Resolution No. 9127in
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WM
WE
RESOLUTION NO. 9127
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AMENDMENT NO. 6 TO JOINT POWERS
AGREEMENT WITH THE INDEPENDENT CITIES LEASE FINANCE
AUTHORITY AND PROVIDING OTHER MATTERS PROPERLY
RELATED THERETO
WHEREAS, the City of Vernon, together with certain other
cities of the State of California (collectively, the "Members"), have
entered into a Joint Powers Agreement Creating the Independent Cities
(Lease Finance Authority (the "Joint Powers Agreement"), establishing
the Independent Cities Lease Finance Authority (the "Authority") and
prescribing its purposes and powers; and
WHEREAS, the Board of Directors of the Authority has approved
Amendment No. 6 to the Joint Powers Agreement, amending the Joint
Powers Agreement to authorize the Authority to provide financing or
refinancing of projects and programs which benefit Members and
Associate Members; and
WHEREAS, the City Council of the City of Vernon has
determined that it is appropriate and in the best interests of the
City to approve the proposed amendment to the Joint Powers Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves Amendment No. 6 to the Joint Powers Agreement in
substantially the form attached hereto as Exhibit A and incorporated
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by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute the Amendment for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4: The Mayor, Mayor Pro Tem, Acting City Clerk and
any other officers of the City, are hereby authorized and directed to
take all actions and do all things necessary or desirable hereunder
with respect to the Amendment No. 6 to the Joint Powers Agreement,
including but not limited to, the execution and delivery of any an all
agreements, certificates, instruments and other documents which they,
or any of them, may deem necessary or desirable and not inconsistent
with the purposes of this Resolution.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send a certified
copy of this resolution together with an executed Amendment to:
Debbie Smith
Program Administrator
Independent Cities Lease Finance Authority
P.O. Box 1750
Palmdale, CA 93590-1750
SECTION 6: The notice of approval requirement of Article 23
of the Joint Powers Agreement shall be deemed satisfied when the
certified copy of this resolution is transmitted to the Independent
Cities Lease Finance Authority.
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SECTION 7: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 5th day of September, 2006.
ATTEST:
I �
BRUCE V. MALKENHORST, JR.
Acting City Clerk
LEONIS C. MA BURG, ayor
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 9127, was duly adopted by the City Council of the City
of Vernon at an adjourned regular meeting of the City Council duly held
on Tuesday, September 5, 2006, and thereafter was duly signed by the
Mayor of the City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, JR.
Acting City Clerk
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f
EXHIBIT
A
EXHIBIT A
AMENDMENT NO.6
TO THE
JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES LEASE AUTHORITY
A-1
AMENDMENT NO.6
TO THE
JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES LEASE AUTHORITY
THIS AMENDMENT NO. 6 TO THE JOINT POWERS AGREEMENT CREATING THE
INDEPENDENT CITIES LEASE FINANCE AUTHORITY (this "Amendment No. 6") by and
among the CITY OF BALDWIN PARK, the CITY OF COMPTON, the CITY OF HAWTHORNE,
the CITY OF HERMOSA BEACH, the CITY OF HUNTINGTON PARK, the CITY OF
LYNWOOD, the CITY OF SAN FERNANDO, the CITY OF SOUTH GATE and the CITY OF
VERNON, each a municipal corporation duly organized and existing under the laws of the State of
California (collectively, the "Members");
WITNESSETH:
WHEREAS, the Members have entered into a Joint Powers Agreement Creating the
Independent Cities Lease Finance Authority (the "Joint Powers Agreement"), establishing the
Independent Cities Lease Finance Authority (the "Authority") and prescribing its purposes and
powers; and
WHEREAS, the Board of Directors of the Authority has approved Amendment No. 6 to the
Joint Powers Agreement, amending the Joint Powers Agreement to authorize the Authority to
provide financing or refinancing of projects and programs which benefit Members and Associate
Members;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Members do hereby agree as follows:
Section 1. Amendment No. 6. Article 6 of the Joint Powers Agreement, entitled "Powers of
the Authority," is hereby amended by adding a new subsection (d) thereto to read as follows:
(d) In addition to the other powers provided herein, the Authority
shall have any and all powers authorized by law to each of the parties hereto and
separately to the public entity herein created relating to (i) economic
development, including, without limitation, the promotion of opportunities for
the creation and retention of employment, the stimulation of economic activity,
and the increase of the tax base, within the jurisdictions of such parties; (ii) the
issuance of bonds, notes or other evidences of indebtedness for the financing or
refinancing of K-12 educational facilities to be utilized by a non-profit
organization; and (iii) the issuance of assessment district bonds and bonds
issued pursuant to the Mello -Roos Community Facilities Act of 1982;
Section 2. Joint Powers Agreement Effectiveness. Except as amended hereby, the Joint
Powers Agreement and all provisions therein shall remain in full force and effect.
