HomeMy WebLinkAboutPFA Item 02 - Board Consideration of Resolutions to Approve and Adopt City of Santa Ana Public Finance and Management Services
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Item # 2
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 7, 2024
TOPIC: Resolutions to approve and adopt City of Santa Ana Public Financing Authority
Bylaws and intent to issue Water Revenue Refunding Bonds structured as Lease
Revenue Bonds
AGENDA TITLE
Board Consideration of Resolutions to Approve and Adopt City of Santa Ana Public
Financing Authority Bylaws and to Declare its Intent to Issue Water Revenue Refunding
Bonds Structured as Lease Revenue Bonds
RECOMMENDED ACTION
1. Adopt a Resolution of the Board of Directors of the City of Santa Ana Public
Financing Authority approving and adopting Bylaws, establishing regular meeting
dates, and authorizing certain other actions in connection therewith.
RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE BOARD OF
DIRECTORS OF THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
APPROVING AND ADOPTING BYLAWS, ESTABLISHING REGULAR MEETING
DATES AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH
2. Adopt a Resolution of the Board of Directors of the City of Santa Ana Public
Financing Authority declaring its intent to issue Tax Exempt obligations to be used to
reimburse the City of Santa Ana for expenditures prior to the issuance of such
Bonds.
RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE BOARD OF
DIRECTORS OF THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
DECLARING ITS INTENT TO ISSUE LEASE REVENUE BONDS TO BE USED TO
REIMBURSE THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY FOR
EXPENDITURES PRIOR TO THE ISSUANCE OF SUCH BONDS
GOVERNMENT CODE §84308 APPLIES: No
Board Consideration of Resolutions to approve and adopt City of Santa Ana Public
Financing Authority Bylaws and to declare its intent to issue Lease Revenue Bonds
May 7, 2024
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DISCUSSION
Introduction
Staff has been working with Urban Futures, Inc. (UFI) municipal advisors and Best Best
and Krieger LLP (BB&K) bond counsel to consider alternatives to pay for water system
capital improvement projects and refund the existing City of Santa Ana Financing
Authority Water Revenue Refunding Bonds, Series 2014. The City may use water
system revenues to finance projects through the issuance of water revenue refunding
bonds structured as lease revenue bonds. In order to issue bonds, staff recommends
the City and the Housing Authority of the City of Santa Ana (Housing Authority) form a
joint powers authority and enter into a joint exercise of powers agreement. The joint
powers authority is proposed to be called the City of Santa Ana Public Financing
Authority (Financing Authority) and the Financing Authority will issue the bonds.
Background
The Joint Exercise of Powers Act, Government Code section 6500 et seq. (Act), permits
public agencies to enter into a joint exercise of powers agreement (JEPA) to form a
separate governmental entity to jointly exercise powers common to the member
agencies (Government Code Section 6502). The parties to the JEPA may create a
separate legal entity (i.e. joint powers authority) under the JEPA to administer the
agreement. Additionally, joint powers authorities have the power of issuing bonds
secured by local revenues, such as the City’s water system revenues. This is a
commonly utilized financing mechanism for cities throughout the State of California.
Discussion
In consultation with BB&K, if the City desires to utilize water system revenue financings
in the future, then the Financing Authority will be a necessary component of such
financings.
The governing body of the Financing Authority will be the Mayor and members of the
City Council. Any regular meeting of the Financing Authority’s Board of Directors shall
be held at the same time and same location as regular meetings of the City Council and
noticed in the same manner. The Board of Directors of the Financing Authority will
conduct a regular meeting at least once each calendar year on the first Tuesday of
December. The Financing Authority Board meetings will have separate agendas from
the City Council meetings and will comply with Brown Act requirements.
For City Council consideration:
•Resolution No. 2024-XXX Resolution of the City Council of the City of Santa
Ana Authorizing the Creation of the City of Santa Ana Public Financing
Authority and Certain Other Matters Pertaining Thereto.
Board Consideration of Resolutions to approve and adopt City of Santa Ana Public
Financing Authority Bylaws and to declare its intent to issue Lease Revenue Bonds
May 7, 2024
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For Housing Authority Board consideration:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the Housing
Authority of the City of Santa Ana Authorizing the Creation of the City of
Santa Ana Public Financing Authority and Certain Other Matters Pertaining
Thereto
If the City Council and Housing Authority Board adopt the aforementioned resolutions,
then staff recommends the newly established Financing Authority Board consider:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the City of
Santa Ana Public Financing Authority Approving and Adopting Bylaws,
Establishing Regular Meeting Dates and Authorizing Certain Other Actions in
Connection Therewith
The City Council will be asked to consider issuing bonds to finance the City’s water
system capital improvements at a future meeting. Until then, the City may make
expenditures related to design and construction costs. The City may desire to use a
portion of the proceeds of the bonds to reimburse the City for prior expenditures on
capital improvements. The City, by making such a declaration, in no way obligates itself
to issue the bonds.
If the Santa Ana Public Financing Authority is created, staff recommends the Financing
Authority Board consider:
•Resolution No. 2024-XXX Resolution of the Board of Directors of the City of
Santa Ana Public Financing Authority Declaring its Intent to Issue Tax Exempt
Obligations to be Used to Reimburse the City of Santa Ana for Expenditures
Prior to the Issuance of Such Bonds
FISCAL IMPACT
This action will allow the City, through the issuance of bonds by the Financing Authority,
to finance water system capital projects.
EXHIBIT(S)
1. Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa
Ana Public Financing Authority Approving and Adopting Bylaws, Establishing Regular
Meeting Dates and Authorizing Certain Other Actions in Connection Therewith
2. Resolution No. 2024-XXX Resolution of the Board of Directors of the City of Santa
Ana Public Financing Authority Declaring its Intent to Issue Tax Exempt Obligations
to be Used to Reimburse the City of Santa Ana for Expenditures Prior to the Issuance
of Such Bonds
3. Bylaws of the City of Santa Ana Public Financing Authority
Board Consideration of Resolutions to approve and adopt City of Santa Ana Public
Financing Authority Bylaws and to declare its intent to issue Lease Revenue Bonds
May 7, 2024
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4. Joint Exercise of Powers Agreement
Submitted By: Kathryn Downs, Executive Director of Finance and Management
Services
Approved By: Alvaro Nuñez, Acting City Manager
55394.00068\42105001.1
Resolution No. 2024-XXX
Page 1 of 3
LR 5/7/24
RESOLUTION NO. 2024-XXX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SANTA ANA
PUBLIC FINANCING AUTHORITY APPROVING AND ADOPTING BYLAWS,
ESTABLISHING REGULAR MEETING DATES AND AUTHORIZING CERTAIN
OTHER ACTIONS IN CONNECTION THEREWITH
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF SANTA
ANA PUBLIC FINANCING AUTHORITY AS FOLLOWS:
Section 1. The Board of Directors of the City of Santa Ana Public Finan cing
Authority hereby finds, determines and declares as follows:
A.WHEREAS, the City of Santa Ana Public Financing Authority (the
"Authority") was formed pursuant to the provisions of 6500 of the California
Government Code (the “Act”); and
B.WHEREAS, pursuant to the Act the Authority may from time to time make
Bylaws to carry into effect its powers and purposes; and
C.WHEREAS, the Authority must appoint officers to act on behalf of the
Authority; and
D.WHEREAS, the Authority has reviewed the Bylaws, which provides for the
appointment of officers, for the Authority, substantially in the form attached
hereto as Exhibit A; and
E.WHEREAS, the Joint Powers Agreement provides that regular meetings of
the Board of Directors of the Authority (the “Board of Directors”) shall be
held at such time as the Board of Directors may fix by resolution from time
to time and special meetings shall be held whenever called by the
Chairperson of the Board of Directors, the Executive Director of the
Authority or by a majority of the members of the Board of Directors; and
F.WHEREAS, Government Code Section 6592.1 requires resolutions
authorizing bonds or any issuance of bonds or accepting the benefit of any
bonds or the proceeds of bonds be adopted by a joint powers authority at a
regular meeting held pursuant to Government Code Section 54954.
