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HomeMy WebLinkAbout15-06 TCSD ResolutionRESOLUTION NO. CSD 15 -06 ' A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT APPROVING THE EXECUTION OF AN AMENDMENT TO TEMECULA PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Board of Directors (this "Board ") of the Temecula Community Services District (the "District ") 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, and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency ") was established as the successor entity to the Former Agency. 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 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 Successor Agency's withdrawal as a member of the Authority will be in furtherance of the wind -down of the Former Agency's affairs. ' G. The Authority has previously issued multiple of series of bonds, some of which remain outstanding as of the date hereof. CSD Resos 15 -06 1 H. 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. Section 2. The Amendment, in the form attached hereto as Exhibit A, is hereby approved. Section 3. 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 District, 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). Section 4. The Chair, Vice Chair, Executive Director and all other officers of the District are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Original Agreement, as amended by the First Amendment. Section 5. The District Secretary shall certify to the adoption of this Resolution. ' PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 10th day of November, 2015. ATTEST: Rand .f [SEAL] CSD Resos 15 -06 2 STATE OF CALIFORNIA ) ' COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 15 -06 was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 10th day of November, 2015, by the following vote: AYES: 5 BOARD MEMBERS NOES: 0 BOARD MEMBERS _: : ► � :�G:� a u: ABSENT: 0 BOARD MEMBERS CSD Resos 15 -06 3 Comerchero, McCracken, Naggar, Rahn, Edwards None None R.TiLa �'940417o� 9 �&z4j ir:::� — Randi Johl, Secretary 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 ajoint 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, ABXI 26), all redevelopment agencies in the State of California, including the Former Agency, dissolved as of February I, 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 I. 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 I, 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 10 i_. 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 By: ' Jeff Comerchero, Mayor Attest: Ranch Johl, City Clerk SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Jeff Comerchero, Chair Attest: Randi Job], Secretary Approved as to form: City Attorney Approved as to form: Agency Counsel -5- ' TEMECULA COMMUNITY SERVICES DISTRICT By: Maryann Edwards, Chair Attest: Randi Johl, Secretary TEMECULA HOUSING AUTHORITY By: Jeff Comerchero, Chair Attest: Randi Johl, Secretary Approved as to form: General Counsel Approved as to form: General Counsel to