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Joint Exercise of Powers Agreement creating the RPV Improvement Authority G 0 . . 211 S� r}t oL rn z rn z • �rn c-) L RANCHO PALOS VERDES JOINT EXERCISE OF POWERS AGREEMENT o 0 11 This Joint Exercise of Powers Agreement is dated as of 70 o September 4, 1990, and is made by and between the City of Rancho <rn Palos Verdes ( "City" ) and the Rancho Palos Verdes Redevelopment Agency ( "Agency" ) . 2JLo d� RECITALS : -� LO A. The Joint Powers Act provides that public agencies by agreement reement may jointly exercise any power common to the contracting parties. B. The City and the Agency are "public agencies" within the meaning of that term under Section 6502 of the Joint Powers Act. C. The common powers of the City and the Agency include the power to install and construct public improvements and to accept financial assistance from other public agencies . The City and the Agency desire to exercise jointly certain powers common to the Parties, as set forth herein, including the foregoing and including the expansion, upgrading and improvement of Public Capital Improvements. D. By adding the provisions of Article 4 to the Joint Powers Act, the State Legislature has provided assistance to reduce local borrowing costs, to help accelerate the construction, repair, and maintenance of public capital improvements, and to promote greater use -of _eix i sting and new financial instruments and mechanisms . E. There is a need within the City, consistent with the need described in the declarations of the State Legislature set forth in Article 4 of the Joint Powers Act, to expand, upgrade, and otherwise improve the public capital facilities of local government necessary to support the rehabilitation and construction of residential and economic development, including the need to install , construct, repair and maintain Public Capital Improvements, necessary, desirable or appropriate to abate geologic hazards in the City. The needs of local government for financing these facilities greatly exceed the amount of funds available from existing state, local , and federal sources. F. The City and the Agency desire to enter into this Agreement in furtherance of the Reimbursement and Settlement Agreement and the Joint Powers Act, including Article 4 thereof . 30940 HAWTHORNE BOULEVARD / RANCHO PALOS VERDES, CA 90274-5391 / (213)377-0360 ii04 NOW, THEREFORE, the City and the Agency agree as follows: Section 1 . Definitions. As used herein, the following terms shall have the meaning ascribed thereto, unless the context requires otherwise. "Agency" means the Rancho Palos Verdes Redevelopment Agency, a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California, Health and Safety Code Section 33000, et seq. "Agreement" means this Joint Exercise of Powers Agreement. "Article 4" means Article 4 of the Joint Powers Act, Commencing with Section 6582 . "Authority" means the Rancho Palos Verdes Improvement Authority, a joint powers authority duly organized and validly existing pursuant to the Constitution and laws of the State. "Authority Commission" means the governing body of the Authority, which shall be the City Council as provided in this Agreement. "Authority Treasurer" means the City Treasurer of the City. "Chief Administrative Officer" means the City Manager of the City. "City" means the City of Rancho Palos Verdes and, depending upon the context, may refer to the City as a municipal corporation duly organized and validly existing pursuant to the Constitution and laws of the State of California, or may refer to the area within the territorial limits of the City. "City Council" means the City Council of the City. "Cost" as applied to a Public Capital Improvement or portion thereof financed pursuant to the Joint Powers Act, means all or any part of the cost of construction, renovation, and acquisition of all lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and interests acquired or used for a Public Capital Improvement, the cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands to which the buildings, or structures may be moved; the cost of all machinery and equipment; finance charges; interest prior to, during, and for a period after, completion of that construction, as -2- 900827 jlw C390 .WLS ( 2 ) • • 411 determined by the Authority; provisions for working capital , reserves for principal and interest and for extensions, enlargements, additions, replacements, renovations, and improvements; the cost ofarchitectural , engineering, financial and legal services, plans, specifications, estimates, administrative expenses, and other expenses necessary or incident to determining the feasibility of constructing any project or incident to the construction or acquisition or financing of any Public Capital Improvement. "County" means the County of Los Angeles. "Include" , "Includes" or "Including" means including without limitation. "Joint Powers Act" means the Joint Exercise of Powers Act, being California Government Code Section 6500, et seq. , as amended from time to time. "Local Agency" means the City or the Agency, or an agency or subdivision of the City or the Agency, sponsoring a project of Public Capital Improvements, or any city, county, city and county, authority, district, or public corporation of the State. "Maintenance" means maintenance, operation, repair, service, replacement, or any combination of the foregoing. "Party" means any party to this Agreement. "Public Capital Improvements" means the improvements specified in the Reimbursement and Settlement Agreement. "Reimbursement and Settlement Agreement" means the Reimbursement and Settlement Agreement dated October 13, 1987, by and among the City, the Agency and the County. "State" means the State of California. Section 2 . Purpose of Agreement. The