A-2
. I., .
.. .
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to the
Joint Powers Agreement Creating the Independent Cities Lease Finance Authority to be executed
and attested by their proper officers thereunto duly authorized, on the day and year set forth below.
DATE: Sept. 5 , 2006 CITY OF VERNON
ATTEST:
Acting Ulty E;lerK
Bruce V. Malkenhorst, Jr.
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Bv-
Leonis C. Malburg
Title: Mayor
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WE
RESOLUTION NO. 9127
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AMENDMENT NO. 6 TO JOINT POWERS
AGREEMENT WITH THE INDEPENDENT CITIES LEASE FINANCE
AUTHORITY AND PROVIDING OTHER MATTERS PROPERLY
RELATED THERETO
WHEREAS, the City of Vernon, together with certain other
cities of the State of California (collectively, the "Members"), have
entered into a Joint Powers Agreement Creating the Independent Cities
Lease Finance Authority (the "Joint Powers Agreement"), establishing
the Independent Cities Lease Finance Authority (the "Authority") and
prescribing its purposes and powers; and
WHEREAS, the Board of Directors of the Authority has approved
Amendment No. 6 to the Joint Powers Agreement, amending the Joint
Powers Agreement to authorize the Authority to provide financing or
refinancing of projects and programs which benefit Members and
Associate Members; and
WHEREAS, the City Council of the City of Vernon has
determined that it is appropriate and in the best interests of the
City to approve the proposed amendment to the Joint Powers Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
27 approves Amendment No. 6 to the Joint Powers Agreement in
28 substantially the form attached hereto as Exhibit A and incorporated
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by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute the Amendment for, and on behalf of,
the City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4: The Mayor, Mayor Pro Tem, Acting City Clerk and
any other officers of the City, are hereby authorized and directed to
take all actions and do all things necessary or desirable hereunder
with respect to the Amendment No. 6 to the Joint Powers Agreement,
including but not limited to, the execution and delivery of any an all
agreements, certificates, instruments and other documents which they,
or any of them, may deem necessary or desirable and not inconsistent
with the purposes of this Resolution.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send a certified
copy of this resolution together with an executed Amendment to:
Debbie Smith
Program Administrator
Independent Cities Lease Finance Authority
P.O. Box 1750
Palmdale, CA 93590-1750
SECTION 6: The notice of approval requirement of Article 23
of the Joint Powers Agreement shall be deemed satisfied when the
certified copy of this resolution is transmitted to the Independent
Cities Lease Finance Authority.
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SECTION 7: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 5th day of September, 2006.
ATTEST:
BRUCE V. MALKENHORST, JR.
Acting City Clerk
LEONIS C. MA BURG, ayor
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1 STATE OF CALIFORNIA )
ss
2 COUNTY OF LOS ANGELES )
3
4 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of
5 Vernon, do hereby certify that the foregoing Resolution, being
6 Resolution No. 9127, was duly adopted by the City Council of the City
7 of Vernon at an adjourned regular meeting of the City Council duly held
8 on Tuesday, September 5, 2006, and thereafter was duly signed by the
9 Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, JR.
12 Acting City Clerk
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(SEAL)
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EXHIBIT A
EXHIBIT A
AMENDMENT NO.6
TO THE
JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES LEASE AUTHORITY
A- l
AMENDMENT NO.6
TO THE
JOINT POWERS AGREEMENT
CREATING THE INDEPENDENT CITIES LEASE AUTHORITY
THIS AMENDMENT NO. 6 TO THE JOINT POWERS AGREEMENT CREATING THE
INDEPENDENT CITIES LEASE FINANCE AUTHORITY (this "Amendment No. 6") by and
among the CITY OF BALDWIN PARK, the CITY OF COMPTON, the CITY OF HAWTHORNE,
the CITY OF HERMOSA BEACH, the CITY OF HUNTINGTON PARK, the CITY OF
L,YNWOOD, the CITY OF SAN FERNANDO, the CITY OF SOUTH GATE and the CITY OF
VERNON, each a municipal corporation duly organized and existing under the laws of the State of
California (collectively, the "Members");
WITNESSETH:
WHEREAS, the Members have entered into a Joint Powers Agreement Creating the
Independent Cities Lease Finance Authority (the "Joint Powers Agreement"), establishing the
Independent Cities Lease Finance Authority (the "Authority") and prescribing its purposes and
powers; and
WHEREAS, the Board of Directors of the Authority has approved Amendment No. 6 to the
Joint Powers Agreement, amending the Joint Powers Agreement to authorize the Authority to
provide financing or refinancing of projects and programs which benefit Members and Associate
Members;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Members do hereby agree as follows:
Section 1. Amendment No. 6. Article 6 of the Joint Powers Agreement, entitled "Powers of
the Authority," is hereby amended by adding a new subsection (d) thereto to read as follows:
(d) In addition to the other powers provided herein, the Authority
shall have any and all powers authorized by law to each of the parties hereto and
separately to the public entity herein created relating to (i) economic
development, including, without limitation, the promotion of opportunities for
the creation and retention of employment, the stimulation of economic activity,
and the increase of the tax base, within the jurisdictions of such parties; (ri) the
issuance of bonds, notes or other evidences of indebtedness for the financing or
refinancing of K-12 educational facilities to be utilized by a non-profit
organization; and (iii) the issuance of assessment district bonds and bonds
issued pursuant to the Mello -Roos Community Facilities Act of 1982;
Section 2. Joint Powers Agreement Effectiveness. Except as amended hereby, the Joint
Powers Agreement and all provisions therein shall remain in full force and effect.
