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HomeMy WebLinkAbout02953 - CRA CITY JOINT POWERS JPA CREATE FA FINANCING AUTHORITY SECOND AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT CITY OF PALM SPRINGS FINANCING AUTHORITY This SECOND AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT (this "Second Amendment') is dated as of July 1, 2014, among the CITY OF PALM SPRINGS, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City"), the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency"), and the HOUSING AUTHORITY OF THE CITY OF PALM SPRINGS, a public entity duly organized and existing under the laws of the State of California (the "Housing Authority"); BACKGROUND : 1. The City and the Community Redevelopment Agency of the City of Palm Springs (the "Former Agency") entered into a Joint Exercise of Powers Agreement dated as of February 1, 1991 (the "Joint Powers Agreement") forming the City of Palm Springs Financing Authority (the "Authority") as a separate public agency under the laws of the State of California. 2 The Joint Powers Agreement was amended by the Amendment to Joint Exercise Agreement, dated as of July 5, 2001. 3. The Former Agency has been dissolved under the provisions of Assembly Bill X1 26, which became effective on June 29, 2011 (the "Dissolution Act"), and under the Dissolution Act all of the authority, rights, powers, duties and obligations of the Former Agency have been vested in the City Council of the City of Palm Springs, as the Successor Agency. 4. The Housing Authority was activated by the City Council of the City as a public entity duly organized and existing under the laws of the State of California and its officers and staff were designated pursuant to Resolution No. 1, adopted by the Housing Authority on July 3, 1985. 5. In order to ensure the continuing existence of the Authority, the City and the Successor Agency have proposed to add the Housing Authority of the City of Palm Springs (the "Housing Authority") as a member and to remove the Successor Agency as a member of the Authority. AGREEMENT: In consideration of the premises and the material covenants contained herein, the City, the Successor Agency and the Housing Authority hereby agree as follows: Section 1. Amendment to Add Housing Authority and Remove Successor Agency. The Joint Powers Agreement is hereby amended by adding the Housing Authority as a party thereto and by removing the Successor Agency as a party thereto. By its execution of this Second Amendment, the Housing Authority shall become a member of the Authority for all purposes thereof, and shall be deemed to be a signatory to the Joint Powers Agreement. By its execution of this Second Amendment, the Successor Agency shall no longer be a member of the Authority. The Housing Authority is taking the place of the Agency for all purposes of the Joint Powers Agreement and, accordingly, all references in the Joint Powers Agreement to the Agency shall be deemed to be references to the Housing Authority. Section 2. Technical Amendments. (a) Section 1 of the Joint Powers Agreement is hereby amended to add the following definition: Housing Authority The term "Housing Authority " means the Housing Authority of the City of Palm Springs. (b) Section 17 of the Joint Powers Agreement is hereby amended to add the following sentence to the end of the Section: "Whenever in this Agreement an approval of the Housing Authority is required, it shall be given by resolution duly adopted by the Commissioners of the Housing Authority." (c) Section 18 of the Joint Powers Agreement is hereby amended to read to add the following sentence to the end of the Section: "Notices to the Housing Authority hereunder shall be sufficient if delivered to Secretary of the Housing Authority" Section 3. Effect of Amendment. The Joint Powers Agreement shall remain in effect, and the Authority shall continue its existence as a joint exercise of powers agency under the laws of the State of California, at all times following the execution and delivery of this Second Amendment, notwithstanding the dissolution of the Former Agency and the removal of the Successor Agency as a member of the Authority. Section 4. Effective Date. This Second Amendment shall take effect immediately upon the execution and delivery hereof by the City, the Successor Agency and the Housing Authority. Section 5. Execution in Counterparts. This Second Amendment 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. 2 Section 6. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. CITY OF PALM SPRINGS By. City Ma ATTEST: By. City Clerk APPROVE/� O FORM: Ap (. A agy3 BY: / - ity Attorney SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: Palm Springs City er as Chief Administrative Officer Successor Agency to the City of Palm Springs Community Redevelopment Agency ATTEST: By: Palm Springs City Clerk as Secretary Successor Agency to the City of Palm Springs Community Redevelopment Agency APPROVED T FORM: By: Ge al Counsel 3 HOUSING AUTHORITY OF THE CITY OF PALM SPRINGS By: Executive Dire r ATTEST: By: Secretary APPROVED AS ORM: By: BY RES. NO.Qh!0 Gen I Counsel 4 1 ~ CRA Joint Powers Agr AGREEMENT /263C AMEND 1 R1137, 7-5-01 AMENDMENT TO JOINT EXERCISE OF POWERS AGI?U- :,,,n,N i THIS AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT ("Agreement") dated as of July 5, 