Section 2. Approval of Bylaws. The Authority hereby approves and adopts the
Bylaws, substantially in the form attached hereto, marked “Exhibit A," with such revisions,
amendments and completions as shall be approved by the Executive Director or the
EXHIBIT 1
55394.00068\42105001.1
Resolution No. 2024-XXX
Page 2 of 3
Finance Director of the Authority (each a “Responsible Officer”) with the advice of counsel
to the Authority.
Section 3. Establishment of Regular Meeting Dates. Any regular meeting of the
Board of Directors shall be held at the same time and same location as regular meetings
of the City Council of the City of Santa Ana and noticed in the same manner, provided,
however, that if an agenda (containing a brief general description of each item of business
to be transacted or discussed) for any such regular meeting of the Board of Directors is
not posted at least 72 hours before any such regular meeting, such regular meeting shall
be deemed cancelled. If any day so fixed for a regular meeting shal l fall upon a legal
holiday, then such regular meeting shall be held upon the next succeeding business day
at the same hour. The Board of Directors shall conduct a regular meeting at least once
each calendar year on the first Tuesday of December.
Section 4. Appointment of Officers. The officers of the Authority are hereby
appointed as follows:
The Chairman shall be the Mayor of the City,
The Vice-Chairman shall be the Mayor Pro Tem of the City,
The Executive Director shall be the City Manager,
The Treasurer shall be the Executive Director of Finance and
Management Services of the City, and
The Secretary shall be the City Clerk.
Section 5. Other Acts. Each Responsible Officer of the Authority and each
officer of the Authority is hereby authorized and directed to execute and deliver any and
all documents and instruments and to do and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated by this
Resolution.
Section 6. Effective Date. This Resolution shall take effect immediately upon its
adoption by the Board of Directors, and the Secretary of the Board shall attest to and
certify the vote adopting this Resolution.
ADOPTED this __ day of ___, 2024.
_______________________
Valerie Amezcua
Chairperson
55394.00068\42105001.1
Resolution No. 2024-XXX
Page 3 of 3
APPROVED AS TO FORM:
Sonia R. Carvalho
Authority Attorney
By:________________________
Laura A. Rossini
Chief Assistant Authority Attorney
AYES: Board members _______________________________________
NOES: Board members _______________________________________
ABSTAIN: Board members _______________________________________
NOT PRESENT: Board members _______________________________________
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, JENNIFER HALL, Secretary of the Board, do hereby attest to and certify that the
attached Resolution No. ______ to be the original resolution adopted by the Board of
Directors of the City of Santa Ana Public Financing Authority on _____, 2024.
Date: ________________
________________________________
Jennifer L. Hall
Secretary of the Board
55394.00068\42105001.1
A - 1
EXHIBIT A
BYLAWS
55394.00068\42104908.1
BYLAWS
OF
CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the
singular or in the plural, when used herein and initially capitalized, shall have the
meanings specified:
(a) Agreement shall mean the Joint Exercise of Powers Agreement
creating City of Santa Ana Public Financing Authority, dated as of
____________________, 2024, among the parties thereto.
(b) Authority, Board, Member and Joint Powers Law shall have the
respective meanings set forth in the Agreement.
(c) City shall mean the City of Santa Ana .
(d) State shall mean the State of California.
ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located
at 20 Civic Center Plaza, Santa Ana, California 92701.
ARTICLE III
Board
Section 1. Powers. Subject to the limitations of the Agreement, the terms of these
Bylaws, and the laws of the State of California, the powers of this Authority shall be vested
in and exercised by and its property controlled and its affairs conducted by the Board of
the Authority.
Section 2. Number. The Board shall have seven (7) Directors and shall be the
members of the City Council. Each Director shall hold office for a term corresponding to
the term of office on the City Council. Notwithstanding anything contained in this section
to the contrary, no member of the Board shall hold membership on the Board after the
expiration of his or her term as a member of the City Council, or after he or she resigns,
or for any other reason, no longer serves on the City Council.
Section 3. Compensation. Directors shall serve without compensation but each
Director may be reimbursed his or her necessary and actual expenses, including travel
55394.00068\42104908.1
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incident to his or her services as Director, pursuant to resolution of the Board. Any
Director may elect, however, to decline said reimbursement.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at the
same time as regular scheduled times of the City Council, however, the Board may fix by
resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then,
upon the next succeeding business day at the same hour. No notice of any regular
meeting of the Board need be given to the Directors.
Section 5. Special Meetings. Special meetings of the Board shall be held
whenever called by the President, any Vice-President, or by a majority of the Board.
Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board
shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of
Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the
meetings of the Authority shall be given in accordance with such Act.
Section 7. Consent to Meetings. The transactions of the Board at any meeting
however called and noticed or wherever held, shall be as valid as though done at a
meeting duly held after call and notice if a quorum is present and if either before or after
the meeting each Director not present signs a written waiver of notice or a consent to the
holding of such meeting or approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records and made a part of the minutes of
the meeting.
Section 8. Quorum. A quorum shall consist of a majority of the members of the
Board unless a greater number is expressly required by statute, by the Agreement, or by
these Bylaws. Every act or decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is present, shall be the act of the Board.
Section 9. Order of Business. The order of business at the regular meeting of the
Board and, so far as possible, at all other meetings of the Board, shall be essentially as
follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in
order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or
mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the
case may be.
(c) Approval of minutes of previous meetings of the Board and the taking
of action with respect to approval thereof.
(d) Public comment.
(e) Presentation and consideration of reports of officers and committees.
55394.00068\42104908.1
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(f) Unfinished business.
(g) New business.
(h) Adjournment.
Section 10. Non-liability for Debts. The private property of the Directors shall be
exempt from execution or other liability for any debts, liabilities or obligations of the
Authority and no Director shall be liable or responsible for any debts, liabilities or
obligations of the Authority.
