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HomeMy WebLinkAboutCity Council Resolution 93-031.1 RESOLUTION NO. 93-031.1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA APPROVING JOINT EXERCISE OF POWERS AGREEMENT IN CONNECTION WITH MARKS-ROOS FINANCING The City Council of the City of Saratoga resolves: 1. This Council hereby finds that the Joint Exercise of Powers Agreement creating the Saratoga Public Financing Authority by and between the CITY OF SARATOGA and the SARATOGA PARKING AUTHORITY, dated June 16, 1993, will be beneficial to the residents of this city. A copy of the Joint Exercise of Powers Agreement is attached to this resolution. 2. The Joint Exercise of Powers Agreement is, therefore, hereby approved. The Mayor is authorized to sign the agreement and the city Clerk is authorized to attest its execution. PASSED AND ADOPTED at a regular meeting of the City council of the city of Saratoga held on the 16th day of June, 1993, by the following vote: AYES: Councilmembers Burger, Kohler, Mania, Tucker and Mayor Anderson NOES: None ABSENT: None £- "j;;;;0-) ,,.'. ,'/ t1 . " ·Ø~fA--- Mayor ABSTAIN: None ATTEST: ~~~ Betsy qØry, D;¡úty city Clerk 5112-17604.1 JOINT EXERCISE OF POWERS AGREEMENT CREATING THE SARATOGA PUBLIC FINANCING AUTHORITY THIS AGREEMENT, dated June 16, 1993 is by and between the City of saratoga (the "City") and the Saratoga Parking Authority (the "Parking Authority"). Each duly organized and existing under the laws of the State of California; WIT N E S S ET H: WHEREAS, the City and the Parking Authority are each authorized to own, lease, purchase, receive and hold property necessary or convenient for their governmental operations; and WHEREAS, the financing of the acquisition or construction of projects by the City and the Parking Authority acting separately may result in duplication of effort, inefficiencies in adJDinistration, and excessive cost, all of which, in the judgment of the City and the Parking Authority, could be eliminated if the financing of the acquisition or construction of projects was 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 forraed under the Joint Exercise of Powers Law (hereinafter defined as the "Act") to assist in the financing of public capital improvements to be owned by any of its members or any other city, county, city and county, authority, district or public corporation of the state of California; NOW, THEREFORE, in consideration of the above promises and of the mutual promises herein contained, the City and the Parking Authority 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 I -shall, for the purpose hereof, have the meanings herein specified. "Açt" means Articles 1 through 4 (commencing with section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code. "Aqreement" means this Agreement. SF2-17608.1 "Board" or "Qoverninq Board" means the Governing Board referred to in section 2.03, which shall be the governing body of the SPFA. "Boardmembert" means the representatives of the City appointed to the Board pursuant to section 2.03. ·'Bond Law" means the Harks-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 SPFA in the authorization and issuance of bonds to provide for the financinq of Obliqations and/or Public Capital Improvements. "Bo~d Purcba" Agreement" means an aqreement between the SPFA and the city or the Parking Authority, pursuant to which the SPFA agrees to purchase Obligations from the City or the Parkinq Authority, as the caøe may be. "Bonds" means bonds of the SPFA issued pursuant to the Bond Law. "Fiscal Y~ar· means the period from July 1st to and including the following June 30th. "Local Aqer¡cy" means a Member, or an agency or subdivision of that Member, sponsoring a project of Public Capital Improvements, or any city, county, city and county, authority, district or public corporation of the State of California. "lIembers" means the city and the Parking Authority. "Obliq~tions" has the meaning given to the term "Bonds" in section 6585(c) of the Bond Law. "Pµblic Capital IJI:pJ:'ovement" has the meaning given to such term in section 6515(9) of the Act, as in effect on the date bereof, and as hereafter amended. "SecretarY" means the Secretary of the SPFA appointed pursuant to section 3.01. "~" means the Saratoga Public Financing Authority established pursuant to this Aqreement. "Treasurer" means the Treasurer of the SPFA appointed pursuant to section 3.02. SF2-17608.1 2 ARTICLE II GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant-to the Act providing for the joint exercise of powers cODœon to the City and the Parking Authority, and for other purpose. .s 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 or refinancing of Public capital Improvements for a Local Agency through the acquisition by the SPrA, pursuant to Bond Purchase Agreements, of Obligations of Local Agencies used to finance