CC - Item 3B - Tax Allocation Bonds0 0
TO: HONORABLE MAYOR AND CITY COUNCIL, AND
HONORABLE CHAIRMAN AND COMMUNITY DEVELOPMENT
COMMISSIONERS, AND
HONORABLE CHAIRMAN AND MEMBERS OF THE ROSEMEAD
FINANC G AUTHORITY
FROM: BILL CR &, CITY MANAGER AND EXECUTIVE DIRECTOR
DATE: FEBRUARY 14, 2006
SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE OF
TAX ALLOCATION BONDS, SERIES 2006 AND THE EXECUTION
OF RELATED DOCUMENTS TO REFUND EXISTING BONDS AND
GENERATE NEW MONEY PROCEEDS, AND AUTHORIZING
CREATION OF AND CERTAIN ACTIONS OF THE ROSEMEAD
FINANCING AUTHORITY
At its November 8, 2005 meeting, the CDC selected the firm of Piper Jaffray to serve as
senior managing underwriter, and authorized staff to pursue the refunding of the Series
1993A Tax Allocation Bonds. At that time, the Commission also directed staff to pursue
a new money component of this transaction, in accordance with the new debt capacity
made available by the refunding. Since then, the financing team and staff have been
engaged in the development of the fmancing documents and reviewing various
structuring options.
As a result of this effort, based on market conditions on January 27, 2006, and subject to
tritatiens under the Redevelopment Law, the Commission can refund $9.335 million
of its outstanding 1993A bonds and expect to generate approximately $5.67 million in
new money for eligible capital projects.
The refunding produces a present value savings of 5.86% of the refunded principal'
amount. This would reduce debt service by approximately $180,000 annually.
Government Finance Officers Association ( "GFOA "), guidelines generally suggest
present value savings in excess of 3% indicate an appropriate level for a refunding.
COUNOt. AGENDA
FEB 14 2006
ITEM No.
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TO: HONORABLE MAYOR AND CITY COUNCIL, AND
HONORABLE CHAIRMAN AND COMMUNITY DEVELOPMENT
COMMISSIONERS, AND
HONORABLE CHAIRMAN AND MEMBERS OF THE ROSEMEAD
FINANCJGV�EAUTHORITY
FROM: BILL CR , CITY MANAGER AND EXECUTIVE DIRECTOR
DATE: FEBRUARY 14, 2006
SUBJECT: ADOPTION OF RESOLUTIONS AUTHORIZING THE ISSUANCE OF
TAX ALLOCATION BONDS, SERIES 2006 AND THE EXECUTION
OF RELATED DOCUMENTS TO REFUND EXISTING BONDS AND
GENERATE NEW MONEY PROCEEDS, AND AUTHORIZING
CREATION OF AND CERTAIN ACTIONS OF THE ROSEMEAD
FINANCING AUTHORITY
At its November 8, 2005 meeting, the CDC selected the firm of Piper Jaffray to serve as
senior managing underwriter, and authorized staff to pursue the refunding of the Series
1993A Tax Allocation Bonds. At that time, the Commission also directed staff to pursue
a new money component of this transaction, in accordance with the new debt capacity
made available by the refunding. Since then, the financing team and staff have been
engaged in the development of the financing documents and reviewing various
structuring options.
As a result of this effort, based on market conditions on January 27, 2006, and subject to
the limitations under the Redevelopment Law, the Commission can refund $9.335 million
of its outstanding 1993A bonds and expect to generate approximately $5.67 million in
new money for eligible capital projects.
The refunding produces a present value savings of 5.86% of the refunded principal
amount. This would reduce debt service by approximately $180,000 annually.
Government Finance Officers Association ( "GFOA "), guidelines generally suggest
present value savings in excess of 3% indicate an appropriate level for a refunding.
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Of particular note in this transaction is the fact that Standard & Poor's has upgraded the
bonds from BBB to BBB +. This reflects the improved fiscal health of the project area
and reduced concern over the financial condition of the Southern California Edison
Company, the project area's major taxpayer.
The financing team was also successful in obtaining multiple bond insurance bids, with
Ambac being the winning bidder. In addition to providing its bond insurance policy,
Ambac has agreed to provide a debt service reserve fund surety policy in an amount
equal to one half of the reserve requirement. This allows the release of a portion of the
current reserve to reduce the size of the bond transaction.
Although documenting the transaction and obtaining bond insurance and rating
commitments was delayed over the Christmas holidays, the Commission has benefited by
a decline in the interest rate environment between November 8, 2005, and early February.
During this time, rates declined approximately 15 basis points. More recently, rates have
begun to move higher again.