[J
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to the
Joint Powers Agreement Creating the Independent Cities Lease Finance Authority to be executed
and attested by their proper officers thereunto duly authorized, on the day and year set forth below.
DATE: Sept. 5 , 2006 CITY OF VERNON
ATTEST:
Acting City Clerk
Bruce V. Malkenhorst, Jr.
APPROVED AS TO FORM:
Eric T. Fresch, City Attorney
Rv-
Leonis C. Malburg
Title: Mayor
A-3
CITY CLERK'S AND LEGAL NEVER RECEIVED THE
AGREEMENT
cc `J
JOINT POWERS AGREEMENT F5S giTl
CREATING THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY
This Joint Powers Agreement (the "Agreement") is entered into by and among
the public.agencies (hereinafter referred to as "Members" and set forth in Appendix A
attached hereto and incorporated herein by this reference), organized and existing under
the Constitution and laws of the respective states in which such agencies are domiciled.
RECITALS
WHEREAS, Articles 1 and 2, Chapter 5, Division 7, Title 1 of the California
Government Code (Section 6500 et seq.) permits two or more public agencies by
agreement to exercise jointly powers common to the contracting parties; and
WHEREAS, the public agencies executing this Agreement desire to join together
for the purpose of assisting public agencies to finance the acquisition, construction,
installation and/or equipping of public capital improvements and to encourage and promote
other joint and cooperative endeavors among such public agencies for their mutual benefit;
NOW, THEREFORE, the parties agree as follows:
ARTICLE 1
DEFINITIONS
"Associate Member" shall mean any Local Agency that shall have duly executed
and delivered to the Authority an Associate Membership Agreement in the form and as
further provided in the Bylaws of the Authority.
"Authority" shall, mean the Independent Cities Lease Finance Authority created
by this Agreement.
"Board of Directors" or "Board" shall mean the governing body of the Authority.
"Executive Committee" shall mean the Executive Committee of the Board of
Directors of the Authority.
"Fiscal Year" shall mean that period of twelve months which is established by the
Board of Directors or the Bylaws as the fiscal year of the Authority.
"Government Code" shall mean the California Government Code, as amended.
"Home Mortgage Financing Program" shall mean a program for financing home
mortgages undertaken by the Authority pursuant to the provisions of Part 5 of Division 31
(commencing with Section 52000) of the California Health and Safety Code with respect to
those Members or Associate Members that are either a city or a county of the State of
California.
"Joint Powers Law" shall mean Articles 1 and 2, Chapter 5, Division 7, Title 1
(commencing with Section 6500) of the Government Code.
"Legislative Body" shall mean the legislative board of each Public Agency and
Local Agency that are either Members or Associate Members, respectively, of the
Authority.
"Local Agency" shall have the meaning set forth in Section 6585(f) of the
Government Code, as may hereafter be amended from time to time.
"Member" shall mean any Public Agency which has executed this Agreement
and has become a member of the Authority.
"Public Agency" shall mean public agency as defined in Government Code
Section 6500, as may hereafter be amended from time to time.
Unless the context clearly requires otherwise, as used in this Agreement, words
of the masculine, feminine or neuter gender shall be construed to include each other
gender when appropriate and words of the singular number shall be construed to
include the plural number, and vice versa, when appropriate. This Agreement and all
the terms and provisions hereof shall be construed to effectuate the purposes set forth
herein and to sustain the validity hereof.