Section 11. Indemnity by Authority for Litigation Expenses of Officer, Director or
Employee. Should any Director, officer or employee of the Authority be sued, either alone
or with others, because they are or were a director, officer or employee of the Au thority,
in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the
performance of his or her duties or out of any alleged wrongful act against the Authority
or by the Authority, indemnity for his reasonable expenses, including a ttorneys’ fees
incurred in the defense of the proceedings, may be assessed against the Authority or its
receiver by the court in the same or a separate proceeding if the person sued acted in
good faith and in a manner such person reasonably believed to be in the best interests of
the Authority and, in the case of a criminal proceeding, had no reasonable cause to
believe the conduct of such person was unlawful. The amount of such indemnity shall
equal the amount of the expenses, including attorneys’ fees, incurred in the defense of
the proceeding.
ARTICLE IV
Officers
Section 1. Appointment of Officers. The Chairman, the Vice Chairman,
Treasurer, Executive Director, and Secretary of the Authority shall be the persons as set
forth in Section IV.1 of the Agreement. In addition, the City Attorney shall act as ex officio
legal counsel.
Section 2. Term of Office and Qualification. Each officer elected or appointed
pursuant to Section 1 of this Article IV shall hold office until such time as such of ficer
ceases (in the case of the Chairman or Vice Chairman) to be a member of the Board,
resigns or is removed from such office in accordance with the provisions of Article V of
these Bylaws or is unable to perform the duties of such office.
Section 3. Official Bond. The Treasurer, to the extent such officer’s duties and
responsibilities pursuant to the Joint Powers Law may require, 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 as required by Section 6505.1 of the
Joint Powers Law in the amount of $25,000.
Section 4. Compensation. The compensation of all officers of the Authority
shall be fixed from time to time by the Board, or pursuant to authority of (general or
55394.00068\42104908.1
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specific) resolutions of the Board. No officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a member of the Board of the Authority.
Section 5. Subordinate Officers. The Board may elect or authorize the
appointment of such other officers than those hereinabove mentioned as the business of
the Authority may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these B ylaws, or as the Board from
time to time may authorize or determine.
ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the
Board or officer of the Authority may, subject to contrary provision in any applicable
contract, resign at any time by giving written notice to the Board or to the Chairman or to
the Secretary of the Authority. Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof; and unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make it
effective.
Section 2. Involuntary Resignation; Request. The Board, in the exercise of its
discretion, may request the resignation of any officer elected or appointed pursuant to
Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in
any applicable contracts, such officer shall resign by giving written notice to the Board.
Any such resignation shall take effect at the time specified in such request. If such
resignation is not received within 30 days, the Board may call a meeting at which a
quorum is present and may vote to remove such officer.
ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appoint ed pursuant to Article IV of these
Bylaws becomes vacant at any time by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, such vacancy may be filled at any time
by the Board.
ARTICLE VII
Official Seal
The Authority shall have an official seal which shall be circular in form, containing
thereon the name of the Authority, and the words “Established _____________, 2024,
California.” Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced in any manner whatsoever.
ARTICLE VIII
55394.00068\42104908.1
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Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be
adopted by the affirmative vote of a majority of the members of the Board at any regular
or special meeting of the Board at which a quorum is present.
ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the
validity of the remainder of these Bylaws.
55394.00068\42104908.1
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SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of Santa Ana
Public Financing Authority, a joint exercise of powers authority; that attached hereto is a
true, correct and complete copy of the Bylaws of City of Santa Ana Public Financing
Authority; and that said Bylaws are in full force and effect as of the date hereof.
Dated: __________, 2024
_____________________________
Secretary of the City of Santa Ana
Public Financing Authority
55394.00068\42104979.1
Resolution No. 2024-XXX
Page 1 of 2
LR 5/7/24
RESOLUTION NO. 2024-XXX
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CITY OF SANTA ANA
PUBLIC FINANCING AUTHORITY DECLARING ITS INTENT TO ISSUE LEASE
REVENUE BONDS TO BE USED TO REIMBURSE THE CITY OF SAN TA ANA
PUBLIC FINANCING AUTHORITY FOR EXPENDITURES PRIOR TO THE
ISSUANCE OF SUCH BONDS
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF SANTA
ANA PUBLIC FINANCING AUTHORITY AS FOLLOWS:
Section 1. The Board of Directors of the City of Santa Ana Public Financing
Authority hereby finds, determines and declares as follows:
A.WHEREAS, the City of Santa Ana Public Financing Authority (the
“Authority”) plans to issue tax-exempt lease revenue bonds (the
“Obligations”) to fund the improvements to the City’s water distribution
system (the “Project”); and
B.WHEREAS, the Authority reasonably expects to use a portion of the
proceeds of the Obligations to reimburse the Authority for expenditures on
the Project.
Section 2. Declaration of Official Intent. The Authority hereby declares its
official intent, subject to the further approval of this Board of Directors, to use up to
$30,000,000 of the proceeds of the Obligations to reimburse for expenditures on the
Project. It is intended that this Resolution shall constitute a declaration of “official intent”
within the meaning of Section 1.150 -2 of the Treasury Regulations promulgated under
Section 150 of the Internal Revenue Code, as amended.
Section 3. Other Approvals. The adoption of this Resolution shall not bind the
Authority to proceed with execution and delivery of the Obligations until and unless all
other necessary actions and approvals are taken or received in accordance with all
applicable laws, at the discretion of the Authority.
Section 4. Effective Date. This Resolution shall take effect immediately upon its
adoption by the Board of Directors, and the Secretary of the Board sha ll attest to and
certify the vote adopting this Resolution.
ADOPTED this __ day of ___, 2024.
[Signatures on following page]
EXHIBIT 2
Resolution No. 2024-XXX
Page 2 of 2
_______________________
Valerie Amezcua
Chairperson
APPROVED AS TO FORM:
Sonia R. Carvalho
Authority Attorney
By:________________________
Laura A. Rossini
Chief Assistant Authority Attorney
AYES: Board members _______________________________________
NOES: Board members _______________________________________
ABSTAIN: Board members _______________________________________
NOT PRESENT: Board members _______________________________________
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, JENNIFER HALL, Secretary of the Board, do hereby attest to and certify that the
attached Resolution No. ______ to be the original resolution adopted by the Board of
Directors of the City of Santa Ana Public Financing Authority on _____, 2024.
Date: ________________ ____________________________________
Jennifer L. Hall
Secretary of the Board
55394.00068\42104908.1
BYLAWS
OF
CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the
singular or in the plural, when used herein and initially capitalized, shall have the
meanings specified:
(a)Agreement shall mean the Joint Exercise of Powers Agreement
creating City of Santa Ana Public Financing Authority, dated as of
____________________, 2024, among the parties thereto.
(b)Authority, Board, Member and Joint Powers Law shall have the
respective meanings set forth in the Agreement.
(c)City shall mean the City of Santa Ana .
(d)State shall mean the State of California.
ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located
at 20 Civic Center Plaza, Santa Ana, California 92701.
ARTICLE III
Board
Section 1. Powers. Subject to the limitations of the Agreement, the terms of these
Bylaws, and the laws of the State of California, the powers of this Authority shall be vested
in and exercised by and its property controlled and its affairs conducted by the Board of
the Authority.
