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HomeMy WebLinkAboutFin SRJPFA ByLawsciry of Agenda Item No: 1 Meeting Date: March, 18, 2013 SAN RAFAEL JOINT POWERS FINANCING AUTHORITY Department: Finance Prepared by: Mark Moses, Treasurer City Manager Approval� , RAFAEL JOINT POWERS FINANCING AUTHORITY APPROVING AMENDED AND RESTATED BY-LAWS RECOMMENDATION: ADOPT RESOLUTION. BACKGROUND: The San Rafael Joint Powers Financing Authority (the "SRJPFA") was formed in April 1992 pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City of San Rafael and the San Rafael Redevelopment Agency ("the Agency"). Upon the dissolution of the Agency on February 1, 2012, the City of San Rafael, in its role as successor agency, succeeded the Agency as a member of the SRJPFA. Certain provisions contained in AB 1484, the redevelopment trailer bill (the "Trailer Bill"), have an impact on the bonds issued in July 2012 to reduce debt service on the 2003 Parking Bonds, as well as on future debt transactions conducted through the SRJPFA. The Trailer Bill contains a provision that calls for the disposal of all remaining assets and termination of the Successor Agency within one year of the final debt payment. The debts of the Agency are currently scheduled to mature on December 1, 2022; thus, the Agency's successor agency, under Section 34187(b), would cease to exist on or before December 1, 2023. California law requires at least two parties to form ajoint exercise of powers agency (joint powers authority). While it is unclear, it is possible that if one of the two members of a joint powers authority no longer exists, the joint powers authority itself would cease to exist. If the SRJPFA ceases to exist upon the dissolution of the Agency's successor agency on December 1, 2023, this would create both State law and federal tax law issues. From a State law perspective, the leases that provide the security for the 2012 Parking Refunding Bonds might terminate, and there might therefore be no obligation on the part of the City to make the lease payments necessary to pay debt service on the 2012 Bonds. From a federal tax law perspective, there would no longer be a political subdivision serving as the issuer of the 2012 Bonds, thereby calling into question the tax-exempt status of the 2012 Bonds. As a result, the City provided FOR CITY CLERK ONLY File No.: ;5k_--jPFA — SRFA Meeting: b �Z.>_ 0 1 Disposition: ce7-'�CD 1- 0 11-4,1013 - 011 SAN RAFAEL JOINT POWERS FINANCING AGENDA REPORT / Page: 2 assurance that the dissolution of the successor agency, in and of itself, would not cause the dissolution of the SRJPFA by refunding all but $5,000 of the 2003 Bonds maturing on April 1, 2033. By structuring the refunding in this manner, the SRJPFA has assured that its existence will continue until the final maturity of the 2012 Bonds. ANALYSIS: The City is interested in redeeming the final $5,000 of the 2003 Bonds prior to April 1, 2033, in order to avoid the cost and administrative burden of keeping them outstanding for such a long period. Absent a statutory change that makes clear that the SRJPFA does not dissolve upon dissolution of the Agency's successor agency, it will be able to do so only if it finds another member for the SRJPA and amends the JPA Agreement. In addition, it is unlikely that the City will be able to successfully use the SRJPA for any new issuances, until a replacement member for the Successor Agency is established. The City has applied for membership in, and been accepted by, the California Municipal Finance Authority (CMFA), an organization whose mission is "to support economic development, job creation and social programs throughout the State." One of the roles CMFA performs for its members is to assist with the formation of joint powers financing authorities. Recently, it helped the Town of Fairfax form such a JPA to issue general obligation bonds approved by the town's voters in 2009. CMFA has agreed to replace the Successor Agency on the SRJPA, thus permitting the SRJPA to continue beyond the termination of the Successor Agency. The City of San Rafael, Successor Agency and Successor Agency Oversight Board have approved in separate actions the Amended and Restated Joint Exercise of Powers Agreement, which provides for the replacement of the Successor Agency with the CMFA. The CMFA will have approved the Amended and Restated Joint Exercise of Powers Agreement prior to this meeting, thereby finalizing that Agreement. The Authority's approval of the attached Amended and Restated By -Laws will complete the process. FISCAL IMPACT: There is no fiscal impact to the Authority related to this action. ACTION REQUIRED: Adopt Resolution. ATTACHMENTS Resolution (including Exhibit A. Amended and Restated By -Laws) Amended and Restated Joint Exercise of Powers Agreement RESOLUTION NO. 2013-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN RAFAEL JOINT POWERS FINANCING AUTHORITY APPROVING BY- LAWS AND CERTAIN RELATED MATTERS WHEREAS, the San Rafael Joint Powers Financing Authority (the "Authority") has been formed under a Joint Exercise of Powers Agreement dated April 20, 1992, between the San Rafael Redevelopment Agency (the "Agency") and the City of San Rafael (the "City"), as amended and restated in its entirety by the Amended and Restated Joint Exercise of Powers Agreement dated as of March 18, 2013, among the City, the California Municipal Finance Authority (the "CMFK) and the City of San Rafael, as successor to the San Rafael Redevelopment Agency (the "Successor Agency"); and WHEREAS, the Board of Directors of the Authority now desires to revise its existing by-laws and desires to adopt amended and restated by-laws governing the operation of the Authority; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the San Rafael Joint Powers Financing Authority as follows: Section 1. Adoption of By -Laws. The Amended and Restated By -Laws attached hereto as Exhibit A (the "By -Laws") are, as of the date hereof, adopted as the by-laws of the Authority. Section 2. Effective Date. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED by the Board of Directors of the San Rafael Joint Powers Financing Authority at a special meeting thereof held on the 18th day of March, 2013. AYES: MEMBERS: Colin, Connolly, Heller, McCullough & Chairman Phillips NOES: MEMBERS: None I,TcT.yXIIIMI I0LTA 11:4Z;B ■►[:TiT� rt Esther C. Beirne Secretary AMENDED AND RESTATED BY-LAWS [slafl] SAN RAFAEL JOINT POWERS FINANCING AUTHORITY Adopted March 18, 2013 13048.01 ARTICLE THE AUTHORITY Section 1.1. Name. The official name of the Authority shall be the ^8mn Rafael Joint POVVe[S Financing Authority." The Authority was iOhi@|b created pursuant to the Joint Exercise of Powers Agreement, dated April 20. 1992. between the Sen Rafael Redevelopment Agency (the "Aoenuy^\ and the City of San F{ehae| (the ^City^), as amended and restated in its entirety by the Amended and Restated Joint Exercise ofPowers Agreement dated as March 18. 2013. among the City, the California Municipal Finance Authority (the ''CK8FA^) and the City of San Rafee|, as successor tothe San Rafael Redevelopment Agency (the "Successor Agency^\. Section 1.2. Authority Board Members. The Authority shall be administered by a governing board of directors (the "Board") that shall consist of five members of the City Council of the City (the ^QLy Council"). The term of office as o member of the Board shall terminate when such member of the Board shall cease to hold its respective office on the City Counoi|, and the nuumaamor to such member of the City Council shall become m member of the Board, upon assuming such office. Section 1.3. {}ffkze. The business office ofthe Authority shall be the City Hall ofthe City, ormtsuch other place oemay bedesignated bythe Board. Section 1.4. Compensation. Board members shall serve without compensation by the Authority. Board members shall receive compensation or reimbursement of expenses by the City in the same manner as other duties performed in the course of service to City. Section 1.5. Conflicts of Interest. The Authority shall adopt the City's Conflict of Interest Code aSits Conflict ofInterest Code. ARTICLE 11 OFFICERS Section 2.1. Officers. The Officers of the Authority shall be the Chair, Vice Chair, Executive Director, Secretary and Treasurer and Controller. Section 2.2. Chair. The Chair of the Authority shall be the member who is the yW8yO[ Of the City. The term of office shall be the same as the term of the Mayor ofthe City. The Chair shall preside at all DleedDgS of the Authority, and Sh8|| submit such information and recommendations tOthe Board as he or she may consider proper concerning the buSiO8SS. policies and affairs 0fthe Authority, Section 2.3. Vice Chair. The Vice Chair shall be the member who is the Vice Mayor of the City. The term Of offiC8 shall be the same as the term of Vice Mayor Vfthe City. The Vice Chair shall perform the duties of the Chair iDthe absence orincapacity 0fthe Chair. In C8Se of the resignation or death of the Chair. the Vice Chair shall perform such duties as are irDpOS8d ODthe Chair, until such time @S@new Chair iSselected or appointed. 88C[i0D 2.4. Executive Director. The City Manager of the City is hereby designated as the Executive Director Of the Authority. The Executive Director Of the Authority Gh8U be responsible for execution and supervision of the affairs of the Authority. Except aeotherwise authorized by resolution of the Board, the Executive Director or the Executive Director's designee shall sign all contracts, deeds and other instruments executed by the Authority. Section 2.5. Secretary. The Secretary aho|| be the person who is the City Clerk of the City and shall serve at the pleasure of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings ofthe Authority and record all voLem, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all incident tothe office. Section 2.6. Treasurer and Controller. The Finance Director of the City is hereby designated as Treasurer and Controller of the Authority. Subject to the applicable provisions of any trust a0reement, indenture or resolution providing for o trustee or other fiscal agent, the Treasurer and Controller is designated as the depositary of the Authority to have custody of all the money ofthe Authority, from whatever source, and, as such, aho|| have the povvere, duties and responsibilities specified insection 65U5.5ofthe Act. Section 2.7. Confirmation of Officers. Confirmation of officers shall be the first order of business at the first meeting of the /\uthority, regular or opeoio|, held in each calendar year. Section 2.8. Legal Advisor.The person serving inthe position ofCity Attorney ofthe City shall act as the legal advisor of the Authority and shall pedbnn such duties as may be prescribed by the Board; provided, however, that in the event that the City Attorney of the City determines that a conflict exists in connection with his or her representation of the Authority as to any specific matter, he or she shall mo