Loading...
Resolution No. 2011-091RESOLUTION NO. 2011-91 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AMENDING SECTION 18 OF THE JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE VERNON NATURAL GAS FINANCING AUTHORITY WHEREAS, on April 10, 2006, the City Council of the City of Vernon adopted Resolution No. 9013 approving a Joint Exercise of Powers Agreement (the "Agreement") relating to the Vernon Natural Gas Financing Authority (the "VNGFA") with the Redevelopment Agency of the City of Vernon in order to establish an agency to undertake projects and programs that promote economic development within the City, including implementing projects and programs to assist the City in procuring natural gas for distribution by the Gas System to be used as fuel for electric generating units which are part of the Electric System and for otherwise meeting the requirements of the Gas System, on terms and conditions approved by the City; and WHEREAS, the City of Vernon (the "City") is a "public agency" as that term is defined in Section 6500 of the Joint Powers Act; and WHEREAS, the City Council of the City of Vernon desires to amend Section 18 of the Agreement to authorize the VNGFA to amend the Agreement without the express consent of the City Council of the City of Vernon. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City hereby amends Section 18 of the Joint Exercise of Powers Agreement to read as follows: SECTION 18: AMENDMENTS Any further amendments to this Agreement may be adopted by the Authority without the express consent of the City or the Redevelopment Agency. SECTION 3: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 7th day of June, 2011. ATTEST : / t V/_WWA0W,,& 5,91 ' 111& Hilario Gonzales Name: Title: Mayor / 2 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2011-91, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Tuesday, June 7, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 11 day of June, 2011, at Vernon, California. (SEAL) 3 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: June 8, 2011 TO: Rory Burnett, City Treasurer/VNGFA Treasurer Kristen Enomoto, Council Department Manager Mike Montgomery, Assistant to the City Administrator/VNGFA Legal Counsel Mark Whitworth, City Administrator/Fire Chief FROM: Willard Yamaguchi, City Clerk/Interim City Attorney/VNGFA Secretar y�l RE: Resolution No. 2011-91 — A Resolution of the City Council of the City of Vernon Amending Section 18 of the Joint Exercise of Powers Agreement Relating to the Vernon Natural Gas Financing Authority Transmitted herewith is a copy of Resolution No. 2011-91 referenced above, which was approved by City Council on June 7, 2011. Thank you. WY:dj Attachment c: Resolution Nos. VNGFA-0027, RA-402, 2011-91 Agreement Nos. 11-067 & 11-006R EEIVED V JUN 0 2 2011 CIIYCLERWS OFrICE JOIN DATE: June 1, 2011 TO: Honorable Mayor and City Council Members of the Board of the Redevelopment Agency Members of the Board of the Natural Gas Financing Authority FROM: Mark C. Whitworth, City Administrator Michael B. Montgomery, Executive Director of the Redevelopment Agency/y � RE: Amendments to the Joint Exercise of Powers Agreement, dated April 1, 2006, Relating to the Vernon Natural Gas Financing Authority Background: The Vernon Natural Gas Financing Authority (Authority) was enacted on April 1, 2006 under a Joint Exercise of Powers Agreement (JPA) between the City of Vernon (City) and the Redevelopment Agency of the City of Vernon (RDA). The members of the City Council have been appointed as Directors of the Authority for specified terms, one of which has expired. In order to avoid possible future lapses in Directors' terms, it is recommended that the JPA be amended to provide that current Directors continue to hold office until a successor is appointed. Further, Section 18 of the JPA stipulates that amendments can only be made "by a written instrument duly executed by each of the Parties. It is recommended that the City and the RDA amend Section 18 of the JPA to grant the Authority express authority to adopt any further amendments. A joint special meeting of the City, RDA, and Authority will be held Tuesday, June 7, 2011, at 800 a.m., or as soon thereafter as the City Council adjourns its Light & Power meeting to address these issues and consider the appropriate related actions recommended below. Recommended Actions of the City Council and RDA: Adopt respective resolutions approving an amendment to Section 18 of the JPA in its entirety to read as follows: "Any further amendments to this Agreement may be adopted by the Authority without the express consent of the City or the Redevelopment Agency. Joint Agency Staff Report June 1, 2011 Page 2 Recommended Actions of the Authority: 1. Appoint Daniel D. Newmire as a Director for the term of April 1, 2011 to April 1, 2016. 2. Adopt a resolution approving the following amendments to the JPA: a. Add the following language to the end of Section 4(B)(4): "Should no successor appointment be made on the scheduled termination date of a Director's term, then that Director shall continue to hold office until a successor is appointed. " b. Amend Section 4(C)(1) to eliminate the requirement that the Secretary be elected from among the Board Members, and all references to the office of Secretary therefrom. c. Add a new Section 4(C)(2) appointing the City Clerk to serve as the Secretary and prescribing the duties of said office, and renumber the subsequent sections accordingly. d. Amend the newly renumbered Section 4(C)(3) to appoint the City Treasurer as both treasurer and auditor of the Authority. e. Amend the newly renumbered Section 4(C)(4) to include the following appointments, or adopt a separate resolution to make the following appointments: 1. The City's Director of Light & Power shall serve as the Executive Director of the Authority; and 2. The City's Special Counsel to the Light & Power Department shall serve as the Legal Counsel of the Authority. RESOLUTION NO. VNGFA-0027 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE VERNON NATURAL GAS FINANCING AUTHORITY AMENDING SECTION 4 OF THE JOINT EXERCISE OF POWERS AGREEMENT AND APPROVING AN AMENDED JOINT EXERCISE OF POWERS AGREEMENT WHEREAS, on April 1, 2006, pursuant to the California Joint Exercise of Powers Act, the City of'Vernon and the Redevelopment Agency of the City of Vernon entered into a Joint Exercise of Powers Agreement (the "Agreement") creating the Vernon Natural Gas Financing Authority (the "Authority"); and WHEREAS, the Board of Directors of the Authority desire to amend certain sections to section 4 of the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE VERNON NATURAL GAS FINANCING AUTHORITY AS FOLLOWS: SECTION 1: The Board of Directors of the Vernon Natural Gas Financing Authority does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The Board of Directors of the