such Public Capital I.pravements and/or the lendinq- of funds by the SPFA to a Local Agency. section 2.02. Creation of SPFA. Pursuant to the Act, there is hereby created a public entity to be known as the "Saratoga Public Financing Authority." The SPFA shall be a public entity separate and apart from the Members, and shall administer the Agreement. section 2.03. Governing Board. The SPFA shall be administered by a Board of five (5) Boardmembers, unless and until chanqed by amendment of the Agreement. The members of the City council of the City, as such members may chanc¡e from time to time, shall constitute the Board:JRembers of the SPFA. The Board shall be called the "Governing Board of the SaratOCJa Public Financing Authority." All voting power of the authority shall reside in the Board. Section 2.04. Meetings of the Board. <a> C4l1. Not~ce and Conduct of Meetings. All meetings of the Board, including without li.itation, regular, adjourned regular and special meetinqs, 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). (b) ~eqµlar Meetinqs. 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 holdinq of regular meetinqs shall be fixed by resolution of the Board and a copy of such resolution shall be filed with each of the Members. (c) Special Meetingt:;. Special meetings of the Board may be called in accordance with the provisions of section 54956 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 SF2-17608.1 3 forwarded to each Boardmember and to the members. section 2.06. Voting. Each Boardmember shall have one vote. section 2.07. Quorum; Required Votes; Approvals. Boardmembers 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 affiraative votes of at least a majority of the Boaremembers 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. President, Vice-President and Secretary. The Mayor of the City shall serve, ex-officio, as the President of the Board. The Vice Mayor of the City shall serve, ex officio, as the Vice-President of the Board, and the City Clerk of the City shall serve, ex officio, as the Secretary of the SPFA. The officers shall perform the duties noraal to said offices. The President shall sign all contracts on behalf of the SPFA, and shall perform such other duties as may be imposed by the Board. The Vice-President shall act, sign contracts, and perform all of the President's duties in the absence of the President. The Secretary shall countersign all contracts signed by the President or Vice-President on behalf of the SPFA, 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 3.02. Treasurer. Pursuant to section 6505.6 of the Act, the Treasurer of the City is hereby designated as the Treasurer of the SPFA. The Treasurer shall be the depositary, shall have the duties and obligation set forth in section 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 SPFA. 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 SPFA and all records of the SPFA relating thereto; and the Secretary shall have charge of, handle and have access to all other records of the SPFA. section 3.04. Bonding Persons Having Access to Public Capital Improvements. From time to time, the Board may designate SP2-17cíOU 4 persons, in addition to the secretary and the Treasurer, having charge of, handling or having access to any records, funds or accounts of the SPFA, and the respective amount 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 Advisors. The Board shall have the power to appoint the leqal advisors of the SPFA who shall perform such duties as may be prescribed by the Board. Such legal advisors may include the City Attorney of the City. section 3.06. other Employees. The Board shall have the power to appoint and employ Buch other employees, consultants and, independent contractors as .ay be necessary for the purposes of this Aqreeaent. All of the privileges and immunities from liability, exemption fro. laws, ordinances, and rules, all pension, relief, disability, workers' coapensation, 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 the functions and other duties under this Aqreeaent. None of the officers, agents, or employees directly _played by the Board shall be deemed, by reason of their ..ployaent by the Board to be employed by the City or the Parking 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 appoint such assistant to act in the place of the Secretary or other officers of the SPFA (other than any Boardmember), and may by resolution provide for the appointment of additional, officers of the SPFA who mayor may not be Boardmembers, as the Board shall from time to time deem appropriate. ARTICLE IV POWERS section 4.01. General Powers. The SPFA shall exercise in the manner herein provided, the powers 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 4.04. As provided in the Act, the SPFA shall be a public entity separate from the Members. The SPFA shall have