ARTICLE 2
PURPOSES
This Agreement is entered into by the Members in order that they may jointly
develop programs to assist in the raising of capital to finance the capital improvement
needs of Local Agencies, provide for home mortgage financing with respect to those
Members or Associate Members that are either a city or a county of the State of California,
provide financing in connection with the improvement, construction, acquisition, creation,
rehabilitation and preservation of affordable housing within the boundaries of the Members
and Associate Members, and provide financing in accordance with the provisions of
applicable law in connection with other projects and programs that are in the public interest
and which benefit Members and Associate Members including, without limitation, making
loans to tax-exempt organizations from the proceeds of mortgage revenue bonds to
finance the acquisition of multi -family rental housing, including mobilehome parks, under
the provisions of Chapter 8 of Part 5 of Division 31 (commencing with Section 52100) of
the Health and Safety Code (the "Nonprofit Financing Law"). This Agreement is also
entered into by the Members in order to provide a forum for discussion and study of
problems common to the Members and to assist in the development and implementation of
solutions to such problems.
ARTICLE 3
PARTIES TO AGREEMENT
Each Member, as a party to this Agreement, certifies that it intends to and does
contract with all other Members as parties to this Agreement and, with such other Public
Agencies as may later be added as parties to this Agreement. Each Member also certifies
that the withdrawal of any party from this Agreement pursuant to Article 17 shall not affect
this Agreement or the Members' obligations hereunder.
ARTICLE 4
TERM
This Agreement shall become effective when executed and returned to the
Authority by at least four Members. The Authority shall promptly notify all Members in
writing of such effective date. This Agreement shall continue in effect until terminated as
provided herein; provided that the termination of this Agreement with respect to an
individual Member upon its withdrawal from membership in the Authority shall not operate
to terminate this Agreement with respect to the remaining Members.
ARTICLE 5
CREATION OF THE AUTHORITY
Pursuant to the Joint Powers Law, there is hereby created a public entity
separate and apart from the parties hereto, to be known as the "Independent Cities Lease
Finance Authority," with such powers as are hereinafter set forth.
ARTICLE 6
POWERS OF THE AUTHORITY
(a) Powers. The Authority shall have all of the powers common to its Members
and all additional powers set forth in the Joint Powers Law and other statutes applicable to
the joint powers authority created hereby, and is hereby authorized to do all acts
necessary for the exercise of said powers. Such powers include, but are not limited to, the
following:
property.
(1) To make and enter into contracts.
(2) To incur debts, liabilities, and obligations and to encumber real or personal
(3) To acquire, hold, or dispose of real or personal property, contributions and
donations of real or personal property, funds, services, and other forms of assistance from
persons, firms, corporations, and government entities.
(4) To sue and be sued in its own name, and to settle any claim against it.
(5) To receive and use contributions and advances from Members as provided
in Government Code Section 6504, including contributions or advances of personnel,
equipment or property.
(6) To invest any money in its treasury that is not required for its immediate
necessities, pursuant to Government Code Section 6509.5
(7) To acquire, construct, manage, maintain or operate title to real or personal
property or rights or any interest therein.
(8) To employ agents and employees.
(9) To receive, collect and disburse moneys.
(10) To finance the acquisition, construction or installation of real or personal
property for the benefit of one or more Local Agencies through the sale of its revenue
bonds, certificates of participation or other obligations and to enter into any agreement or
instrument in connection with the execution, issuance, sale or delivery of such bonds,
certificates of participation or other obligations.
(11) To lease, sell, convey or otherwise transfer title or rights to or an interest in
real or personal property, including, but not limited to, property financed by the Authority
for the benefit of its Members or other Local Agencies, and to enter into any agreement or
instrument in connection with any such lease, sale, conveyance or transfer.
(12) To exercise all powers of entities, such as the Authority, created under the
Joint Powers Law including, but not limited to, those powers enumerated under the Marks -
Roos Local Bond Pooling Act of 1985, as amended.
(13) To exercise other reasonable and necessary powers in furtherance or
support of any purpose of the Authority or power granted by the Joint Powers Law, this
Agreement or the Bylaws of the Authority.
(b) . Restrictions on Powers. Pursuant to and to the extent required by
Government Code Section 6509, the Authority shall_ be restricted in the exercise of its
powers in the same manner as the City of Hawthorne is restricted in its exercise of similar
powers; provided that, if the City of Hawthorne shall cease to be a Member, then the
Authority shall be restricted in the exercise of its power in the same manner as the City of
Baldwin Park. If the City of Baldwin Park shall cease to be a Member, then the Authority
shall be restricted in the exercise of its powers in the same manner as the City of South
Gate.
(c) In addition to the other powers provided herein, this Agreement is entered
into for the express purpose of the joint exercise of powers under Part 5 of Division 31
(commencing with Section 52000) of the California Health and Safety Code.
(d) In addition to the other powers provided herein. the Authority shall have any
and all powers authorized by law to each of the parties hereto and separately to the public
entity herein created relating to (i) economic development including, without limitation, the
promotion of opportunities for the creation and retention of employment,_ the stimulation of
economic activity, and the increase of the tax base within the jurisdictions of such parties.
