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HomeMy WebLinkAboutCertificate Regarding Effectiveness of Joint Exercise of Powers Agreement, together with Joint Exercise of Powers Agreement and Bylaws Quint &ThimmigLLP 4/19/06 $51,250,000 TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH) 2006 SPECIAL TAX BONDS CERTIFICATE REGARDING EFFECTIVENESS OF TOINT EXERCISE OF POWERS AGREEMENT The undersigned hereby states and certifies: (i) that she is the duly appointed, qualified and acting Secretary of the Temecula Public Financing Authority, a joint exercise of powers authority duly organized and validly existing under the laws of the State of California (the "Authority"), and operating pursuant to Article 1 through Article 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code (the "Act"), and pursuant to a Joint Exercise of Powers Agreement, dated April 10, 2001 (the "Agreement"), by and between the City of Temecula and the Redevelopment Agency of the City of Temecula, and as such, is familiar with the facts herein certified and is authorized to certify the same; (ii) that attached hereto is a true, correct and complete complete copy of the Agreement, which each member of the Authority had duly executed, which Agreement has not been amended, modified or rescinded in any way and remains in full force and effect as of the date hereof; and (iii) that all filings by the Authority required to be made with the California Secretary of State have been made, and the Authority is in good standing as a joint exercise of powers agency under the Act. Dated: April 27, 2006 TEMECULA PUBLIC FINANCING AUTHORITY usan W. Jone Secretary TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT This Joint Exercise of Powers Agreement (the "Agreement"), dated April 24, 2001, is by and between the City of Temecula, a municipal corporation and public body, corporate and politic duly organized and existing under the laws of the State of California (the "City"), and the Redevelopment Agency of the City of Temecula, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"). WITNESSETH: WHEREAS, agencies formed under Articles 1-4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the "Act") are permitted to provide financing for any of their members or other local public agencies in the State of California in connection with the acquisition, construction and improvement of public capital improvements, working capital requirements or insurance programs of such members or other local agencies; and WHEREAS, the City and the Agency wish to form an agency under the Act for the purpose of providing an entity which can assist in providing financing and refinancing for public capital improvements in the City and for other purposes which are authorized under the Act. NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the City and the Agency do hereby agree as follows: ARTICLE I 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 Government Code of the State of California. ' "Agency" means the Redevelopment Agency of the City of Temecula. "Agreement" means this Joint Exercise of Powers Agreement, as originally entered into or as amended from time to time. "Associate Member" means a Public Agency which is a party to an Associate Membership Agreement entered into by the Authority and such Public Agency pursuant to Article VII hereof. "Associate Membership Agreement" means an agreement between the Authority and an Associate Member as described in Article VII hereof. "Authority" means the Temecula Public Financing Authority established pursuant to Section 2.02 of this Agreement. ' hereby certify, ""der «» penalty of perjury that the above and foregoing is a true and correct copy of an original on deposit within the records of the City of Temecula. In witness whereof, I have hereunto set 13 day of P:\CITY CLERK\DOMENOEC\JPAAgreement.doc SU my hand and affixed the seal of the City of Temecula this 12 "Board" means the Board of Directors of the Authority referred to in Section 2.03. "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, Working Capital Requirements, Public Improvements and/or liability or insurance needs of any Public Agency."Bond Purchase Agreement" means an agreement between the Authority and the City, the Agency or any Public Agency, pursuant to which the Authority agrees to purchase Obligations from the City, the Agency or such Public Agency, as the case may be. "Bonds" means bonds, notes or other obligations of the Authority issued pursuant to the Bond Law or pursuant to any other provision of law which may be used by the Authority for the authorization and issuance of bonds, notes notes or other obligations. "City" means the City of Temecula, California. "Directors" means the representatives of the City appointed to the Board pursuant to Section 2.03. "Fiscal Year" means the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year. "Members" means the City and the Agency. "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 City and the Agency. -"Public Improvements" has the meaning given such term in Section 6585(g) of the Bond Law. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.01. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.02. "Working Capital Requirements" means the requirements of any Public Agency for funds to be used by, or on behalf of, such Public Agency for any purpose for which such Public Agency, may borrow money pursuant to Section 53852 of the Government Code of the State of California. -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, the Bond Law and as agreed by one or more of the parties hereto. A primary purpose of this Agreement is to provide for the financing and refinancing of Public improvements or Obligations through the formation by the Authority of one or more community facilities districts, the acquisition by the Authority of such Public Improvements, and/or the purchase by the Authority of Obligations of the City, the Agency or any Public Agency pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to the City, the Agency or any Public Agency. Another primary purpose of the Authority is to assist the City in connection with City lease and installment sale financings and refinancings. Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the Temecula Public Financing Authority". The Authority shall be a public entity separate and apart from the City, the Agency, any Associate Member and any other Public Agency, 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 Directors of the Authority shall be comprised of the members of the City Council of the City. The Board shall be called the "Board of Directors of the Temecula 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 the City and the Agency. (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. (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 of the Government Code of the State of California. Section 2.05. Actions Taken. The Secretary shall cause to be kept records, consistent with City policy, of all actions taken by the Board at all meetings of the Board and shall, as soon as possible after each meeting, make such records available for inspection by each Director and the Members. I hereby certify, underthe penalty of perjury that the Section 2.06. Voting. Each Director Shall have one V0te.above and foregoing is a true and correct copy of an original on deposit within the records of the City of Temecula. Temecula. In witness whereof, I have hereunto set my hand and affixed the seal of the City of Temecula mis »> day of /WcmA-h go n. SUSAN W.J -3- O n 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 the Board may deem necessary or advisable for the purposes hereof. ARTICLE III OFFICERS AND EMPLOYEES Section 3.01. Chairperson. Executive Directdr and Secretary. The City Manager and the City Clerk are hereby designated as the Executive Director and Secretary, respectively, of the Authority. The Board shall select a Chairperson from among its members who shall serve as Chairperson until such person is no longer a City Councilmember or a new Chairperson is appointed by the Board. The officers shall perform the duties normal to said offices. The Chairperson or the Executive Director (or any other person authorized by resolution of the Board) shall sign contracts on behalf of the Authority, and the Chairperson shall perform such other duties as may be imposed by the Board. The Executive Director shall administer the dayto-day affairs of the Authority and shall execute the policies and directives of the Board. The Secretary shall countersign all contracts signed by the Chairperson or the Executive Director on behalf of the Authority (unless otherwise specified by resolution of the Board), perform such other duties as may be imposed by the Board and cause a notice of this Agreement to be filed with the Secretary of State pursuant to the Act. Section 3.02. Treasurer and Auditor. Pursuant to Section 6505.6 of the Act, the City Treasurer is hereby designated as the Treasurer of the Authority and the City Finance Director is hereby designated as the Auditor of the Authority. The Treasurer shall be the depositary, 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 Section 6505 and Section 6505.6 of the Act, the Auditor 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, which audit may be combined with any audit of the accounts and records of the City, the Agency and/or any Public Agency. The Treasurer is hereby authorized and directed to prepare or cause to be prepared such audits and reports as required pursuant to Section 6505 of the Act and by order of the Board. 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 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 Authority Records. From time to time, the Board may designate persons, in addition to the Executive Director, the Secretary, the Treasurer and the Auditor, having charge of, handling or having access to any records, funds or accounts or any Public Improvement of the Authority, and the respective amounts of the official bonds of the Executive Director, the Secretary, the Treasurer and the Auditor and such other persons pursuant to Section 6505.1 of the Act. Section 3.05. Legal Advisor. The City Attorney shall act as the legal advisor of the Authority, and 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 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 Agency or, by reason of their employment by the Board, to be subject to any of the requirements of the City or the Agency. 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 the powers granted to it under the Act, including but not limited to the powers set forth in the Bond Law and the powers of each of the Members as may be necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04; As provided in the Act, the Authority shall be a public entity separate from the City, the Agency, any Associate Member and any other Public Agency. Section 4.02. Power to Issue Bonds. The Authority shall have all of the powers provided in the Act and in the Bond Law, including 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: thereby certify, under the penalty of perjury that the above and foregoing is a true and correct copy of an original on deposit within the records of the City of Temeoula. In witness whereof, I have hereunto set my hand and affixed the seal of the City of Temecula -5- (a) to make and enter into contracts; (b) to employ agents or employees; (c) to acquire, construct, manage, maintain or operate any Public Improvement, including the common power of the City, the Agency and any Associate Member to acquire any Public Improvement by the power of eminent domain or any other lawful means; (d) to sue and be sued in its own name; (e) to issue Bonds and otherwise to incur debts, liabilities or obligations; provided, however, that no such Bond, debt, liability or obligation shall constitute a debt, liability or obligation of the City, the Agency, any Associate Member or any other Public Agency;(f) to apply for, accept, receive and disburse grants, loans and other assistance 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 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 Government Code of the State of California; (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; 0) to make and enter into Bond Purchase Agreements