advise the Board and the Board shall select such other attorney or firm of attorneys as it shall determine to act as the legal advisor to the Authority with respect Losuch matter. Section 2.9. Authority to Bind Agency. No member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose inany amount. ARTCLEU|-BNPLOYEEGANDAGENTG Section 3.1. Appointment of Employees and Agents. The Authority may from time to time request from the City the services of such personnel, counsel or agents, permanent or tennponary, as may be necessary to carry out the business and affairs of the Authority. The Board may in addition employ temporary professional and technical penS0OOe| On such terms and at such rates of compensation as the Board may determine, for the performance of Agency business and affairs, provided that 8d8qU8[e sources of funds are identified for the payment of such temporary professional and technical services. ARTICLE IV — MEETINGS 8eCtk}O 4.1. Regular Meetings. Regular rDeedOQS shall be held at the City Council Chambers of the City, or at such other p|8C8 as the Chair may designate. The Board shall conduct regular meetings OA the S@Dle date. and at the same time and at the same |0C@UUO 88 the regular nneebOgS of the City Council. Such regular [needOgS may occur either prior to, -3- during or after the regular rngedOgS of the City COuOC[ but in DD event Sh@U COO101enC8 earlier than the starting time for the regular meetings ofthe City Council. Ifthe Secretary does not post an agenda for a regular meeting pursuant to Government Code Section 54954.21` than such failure to post shall be deemed to be a determination by the Chair that OO items required discussion and, then*fone, that the regular meeting should be canue||ed, except as otherwise provided in Section 54954.2. In the event a meeting is conoe||ed, the following meeting will continue [obeheld atits regularly scheduled date, time and location. Section 4.2. Special Meetings. Aspecial meeting may be called atany time by the Chair or the Executive Director by delivering written notice to each member. Such written notice may be dispensed with as to any Board member who at or priorto the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram or telecopy. Such written notice may also be dispensed with as to any member who is eo[ua||y present at the meeting. Special rneebnQa will be held in accordance with the Ralph M. Brown Act. Section 4.3.' Closed contained in these bylaws shall be construed to prevent the Board hnnm holding closed sessions during a regular orspecial meeting concerning any matter permitted bvlaw tmbe considered inaclosed session. Section 4.4. Public Hearings. All public hearings held by the Board shall be held during regular orspecial meetings ofthe Board. Section 4.5. Adiourning Meetings and Continuing Public Hearings to Other Times or Places. The Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Board members are absent from any regular meeting or adjourned regular meeting the Secretary or Acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being h8|d. or any hearing noticed or ordered to be held at any meeting may byorder ornotice of continuance be C0DdOUed OrneCoDhOu8dtO any subsequent meeting inthe same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to 8 time less than 24 hours after the time specified in the order or notice Of hearing a copy of the order Or notice Of COnUDu@DCe Sh@>) be posted immediately following the meeting at which the order ordeclaration nfcontinuance was adopted O[made. Section 4.6. Ralph M. Brown Act. The Ralph M. B[UVVO Act mooieS to all meetings of the Section 4.7. Quorum. A majority of the rOe[Dbe[S of the Board Sh@U constitute @ qUOnJOl for the purpose Of conducting its bWsiD8GS and exercising its powers and for all other OffiCiG( purposes, except that less than a quorum may adjourn from time to time until a quorum is -4— obtained. Any action O[decision Ofthe Authority shall beOOmotion duly approved bx@majority ofaquorum ofthe Board atmlawfully held meeting. Section 4.8. Order of Business. The Chair orExecutive Director shall prepare orapprove the agenda of all meetings. Business will be conducted according to the agenda, except when determined by the Board as permitted by law. Section 4.9.' Parliamenta[y Procedure. Tha presiding officer at the meetingshall determine the rules of conduct. The presiding officer may be guided by the rules of parliamentary procedure set forth in Robert's Rules of Order, but failure to follow Robert's Rules of Order shall not affect the validity of any action or motion duly taken or adopted by the Board etany lawfully held meeting. ARTICLE V — AMENDMENTS Section 5. Amendments to By -Laws. Theme by-laws may be amended by the Board at any regular or special meeting by majority vote. provided that a description of the proposed THIS AMENDED AND RESTATED JOINT EXERCISE (]F POWERS AGREEMENT (the ^Aoreement"\, dated as of March i-<. 2O13. i8 among the CITY OF SAN F�\FAEL, a charter city organized and existing under the the --law's of 'the State Of California (th8 "City"), the CALIFORNIA MUNICIPAL FINANCE AUTHOR|TY, a joint exercise of powers authority duly organized and existing under the (avvo of the State of California (^CK8F/\ ). and the CITY OF SAN R\FAEL ([he "Successor Agency"), as successor agency to the Gan Rafael Redevelopment Agency (the BACKGROUND: 1 The City and the Agency have heretofore entered into Joint Exercise of Powers Agreement dated April 3O.1S92(the "Original Agreem8nt"\creating the City of San Rafael Joint Powers Financing /\uthoritv, subsequently renamed the San Rafael Joint Powers Financing Authority �h�"AmthUhtv^\. `' ^' 2. The Authority was formed for the purpose of assisting the financing and refinancing of certain redevelopment activities of the Agency and, to that end, has issued two eehoo of lease revenue bonds (the "Bonds") to finance and refinance a parking garage with the redevelopment project area of the Agency. 