Vernon Natural Gas Financing Authority hereby amends certain subsections of section 4 of the Joint Exercise of Powers Agreement to read as follows: SECTION 4. Authority. Section 4 (B) (4) Directors appointed to succeed a Director whose term in office has expired shall serve for a five year term from the end of the predecessor Director's term. All appointments of a Director to fill a vacancy on the Board as the result of the resignation or removal of a Director shall end on the scheduled termination date of the predecessor Director's term in office. Should no successor appointment be made on the scheduled termination date of a Director's term, then that Director shall continue to hold office until a successor is appointed. Section 4 (C) (I) - The Board shall elect a Chairman and Vice Chairman from among its members to serve for such term as shall be determined by the Board. Each of the Chairman, the Vice Chairman and any other officer of the Authority authorized by Board resolution is authorized to execute any and all Bonds, contracts, agreements, instruments and other documents on behalf of, and in the name of, the Authority. The Chairman and Vice Chairman shall have such other powers, duties and responsibilities as shall be determined by the Board. New Section 4(C)(2) is hereby added to read as follows, and existing Section 4(C)(2) and subsequent sections are hereby renumbered accordingly: The City Clerk of the City of Vernon is hereby appointed to serve as the Secretary of the Authority. The Secretary shall perform the normal duties of the secretary of an organization such as the Authority, including maintaining custody of the records of the Board and the Authority. The Secretary shall have other such powers, duties and responsibilities as shall be determined by the Board. Renumbered Section 4(C)(3) The City Treasurer of the City of Vernon shall serve as the Treasurer and Auditor of the Authority. The Treasurer shall have the powers, duties and responsibilities specified in the Joint Powers Act for the treasurer and auditor of a separate entity -established thereunder and shall comply with all of the duties and responsibilities of the offices of treasurer and auditor of a separate entity formed under the"Joint Powers Act set forth in the Joint Powers Act. -2- Subject to the provisions of each Indenture providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all money of the Authority from whatever source derived. Subject to the applicable provisions of each Indenture and any contracts authorized by the Board for the lease, operation or custody of Authority property, the Treasurer is designated as the public officer or person who has charge of, handles, and has access to all property of the Authority. The Treasurer shall file an official bond with the Secretary of the Authority in the amount of $1,000 or such greater amount as shall be specified by the Board. If and to the extent permitted by law, the Treasurer may satisfy this requirement by filing an official bond in at least said amount obtained in connection with another public office so long as such official bond includes coverage of the Treasurer as such officer of the Authority. SECTION 3: The Board of Directors of the Vernon Natural Gas Financing Authority hereby approves the Amended Joint Exercise of Powers Agreement, a copy of which is attached hereto as Exhibit A. SECTION 4: All resolutions, or parts of resolutions, not consistent with, or in conflict with this Resolution are superceded by this Resolution. -3- SECTION 5: The Secretary of the Authority shall certify to the passage, approval and adoption of this Resolution, and the Secretary of the Authority shall cause this Resolution and the Secretary's certification to be entered in the File of Resolutions of the Board of the Authority. APPROVED AND ADOPTED this 7th day of June, 2011. Hilario Gonzales Name: Title: Chairman STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, Secretary of the Vernon Natural Gas Financing Authority, do hereby certify that the foregoing Resolution, being Resolution No. VNGFA-0027, was duly passed, approved and adopted by the Board of Directors of the Vernon Natural Gas Financing Authority at a special meeting of the Board of Directors duly held on Tuesday, June 7, 2011, and thereafter was duly signed by the Chair or Vice Chair of the Authority. Executed this r day of June, 2011, at Vernon, Cafifornia. (SEAL) lard G."(.�ah�guc)lV, Secretary ME EXHIBIT A JOINT EXERCISE OF POWERS AGREEMENT By and Between CITY OF VERNON and REDEVELOPMENT AGENCY OF THE CITY OF VERNON Dated as of April 1, 2006 and Amended on June 7, 2011 Relating to the VERNON NATURAL GAS FINANCING AUTHORITY AMENDED JOINT EXERCISE OF POWERS AGREEMENT THIS AMENDED JOINT EXERCISE OF POWERS AGREEMENT, dated as of June 7, 2011, by and between the City of Vernon, a municipal corporation and a chartered city duly organized and existing under the laws of the State of California and its Charter, and the Redevelopment Agency of the City of Vernon, a public body corporate and politic duly organized and existing under the laws of the State of California: WITNES SETH WHEREAS, pursuant to the Joint Powers Act (capitalized terms used herein and not otherwise defined shall have the meanings given such terms in Section 1 hereof) two or more public agencies may enter into an agreement to establish an agency to exercise any power common to the contracting parties; and WHEREAS, each of the Parties is a "public agency" as that term is defined in Section 6500 of the Joint Powers Act; and WHEREAS, each of the Parties is empowered to promote economic development within the City, including the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, and an increase of the tax base; and WHEREAS, the City owns and operates the Gas System for supplying the Electric System with natural gas and expects to expand the operations of the Gas .System to provide natural gas to businesses and industries within the City; and WHEREAS, the City owns and operates the Electric System for supplying the inhabitants, businesses and industries within the City with electricity; and WHEREAS, certain electric generating units which are part of the Electric System use natural gas as fuel; and WHEREAS, the Gas System provides natural gas, and the Electric System provides electricity, at rates which promote economic development within the City; and WHEREAS, it is necessary and in the public interest to provide natural gas to the Gas System and the Electric System on terms which allow such utilities to continue to charge rates which promote economic development within the City; and WHEREAS, it is the desire of the Parties to establish the Vernon Natural Gas Financing Authority as a separate entity under the Joint Powers Act and this Agreement to undertake projects and programs that promote economic development within the