Section 2. Number. The Board shall have seven (7) Directors and shall be the
members of the City Council. Each Director shall hold office for a term corresponding to
the term of office on the City Council. Notwithstanding anything contained in this section
to the contrary, no member of the Board shall hold membership on the Board after the
expiration of his or her term as a member of the City Council, or after he or she resigns,
or for any other reason, no longer serves on the City Council.
Section 3. Compensation. Directors shall serve without compensation but each
Director may be reimbursed his or her necessary and actual expenses, including travel
EXHBIT 3
55394.00068\42104908.1
2
incident to his or her services as Director, pursuant to resolution of the Board. Any
Director may elect, however, to decline said reimbursement.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at the
same time as regular scheduled times of the City Council, however, the Board may fix by
resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then,
upon the next succeeding business day at the same hour. No notice of any regular
meeting of the Board need be given to the Directors.
Section 5. Special Meetings. Special meetings of the Board shall be held
whenever called by the President, any Vice-President, or by a majority of the Board.
Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board
shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of
Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the
meetings of the Authority shall be given in accordance with such Act.
Section 7. Consent to Meetings. The transactions of the Board at any meeting
however called and noticed or wherever held, shall be as valid as though done at a
meeting duly held after call and notice if a quorum is present and if either before or after
the meeting each Director not present signs a written waiver of notice or a consent to the
holding of such meeting or approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records and made a part of the minutes of
the meeting.
Section 8. Quorum. A quorum shall consist of a majority of the members of the
Board unless a greater number is expressly required by statute, by the Agreement, or by
these Bylaws. Every act or decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is present, shall be the act of the Board.
Section 9. Order of Business. The order of business at the regular meeting of the
Board and, so far as possible, at all other meetings of the Board, shall be essentially as
follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in
order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or
mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the
case may be.
(c) Approval of minutes of previous meetings of the Board and the taking
of action with respect to approval thereof.
(d) Public comment.
(e) Presentation and consideration of reports of officers and committees.
55394.00068\42104908.1
3
(f) Unfinished business.
(g) New business.
(h) Adjournment.
Section 10. Non-liability for Debts. The private property of the Directors shall be
exempt from execution or other liability for any debts, liabilities or obligations of the
Authority and no Director shall be liable or responsible for any debts, liabilities or
obligations of the Authority.
Section 11. Indemnity by Authority for Litigation Expenses of Officer, Director or
Employee. Should any Director, officer or employee of the Authority be sued, either alone
or with others, because they are or were a director, officer or employee of the Authority,
in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the
performance of his or her duties or out of any alleged wrongful act against the Authority
or by the Authority, indemnity for his reasonable expenses, including attorneys’ fees
incurred in the defense of the proceedings, may be assessed against the Authority or its
receiver by the court in the same or a separate proceeding if the person sued acted in
good faith and in a manner such person reasonably believed to be in the best interests of
the Authority and, in the case of a criminal proceeding, had no reasonable cause to
believe the conduct of such person was unlawful. The amount of such indemnity shall
equal the amount of the expenses, including attorneys’ fees, incurred in the defense of
the proceeding.
ARTICLE IV
Officers
Section 1. Appointment of Officers. The Chairman, the Vice Chairman,
Treasurer, Executive Director, and Secretary of the Authority shall be the persons as set
forth in Section 4.01 of the Agreement. In addition, the City’s Director of Finance shall
act as Finance Director of the Authority, and the city attorney shall act as ex officio legal
counsel.
Section 2. Term of Office and Qualification. Each officer elected or appointed
pursuant to Section 1 of this Article IV shall hold office until such time as such officer
ceases (in the case of the Chairman or Vice Chairman) to be a member of the Board,
resigns or is removed from such office in accordance with the provisions of Article V of
these Bylaws or is unable to perform the duties of such office.
Section 3. Official Bond. The Treasurer, to the extent such officer’s duties and
responsibilities pursuant to the Joint Powers Law may require, 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 as required by Section 6505.1 of the
Joint Powers Law in the amount of $25,000.
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4
Section 4. Compensation. The compensation of all officers of the Authority
shall be fixed from time to time by the Board, or pursuant to authority of (general or
specific) resolutions of the Board. No officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a member of the Board of the Authority.
Section 5. Subordinate Officers. The Board may elect or authorize the
appointment of such other officers than those hereinabove mentioned as the business of
the Authority may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these Bylaws, or as the Board from
time to time may authorize or determine.
ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the
Board or officer of the Authority may, subject to contrary provision in any applicable
contract, resign at any time by giving written notice to the Board or to the Chairman or to
the Secretary of the Authority. Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof; and unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make it
effective.
Section 2. Involuntary Resignation; Request. The Board, in the exercise of its
discretion, may request the resignation of any officer elected or appointed pursuant to
Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in
any applicable contracts, such officer shall resign by giving written notice to the Board.
Any such resignation shall take effect at the time specified in such request. If such
resignation is not received within 30 days, the Board may call a meeting at which a
quorum is present and may vote to remove such officer.
ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appointed pursuant to Article IV of these
Bylaws becomes vacant at any time by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, such vacancy may be filled at any time
by the Board.
ARTICLE VII
Official Seal
The Authority shall have an official seal which shall be circular in form, containing
thereon the name of the Authority, and the words “Established _____________, 2024,
California.” Said seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced in any manner whatsoever.
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ARTICLE VIII
Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be
adopted by the affirmative vote of a majority of the members of the Board at any regular
or special meeting of the Board at which a quorum is present.
ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the
validity of the remainder of these Bylaws.
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6
SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of Santa Ana
Public Financing Authority, a joint exercise of powers authority; that attached hereto is a
true, correct and complete copy of the Bylaws of City of Santa Ana Public Financing
Authority; and that said Bylaws are in full force and effect as of the date hereof.