Assuming approval by the City, Authority and Commission on February 14, the
Commission would proceed to distribute the Preliminary Official Statement on February
15 to potential bond investors, with the expectation of pricing the transaction on February
23. This will allow us to close the transaction on March 9, refund the existing bonds at
that date and have access to the new money proceeds.
The Commission/Council has before it two resolutions with documents related to the
transaction:
Resolution No. 2006 -02 (RCDC) and Resolution No. 2006 -04 (City) authorizes the
execution and delivery of the Bonds and includes the following documents:
■ The First Supplemental Indenture sets forth the terms and conditions of this series of
bonds.
■ The Purchase Contract is the agreement that will be executed among the
Commission, the Rosemead Financing Authority and Piper Jaffray at the time the
bonds are sold.
■ Additional documents include a Continuing Disclosure Agreement and Escrow
Agreement. The Escrow Agreement is related to the custody of the bond proceeds
that will be used to refund the outstanding bonds.
• The Preliminary Official Statement is the primary disclosure and offering document
which is made available to potential bond investors.
Resolution No. 2006 -03 (RCDC) and Resolution No. 2006 -05 (City) approves a Joint
Powers Agreement, creating a Joint Power Authority to be known as the Rosemead
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Financing Authority which is necessary to comply with state law requirements for a
negotiated sale of the bonds. Following authorization by the Commission and the
Council, the Joint Powers Agreement is to be executed, thereby creating the Rosemead
Financing Authority.
The Authority has before it one resolution and one document for approval related to the
transaction:
Resolution No. 2006 -01 which authorizes the execution and delivery of a Purchase
Contract by and among itself, the Commission and the Underwriter and includes the
following document:
■ The Purchase Contract is the agreement that will be executed among the
Commission, the Rosemead Financing Authority and Piper Jaffray at the time the
bonds are sold.
RECOMMENDATION
CDC Actions It is recommended that the Community Development Commission adopt
Resolution No. 2006 -02 to effect the execution and delivery of bonds and adopt
Resolution No. 2006 -03 to form the Rosemead Finance Authority.
Council Actions It is recommended that the City approve Resolution No. 2006 -04,
authorizing the CDC to sell the bonds and Resolution No. 2006 -05 to form the Rosemead
Financing Authority.
Financine Authority Action It is recommended that the Rosemead Financing Authority
approve the Resolution No. 2006 -01, approving the Purchase Agreement.
•
RESOLUTION NO. 2006-04
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD
APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED
$16,000,000 AGGREGATE PRINCIPAL AMOUNT OF ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION REDEVELOPMENT
PROJECT NO. 1, TAX ALLOCATION BONDS, SERIES 2006A
WHEREAS, the Rosemead Community Development Commission (the "Commission"),
has authorized the issuance and sale of not to exceed $16,000,000 aggregate principal amount of
its Redevelopment Project No. 1, Tax Allocation Bonds, Series 2006A (the "Series 2006A
Bonds "), for the purpose of providing funds to aid in financing and/or refinancing redevelopment
activities in connection with the Commission's Redevelopment Project No. 1, including the
refunding of certain outstanding bonds, pursuant to an Indenture, by and between the
Commission and U.S. Bank National Association (the "Trustee "), as successor trustee, as
amended and supplemented by a First Supplement to Indenture, between the Commission and
the Trustee (collectively, the "Indenture ");
WHEREAS, the Commission proposes to sell the Series 2006A Bonds to the Rosemead
Financing Authority (the "Authority "), which will in turn sell the Series 2006A Bonds to Piper
Jaffray, as underwriter (the "Underwriter"), pursuant to a Purchase Contract (the "Purchase
Contract "), among the Commission, the Underwriter and the Authority and pursuant to the
Marks -Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California
Government Code; and
WHEREAS, the City hereby finds that the use of the Act to assist the Commission in
financing and/or refinancing the Redevelopment Project will result in significant public benefits
in the form of demonstrable savings in effective interest rates, and the more efficient delivery of
local agency services;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of
Rosemead, as follows:
Section 1. The foregoing recitals are true and correct and the City Council hereby so
finds and determines.
Section 2. The issuance and sale of not to exceed $16,000,000 aggregate principal
amount of the Series 2006A Bonds by the Commission, in accordance with the terms and
conditions set forth in the Indenture, is hereby approved.
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Section 3. This resolution shall take effect from and after its adoption and approval.
I, Nina Castruita, Clerk of the City of Rosemead, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of the City of Rosemead held on February 14, 2006, by the following vote, to wit:
AYES:
NOES:
ABSENT:
City Clerk of the City of Rosemead
CITY OF ROSEMEAD
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ATTEST:
City Clerk
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Mayor
6 +
CITY CLERK'S CERTIFICATE
I, Nina Castruita, Clerk of the City of Rosemead, California hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the City Council of the City of Rosemead duly and legally held at the regular meeting
place thereof on February 14, 2006, of which meeting all of the members of said City Council
had due notice and at which a majority thereof were present.