City, including implementing projects and programs to assist the City in procuring natural gas for distribution by the Gas System to be used as fuel for electric generating units which are part of the Electric System and for otherwise meeting the requirements of the Gas System, on terms and conditions approved by the City; and WHEREAS, such projects and programs may include, among other things, the Authority's issuance of Bonds pursuant to any applicable Bond Law, providing Credit Enhancement and Liquidity Support for Bonds, the entry into Public Finance Contracts, the entry into Gas Agreements, and the entry into Risk Management Contracts; NOW, THEREFORE, the Parties, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: SECTION 1. DEFINITIONS. Unless the context otherwise requires, the following terms shall have the meanings set forth below for all purposes of this Agreement: "Agreement" means this Joint Exercise of Powers Agreement, as the same may be amended and supplemented form time to time. "Authority" means the Vernon Natural Gas Financing Authority created and established pursuant to this Agreement. "Board" means the Board of Directors established as the governing body of the Authority pursuant to Section 4(B). "Bond Act" means Article 2 and Article 4 of the Joint Powers Act, and any other State legislation whether currently in force or hereafter enacted, which authorizes the Authority to issue Bonds. "Bonds" means bonds, notes, or other evidences of indebtedness issued by the Authority, or certificates of participation in leases or other agreements executed and delivered at the direction of the Authority, regardless of their structure, name or the statutory authority for their issuance. "Brown Act" means the Ralph M. Brown Act, constituting Sections 54950 through 54963 of the California Government Code. "City means the City of Vernon, California. "Chairman" means the Chairman -of the Authority appointed pursuant to Section 4 "Credit Enhancement" means a municipal bond insurance policy, a financial guarantee insurance policy, a letter of credit, a line of credit or other surety or guarantee instrument guaranteeing the payment when due of the principal of and interest on Bonds of the Authority. "Director" means a member of the Board in office pursuant to Section 4(B). "Electric System" means the municipal electric utility owned and operated by the City, including all electric generation, distribution, transmission, administrative and other properties and facilities, and all contract rights, currently included in such municipal electric utility or hereafter acquired. "Fiscal Year" means the fiscal year of the Authority being, until changed by resolution of the Board, the period from July 1 to and including the following June 30 except for the first Fiscal Year which shall be the period from the effective date of this Agreement to June 30, 2007. "Gas Agreement" means an agreement pursuant to which the Authority purchases natural gas or sells natural gas. "Gas System" means the municipal gas utility owned and operated by the City, including all gas distribution, transmission, administrative and other properties and facilities, and all contract rights, currently included in such municipal gas utility or hereafter acquired. "Indenture" means an instrument providing for the issuance of Bonds and specifying the terms and conditions thereof and includes an indenture of trust, a trust agreement, a resolution, an order or any other instrument or proceeding. "Joint Powers Act" means the Joint Exercise of Powers Act constituting Chapter 5 of Division 7 of Title 1 of the California Government Code. "Liquidity Support" means a letter of credit, line of credit, standby bond purchase agreement or other surety or guarantee instrument guaranteeing, subject to the conditions thereof, the payment when due of the purchase price of Bonds tendered for purchase in accordance with the applicable Indenture. A Credit Enhancement may also constitute Liquidity Support if it guarantees the payment of the purchase price of tendered Bonds as well as the principal of and interest on Bonds. "Party" means each of the City and the Redevelopment Agency "Public Finance Contract" means a contract to place Bonds or investments of the Authority on the interest rate, currency, cash -flow or other basis desired by the Authority, including an interest rate swap agreement, a currency swap agreement, a forward payment conversion agreement, a futures agreement, a contract providing for payments based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices, a contract to exchange cash flows or a series of payments, and a contract to hedge payment, currency, rate, spread or similar exposure, including interest rate floors and caps, swaptions, options, puts and calls authorized by Section 5920 et seq. of the California Government Code or any other legislative authority whether currently in effect or hereafter enacted.. "Redevelopment Agency" means the Redevelopment Agency of the City of Vernon. "Risk Management Contract" means a forward contract, a futures contract, a put, call or swap agreement, an option or other contract or arrangement to place the price of natural gas purchased by the Authority on the basis desired by the Authority. "Secretary" means the Secretary of the Authority appointed pursuant to Section 4 "State" means the State of California. "Treasurer" means the treasurer and auditor of the Authority appointed pursuant to Section 4 (C)(3). "Vice Chairman" means the Vice Chairman of the Authority appointed pursuant to Section 4 (C)(1). Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neutral genders. Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including districts, agencies and other public bodies, as well as natural persons. Unless otherwise indicated, references in this Agreement to paragraphs, subsections, and Sections are to such paragraphs, subsections, and Sections of this Agreement. Unless the context requires otherwise, the terms "herein," "hereof," "hereunder" and any similar terms, as used in this Agreement, shall refer to this Agreement as a whole and not to any particular provisions of this Agreement. Defined terms shall include any variant of the terms set forth in this Section. The term "including" shall be construed to mean "including without being limited to." SECTION 2. PURPOSE. It is the purpose of this Agreement to establish, pursuant to the provisions of the Joint Powers Act, an agency for and with the purpose of undertaking projects and,programs that promote economic development within the City, including the promotion of opportunities for the creation or retention of employment, the stimulation of economic activity, and an increase of the tax base. Such projects and programs include assisting the City in procuring natural gas for distribution by the Gas System to be used as