Dated: __________, 2024
_____________________________
Secretary of the City of Santa Ana
Public Financing Authority
55394.00068\42104911.2
JOINT EXERCISE OF POWERS AGREEMENT
CREATING
CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
Dated as of _____________________, 2024
EXHIBIT 4
55394.00068\42104911.2
TABLE OF CONTENTS
Page
-i-
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................................................................................ 1
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Purpose ............................................................................................................. 3
Section 2.02. Creation of Authority ....................................................................................... 3
ARTICLE III
BOARD
Section 3.01. Board ................................................................................................................ 3
Section 3.02. Powers .............................................................................................................. 3
Section 3.03. Compensation .................................................................................................. 4
Section 3.04. Meetings of the Board; Voting ........................................................................ 4
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4.01. Officers ............................................................................................................ 4
Section 4.02. Subordinate Officers ........................................................................................ 5
Section 4.03. Removal of Officers ......................................................................................... 5
Section 4.04. Chairman .......................................................................................................... 5
Section 4.05. Vice Chairman ................................................................................................. 5
Section 4.06. Secretary .......................................................................................................... 5
Section 4.07. Treasurer .......................................................................................................... 5
Section 4.08. Officers in Charge of Records, Funds and Accounts ....................................... 5
Section 4.09. Other Employees .............................................................................................. 6
Section 4.10. Conflict of Interest Code .................................................................................. 6
ARTICLE V
POWERS
Section 5.01. General Powers ................................................................................................ 6
Section 5.02. Specific Powers ................................................................................................ 6
Section 5.03. Restrictions on Exercise of Powers.................................................................. 7
Section 5.04. Liability; Contribution ..................................................................................... 7
Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board
Member or Employee ...................................................................................... 8
Section 5.06. Execution of Contracts ..................................................................................... 8
55394.00068\42104911.2
TABLE OF CONTENTS
(continued)
Page
-ii-
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions.................................................................................................... 8
Section 6.02. Accounts and Reports ...................................................................................... 9
Section 6.03. Funds ................................................................................................................ 9
Section 6.04. Annual Budget and Administrative Expenses ................................................. 9
ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term ............................................................................................................... 10
Section 7.02. Addition of Members ..................................................................................... 10
Section 7.03. Withdrawal or Exclusion of a Member .......................................................... 10
Section 7.04. Dissolution ..................................................................................................... 11
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Notices ........................................................................................................... 11
Section 8.02. Section Headings ........................................................................................... 12
Section 8.03. Consent .......................................................................................................... 12
Section 8.04. Law Governing .............................................................................................. 12
Section 8.05. Amendments .................................................................................................. 12
Section 8.06. Enforcement by Authority ............................................................................. 12
Section 8.07. Severability .................................................................................................... 12
Section 8.08. Successors and Assigns.................................................................................. 12
Section 8.09. Execution of Counterparts ............................................................................. 12
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1
JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE CITY OF SANTA ANA PUBLIC FINANCING AUTHORITY
THIS JOINT EXERCISE OF POWERS AGREEMENT (the “Agreement”), is made
and entered into this ______________, 2024 by and among the Members (as defined herein);
W I T N E S S E T H:
WHEREAS, agencies formed under Article 1 (commencing with Section 6500) of the
Joint Powers Law (as defined herein) are permitted to provide financing for any of their members
or other local public agencies in the State of California in connection with the lease, acquisition,
construction and improvement of public capital improvements, working capital requirements or
insurance programs of such members or other local agencies; and
WHEREAS, the Members wish to form an agency under the Joint Powers Law, known as
the City of Santa Ana Public Financing Authority, for the purpose of providing an entity to assist
in providing financing, for purposes which are authorized by law and which could finance, lease,
own, operate and maintain public capital improvements for any of its Members, or to be owned by
any of its Members (as defined herein).
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
herein contained, the Members do hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. In addition to the other terms defined herein, the following
terms, whether in the singular or in the plural, when used herein and initially capitalized shall have
the meanings specified.
“Agreement” means this Joint Exercise of Powers Agreement, as originally entered into or
as amended from time to time in accordance with Section 8.05 hereof.
“Authority” means the City of Santa Ana Public Financing Authority established pursuant
to Section 2.02 hereof.
“Board” means the Board referred to in Section 3.01 hereof, which shall be the governing
body of the Authority.
“Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of
the Joint Powers Law (commencing with Section 6584), as amended from time to time, Article 2
of the Joint Powers Law (commencing with Section 6540), as amended from time to time, or any
other law available for use by the Authority in the authorization and issuance of Indebtedness or
to provide for the financing of Indebtedness and/or Public Capital Improvements, as amended from
time to time.
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2
“Bond Purchase Agreement” means an agreement between the Authority and a Member or
a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness from a Member
or a Local Agency, as the case may be.
“City” means the City of Santa Ana.
“Fiscal Year” means the fiscal year of the Authority as established from time to time by
the Board, being at the date of this Agreement the period from July 1 in any calendar year to and
including June 30 in the succeeding calendar year.
“Housing Authority” means the City of Santa Ana Housing Authority.
“Indebtedness” means bonds, notes or other evidences of indebtedness, and all other
obligations, instruments and agreements constituting “Bonds” under the Joint Powers Law, which
are issued or incurred by or on behalf of the Authority, a Member or a Local Agency pursuant to
the Bond Law or pursuant to any other provision of law to finance the lease, acquisition,
construction or improvement of Public Capital Improvements, Working Capital Requirements, or
liability or other insurance needs of any Local Agency (the “Local Obligations”).
“Joint Powers Law” means Articles 1 through 4 (commencing with Section 6500) of
Chapter 5, Division 7, Title 1 of the California Government Code, as amended from time to time.
“Liability Share” means, with respect to any Member, the amount of a judgment for
damages divided by the number of Members at the time the act or omission occurred, unless any
portion of the judgment arises from an act or omission directly related to the studying, planning,
financing, developing, acquiring, purchasing, construction, reconstructing, implementing,
improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or
decommissioning of any project undertaken by the Authority under this Agreement, in which case,
with respect to such portion, the term “Liability Share” shall mean, with res pect to any Member,
the amount of such portion multiplied by a fraction equal to (i) such Member’s entitlement or right,
if any, to participate in such project at the time the act or omission occurred, divided by (ii) the
aggregate amount of all Members’ entitlements or rights to participate in such project at the time
the act or omission occurred.
“Local Agency” means each of the Members, any agency or subdivision of a Member, and
any other city, county, authority, district or public corporation of the State of California.
“Members” means, collectively, all of the Members that are parties to this Agreement,
which Members shall initially consist of the City of Santa Ana and the City of Santa Ana Housing
Authority and which shall include all additional Members that become parties hereto pursuant to
the provisions of Section 7.02 hereof; provided, however, that the term “Member” shall not include
any entity which shall have withdrawn or been excluded from the Authority pursuant to Section
7.03 hereof.
“Public Agency” has the meaning given to the term “public agency” in Article 1 of the
Joint Powers Law, as may be amended from time to time.
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3
“Public Capital Improvements” has the meaning given such term in Section 6585(n) of the
Bond Law, as such provision may be amended from time to time.
“Working Capital Requirements” means the requirements of any Local Agency for funds
to be used by, or on behalf of, such Local Agency for any purpose for which such Local Agency
may borrow money pursuant to Section 53852 of the California Government Code, as amended
from time to time.
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Joint Powers Law
providing for the joint exercise of powers common to two or more Members, and for other
purposes as permitted under the Joint Powers Law and the Bond Law. The purpose of this
Agreement is to provide for the financing or refinancing of Public Capital Improvements for and
Working Capital Requirements and insurance programs of, the Members and any Local Agency,
including without limitation, the purchase by the Authority of Indebtedness of any of the Members
or a Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority
to a Member or a Local Agency or the entering into of contractual arrangements by the Authority
with a Member or a Local Agency and any other transaction authorized by the Joint Powers Law
and other laws; engaging in financings relating to the encouragement of economic development
and the stimulation of public revenues in the City through the acquisition and financing by the
Authority of such Public Capital Improvements; and to engage in any other transactions authorized
by the Joint Powers Law and other laws.