purpose of the Agreement is to establish the Authority, to provide for the implementation of the Reimbursement and Sett'ement Agreement in accordance with the terms thereof and to carry out the intent: of the State Legislature as set forth in the Joint Powers Act (and in particular, Article 4 thereof ) and the Recitals hereof . Section 3. Authorization. The City and the Agency are hereby authorized to jointly exercise any power common to them. Such powers include all thosepowers set forth in the Recitals hereof and those set forth in Article 4 of the Joint Powers Act. -3- 900827 jlw C390.WLS ( 2 ) II0 . . Section 4. Creation of Authority; Authority as Separate Public Entity. There is hereby created pursuant to the Joint Powers Act a joint powers authority separate and apart from the Parties hereto to be known as the "Rancho Palos Verdes Improvement Authority" . The Authority shall be a public entity separate from the Parties to this Agreement. Section 5. Authority Commission. The members of the City Council shall constitute the governing body of the Authority, which governing body shall be known as the Authority, Commission. The Authority Commission shall be. vested with all of the rights, powers, duties, privileges and immunities of the Authority. Section 6. Accountability; Reports; Audits. There shall be strict accountability of all funds and report of all receipts and the Authority Treasurer shall either make or contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority, except that the Authority Treasurer need not make or contract for such audit in any case where an annual audit of the accounts and records of the Authority by a certified public accountant or public accountant is otherwise made by any agency of the State or the United States only as to such accounts and records which are directly subject to such a federal or state audit. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under California Government Code Section 26909 and shall conform to generally accepted auditing standards. Where an audit of an account and records is made by a certified public accountant or public accountant, the Authority Treasurer shall cause a report thereof to be filed as public records with each of the Parties and also with the Auditor-Controller of the County of Los Angeles. 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 certified public accountants or public accountants, in making an audit pursuant to this Section 5 shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for such purpose. By unanimous request of the Authority Commission, the Authority may replace the annual special audit with an audit covering a two-year period. Notwithstanding the foregoing provisions of this Section 6 to the contrary, the Authority shall be exempt from the requirement of an annual audit if the financial statements are audited by the State Controller to satisfy federal audit requirements. -4- 900827 jlw C390 .WLS ( 2 ) 411 110 Section 7 . Power of Authority; Scope and Exercise. The Authority shall have all of the powers common to the Parties and all additional powers set forth in the Joint Powers Act and other statutes applicable to the Authority, and is hereby authorized to do all acts necessary or appropriate for the exercise of such powers. Such powers include, but are not limited to the following: A. To make and enter into contracts. B. To incur debts, liabilities, and obligations and to encumber real or personal property. C. To acquire, hold, or dispose of real or personal property, contributions and donations of real or personal property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities and public agencies for any of the purposes of this Agreement. D. To sue and be sued in its own name, and to settle any claim against it. E. To receive and use contributions and advances as provided in Section 6504 of the Joint Powers Act, including contributions or advances of personnel , equipment or property. F. To invest any money in its treasury that is not required for its immediate necessities, pursuant to Section 6509. 5 of the Joint Powers Act. G. To acquire, construct, manage, expand, upgrade, improve, repair, maintain or operate, or any combination of the foregoing, real or personal property or rights or any interest therein. H. To employ agents and employees. I . To receive, collect and disburse moneys. J. To finance the acquisition, construction or installation of real or personal property for the benefit of one or more Local Agencies and to enter into any agreement or instrument. • K. To lease, sell , convey or otherwise transfer title or rights to or an interest in real or personal property, including, but not limited to, property financed by the Authority for the benefit of a Party or Parties, or other Local Agencies, and to enter into any agreement or instrument in connection with any such lease, sale, conveyance or transfer. -5- 900827 jlw C390 .WLS ( 2 ) L. To exercise other reasonable and necessary powers in • furtherance of any purpose of the Authority or power granted by the Joint Powers Act, the Reimbursement and Settlement Agreement, this Agreement or the bylaws of the Authority. Section 8 . Contributions; Payments and Advances; Use of Personnel , Equipment or Property. The Parties may make contributions from their respective treasuries in furtherance of any or all of the purposes set forth in this Agreement. The Parties may make payments of public moneys to defray the cost of any or all of such purposes. The Parties may make advances of public moneys for any or all of such purposes . Such advances shall be repaid as may be provided by separate agreement regarding advances which may be entered into between the Authority and the Party or Parties making such advance. Person- nel , equipment or property of any of the Parties