3. Pursuant to Af]x1 28, passed by the Legislature of the State of California and signed by the Governor [fthe State of California in June 2011 ("AB 20"), and the California Supreme Court's decision in California Redevelopment Assn. v. M@h)3Gnt08 the Agency was dissolved on February 1. 2012. and the Successor Agency, pursuant to Section 34178 of the California Health and Safety Code, succeeded the Agency as aparty tothe Original Agreement. 4. Recent legislation of the State of California, known as AB 1484. added Section 34187(b) to the California Health and Safety COd8, which section provides that within One year after all of the debts of redevelopment agency are retired or paid off, its successor agency shall terminate its existence. 5. The last bonded indebtedness of the Agency is scheduled to be paid on December 1, 2O22.thereby resulting Ofthe termination ofthe Successor Agency bvDecember 1^2O23. 0. Under California |8w, it is uncertain whether the disSO|UdoO of the Successor Agency will impact the existence O[status ofthe Authority. 7, The City desires to revise the Original Agreement in order to (i) ensure that it survives the demise of the Successor Agency and (ii) expand the powers of the Authority. 8. Articles 1, 2 and 4 of Chapter 5 Of Division 7 of Title 1 of the Government Code of the State of California (the "Act") authorize the City and CK8F4tV create 8 joint exercise of powers entity which has the power to exercise any powers cQ[OM1Dn to the City and C&1FA and to exercise additional powers granted tOitunder the Act. 9- The City and {}MFA are each 8OlpOxxer8d by law tO undertake certain projects and pR}gr@nnS. 10. The City is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes under the Act. 11. CK8FAks authorized to buy, sell and lease property and tO issue bOOdS, expend bond proceeds, and borrow and loan money for any of its corporate purposes under the Act and a Joint Exercise of FzOw8rS Agreement, dated as Of January 1. 2004, aDlOOg the County of San Diego, the City of Santa C|arito and the City of Oakland and additional members as set forth therein. 12.Article 4of Chapter 5ofDivision 7ofTitle 1ofthe Government Code ofthe State of California (the ~K8orhm-Rooe Local Bond Pooling /\ot of 1885^) authorizes e)oint povvana agency formed under the Act to issue bonds and to purchase bonds issued by, or to make loans to, the City or CK8FAfor financing public C8pba| improvements, working capital, liability and Other insurance neede, orprojects whenever there are significant public benefita, as determined by the City OrCK8FA. 13.The City and CMFA wish toenter into this Agreement to ensure the continuation of the Authority, and to provide the Authority with the additional powers set forth herein. AGREEMENT: For and in consideration of the premises and the material covenants hereinafter contained, the parties hereto hereby formally covenant, agree and bind themselves as follows: Section 1. Definitions. Unless the context otherwise Pequinee, the terms defined in this Section 1 have the meanings herein specified. "AB ^ means ABx1 28, passed by the Legislature of the State of California and signed bythe Governor Vfthe State QfCalifornia inJune 3O11� "AB " means AB 1484, passed by the Legislature of the State of California and signed bythe Governor ofthe State OfCalifornia inJune 2D12. "Act" means Articles 1, 2 and 4 Of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks -Roos Local Bond Pooling Act Of 1985, as amended. means the former San Rafael Redevelopment Agency,which was dissolved on February 1. 2012 pursuant to the provisions of AB 28 and the California Supreme {}OUrt'S decision in California Redevelopment Assn. u M@b]senbz8. means this Joint Exercise OfPowers Agreement, as itmay be amended from time to time, creating the Authority. means the 8@n Rafael Joint POxve[S Financing Authority created by the Original Agreement, and whose existence is continued under this Agreement. "Board" means the governing board [fthe Authority. "Bonds" means bonds and any other evidence of indebtedness of the Authorii authorized and issued under the Act, "By -Laws" means the By -Laws which are adopted by the Board, asamended from time "Citl(' means City of San Rafael, a charter city organized and existing under the laws of the State of California. "CMFN' ol8@nS the California K8VOkcip@| Finance Authority, @ joint exercise of povv8[S authority duly organized and existing under and by virtue of the laws of the State of California. or ^ means the City and/or CMFA.aeappropriate. "Original Agreement" means the Joint Exercise ofPowers Agreement dated April 20, 1S82between the City and the Agency creating the Authority. "Successor Agency" means the City ofSan Rafael, inits role mesuccessor agency under the provisions ofAB20and AE91484. Section 2. Purpose. This agreement is entered into under the Act for the purpose of assisting the financing and refinancing of certain public programs and projects of the City and for the purpose of aiding in the MD@OciOg and refinancing Of public capital