2001, by and between the CITY OF PALM SPRINGS, a municipal corporation duly organized and existing under the laws of the State of California ("City"), and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, duly organized and existing under the laws of the State of California("Agency"); WITNESSETH: WHEREAS, the City and the Agency entered into a Joint Exercise of Powers Agreement (the "1991 Agreement'), dated as of February 1, 1991, pursuant to Article I and 2 of Chapter 5 of Division 7 of Title 1 of the Government Code of California; and WHEREAS, Section 4 of the Agreement created the City of Palm Springs Financing Authority (the "Authority"); and WHEREAS, Section 3 of the Agreement provides that the Agreement shall become effective as of the date thereof and shall continue in full force and effect until February 1, 2020, unless extended or earlier terminated by a supplemental agreement of the Agency and the City; and WHEREAS, the City Council and the Agency have each found and determined that it is within their respective authority and is a public purpose that they each approve the extension of the Agreement for the purpose of avoiding a conflict with the term of any debt instruments that the Authority has issued or may issue; NOW, THEREFORE, the City and the Agency, for and in consideration of the mutual promises and agreements herein contained, and for other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, do agree as follows: SECTION 1. Section 3, entitled "Term" of the 1991 Agreement is hereby amended in its entirety to read as follows: "SECTION 3. TERM This Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by a supplemental agreement of the Agency and the City." SECTION 2. 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. IR V#12709 v 1 -1- IN WITNESS WHEREOF, the City and the Agency have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written. CITY OF PALM SPRINGS -io. K�Q • l A • Mayor ATTEST: PROVED BY THE: CITY COUNCIL City Clerk a9s3 COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Chairperson ATTEST: A=PtcB'vEr L a ' t etriwo�EUe�11TT REDEV. ecretary AGENCY 3Y REaS_ J0. 1137 7- IRV q 12709 v 1 _2_ 1 Jt. Exercise of Powers Agr. • btwn City of PS and CRA Create PS Financing Authority AGREEMENT #2953(City) & 263 R17418 & R749, 2-6-91 JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND THE REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS JOINT EXERCISE OF POWERS AGREEMENT THIS AGREEMENT, dated as of February 1, 1991, by and between the CITY OF PALM SPRINGS, a municipal corporation duly organized and existing under the laws of the State of California (herein called the "City") , and the REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic, duly organized and existing under the laws of the State of California (herein called the "Agency" ) . W I T N E S S E T H: WHEREAS, Articles 1 and 2 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California authorize the City and the Agency to create a joint exercise of powers entity (herein cabled the "City of Palm Springs Financing Authority" or the "Authority") which has the power to jointly exercise any powers common to the City and the Agency; and WHEREAS, the City and the Agency are each empowered by law to undertake projects and programs for the benefit of the City and the Agency; and WHEREAS, the City is authorized to acquire property and public improvements, to lease its property for the purpose of having constructed thereon public improvements and to leaseback said property .and public improvements, to issue bonds, expend bond proceeds, and borrow money for certain public purposes pursuant to the Government Code of the State of California; and WHEREAS, pursuant to Section 33445 of the Health and Safety Code of the State of California, the Agency is authorized to acquire property and to construct public improvements for the benefit of the Agency and the City, to issue bonds, expend bond proceeds, and borrow money for any of its corporate purposes pursuant to the provisions of the Community Redevelopment Law of the State of California, being Part I of Division 24 commencing at Section 33000 of the Health and Safety Code of the State of California, as amended; and WHEREAS, Article: 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Marks-Roos Local Bond Pooling Act of 1985") authorizes and empowers the Authority to issue its bonds and to purchase bonds . issued by the City or the Agency for financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, and to refund the outstanding Authority bonds, City bonds, Agency bonds; and WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so purchased to public or private purchasers at public or negotiated sale; and 01/02/91 3202u/2168/07 -2- WHEREAS, by this Agreement, the City and the Agency desire to create and establish the City of Palm Springs Financing Authority for the purposes set forth herein and to exercise the powers described herein; NOW, THEREFORE, the City and the Agency, 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 terms defined in this Section ]L shall for all purposes of this Agreement have the meanings herein specified. Act The term "Act" means the Community Redevelopment Law of the State of California, being Part I of Division 24, commencing at Section 33000, of the Health and Safety Code of the State