(ii) the issuance of bonds notes or other evidences of indebtedness for the financing or
refinancing of K 12 educational facilities to be utilized by a non-profit organization; and (iii)
the issuance of assessment district bonds and bonds issued pursuant to the Mello -Roos
Community Facilities Act of 1982.
ARTICLE 7
BOARD OF DIRECTORS
(a) Composition of Board. The Authority shall be governed by the Board of
Directors, which shall be composed of one director representing each Member. The
Legislative Body of each Member shall appoint a member of such Legislative Body Council
as a director to represent such Member on the Board of Directors. Such director shall
serve at the pleasure of such Legislative Body. The Legislative Body of each Member
shall also appoint one or two alternate directors who shall have the authority to attend,
participate in and vote at any meeting of the Board when the director is absent. Each
alternate director shall be an official or staff person of the Member which such alternate
director represents. Any vacancy in a director or alternate director position shall be filled
by the appointing Member's Legislative Body, subject to the provisions of this Article.
Immediately upon admission of a new Member pursuant to Article 16, such Member shall
be entitled and required to appoint a director and one or two alternate directors.
(b) Termination of Status as Director. A director and/or alternate director shall
be removed from the Board of Directors upon the occurrence of any one of the following
events: (1) the Authority receives written notice from the appointing Member of the
removal of the director or alternate director, together with a certified copy of the resolution
of the Legislative Body of the Member effecting such removal; (2) the withdrawal of the
Member from this Agreement; (3) the death or resignation of the director or alternate
director; (4) the Authority receives written notice from the Member that the director or
alternate director is no longer qualified as provided in the first paragraph of this Article.
(c) Compensation. Directors and their alternates are entitled to compensation
as specified in the Bylaws. The Board of Directors may authorize reimbursement of
expenses incurred by directors or their alternates.
(d) Powers of Board. The Board of Directors shall have the following powers
and functions.
(1) Except as otherwise provided in this Agreement, the Board shall exercise
all powers and conduct all business of the Authority, either directly or by delegation to
other bodies or persons.
(2) The Board may form an Executive Committee, as provided in Article 10. 1f
an Executive Committee is established by the Board, the Executive Committee may
exercise all powers or duties of the Board relating to the execution, issuance, sale or
delivery of bonds, certificates of participation or other obligations of the Authority and the
entering into by the Authority of all agreements, leases, indentures, conveyances, security
documents and other instruments relating thereto or relating to the financing of capital
improvements for the Members or other Local Agencies. If an Executive Committee is
established by the Board, the Board may delegate to the Executive Committee and the
Executive Committee may discharge any additional powers or duties of the Board except
adoption of the Authority's annual budget. Any additional powers and duties so delegated
shall be specified in a resolution adopted by the Board.
(3) The Board may form, as provided in Article 11, such other committees as it
deems appropriate to conduct the business of the Authority or it may delegate such power
to the Executive Committee in the Bylaws or by resolution of the Board. The membership
of any such other committee may consist in whole or in part of persons who are not
members of the Board; provided that the Board and the Executive Committee may
delegate decision -making powers and duties only to a committee a majority of the
members of which are Board members. Any committee a majority of the members of which
are not Board members may function only in an advisory capacity.
L
(4) The Board shall elect the officers of the Authority and shall appoint or
employ necessary staff in accordance with Articles 9 and 12.
(5) The Board shall cause to be prepared, and shall review, modify as
necessary, and adopt the annual operating budget of the Authority. Adoption of the budget
may not be delegated.
(6) The Board shall receive, review and act upon periodic reports and audits of
the funds of the Authority, as required under Articles 13 and 14 of this Agreement.
(7) The Board shall have such other powers and duties as are reasonably
necessary to carry out the purposes of the Authority.
ARTICLE 8
MEETINGS OF THE BOARD OF DIRECTORS
(a) Regular Meetings. The Board of Directors shall hold at least one regular
meeting each year. The Board of Directors shall fix by resolution or in the Bylaws the date
upon which, and the hour and place at which, each regular meeting is to be held. The
Board or President may call special meetings.
(b) Ralph M. Brown Act. Each meeting of the Board of Directors, including
without limitation regular, adjourned regular, and special meetings shall be called, noticed,
held, and conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of
the Government Code.
(c) Minutes. The Authority shall have minutes of regular, adjourned regular,
and special meetings kept by the Secretary. As soon as practicable after each meeting,
the Secretary shall forward to each Board member a copy of the minutes of such meeting.
(d) Quorum. A majority of the members of the Board is a quorum for the
transaction of business. However, less than a quorum may adjourn from time to time. A
vote of the majority of a quorum at a meeting is sufficient to take action.