to this Agreement may be used in lieu of other contributions or advances. The moneys may be paid to and disbursed by the Authority, or by any or all of the Parties. The Authority may receive and dispose of moneys pursuant to and in furtherance of the Reimbursement and Settlement Agreement. All moneys received by the Parties pursuant to the Reimbursement and Settlement Agreement shall be paid to the Authority and shall be deposited into a special fund designated as the "Reimbursement and Settlement Agreement Improvement Fund, " and shall only be used or expended by the Authority consistent with, pursuant to, and in furtherance of the purposes set forth in the Reimbursement and Settlement Agreement. A portion of the moneys that are deposited into such Fund shall be set aside and used by the Authority for the purpose of maintenance of the improvements installed and constructed pursuant to and in furtherance of the Reimbursement and Settlement Agreement. The portion set aside shall be equal to that amount specified in the Reimbursement and Settlement Agreement which is to be set aside into a maintenance fund thereunder. Investment earnings on moneys set aside for maintenance shall be used solely for the purpose of such maintenance. Section 9. Bonding Persons Having Access to Property. The Parties hereby designate the Chief Administrative Officer of the Authority and the Authority Treasurer and the designees thereof as the person or persons who shall have charge of, handle, or have access to any property of the Authority. Such person or persons shall file an official bond 'in the amount required by the City for the City office held by such person. Section 10. Treasurer or Certified Public Accountant; Designation as Depositary; Duties; Auditor. The Authority Treasurer shall be the depositary or and have custody of all the money of the Authority, from whatever source. The Authority Treasurer shall : ( i) receive and receipt for all money of the RESOL. 90-71 -6- 900827 jlw C390.WLS ( 2 ) • . Authority and place it in the treasury of the City Treasurer to the credit of the Authority; ( ii) be responsible upon his or her official bond for the safekeeping and disbursement of all Authority money so held by him or her; ( iii ) pay any other sums due from the Authority from Authority money, or any portion thereof, only upon warrants of the Authority Treasurer; and ( iv) verify and report in writing on the first day of July, October, January, and April of each year to the Authority and to the Parties the amount of money he or she holds for the Authority, the amounts of receipts since his or her last report, and the amount paid out since his or her last report. The Authority Treasurer shall draw warrants to pay demands against the Authority when the demands have been approved by any person authorized to so approve by this Agreement. The City Treasurer shall determine charges to be made against the Authority for the services of the City Treasurer. The City Treasurer shall determine charges to be made against the Authority for the services provided pursuant to this Agreement. Section 11 . Services. The City shall provide all of the necessary services to carry out the provisions of this Agreement, including all necessary administrative services. The City shall also provide all necessary personnel , supplies, equipment, office and meeting space, furnishings, and, except as otherwise provided hereunder, shall advance all costs and expenses of the Authority. By separate agreement, the Parties may provide for reimbursement by the Agency to the City for the cost of administrative, overhead and other expenses advanced pursuant to or in furtherance of this Agreement. The City may be reimbursed for the cost of administrative, overhead and other expenses advanced pursuant to this Agreement from the proceeds of bonds or other obligations of the Authority. Section 12. Obligations of Authority; Contracts for Separate Responsibility. Except as specifically provided herein, the debts, liabilities, and obligations of the Authority shall not be the debts , liabilities, and obligations of the Parties . A Party to this Agreement or a Local Agency may separately contract for, or assume responsibility for, specific debts, liabilities or obligations of the Authority. Section 13 . Restrictions on Powers. Pursuant to and to the extent required by Section 6509 of the Joint Powers Act, the Authority shall be restricted in the exercise of its powers in the same manner as the City is restricted in its exercise of similar powers. Section 14. Compensation of Authority Commission. The persons who serve on the Authority Commission shall not be entitled to compensation. The Authority Commission may authorize reimbursement of expenses incurred by individual Commissioners. -7- 900827 jlw C390 .WLS ( 2 ) 111 Section 15 . Powers of Authority Commission. Except as otherwise provided in this Agreement, the Authority Commission shall exercise all powers and conduct all business of the Authority, either directly or by delegation to other bodies or persons. The Authority Commission shall provide for officers of the Authority and appoint or employ such staff as may be provided in bylaws of the Authority. The Authority Commission shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Authority. Adoption of the budget may not be delegated. The Authority Commission shall receive, review and act upon periodic reports and audits of the funds of the Authority. The Authority Commission shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Authority. Section 16 . Meetings. The Authority Commission shall hold at least two regular meetings each year. The Authority Commission shall fix by resolution or in its bylaws the date upon which, and the hour and place at which, each regular meeting is to be