At said meeting said resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at 8838 E.
Valley Boulevard, Rosemead, California, a location freely accessible to members of the public,
and a brief description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption, and the same is now in full force and effect.
Dated:
City Clerk of the City of Rosemead
[Seal]
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RESOLUTION NO. 2006-05
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROSEMEAD AUTHORIZING THE EXECUTION AND
DELIVERY OF A JOINT EXERCISE OF POWERS
AGREEMENT WITH THE ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
WHEREAS, agencies formed under the Joint Exercise of Powers Act, Section 6500 et
seq. of the California Government Code (the "Joint Powers Act'), are permitted to provide
financing for any of their members or other local public agencies in the State of California in
connection with the acquisition, construction and improvement of public capital improvements
or working capital requirements of such members or other local agencies; and
WHEREAS, the City of Rosemead (the "City") and the Rosemead Community
Development Commission desire to form an Authority under the Joint Powers Act, to be known
as the Rosemead Financing Authority, for the purpose of providing an entity which can assist in
providing financing for purposes which are authorized under the Joint Powers Act; and
WHEREAS, there has been prepared and submitted to this meeting a form of Joint
Exercise of Powers Agreement (such Joint Exercise of Powers Agreement, in the form presented
to this meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, being referred to herein as the "Joint Powers Agreement');
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
Rosemead, as follows:
Section 1. All of the recitals herein contained are true and correct and the City Council
so finds.
Section 2. The form of the Joint Powers Agreement, on file with the City Clerk, is
hereby approved, and the Mayor, the City Manager and the Finance Director, and any such other
officer of the City as such Mayor, City Manager or Finance Director may designate (the
"Authorized Officers "), are each hereby authorized and directed, for and in the name and on
behalf of the City, to execute and deliver the Joint Powers Agreement in substantially said form
with such changes therein as the Authorized Officer executing the same may require or approve,
such approval to be conclusively evidenced by the execution and delivery thereof.
Section 3. The officers and employees of the City are hereby authorized and directed,
jointly and severally, to do any and all things which they may deem necessary or advisable in
order to consummate the transactions herein authorized and otherwise to carry out, give effect to
and comply with the terms and intent of this Resolution.
Section 4. All actions heretofore taken by the officers, employees and agents of the City
with respect to the transactions set forth above are hereby approved, confirmed and ratified.
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Section 5. This Resolution shall take effect immediately upon its adoption.
I, Nina Castruita, Clerk of the City of Rosemead, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the Council of
the City of Rosemead held on February 14, 2006, by the following vote, to wit:
FAVA :1.1
NOES:
ABSENT:
City Clerk of the City of Rosemead
CITY OF ROSEMEAD
an
RIy11036
City Clerk
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Mayor
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CITY CLERK'S CERTIFICATE
I, Nina Castruita, Clerk of the City of Rosemead, California hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the City Council of the City of Rosemead duly and legally held at the regular meeting
place thereof on February 14, 2006, of which meeting all of the members of said City Council
had due notice and at which a majority thereof were present.
At said meeting said resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at 8838 E.
Valley Boulevard, Rosemead, California, a location freely accessible to members of the public,
and a brief description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office and the foregoing is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its
adoption, and the same is now in full force and effect.
Dated:
City Clerk of the City of Rosemead
[Seal]
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JOINT EXERCISE OF POWERS AGREEMENT
by and between
CITY OF ROSEMEAD
and
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
Dated as of February 1, 2006
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TABLE OF CONTENTS
ARTICLE I DEFINITIONS ............... ...............................
Page
Section1.01
Def initions ............................................................. ............................... 1
ARTICLE II GENERAL PROVISIONS ............................................... ...............................
2
Section2.01
Purpose .................................................................. ...............................
2
Section 2.02
Creation of Authority ............................................ ...............................
3
ARTICLE III BOARD OF DIRECTORS ............................................... ...............................
3
Section 3.01
Board of Directors ................................................. ...............................
3
Section3.02
Powers ................................................................... ...............................
3
Section 3.03
Compensation ....................................................... ...............................
3
Section 3.04
Meetings of the Board of Directors ...................... ...............................
3
ARTICLE IV OFFICERS, EMPLOYEES AND AGENTS .................... ...............................
4
Section4.01
Officers ................................................................. ...............................
4
Section 4.02
Designation of Officers ......................................... ...............................
4
Section 4.03
Subordinate Officers ...................................:......... ...............................
5
Section 4.04
Executive Director ................................................ ...............................
5
Section 4.05
Treasurer ............................................................... ...............................