(e) Voting. Each member of the Board shall have one vote.
ARTICLE 9
OFFICERS
The Board shall elect a President and Vice President from among the directors
at its first meeting. Thereafter, except as may be otherwise provided in the Bylaws of the
Authority, the Board shall elect a new President and Vice President, in each succeeding
alternating fiscal year. Each officer shall assume the duties of his office upon election. If
either the President or Vice President ceases to be a member of the Board, the resulting.
vacancy shall be filled at the next meeting of the Board held after the vacancy occurs or at
a special meeting of the Board called to fill such vacancy. In the absence or inability of the
President to act, the Vice President shall act as President. The President shall preside at
and conduct all meetings of the Board. The Board may appoint such other officers as it
considers necessary.
ARTICLE 10
EXECUTIVE COMMITTEE
The Board may establish an Executive Committee of the Board which shall
consist solely of members selected from the membership of the Board. If an Executive
Committee is established by the Board, the terms of office of the members of the Executive
Committee shall be as provided in the Bylaws of the Authority. If an Executive Committee
is established by the Board the Executive Committee shall conduct the business of the
Authority between meetings of the Board, exercising all those powers as provided for in
Section (d)(2) of Article 7, or as otherwise delegated to it by the Board.
ARTICLE 11.
COMMITTEES
The Board may establish committees, as it deems appropriate to conduct the
business of the Authority or it may, in the Bylaws or by resolution, delegate such power to
the Executive Committee. Members of Committees shall be appointed by the Board or the
Executive Committee, as the case may be. Each Committee shall have those duties as
determined by the Board or the Executive Committee, as the case may be, or as otherwise
set forth in the Bylaws. Each Committee shall meet on the call of its chairperson, and shall
report to the Executive Committee and the Board as directed by the Board or the Executive
Committee, as the case may be.
ARTICLE 12
STAFF
(a) Principal Staff. The following staff members shall be appointed by and
serve at the pleasure of the Board of Directors:
(1) Program Administrator. The Program Administrator shall administer
the affairs of the Authority, subject to the general supervision and policy
direction of the Board and the Executive Committee; shall coordinate the
activities of all consultants and staff of the Authority; shall be responsible for
required filings by the Authority with the State of California; shall prepare all
meeting notices, minutes and required correspondence of the Authority and
shall maintain the records of the Authority; shall assist Local Agencies in the
preparing and filing of applications for participation in the financing programs of
the Authority and shall expedite the processing of such applications; and shall
perform such other duties as are assigned by the Board and Executive
Committee.
(2) Treasurer. The duties of the Treasurer are set forth in Articles 13 and
14 of this Agreement. The Treasurer shall be appointed by the Board of
Directors and shall be eligible to serve as Treasurer as provided in the Joint
Powers Law.
(3) Auditor. The Auditor shall be a Certified Public Accountant licensed to
practice in the State of California. The Auditor will conduct annual audits of the
Authority.
(b) Other Staff. The Board, Executive Committee or Program Administrator
shall provide for the appointment of such other staff as may be necessary for the
administration of the Authority.
(c) Compensation. The Program Administrator, the Treasurer, the Auditor and
any other members of the staff or employees of the Authority shall be compensated in such
manner as shall be approved by the Board as permitted by applicable law.
ARTICLE 13
ACCOUNTS AND RECORDS
(a) Annual Budget. The Authority shall adopt an operating budget pursuant to
Article 7 of this Agreement. The Treasurer, in cooperation with the Program Administrator,
shall prepare the annual or multi -year operating budget for review and approval by the
Board of Directors as provided in Article 7 of this Agreement.
(b) funds and Accounts. The Treasurer of the Authority or the Program
Administrator shall establish and maintain such funds and accounts as may be required by
good accounting practices and by the Board. Books and records of the Authority in the
hands of the Treasurer or Program Administrator shall be open to inspection at all
reasonable times by authorized representatives of the Members.
The Authority shall adhere to the standard of strict accountability for funds set
forth in the Joint Powers Law.
(c) Auditor's Report. The Auditor, within one hundred and twenty (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 Board and to each Member.
(d) Annual Audit. If then required by the Joint Powers Law, the Authority shall
either make or contract with a certified public accountant to make an annual Fiscal Year
audit of all accounts and records of the Authority, conforming in all respects with the
requirements of the Joint Powers Law. A report of the audit shall be filed, if then required
by law, as a public record with each of the Members and with the county auditor of the
county or counties in which each of the Members is located. Costs of the audit shall be
considered a general expense of the Authority.
