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HomeMy WebLinkAboutCertificate Regarding Effectiveness of Joint Exercise of Powers Agreement (1996) 13128-01 JHHW:BDQ:JHE 7/19/96 $27,725,000 COUNTYWIDE PUBLIC FINANCING AUTHORITY 1996 REVENUE BONDS CERTIFICATE REGARDING EFFECTIVENESS OF JOINT EXERCISE OF POWERS AGREEMENT The undersigned hereby states and certifies: (i) that she is the duly appointed, qualified and acting Secretary of the Countywide Public Financing Authority,a joint powers authority 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 that certain Joint Exercise of Powers Agreement, dated June 19, 1996, by and among the Cities of Brea, Buena Park,Fullerton, Garden Grove, Orange, Santa Ana, Seal Beach, Stanton and Tustin, and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same;and (ii) that attached hereto is a true,correct and complete copy of the Agreement, which Agreement has not been further amended,modified, supplemented, rescinded or repealed, and is in full force and effect as of the date hereof. Dated: July 31, 1996 COUNTYWIDE PUBLIC FINANCING AUTHORITY By Janice C.Guy, Secretary 13128-01 IHHW:BDQ:kla JOINT EXERCISE OF POWERS AGREEMENT by and among the CITIES OF BREA,BUENA PARK,FULLERTON,GARDEN GROVE, ORANGE,SANTA ANA,SEAL BEACH,STANTON AND TUSTIN Dated June 19,1996 (COUNTYWIDE PUBLIC FINANCING AUTHORITY) JOINT EXERCISE OF POWERS AGREEMENT COUNTYWIDE PUBLIC FINANCING AUTHORITY THIS JOINT POWERS AGREEMENT (the"Agreement"), dated June 19, 1996, is by and among the CITIES OF BREA, BUENA PARK, FULLERTON, GARDEN GROVE, ORANGE, SANTA ANA, SEAL BEACH, STANTON AND TUSTIN (collectively, the "Members"), each duly organized and existing under the laws of the State of California; WITNESS ETH: WHEREAS,the Members are each authorized to own,lease,purchase,receive and hold property necessary or convenient for their governmental operations;and WHEREAS, the financing of costs related to the acquisition of property by the Members acting separately may result in duplication of effort, inefficiencies in administration, and excessive cost,all of which,in the judgment of the Members,could be eliminated if the financing of costs related to the acquisition of property and other public capital improvements were capable of being performed through a single public agency, and such is the purpose of this • Agreement;and WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 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 Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article 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 Agreement. "Auditor and Treasurer" means the Auditor and Treasurer of the Authority appointed pursuant to Section 3.02. "Authority" means the Countywide Public Financing Authority established pursuant to this Agreement. "Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with section 6584),as now in effect or hereafter amended,Article 2 of the Act 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 Member, pursuant to which the Authority agrees to purchase Obligations from a Member. "Board" means the Board of Directors referred to in Section 2.04, which shall be the governing body of the Authority. "Bonds" means bonds of the Authority issued pursuant to the Bond Law. "Directors" means the representatives of the Members appointed to the Board pursuant to Section 2.03. "Fiscal Year" means the period from July 1st to and including the following June 30th. "Members" means the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana,Seal Beach,Stanton and Tustin. "Obligations" has the meaning given to the term "Bonds" in section 6585(c) of the Bond Law. "Public Agency" means any public agency authorized by the Act to enter into a joint exercise of powers agreement with the Members. "Public Capital Improvement"has the meaning given to such term in section 6585(g) of the Act, as in effect on the date hereof,and as hereafter amended. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.01. -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 Members, and for other purposes as permitted under the Act,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 of Public Capital Improvements for, and working capital requirements of, the Members through the acquisition by the Authority of such Public Capital Improvements and/or the purchase by the Authority of Obligations of a Member pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to a Member and/or the leasing of Public Capital Improvements 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 "Countywide 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. The Authority shall be administered by a Board of nine (9) Directors, unless and until changed by amendment of this Agreement. One Directors shall be appointed by the governing body of each of the Members. Each Director shall hold office until the governing body of his or her related Member shall have appointed a successor. The Board shall be called the "Board of Directors of the Countywide 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.The date,hour and place of the holding of 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 