5
Section 4.06
Secretary ............................................................... ...............................
5
Section 4.07
Authority Counsel ................................................. ...............................
5
Section 4.08
Assistant Officers .................................................. ...............................
5
Section 4.09
Employees, Agents and Independent Contractors ...............................
6
Section 4.10
Privileges and Immunities; No Employment by City or
Commission.......................................................... ...............................
6
ARTICLEV POWERS .......................................................................... ...............................
6
Section 5.01
General Powers ..................................................... ...............................
6
Section 5.02
Power to Issue Revenue Bonds ............................. ...............................
6
Section 5.03
Specific Powers ..................................................... ...............................
6
Section 5.04
Manner of Exercising Powers ............................... ...............................
8
Section 5.05
Non - Liability For Obligations of Authority ......... ...............................
8
Section 5.06
Indemnity by Authority for Litigation Expenses of Officer,
Directoror Employee ............................................ ...............................
8
Section 5.07
Execution of Contracts .......................................... ...............................
8
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TABLE OF CONTENTS
(continued)
Page
Section5.08 Fiscal Year ............................................................ ............................... 8
ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS ........................ 9
Section 6.01
Contributions ......................................................... ...............................
9
Section 6.02
Accounts and Reports ........................................... ...............................
9
Section6.03
Funds ..................................................................... ...............................
9
ARTICLE VII TERM; DISSOLUTION ................................................. ...............................
10
Section7.01
Term .................................................................... ...............................
10
Section 7.02
Termination ......................................................... ...............................
10
ARTICLE VIII MISCELLANEOUS PROVISIONS ............................... ...............................
10
Section8.01
Notices ................................................................ ...............................
10
Section 8.02
Section Headings ................................................ ...............................
10
Section 8.03
Law Governing ................................................... ...............................
10
Section 8.04
Amendments ....................................................... ...............................
10
Section 8.05
Enforcement by Authority .................................... .............................11
Section 8.06
Counterparts ........................................................ ...............................
11
Section 8.07
Successors ........................................................... ...............................
11
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JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (this "Agreement'), dated as
of February 1, 2006, is by and between the CITY OF ROSEMEAD, a municipal corporation
organized and existing under and by virtue of the Constitution and laws of the State of California
(the "City"), and the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a public
body, corporate and politic organized and existing under and by virtue of the laws of the State of
California (the "Commission ").
WITNESSETH:
WHEREAS, agencies formed under the Joint Exercise of Powers Act, Section 6500 et
seq. of the California Government Code (the "Joint Powers Act'), are permitted to provide
financing for any of their members or other local public agencies in the State of California in
connection with the acquisition, construction and improvement of public capital improvements
or working capital requirements of such members or other local agencies; and
WHEREAS, the City and the Commission desire to form an Authority under the Joint
Powers Act, to be known as the Rosemead Financing Authority, for the purpose of providing an
entity which can assist in providing financing for purposes which are authorized under the Joint
Powers Act;
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the City and the Commission do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the words and terms
defined in this Article shall, for the purposes hereof, have the meanings herein specified.
"Agreement" means this Joint Exercise of Powers Agreement, as originally executed
and as it may from time to time be amended in accordance with the provisions hereof.
"Authority" means the Rosemead Financing Authority, a joint exercise of powers
agency organized and existing under and by virtue of the laws of the State of California,
established pursuant to Section 2.02 hereof.
"Board of Directors" means the Board of Directors of the Authority.
"Bond Law" means the Marks -Roos Local Bond Pooling Act of 1985 (Article 4 of the
Joint Powers Act), as now in effect or hereafter amended, Article 2 of the Joint Powers Act, as
now in effect or hereafter amended, or any other law available for use by the Authority in the
authorization and issuance of bonds to provide for the financing of Obligations and/or Public
Capital Improvements.
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"Bond Purchase Agreement" means an agreement between the Authority and a Local
Agency, pursuant to which the Authority agrees to purchase Obligations from a Local Agency.
"City" means the City of Rosemead, a municipal corporation organized and existing
under and by virtue of the Constitution and laws of the State of California.
"Commission" means the Rosemead Community Development Commission, a public
body, corporate and politic organized and existing under and by virtue of the laws of the State of
California.
"Fiscal Year" means the period from July 1 in any calendar year to and including June
30 in the succeeding calendar year.
"Joint Powers Act" means the Joint Exercise of Powers Act, Section 6500 et seq. of the
California Government Code.
"Local Agency" means the City, the Commission or any other city, county, city and
county, authority, district or public corporation of the State of California.
"Obligations" has the meaning ascribed to the term `Bonds" in Section 6585(c) of the
Joint Powers Act.
"Public Capital Improvements" has the meaning ascribed to such term in Section
6585(g) of the Joint Powers Act.