Section 2.02. Creation of Authority. Pursuant to the Joint Powers Law, there is hereby
created a public entity to be known as the “City of Santa Ana Public Financing Authority”. The
Authority shall be a public entity separate and apart from the Members, and shall administer this
Agreement.
ARTICLE III
BOARD
Section 3.01. Board. The Authority shall be governed by a Board, which shall be
comprised of members determined as provided in this Section 3.01. The Board shall be called the
“Board of the City of Santa Ana Public Financing Authority.” Notwithstanding anything
contained in this Section 3.01 to the contrary, no member of the Board shall hold membership on
the Board after the expiration of his or her term as a member of the governing body of a Member,
or after he or she resigns, is removed or for any other reason no longer serves as a member of the
governing body of a Member. The Board members shall be the members of the City Council of
the City.
Section 3.02. Powers. Subject to the limitations of this Agreement and the laws of the
State of California, the powers of this Authority shall be vested in and exercised by and its property
controlled and its affairs conducted by the Board. The Board shall have the responsibility for the
55394.00068\42104911.2
4
general management of the affairs, property and business of the Authority and may, from time to
time, adopt and modify such Bylaws and other rules and regulations for that purpose and for the
conduct of its meetings as it may deem proper.
Section 3.03. Compensation. Members of the Board shall serve without compensation.
Each such member may be reimbursed for necessary and actual expenses, including travel incident
to his or her services as member of the Board, pursuant to resolution of the Board. Any member
of the Board may elect, however, to decline said reimbursement.
Section 3.04. Meetings of the Board; Voting.
(a) Call, Notice and Conduct of Meetings. All meetings of the Board, including
without limitation, regular, adjourned regular and special meetings, shall be called, noticed,
held and conducted in accordance with the Ralph M. Brown Act, being Sections 54950 et
seq. of the California Government Code, as amended from time to time.
(b) Regular Meetings. The Board shall hold a regular meeting not less than
once each calendar year. Regular meetings of the Board shall be held at such time as the
Board may fix by resolution from time to time, and if any day so fixed shall fall upon a
Saturday, Sunday or legal holiday, then, upon the next succeeding business day at the same
hour. No notice of any regular meeting of the Board need be given to the members of the
Board.
(c) Special Meetings. Special meetings of the Board shall be held whenever
called by the Chairman of the Authority or by a majority of the members of the Board, in
accordance with the provisions of the California Government Code, as amended from time
to time.
(d) Quorum. A majority of the total number of members of the Board shall
constitute a quorum for the transaction of business, except that less than a quorum may
adjourn from time to time.
(e) Voting. Each member of the Board shall have one vote. The affirmative
votes of at least a majority of the members of the Board present at any meeting at which a
quorum is present shall be required for the Board to take any action. Every act or decision
done or made by a majority of the members of the Board present at any m eeting at which
a quorum is present shall be the act of the Board.
ARTICLE IV
OFFICERS AND EMPLOYEES
Section 4.01. Officers. The officers of the Authority shall be a Chairman, a Vice
Chairman, an Executive Director, a Secretary, a Treasurer and such other officers as the Board
may appoint. The Chairman shall be the Mayor of the City. The Vice Chairman shall be the
Mayor Pro Tem of the City. The Treasurer shall be the Director of Finance of the City. The City
Manager of the City shall serve as the Executive Director of the Authority. The City Clerk of the
City shall serve as the Secretary of the Authority.
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5
Section 4.02. Subordinate Officers. The Board may elect or authorize the appointment of
such other officers than those herein above mentioned as the business of the Authority may require,
each of whom shall hold office for such period, have such authority and perform such duties as are
provided in this Agreement, or as the Board, from time to time, may authorize or determine.
Section 4.03. Removal of Officers. Any officer may be removed, either with or without
cause, by a majority of the members of the Board at any regular or special meeting of the Board.
Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or
any other cause, the Board may delegate the powers and duties of such office to any officers or to
any members of the Board until such time as a successor for said office has been appointed.
Section 4.04. Chairman. The Chairman shall be the chief executive officer of the
Authority and shall, subject to the control of the Board, have general supervision, direction and
control of the business and officers of the Authority. He or she shall be ex officio member of all
standing committees, and shall have the general powers and duties of management of the Authority
and shall have such other powers and duties as may be prescribed by the Board or this Agreement.
The Chairman shall preside at all meetings of the Board.
Section 4.05. Vice Chairman. In the absence or disability of the Chairman, the Vice
Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers
of and be subject to all of the restrictions upon the Chairman. The Vice Chairman shall have such
other powers and perform such other duties as may, from time to time, be prescribed for him or
her by the Board or this Agreement.
Section 4.06. Secretary. The Secretary shall keep or cause to be kept a book of minutes
at the principal office or at such other place as the Board may order, of all meetings of the Board,
with the time and place of holding, whether regular or special, and if special, how authorized, the
notice thereof given, the names of those present at Board meetings and the proceedings thereof.
The Secretary shall give or cause to be given notice of all meetings of the Board. The Secret ary
shall keep the Authority records in safe custody and shall have such other powers and perform
such other duties as may be prescribed by the Board or this Agreement.
Section 4.07. Treasurer. Pursuant to Section 6505.6 of the Joint Powers Law, the Board
shall designate a Treasurer of the Authority. Subject to the applicable provisions of any indenture
or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the
depositary of the Authority to have custody of all the money of the Authority, from whatever
source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5
of the Joint Powers Law.
The Treasurer 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 Joint Powers Law. The
controller of the Authority shall draw checks to pay demands against the Authority when the
demands have been approved by the Authority.
Section 4.08. Officers in Charge of Records, Funds and Accounts. The Treasurer to the
extent such officer’s duties and responsibilities require, 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
55394.00068\42104911.2
6
file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of
$25,000.
Section 4.09. Other Employees. The Board shall have the power to appoint and employ
such other officers, employees, consultants and independent contractors as it may deem necessary
for the purposes of this Agreement, any of whom may be employees of a Member, and who shall
have such powers, duties and responsibilities as are determined by the Board.
All of the privileges and immunities from liability, exemptions from laws, ordinances and
rules, all pension, relief, disability, workers’ compensation and other benefits which apply to the
activities of officers, agents, or employees of a public agency when performing their respective
functions shall apply to them to the same degree and ex tent while engaged in the performance of
any of the functions and other duties under this Agreement.
None of the officers, agents, or employees directly employed by the Authority shall be
deemed, by reason of their employment by the Authority to be employed by any of the Members
or, by reason of their employment by the Authority, to be subject to any of the requirements of any
of the Members.
Section 4.10. Conflict of Interest Code. The Authority by resolution shall adopt by
reference a Conflict of Interest Code as required by the Political Reform Act of 1974, commencing
with section 81000 of the Government Code of the State of California.
ARTICLE V
POWERS
Section 5.01. General Powers. The Authority shall exercise in the manner herein
provided powers common to Members, or as otherwise permitted under the Joint Powers Law, and
necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the
restrictions set forth in Section 5.03 hereof.
