer, having charge of, handling or having access to any records, funds or
accounts or any Public Capital Improvement of the Authority, and the respective
amounts of the official bonds of the Secretary and the Treasurer and such other
persons pursuant to Section 6505.1 of the Act.
Section 3.05. Legal Advisor. The Board shall have the power to appoint the legal
advisor of the Authority who shall perform such duties as may be prescribed by the
Board.
Section 3.06. Other Employees. The Board shall have the power by resolution to
appoint and employ such other employees, 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 the officers, agents or
employees of the Authority to the same degree and extent while engaged in the
performance of any of the functions and other duties of such officers, agents or
employees under this Agreement.
None of the officers, agents, or employees directly employed by the Board shall
be deemed, by reason of their employment by the Board to be employed by the City or
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the Authority or, by reason of their employment by the Board, to be subject to any of the
requirements of the Members.
Section 3.07. Assistant Officers. The Board may by resolution appoint such
assistants to act in the place of the Secretary or other officers of the Authority (other
than any Director), and may by resolution provide for the appointment of additional
officers of the Authority who may or may not be directors, as the Board shall from time
to time deem appropriate.
ARTICLE IV
POWERS
Section 4.01. General Powers. The Authority shall exercise, in the manner
herein provided, the powers which are common to each of the Members, or as
otherwise permitted under the Act, and necessary to the accomplishment of the
purposes of this Agreement, subject to the restrictions set forth in Section 4.4.
As provided in the Act, the Authority shall be a public entity separate from the
Members. The Authority shall have the power to acquire and to finance the acquisition
of Public Capital Improvements necessary or convenient for the operation of a Member
and to acquire Bonds of a Member.
Section 4.02. Power to Issue Revenue Bonds. The Authority shall have all of the
powers provided in the Act, including but not limited to Article 4 of the Act (commencing
with Section 6584), and the power to issue Bonds thereunder.
Section 4.03. Specific Powers. The Authority is hereby authorized, in its own
name, to do all acts necessary for the exercise of the foregoing powers, including but
not limited to, any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to acquire, construct, manage, maintain or operate any
Public Capital Improvement including the common powers of the Members to
acquire any Public Capital Improvement by the power of eminent domain;
(d) to sue and be sued in its own name;
(e) to issue 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 Members;
(f) to apply for, accept, receive and disburse grants, loans and
other aids from any agency of the United States of America or of the State;
(g) to invest any money in the treasury pursuant to
Section 6505.5 of the Act which is not required for the immediate necessities of
the Authority, as the Authority determines is advisable, in the same manner and
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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 Member; and
(1) to exercise any and all other powers as may be provided in
the Act or in the Bond Law.
Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority
shall be exercised in the manner provided in the Act and in the Bond Law, and, except
for those powers set forth in the Bond Law, shall be subject (in accordance with
Section 6509 of the Act) to the restrictions upon the manner of exercising such powers
that are imposed upon the City in the exercise of similar powers.
Section 4.05. Obligations of Authority. The debts, liabilities and obligations of the
Authority shall not be the debts, liabilities and obligations of the Members.
ARTICLE V
METHODS OF PROCEDURE; CREDIT TO MEMBERS
Section 5.01. Assumption of Responsibilities by the Authority. As soon as
practicable after the date of execution of this Agreement, the Directors shall hold the
organizational meeting of the Board. At said meeting the Board shall provide for its
regular meetings as required by Section 2.4 and elect a Chairman and Vice Chairman,
and appoint the Secretary.
Section 5.02. Delegation of Powers. The Members hereby delegate to the
Authority the power and duty to acquire, by lease, lease -purchase, installment sale
agreements, or otherwise, such Public Capital Improvements as may be necessary or
convenient for the operation of any Member.
Section 5.03. Credit to Members. All accounts or funds created and established
pursuant to any instrument or agreement to which the Authority is a party, and any
interest earned or accrued thereon, shall inure to the benefit of the Members in the
respective proportions for which such funds or accounts were created.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. The Members may in the appropriate circumstance,
when required hereunder: (a) make contributions form their treasuries for the purposes
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set forth herein, (b) make payments of public funds to defray the cost of such purposes,
(c) make advances of public funds for such purposes, such advances to be repaid as
provided herein, or (d) use its personnel, equipment or property in lieu of other
contributions or advances. The provisions of Section 6513 of the Act are hereby
incorporated into this Agreement by reference.