sections 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 (whether present or not)shall be required to take any action by the Board. Section 2.08. Bylaws. The Board may adopt, from time to time, such bylaws and other rules and regulations for the conduct of its meetings as are necessary for the purposes hereof. -3- ARTICLE III OFFICERS AND EMPLOYEES Section 3.01. Chairman and Vice Chairman. The Board shall elect a Chairman and Vice Chairman from among the Directors. The officers shall perform the duties normal to said offices. Section 3.02. Executive Director. The City Manager of the City of Santa Ana is hereby designated as the Executive Director of the Authority. Section 3.03. Auditor and Treasurer. Pursuant to section 6505.6 of the Act, the Finance Director of the City of Santa Ana is hereby designated as the Auditor and Treasurer of the Authority..The Auditor and 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. Section 3.04. Secretary. The City Clerk of the City of Santa Ana is hereby designated as the Secretary of the Authority. The Secretary shall countersign all contracts signed by the Chairman,the Vice Chairman or the Executive Director on behalf of the Authority,perform such other duties as may be imposed by the Board and cause a copy of this Agreement to be filed with the Secretary of State of the State of California pursuant to the Act. Section 3.05. Officers in Charge of Records, Funds and Accounts. Pursuant to section 6505.1 of the Act, the Auditor and 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 3.06. Bonding Persons Having Access to Public Capital Improvements. From time to time, the Board may designate persons, in addition to the Secretary and the Auditor and 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 Auditor and Treasurer and such other persons pursuant to section 6505.1 of the Act. Section 3.07. 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. Such legal advisor may be the City Attorney of the City of Santa Ana. Section 3.08. Other Employees. The Board shall have the power to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of this Agreement. All of the privileges and immunities from liability,exemption from laws,ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. -4- 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 a Member or,by reason of their employment by the Board,to be subject to any of the requirements of a Member. Section 3.07. Assistant Officers. The Board may appoint such assistants to act in the place of the Secretary or other officers of the Authority (other than any Director) 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 common to 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 4.04.The Authority shall have the sovereign power of eminent domain and by reason of such fact will constitute a political subdivision of the State of California for purposes of federal income taxation. 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 Obligations 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 including the power to issue Bonds under the Bond Law. 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 power 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 of California; (g) to invest any money in the treasury pursuant to section 6505.5 of the Act that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to section 53601 of the California Government Code; (h) to apply for letters of credit or other form of financial guarantees in order to secure the repayment of Bonds and enter into agreements in connection therewith; (i)to carry out and enforce all the provisions of this Agreement; (j)to make and enter into Bond Purchase Agreements; (k)to purchase Obligations of a Member; and -6- (1) to exercise any and all other powers as may be provided in the Act. Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised iri the manner provided ui the Act and-in-the Mid LAW-arid; except for those powers set forth in Article 4 of the Act, 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 of Santa Ana 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 any Member. -7- 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 give notice (in the manner required by Section 2.04) of the organizational meeting of the Board.At said meeting the Board shall provide for its regular meetings as required by Section 2.04 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, or make loans to finance,such Public Capital Improvements as may be necessary or convenient for the operation of the Members and to exercise the power of condemnation as necessary in connection therewith. 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 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 its 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. To the extent not covered by the duties assigned to a trustee chosen by the Authority,the Auditor and Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any 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 Auditor and Treasurer shall be open to inspection at all reasonable times by representatives of the Members. The Auditor and Treasurer within 120 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 agreement shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust agreement. Said trustee may be given such duties in said trust agreement as may be desirable to carry out this Agreement. 