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HomeMy WebLinkAboutReso. 1989-233 - Authorizing the execution and delivery of a joint exercise RESOLUTION NO. ..1 � RESOLUTION OF THE CITY OF REDDING AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF REDDING AND THE MODESTO IRRIGATION DISTRICT AND APPROVING THE FINANCING THROUGH THE MODESTO IRRIGATION DISTRICT FINANCING AUTHORITY OF NOT TO EXCEED $40, 000, 000 AGGREGATE PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION FOR THE MODESTO IRRIGATION DISTRICT ( 1989 MAIN CANAL TUNNEL AND CAPITAL IMPROVEMENTS PROJECT) WHEREAS, Article 1 of Chapter 5 of Division 7 of i Title 1 of the Government Code of the State of California (the "Act" ) authorizes and empowers the City of Redding (the "City" ) "District" ) and the Modesto Irrigation District (the District„ ) to form a joint powers authority and 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 such an authority to cause to be issued certificates of participation for the purpose of financing public capital improvements, working capital, liability and other insurance needs or projects whenever there are significant public benefits as determined by the local agency; and WHEREAS, the City and the District desire to create r and establish, pursuant to the laws of the State of California, the Modesto Irrigation District Financing Authority (the "Authority" ) for the purpose of financing the ` acquisition, installation and improvement of certain generation, transmission and distribution facilities and I h �F, 3807H • r1 r 1 . 4 administration facilities and equipment ,of the District (the "Project" ) ; and 1 � I WHEREAS, there has been presented to this meeting a proposed form of Joint Exercise of Powers Agreement, dated as of July 1, 1989 (the "Joint Powers Agreement" ) , by and between I the City and the District, which Joint Powers Agreement , creates and establishes the Authority; and WHEREAS, the City has determined that it is desirable and furthers the public purpose and that there are significant public benefits to be derived from securing the assistance of the Authority in financing the Project in that { the City and the District will benefit from demonstrable savings in the cost of financing the Project as a result of I their participation in the Authority and the financing of the Project by the Authority pursuant to the Marks-Roos Local Bond Pooling Act of 1985; and jp WHEREAS, in order to achieve such public purpose, the City desires to approve the financing of the Project by the Authority through the issuance of not to exceed $40, 000, 000 in aggregate principal amount of Certificates of III Participation for the Modesto Irrigation District ( 1989 Main ! Canal Tunnel and Capital Improvements Project) (the t ! "Certificates" ) ; WHEREAS, pursuant to the Act the City shall not be obligated in any way for the debts, liabilities and obligations of either the Authority or the District as { 2 3807H I. I lig specified in the Joint Powers Agreement, and the obligation to repay the Certificates is secured by a pledge of revenues derived from the installment payments to be made by the District and for which the City has no obligation whatsover, and which limitation on liability of the City is in accordance with California Government Code Section 6508. 1; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redding as follows : I ;'. Section 1 . The City Council hereby finds and �. I determines that the execution and delivery of the Joint Powers ' I Agreement and the consummation of the transactions contemplated therein shall result in significant public benefits to the City in that the District and the City expect E!' to benefit from demonstrable savings in costs related to financing public capital improvements, including the Project, under the Marks-Roos Local Bond Pooling Act of 1985 . II Section 2 . The proposed form of Joint Powers II Agreement, on file with the City Clerk of the City and incorporated by reference as if fully set forth herein, is hereby approved. The Mayor of the City is hereby authorized to execute, and the City Clerk of the City is hereby authorized to countersign and deliver, the Joint Powers Agreement, in substantially said form with such changes therein as shall be approved by the City Attorney of the City and by the Mayor executing the same, with such execution to constitute conclusive evidence of such officer' s approval and ii 3 I 3807H r • � I the City' s approval of any changes or revisions therein from Ithe form of Joint Powers Agreement on file with the City Clerk , � of the City. ;j I ' lg• Section 3 . The City of Redding hereby approves the I issuance through the Modesto Irrigation District Financing 1 ' Authority of not to exceed $40, 000, 000 aggregate principal Eamount of Certificates of Participation for the Modesto Irrigation District ( 1989 Main Canal Tunnel and Capital ' l Improvements Project) ; provided, that in accordance with the Act and the Marks-Roos Local Bond Pooling Act of 1985, I .11 including but not limited to California Government Code I L Section 6508. 1 and Section 2 of the Joint Powers Agreement, all responsibility for the payment of the principal and j, interest represented by the Certificates and any other amounts j of any description resulting from or related in any way to such Certificates shall be of the responsibility of the District and the City shall have no responsibility therefor. S • i ' „ � I 11 is II i ! 