fuel for electric generating units which are part of the Electric System and for otherwise meeting the requirements of the Gas System, on terms and conditions approved by the City. Such assistance may include, among other things, the Authority's issuance of Bonds pursuant to any applicable Bond Law, providing Credit Enhancement and Liquidity Support for Bonds, the entry into Public Finance Contracts, the entry into Gas Agreements, and the entry into Risk Management Contracts. Such purpose will be accomplished and said powers exercised in the manner hereinafter set forth. SECTION 3. TERM. This Agreement shall become effective in accordance with Section 19 hereof as of the date first above written and shall continue in full force and effect for a period of sixty (60) years from such date, or until such earlier time as it is terminated by a writing signed by all the Parties; provided, however, that, notwithstanding the foregoing, this Agreement shall not expire or be terminated until the date on which: (i) all Bonds issued by the Authority shall have been paid or deemed paid in accordance with the applicable Indenture; (ii) all contracts and agreements of the Authority, including all Gas Agreements, Public Finance Contracts, Risk Management Contracts, contracts and agreements relating to Credit Enhancement and Liquidity Support, (a) shall have expired or been otherwise terminated and all amounts owed by the Authority thereunder have been paid or (b) the Authority's obligations thereunder have been transferred or assigned to another party in accordance with the terms of such contracts and agreements; and (iii) all indebtedness and liabilities incurred by the Authority shall have been paid. SECTION 4. AUTHORITY. A. CREATION OF AUTHORITY. Pursuant to the Joint Powers Act, there is hereby created a public entity, separate and apart from the Parties, to be known as the Vernon Natural Gas Financing Authority. The Authority's debts, liabilities and obligations do not and will not constitute debts, liabilities or obligations of either Party; provided that nothing in this Agreement shall limit a Party's authority or ability to enter into separate agreements with the Authority pursuant to which the Party agrees to make payments in connection with debts, liabilities or obligations of the Authority, including Bonds, Gas Agreements, Public Finance Contracts, Risk Management Contracts, contracts and agreements relating to Credit Enhancement and Liquidity Support. B. BOARD OF DIRECTORS. (1) The governing body of the Authority shall be a Board of Directors. The Board shall be the administering agency of this Agreement and, as such, shall be vested with all the powers of the Authority and shall execute and administer this Agreement in accordance with the purposes set forth herein. (2) The initial Board shall consist of the individuals named below who shall serve from the effective date of this Agreement to, subject to the provisions of paragraphs (5) and (6) of this subsection B, the respective ending date of their terms as Directors set forth below: Name of Director Hilario Gonzales W. Michael McCormick William J. Davis Richard Maisano Dan Newmire End of Term as Director April 1, 2012 April 1, 2012 April 1, 2012 April 1, 2015 April 1, 2011 (3) A vacancy in the office of a Director, whether due to the resignation or removal of such Director, the end of such Director's term in office or the declaration of a vacancy as provided in this Agreement, shall be filled by the appointment of a successor to such Director by a resolution adopted by a majority vote of the remaining Directors in office; provided however, that no Director so appointed shall become a Director if the City Council of the City objects to such appointment within fifteen days of the receipt by the City Clerk of the City of the resolution appointing such Director. (4) Directors appointed to succeed a Director whose term in office has expired shall serve for a five year term from the end of the predecessor Director's term. All appointments of a Director to fill a vacancy on the Board as the result of the resignation or removal of a Director shall end on the scheduled termination date of the predecessor Director's term in office. Should no successor appointment be made on the scheduled termination date of a Director's term, then that Director shall continue to hold office until a successor is appointed. (5) Any Director may resign effective upon giving written notice to the Chairman or the Secretary or the Board, unless the notice specified a later time for the effectiveness of such resignation, in which event, subject to the provisions of the final sentence of paragraph 6 of this subsection (B), such resignation shall be effective on the date specified in the notice of resignation. If the resignation is effective at a future time, a successor Director may be appointed before such time, to take office when the resignation becomes effective. (6) The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty owed by the Director to the Authority. Any Director may be removed at any time, with or without cause, upon approval by a majority of the Directors then in office. (7) Directors shall not receive any compensation for serving as Directors but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a Director if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. C. OFFICERS; DUTIES; OFFICIAL BONDS. (1) The Board shall elect a Chairman and Vice Chairman from among its members to serve for such term as shall be determined by the Board. Each of the Chairman, the Vice Chairman and any other officer of the Authority authorized by Board resolution is authorized to execute any and all Bonds, contracts, agreements, instruments and other documents on behalf of, and in the name of, the Authority. The Chairman and Vice Chairman shall have such other powers, duties and responsibilities as shall be determined by the Board. (2) The City Clerk of the City of Vernon is hereby appointed to serve as the Secretary of the Authority. The Secretary shall perform the normal duties of the secretary of an organization such as the Authority, including maintaining custody of the records of the Board and the Authority. The Secretary shall have other such powers, duties and responsibilities as shall be determined by the Board. (3) The Board shall appoint one of its officers or employees to serve as both treasurer and auditor of the Authority. The Treasurer shall have the powers, duties and responsibilities specified in the Joint Powers Act for the treasurer and auditor of a separate entity established thereunder and shall comply with all of the duties and responsibilities of the offices of treasurer and auditor of a separate entity formed under the Joint Powers Act set forth in the Joint Powers Act. Subject to the provisions of each Indenture providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all money of the Authority from whatever source derived. Subject to the applicable provisions of each Indenture and any contracts authorized by the Board for the lease, operation or custody.of Authority property, the Treasurer is designated as the public officer or person who has charge of, handles, and has access to all property of the Authority. The Treasurer shall file an official bond with the Secretary of the Authority in the amount of $1,000 or such greater amount as shall be specified by the Board. If and to the extent permitted by law, the Treasurer may satisfy this requirement by filing an official bond in at least said amount obtained in connection with another public office so long as such official bond includes coverage of the Treasurer as such officer of the Authority. (4) The Board shall have the power to appoint from time to time such other officers, agents, employees, counsel and accountants, and to specify their respective powers, duties and responsibilities, as it may deem necessary or convenient. (5) The Board shall have the power, to the extent permitted by the Joint Powers Act or any other applicable law, to delegate any of its functions to one or more Directors, officers, employees or agents of the Authority, and to cause any of said Directors, officers, employees or agents to take any actions for and in the name and on behalf of the Board or the Authority. D. MEETINGS OF THE BOARD. (1) Ralph M. Brown Act. All meetings of the Board, including regular, adjourned regular, special, and adjourned special meetings shall be scheduled, called, noticed, held and conducted in accordance with the provisions of the Brown Act. (2) Regular Meetings. The Board shall hold at least one regular meeting during each Fiscal Year. The date, hour and place of the holding of the regular meetings shall, if requested by a Party, be filed with such Party. (3) Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman or a majority of Directors then in office. Special meetings of the Board may be held at any time specified in the notice of the meeting which is consistent with the notice and other provisions of the Brown Act. (4) Minutes. The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular, special, and adjourned special meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be delivered to each Director. (5) Quorum. A majority of the Directors then. in office, but no less than three, shall constitute a quorum for the transaction of business. No action may be taken by the Board except upon the affirmative vote of a majority of the Directors then in office, except that less than a quorum may adjourn a meeting to another time and place and appoint a Director or Directors if there are less than three Directors in office. E. RULES AND REGULATIONS. The Authority may adopt, from time to time, by resolution of the Board, such rules and regulations for the conduct of its meetings and affairs as the Board determines are necessary or convenient. SECTION 5. POWERS. The Authority shall have any and all powers necessary or convenient in accomplishing its purposes as set forth in Section 2 which are authorized by law to each of the Parties hereto and separately to the public entity herein created, including all powers which are incidental to express powers. All such powers, whether common to the Parties or separately conferred by law upon the Authority, are specified as powers of the Authority. Without limiting the generality of the preceding paragraph, the Authority is hereby authorized, in its own name, to do any and all of the following: to sue and be sued; to make and enter into contracts, including but not limited to (i) Gas Agreements, (ii) Risk Management Contracts, (iii) Public Finance Contracts, and (iv) contracts and agreements relating to Credit Enhancement and/or Liquidity Support for Bonds; to employ agents, consultants, attorneys and employees; to acquire, construct, maintain and operate (or to provide for maintenance and operation of) any buildings, works or improvements; to acquire, hold or dispose of property, whether real or personal, tangible or intangible, wherever located; to issue Bonds and to pledge any property (whether real or personal, tangible or intangible and/or revenues as security for such Bonds; and to receive gifts, contributions and donations of property, funds, services and other forms of assistance from persons, firms, corporations and any governmental entity. SECTION 6. MANNER OF EXERCISING POWERS. To the extent required by Section 6509 of the Joint Powers Act, the manner in which the Authority shall exercise its powers and perform its duties is and shall be subject to the restrictions upon the manner in which the City could exercise such powers and perform such duties. The manner in which the Authority shall exercise its powers and perform its duties shall not be subject to any restrictions applicable to the manner in which any other public agency could exercise such powers or perform such duties, whether such agency is a Party to this Agreement or not. SECTION 7. JOINT POWERS ACT. To the extent any provision of this Agreement should be held to be in conflict with any requirement for a joint exercise of powers agreement pursuant to the Joint Powers Act (as in effect on the effective date of this Agreement), the terms of this Agreement are hereby modified to eliminate such conflict and to conform this Agreement to the requirements of the Joint Powers Act as so in effect. To the extent this Agreement should be held not to contain any provision required to be included in a joint exercise of powers agreement pursuant to the Joint Powers Act (as in effect on the effective date of this Agreement), this Agreement is hereby modified to include such provision and to conform this Agreement to the requirements of the Joint Powers Act as so in effect. SECTION 8. DISPOSITION OF ASSETS. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 3, after payment of all expenses and liabilities of the Authority, all property of the Authority both real and personal shall automatically vest in the Parties in equal shares and shall thereafter remain the sole property of the respective Parties; provided, however, that any surplus money on hand shall be returned in proportion to the contributions made by the Parties and if no contributions have been made in proportion to the payments made by each of the Parties to or for the account of the Authority in connection with its projects and programs, including payments with respect to Bonds, Gas Agreements, Public Finance Contracts, Risk Management Contracts, agreements relating to Credit Enhancement and/or Liquidity Support and any other agreements or obligations of the Authority. SECTION 9. BONDS. A. ISSUANCE OF BONDS The Authority may, when authorized by any Bond Act and by resolution of the Board, issue Bonds -for the purpose of raising funds for the exercise of its powers or otherwise to carry out its purposes under this Agreement. Said Bonds may have such terms and conditions as shall be authorized by the Board. B. BONDS SPECIAL OBLIGATIONS. The Bonds, including the principal, redemption price and purchase price ( to the extent payable by the Authority pursuant to the applicable Indenture(s) upon tender for purchase in accordance with the provisions of such hndenture(s)) and the interest thereon, shall be special obligations of the Authority payable solely from, and secured solely by, the revenues, funds and other assets pledged therefor under the applicable Indenture(s) and shall not constitute a charge against the general credit of the Authority. The Bonds shall not be secured by a legal or equitable pledge of, or lien or charge upon or security interest in, any property of the Authority or any of its income or receipts except the property, income and receipts pledged therefor under the applicable Indenture(s). Neither the faith and credit nor the taxing power of the State of California, the City, the Redevelopment Agency or any other public agency shall be pledged to the payment of the principal, redemption price or purchase price of, or the interest on, the Bonds. The issuance of the Bonds shall not directly, indirectly or contingently obligate the State or any political subdivision thereof, including the City or the Redevelopment Agency, to levy or pledge any form of taxation or to make any appropriation for the payment of the Bonds. The payment of the principal, redemption price or purchase price of, or interest on, the Bonds shall not constitute a debt, liability or obligation of the State or any public agency, including the City and the Redevelopment Agency (other than the special obligation of the Authority as provided in the applicable Indenture(s)). No covenant or agreement contained in any Bond or Indenture shall be deemed to be a covenant or agreement of any Director, officer, agent or employee of the Authority in his individual capacity and no Director or officer of the Authority executing a Bond shall be liable personally on such Bond or be subject to any personal liability or accountability by reason of the issuance of such Bond. SECTION 10. SWAPS AND OTHER FINANCIAL PRODUCTS. In the exercise of a common power of the Parties or a power conferred upon the Authority as an entity separate from the Parties by the Joint Powers Act or other applicable provisions of law, and when authorized by resolution of the Board, the Authority may enter into Public Finance Contracts, Risk Management Contracts and other hedging arrangements with respect to interest rates, natural gas prices or other matters relating to any of the Authority's projects, programs, assets and/or liabilities. Such Public Finance Contracts, Risk Management Contracts and other hedging arrangements may have such terms and conditions as shall be authorized by the Board. SECTION 11. ACCOUNTS AND REPORTS. A. BOOKS AND RECORDS. All funds of the Authority shall be strictly accounted for in books of account maintained by, or on behalf of, the Authority which shall report all receipts and disbursements of Authority funds. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice and by each Indenture for outstanding Bonds (to the extent such duties are not assigned to trustees under the Indentures). The books and records of the Authority shall be open to inspection at all reasonable times by each Party. The Authority shall require that each Indenture provide that the trustee appointed thereunder shall establish suitable funds and furnish suitable financial reports in connection with the funds held by such trustee. B. AUDIT. The Treasurer shall cause an independent audit to be made of the books of account and financial statements of the Authority, and shall cause such financial statements and audit to be filed and reported, in compliance with the requirements of the Joint Powers Act. Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section shall be borne by the Authority and, to the extent not paid from funds provided pursuant to one or more of the Authority's projects or programs, shall be a charge against any unencumbered funds of the Authority available for that purpose. SECTION 12. FUNDS. Subject to the applicable provisions of each Indenture, which may provide for a trustee to receive, have custody of and disburse funds that constitute Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds pursuant to accounting procedures approved by the Board, and shall make the disbursements necessary or convenient in carrying out any of the provisions or purposes of this Agreement. SECTION 13. NOTICES. Notices and other communications hereunder to a Party shall be sufficient if delivered: with respect to the City, to the City Clerk of the City; and if to the Redevelopment Agency, to the secretary of the Redevelopment Agency. SECTION 14. INDEMNIFICATION. To the full extent permitted by law, the Board may authorize indemnification by the Authority of any person who is or was a Director, or an officer, employee or other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by reason of the fact that such person is or was such a Director, officer, employee or other agent of the Authority, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful and, in the case of any action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. SECTION 15. CONTRIBUTIONS AND ADVANCES. Without limiting the power of the Authority to accept contributions from persons other than the Parties, contributions or advances of public funds and of the use of personnel, equipment or property may be made to the Authority by the Parties hereto for any of the purposes of this Agreement. Any advance of funds by a Party may be made subject to repayment, and in such case shall be repaid, in the manner agreed upon by the Authority and the Party making such advance. SECTION 16. IMMUNITIES. All of the privileges and immunities from liabilities, exemptions from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, employees or other representatives of a Party when performing their respective functions within the territorial limits of their public agency, shall apply to them to the same degree and extent while engaged as a Director, officer, agent, employee or other representative of the Authority or while engaged in the performance of any of their functions or duties under the provisions of this Agreement whether within or outside of the boundaries of the applicable Party. SECTION 17. CONSULTANTS AND ADVISORS. The Authority may employ the services of independent counsel, including bond and other special counsel, financing, engineering, utility, natural gas and other consultants and advisors, and accountants and auditors in connection with the programs and projects