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 to receive,have custody of and disburse Authority funds, the Auditor and Treasurer of the Authority shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. Section 6.04. Annual Budget and Administrative Expenses. The Board may 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 in such manner as shall be fair and equitable. -9- ARTICLE VII TERM Section 7.01. Term.This Agreement shall become effective as of the date hereof and shall continue in full force and effect so long as any Bonds remaining outstanding or so long as the Authority shall own any interest in Public Capital Improvements. 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 parties hereto in such manner as shall be agreed upon by the parties. • -10- ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to the notice address of each party hereto for legal notices or as otherwise provided by a party hereto in writing to each of the other parties hereto. 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 of California under the constitution and laws of the State of California, and is to be sa 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 the Members or by applicable regulations or laws of any jurisdiction having authority,by one or more supplemental agreements executed by all 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 of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. 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 others. -11- 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 first set forth above. CITY OF BREA By L��re.G1�'� Z-tc°� Lawrence D. Hurst Financial Services Director ATTEST: litesc"4"- Elaine C p s City Clerk CITY OF BUENA PARK By Greg Beaubien Director of Finance ATTEST: Alcene M. Cain City Clerk CITY OF FULLERTON By Chris Meyer Director of Administrative Services ATTEST: Audrey K. Culver City Clerk CITY OF GARDEN GROVE By Anthony J. Andrade Controller ATTEST: Carolyn Morris City Clerk -12- 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 first set forth above. CITY OF BREA By Lawrence D. Hurst Financial Services Director ATTEST: Elaine Capps City Clerk CITY OF BUENA PARK By Greg I3eaubien Director of Finance ATTEST: Alcene M. Cain City Clerk CITY OF FULLERTON By Chris Meyer Director of Administrative Services ATTEST: Audrey K.Culver City Clerk CITY OF GARDEN GROVE By Anthony J.Andrade ATTEST: Controller Carolyn Morris City Clerk -12- 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 first set forth above. CITY OF BREA By Lawrence D. Hurst Financial Services Director ATTEST: Elaine Capps City Clerk CITY OF BUENA PARK By Greg Beaubien Director of Finance ATTEST: Alcene M. Cain City Clerk CITY OF FULLERTON By Chris Meyer Director of Administrative Services ATTEST: 1. (,4,--ea) Audrey K. Culver City Clerk CITY OF GARDEN GROVE By Anthony J. Andrade Controller ATTEST: Carolyn Morris City Clerk -12- 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 first set forth above. CITY OF BREA By Lawrence D. Hurst Financial Services Director ATTEST: Elaine Capps City Clerk CITY OF BUENA PARK By Greg Beaubien Director of Finance ATTEST: Alcene M. Cain City Clerk CITY OF FULLERTON • By Chris Meyer Director of Administrative Services ATTEST: Audrey K. Culver City Clerk CITY OF GARDEN.,_ GROVE By l 2m&ed. �/�,,,t„,,G 2 Andrade oller ATTEST: Caro`% Tyn Morris City Clerk • -12- CITY OF ORAN /� B � c� David Rudat City Manager ATTEST: &/du1/ `fi t Ca / dra J. Cathcart City Clerk CITY OF SANTA ANA By Roderick R. Coloma Finance Director ATTEST: Janice C.Guy Clerk of the Council CITY OF SEAL BEACH By Keith R.Till City Manager ATTEST: Joanne M.Yeo City Clerk CITY OF STANTON By Terry S. Matz City Manager ATTEST: C. D. Cordova City Clerk -13- CITY OF ORANGE By David L. Rudat ATTEST: City Manager Cassandra J. Cathcart City Clerk CITY OF SANTA ANA o eric1, oloma Fin c ector ATTEST: Janice C.Gu Cr Clerk of the Co City Manner CITY OF SEAL BEACH A YE SS OF RHARD E.ASSISTANT CITY AAT O NET By Keith R.Till ATTEST: City Manager Joanne M.Yeo City Clerk CITY OF STANTON By Terry S. Matz City Manager ATTEST: C. D. Cordova City Clerk -13- CITY OF ORANGE By David L. Rudat ATTEST: City Manager Cassandra J. Cathcart City Clerk CITY OF SANTA ANA By Roderick R. Coloma Finance Director ATTEST: Janice C.Guy Clerk of the Council CITY OF SE L BEACH By l ,e cLJ Keith R.Till City Manager TES : Joanne M.Yeo City Clerk CITY OF STANTON By Terry S. Matz City Manager ATTEST: C. D. Cordova City Clerk -13- CITY OF ORANGE By David L. Rudat ATTEST: City Manager Cassandra J. Cathcart City Clerk CITY OF SANTA ANA By Roderick R. Coloma Finance Director ATTEST: Janice C.Guy Clerk of the Council CITY OF SEAL BEACH By Keith R.Till City Manager ATTEST: Joanne M.Yeo City Clerk CITY OF STANTON By erry Zatz City Manager ATTEST: CH/9)a-- Cordova 'ity Clerk -13- CITY OF T STIN By Ronald A. Nault Finance Director ATTEST: Pamela Stoker City Clerk -14-