Section 6.02. Accounts and Reports. To the extent not covered by the duties
assigned to a trustee chosen by the Authority, the Treasurer shall establish and
maintain such funds and accounts as may be required by good accounting practice or
by any provision of any trust indenture or trust agreement entered into with respect to
the proceeds of any Bonds issued by the Authority. The books and records of the
Authority in the hands of a trustee or the Treasurer shall be open to inspection at all
reasonable times by representatives of the Members. The Treasurer, within 180 days
after the close of each Fiscal Year, shall give a complete written report of all financial
activities for such Fiscal Year to the Members to the extent such activities are not
covered by the report of such trustee. The trustee appointed under any trust indenture
or trust agreement shall establish suitable funds, furnish financial reports and provide
suitable accounting procedures to carry out the provisions of said trust indenture or trust
agreement. Said trustee may be given such duties in said trust indenture or trust
agreement as may be desirable to carry out this Agreement.
Section 6.03. Funds. Subject to the applicable provisions of any instruments or
agreement which the Authority may enter into, which may provide for a trustee to
receive, have custody of and disburse Authority funds, the Treasurer of the Authority
shall receive, have custody of and disburse Authority funds as nearly as possible in
accordance with generally accepted accounting practices, and shall make the
disbursements required by this Agreement or to carry out any of the provisions or
purposes of this Agreement.
Section 6.04. Annual Budget and Administrative Expenses. The Board shall
adopt a budget for administrative expenses, which shall include all expenses not
included in any financing issue of the Authority, annually prior to July 1st of each year.
The estimated annual administrative expenses of the Authority shall be allocated by the
Authority to the Members equally.
ARTICLE VII
TERM
Section 7.01. Term. This Agreement shall become effective, and the Authority
shall come into existence, on the date hereof, and this Agreement and the Authority
shall thereafter continue in full force and effect so long as either (a) any Bonds remain
outstanding, or (b) the Authority shall own or hold any interest in a Public Capital
Improvement.
Section 7.02. Disposition of Assets. Upon termination of this Agreement, all
property of the Authority, both real and personal, shall be divided among the Members
in such manner as shall be agreed upon by the Members.
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ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Notices. Notices hereunder shall be in writing and shall be
sufficient if delivered to:
Capistrano Valley Water District
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
San Juan Capistrano Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
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 8.04. Law Governing. This Agreement is made in the State under the
constitution and laws of the State, and is to be so construed.
Section 8.05. Amendments. This Agreement may be amended at any time, or
from time to time, except as limited by contract with the owners of Bonds issued by the
Authority or certificates of participation in payments to be made by the Authority or a
Member or by applicable regulations or laws of any jurisdiction having authority, by one
or more supplemental agreements executed by both of the parties to this Agreement
either as required in order to carry out any of the provisions of this Agreement or for any
other purpose, including, without limitation, addition of new parties (including any legal
entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of
this Agreement.
Section 8.06. Enforcement by Authority. The Authority is hereby authorized to
take any or all legal or equitable actions, including, but not limited to, injunction and
specific performance, necessary or permitted by law to enforce this Agreement.
Section 8.07. Severability. Should any part, term or provision of this Agreement
be decided by any court of competent jurisdiction to be illegal or in conflict with any law
of the State, or otherwise be rendered unenforceable or ineffectual, the validity of the
remaining portions or provisions shall not be affected thereby.
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Section 8.08. Successors. This Agreement shall be bin ing upon and shall inure
to the benefit of the successors of the Members, respectively. No Member may assign
any right or obligation hereunder without the written consent of the other members.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their proper officers thereunto duly authorized and their official
seals to be hereto affixed, on the day and year set opposite the name of each of the
parties.
CITY OF SAN JUAN CAPISTRANO
Date: 2 S Z
ATTEST:
M rg ret R. Monahan, City Clerk
SAN JUAN CAPISTRANO COMMUNITY
Z
REDEVELOPME AGENC
Date: S1 ene C
mpbell, Chairman
ATTEST:
"a
R. Monahan, Secretary
CAPISTRAN VALLEY WATER DISTRICT
Date: / c2 d Z
ATTEST:
a aret R. Monahan, Clerk of the Board
Approved as to Form:
John Shat City Attorney
SJC Public Financing Authority