improvements, as defined in the Act, for the benefit of the City by exercising the powers referred to in the nacit@|e hereof and described inSection 5. Section 3. Tenn. This Agreement supersedes the Original Agreement and takes effect an of the date hereof and continues in full force and effect until terminated by e supplemental agreement OfCMFAand the City; provided, hDVV8Ver, that in RO event shall this Agreement terminate vVhi|8 any Bonds or Other Db}igadODS Ofthe Authority remain outstanding under the terms Of any indenture, t[USL agreement, contract, agreement, |e8S8. sublease or other instrument under which such Bonds are issued or other obligations are incurred. The Authority shall cause all records regarding its formation, existence, any Bonds issued by it, obligations incurred by it and proceedings pertaining to its termination to be retained for at least Six years fO||OvviDg termination of the Authority or final payment of any Bonds, whichever is later. Section 4. 7h9/\ (a) Status of Authority. There iShereby continued under the Act @nagency and public entity to be kO0vvn as the °S8O Rafael Joint Powers Financing Authority." AS provided in the Act, the Authority iSand will beGpublic entity separate from the City, CK8FAand the Successor Agency (which is withdrawing as a member of the Authority pursuant to Section 25 hereof), The debts, liabilities and obligations of the Authority do not and ShGU not constitute debts, liabilities or obligations of the City or CK8FA. Within 30 days after the effective date of this Agreement or any further anlRnd[D8nL hereto, the Authority will 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 [nGnOe[ Set forth in Section 8503.5 of the Act. 8d Governing Board. The Authority Sh8U be administered by the AO8Pd vVhQGe n0Bnnb8OS Sh@U be, at all dnleS. the QU8rnberS of the City [|0VQ[j| of the City. The term of office as Q Dle[Ob@r of the Board will terminate when such member of the Board ceases to be a member Ofthe City Council Ofthe City; and the successor tnsuch member ofthe City Council 0f the City will become amember Ofthe Board upon assuming such office. Members Ofthe Board will not receive any compensation for serving as such, but are entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board determines that such expenses will be reimbursed and unencumbered funds are available for that purpose. (c) Meetings of Board. 0l . The Board will hold regular meetings as provided in the By-Laws. l-h8Board `' may hold special meetings at any time and from time to time in accordance with law. (ii) . All meetings of the Board will be ca||ad, noticed, held and conducted au�e�'the —provisionsnfthe Ralph M.BmwnA�(Cha�r8�Pa�1 ofDivision 2 ofT�|e5 of the �(vernent Code of the State of California), or any ouomyaeor legislation hereinafter enacted. (iii) . The Board will cause minutes Of all meetings of the Board to be kept and shall, a (iii) —-----eeoonaa possible after each rneeting, cause m copy of the minutes to be forwarded to each member ofthe Board and tothe City and CW1FA. (iv) . A majority �ority of the members of the Board constitute a quorum for the transaction ------ess, except that less than m quorum may adjourn nnaebngo from time to time. Officers: Duties: Bonds (d) (i) The Officers of the Authority Sh8|| be the Chair, Vice -Chair, Executive Director, �creory. 8 t Treasurer and ContnJ(|er, consisting of the persons specified in the By -Laws and shall have the powers vested in them under the By -Laws and such other powers as may be granted by the Board from time totime by resolution. The �aSUne[ and Controller of the Authority is hereby designated as the public ` ' officer orperson who has charge of, handles, Or has access to any property of the Authority, and such officer shall file an OffiCi@| bond in the 80DUD[ of $25,000 GS required by Section 6505.1 of the Act; provided, that such bond shall not be required if the Authority does not possess or own property or funds with GD aggregate value Ofgreater than 8500 (excluding amounts held byatrustee Orother fiduciary inconnection with any BoDds). (ii0 80 long as required by Section 8505 and 88C[inO 6505.5 of the Act, the Treasurer aOd Co't' |le[Ofthe Authority Sh@|| prepare or C8US8 to be prepared: (8) a special audit as required under Section 6505 the Act every year during the term of this Agreement; and (b) @ report in writing on the first day of January, Apri|. July and October Ofeach year to the Board, theCitvgOdCK8FAvvhiChFBportGh@||deao[ibethe8noOUOtofOoOOeyhe|dbyth8lFre@SUF8rgnd Controller of the Authority for the Board, the amount Of receipts since the |@St such report, and the anOoUUtp8idoUtuiOCthe last such report (which may exclude amounts held by@trustee of other fiduciary in connection with any Bonds to the extent that such trustee o[other fiduciary provides regular reports covering such anDOVDtS), (iv) The City shall determine the charges, if any, to be n08d8 against the Authority for the services Ofthe Treasurer and Controller. (V) The Board 8h@|| have the power to appoint such other officers and employees as it deem ' necessary and tOretain independent counsel, consultants and accountants. (vi) All of the privileges and immunities from liability, exemptions from |@vVS, ordinances and rules, all pension, relief, disability, worker's Co0peDS2tiUD and other benefits which apply to the activities of officers, agents or employees of the Members when performing their respective functions within the territorial limits of their respective