undertaken pursuant to this Agreement, including the issuance of Bonds and the entry into financial products authorized by Section 10. The fees and expenses of such counsel, consultants, advisors, accountants and auditors, and the expenses of the Authority in connection with such programs and projects, shall, to the extent not paid from funds received pursuant to one or more agreements relating to such projects and programs, be paid from the proceeds of Bonds or any other unencumbered funds of the Authority available for such purpose. SECTION 18. AMENDMENTS. Any further amendments to this Agreement may be adopted by the Authority without the express consent of the City or the Redevelopment Agency. SECTION 19. EFFECTIVENESS. This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of each of the City and the Redevelopment Agency at 9:00 a.m., California time, on the first date as of which each Party shall have received from the other an executed counterpart of this Agreement, together with a certified copy of a resolution of the governing body of such Party approving this Agreement and the execution and delivery hereof. SECTION 20. PARTIAL INVALIDITY. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. SECTION 21. SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. Except to the extent expressly provided herein, no Party may assign any right or obligation hereunder without the consent of the other Party. SECTION 22. MISCELLANEOUS. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Each of the Parties represents and warrants that it possesses the common powers referred to in the recitals hereof. Nothing in this Agreement shall be construed as a limitation on the rights of the Parties to exercise the common powers referred to in the recitals hereof outside of this Agreement. This Agreement is made in the State, under the Constitution and laws of the State and is to be construed as a contract made and to be performed in the State. This Agreement is the complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof, and this Agreement supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between the Parties relating to the subject matter of this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested to by their proper officers thereunto duly authorized, as of the day and year first above written. Dated: . 2011 CITY OF VERNON Approved as to form: Willard G. Yamaguchi, Interim City Attorney LO-B Hilario Gonzales Mayor Attest: Willard G. Yamaguchi, City Clerk Dated: , 2011 REDEVELOPMENT AGENCY OF THE CITY OF VERNON Approved as to form: Michael B. Montgomery, Legal Counsel M. Hilario Gonzales Chairman Attest: By: Willard G. Yamaguchi, Secretary CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: June 8, 2011 TO: Rory Burnett, City Treasurer/VNGFA Treasurer Kristen Enomoto, Council Department Manager Mike Montgomery, Assistant to the City Administrator/VNGFA Legal Counsel Mark Whitworth, City Administrator/Fire Chief FROM: Willard Yamaguchi, City Clerk/Interim City Attorney/VNGFA Secretar RE: Resolution No. VNGFA-0027 — A Resolution of the Board of Directors of the Vernon Natural Gas Financing Authority Amending Section 4 of the Joint Exercise of Powers Agreement and Approving an Amended Joint Exercise of Powers Agreement Transmitted herewith is a copy of Resolution No. VNGFA-0027 referenced above, which was approved by the Vernon Natural Gas Financing Authority of the City of Vernon on June 7, 2011. Thank you. WY:dj Attachment c: Resolution Nos. VNGFA-0027, RA-402, 2011-91 Agreement No. 11-067 RECEIVED�DECEIVED JUN 0 2 ZG'1 kIA16- -u � JUN 0 1 2011 CITY CLERK'S OFOCE CITY ADMINISTRATION .JOINT AGENCY STAFF REPO c DATE; June 1, 2011 TO: Honorable Mayor and City Council Members of the Board of the Redevelopment Agency Members of the Board of the Natural Gas Financing Authority FROM: Mark C. Whitworth, City Administrator Michael B. Montgomery, Executive Director of the Redevelopment Agency RE: Amendments to the Joint Exercise of Powers Agreement, dated April 1, 2006, Relating to the Vernon Natural Gas Financing Authority Background: The Vernon Natural Gas Financing Authority (Authority) was enacted on April 1, 2006 under a Joint Exercise of Powers Agreement (JPA) between the City of Vernon (City) and the Redevelopment Agency of the City of Vernon (RDA). The members of the City Council have been appointed as Directors of the Authority for specified terms, one of which has expired. In order to avoid possible future lapses in Directors' terms, it is recommended that the JPA be amended to provide that current Directors continue to hold office until a successor is appointed. Further, Section 18 of the JPA stipulates that amendments can only be 'made "by a written instrument duly executed by each of the Parties. It is recommended that the City and the RDA amend Section 18 of the JPA to grant the Authority express authority to adopt any further amendments. A joint special meeting of the City, RDA, and Authority will be held Tuesday, June 7, 2011, at 8:00 a.m., or as soon thereafter as the City Council adjourns its Light & Power meeting to address these issues and consider the appropriate related actions recommended below. Recommended Actions of the City Council and RDA: Adopt respective resolutions approving an amendment to Section 18 of the JPA in its entirety to read as follows: "Any further amendments to this Agreement may be adopted by the Authority without the express consent of the City or the Redevelopment Agency. Joint Agency Staff Report June 1, 2011 Page 2 Recommended Actions of the Authority: 1. Appoint Daniel D. Newmire as a Director for the term of April 1, 2011 to April 1, 2016. 2. Adopt a resolution approving the following amendments to the JPA: a. Add the following language to the end of Section 4(B)(4): "Should no successor appointment be made on the scheduled termination date of a Director's term, then that Director shall continue to hold office until a successor is appointed. b. Amend Section 4(C)(1) to eliminate the requirement that the Secretary be elected from among the Board Members, and all references to the office of Secretary therefrom. c. Add a new Section 4(C)(2) appointing the City Clerk to serve as the Secretary and prescribing the duties of said office, and renumber the subsequent sections accordingly. d.' Amend the newly renumbered Section 4(C)(3) to appoint the City Treasurer as both treasurer and auditor of the Authority. e. Amend the newly renumbered Section 4(C)(4) to include the following appointments, or adopt a separate resolution to make the following appointments: 1. The City's Director of Light & Power shall serve as the Executive Director of the Authority; and 2. The City's Special Counsel to the Light & Power Department shall serve as the Legal Counsel of the Authority: RESOLUTION NO. RA-402 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AMENDING