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SA RES 2012-001 RESOLUTION NO. SA 2012-01 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES ACTING AS THE GOVERNING BODY FOR THE SUCCESSOR AGENCY TO THE RANCHO PALOS VERDES REDEVELOPMENT AGENCY PURSUANT TO PART 1.85 OF DIVISION 24 OF THE CALIFORNIA HEALTH AND SAFETY CODE ESTABLISHING RULES AND REGULATIONS FOR THE OPERATIONS OF THE SUCCESSOR AGENCY AS A NEW LEGAL ENTITY SEPARATE FROM THE CITY AND TAKING CERTAIN ACTIONS IN CONNECTION THEREWITH. RECITALS: A. The Rancho Palos Verdes Redevelopment Agency was a redevelopment agency in the City of Rancho Palos Verdes (the "City"), duly created pursuant to the Community Redevelopment Law (Part 1 (commencing with Section 33000) of Division 24 of the California Health and Safety Code) (the "Redevelopment Law"). B. AB X1 26 and AB X1 27 were signed by the Governor of California on June 29, 2011, making certain changes to the Redevelopment Law, including adding Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) ("Part 1.85") to Division 24 of the California Health and Safety Code ("Health and Safety Code"). C. The California Redevelopment Association and League of California Cities filed a lawsuit in the Supreme Court of California (California Redevelopment Association, et al. v. Matosantos, et al. (Case No. S194861)) alleging that AB X1 26 and AB X1 27 were unconstitutional. D. On December 29, 2011, the Supreme Court issued its opinion in the Matosantos case largely upholding AB X1 26, invalidating AB X1 27, and holding that AB X1 26 may be severed from AB X1 27 and enforced independently. E. The Supreme Court generally revised the effective dates and deadlines for performance of obligations in Part 1.85 arising before May 1, 2012 to take effect four months later. F. As a result of the Supreme Court's decision, on February 1, 2012, all redevelopment agencies were dissolved and replaced by successor agencies established pursuant to Health and Safety Code Section 34173. G. The City Council of the City of Rancho Palos Verdes (the "City") adopted Resolution No. 2011-66 on September 6, 2011, pursuant to Part 1.85 electing for the City to serve as the successor agency for the Rancho Palos Verdes Redevelopment Agency upon the Agency's dissolution. H. The City Council, acting as the governing board for the successor agency, hereby desires to adopt a name for that separate legal entity and establish rules and regulations that will apply to the governance and operations of the successor agency. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES, ACTING AS THE GOVERNING BODY FOR THE SUCCESSOR AGENCY TO THE RANCHO PALOS VERDES REDEVELOPMENT AGENCY, HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. Designated Successor Agency. Pursuant to City Council Resolution No. 2011-66, by which the City elected to serve as the successor agency to the Rancho Palos Verdes Redevelopment Agency under Part 1.85 upon the Agency's dissolution (the "Successor Agency"), and the Agency having been dissolved by operation of law on February 1, 2012, the Successor Agency is hereby declared constituted. Section 2. Separate Legal Entity. The Successor Agency is a distinct and separate legal entity from the City of Rancho Palos Verdes, and is hereby named "Successor Agency to the Rancho Palos Verdes Redevelopment Agency," the sole name by which it will exercise its powers and fulfill its duties pursuant to Part 1.85. Section 3. Governance. A. Board of Directors. The Successor Agency shall be governed by a Board of Directors (the "Board"), which shall exercise the powers and perform the duties of the Successor Agency. The Board shall consist of the members of the City Council of the City. B. Board Officers. The Board shall have a Chair to preside at and conduct all meetings and a Vice Chair who shall act in the absence of the Chair. The offices of the Chair and Vice Chair shall be filled by the Mayor and Mayor Pro- Tem, respectively, of the City Council of the City. C. Meetings of the Board. The Board shall hold regular meetings on the first Tuesday of each month at 7:00 p.m. If a regular meeting falls on a City holiday, such meeting shall be held on the immediately following day at 7:00 p.m. The Board may adopt such rules and procedures for conducting such meetings and other business as the Board deems appropriate. All meetings of the Board including, without limitation, regular, adjourned regular, and special meetings shall be called, noticed and conducted in accordance with the provisions of the Ralph M. Brown Act, Sections 54950 et seq. of the California Government Code. D. Quorum. The presence