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HomeMy WebLinkAbout111615 OB SARDA Special Meeting AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II]. SPECIAL MEETING NOTICE / AGENDA OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA NOVEMBER 16, 2015 — 6:30 PM Next in Order: Resolution: 15-03 CALL TO ORDER: John Meyer, Vice -Chairperson Roll Call: Thornhill, Meyer, Gonzalez, Kelliher, Ordway -Peck, Elam, Turner PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Board on items that are not listed on the Agenda. Speakers are limited to three minutes each. If you desire to speak to the Board about an item not on the Agenda, a salmon colored "Request to Speak" form should be filled out and filed with the Board Secretary. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the Board Secretary prior to the Board addressing that item. There is a three-minute time limit for individual speakers. NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the Action Minutes of September 23, 2015 BOARD BUSINESS 2 Approve RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. OB SARDA 15- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF THE FIRST AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT ADJOURNMENT Next regular meeting: Wednesday, November 25, 2015, 6:30 PM, Council Chambers, 41000 Main Street, Temecula, California. / / b.�� Z2 � V11""",_1 0 r,1 - Date Randi Johl/Board ecretary NOTICE TO THE PUBLIC: The Agenda will be available for viewing, prior to the meeting, at the Main Reception at City Hall — 41000 Main Street, Temecula, 8:00 — 5:00 PM as well as on the City's website — +,vww.citycftemecula.oro. Any staff report/written material pertaining to this meeting will be available, prior to the meeting, for public review at the Main Reception and at the respective meeting. Any Supplemental Material distributed to a majority of the Committee Members regarding any item on the Agenda, after the posting of the Agenda, will be available for public review at the Main Reception. In addition, such material will be made available for review at the respective meeting. If you have any questions regarding any item of business on the Agenda for this meeting, please contact City Hall — 951-694-6444. ITEM 1 ACTION MINUTES OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA SEPTEMBER 23, 2015 — 6:30 PM Next in Order: Resolution: 15-02 CALL TO ORDER: Gary Thornhill, Chairperson Roll Call: Thornhill, Elam, Meyer, Kelliher ABSENT: Gonzalez, Ordway -Peck, Turner PUBLIC COMMENTS NO SPEAKERS. NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the Minutes of February 25, 2015. APPROVED BY A 3-1-3 VOTE. 1.2 Approve the Minutes of June 24, 2015. APPROVED BY A 3-1-3 VOTE. 1.3 Approve the Minutes of July 22, 2015. APPROVED BY A 3-1-3 VOTE. 1 BOARD BUSINESS 2 Approve Rego nixed Obligation Payment Schedule for the Period January 1 2016 through June 30. 2016 (ROPS 15-1613). APPROVED BY A 4-0-3 VOTE RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. OB SARDA 15-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING A RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD OF JANUARY 1, 2016 THROUGH JUNE 30, 2016 PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177 AND TAKING CERTAIN ACTIONS IN CONNECTION THEREWITH ADJOURNMENT Next regular meeting: Wednesday, October 14, 2015, 6:30 PM, Council Chambers, 41000 Main Street, Temecula, California. Gary Thornhill Chairperson Aaron Adams Executive Director ATTEST: Randi Johl, City Clerk/Secretary ITEM 2 OVERSIGHT BOARD TO THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Members of the Oversight Board Luke Watson, Director of Community Development for the Successor Agency to FROM: the Temecula Redevelopment Agency DATE: November 16, 2015 SUBJECT: First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement, to Provide for Withdrawal of Successor Agency to the Temecula Redevelopment Agency as a Member PREPARED BY: Lynn Kelly -Lehner, Senior Management Analyst for the Successor Agency to the Temecula Redevelopment Agency RECOMMENDATION: That the Oversight Board adopt a resolution entitled: RESOLUTION NO. OB SARDA 15- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF THE FIRST AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT SUMMARY: Being presented for approval is a First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (the "Amendment"), to be executed by and among the City of Temecula (the "City"), the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency'), the Temecula Community Services District (the "CSD") and the Temecula Housing Authority (the "Housing Authority"), in substantially final form. The Amendment amends the Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of April 24, 2001 (the "Original Agreement"), by and between the City and the former Redevelopment Agency of the City of Temecula (the "Former RDA"). The Amendment provides for the withdrawal of the Successor Agency as a member of the Financing Authority and the addition of the CSD and the Housing Authority as new members. BACKGROUND: In 2000, the City and the Former RDA entered into the Original Agreement and formed the Financing Authority pursuant to the Joint Exercise of Powers Act, set forth in Government Code Sections 6500 et seq. As contemplated by the Original Agreement, the Financing Authority has assisted in the financing (and refinancing) of various projects benefiting the community over the years. Among other things, the Financing Authority undertook proceedings to form several community facilities districts and issued bonds on behalf of such community facilities districts for the financing (and refinancing) of public improvements. Some of the bonds issued by the Financing Authority remain outstanding. The Former RDA was dissolved as of February 1, 2012 pursuant to Parts 1.8 and 1.85 of Division 24 of the Health and Safety Code (the "RDA Dissolution Act"). The Successor Agency is the successor entity to the Former RDA and is tasked with winding -down the Former RDA's affairs. The withdrawal of the Successor Agency as a member to the Financing Authority will be in furtherance of the wind -down, while the addition of the CSD and the Housing Authority as new members to the Financing Authority will help preserve the existence of the Financing Authority, without disruption to the outstanding Financing Authority bonds. Pursuant to the RDA Dissolution Act, the Oversight Board may direct and approve the termination of the Successor Agency's participation in an agreement with other public entities, if the Oversight Board finds that such termination would be in the best interests of the taxing entities. On November 10, 2015, the Successor Agency Board of Directors adopted its Resolution No. SARDA 15-04, requesting the Oversight Board's approval of the Successor Agency's execution and delivery of the Amendment. FISCAL IMPACT: The termination of the Successor Agency's membership to the Financing Authority and the execution and delivery of the Amendment are in furtherance of the wind -down of the Former RDA's affairs, reduce the potential liabilities of the Successor Agency and are in the best interests of the taxing entities. ATTACHMENTS: 1. Resolution No. OB SARDA 15 - Exhibit A — First Amendment to Temecula Financing Authority Joint Exercise of Powers Agreement 2. Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of April 24, 2001 3. Resolution No. SARDA 15-04, adopted by the Board of Directors of the Successor Agency on November 10, 2015 RESOLUTION NO. OB SARDA 15- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF THE FIRST AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Oversight Board (this "Oversight Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) The City of Temecula (the "City") and the Redevelopment Agency of the City of Temecula (the "Former Agency") entered into a Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of April 24, 2001 (the "Original Agreement"), establishing the Temecula Public Financing Authority (the "Authority") as a joint powers agency pursuant to the Joint Exercise of Powers Act (Government Code Sections 6500 et seq.). (b) The Original Agreement provides for the joint exercise of powers common to the members of the Authority, for other purposes and powers as permitted by law and for the implementation of the Mark -Roos Local Bond Pooling Act of 1985 (Government Code Sections 6584 et seq.) including, among other powers the financing and refinancing of public improvements and obligations as described in the Original Agreement. (c) Pursuant to Part 1.85 of Division 24 of the Health and Safety Code (enacted by Chapter 5 of the Statutes of 2011, ABX1 26), all redevelopment agencies in the State of California (including the Former Agency) dissolved as of February 1, 2012, the Successor Agency was established as the successor entity to the Former Agency, and this Oversight Board was constituted. (d) The Successor Agency is tasked with the wind -down of the Former Agency's affairs. (e) There has been prepared a First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (the "Amendment"), by and among the City, the Successor Agency, the Temecula Community Services District (the "District") and the Temecula Housing Authority (the "Housing Authority"), pursuant to which the Successor Agency will withdraw as a member of the Authority and the District and the Housing Authority will become new members of the Authority. (f) The Authority has previously issued multiple of series of bonds, some of which remain outstanding as of the date hereof. (g) The addition of the District and the Housing Authority as members to the Authority will preserve the existence of the Authority (thereby avoiding any disruption with respect to the outstanding Authority bonds), while allowing the Successor Agency to withdraw its membership. (h) The Successor Agency's withdrawal as a member of the Authority will be in furtherance of the wind -down of the Former Agency's affairs. Section 2. This Oversight Board hereby finds and determines that the termination of the Successor Agency's membership to the Authority and the execution and delivery of the Amendment are in furtherance of the wind -down of the Former agency's affairs, reduce the potential liabilities of the Successor Agency and are in the best interests of the taxing entities. Section 3. This Oversight Board hereby approves and directs the Successor Agency's execution and delivery of the First Amendment, in substantially the form attached hereto Exhibit A. Section 4. The members of this Oversight Board and the staff of the Successor Agency are hereby authorized, jointly and severally, to do all things (including but not limited to the execution of any documents or instruments) which they may deem necessary or proper to effectuate the purposes of the Amendment and this Resolution. Section 5. The Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 16th day of November, 2015. Gary Thornhill, Chairperson ATTEST: Randi Johl Successor Agency Board Secretary -2- 11086-0188\ 1892483v3. doc STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, Randi Johl, the Board Secretary of the Successor Agency to the Temecula Redevelopment Agency, HEREBY DO CERTIFY that the foregoing Resolution No. OB- SARDA 15- was duly adopted at a meeting of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency on the 16th day of November, 2015, by the following vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Randi Johl Board Secretary EXHIBIT A First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (substantial final form) (see attached) -4- 11 086-0188\1 892483v3.doc EXHIBIT A First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (substantial final form) (see attached) FIRST AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT This First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (this "Amendment"), dated as of 20_ (the "Effective Date"), is made and entered into by and among the City of Temecula ("City"), the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), as the successor entity to the Redevelopment Agency of the City of Temecula, (the "Former Agency"), the Temecula Community Services District (the "District"), and the Temecula Housing Authority (the "Housing Authority"). RECITALS A. The City and the Former Agency entered into a Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of April 24, 2001 (the "Original Agreement"), establishing the Temecula Public Financing Authority (the "Authority") as a joint powers agency under the authority of the Joint Exercise of Powers Act (Government Code Sections 6500 et seq.). B. The Original Agreement provides for the joint exercise of powers common to the members of the Authority, for other purposes and powers as permitted by law and for the implementation of the Mark -Roos Local Bond Pooling Act of 1985 (Government Code Sections 6584 et seq.) for the financing and refinancing of public improvements and obligations, as more specifically described in Section 2.01 of the Original Agreement. C. Pursuant to Part 1.85 of Division 24 the Health and Safety Code (enacted by Chapter 5 of the Statutes of 2011, ABX1 26), all redevelopment agencies in the State of California, including the Former Agency, dissolved as of February 1, 2012, and the Successor Agency was established as the successor entity to the Former Agency, tasked with the wind - down of the Former Agency's affairs. D. This Amendment provides for the Successor Agency's withdrawal as a member of the Authority, in furtherance of the wind -down of the Former Agency's affairs. E. The Authority has previously issued multiple of series of bonds, some of which remain outstanding as of Effective Date. F. To provide for the Successor Agency's withdrawal as a member of the Authority but, at the same time, maintain the Authority's continual existence in consideration of the Authority's outstanding bonds, the District and the Housing Authority agree to become new members of the Authority pursuant to this Amendment. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES CONTAINED IN THIS FIRST AMENDMENT, THE CITY, THE SUCCESSOR AGENCY, THE DISTRICT AND THE HOUSING AUTHORITY HEREBY AGREE AS FOLLOWS: Section 1. Upon the Effective Date of this Agreement, this Successor Agency shall no longer be a member to the Authority and, instead, the members to the Authority shall be the City, the District and the Housing Authority. Section 2. The definitions of the following terms in Section 1.01 of the Original Agreement are hereby amended to read as follows: "Agency" means: (i) prior to February 1, 2012, the Redevelopment Agency of the City of Temecula, and (ii) as of February 1, 2012, the Successor Agency to the Temecula Redevelopment Agency. "Members," "parties," or "parties to this Agreement" means (i) prior to the Effective Date of the First Amendment, the City and the Agency; and (ii) after the Effective Date of the First Amendment, the City, the District and the Housing Authority. "Public Agency" means any Member to this Agreement or any entity that is a "local agency" as that term is defined in the Bond Law (in particular, California Government Section 65850). Section 3. Section 1.01 of the Original Agreement is hereby amended to add the following terms and definitions: "District" means the Temecula Community Services District, a community services district created pursuant to the Community Services District Law (set forth in Government Code Section 61000 et seq.), Resolution No. 89-171 of the Riverside County Board of Supervisors on May 2, 1989, and approval by the qualified voters in an election held on November 7, 1989. "First Amendment" means the First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of 201, by and among the City, the Agency and the District and the Housing Authority, providing for the withdrawal of the Agency as a Member and the addition of the District and the Housing Authority as Members. "Housing Authority" means the Temecula Housing Authority, activated pursuant to the Housing Authorities Law (set forth in Health and Safety Code Section 34200 et seq.) and Resolution No. 11-22 of the City Council of the City on February 22, 2011. Section 4. Section 1.01 of the Original Agreement is hereby further amended by deleting therefrom the term "Associated Member" and its definition. Section 5. Section 2.01 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Section 2.01 Purposes. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members, and for other purposes -2- as permitted under the Act, the Bond Law and as agreed by one of more of the parties hereto. A primary purpose of this Agreement is to provide for the financing and refinancing of Public Improvements or Obligations through the formation by the Authority of one or more community facilities districts, the acquisition by the Authority of such Public Improvements, and/or the purchase by the Authority of Obligations of any Member or any other Public Agency pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to any Member or any Public Agency, each to the fullest extent permitted by law. Another primary purpose of the Authority is to assist the City in connection with City lease and installment sale financings and refinancing." Section 6. Section 2.02 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the `Temecula Public Financing Authority.' The Authority shall be a public entity separate and apart from each of the Members and any other Public Agency, and shall administer this Agreement." Section 7. Section 2.04 of the Original Agreement is hereby amended by substituting the words "the City and the Agency" at the end of Section 2.04 with the words "each Member." Section 8. Subsections (c), (e), and (k) of Section 4.03 of the Original Agreement are hereby amended to read as follows: "Section 4.03. Specific Powers. The Authority is hereby authorized, in it 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: "(c) to acquire, construct, manage, maintain or operate any Public Improvement, including the common power of the Members to acquire any Public Improvement by the power of eminent domain or any other lawful means; "(e) to issue Bonds and otherwise to incur debts, liabilities or obligations provided, however, that no such Bond, debt, liability or obligation shall constitute a debt, liability or obligation of any Member or any other Public Agency; "(k) to purchase Obligations of or to make loans to any Member or any other Public Agency for the purposes hereof, or to refinance indebtedness incurred by any Member or any other Public Agency in connection with any of the purposes hereof; -3- Section 9. Section 4.04 of the Original Agreement is hereby amended to read, in its entirety as follows: "Section 4.04. Restrictions. The powers of the Authority shall be exercised in the manner provided in the Act and the Bond Law and, except for those powers set forth in the Bond Law or otherwise permitted by law, shall be subject (in accordance with Section 6509 of the Act) restrictions upon the manner of exercising such powers that are imposed upon the City in the exercise of similar powers." Section 10. Section 4.05 of the Original Agreement is hereby amended to read as follows: "Section 4.05. Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any Member or any other Public Agency." Section 11. Article VII of the Original Agreement is hereby deleted in its entirety and is replaced with the following: "ARTICLE VII [RESERVED]" Section 12. To the extent not otherwise provided herein, all references to the term "Associated Member" or "Associated Members" in the Original Agreement are hereby deleted and of no effect. Section 13. Section 8.05 of the Original Agreement is hereby amended to read as follows: "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 Bonds issued by the Authority or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all of the parties to this Agreement either as required in order to carry out any of the provisions of the Agreement or for any other purpose, including without limitation the withdrawal of any member or the addition of new parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement." Section 14. Section 8.08 of the Agreement is hereby amended to read as follows: "Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Members. None of the Members W may assign any right or obligation hereunder without the written consent of the other." Section 15. Except as otherwise specifically provided in this First Amendment, all other terms and provisions of the Original Agreement shall continue in full force and effect. Section 16. Should any part, term or provision of this Amendment be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of California or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 17. This