of California, as amended, and all laws amendatory thereof or supplemental thereto. Agency The term "Agency" shall mean the Redevelopment Agency of the City of Palm Springs, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. Authority The term "Authority" shall mean the City of Palm Springs Financing Authority created by this Agreement. O1/02/91 3202u/2168/07 -3- • o Board or Board of Directors The term "Board" shall mean the governing board of the Authority. Bond Purchase Agreement The term "Bond Purchase Agreement" shall mean an agreement of the Authority to purchase Bonds of the Agency or the City solely from funds received from the Authority' s simultaneous sale of such Bonds to the purchaser or purchasers named therein, on the terms and conditions set forth therein. Bonds The term "Bonds" shall mean bonds of the Agency or the City. City The term "City" shall mean the existing municipal corporation known as the City of Palm Springs, a city duly organized and existing under and by virtue of the laws of the State of California. Council The term "Council" shall mean the governing body of the City. Councilperson The term "Councilperson" shall mean the person holding the office of a councilperson on the City Council . Law The term "Law" shall mean Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of 01/02/91 3202u/2168/07 -4- the State of California (Sections 6500-6599) , including the Marks-Roos Local Bond Pooling Act of 1985, as amended. Mayor The term "Mayor" shall mean the person holding the position of Mayor of the City. SECTION 2. PURPOSE This agreement is made pursuant to the Law and for the purpose of assisting the City and the Agency in providing for the financing, acquisition, construction and rehabilitation of public improvements for the benefit of the lands and inhabitants of the City Find the Agency, including but not limited to the acquisition of land for the benefit of the Palm Springs Regional Airport and the construction of improvements to the Palm Springs Regional Airport. SECTION 3. TERM This Agreement shall become effective as of the date hereof and shall continue: in full force and effect until February 1, 2020, unless extended or earlier terminated by a supplemental agreement of' the Agency and the City. SECTION 4. AUTHORITY A. Creation of Authority There is hereby created pursuant to the Law an agency and public entity to be known as the "City of Palm Springs Financing Authority." As provided in the Law, the Authority shall be a public entity separate from the City and the Agency. The debts, liabilities and obligations of the O1/02/91 3202u/2168/07 -5- Authority shall not constitute debts, liabilities or obligations of the City or the Agency. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of the State of California in the manner set forth in Election 6503 .5 of the Law. B. Governing Eloard The Authority shall be administered by the Board whose members shall be the members of the City Council and and the Mayor. Unless a vacancy in the office occurs as herein provided, the terms of office of each member of the Board shall be for the same term as that person serves as a member of the City Council and the Mayor. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, loss of that person' s position as a member of the City Council or Mayor by election, or if the authorized number of members is increased. Vacancies in the Board shall be filed by the new member of the City Council or Mayor who takes the position vacated by the former Councilperson or Mayor. Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member of the Board. The Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose. 01/02/91 3202u/2168/07 -6- 0 O C. Meetings of Board (1) Regu:Lar Meetings . The Board shall hold its first meeting on Narch 6 , 199 1 at the hour of 7_30 p .m. at 3200 E. Tahquitz-McCallum Way, Palm Springs, California 92262 , and, by resolution may provide for the holding of regular meetings . The hour and place at which regular meetings shall be held shall be fixed by resolution of the Board. (2) Legal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of` the Government Code of the State of California (Sections 54SI50-54961) ) or any successor legislation hereinafter enacted. (3) Minut:es . The secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency. (4) QuorLM. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. D. Officers; Duties ; Bonds (1) The Board shall elect a chairman of the Authority and a vice-chairman of the Authority from among its members and shall appoint a secretary of the Authority who may, but need not, be a member of the Board. O1/02/91 3202u/2168/07 -7- • o (2) The Treasurer of the City is hereby designated as Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary 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 Law. (3) The _ Director of Finance & Treasurer of the City, who performs the functions of auditor and controller for the City, 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 Law. The Controller shall draw warrants to pay demands against the Authority when the demands have been approved by the Authority. (4) The members of the City shall determine the - charges to be made against the Authority for the services of the Treasurer and Controller . (5) The Treasurer and Controller of the Authority are designated as the public officers or persons who have charge of, handle, or have access to any property of the Authority, and each such officer shall file an official bond in the amount of $25,000 as required by Section 6505 . 