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Home My WebLink About83-35 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 RESOLUTION NO. 83-35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZING TilE MAYOR TO EXECUTE A JOINT POWERS AGREEMENT BY AND ~[ONG THE CITIES OF ARCATA, CLOVERDALE, HEALDSBURG, SEBASTOPOL, SONOMA AND UKIAH BE IT RESOLVED, that the City Council of the City of Ukiah approves a Joint Powers Agreement between the Cities of Sonoma, Sebastopol, Cloverdale, Arcata, Healdsburg and Ukiah (herein referred to as the Joint Exercise of Powers Agreement for the Redwood Empire Financing Authority) to utilize a method of financing certain capital improvements projects. BE IT FURTHER RESOLVED, that the Mayor is authorized to execute that certain Joint Exercise of Powers Agreement with the other members of the Redwood Empire Financing Authority; and BE IT FURTHER RESOLVED, that the City Council appoints the City Manager, D. Kent Payne, as the Authority Commission Member. PASSED AND ADOPTED this 17th day of November the following roll call vote: AYES: Councilmembers Feibusch, Kelley, Hickey, Myers, Riley NOES: None ABSENT: None , 1982 by ATTEST: City Clerk ARTICLE I DEFINITIONS .. Section 1.01. General. Unless the context otherwise requires, the words and terms defined in this Article shall, for the purpose hereof, have the meanings herein specified. Section 1.02. Act. "Act" means Article i and Article 2 (commencing with Section 6500) of Chapter 5, Division 7, Title I of the Government Code of the State. Section 1.03. Agreement. "Agreement" means this Agreement. Section 1.04. Authority.. "Authority" means the Redwood Empire Financing Authority created pursuant to this Agreement. Section 1.05. Bond Law. "Bond Law" means Article 2 of the Act, as now or hereafter amended, or any other law hereafter legally available for use by the Authority in the authorization and issuance of bonds to finance the acquisition of Property. Section 1.06 Cities and City. "Cities" means each of the parties to this Agreement and "City" means any such party. Section 1.07. Commission. "Commission" means the Commission referred to in Section 2.04, which shall be the governing board of the Authority. Section 1.08. Fiscal Year. "Fiscal Year" means the period from July 1st to and including the following June 30th. Section 1.09. Property. "Property" means real and personal property of every kind, whether now owned or hereafter acquired by the Authority. Section 1.10. Authority. Secretary. "Secretary" means the secretary of the Section 1.11. State. "State" means the State of California. Section 1.12. Treasurer. "Treasurer" means the Treasurer of the City of Healdsburg, designated as treasurer of the Authority in Section 3.02. 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 Cities. The purpose of this Agreement is to provide for the joint exercise of powers to purchase and acquire, through lease purchase, installment sale agreements,,- or otherwise, such Property necessary or convenient for the operation of the Cities. Each of the Cities is authorized to exercise all such powers pursuant to its organic law, and the Authority is authorized to exercise those powers con,non to the Cities, and enter into installment sale or lease purchase agreements for the acquisition and construction of such Property, and to lease such Property to the Cities, and issue and provide for the repayment of revenue bonds or notes pursuant to the provisions of the Bond Law. Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Redwood Empire Financing Authority", herein called the "Authority". The Authority is a public entity separate and apart from the cities of Arcata, Cloverdale, Healdsburg, Sebastapol and Sonoma, and shall administer this Agreement. Section 2.03. Commission. The Authority shall be administered by a Commission of. six~ members. One (1) member shall be appointed by the City Council of Afcat~; one (1) member shall be appointed by the City Council of Cloverdale; one (1) member shall be appointed by the City Council of Healdsburg; one (1) member shall be appointed by the City Council of Sebastapol; one (1) member shall be appointed by the City Council of Sonoma; and one {1~ member shall be appointed by the City Council of Ukiah. The ' olY6~-~Ssion' Sh-all be called ~he "CommiS~Ton'-~'f~-~he-'~edWood Empire Financing Authority". All voting power of the Authority shall reside in the Commission. Each member of the Commission shall serve at the pleasure of the City that appointed such member. Vacancies on the Commission shall be filled by the respective appointing Cities. Section 2.04. Meetinqs of the Commission. (a) Regular Meetings. The Commission 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 Commission and a copy of such resolution shall be filed with each of the Cities. (b) Special Meetings. Special meetings of the Commission may be called in accordance with the provisions of Section 54956 of the Government Code of the State. (c) Call, Notice and Conduct of Meetings. All meetings of the