and any other agreements, assignments and documents of any nature whatsoever as may be necessary or convenient in the exercise of its powers hereunder or under the Act; (k) to purchase Obligations of or to make loans to the City, the Agency, any Associate Member or any other Public Agency for the purposes hereof, or to refinance indebtedness incurred by the City, the Agency, any Associate Member or any other Public Agency in connection with any of the purposes hereof; (I) to establish community facilities districts under the Mello-Roos Community Facilities Act of 1982, as amended; and (m) to exercise any and all other powers as may 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 Agency 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 City, the Agency, any Associate Member or any other Public Agency. Section 4.06. Non-Liability for Obligations of Authority. No Member, Associate Member, Director, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such Member, Associate Member, Director, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. ARTICLE V CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS Section 5.01. 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 Government Code Section 6513 are hereby incorporated into this Agreement by reference; Section 5.02. 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 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. Within 180 days after the close of each Fiscal Year an annual report of all financial activities for such Fiscal Year shall be presented to the Members, to the extent such activities are not covered by the report of such trustee. The trustee appointed under any indenture or 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 indenture or trust agreement as may be desirable to carry out this Agreement. Section 5.03. 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 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 5.04. 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, on or about July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated in such budget by the Authority to the Members in such proportion as the Board shall determine. r r i, h heprer_byh .c.epr-triftyifl,, u,n,d„,e r th,.e penalt,y o f .pe rju,r y th..a t .t.h.e above and foregoing is a true and correct copy of an original on deposit within the records of the City of Temecula. In witness whereof, I have hereunto set my hand and affixed the seal of the City of Temecula this I3» day of Ao.«ut+ 20 7 SUSANWJONES, CMC, ARTICLE VI TERM Section 6.01. Term. This Agreement shall become effective, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement and the Authority shall thereafter continue in full force and effect for at least forty (40) years (unless earlier terminated by the Members and any then Associate Members), but in any event so long as either (a) any Bonds remaining outstanding or any material contracts to which the Authority is a party remain in effect, or (b) the Authority shall own any interest in any Public Improvements or land. Section 6.02. Disposition of Assets. Upon termination of this Agreement, all property of the Authority, both real arid personal, shall be conveyed to the City; provided that any surplus money on hand shall be returned to the Members and any Associate Members in proportion to the contributions, if any, that they have made (or, if none of them have made any contributions, to the City. ARTICLE VII ASSOCIATE MEMBERSHIP AGREEMENTS Section 7.01. Power to Enter Into Associate Membership Agreements. In addition to those powers specified in this Agreement, the Authority shall have the power to enter into Associate Membership Agreements with any city, county or city and county located in California upon the approval thereof by the Board. Section 7.02. Contents of Associate Membership Agreements. Each Associate Membership Agreement shall: (a) State that the prospective Associate Member is an associate member of the Authority; (b) Specify that the purpose of the Associate Membership Agreement is to facilitate the financing or refinancing of public improvements located within the jurisdiction of the applicable Associate Member; (c) Restrict the powers of the prospective Associate Member with respect to the Authority to those enumerated in this Article VII; (d) Specify that the prospective Associate Member shall not have the power vote on any action to be taken by the Authority and no officer, councilmember, boardmember or employee of the Associate Member shall become an officer of the Authority or a Director; and (e) Specify the fees, if any, to be charged the prospective Associate Member for its participation in financings of the Authority. -8- Section 7.03. Approval of Associate Membership Agreements. In determining whether to approve an Associate Membership Agreement with a prospective Associate Member, the Directors may take into account any criteria deemed appropriate to the Directors, including but not limited to the financial viability of the project within the jurisdiction of the Associate Member proposed to be served by the public improvements to be financed. 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 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 by applicable Tegulations 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. Severabilitv. 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 City or the Agency, respectively. Neither the City nor the Agency may assign any right or obligation hereunder without the written consent of the other. I hereby certify, under the penalty of perjury that the above and foregoing is a true and correct copy of an original on deposit within the records of the City of Temecula. In witness whereof, I have hereunto set my handland affixed the seal of the City of Temeoula _dayoLA%a^«4--9- 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 TEMECULA Date: April 24, 2001 ATTEST: Susan vy. Jo City Cleffl</Au Date: April 24, 2001 Jeff Comerchero, Mayor APPROVED AS TO FORM: Peter M. Thorson, City Attorney REDEVELOPMENT AGENCY OF THE CITY OFTEMECULA Ron .Roberts Chairperson ATTEST: APPROVED AS TO FORM: Peter M. Thorson, Agency Attorney -10-