1 of the Law; provided, that such bond, shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than $500. 01/02/91 3202u/2168/07 -8- O (6) The Treasurer and Controller of the Authority are hereby authorized and directed to prepare or cause to be prepared: (a) a special audit as required pursuant to Section 6505 of the Government Code of the State of California every year during the term of this Agreement; and (b) a report in writing on the first day of July, October, January, and April of each year to the Board, the City and the Agency which report shall. describe the amount of money held by the Treasurer and Controller of the Authority for the Board, the amount of receipts since the last such report, and the amount paid out since the: last such report. (7) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants . SECTION 5. POWERS The Authority shall have all of the powers set forth in the Law, including the following: (1) to acquire, lease and sell any real or personal property; (2) to construct, reconstruct, repair and :improve any real or personal property; (3) to exercise all powers set forth in the Marks-Roos Local Bond Pooling Act of 1985; (4) to make and enter into contracts; (5) employ agents and employees; (6) to issue revenue bonds; (7) to sue and be sued in its own name; and (8) to purchase, with the amounts received or to be received by it pursuant to a Bond Purchase Agreement, Bonds issued by the Agency or the City at public or negotiated sale, for the purposes set forth in Section 2 hereof. Any such Bonds so purchased may be held by 01/02/91 3202u/2168/07 -9- • o the Authority or sold to public or private purchasers at public or negotiated sale, in whole or in part. The Authority shall set any other terms and conditions on any purchase or sale contemplated herein as it: deems to be necessary, appropriate and in the public interest, in furtherance of the Law. Such powers shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City in the exercise of similar powers, as provided in Section 6509 of the Law. Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof. SECTION 6. TMIINATION OF POWERS The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the City and the Agency shall have mutually rescinded this Agreement., SECTION 7. FISCAL YEAR Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to the following June 30 . O1/02/91 3202u/2168/07 -10- • O SECTION B . DISPOSITION OF ASSETS At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the City, subject to Section 9 hereof. SECTION 9. CONTRIBUTIONS AND ADVANCES Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of making such advance. It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or the Agency may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. SECTION 10. AGREEMENT NOT EXCLUSIVE This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail. O1/02/91 3202u/2168/07 -11- SECTION 11. 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 Agency and their representatives . SECTION 12 . CONFLICT OF INTEREST CODE The Authority by resolution shall adopt a Conflict of Interest code as required by law. SECTION 13 . BREACH If default shall be made by the City or the Agency in any covenant contained in this Agreement, such default shall not excuse either the City or the Agency from fulfilling its obligations under this Agreement and the City and the Agency shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Agency hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Agency hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. O1/02/91 3202u/2168/07 -12- 0 u SECTION 14 . SEVERABILITY Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. SECTION 15. SUCCESSORS; ASSIGNMENT This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties . Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. SECTION 16. AMENDMENT OF AGREEMENT This Agreement may be amended by supplemental agreement executed by the City and the Agency at any time. SECTION 17. FOR}+4 OF APPROVALS Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of the Agency, by resolution duly and regularly adopted by the members of the Agency, and, in the case of the City, by resolution duly and regularly adopted by the City Council of the City, and, in the case of the Authority, by resolution duly and regularly adopted by the Board. Whenever .in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. O1/02/91 3202u/2168/07 -13- 0 0 SECTION 18. NOTICES Notices to the City hereunder shall be sufficient if delivered to the City Clerk of the City Council . Notices to the Agency hereunder shall. be sufficient if delivered to the Secretary of the Agency. SECTION 19. SECTION HEADINGS All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. CITY OF PALM S , INGS Mayor I ATTEST: Cl the City of pp(Z(SVEL� BY TFf� CITY COUNCIL Palm Springs BY RES. NO. /'7' �A,;? GS3 APPROVED AS TO F RM: City A o ney REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS C airman ATTEST:- %- (` APPROVE? BY :HE 4CMMU.4"Y tWk Secrlet-ary of the Redevelopment A�rE�{;�Y Via, E' C, 7C Agency of the City of Palm Springs APPROVED S T FORM: Genera unsel O1/02/91 3202u/2168/07 -14-