Commission, 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 Government Code of the State. Section 2.05. Minutes. The secretary shall cause to be kept minutes of the meetings of the Commission and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the -Commission and to each of the Cities. Section 2.06. Voting. Each member of the Commission shall have one vote. Section 2.07. ~uorum; Required Votesl Approvals. Members .of the Commission 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 members of the Commission holding at least two-thirds of the votes shall be required to take any action by the Commission. Section 2.08. Bylaws. The Commission 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 and Secretary. The Commission shall elect a chairman and vice-chairman from among its members, and shall appoint a secretary who may, but need not, be a member of the Commission. The officers shall perform the duties normal to said offices; and ,~ (a) the chairman shall sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Commission; (b) the vice-chairman shall act, sign contracts and perform all of the chairman's duties in the absence of the chairman; and (c) the secretary shall countersign all contracts signed by the chairman or vice-chairman on behalf of the Authority, perform such other duties as may be imposed by the Commission and cause a copy of this Agreement to be filed with the Secretary of State of the State pursuant to the Act. Section 3.02. Auditor and Treasurer. The auditor of the City of Healdsburg and the Treasurer of the City of Healdsburg are hereby respectively designated as the auditor and treasurer of the Authority. The Treasurer shall be the depositary and shall have custody of all of the accounts, funds and money of the Authority from whatever source. The auditor and the treasurer 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 3.03. Officers in Charc~e of Records, Funds and Accounts. Pursuant to Section 6505.1 of the Act, the auditor and 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 Property. From time to time, the Commission may designate persons, in addition to the secretary, auditor and treasurer, having charge of, handling or having access to any records, funds or accounts or other Property of the Authority, and the respective amounts of the official bonds of the secretary, auditor and treasurer and such other persons pursuant to Section 6505.1 of the Act. Section 3.05. Legal Advisor. The Commission shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Commission. Section 3.06. Other Employees. The Commission 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 immunites 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 an 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. None of the officers, agents, or employees directly employed by-the Commission shall be deemed, by reason of their employment by the Commission to be employed by either Agency or, by reason of their employment by the Commission, to be subject to any of the requirements of the Cities. ARTICLE IV POWERS Section 4.01. General Powers. The Authority shall exercise in the manner herein provided the powers common to each of the Cities 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 Authority shall be a public entity separate from the Cities. The Authority shall have the power to finance and acquire, by lease purchase or installment sale agreement, Property necessary or convenient for the operation of the Cities and to lease such Property to the Cities. Section 4.02. Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in Article 2 of the Act (commencing with Section 6540), including the power to issue revenue 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 buildings, works or improvements; (d) to acquire, hold or dispose of Property; (e) to sue and be sued in its own name; (f) to incur debts, liabilities or obligations, provided that no debt, liability or obligation shall constitute a debt, liability or obligation of any of the Cities; (g) 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; (h) 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 Government Code of the State; (i) to apply for leters of credit in order to secure the repayment of its obligations and enter into agreements in connection therewith; and (j) to carry out and enforce all the provisions of this Agreement. 