"Revenue Bonds" means bonds, commercial paper, floating rate and variable maturity
securities, and any other evidences of indebtedness of the Authority and also includes certificates
of participation and lease purchase agreements.
"Working Capital Requirements" means the requirements of any Local Agency for
funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local
Agency may borrow money pursuant to Section 53852 of the California Government Code.
ARTICLE H
GENERAL PROVISIONS
Section 2.01 Purpose. This Agreement is made pursuant to the Joint Powers Act
providing for the joint exercise of powers common to the City and the Commission, and for other
purposes as permitted under the Joint Powers Act and the Bond Law. The purpose of this
Agreement is to provide for the financing or refinancing of Public Capital Improvements for, and
Working Capital Requirements of, any Local Agency through the acquisition by the Authority of
such Public Capital Improvements, the purchase by the Authority of Obligations of any Local
Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Local
Agency or the entering into of contractual arrangements by the Authority with a Local Agency.
Section 2.02 Creation of Authority. Pursuant to the Joint Powers Act, there is hereby
created a public entity to be known as the "Rosemead Financing Authority". The Authority shall
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• •
be a public entity separate and apart from the City and Commission, and shall administer this
Agreement.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 Board of Directors. The Authority shall be administered by the Board of
Directors, which shall be comprised of five members, unless and until changed by amendment of
this Agreement.
Each member of the City Council shall be a member of the Board of Directors. The
Board of Directors shall always consist of the persons then serving as members of the City
Council, and each person who, currently or in the future, serves as a member of the City Council
shall serve, during the period in which he or she serves in such capacity, as a member of the
Board of Directors.
Each member shall assume membership on the Board of Directors upon his or her
becoming a member of the City Council, without any further act by any person, body or entity.
Each member shall hold membership on the Board of Directors until the expiration of his or her
term as a member of the City Council, or until he or she resigns, is removed or for any other
reason no longer serves as a member of the City Council, without any further act by any person,
body or entity.
The Mayor of the City shall be Chairperson of the Board of Directors and such
Chairperson shall preside at all meetings of the Board of Directors. The Mayor Pro Tempore of
the City shall be the Vice Chairperson of the Board of Directors and such Vice Chairperson shall
preside at meetings of the Board of Directors during the absence or disability of the Chairperson.
Section 3.02 Powers. Subject to the limitations of this Agreement and the laws of the
State of California, the powers of the Authority shall be vested in and exercised by and its
property controlled and its affairs conducted by the Board of Directors of the Authority.
Section 3.03 Compensation. Members of the Board of Directors shall serve without
compensation.
Section 3.04 Meetin¢s of the Board of Directors. (a) Call, Notice and Conduct of
Meetings. All meetings 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 provisions of the Ralph M. Brown Act, Section 54950 et seq. of the
California Government Code.
(b) Regular Meetings. Regular meetings of the Board of Directors shall be
held at such time as the Board of Directors may fix by resolution from time to time, and if any
day so fixed shall fall upon a legal holiday then, upon the next succeeding business day at the
same hour. No notice of any regular meeting of the Board of Directors need be given to the
members of the Board of Directors.
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(c) Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by the Chairperson of the Board of Directors, the Executive Director of the
Authority or by a majority of the members of the Board of Directors.
(d) Quorum. A majority of the members of the Board of Directors shall
constitute a quorum at any meeting of the Board of Directors. Every act or decision done or
made by a majority of the members of the Board of Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.
ARTICLE IV
OFFICERS, EMPLOYEES AND AGENTS
Section 4.01 Officers. The officers of the Authority shall be an Executive Director, a
Treasurer, a Secretary and such other officers as the Board of Directors may appoint.
Section 4.02 Desianation of Officers. The City Manager of the City shall be the
Executive Director of the Authority. The Executive Director of the Authority shall always be the
person then serving as City Manager of the City, and each person who, currently or in the future,
serves as City Manager of the City shall be, during the period in which he or she serves in such
capacity, Executive Director of the Authority. A person shall become Executive Director of the
Authority upon his or her becoming City Manager of the City, without any further act by any
person, body or entity. A person shall serve as Executive Director of the Authority until he or she
resigns, is removed or for any other reason no longer serves as City Manager of the City, without
any further act by any person, body or entity.
The Finance Director of the City shall be the Treasurer of the Authority. The Treasurer
of the Authority shall always be the person then serving as Finance Director of the City, and each
person who, currently or in the future, serves as Finance Director of the City shall be, during the
period in which he or she serves in such capacity, Treasurer of the Authority. A person shall
become Treasurer of the Authority upon his or her becoming Finance Director of the City,
without any further act by any person, body or entity. A person shall serve as Treasurer of the
Authority until he or she resigns, is removed or for any other reason no longer serves as Finance
Director of the City, without any further act by any person, body or entity.