ARTICLE 14
RESPONSIBILITIES FOR FUNDS AND PROPERTY
(a) Custody of Authority Funds. The Treasurer shall have the custody of and
disburse the Authority's funds. Proceeds of bonds, certificates -of participation or other
similar obligations of the Authority may be deposited with an indenture trustee, agent or
other depositary and shall not be considered the Authority's funds for purposes of this
Article. The Treasurer may delegate disbursing authority to such persons as may be
authorized by the Board or the Executive Committee to perform that function, subject to the
requirements of (b) below.
(b) Duties of Treasurer. The Treasurer shall perform all functions then
required to be performed by the Treasurer under the Joint Powers Law. The Treasurer
shall review the financial statements and the annual audit of the Authority.
(c) Authority Property. Pursuant to Government Code Section 6505.1, the
Program Administrator, the Treasurer, and such other persons as the Board may designate
shall have charge of, handle, and have access to the property of the Authority. The
Authority shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in
form specified by the Board of Directors, covering all officers and staff of the Authority who
are authorized to hold or disburse funds of the Authority and all officers and staff who are
authorized to have charge of, handle'and have access to property of the Authority.
ARTICLE 15
MEMBER RESPONSIBILITIES
Each Member shall have the following responsibilities:
(a) To appoint its director and alternate director to or remove its director and
alternate director from the Board as set forth in Article 7.
(b) To consider proposed amendments to this Agreement asset forth in Article
23.
(c) To make contributions in the form of annual membership assessments and
fees, if any, determined by the Board for the purpose of defraying the costs of providing
the annual benefits accruing directly to each party from this Agreement.
(d) If a Member shall give written notice to the Authority of its election to
relinquish its status as a Member and instead become an Associate Member or if a
Member shall fail to be represented at three (3) or more successive meetings of the Board
of Directors, then such Member shall be deemed to be an Associate Member upon action
of the Board of Directors duly adopted to such effect. Promptly following any such action
by the Board of Directors, such Member shall promptly deliver to the Authority an executed
Associate Membership Agreement in the form and as further provided in the Bylaws. Such
Associate Member status shall not relieve such Member from its obligations under any
outstanding agreements relating to the Authority's bonds, certificates of participation or
other obligations except in accordance with such agreements.
ARTICLE 16
NEW MEMBERS
With the approval of the Board any qualified Public Agency may become a party
to this Agreement. A Public Agency requesting membership shall apply by presenting to
the Authority a resolution of the Legislative Body of such Public Agency evidencing its
approval of this Agreement. The date that the applying city will become a Member will be
determined by the Board.
ARTICLE 17
WITHDRAWAL
A Member or an Associate Member may withdraw from membership in the
Authority upon thirty (30) days advance written notice to the Authority. No such
withdrawal, however, shall relieve such Member or such Associate Member from its
obligations under any outstanding agreements relating to the Authority's bonds, certificates
of participation or other obligations except in accordance with such agreements.
ARTICLE 18
OBLIGATIONS OF AUTHORITY
The debts, liabilities and obligations of the Authority shall not be the debts,
liabilities and obligations of the Members. Any Member may separately contract for, or
assume responsibility for, specific debts, liabilities or obligations of the Authority.
ARTICLE 19
TERMINATION AND DISTRIBUTION OF ASSETS
This Agreement may be terminated at any time that no bonds, certificates of
participation or other similar obligations of the Authority are outstanding with the approval
of two-thirds of the Members. Upon termination of this Agreement, all assets of the
Authority shall, after payment of all unpaid costs, expenses and charges incurred under
this Agreement, be distributed among the parties hereto in accordance with the respective
contributions of each of said parties.
ARTICLE 20
LIABILITY OF BOARD OF DIRECTORS, OFFICERS AND COMMITTEE MEMBERS
The members of the Board of Directors, officers and committee members of the
Authority shall use ordinary care and reasonable diligence in the exercise of their powers
and in the performance of their duties pursuant to this Agreement. They shall not be liable
for any mistake of judgment or any other action made, taken or omitted by them in good
faith, nor for any action taken or omitted by any agent, employee or independent contractor
selected with reasonable care, nor for loss incurred through investment of Authority funds,
or failure to invest.
No director, officer or committee member shall be responsible for any action
taken or omitted by any other director, officer or committee member. No director, officer or
committee member shall be required to give a bond or other security to guarantee the
faithful performance of his or her duties pursuant to this Agreement.
The funds of the Authority shall be used to defend, indemnify and hold harmless
the Authority for any director, officer or committee member for their actions taken within the
scope of the authority of the Authority. Nothing herein shall limit the right of the Authority
to purchase insurance to provide such coverage as hereinafter set forth.
ARTICLE 21
BYLAWS
The Board may adopt Bylaws consistent with this Agreement which shall provide
for the administration and management of the Authority. The provisions of the Bylaws, as
modified from time to time, shall establish the operating procedures and standards for the
Authority.