Amendment may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and attested to by their proper officers thereunto duly authorized on the date first set forth above. CITY OF TEMECULA Jeff Comerchero, Mayor Attest: Randi Johl, City Clerk SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY al Jeff Comerchero, Chair Attest: Randi Johl, Secretary 512 Approved as to form: City Attorney Approved as to form: Agency Counsel TEMECULA COMMUNITY SERVICES DISTRICT LIN Maryann Edwards, Chair Attest: Randi Johl, Secretary TEMECULA HOUSING AUTHORITY Jeff Comerchero, Chair Attest: Randi Johl, Secretary -6- Approved as to form: General Counsel Approved as to form: General Counsel TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT This Joint Exercise of Powers Agreement (the "Agreement"), dated April 24, 2001, is by and between the City of Temecula, a municipal corporation and public body, corporate and politic duly organized and existing under the laws of the State of California (the "City"), and the Redevelopment Agency of the City of Temecula, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Agency"). WI TNESSETH. WHEREAS, agencies formed under Articles 1-4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the "Act") are permitted to provide financing for any of their members or other local public agencies in the State of California in connection with the acquisition, construction and improvement of public capital improvements, working capital requirements or insurance programs of such members or other local agencies; and WHEREAS, the City and the Agency wish to form an agency under the Act for the purpose of providing an entity which can assist in providing financing and refinancing for public capital improvements in the City and for other purposes which are authorized under the Act. NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the City and the Agency do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article shall, for the purpose hereof, have the meanings herein specified. "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California. "Agency" means the Redevelopment Agency of the City of Temecula. "Agreement" means this Joint Exercise of Powers Agreement, as originally entered into or as amended from time to time. "Associate Member" means a Public Agency which is a party to an Associate Membership Agreement entered into by the Authority and such Public Agency pursuant to Article VII hereof. "Associate Membership Agreement" means an agreement between the Authority and an Associate Member as described in Article VII hereof. "Authority" means the Temecula Public Financing Authority established pursuant to Section 2.02 of this Agreement. PACITY CLERKODOMENOECWPAAgreement.doc "Board" means the Board of Directors of the Authority referred to in Section 2.03. "Bond Law" means the Marks -Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584), as now in effect or hereafter amended, Article 2 of the Act as now in effect or hereafter amended, or any other law available for use by the Authority in the authorization and issuance of bonds to provide for the financing of Obligations, Working Capital Requirements, Public Improvements and/or liability or insurance needs of any Public Agency. "Bond Purchase Agreement" means an agreement between the Authority and the City, the Agency or any Public Agency, pursuant to which the Authority agrees to purchase Obligations from the City, the Agency or such Public Agency, as the case may be. Bonds means bonds, notes or other obligations of the Authority issued pursuant to the Bond Law or pursuant to any other provision of law which may be used by the Authority for the authorization and issuance of bonds, notes or other obligations. "City" means the City of Temecula, California. "Directors" means the representatives of the City appointed to the Board pursuant to Section 2.03. "Fiscal Year" means the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year. "Members" means the City and the Agency. "Obligations" has the meaning given to the term "Bonds" in Section 6585(c) of the Bond Law. "Public Agency" means any public agency authorized by the Act to enter into a joint exercise of powers agreement with the City and the Agency. "Public Improvements" has the meaning given such term in Section 6585(8) of the Bond Law. "Secretary" means the Secretary of the Authority appointed pursuant to Section 3.01. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.02. "Working Capital Requirements" means the requirements of any Public Agency for funds to be used by, or on behalf of, such Public Agency for any purpose for which such Public Agency may borrow money pursuant to Section 53852 of the Government Code of the State of California. -2- ARTICLE II GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the City and the Agency, and for other purposes as permitted under the Act, the Bond Law and as agreed by one or more of the parties hereto. A primary purpose of this Agreement is to provide for the financing and refinancing of Public Improvements or Obligations through the formation by the Authority of one or more community facilities districts, the acquisition by the Authority of such Public Improvements, and/or the purchase by the Authority of Obligations of the City, the Agency or any Public Agency pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to the City, the Agency or any Public Agency. Another primary purpose of the Authority is to assist the City in connection with City lease and installment sale financings and refinancings. Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Temecula Public Financing Authority". The Authority shall be a public entity separate and apart from the City, the Agency, any Associate Member and any other Public Agency, and shall administer this Agreement. Section 2.03. Board of Directors. The Authority shall be administered by a Board of Directors consisting of five (5) Directors, unless and until such number is changed by amendment of this Agreement. The Directors of the Authority shall be comprised of the members of the City Council of the City. The Board shall be called the "Board of Directors of the Temecula Public Financing Authority". All voting power of the Authority shall reside in the Board. Section 2.04. Meetings of the Hoard. (a) Regular Meetings. The Board shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held each year. The date, hour and place of the holding of regular meetings shall be fixed by resolution of the Board and a copy of such resolution shall be filed with the City and the Agency. (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. (c) 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 provisions of the Ralph M. Brown Act of the Government Code of the State of California. Section 2.05. Actions Taken. The Secretary shall cause to be kept records, consistent with City policy, of all actions taken by the Board at all meetings of the Board and shall, as soon as possible after each meeting, make such records available for inspection by each Director and the Members. Section 2.06. Voting. Each Director shall have one vote. -3- Section 2.07. Quorum' Required Votes. AP rovals. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors present at any meeting at which a quorum is present shall be required to take any action by the Board. Section 2.08. Bylaws. The Board may adopt, from time to time, such bylaws, rules and regulations for the conduct of its meetings as the Board may deem necessary or advisable for the purposes hereof. ARTICLE III OFFICERS AND EMPLOYEES Section 3.01. Chairperson, Executive Director and Secreta!y. The City Manager and the City Clerk are hereby designated as the Executive Director and Secretary, respectively, of the Authority. The Board shall select a Chairperson from among its members who shall serve as Chairperson until such person is no longer a City Councilmember or a new Chairperson is appointed by the Board. The officers shall perform the duties normal to said offices. The Chairperson or the Executive Director (or any other person authorized by resolution of the Board) shall sign contracts on behalf of the Authority, and the Chairperson shall perform such other duties as may be imposed by the Board. The Executive Director shall administer the day- to-day affairs of the Authority and shall execute the policies and directives of the Board. The Secretary shall countersign all contracts signed by the Chairperson or the Executive Director on behalf of the Authority (unless otherwise specified by resolution of the Board), perform such other duties as may be imposed by the Board and cause a notice of this Agreement to be filed with the Secretary of State pursuant to the Act. Section 3.02. Treasurer and Auditor. Pursuant to Section 6505.6 of the Act, the City Treasurer is hereby designated as the Treasurer of the Authority and the City Finance Director is hereby designated as the Auditor of the Authority. The Treasurer shall be the depositary, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. As provided in Section 6505 and Section 6505.6 of the Act, the Auditor shall make arrangements with a certified public accountant or firm of certified public accountants for the annual audit of accounts and records of the Authority, which audit may be combined with any audit of the accounts and records of the City, the Agency and/or any Public Agency. The Treasurer is hereby authorized and directed to prepare or cause to be prepared such audits and reports as required pursuant to Section 6505 of the Act and by order of the Board. Section 3.03. Officers in Charge of Records Funds and Accounts. Pursuant to Section 6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all accounts, funds and money of the Authority and all records of the Authority relating thereto; and the Secretary shall have charge of, handle and have access to all other records of the Authority. -4- Section 3.04. Bonding Persons Having Access to Authority Records. From time to time, the Board may designate persons, in addition to the Executive Director, the Secretary, the Treasurer and the Auditor, having charge of, handling or having access to any records, funds or accounts or any Public Improvement of the Authority, and the respective amounts of the official bonds of the Executive Director, the Secretary, the Treasurer and the Auditor and such other persons pursuant to Section 6505.1 of the Act. Section 3.05. Legal Advisor. The City Attorney shall act as the legal advisor of the Authority, and shall perform such duties as may be prescribed by the Board. Section 3.06. Other Employees. The Board shall have the power by resolution to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of this Agreement. All of the privileges and immunities from liability, exemption 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 the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such officers, agents or employees under this Agreement. None of the officers, agents, or employees directly employed by the Board shall be deemed, by reason of their employment by the Board to be employed by the City or the Agency or, by reason of their employment by the Board, to be subject to any of the requirements of the City or the Agency. Section 3.07. Assistant Officers. The Board may by resolution appoint such assistants to act in the place of the Secretary or other officers of the Authority (other than any Director), and may by resolution provide for the appointment of additional officers of the Authority who may or may not be Directors, as the Board shall from time to time deem appropriate. ARTICLE IV POWERS Section 4.01. General Powers. The Authority shall exercise the powers granted to it under the Act, including but not limited to the powers set forth in the Bond Law and the powers of each of the Members as may be necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the Authority shall be a public entity separate from the City, the Agency, any Associate Member and any other Public Agency. Section 4.02. Power to Issue Bonds. The Authority shall have all of the powers provided in the Act and in the Bond Law, including the power to issue Bonds thereunder. Section 4.03. 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: 0 (a) to make and enter into contracts; (b) to employ agents or employees; (c) to acquire, construct, manage, maintain or operate any Public Improvement, including the common power of the City, the Agency and any Associate Member to acquire any Public Improvement by the power of eminent domain or any other lawful means; (d) to sue and be sued in its own name; (e) to issue Bonds and otherwise to incur debts, liabilities or obligations; provided, however, that no such Bond, debt, liability or obligation shall constitute a debt, liability or obligation of the City, the Agency, any Associate Member or any other Public Agency; (f) to apply for, accept, receive and disburse grants, loans and other assistance from any agency of the United States of America or of the State of California; (g) to invest any money in the treasury pursuant to Section 6505.5 of the Act which is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the Government Code of the State of California; (h) to apply for letters of credit or other form of financial guarantees in order to secure the repayment of Bonds and enter into agreements in connection therewith; to carry out and enforce all the provisions of this Agreement; Q) to make and enter into Bond Purchase Agreements and any other agreements, assignments and documents of any nature whatsoever as may be necessary or convenient in the exercise of its powers hereunder or under the Act; (k) to purchase Obligations of or to make loans to the City, the Agency, any Associate Member or any other Public Agency for the purposes hereof, or to refinance indebtedness incurred by the City, the Agency, any Associate Member or any other Public Agency in connection with any of the purposes hereof; (1) to establish community facilities districts under the Mello -Roos Community Facilities Act of 1982, as amended; and (m) to exercise any and all other powers as may be provided in the Act or in the Bond Law. Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Act and in the Bond Law, and, except for those powers set forth in the Bond Law, shall be subject (in accordance with Section 6509 of the Act) to the restrictions upon the manner of exercising such powers that are imposed upon the Agency in the exercise of similar powers. -6- Section 4.05. Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the City, the Agency, any Associate Member or any other Public Agency. Section 4.06. Non-Liablit for Obligations of Authorit . No Member, Associate Member, Director, 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 Member, Associate Member, Director, 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. ARTICLE V CONTRIBUTIONS; ACCOUNTS AND REPORTS; FUNDS Section 5.01. Contributions. The Members may in the appropriate circumstance when required hereunder: (a) make contributions from their treasuries 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 its personnel, equipment or property in lieu of other contributions or advances. The provisions of Government Code Section 6513 are hereby incorporated into this Agreement by reference. Section 5.02. Accounts and Reports. To the extent not covered by the duties assigned to a trustee chosen by the Authority, the Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement entered into with respect to the proceeds of any Bonds issued by the Authority. The books and records of the Authority in the hands of a trustee or the Treasurer shall be open to inspection at all reasonable times by representatives of the Members. Within 180 days after the close of each Fiscal Year an annual report of all financial activities for such Fiscal Year shall be presented to the Members, to the extent such activities are not covered by the report of such trustee. The trustee appointed under any indenture or trust agreement shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust agreement. Said trustee may be given such duties in said indenture or trust agreement as may be desirable to cavy out this Agreement. Section 5.03. 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 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 5.04. 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, on or about July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated in such budget by the Authority to the Members in such proportion as the Board shall determine. -7- ARTICLE VI TERM Section 6.01. Term. This Agreement shall become effective, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement and the Authority shall thereafter continue in full force and effect for at least forty (40) years (unless earlier terminated by the Members and any then Associate Members), but in any event so long as either (a) any Bonds remaining outstanding or any material contracts to which the Authority is a party remain in effect, or (b) the Authority shall own any interest in any Public Improvements or land. Section 6.02. Disposition of Assets. Upon termination of this Agreement, all property of the Authority, both real and personal, shall be conveyed to the City; provided that any surplus money on hand shall be returned to the Members and any Associate Members in proportion to the contributions, if any, that they have made (or, if none of them have made any contributions, to the City. ARTICLE VII ASSOCIATE MEMBERSHIP AGREEMENTS Section 7.01. Power to Enter Into Associate Membership Agreements. In addition to those powers specified in this Agreement, the Authority shall have the power to enter into Associate Membership Agreements with any city, county or city and county located in California upon the approval thereof by the Board. Section 7.02. Contents of Associate Membership Agreements. Each Associate Membership Agreement shall: (a) State that the prospective Associate Member is an associate member of the Authority; (b) Specify that the purpose of the Associate Membership Agreement is to facilitate the financing or refinancing of public improvements located within the jurisdiction of the applicable Associate Member; (c) Restrict the powers of the prospective Associate Member with respect to the Authority to those enumerated in this Article VII; (d) Specify that the prospective Associate Member shall not have the power vote on any action to be taken by the Authority and no officer, councilmember, boardmember or employee of the Associate Member shall become an officer of the Authority or a Director; and (e) Specify the fees, if any, to be charged the prospective Associate Member for its participation in financings of the Authority. -8- Section 7.03. Approval of Associate Membership Agreements. In determining whether to approve an Associate Membership Agreement with a prospective Associate Member, the Directors may take into account any criteria deemed appropriate to the Directors, including but not limited to the financial viability of the project within the jurisdiction of the Associate Member proposed to be served by the public improvements to be financed. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to the notice address of each party hereto for legal notices or as otherwise provided by a party hereto in writing to each of the other parties hereto. 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. 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. 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 Bonds issued by the Authority or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by both of the parties to this Agreement either as required in order to carry out any of the provisions of this Agreement or for any other purpose, including without limitation addition of new parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement. 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. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of Califomia, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the City or the Agency, respectively. Neither the City nor the Agency may assign any right or obligation hereunder without the written consent of the other. -9- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals to be hereto affixed, on the day and year set opposite the name of each of the parties. CITY OF TEMECULA Date: April 24, 2001 Jeff �Comerchero, Mayor ATTEST: APPROVED AS TO FORM: *CitCle o es, CMC Peter M. Thorson, City Attorney u ority Secre ary REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Date: April 24, 2001 By: (:5� C�2L Ron Roberts Chairperson ATTEST: APPROVED AS TO FORM: y. Susan Jon s, CMC City Cl IclAuth rity Secre ary -10- Pe er M. Thorson, Agency Attorney RESOLUTION NO. SARDA 15-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF THE FIRST AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: A. The City of Temecula (the "City") and the Redevelopment Agency of the City of Temecula (the "Former Agency") entered into a Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of April 24, 2001 (the "Original Agreement"), establishing the Temecula Public Financing Authority (the "Authority") as a joint powers agency pursuant to the Joint Exercise of Powers Act (Government Code Sections 6500 et seq.). B. The Original Agreement provides for the joint exercise of powers common to the members of the Authority, for other purposes and powers as permitted by law and for the implementation of the Mark -Roos Local Bond Pooling Act of 1985 (Government Code Sections 6584 et seq.) for the financing and refinancing of public improvements and obligations as described in the Original Agreement. C. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code (enacted by Chapter 5 of the Statutes of 2011, ABX1 26), all redevelopment agencies in the State of California (including the Former Agency) dissolved as of February 1, 2012, the Successor Agency was established as the successor entity to the Former Agency, and the Oversight Board to the Successor Agency (the "Oversight Board") was constituted; D. The Successor Agency is tasked with the wind -down of the Former Agency's affairs. E. There has been prepared a First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (the "Amendment"), by and among the City, the Successor Agency, the Temecula Community Services District (the "District") and the Temecula Housing Authority (the "Housing Authority"), pursuant to which the Successor Agency will withdraw as a member of the Authority and the District and the Housing Authority will become new members of the Authority. SARDA Resos 15-04 F. The Authority has previously issued multiple of series of bonds, some of which remain outstanding as of the date hereof. G. The addition of the District and the Housing Authority as members to the Authority will preserve the existence of the Authority (thereby avoiding any disruption with respect to the outstanding Authority bonds), while allowing the Successor Agency to withdraw its membership. H. The Successor Agency's withdrawal as a member of the Authority will be in furtherance of the wind -down of the Former Agency's affairs. Section 2. The Amendment, in the form attached hereto as Exhibit A, is hereby approved. Section 3. This Board hereby requests the Oversight Board to approve the execution and delivery by the First Amendment. The Successor Agency Board Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. The Chair of this Board (or in the Chair's absence, the Vice Chair) is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Amendment, in substantially the form attached hereto as Exhibit A, with such changes therein as the Chair (or the Vice Chair, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof); Provided that such execution and delivery shall be occur after the effectiveness (pursuant to Health and Safety Code Section 34179(h)) of the Oversight Board's resolution approving the execution and delivery of the Amendment. Section 5. The Chair, Vice Chair, Executive Director and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the First Amendment. Section 6. The Board Secretary shall certify to the adoption of this Resolution. SARDA Resos 15-04 PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 10th day of November, 2015. Jeff Comerchero, SARDA Chair ATTEST: MIN [SEAL] SARDA Resos 15-04 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 15-04 was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 10th day of November, 2015, by the following vote: AYES: 5 BOARD MEMBERS: Edwards, McCracken, Naggar, Rahn, Comerchero NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 0 BOARD MEMBERS: None Randi Johl, Secretary SARDA Resos 15-04 EXHIBIT A First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (substantial final form) (see attached) FIRST AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT This First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement (this "Amendment"), dated as of . 20_ (the "Effective Date"), is made and entered into by and among the City of Temecula ("City"), the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), as the successor entity to the Redevelopment Agency of the City of Temecula, (the "Former Agency"), the Temecula Community Services District (the "District"), and the Temecula Housing Authority (the "Housing Authority"). RECITALS A. The City and the Former Agency entered into a Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of April 24, 2001 (the "Original Agreement"), establishing the Temecula Public Financing Authority (the "Authority") as a joint powers agency under the authority of the Joint Exercise of Powers Act (Government Code Sections 6500 et seq.). B. The Original Agreement provides for the joint exercise of powers common to the members of the Authority, for other purposes and powers as permitted by law and for the implementation of the Mark -Roos Local Bond Pooling Act of 1985 (Government Code Sections 6584 et seq.) for the financing and refinancing of public improvements and obligations, as more specifically described in Section 2.01 of the Original Agreement. C. Pursuant to Part 1.85 of Division 24 the Health and Safety Code (enacted by Chapter 5 of the Statutes of 2011, ABX1 26), all redevelopment agencies in the State of California, including the Former Agency, dissolved as of February 1, 2012, and the Successor Agency was established as the successor entity to the Former Agency, tasked with the wind - down of the Former Agency's affairs. D. This Amendment provides for the Successor Agency's withdrawal as a member of the Authority, in furtherance of the wind -down of the Former Agency's affairs. E. The Authority has previously issued multiple of series of bonds, some of which remain outstanding as of Effective Date. F. To provide for the Successor Agency's withdrawal as a member of the Authority but, at the same time, maintain the Authority's continual existence in consideration of the Authority's outstanding bonds, the District and the Housing Authority agree to become new members of the Authority pursuant to this Amendment. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES CONTAINED IN THIS FIRST AMENDMENT, THE CITY, THE SUCCESSOR AGENCY, THE DISTRICT AND THE HOUSING AUTHORITY HEREBY AGREE AS FOLLOWS: Section 1. Upon the Effective Date of this Agreement, this Successor Agency shall no longer be a member to the Authority and, instead, the members to the Authority shall be the City, the District and the Housing Authority. Section 2. The definitions of the following terms in Section 1.01 of the Original Agreement are hereby amended to read as follows: "Agency" means: (i) prior to February 1, 2012, the Redevelopment Agency of the City of Temecula, and (ii) as of February 1, 2012, the Successor Agency to the Temecula Redevelopment Agency. "Members," "parties," or "parties to this Agreement' means (i) prior to the Effective Date of the First Amendment, the City and the Agency; and (ii) after the Effective Date of the First Amendment, the City, the District and the Housing Authority. "Public Agency" means any Member to this Agreement or any entity that is a "local agency" as that term is defined in the Bond Law (in particular, California Government Section 65850). Section 3. Section 1.01 of the Original Agreement is hereby amended to add the following terms and definitions: "District" means the Temecula Community Services District, a community services district created pursuant to the Community Services District Law (set forth in Government Code Section 61000 et seq.), Resolution No. 89-171 of the Riverside County Board of Supervisors on May 2, 1989, and approval by the qualified voters in an election held on November 7, 1989. "First Amendment" means the First Amendment to Temecula Public Financing Authority Joint Exercise of Powers Agreement, dated as of . 201P by and among the City, the Agency and the District and the Housing Authority, providing for the withdrawal of the Agency as a Member and the addition of the District and the Housing Authority as Members. "Housing Authority" means the Temecula Housing Authority, activated pursuant to the Housing Authorities Law (set forth in Health and Safety Code Section 34200 et seq.) and Resolution No. 11-22 of the City Council of the City on February 22, 2011. Section 4. Section 1.01 of the Original Agreement is hereby further amended by deleting therefrom the term "Associated Member" and its definition. Section 5. Section 2.01 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Section 2.01 Purposes. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members, and for other purposes -2- as permitted under the Act, the Bond Law and as agreed by one of more of the parties hereto. A primary purpose of this Agreement is to provide for the financing and refinancing of Public Improvements or Obligations through the formation by the Authority of one or more community facilities districts, the acquisition by the Authority of such Public Improvements, and/or the purchase by the Authority of Obligations of any Member or any other Public Agency pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to any Member or any Public Agency, each to the fullest extent permitted by law. Another primary purpose of the Authority is to assist the City in connection with City lease and installment sale financings and refinancing." Section 6. Section 2.02 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the `Temecula Public Financing Authority.' The Authority shall be a public entity separate and apart from each of the Members and any other Public Agency, and shall administer this Agreement." Section 7. Section 2.04 of the Original Agreement is hereby amended by substituting the words "the City and the Agency" at the end of Section 2.04 with the words "each Member." Section 8. Subsections (c), (e), and (k) of Section 4.03 of the Original Agreement are hereby amended to read as follows: "Section 4.03. Specific Powers. The Authority is hereby authorized, in it 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: "(c) to acquire, construct, manage, maintain or operate any Public Improvement, including the common power of the Members to acquire any Public Improvement by the power of eminent domain or any other lawful means; "(e) to issue Bonds and otherwise to incur debts, liabilities or obligations provided, however, that no such Bond, debt, liability or obligation shall constitute a debt, liability or obligation of any Member or any other Public Agency; "(k) to purchase Obligations of or to make loans to any Member or any other Public Agency for the purposes hereof, or to refinance indebtedness incurred by any Member or any other Public Agency in connection with any of the purposes hereof, -3- Section 9. Section 4.04 of the Original Agreement is hereby amended to read, in its entirety as follows: "Section 4.04. Restrictions. The powers of the Authority shall be exercised in the manner provided in the Act and the Bond Law and, except for those powers set forth in the Bond Law or otherwise permitted by law, shall be subject (in accordance with Section 6509 of the Act) restrictions upon the manner of exercising such powers that are imposed upon the City in the exercise of similar powers." Section 10. Section 4.05 of the Original Agreement is hereby amended to read as follows: "Section 4.05. Obligations of Authorit.-The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any Member or any other Public Agency." Section 11. Article VII of the Original Agreement is hereby deleted in its entirety and is replaced with the following: "ARTICLE VII [RESERVED]" Section 12. To the extent not otherwise provided herein, all references to the term "Associated Member" or "Associated Members" in the Original Agreement are hereby deleted and of no effect. Section 13. Section 8.05 of the Original Agreement is hereby amended to read as follows: "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 Bonds issued by the Authority or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all of the parties to this Agreement either as required in order to carry out any of the provisions of the Agreement or for any other purpose, including without limitation the withdrawal of any member or the addition of new parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement." Section 14. Section 8.08 of the Agreement is hereby amended to read as follows: "Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Members. None of the Members In may assign any right or obligation hereunder without the written consent of the other." Section 15. Except as otherwise specifically provided in this First Amendment, all other terms and provisions of the Original Agreement shall continue in full force and effect. Section 16. Should any part, term or provision of this Amendment be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of California or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 17. This Amendment may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed and attested to by their proper officers thereunto duly authorized on the date first set forth above. CITY OF TEMECULA LIM Jeff Comerchero, Mayor Attest: Approved as to form: Randi Johl, City Clerk City Attorney SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY Jeff Comerchero, Chair Attest: Approved as to form: Randi Johl, Secretary Agency Counsel -5- TEMECULA COMMUNITY SERVICES DISTRICT Maryann Edwards, Chair Attest: Randi Johl, Secretary TEMECULA HOUSING AUTHORITY Jeff Comerchero, Chair Attest: Randi Johl, Secretary -6- Approved as to form; General Counsel Approved as to form: General Counsel