As provided in the Joint Powers Law, the Authority shall be a public ent ity separate from
the Members. The Authority shall have all of the powers provided in the Joint Powers Law,
including but not limited to Article 4 of the Joint Powers Law (commencing with Section 6584),
and including the power to issue or incur Indebtedness under the Bond Law.
Section 5.02. Specific Powers. The Authority is hereby authorized, in its own name, to
do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or
all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to plan, develop, acquire, construct, manage, maintain, repair, replace or
operate any Public Capital Improvement, including the common power of the Members to
acquire any Public Capital Improvement by the power of eminent domain;
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7
(d) to acquire (by the exercise of the power of eminent domain or otherwise),
hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible,
and any interests therein, wherever located;
(e) to issue or incur Indebtedness and otherwise to incur debts, liabilities or
obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute
a debt, liability or obligation of any of the Members;
(f) to sue and be sued in its own name;
(g) to establish a budget and authorize expenditures therefrom;
(h) to apply for, accept, receive and disburse grants, loans and other aids from
any agency of the United States or of the State of California or from any private sources;
(i) to enter into agreements for the creation of separate public entities and
agencies pursuant to the Joint Powers Law;
(j) to invest any money in the treasury as determined by the Authority, in
accordance with applicable provisions of the Joint Powers Law and Section 53601 of the
California Government Code, as amended from time to time;
(k) to apply for letters of credit or other forms of financial guarantees in order
to secure the repayment of Indebtedness and enter into agreements in connection therewith;
(l) to carry out and enforce all the provisions of this Agreement;
(m) to make and enter into Bond Purchase Agreements;
(n) to purchase Indebtedness of a Member or any Local Agency;
(o) to establish non-profit corporations or for-profit corporations to assist in
accomplishing any of its objectives; and
(p) to exercise any and all other powers as may be permitted by State law and/or
the Joint Powers Law (including Section 6588 of the Joint Powers Law).
Section 5.03. Restrictions on Exercise of Powers. The powers of the Authority shall be
exercised in the manner provided in the Joint Powers Law and in the Bond Law subject only to the
restrictions upon the manner of exercising such powers as are imposed upon the Members in the
exercise of similar powers.
Section 5.04. Liability; Contribution. Pursuant to the Joint Powers Law, the debts,
liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any
of the Members, except as provided by Section 895.2 of the California Government Code, as
amended from time to time, in the case of injury caused by a negligent or wrongful act or omission
occurring in the performance of this Agreement. In the event any Member is held liable upon any
judgment for damages caused by a negligent or wrongful act or omission occurring in the
55394.00068\42104911.2
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performance of this Agreement, and pays in excess of its Liability Share of such judgment, such
Member shall be entitled to contribution from each other Member and may require each other
Member to pay an amount towards the judgment for damages, but in no event shall any such other
Member be required to pay in excess of its Liability Share of such judgment. No Board member,
Member, officer, agent or employee of the Authority shall be individually or personally liable for
the payment of the principal of or premium or interest on any obligations of the Authority or be
subject to any personal liability or accountability by reason of any obligations of the Authority;
but nothing herein contained shall relieve any such Board member, Member, officer, agent or
employee from the performance of any official duty provided by law or by the instruments
authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement
shall in any way diminish the liability of any Member or other party with respect to any contract
between such Member or other party and the Authority.
Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member
or Employee. In the event any Board member, officer or employee of the Authority be sued, either
alone or with others, because he or she is or was a Board member, officer or employee of the
Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the
performance of his or her duties or out of any alleged wrongful act against the Authority or by the
Authority, indemnity to such person for reasonable expenses, including attorneys’ fees incurred in
the defense of the proceedings, may be assessed against the Authority or its receiver by the court
in the same or a separate proceeding if the person sued acted in good faith and in a manner such
person reasonably believed to be in the best interests of the Authority and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The
amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, and
the amount of any judgment, incurred in the defense of the proceeding.
Section 5.06. Execution of Contracts. The Board, except as otherwise provided in this
Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or
execute any contract or execute any instrument in the name of and on behalf of the Authority and
such authorization may be in general or confined to specific instances and unless so authorized by
the Board, no officer, agent or employee shall have any power or authority to bind the Authority
by any contract or engagement or to pledge its credit or to render it liable for any purpose or in
any amount.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. In accordance with the California Government Code, the
Members may in the appropriate circumstances when required hereunder: (a) make contributions
from their treasuries as approved from time to time by the Board, for the purposes set forth herein,
(b) make payments of public funds to defray the cost of such purposes, (c) make advances of public
funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel,
equipment or property in lieu of other contributions or advances. The provisions of Section 6513
of the Joint Powers Law are hereby incorporated into this Agreement. The Authority may make
such arrangements relative to the repayment or return to the Members of such contribu tions,
payments and advances as are approved from time to time by the Board.
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Any Member which fails to make or pay when due any required contribution, payment or
advance to the Authority, may have its rights under this Agreement terminated and may be
excluded from participation in the Authority as provided in Section 7.03(c) hereof. Any such
Member shall continue to be liable for its obligations under any contract with the Authority and
for any unpaid contribution, payment or advance approved by the Board prior to such Member’s
exclusion and not objected to by such Member by written notice to the Authority within thirty (30)
days after such approval.
Section 6.02. Accounts and Reports. There shall be strict accountability of all funds and
reporting of all receipts and disbursements of the Authority. The Authority shall establish and
maintain such funds and accounts as may be required by good accounting practice or by any
provision of any resolution, indenture or other instrument of the Authority securing its
Indebtedness, except insofar as such powers, duties and responsibilities are assigned to a trustee
appointed pursuant to such resolution, indenture or instrument. The books and records of the
Authority shall be open to inspection at all reasonable times by the Members and their
representatives. The Authority shall give an audited written report of all financial activities for
each Fiscal Year to the Members within 210 days after the close of each Fiscal Year.
The Treasurer, as controller of the Authority, shall contract with a certified public
accountant or public accountant to make an independent 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 California Government Code,
as amended from time to time, and shall conform to generally accepted auditing standards. When
such an audit of an account and record is made by a certified public accountant or public
accountant, a report thereof shall be filed as public records with each of the Members and with the
county auditor of Orange County. Such report shall be filed within 12 months of the end of the
Fiscal Year 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 shall be borne by
the Authority and shall be a charge against any unencumbered funds of the Authority available for
the purpose.
Section 6.03. Funds. Subject to the applicable provisions of any instrument or agreement
which the Authority may enter into, which may provide for a trustee to receive, have custody of
and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and
disburse Authority funds as nearly as possible in accordance with generally accepted accounting
practices, and shall make the disbursements required by this Agreement or to carry out any of the
provisions or purposes of this Agreement.
Section 6.04. Annual Budget and Administrative Expenses. The Board may adopt a
budget for administrative expenses, which shall include all expenses not included in any financing
issue of the Authority, annually prior to July 1st of each year. The estimated annual administrative
expenses of the Authority shall be allocated by the Authority to the Members equally.