Member, shall apply to them to the same degree and extent xYhi|8 engaged in the p8rfV[0@DCe of any Oftheir functions and duties extraterritorial |yunder the provisions Ofthis Agreement. (vii) None of the OffiCerS, agents or employees, if any, directly employed by the Authority shall be deemed, by reason of their employment by the AUthor{ty, to be employed by any K8e[Ob8r or, by reason Of their annp|Oy[D8nt by the Authoritv, to be subject to any of the requirements of any Member. k/iii\l[he Members hereby con�rOntheir intent and agree that, as provided in Section 4(a) hereof and in in the Act, the debts, liabilities and obligations of the Authority do not and eh@|| not constitute debts, liabilities or obligations of the City or CK8FA, and they do not intend by the following sentence to impair this provision. To the extent that liability is imposed O[@ claim is made on CK8FA, for any reason whatsoever notwithstanding Section 4(a) hereof and the Aot, directly or indirectly arising out of a transaction or series of transactions undertaken by or for the benefit of the City in connection with the activities of the Authority, the City Sh@|\ iDdeOlDifv, defend and hold harmless CMFA and each of its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or in connection with the activities of the Authority. CK8FA may elect to defend itself in any such action with counsel of its nhoice, the reasonable fees of such counsel to be paid by the City, The Authority and the City are jointly and SeVe[8|(y liable for any indemnity obligation owed to CK8F4. Notwithstanding the provisions of Section 895.6 of the Government Code of the State, the City has noright t0contribution from CMFA. Section 5. P0vvR/S. The Authority shall have any and all powers which are COOlnnVO p0vvenG of the City and CK4FA. and the powers separately conferred by |Gvx upon the Authority. All such pVxvera, whether common to the Parties or separately conferred by |ovv upon the Authority, are specified as powers Of the Authority except any such pOVVenS which are specifically prohibited to the Authority by applicable law. The Authority's exercise Ofits powers is subject tVthe restrictions upon the manner ofexercising the powers Ofthe City. The Authority has the pOvVer, in its OvVn name, to oOOstFUot. bVy. sell or lease property and to iSSUS, 8e|| and deliver Bonds and incur debt for such purposes and for any purpose authorized under the Act. The Authority ieauthorized, iOits own name, tOdVall acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: t0make and enter into contracts: t0employ agents and employees; and to sue and be sued in its own name. Notwithstanding the foregoing, the Authority has any additional powers conferred under the ACL or under applicable |Gvv. iDSoh3[ as such additional powers may be necessary tOaccomplish the purposes set forth iDSection 2, Section 6. TexDin8bbD of Powers, The Authority Sh@|| continue to exercise the powers herein conferred upon it until the termination Ofthis Agreement iDaccordance with Section 3, Section 7, FioC8/ Year, UD|eSg and until changed by Pe9O|ut|OD of the BVand, the fiSC8| year of the Authority is 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 June 3O.2O13, -5- 8eCdVn 8. Disposition of Assets. Upon termination 0fthis Agreement under Section 3. any SU[p|VS money in pVSSeSSk}n of the Authority or on deposit in any fund or account of the Authority will be returned in proportion to any contributions made as required by Section 6512 of the Act. The Board is vested with all powers of the Authority for the purpose of concluding and dissolving the business affairs Ofthe Authority. After rescission ortermination ofthis Agreement under Section 3, all property of the Authority, both real and personal, shall be distributed to the Citv, subject to Section 9. Section 9. Contributions and Advances. Contributions oradvances ofpublic funds and of personnel, equipment or property may bemade to the Authority by the City and CMFAfor any of the purposes of this AuReB[O8DL Payment of public funds may be made to defray the COgt of any such contribution. Any such advance nlGd8 in respect of revenue-producing facility ohe|| be mode subject to repayment, and will be repaid, in the manner agreed upon by the City or CMFA, as the case may be, and the Authority at the time of making such advance as provided by 8512.1 Ofthe Act. It is mutually understood and agreed that neither the Qty OO[ CMFA 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 CMFA may allow the use of personnel, equipment or property in lieu of other contributions or advances tothe Authority. Section 10. (a) Authority To Issue Bonds. When authorized by the Act or other applicable provisions of law and by resolution of the Board, the Authority may issue Bonds for the purpose of raising funds for the exercise of any Of its pOvve[S or to otherwise c8Oy out its purposes under this Agreement. Said Bonds shall have such terms and conditions as are authorized by the Board. Notwithstanding the foregoing, the Authority shall not incur any other fVnO Of indebtedness including (but not limited to) bDDdS. debentures, OOt8S. O[other securities, for the repayment Of money bO[nzwed, without the prior written 8ppn]Va| of the CK8FA. which approval shall not beunreasonably withheld Ordelayed, (b} Bonds Are Limited Obligations. The Bonds, including the principal and any pUn:h@Se price the[eOf, and the interest and pne0iu0, if any, ther8On. Sh8|| be special Ob|ig8dOnS of the Authority payable solely