ARTICLE 22
NOTICES
The Authority shall address notices, billings and other communications to a
Member as directed by such Member. Each Member shall provide the Authority with the
address to which communications are to be sent. Members shall address notices and
other communications to the Authority, at the office address of the Authority as set forth in
the Bylaws.
ARTICLE 23
AMENDMENT
This Agreement may be amended at any time by vote of the Members, acting
through their Legislative Bodies. Any amendment of this Agreement shall become
effective upon receipt by the Authority of notice of the approval of such amendment by a
majority of the Legislative Bodies of the Members.
ARTICLE 24
SEVERABILITY
Should any portion, term, condition, or provision of this Agreement be decided
by a court of competent jurisdiction to be illegal or in conflict with any law of the State of
California, or be otherwise rendered unenforceable or ineffectual, the validity of the
remaining portions, terms, conditions, and provisions shall not be affected thereby.
ARTICLE 25
PROHIBITION AGAINST ASSIGNMENT
No Member may assign any right, claim or interest it may have under this
Agreement, and no creditor, assignee or third party beneficiary of any Member shall have
any right, claim or title to any part, share, interest, fund or asset of the Authority.
ARTICLE 26
AGREEMENT COMPLETE
This Agreement constitutes the full and complete agreement of the parties.
ARTICLE 27
ASSOCIATE MEMBERS
Any Public Agency may, with the approval of the Board of Directors, become
an Associate Member of the Authority by executing and delivering to the Authority an
Associate Membership Agreement in form and as further provided in the Bylaws. An
Associate Member shall not be entitled to representation on the Board of Directors or to
vote on any matter coming before the Board of Directors or the Authority. However, an
Associate Member shall be entitled to participate in all programs and other undertakings of
the Authority, including, without limitation, any Home Mortgage Financing Program, any
financing under the Nonprofit Financing Law, any undertaking to finance the acquisition,
construction, installation and/or equipping of public capital improvements, and any other
financing program.
ARTICLE 28
FILING WITH SECRETARY OF STATE
The Program Administrator of the Authority shall file a notice of this Agreement
with the office of the California Secretary of State within thirty (30) days of its effective
date, as required by Government Code Section 6503.5 and within seventy (70) days of its
effective date as required by Government Code Section 53051.
IN WITNESS WHEREOF, the undersigned party hereto has executed this
Agreement on the date indicated below.
DATE: CITY OF
Its
Seal:
ATTEST:
Amendment No. 1 - Authorized for distribution to member cities for approval on May 21,
1998
Amendment No. 2 -
Authorized for distribution to member cities for approval on May 21,
1998
Amendment No. 3 -
Authorized for distribution to member cities for approval on October
9, 2002
Amendment No. 4 -
Authorized for distribution to member cities for approval on June 9,
2004
Amendment No. 5 -
Authorized for distribution to member cities for approval on August
31, 2005
Amendment No. 6 -
Authorized for distribution to member cities for approval on June 21,
2006
Amendment No. 1 - Effective upon two-thirds of Legislative Bodies of member cities
taking official action (August 20, 1998)
Amendment No. 2 -
Effective upon two-thirds of Legislative Bodies of member cities
taking official action (August 20, 1998)
Amendment No. 3 -
Effective upon two-thirds of Legislative Bodies of member cities
taking official action (February 27, 2003)
Amendment No. 4 -
Effective upon two-thirds of Legislative Bodies of member cities
taking official action (October 27, 2004)
Amendment No. 5 -
Effective upon two-thirds of Legislative Bodies of member cities
taking official action (May 3, 2006)
Amendment No. 6 -
Effective upon two-thirds of Legislative Bodies of member cities
taking official action ( }
APPENDIX A
MEMBERS
Baldwin Park
Lynwood
Compton
San Fernando
Hawthorne
South Gate
Hermosa Beach
Vernon
Huntington Park
ASSOCIATE MEMBERS
Alhambra
Lancaster
Azusa .
Lawndale
Barstow
Long Beach
Bell
Los Angeles
Bellflower
Monrovia
Brea
Montebello
Carson
Monterey Park
Chino
Morgan Hill
Claremont
Norwalk
Colton
Palmdale
Commerce
Paramount
Covina
Pico Rivera
Downey
Pomona
Duarte
Rancho Cucamonga
El Monte
Rialto
Fontana
Riverside
Fresno
Rohnert Park
Gardena
San Bernardino
Garden Grove
San Diego County
Glendale
San Juan Capistrano
Glendora
San Mateo County
Hawaiian Gardens
Santa Clarita
Indio
Signal Hill
Inglewood
Vista
La Habra
West Covina
La Puente
Whittier
Lakewood
Yucaipa