SECTION 18 OF THE JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE VERNON NATURAL GAS FINANCING AUTHORITY WHEREAS, the Redevelopment Agency of the City of Vernon (the "Agency") is a public body corporate and politic duly organized and existing under the Community Development Law (commencing with Section 33000 of the California Health and Safety Code) and the California Government Code; and WHEREAS, on April 10, 2006, the Board of Directors of the Agency adopted Resolution No. RA-293 approving a Joint Exercise of Powers Agreement relating to the Vernon Natural Gas Financing Authority (the "VNGFA") with the City of Vernon in order to establish an agency to undertake projects and programs that promote economic development within the City, including implementing projects and programs to assist the City in procuring natural gas for distribution by the Gas System to be used as fuel for electric generating units which are part of the Electric System and for otherwise meeting the requirements of the Gas System, on terms and conditions approved by the,City; and WHEREAS, the Agency is a "public agency" as that term is defined in Section 6500 of the Joint Powers Act; and WHEREAS, the Board of Directors of the Agency desires to amend Section 18 of the Agreement to authorize the VNGFA to amend the Agreement without the express consent of the Board of Directors of the Agency. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AS FOLLOWS: SECTION l: The Board of Directors of the Agency hereby finds and determines that the recitals contained hereinabove are true and correct.. SECTION 2: The City'Council of the City hereby amends Section 18 of the Joint Exercise of Powers Agreement to read as follows: SECTION 18: AMENDMENTS Any further amendments to this Agreement may be adopted by the Authority without the express consent of the City or the Redevelopment Agency. SECTION 3: The Secretary of the Agency shall certify to the passage, approval and adoption of this Resolution, and the Secretary shall cause this Resolution and the Secretary's certification to be entered in the File of Resolutions of the Board of Directors of the Agency. APPROVED AND ADOPTED this 7th day of June, 2011. Name: Hilario Gonzales Title: Chairman / r-ire-�i - 2 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, Secretary of the Redevelopment Agency of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. RA-402, was duly passed, approved and adopted by the Board of Directors of the Redevelopment Agency of the City of Vernon at a special meeting of the Board of Directors duly held on Tuesday, June 7, 2011, and thereafter was duly signed by the Chair or Vice Chair of the City of Vernon. Executed this 61 day of June, 2011, at Vernon, California. W llard G. Y m gu ', Secretary (SEAL) _3_ CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: June 8, 2011 TO: Rory Burnett, City Treasurer/VNGFA Treasurer Kristen Enomoto, Council Department Manager Mike Montgomery, Assistant to the City Administrator/VNGFA Legal Counsel Mark Whitworth, City Administrator/Fire Chief FROM: Willard Yamaguchi, City Clerk/Interim City Attorney/VNGFA Secretar RE: Resolution No. RA-402 A Resolution of the Board of Directors of thARedev opment Agency of the City of Vernon Amending Section 18 of the Joint Exercise of Powers Agreement Relating to the Vernon Natural Gas Financing Authority Transmitted herewith is a copy of Resolution No. RA-402 referenced above, which was approved by the Redevelopment Agency of the City of Vernon on June 7, 2011. Thank you. WY:dj Attachment c: Resolution Nos. VNGFA-0027, RA-402,- 2011-91 Agreement No. 11-067 EIVED RECEIVEDREC JUN 0 2 2011 JUN 0 1 2011 CITY CLEWSOFrICE CITY ADMINISTRATION .JOINT AGENCY STAFF REPO R G DATE: June 1, 2011 TO Honorable Mayor and City Council Members of the Board of the Redevelopment Agency Members of the Board of the Natural Gas Financing Authority FROM: Mark C. Whitworth, City Administrator Michael B. Montgomery, Executive Director of the Redevelopment Agenc3m RE: Amendments to the Joint Exercise of Powers Agreement, dated April 1, 2006, Relating to the Vernon Natural Gas Financing Authority Background: The Vernon Natural Gas Financing Authority (Authority) was enacted on April 1, 2006 under a Joint Exercise of Powers Agreement (JPA) between the City of Vernon (City) and the Redevelopment Agency of the City of Vernon (RDA). The members of the City Council have been appointed as Directors of the Authority for specified terms, one of which has expired. In order to avoid possible future lapses in Directors' terms, it is recommended that the JPA be amended to provide that current Directors continue to hold office until a successor is appointed. Further, Section 18 of the JPA stipulates that amendments can only be made "by a written instrument duly executed by each of the Parties." It is recommended that the City and the RDA amend Section 18 of the JPA to grant the Authority express authority to adopt any further amendments. A joint special meeting of the City, RDA, and Authority will be held Tuesday, June 7, 2011, at 8:00 a.m., or as soon thereafter as the City Council adjourns its Light & Power meeting to address these issues and consider the appropriate related actions recommended below. Recommended Actions of the City Council and RDA: Adopt respective resolutions approving an amendment to Section 18 of the JPA in its entirety to read as follows: "Any further amendments to this Agreement may be adopted by the Authority without the express consent of the City or the Redevelopment Agency. Joint Agency Staff Report June 1, 2011 Page 2 Recommended Actions of the Authority: 1. Appoint Daniel D. Newmire as a Director for the term of April 1, 2011 to April 1, 2016. 2. Adopt a resolution approving the following amendments to the JPA: a. Add the following language to the end of Section 4(B)(4): "Should no successor appointment be made on the scheduled termination date of a Director's term, then that Director shall continue to hold office until a successor is appointed. b. Amend Section 4(C)(1) to eliminate the requirement that the Secretary be elected from among the Board Members, and all references to the office of Secretary therefrom. c. Add a new Section 4(C)(2) appointing the City Clerk to serve as the Secretary and prescribing the duties of said office, and renumber the subsequent sections accordingly. d. Amend the newly renumbered Section 4(C)(3) to appoint the City Treasurer as both treasurer and auditor of the Authority. e. Amend the newly renumbered Section 4(C)(4) to include the following appointments, or adopt a separate resolution to make the following appointments: 1. The City's Director of Light & Power shall serve as the Executive Director of the Authority; and 2. The City's Special Counsel to the Light & Power Department shall serve as the Legal Counsel of the Authority.