from, and secured solely by, the reVenueS, funds and other assets pledged therefor under the applicable Indenture(s) and shall not constitute a charge against the general credit Ofthe Authority. The Bonds shall not be secured by8legal orequitable pledge of, or lien or charge upon or security interest in, any property of the Authority or any of its income or receipts except the property, income and receipts pledged therefor under the applicable Indenture(s). The Bonds shall not constitute a debt. liability Or obligation of the State Or any public agency thereof, including CK8FA and the City, other than the special obligation of the Authority as described above. Neither the faith and credit nor the taxing power of the State or any public agency thereof, including CK8F4 and the City, shall be pledged to the payment of the principal Or purchase price of, or the pmenniUrn. if any, Or interest OD the Bonds nor shall the State or any public agency or instrumentality thereof, including CMFA and the City. in any manner be obligated to make any appropriation for such payment. TheAuthority shall have no taxing pOvve[ No covenant or agreement contained in any Bond or Indenture shall be deemed to be a covenant or agreement of any director, OfhCer. agent or employee of the Authority, in his Or her rem individual C800citv and no director orofficer Ofthe Authority executing G Bond shall be liable pe[SODGU« on such Bond or be subject to any personal liability Or accountability by F8@Son of the issuance of such Bond. Section 11. Agreement Not Exclusive. This Agreement is not exclusive and does not amend or alter the terms of other agreements between the City and CMFA, except as the terms of this Agreement conflict therewith, in which case the terms of this Agreement will prevail. Section 12. /\ccOUOtS and Reports. All funds of the Authority shall be strictly accounted for in books ofaccount and financial records maintained bythe Authority, including @ report Of all remaiota and disbursements. The Authority shall establish and maintain such funds and accounts � as may be required by generally accepted accounting principles and by each Indenture for outstanding Bonds (to the extent such duties are not assigned to a trustee for owners of Bonds). The books and records ofthe Authority shall be open to inspection at all reasonable times bythe City and CMFAand their representatives. The Authority shall require that each Indenture provide that the trustee appointed thereunder shall establish suitable funda, furnish financial reports and provide suitable accounting procedures to curry out the provisions of such Indenture. Said trustee may be given such duties in said Indenture as may be desirable to carry out the requirements of this Section 12. (e) Audits. The Treasurer and Controller ofthe Authority shall cause an independent audit to be made of the books of accounts and financial records of the Authority in compliance with the [SqUineDl8OtS of the Act. Any C0StS of the audit, including contracts with, or eDlp|OynleOt of, certified public aCCOVD[GDts or public accountants in making an audit pu[SU@Ot to this Section 12, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for that purpose. (b\ Audit Reports. (� S. Th� TP�8SUp8r and oOtn}||e[Ofthe Authority, GS SOOO as practicable afterth' �|oeeofeaohHeoo|YearbutinanyeventvvithintheUrneneoesoeryLocunnp|yvxiththe requirements of the Act shall file 8 report of the audit performed pUnGU8Ot to SUbSe{ti0O /a\ Of this Section 12 as required by the /\Ct and shall send @ copy of such report to public entities and persons inaccordance with the requirements Ofthe Act. Section 13. Funds. Subject to the pn}ViSiOnS of each Indenture for outstanding Bonds providing for trustee to neQeive, have custody of and disburse funds which constitute Authority fUDdS. the Treasurer and Controller of the Authority Sh@|| r8Ceive, have the custody of and disburse Authority funds pursuant to accounting procedures approved by the Board and shall make the disbursements required bythis Agreement or otherwise necessary to carry out the provisions and purposes Ofthis Agreement. Section 14.Conflict 0fInterest Code, The Authority shall, bvresolution, adopt 3Conflict of Interest Code to the extent required by law. Such Conflict ofInterest Code may be the conflict Vfinterest code Ofthe City. Section 15. Breach. If the City OFCK8FA defaults in any covenant contained in this AoFeenlent, such default will not eXCUs8 either the City Or (�K8FA fromfu|fi|(ing its obligations under AoFe8rDeOt and the City and [|K8FA will continue to be liable for the payment Of contributions and the performance Of all cOOdidODS herein contained. The City and CK8FA hereby dHC|3nB that this Agreement is entered into for the benefit of the Authority and the City and CMFA hereby grant tothe Authority the right to enforce bywhatever lawful means the -� /\Utho[bVdeen0s8pprVph8tG@Unfthe obligations 0fe3ChV{thepgrUesheReuOder. Each and 8U of the 'rDedkeS given to the Authority hereunder or bv any \@Vv now or hereafter enacted are CU[nu|@Liv8 and the exercise Of one right or remedy Sh8|| not impair the right of the Authority to any orall other remedies. Section 16. Notices. N0bCeS and other cO[nFDuOio@ti0nS hereunder to the parties Sh8|| be sufficient if delivered to the clerk or secretary of the governing body of each party. Section 17. Withdrawal. Neithe[CK8FA nor the City may withdraw from this Agreement prior to the end of ofthis Agreement determined in accordance with