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ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term. This Agreement shall become effective as of the date first set forth
above, and the Authority shall come into existence, on the date of execution and delivery hereof,
and this Agreement shall thereafter continue in full force and effect until the later of December 31,
2090, or the date on which all Indebtedness and other obligations of the Authority and the interest
thereon shall have been paid in full or until adequate provision for such payment shall have been
made in accordance with the instruments governing such Indebtedness, and no contracts to which
the Authority is a party remain in effect, unless earlier dissolved pursuant to Section 7.04 hereof.
Section 7.02. Addition of Members. (a) Public Agencies possessing one or more of the
powers specified in the first paragraph of the recitals to this Agreement may be added as parties to
this Agreement, and become Members, upon the filing by such Public Agency with the Board of
an instrument in form and substance satisfactory to the Board together with a certified copy of a
resolution of its governing body, whereby the Public Agency (i) agrees to the provisions of this
Agreement and (ii) requests to become a Member. In reviewing an application for membership,
the Board may reject said application based on the creditworthiness of the applicant or on any
other matter which has affected or may affect the creditworthiness of the applicant and which may
thereby affect the creditworthiness of the Authority. The Board also reserves the right to reject an
applicant if the Board determines that the membership of such applicant would be detrimental to
the effectiveness of the Authority or would interfere with the realization of the Authority’s goals
and purposes.
(b) Notwithstanding Section 7.02(a) hereof, no such Public Agency shall
become a Member until (i) its admission is approved by a vote of a majority of the Board
voting on the matter and (ii) such Public Agency deposits or agrees to deposit with the
Authority an amount equal to such share of the costs and expenses incurred by the
Authority prior to the date of admission of such Public Agency as a Member as shall be
determined by the Board.
(c) Upon satisfaction of the provisions of Section 7.02(a) and 7.02(b) hereof,
such Public Agency shall be a Member for all purposes of this Agreement, and the
instrument provided pursuant to Section 7.02(a) hereof shall become a part of the official
records of the Authority. Neither the effectiveness of such membership nor such
instrument shall constitute an amendment or modification of this Agreement for purposes
of Section 8.05 hereof.
Section 7.03. Withdrawal or Exclusion of a Member. (a) Any Member may withdraw
from the Authority upon the following conditions: (i) the Member shall have filed with the Board
a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii)
if the Authority, prior to the filing of such resolution, shall have incurred any obligation payable
from contributions, payments or advances in accordance with Section 6.01 hereof, which
obligation matures after the date of such filing, the withdrawing Member shall have paid, or made
arrangements satisfactory to the Board to pay to the Authority its pro rata portion of such
obligation.
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(b) Upon compliance with the conditions specified in Section 7.03(a) hereof,
the withdrawing Member shall no longer be considered a Member for any reason or
purpose under this Agreement and its rights and obligations under this Agreement shall
terminate. The withdrawal of a Member shall not affect any obligations of such Member
under any contract between the withdrawing Member and the Authority.
(c) Any Member which has (i) defaulted under a contract with the Authority,
or (ii) failed to pay any required contributions, payments or advances in accordance with
Section 6.01 hereof, may have its rights under this Agreement terminated and may be
excluded from participating in the Authority by a vote of a majority of the members of the
Board voting on the matter (excluding from voting the member(s) of the Board, if any,
representing the defaulting Member). Any excluded Member shall continue to be liable
for its obligations under any contract with the Authority and for any unpaid contribution,
payment or advance approved by the Board prior to such Member’s exclusion and not
objected to by such Member by written notice to the Authority within thirty (30) days after
such approval.
No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or
exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or
modification of this Agreement for purposes of Section 8.05 hereof.
Section 7.04. Dissolution. With the approval of the Board, the Authority may be
dissolved, if at the time of such dissolution the Authority has no Indebtedness outstanding and is
not a party to any contract remaining in effect (unless adequate provision shall have been made for
the discharge of such contract). Upon the dissolution or termination of the Authority, and after
payment or provision for payment, all debts and liabilities, the assets of the Authority shall be
distributed to the Members in such manner as shall be determined by the Board.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Notices. (a) Any notice, demand or request to any Member provided for in
this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered
in person or sent by registered or certified mail, postage prepaid, to the person designated by such
Member upon the commencement of its membership in the Authority.
(b) A Member may, at any time, by written notice to each other Member and
the Authority, designate different persons or different addresses for the giving of notices,
demands or requests to it hereunder.
(c) Any notice, demand or request to the Authority provided for in this
Agreement shall be in writing and shall be deemed properly served, given, or made if
delivered in person or sent by registered or certified mail, postage prepaid, to City of Santa
Ana Public Financing Authority, 20 Civic Center Plaza, Santa Ana, California 92701, or
at the notice address most recently provided by said Member pursuant to this Section 8.01.
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(d) The Authority may, at any time, by written notice to each Member,
designate a different or additional person or a different address for giving notices, demands
or requests to it hereunder.
Section 8.02. Section Headings. All section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the language
in the section referred to or to define or limit the scope of any provision of this Agreement.
Section 8.03. Consent. Whenever in this Agreement any consent or approval is required,
the same shall not be unreasonably withheld.
Section 8.04. Law Governing and Venue. This Agreement is made in the State of
California under the constitution and laws of the State of California, and is to be so construed.
Venue shall be held exclusively in Orange County.
Section 8.05. Amendments. This Agreement may be amended at any time, or from time
to time, except as limited by contract with the owners of Indebtedness issued or incurred by the
Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction
having authority, by one or more supplemental agreements executed by all then current Members
either as required in order to carry out any of the provisions of this Agreement or for any other
purpose.
Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any
or all legal or equitable actions, including but not limited to injunction and specific performance,
necessary or permitted by law to enforce this Agreement.
Section 8.07. Severability. In the event that any term, covenant or condition of this
Agreement or the application of such term, covenant or condition shall be held invalid as to any
person or circumstance by any court having jurisdiction in the premises, all other terms, covenants
and conditions of this Agreement and their application shall not be affected thereby, but shall
remain in force and effect unless a court holds that the provisions are not separable from all other
provisions of this Agreement.
Section 8.08. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the Members. No Member may assign any
right or obligation hereunder without the written consent of the other Members. The immediately
preceding sentence shall not affect, in any respect, any right of assignment under any contract
between any Member and the Authority.
Section 8.09. Execution of Counterparts. This Agreement may be executed in any
number of counterparts. All such counterparts shall be deemed to be originals and shall together
constitute but one and the same instrument.
(Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their proper officers thereunto duly authorized, on the day and year first set forth
above.
CITY OF SANTA ANA
By: ______________________________________
Valerie Amezcua, Mayor
ATTEST:
_________________________________
Jennifer L. Hall, City Clerk
CITY OF SANTA ANA HOUSING AUTHORITY
By: ______________________________________
Valerie Amezcua, Chairman
ATTEST:
_________________________________
Jennifer L. Hall, Secretary
-Signature Page-
Joint Exercise of Powers Agreement
Creating City of Santa Ana Public Financing Authority