1 4 i 3807H . a Section 4. This resolution shall take effect !l immediately upon its adoption. } PASSED AND ADOPTED on Ju 11 5 , 1989, by the following vote: AYES: Buffum, Dahl , Fulton, Johannessen, & Carter NOES: None i Ir ABSENT: None • � - L Mayor of the City of Redding Countersigned: City Clerk of the City of Redding FOR APPROVED CITY LEGAL DEPT. 5 3807H � s s • CITY CLERK' S CERTIFICATE I , Ethel A. Nichols, City Clerk of the City of Redding do hereby certify as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the City Council of the City of Redding at a 1 Ci special meeting of said City Council duly and regularly and legally held at the City of Redding, California, on July 5 , 1989, of which all of such City Council members had due notice, as follows: AYES: Buffum, Dahl , Fulton, Johannessen, & Carter NOES: None ABSENT: None An agenda of said meeting was posted at least ' ' 72 hours before said meeting at 760 Parkview Avenue I Redding, California 96001 , a location freely accessible to IL members of the public, and a brief description of said Hj resolution appeared on said agenda. I have carefully compared the foregoing 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. Ij 6 3807H � i 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: July 5 , 1989 . Ili Ethel A. Nic ols, City Clerk City of Redding I , I ! < < I 11 . I l II i , j I I 7 11 3807H il. I • OH&S 6/12/89 JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN MODESTO IRRIGATION DISTRICT AND THE CITY OF REDDING fi P , I it I it iI YI � I r'; 34471 A II JOINT EXERCISE OF POWERS AGREEMENT I THIS JOINT EXERCISE OF POWERS AGREEMENT, dated as of I i July 1 , 1989 (herein called the "Agreement" ) , by and between the MODESTO IRRIGATION DISTRICT, an irrigation district duly i! organized and existing in the State of California, under and by virtue of the laws of the State of California (herein I� I called the "District" ) and the CITY OF REDDING, a municipal corporation duly organized and existing in the State of • California, under and by virtue of the Constitution and the I I. laws of the State of California (herein called the "City" ) ; WITNESSETH: A A WHEREAS, Article 1 .of Chapter 5 of Division 7 of ' I. Title 1 of the Government Code of the State of California i• I" authorizes the City and the District to create a joint ! exercise of powers entity (herein called the "Modesto Irrigation District Financing Authority" or the "Authority" ) which has the power to jointly exercise any powers common to the City and the District; ii WHEREAS, the City and the District are each empowered by law to contract for public capital improvements, working capital, liability and other insurance needs, or . I projects whenever there are significant public benefits, as ', i , determined by the City and the District; 34471 ii 4111 1111 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 enter into contracts to assist the District and the City in financing public capital improvements, working capital, liability and other insurance II needs, or projects whenever there are significant public benefits, as determined by the City or the District; WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to issue and sell bonds to public or private purchasers at public or 1, j negotiated sale for financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as li determined by the City or the District; and f' WHEREAS, by this Agreement, the City and the District desire to create and establish the Modesto Irrigation District Financing Authority for the purposes set forth herein and to exercise the powers described herein; NOW, THEREFORE, the City and the District, for and in consideration of the mutual promises and agreements herein l contained, do agree as follows: SECTION 1 . DEFINITIONS Unless the context otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. 2 34471 Yi ii 4111 I 1 Authority The term "Authority" shall mean the Modesto Irrigation District Financing Authority created by this Agreement. ,I Board The term "Board" shall mean the governing board of the Authority. City The term "City" shall mean the existing municipal corporation known as the City of Redding, a city duly I organized and existing under and by virtue of the Constitution and laws of the State of California. District , � . The term "District" shall mean the Modesto Irrigation District, an irrigation district, duly organized and existing under and by virtue of the laws of the State of California. Law The term "Law" shall mean Articles 1, 2, 3 and 4 of j Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (Sections 6500-6599) , including the Marks-Roos Local Bond Pooling Act of 1985, as amended. SECTION 2 . PURPOSE This Agreement is made pursuant to the Law to provide for the joint exercise of powers common to the City and the District. The City and the District are each 3 34471 EI. I l • Ip 40 1 empowered by the laws of the State of California to exercise the powers specified in the recitals herein, and these powers shall be jointly exercised for the purpose of financing and contracting for public capital improvements in accordance with the Law, including the refinancing of prior indebtedness and acquiring, selling and financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the City or the District, as appropriate, by exercising the powers referred to in the recitals hereof and described in Section 5 herein. iI The Authority will fulfill the purposes of this Agreement by entering into contracts with the City or the District and by undertaking the sale and issuance of bonds, from time to time, in accordance with the Law, The City and I , � I the District hereby agree that any obligations incurred or any bonds issued by the Authority shall not constitute general obligations of the Authority but shall be payable solely from the moneys pledged to the repayment of such obligations or the repayment of principal of or interest on such bonds under the terms of the resolution, indenture, trust agreement, contract or other instrument pursuant to which the obligation is incurred or the bonds are issued. Pursuant to Section 6508. 