held. Each meeting of the Authority Commission, including without limitation regular, adjourned regular, and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, California Government Code section 54950, et seq. The Authority shall have minutes of regular, adjourned regular, and special meetings kept by the Secretary. A majority of the members of the Authority Commission is a quorum for the transaction of business. However, less than a quorum may adjourn a meeting from time to time. A vote of the majority of a quorum at a meeting is sufficient to take action. Section 17 . Party Responsibilities. Each Party shall make contributions in the form of annual membership assessments and fees, if any, determined by the Authority Commission for the purpose of defraying the costs of providing the annual benefits accruing directly to each Party from this Agreement. Section 18 . Termination and Distribution of Assets. This Agreement may be terminated at any time that no obligations of the Authority are outstanding. Upon termination of this Agreement, all assets of the Authority shall , after payment of all unpaid costs, expenses and charges incurred under this Agreement, be distributed among the Parties hereto in accordance with the respective contributions of each of the Parties; provided, however, that notwithstanding any provision in this Agreement to the contrary, upon termination of this Agreement, the moneys received by the Authority pursuant to and in furtherance of the Reimbursement and Settlement Agreement shall thereafter be used solely for the purposes described in Section 8 hereof, and, in particular, the moneys set aside to be used for maintenance, including the investment earnings thereon, shall thereafter be used solely for the purpose of such maintenance. -8- 900827 jlw C390 .WLS ( 2 ) i • • • 411 411 • Section 19. Liability of Authority Commission, Officers and Employees. The members of the Authority Commission, officers and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be liable for any mistake of judgment or any other action made, taken or omitted by them in good faith, nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest. No Commissioner, officer or employee shall be responsible for any action taken or omitted by any other director, officer or employee. No director, officer or employee shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement. Section 20 . Bylaws. The Authority Commission shall adopt bylaws consistent with this Agreement which shall provide for the administration and management of the Authority, and the regulation of its business and the conduct of its affairs.. Section 21. Severability. Should any portion, term, condition, or provision of this Agreement be decided by a court of competent jurisdiction to be illegal or in conflict with any law of the State, or be otherwise rendered unenforceable or ineffectual , the validity of the remaining portions, terms, conditions, and provisions shall not be affected thereby. Section 22. Filing with Secretary of State. The Chief Administrative Officer of the Authority shall cause to be filed a notice of this Agreement with the office of the Secretary of State within 30 days of its effective date, as required by Section 6503.5 of the Joint Powers Act and within 70 days of its effective date as required by California Government Code Section 53051. -9- 900827 jlw C390.WLS ( 2) • i • • Section 23. Effective Date. The effective date of this Agreement shall be September 4, 1990 . IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date indicated below. DATE: i / 'Ati k 1 iqq e CITY OF RANCHO PALOS VERDES // By• '; a r of t o City o - Ran ho Palos Verde- ATTEST: 41eta r / Aff f TY LERK RANCHO PALOS VERDES REDEVELOPMENT AGENCY By: Ar /..., . /r- Al ,.1 Cha man o "'the Ra ei'o Pals Verdes Rede opment Agency g Y ATTEST: I.ENCY SECRETARY -10- 900827 jlw C390.WLS ( 2 ) t ' 1110 a . §Inte� FILE NO. • r-%3 f1JInrrii Yong Eu •errrtarg of state NOTICE OF A JOINT POWERS AGREEMENT (Government Code Section 6503.5 or 6503.7) Instructions: 1. Complete and mail to: Secretary of State, P.O. Box 704, Sacramento, CA 95812-0704 (916)324-6778 2. Include filing fee of $5.00. (Office Use Only) 3. Do not include attachments, unless otherwise specified. • The name of the agency or entity created under the agreement and responsible for the administration tstration of the agreement is: Rancho Palos Verdes Improvement Authority Mailing address: 30940 Hawthorne Boulevard, Rancho Palos Verdes, California 90274 Provide a short title of the agreement if applicable: Joint Exercise of Powers Agreement The public agencies party to the agreement are: (1) City of Rancho Palos Verdes (2) Rancho Palos Verdes Redevelopment Agency (3) if more space is needed, continue on a separate sheet and attach it to this form. The effective date of the agreement is: September 4. 1990 Provide a condensed statement of the agreement's purpose or the powers to be • the Rancho Palos Verdes Improvementp . exercised: To establish Authority; to install , construct and maintain public capital improvements necessary hazards in the of to abate geologic City Rancho Palos Verdes and to accept financial assistance from other •ublic a•encies• to •rovide for h- i-mplementatio of the Reimbursement and Settlement Agreement dated October 13 , 1987, b ! and among the City of Rancho Palos Ver the Redevelopment Agency Rancho Palos Verdes g ncy and the County of Los Angeles in accordance with Signatii the terms thereof and to carry out 04.4 the intent of the State Legislature Paul Bussey as set forth in the Joint Powers Ci i N 1 1+k�'of City� the City of Rancho Act (and in particular, Article Palos Verdes and Chief Ad - 4 thereof ) . ministrati Officer of the Rancho Palos Verdes Improvement Authority D O SK/Stet'Form t P ISA.401 Nov 7/AA 15