The City Clerk of the City shall be the Secretary of the Authority. The Secretary of the
Authority shall always be the person then serving as City Clerk of the City, and each person
who, currently or in the future, serves as City Clerk of the City shall be, during the period in
which he or she serves in such capacity, Secretary of the Authority. A person shall become
Secretary of the Authority upon his or her becoming City Clerk of the City, without any further
act by any person, body or entity. A person shall serve as Secretary of the Authority until he or
she resigns, is removed or for any other reason no longer serves as City Clerk of the City,
without any further act by any person, body or entity.
Section 4.03 Subordinate Officers. The Board of Directors appoint such officers
other than those hereinabove mentioned as the business of the Authority may require, each of
whom shall hold office for such period, have such authority and perform such duties as are
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provided in this Agreement, or as the Board of Directors from time to time may authorize or
determine.
Section 4.04 Executive Director. The Executive Director shall be the chief executive
officer of the Authority and shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of the Authority. He or she shall be
an ex officio member of all standing committees, and shall have the general powers and duties of
management of the Authority and shall have such other powers and duties as may be prescribed
by the Board of Directors or this Agreement.
Section 4.05 Treasurer. Subject to the applicable provisions of any indenture or
resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the
depository of the Authority to have custody of all the money of the Authority, from whatever
source, and, as such, shall have the powers, duties and responsibilities specified in Section
6505.5 of the Joint Powers Act. The Treasurer is hereby designated as controller of the Authority
and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the
Joint Powers Act. The controller of the Authority shall draw checks to pay demands against the
Authority when the demands have been approved by the Authority. The City shall determine the
charges to be made against the Authority for the services of the Treasurer.
The Treasurer is designated as the public officer or person who has charge of, handles, or
has access to any property of the Authority, and such officer shall file an official bond in the
amount of $5,000, as required by Section 6505.1 of the Joint Powers Act. Such bond may be
maintained as a part of or in conjunction with any other bond maintained on such person by the
City, it being the intent of this Section not to require duplicate or overlapping bonding
requirements from those bonding requirements which are otherwise applicable to the City.
Section 4.06 Secretary. The Secretary shall keep or cause to be kept a book of minutes
at the principal office of the Authority or at such other place as the Board of Directors may order,
of all meetings of the Board of Directors, with the time and place of holding, whether regular or
special, and if special, how authorized, the notice thereof given, the names of those present at
Board of Directors meetings and the proceedings thereof. The Secretary shall give or cause to be
given notice of all meetings of the Board of Directors, shall keep the Authority records in safe
custody and shall have such other powers and perform such other duties as may be prescribed by
the Board of Directors or this Agreement.
Section 4.07 Authority Counsel The City Attorney of the City shall serve as
Authority Counsel.
Section 4.08 Assistant Officers. The Board of Directors may appoint such assistants
to act in the place of the Treasurer, Secretary or other officers of the Authority as the Board of
Directors shall from time to time deem appropriate.
Section 4.09 Employees. Agents and Independent Contractors. The Board of
Directors shall have the power to engage such employees as may be necessary or appropriate for
the purposes of this Agreement. The Board of Directors shall also have the power to engage
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such agents and independent contractors as may be necessary or appropriate for purposes of this
Agreement.
Section 4.10 Privileges and Immunities; No Employment by City or Commission.
All of the privileges and immunities from liability, exemption from laws, ordinances and rules,
all pension, relief, disability, workers' compensation and other benefits which apply to the
activities of officers, agents or employees of a public agency when performing their respective
functions shall apply to them to the same degree and extent while engaged in the performance of
any of the functions and other duties under this Agreement.
None of the officers, employees, agents or independent contractors employed or engaged
by the Authority shall be deemed, by reason of his or her employment or engagement by the
Authority to be employed or engaged by the City or the Commission or, by reason of his or her
employment or engagement by the Authority, to be subject to any of the requirements of the City
or the Commission.
F\ A 11141IMIA
POWERS
Section 5.01 General Powers. The Authority shall exercise in the manner herein
provided the powers common to the City and the Commission, or as otherwise permitted under
the Joint Powers Act, and necessary to the accomplishment of the purposes of this Agreement,
subject to the restrictions set forth in Section 5.04 hereof.
As provided in the Joint Powers Act, the Authority shall be a public entity separate from
the City and the Commission. The Authority shall have the power to finance or refinance Public
Capital Improvements for, and Working Capital Requirements of, any Local Agency through the
acquisition by the Authority of such Public Capital Improvements, the purchase by the Authority
of Obligations of any Local Agency pursuant to Bond Purchase Agreements, the lending of
funds by the Authority to a Local Agency or the entering into of contractual arrangements by the
Authority with a Local Agency.