1 liof the Law, the City and the District may separately contract for specific debts, liabilities or obligations of the Authority. In the event either the City or the District it4 34471 i;I • I separately contract for specific debts, liabilities or obligations, the member of this Authority not party to such I t , Ili contract shall not be liable or responsible for such debts, liabilities or obligations of the Authority. ri SECTION 3 . TERM This Agreement shall become effective as of the date hereof and shall continue in full force and effect until August 1, [ 2019 ] , unless extended or earlier terminated by a supplemental written agreement of the City and the District; provided, however, that in no event shall this Agreement terminate while any obligation of the Authority remains unpaid or any bonds of the Authority remain outstanding under the terms of the contract or other instrument pursuant to which 1 such obligation is incurred or such bonds are issued. In any event, the Authority shall cause all records regarding its formation, existence, contractual obligations, bonded indebtedness and proceedings pertaining to its termination to I 1 be retained for at least six years following termination of ! the Authority or final payment of any obligation incurred by the Authority or bonds issued by the Authority, whichever is 1r later. 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 "Modesto Irrigation District Financing Authority. " As provided in the Ii II 5 34471 � II i Law, the Authority shall be a public entity separate from the City and the District. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the District. Within 30 days after the effective date of this II ffI Agreement or any amendment hereto, the Authority shall cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State of California in the manner set forth in Section 6503 . 5 of the Law. Ifs B. Governing Board �II The Authority shall be administered by the Board, which shall consist of the members of the Board of Directors of the District. The term of office of any member of the ltl Board shall be equivalent to such member' s term of office on the Board of Directors of the District. Members of the Board shall not receive any IIcompensation for serving as such, but shall be entitled to 1 reimbursement for any expenses actually incurred in connection with serving as a member if the Board and the District shall determine that such expenses shall be reimbursed and there are { unencumbered funds available for such purpose. C. Meetings of Board ( 1 ) Regular Meetings. The Board shall hold at least one regular meeting each year, and, by resolution, may provide for the holding of regular meetings at more frequent ! 6 34471 ' if i 111 , 11 • 111 intervals. The date upon which, and the hour and place at which, each such regular meeting 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 SII provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of X81 Division 2 of Title 5 (Sections 54950-54961 ) of the Government Code of the State of California) or any successor legislation hereinafter enacted. (3 ) Minutes. 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 District. (4) Quorum. 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 ' I from time to time. D. Officers; Duties ( 1) The President of the Board of Directors of the District shall serve as chairperson of the Authority and the Vice-President of the Board of Directors of the District shall serve as vice-chairperson of the Authority. The Board shall by resolution appoint a secretary of the Authority. (2 ) The Treasurer of the District is hereby designated as Treasurer of the Authority. Subject to the { 7 34471 l � � I I Ilh 1 � I I i applicable provisions of any indenture, trust agreement or j 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 Treasurer of the District, who performs the functions of auditor and controller for the District, 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 checks to pay demands against the Authority when the demands have been approved by the Authority. (4) The District shall determine the charges ii • / to be made against the Authority for the services of the Treasurer and Controller. (5) The Treasurer and Controller of the i'. Authority 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 Ei 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 'I. value of greater than $500. 00. 8 34471 Ili ' 0 . ' ' fl . • . • % (6) The Treasurer and Controller of the Authority is hereby authorized and directed to prepare or cause to be prepared: i • (a) a special audit as required pursuant to Section 6505 of the Government Code of the State of ,i California every year during the term of this Agreement; and (b) a report in writing on the first day of January, April, July and October of each year (commencing October 1, 1989) to the Board, the City and the District 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 I paid out since the first such report. (7 ) The Board shall have the power to appoint such other officers and employees as it may deem necessary and 4 � to retain independent counsel, consultants and accountants. 1 SECTION 5 . POWERS The Authority shall have the power to enter into ' contracts and to issue bonds to assist the City and the District in financing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the District or the City, as appropriate, all in accordance ' with the Law. • The Authority is authorized, in its own name, to do all acts necessary or convenient for the exercise of said 9 34471 ` V � ; i 1 II ' 111 powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to 1 employ agents and employees; to acquire, hold or dispose of property; to incur debts, liabilities or obligations (which do II not constitute debts, liabilities or obligations of the City or the District or each of them) ; and to sue and be sued in its own name. The Authority shall also have the power to issue any other forms of indebtedness authorized by Law in accordance with provisions of the Law for such purposes. !! Such power 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, except, however, nothing li herein shall limit the powers of the Authority under the Marks-Roos Local Bond Pooling Act of 1985 . 