Loading...
Resolution Number SJCPFA 02-02-05-01RESOLUTION NO. SJCPFA 02-02-05-01 A RESOLUTION OF THE SAN JUAN CAPISTRANO PUBLIC FINANCING AUTHORITY FIXING TIME AND PLACE FOR REGULAR MEETINGS AND PROVIDING THE MANNER IN WHICH SPECIAL MEETINGS OF THE AUTHORITY MAY BE CALLED, DIRECTING THE FILING OF A NOTICE OF FORMATION WITH THE SECRETARY OF STATE, DESIGNATING AN OFFICIAL MEETING ADDRESS, AND ESTABLISHING THE ORDER OF BUSINESS AND RULES FOR ITS PROCEEDINGS WHEREAS, the San Juan Capistrano Public Financing Authority is a joint of powers authority organized and existing under the laws of the State of California (the "Authority") with the authority to assist in the financing and refinancing of capital improvements on behalf of the Capistrano Valley Water District (the "District"); NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano Financing Authority Board of Directors (the "Board"), as follows: 1. Regular Meetings. The regular meetings of the Board shall hereafter be held annually on the third Tuesday of June at the hour of 7:00 o'clock p.m. If any regular meeting falls on a holiday, such regular meeting shall be held on the next business day at the same hour. 2. Special Meetings. Special meetings of the Board shall be held upon call of the Chairperson of the Board, or by a majority of the members thereof, by delivering personally or by mail written notice to each member, and to each local newspaper of general circulation, radio or television station requesting notice in writing. Such notice shall be delivered personally or by mail and shall be received at least twenty-four (24) hours before the time of such meeting as specified in the notice. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram. Such written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. Such call and notice shall specify the time and place of the special meeting and the business to be transacted. No other business shall be considered at such meeting. 3. Meeting Place. All meetings of the Board shall be held at the regular meeting place of the Authority, unless the Board shall adjourn to or fix another place of meeting in a notice to be given thereof, or unless prevented by flood, fire or other disaster. Such regular meeting place is hereby fixed and established as the Chambers of the City Council of the City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, California 92675. 4. Order of Business. The order of business at the regular meetings of the Board shall be as from time to time determined by the Board. 5. Rules of Proceedings. (a) Public Meetings: All legislative sessions of the Board, whether regular or special, shall be open to the public. (b) Quorum: Three (3) of the members of the Board shall constitute a quorum for the transaction of business. (c) Method of Action: The Board shall act only by ordinance, resolution or motion, which, to become effective, shall be adopted by the affirmative vote of not less than a majority of the members of the Board voting. (d) Recording Vote: Except where action shall be taken by unanimous vote of all members present and voting, the Ayes and Noes shall be taken on all actions had. (e) Adjournment: The Board may adjourn any regular, adjourned regular, special or adjourned special meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular or adjourned regular meeting the Secretary may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the manner as provided for special meetings, unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the regular, adjourned regular, special or adjourned special meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as herein provided, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. (f) Hearings - Continuance: Any hearing being held, or noticed or ordered to be held, by the Board at any meeting may by order or notice of continuance be continued or recontinued to any subsequent meeting of the Board in the same manner and to the same extent set forth for the adjournment of meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order of notice of hearing, a copy of the order or notice of continuance of hearing shall be deposited immediately following the meeting at which the order or declaration of continuance was adopted or made. 6. Contracts: Agreements. All contracts or agreements on behalf of the Authority shall be signed by the Executive Director or Chairperson, and countersigned 2 by the Secretary, after having been authorized to do so by action of the Board, except ' that the Vice Chairperson shall sign in the absence of the Executive Director and the Chairperson (as provided in the Agreement pursuant to which the Authority was created). 7. Secretary of State. The Secretary shall cause a notice of the formation of the Authority to be filed with the Secretary of State of the State of California as soon as practicable. 8. Office and Mailing Address. The office of the Authority and its official mailing address are hereby fixed and established at 32400 Paseo Adelanto, San Juan Capistrano, California 92675. 9. Initial Meeting. The calling of the initial special meeting of this Authority by City staff at least 24 hours before the meeting at which this Resolution was adopted and the posting and mailing of notice thereof in accordance with the provisions of the Ralph M. Brown Act is hereby ratified, confirmed and approved as if originally ordered and directed by this Board. PASSED, APPROVED, AND ADOPTED this 5th day of February 2002. r ATTEST: /2 �� M GARET R.MONAHAN, SECRETARY 3 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF SAN JUAN CAPISTRANO ) I, MARGARET R. MONAHAN, appointed Secretary of the San Juan Capistrano Public Financing Authority, do hereby certify that the foregoing Resolution No. SJCPFA 02- 02-05-01 was duly adopted by the Board of Directors of the San Juan Capistrano Public Financing Authority at a special meeting thereof, held the 5th day of February 2002, by the following vote: AYES: DIRECTORS: NOES DIRECTORS: ABSENT: DIRECTORS: Hart, Swerdlin, Gelff and Chairman Bathgate None Campbell C/ J /2 _ v R. MONAHAN, Secretary EXHIBIT A 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 Agenoy (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: ARTICLE 1 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. DOCSOC1849833 v2122658.0016 "Bond Law" means Article 4 (commencing with Section 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 members may change from time to time, shall constitute the Directors of the Authority. 2 DOCS00849833v2\22658.0016 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 3`d 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 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 3 DOCSOC\849833v2\22658.0016 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 the Authority or, by reason of their employment by the Board, to be subject to any of the requirements of the Members. 4 6 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 ' upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code; 5 DOCSOC\849833 v2122658.0016 (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 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 DOCS00849833v2\22658M 16 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. DOCSOC\849833v2\22658.0016 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. DOCSOC\849833v2\22658.0016 Section 8.08. Successors. This Agreement shall be binding 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. Dated: January 15, 2002 ATTEST: City Clerk Dated: January 15, 2002 ATTEST: Secretary Dated: January 15, 2002 ATTEST: Secretary DOCSOC\849833v2\22658.0016 CITY OF SAN JUAN CAPISTRANO By: Diane Bathgate Its: Mayor SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Diane Bathgate Its: Chairperson CAPISTRANO VALLEY WATER DISTRICT By: Diane Bathgate Its: Chairperson 0