Section 5.02 Power to Issue Revenue Bonds. The Authority shall have all of the
powers provided in the Joint Powers Act, including Article 4 of the Joint Powers Act, and
including the power to issue Revenue Bonds under the Bond Law.
Section 5.03 Specific Powers. The Authority is hereby authorized, in its own name, to
do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or
all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to acquire, construct, manage, maintain
Improvement, including the common power of the City and
Public Capital Improvement by the power of eminent domain;
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or operate any Public Capital
the Commission to acquire any
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(d) to sue and be sued in its own name;
(e) to issue Revenue Bonds and otherwise to incur debts, liabilities or
obligations, provided that no such Revenue Bond, debt, liability or obligation shall constitute a
debt, liability or obligation of the City or the Commission;
(f) to apply for, accept, receive and disburse grants, loans and other aids from
any agency of the United States of America or of the State of California;
(g) to invest any money in the treasury pursuant to Section 6505.5 of the Joint
Powers Act that is not required for the immediate necessities of the Authority, as the Authority
determines is advisable, in the same manner and upon the same conditions as local agencies,
pursuant to Section 53601 of the California Government Code;
(h) to apply for letters of credit or other form of financial guarantees in order
to secure the repayment of Revenue Bonds and enter into agreements in connection therewith;
(i) to carry out and enforce all the provisions of this Agreement;
0) to make and enter into Bond Purchase Agreements;
(k) to purchase Obligations of any Local Agency;
(1) to engage the services of private consultants to render professional and
technical assistance and advice in carrying out the purposes of this Agreement;
(m) as provided by applicable law, to employ and compensate bond counsel,
financial consultants, and other advisers determined necessary by the Authority in connection
with the issuance and sale of any Revenue Bonds;
(n) to contract for engineering, architectural, accounting, or other services
determined necessary by the Authority for the successful development of a Public Capital
Improvement;
(o) to pay the reasonable costs of consulting engineers, architects,
accountants, and construction, land -use, recreation, and environmental experts employed by any
sponsor or participant if the Authority determines those services are necessary for the successful
development of Public Capital Improvements;
(p) to take title to, and sell by installment sale or otherwise, lands, structures,
real or personal property, rights, rights -of -way, franchises, easements, and other interests in lands
which are located within the State of California which the Authority determines are necessary or
convenient for the financing or refinancing of Public Capital Improvements, or any portion
thereof,
(q) to lease to, and to lease from, a Local Agency lands, structures, real or
personal property, rights, rights -of -way, franchises, easements, and other interests in lands which
are located within the State of California which the Authority determines are necessary or
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convenient for the financing or refinancing of Public Capital Improvements, or any portion
thereof, and
(r) to exercise any and all other powers as may be provided in the Joint
Powers Act.
Section 5.04 Manner of Exercising Powers. The powers of the Authority shall be
exercised in the manner provided in the Joint Powers Act and shall be subject (in accordance
with Section 6509 of the Joint Powers Act) to the restrictions upon the manner of exercising such
powers of the City.
Section 5.05 Non - Liability For Obligations of Authority. The debts, liabilities and
obligations of the Authority shall not be the debts, liabilities and obligations of the City or the
Commission. No member, officer, agent or employee of the Authority shall be individually or
personally liable for the payment of the principal of or premium or interest on any obligations of
the Authority or be subject to any personal liability or accountability by reason of any
obligations of the Authority; but nothing herein contained shall relieve any such member, officer,
agent or employee from the performance of any official duty provided by law or by the
instruments authorizing the issuance of any obligations of the Authority.
Section 5.06 Indemnity by Authority for Litigation Expenses of Officer. Director
or Employee. Should any director, officer or employee of the Authority be sued, either alone or
with others, because he or she is or was a director, officer or employee of the Authority, in any
proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his
or her duties or out of any alleged wrongful act against the Authority or by the Authority,
indemnity for such persons reasonable expenses, including attorneys' fees incurred in the
defense of the proceedings, may be assessed against the Authority or its receiver by the court in
the same or a separate proceeding if the person sued 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. The amount of such indemnity shall equal the amount of the expenses, including
attorneys' fees, incurred in the defense of the proceeding.
Section 5.07 Execution of Contracts. The Board of Directors may authorize any
officer, employee or agent of the Authority, to enter into any contract or execute any contract or
execute any instrument in the name of and on behalf of the Authority and such authority may be
in general or confined to specific instances and unless so authorized by the Board of Directors,
no such officer, agent or employee shall have any power or authority to bind the Authority by
any contract or engagement or to pledge its credit or to render it liable for any purpose or in any
amount.