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 of Healdsburg 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 of the Cities. ARTICLE V METHODS OF PROCEDURE; LEASE AND OPERATION BY CITIES Section 5.01. Ass_~tion of Responsibilities B~ the Authoritz. As soon as practicable after the date of this Agreement, the respective Cities shall appoint the members of the Commission and the City Manager of the City of Sonoma shall give notice (in the manner required by Section 2.05) of--the organizational meeting of the Commission. At said meeting the Commission shall provide for its regular meetings as required by Section 2.05 and elect a chairman and vice-chairman, and appoint a secretary. Section 5.02. Delegation of Powers. Each of the Cities hereby delegates to the Authority the power and duty to acquire, by lease purchase, installment sale agreements, or otherwise, such Property necessary or convenient for the operation of the Cities. Section 5.03. Lease and Operation by Cities. The Authority established hereunder shall lease the Property which it acquires by lease purchase or installment sale agreements, to the Cities which have requested the Authority to acquire such Property, by means of financing leases. Any lease of Property from the Authority to the Cities shall provide that Cities shall pay rental payments under such leases which shall be sufficient to pay principal of and interest on any obligation of the Authority incurred in order to acquire such Property. Section 5.04 Credit to Cities. All accounts or funds created and established pursuant to any Trust Agreement to which the Authority is a party, and any interest earned or accrued thereon, shall inure to the benefit of the respective Cities for which such funds or accounts were created. ARTICLE VI CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS .. Section 6.01. Contributions The Cities 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 f-unds 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 6513 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 of Authority 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 certificates of participation in any installment sale of lease-purchase agreement entered into by the Authority, or of any resolution for the issuance of bonds of the Authority. The books and records of the Authority in the hands of a trustee or the auditor shall be open to inspection at all reasonable times by representatives of the Cities. The auditor of Authority, 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 Cities 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 trust 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 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 Commission shall adopt a budget for administrative expenses, which shall include all expenses not included in any bond, certificate of participation, or other issue of the Authority, annually prior to March 1st of each year. The estimated annual administative expenses of the Authority shall be allocated by the Authority to the parties hereto equally. 10 ARTICLE VII TERM Section 7.01. ..T.erm. This Agreement shall become effective as of the date hereof and shall continue in full force and effect until such time as any installment sale or lease purchase agreement to which the Authority is a party is in effect, or until such time as revenue bonds issued pursuant hereto-and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceedings for the issuance thereof; provided, however, that- (i) if said installment sale or lease purchase agreements or revenue bonds have been paid in full or adequate provision for such payments has been made in accordance with the proceedings for the issuance thereof, this Agreement shall automatically terminate, and (ii) this Agreement shall terminate three (3) years from the date hereof in the event no installment sale or lease-purchase agreement has been entered into or if no revenue bonds shall have been issued on or before said date. Section 7.02. Withdrawal. Any member of the Authority who has not entered into a financing lease with the Authority shall be entitled to withdraw from the Authority upon giving the Authority 30 day advance written notice. Section 7.03. 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. 11 ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: ,mod tab 18 23 36 51 66 86 ~ ,end City Manager City of Arcata 736 "F" Street Arcata, CA 95521 City Manager City of Healdsburg 126 Matheson Street Healdsburg, CA 95448 City Manager City of Cloverdale 124 Cloverdale Blvd. Cloverdale, CA 95425 City Manager City of Sebastopol 7120 Bodega Ave. Sebastopol, CA 95472 City Manager City of Sonoma City Hall, No. 1, The Plaza Sonoma, CA 95476 City Manager ,~ City of Ukiah /V~,~c~ City Hall, 203 S. School St Ukiah, CA 95482 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 me 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 holders of bonds issued by the Authority 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. The bylaws of the Authority may be amended by two-thirds (2/3) of the Cities. 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. 12 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. Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Cities. ~None of the Cities may assign any right or obligation hereunder without the written consent of the other Cities. 13 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. The City of Arcata Dated- ATTEST' Mayor (SEAL) The City of Cloverdale Dated: ATTEST' Mayor (SEAL) The City of Healdsburg Dated- ATTEST- Mayor (SEAL) 14 -Dated- ATTEST. The City of Sebastopol Mayor (SEAL) The City of Sonoma Dated: ATTEST. Mayor (SEAL) Dated: ATTEST. (SEAL) The City of Ukiah Mayor 15