Section 3, p[Ovid8d, hOVVeVe[. that CK8FA may withdraw from this Agreement if such VVithdrGvv@| will not terminate the existence of the Authority. Section 18. Effectiveness . This Agreement shall become effective and be in full force and effect and a |eQa!, valid and binding obligation ofCK8FAand the City when each party has executed acounterpart ofthis Agreement. Section 10. Severability. If any part, tenn, or provision of this Agreement is decided by the courts to be illegal or in conflict with any |avv of the State of California, or otherwise be rendered unenforceable or inaffeutua|, the validity of the remaining parta, terms or provisions hereof will not beaffected thereby. Section 20. Successors, Assignment. This Agreement is binding on and iOU[eS to the benefit ofthe successors ofthe parties. Except tothe extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. Section 21.Amendment. This Agreement may beamended bysupplemental agreement executed by the Members at any time. HoweVer, this Agreement may be terminated only in accordance with Section 3 and any such supplemental agreement is subject to any restrictions contained inany Bonds Ordocuments related to any Bonds tOwhich the Authority isGparty. Section 22. Form OfApprovals. Whenever an @ppn]Va| is required iDthis Agreement, unless the context specifies otherwise, nwiGe. itoh@U be given, in the C8Se OfCK8FA. by resolution duly adopted by the board Of directors of CK8FA. and, in the case of the City. by resolution duly adopted by the City Council of the City. and, in the C@s9 of the Authority, by resolution duly adopted by the BOrd. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 23. Waiver of Personal Liability. NO member, officer or e0p|0y8B of the Authority, the City �r CK8�/\ is individually �r p�r�ODG||y liable for any claims, |oSSeS. damages,^ COStS, injury and liability from Ofevery kind. nature and description arising �the 3CtiVOS of the Authority or the actions undertaken under this Agreement, and the City shall defend such members, OffiC8nS or employees against any such d8i[nS. |OsSeS. d80ag8G. COSts, injury and liability. Without limiting the generality of the hJnsgO|ng. no 0e0be[, officer Oremployee of the AuthorityMember�v or Member is personally liable DD any Bonds or be subject to any personal liability r@CCOQOt8bi|itybyme@GOOoftheiS8V@DceOfBVOdsUOdertheACt@OdthisAgR3erOeDL lFOthe 'full extent permitted bylaw, the Board shall provide for indemnification bythe Authority Of any person who is or was 8 nle[Db8r of the BOG[d. or an OffiCe[. employee OF Other agent of the Authority, and who was or is 8 party or is threatened to be made a party to @ proceeding by Fe@GOn of the fact that such p8OSOO is or was such a OnHnob8[ of the BV@nd. Or an Offic2[. employee or other agent of the Authority, against expenses, judgments, UOSS' settlements and other amounts @ctu@|k/ and [8aSVO8bk/ incurred in QJOO8Ctinn with such proceeding, if such pe[SOO acted in good faith and in the course and scope of his or her office, eOlD|oyOlDrd or GQ8OCy. In the C8Se of ChDliOa| proceeding, the Board may provide for indemnification and defense of a member of the Board, or an officer, employee or other agent of the Authority to the extent permitted bylaw. Section 24. SVcbV8 //HGdi7gO. All section headings COOt@iO8d herein are for convenience of reference only and are not intended to define or limit the scope of any provision Ofthis Agreement. Section 25. Withdrawal of DUCCeOo0r Agency. Upon the effective date Of this Ag[880ert. the Successor Agency is withdrawing from the Authority and will no longer be G member of the Authority. On and after the effective date of this Agreement, any reference to a member of the Authority shall not include either the Agency or the Successor Agency. The City and CMFA acknowledge that the execution of this Agreement by the Successor Agency is solely for the purpose of implementing the Successor Agency's withdrawal as a member ofthe Authority. Section 26. Miscellaneous. This Agreement may be executed in several oounterparta, each of which oheU be on original and all of which shall constitute but one and the same instrument. Where reference is made to duties to be performed for the Authority by a public official or e0p|Oyee. such duties may be performed by that person's duly authorized deputy or assistant. Where reference is made to actions to be taken by the City or CW1FA, such action may be exercised through the officers, staff or employees of the City or CMFA, as the case may be, iOthe manner provided bylaw. The section and subsection headings herein are for convenience only and are not to be construed as modifying or governing the language in the section or subsection referred to. This Agreement is made in the State, under the Constitution and laws of the state and iS tObeconstrued 8S8contract made and tObeperformed iDthe State. This Agreement is the complete and eXC|VSiYe statement of the agreement a0ODQ the parties with respect to the subject matter hereof, which supersedes and merges all prior prOpVS8|s. understandings, and other agreements, Vvhetheror@|, written, or implied in conduct, between the parties relating tQthe subject matter ofthis Agreement. 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. Attest: Attest: Attest: City Clerk Member of the Board of Directors City Clerk M CITY OF SAN RAFAEL -2 City Manager CALIFORNIA MUNICIPAL FINANCE AUTHORITY -2 Member of the Board of Directors CITY OF SAN RAFAEL, as Successor Agency -2 City Manager