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 III ff [ purposes set forth in Section 2 hereof. SECTION 6. TERMINATION OF POWERS The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement as provided in Section 3 or until the City and the District shall have mutually rescinded this Agreement; I I provided, however, that in no event shall this Agreement be terminated or rescinded while any obligation of the Authority 10 34471 � o PIS • • 1 remains unpaid or any bonds of the Authority remain outstanding under the terms of the contract or other • instrument pursuant to which the obligation is incurred or the i bonds are issued. SECTION 7. FISCAL YEAR , E; 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.ti SECTION 8. DISPOSITION OF ASSETS � At the end of the term hereof or upon the earlier ` Vj termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to I+: II the respective grantors or assignors thereof and any surplus money on hand shall be returned to the City or the District in 1 , proportion to their respective contributions to the Authority pursuant to Section 9 hereof. SECTION 9. CONTRIBUTIONS AND ADVANCES 1I1 Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority } by the City and the District for any of the purposes of this � I 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 District, as the case may be, 11 34471 9 o •1I • and the Authority at the time of making such advance. It is mutually understood and agreed that neither the City nor the '1 ! District 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 I,I � so. The City or the District may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. After termination of this Agreement pursuant to Section 3, any surplus money in possession of the Authority shall be returned to the City and I I the District in proportion to the unreimbursed contributions II � I each has made. (( I ! , 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 District, except as the terms of this Agreement may conflict therewith, in which case the terms of this Agreement shall prevail . • 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 ii District and their representatives. The Authority shall give I an audited written report of all financial activities for each 12 34471 41 ' I Iii o 111 fiscal year to the City and to the District within 150 days after the close of each fiscal year. So long as required by Section 6505 .6 of the I , i Government Code of the State of California, the Controller of it the Authority shall either make, or contract with a certified public accountant or public accountants 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 the accounts and records is made by a certified public accountant or public accountants, a report thereof shall be filed as public records with the City, { the District and, if required by Section 6505.6 of the Government Code of the State of California, with the County Auditor/Controller of the County of Shasta and the County 11' [Auditor/Controller] of the County of Stanislaus. Such report shall be filed within 12 months of the end of the fiscal year or years under examination. Any costs of the audit, including contracts with, or employment of, a certified public accountant or public accountants, in connection with making an audit pursuant to this section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose and, in the event there are no such 11 f , 13 34471 O Ir I . • ; I funds, shall be a charge against the City and the District in proportion to the amount designated as principal of any obligation incurred and principal amount of any bonded indebtedness incurred by the Authority, as appropriate, on behalf of the City and the District. In any year the Authority may, by unanimous request of the Board, replace the annual special audit with an audit covering a two-year period. 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 District in any covenant contained in this Agreement, such default shall not excuse either the City or the District from fulfilling its obligations under this Agreement and the City and the District shall continue to be liable for the performance of all conditions herein contained. The City and the District hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the District 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. 14 34471 • f • 11) i I SECTION 14. SEVERABILITY 11 �i Should any part, term, or provision of this ' II E ' Agreement be decided by the courts to be illegal or in ' conflict with any law of the State of California, or otherwise I 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 tl to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign I 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 District at any time to provide for the financing of public capital improvements, working capital, liability and other insurance needs, or 1 �I projects whenever there are significant public benefits, as i! determined by the City and the District in accordance with the Law or for any other purpose; provided, however, that in no kevent shall this Agreement terminate while any obligation incurred by the Authority or any bonds of the Authority remain outstanding under the terms of a contract or other instrument pursuant to which such obligation is incurred or such bonds are issued. 15 34471 I 1 , tI SECTION 17 . FORM OF APPROVALS Whenever an approval is required in this Agreement, + unless the context specifies otherwise, it shall be given, in the case of the District, by resolution duly and regularly adopted by the members of the Board of Directors of the District, 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. ! ( ' SECTION 18. SECTION HEADINGS I , 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. ip I ' I 1 11 ' I r� I � fl 16 34471 s I I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above { written. CITY OF REDDING By SCOTT CARTER, Mayor [ SEAL] �. ' p, Attest: I y 1 City Clerk MODESTO IRRIGATION DISTRICT tl By President it I ' SEAL] ATTEST: Secretary 17 34471