of a majority of the Board members at a meeting shall constitute a quorum for the transaction of Successor Agency business. Less than a quorum may adjourn or continue meetings from time to time. Resolution No. SA 2012-01 Page 2 of 4 E. Voting. Except as otherwise provided by law or resolution of the Board, decisions of the Board shall be made by a majority of a quorum. F. Executive Director. The City Manager of the City shall serve as Executive Director of the Successor Agency. The Executive Director may appoint officers and employees as necessary to perform the duties of the Successor Agency. The Executive Director also may delegate the performance of his or her duties to other officers or employees. G. Secretary. The City Clerk of the City shall serve as secretary to the Successor Agency. H. Agency Counsel. The City Attorney of the City shall serve as counsel to the Successor Agency. I. Finance Officer. The Director of Finance and Information Technology of the City shall serve as Finance Officer of the Successor Agency. The Finance Officer shall have the care and custody of all funds of the Successor Agency and shall deposit the same in the name of the Successor Agency in such bank or banks as he or she may select. The Finance Officer also may enter into agreements on behalf of the Successor Agency with any bank or trust company authorized to accept deposits of public funds, providing for the transfer of funds between accounts maintained by the Successor Agency upon request by telephone. Such agreement also may provide for the investment upon request by telephone of funds maintained in such accounts. J. Additional Duties. The officers of the Successor Agency shall perform such other duties and functions as may from time to time be required or directed by the Board of the Successor Agency. Any member of the Board and the Executive Director may sign, with the counter-signature of one other member of the Board, or the Executive Director or the Finance Officer, all orders and checks for the payment of money. The Chair, or Vice Chair in the absence of the Chair, and the Executive Director may sign deeds, contracts and other instruments made by the Successor Agency. Section 4. Powers and Duties of the Successor Agency. The Successor Agency shall have the authority to perform the functions and duties described in Part g Y 1.85, including but not limited to making payments and performing obligations required by enforceable obligations and expeditiously winding down the affairs of the Agency. The Successor Agency also may exercise any other powers provided by statute or granted by law. Section 5. Successor Agency Funds and Obligations. All assets and monies held by or under the control of the Successor Agency shall be maintained in funds and accounts established by the Successor Agency and shall be kept separate and apart from the funds and accounts of the City. Section 6. Indemnification and Liability. Resolution No. SA 2012-01 Page 3 of 4 A. Indemnification. The Successor Agency shall defend, indemnify, and hold harmless the City, and its City Council, boards, commissions, officers, employees and agents, from any and all claims, losses, damages, costs, injuries and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the Successor Agency. B. Liability. In accordance with Health and Safety Code Section 34173(e), the liability of the Successor Agency, acting pursuant to the powers granted under Part 1.85, shall be limited to the extent of, and payable solely from, the total sum of property tax revenues it receives pursuant to Part 1.85 and the value of assets transferred to it as a successor agency for a dissolved redevelopment agency. The debts, assets, liabilities, and obligations of the Successor Agency shall be solely the debts, assets, liabilities, and obligations of the Successor Agency and not of the City. Section 7. Roster of Public Agencies Filing. The Secretary to the Successor Agency shall file on the prescribed form the statement of public agency with the Secretary of State and County Clerk in accordance with Government Code Section 53051. PASSED, APPROVED, AND ADOPTED THE 21st I A F FEBRUARY, 2012. U4,zeit,7ti ■41/1 Ch. it ATTEST: eedt, / Secretary State of California ) County of Los Angeles ) ss City of Rancho Palos Verdes ) I, Carla Morreale, Secretary of the Successor Agency to the Rancho Palos Verdes Redevelopment Agency hereby certify that the above Resolution No. SA 2012- 01 was duly and regularly passed and adopted by the said Successor Agency at a special meeting thereof held on February 21, 2012. 72/71-4.A&A- Secretary Resolution No. SA 2012-01 Page 4 of 4