the Power to finance the acquisition of Public Capital Improvements necessary or convenient for the operation of a Local Agency and to acquire Obligations of a Local Agency. SF2-176CJ1.1 5 section 4.02. Power to Issue Revenue Bonds. The SPFA shall have all of the powers provided in the Act, including but not limit to, Article 4 of the Act (commencing with section 6584), and including the power to issue Bonds thereunder. section 4.03. Specific Powers. The SPFA is hereby authorized, in its own na.., 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 sue and be sued in its own name; (d) to issue Bonds and otherwise to incur debts, liabilities, or obligations, provided that no such bond, debt, liability, or obligation shall constitute a debt, liabllity,orobliqation of the Xe1lbers; (e) to apply for, accept, receive, and disburse grants, loans, and other aid. from any agency of the United States of America or of the State of California; (f) to invest any .oney in the treasury pursuant to section 6505.5 of the Act that i. not required for the immediate necessities of the SPFA, as the SPFA determines is advisable, in thes... manner and upon the same conditions as local agencies, pursuant to section 53601 of the California Government Code; (q) 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; (h) to carry out and enforce all the provisions of this Agreement; (i) to make and enter into Bond Purchase Agreements; (j) to purchase Obligations of any Local Agency; and (k) 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 SPFA 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. SP2-17608.1 6 section 4.05. Obligations of SPFA. The debts, liabilities and obligations of the SPFA 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 SPFA. As soon as practicable after the date of execution of this Aqreement, the Boardme~rs shall give notice (in the manner required by Section 2.04) of the organizational meeting of the Board. At said meetinq, the Board shall provide for its reqular meetings as required. by section 2 .04. Section 5.02. Credit to Members. All accounts or funds created and established pursuant to any instrument or aqree.ant to which theSPFA 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) Rake advances of public funds for such purpose. such advances to be repaid as provided herein, or (d) use their 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. section 6.02. Accounts and Reports. To the extent not covered by the duties assigned to a trustee chosen by the SPFA, 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 SPFA. The books and records of the SPFA 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 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 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 SF2-17608.1 7 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 instrument or agreement which the SPFA may enter into, which m.ay provide for a trustee- to receive, have custody of and disburse SPFA funds, the Treasurer of the SPFA shall receive, have the custody of, and disburse SPFA funds as nearly as practicable 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 shall adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the SPFA, annually prior to July 1st of each year. The estimated annual administrative expenses of the SPFA shall be allocated by the SPFA to the city. ARTICLE VII TERM section 7.01. Term. This Agreement shall become effective, and the SPFA shall come into existence, as of the date hereof and this Agreement and the SPFA shall continue in full force and effect for at least one year or so long as any Bonds remain outstanding. section 7.02. Disposition of Assets. Upon termination of this Agreement, all property of the SPFA, both real and personal, shall be divided among the Members in such manner as shall be agreed upon by the members. 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. SF2-17608.1 8 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. OS. Amendments. This Agreement may be amended at any time, o~fro. time to time, except as limited by contract with the owners of Bonds issued by SPFA or certificates of participation in payments to be made by the SPFA or a Local Agency or by applicable requlations 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 C8.rry 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 SPFA. The SPFA 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. Neither Member may assign any right or obligation hereunder without the written consent of the other. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers SF2-11608 .1 9 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 SARATOGA ~.~ /1 /> 7 By: ~ F (2Jif.¡ Mlyofr ATTEST: By ~ é', ~/ Deputy citYCler~ ;¡z ~FO [i> A~ orney (SEAL) SARATOGA PARKING AUTHORITY By: !ÁI 02JMt'/' presitn~ ATTEST: ~ 1J c!. f~/ ~tary, s~~at~a parking Authority SF2-11608.1 10