Section 5.08 Fiscal Year. The Fiscal Year of the Authority shall, unless and until
changed by the Board of Directors, commence on the 1st day of July of each year and shall end
on the 30th day of June of the next succeeding year.
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CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01 Contributions. The City and the Commission may in the appropriate
circumstance when required hereunder (a) make contributions from their treasuries for the
purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes,
(c) make advances of public funds for such purposes, such advances to be repaid as provided
herein, or (d) use their personnel, equipment or property in lieu of other contributions or
advances. The provisions of Section 6513 of the California Government Code are hereby
incorporated into this Agreement.
Section 6.02 Accounts and Reports. The Authority shall establish and maintain such
funds and accounts as may be required by good accounting practice. The books and records of
the Authority shall be open to inspection at all reasonable times by the City and the Commission
and their representatives. The Authority shall give an audited written report of all financial
activities for each Fiscal Year to the City and the Commission within 210 days after the close of
each Fiscal Year.
The Treasurer, as controller of the Authority, shall either make or contract with a certified
public accountant or public accountant to make an annual audit of the accounts and records of
the Authority. In each case the minimum requirements of the audit shall be those prescribed by
the State Controller for special districts under Section 26909 of the Government Code of the
State of California and shall conform to generally accepted auditing standards. When such an
audit of an account and record is made by a certified public accountant or public accountant, a
report thereof shall be filed as public records with the City and the Commission and with the
county auditor of Los Angeles County, and shall be sent to any public agency or person in the
State of California that submits a written request to the Authority. Such report shall be filed
within 12 months of the end of the Fiscal Year under examination. By unanimous request of the
Board of Directors, the annual special audit may be replaced with an audit covering a two -year
period.
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 bome by
the Authority and shall be a charge against any unencumbered funds of the Authority available
for the purpose.
Section 6.03 Funds. Subject to the applicable provisions of any instrument or
agreement which the Authority may enter into, which may provide for a trustee or other fiscal
agent to receive, have custody of and disburse Authority funds, the Treasurer of the Authority
shall receive, have the custody of and disburse Authority funds as nearly as possible in
accordance with generally accepted accounting practices, shall make the disbursements required
by this Agreement or to carry out any of the provisions or purposes of this Agreement.
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ARTICLE VII
TERM; DISSOLUTION
Section 7.01 Term. This Agreement shall become effective, and the Authority shall
come into existence, on the date of execution and delivery hereof, and this Agreement shall
thereafter continue in frill force and effect until terminated pursuant to Section 7.02 hereof.
Section 7.02 Termination. This Agreement may be terminated by agreement of the
City and the Commission; provided, however, that this Agreement shall not be terminated so
long as Revenue Bonds of the Authority are outstanding or so long as the Authority is a party to
any material contract remaining in effect. Upon termination of this Agreement, the Authority
shall be dissolved and, after payment or provision for payment of all debts and liabilities, the
assets of the Authority shall be distributed to the City and the Commission in such manner as
shall be agreed upon by the City and the Commission.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01 Notices. Notices hereunder shall be in writing and shall be sufficient if
delivered to the address of each party hereto set forth below or at such other address as is
provided by a party hereto in writing to the other party hereto.
City of Rosemead
8838 E. Valley Boulevard
Rosemead, California 91770
Attention: City Manager
Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, California 91770
Attention: Executive Director
Section 8.02 Section Headings. All Section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the
language in the Section referred to or to define or limit the scope of any provision of this
Agreement.
Section 8.03 Law Governing. This Agreement is made in the State of California under
the constitution and laws of the State of California, and is to be so construed.
Section 8.04 Amendments. This Agreement may be amended at any time, or from
time to time, except as limited by contract with the owners of Revenue Bonds issued by the
Authority or the owners of certificates of participation in payments to be made by the Authority,
the City, the Commission or a Local Agency or by applicable regulations or laws of any
jurisdiction having authority, by one or more amendments executed by the City and the
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Commission either as required in order to carry out any of the provisions of this Agreement or
for any other purpose.
Section 8.05 Enforcement by Authority. The Authority is hereby authorized to take
any or all legal or equitable actions, including but not limited to injunction and specific
performance, necessary or permitted by law to enforce this Agreement.
Section 8.06 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all together shall constitute but
one and the same Agreement.
Section 8.07 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the City and the Commission. No party hereto may assign any right
or obligation hereunder without the written consent of the other party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Joint Exercise of Powers
Agreement to be executed by their respective officers thereunto duly authorized, all as of the day
and year first written above.
ATTEST:
City Clerk
ATTEST
Secretary
APPROVED AS TO FORM:
By:
City Attorney
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CITY OF ROSEMEAD
0
Authorized Officer
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
12
Authorized Officer