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REDEVELOPMENT AGENCY AGENDA ITEM NO. 2

Meeting Date: December 11, 2001

Subject/Title: Approve a resolution of the Redevelopment Agency of the City of Brentwood approving an Amended and Restated Joint Exercise of Powers Agreement by and between the City of Brentwood and the Redevelopment Agency of the City of Brentwood.

Submitted by: Pam Ehler, Director of Finance and Information Systems

Approved by: John Stevenson, City Manager


RECOMMENDATION 
Approve a resolution of the Redevelopment Agency of the City of Brentwood approving an Amended and Restated Joint Exercise of Powers Agreement by and between the City of Brentwood and the Redevelopment Agency of the City of Brentwood.

PREVIOUS ACTION
The Joint Exercise of Powers Agreement (the “Joint Powers Agreement”) creating the Brentwood Infrastructure Financing Authority (the “Authority”) was approved by the City of Brentwood and the Redevelopment Agency of the City of Brentwood on March 14, 1995 and was amended on October 24, 1995. It has been proposed that the Joint Powers Agreement be amended to designate the Director of Finance and Information Systems of the City as the Treasurer/Controller of the Authority. An amended and Restated Joint Exercise of Powers Agreement, dated as of December 1, 2001, has been filed with the City Clerk for consideration by the City Council.


BACKGROUND
It is recommended that the Director of Finance and Information Systems of the City be designated as the Treasurer/Controller of the Authority and that the aforementioned resolution be adopted by the Redevelopment Agency.

FISCAL IMPACT
None

Attachments: Resolution
Amended and Restated Joint Exercise of Powers Agreement 



RESOLUTION NO. RA


RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD APPROVING AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE CITY OF BRENTWOOD AND THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD


WHEREAS, a Joint Exercise of Powers Agreement, dated as of March 14, 1995, was entered into by and between the City of Brentwood (the “City”) and the Redevelopment Agency of the City of Brentwood (the “Agency”) for the purpose of creating the Brentwood Infrastructure Financing Authority (the “Authority”) and Section 4.D.(2) thereof was amended on October 24, 1995 to designate the Treasurer of the City as the Treasurer/Controller of the Authority; and 


WHEREAS, there has been presented to this meeting an Amended and Restated Joint Exercise of Powers Agreement, dated as of December 1, 2001, by and between the City and the Agency, in which the Director of Finance and Information Systems of the City has been designated as the Treasurer/Controller of the Authority;


NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Redevelopment Agency of the City of Brentwood, as follows:
The foregoing recitals are true and correct, and this Board so finds and determines.
The Amended and Restated Joint Exercise of Powers Agreement as presented to the Board in this meeting is hereby approved. The Chair is hereby authorized to execute, and the Secretary is hereby authorized to attest and deliver, the Amended and Restated Joint Exercise of Powers Agreement.


This resolution shall take effect immediately upon its passage.


PASSED, APPROVED AND ADOPTED by the Governing Board of the Redevelopment Agency of the City of Brentwood at a regular meeting on the 11th day of December, 2001, by the following vote:
AYES: Boardmembers
NOES: 
ABSENT: 


Michael A. McPoland, Sr.
Chairman
ATTEST:

Karen Diaz
Secretary

SECRETARY’S CERTIFICATE
I, Karen Diaz, Secretary of the Redevelopment Agency of the City of Brentwood, do hereby certify as follows: 
The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Governing Board of said Redevelopment Agency of the City of Brentwood duly and regularly held at the regular meeting place thereof on the 11th day of December, 2001, of which meeting all of the members of said Governing Board had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote:
AYES: Boardmembers

NOES: 

ABSENT: 

An agenda of said meeting was posted at least 72 hours before said meeting at 150 City Park Way, Brentwood, California 94513, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda.
I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.
Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.
Dated: _____________, 2001.

_________________________________________
Karen Diaz, CMC
Secretary, Redevelopment Agency of the City of Brentwood

AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT

by and between the
CITY OF BRENTWOOD
and the
REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD
creating the
BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY

Dated as of December 1, 2001


AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT


THIS AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT, dated as of December 1, 2001, is entered into by and between the CITY OF BRENTWOOD, a general law city duly organized and existing under the laws and the Constitution of the State of California (the “City”), and the REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the “Agency”) for the purpose of amending and restating the Joint Exercise of Powers Agreement dated as of March 14, 1995, as amended, by and between the City and the Agency under which the Brentwood Infrastructure Financing Authority was created. Said Joint Exercise of Powers Agreement, as amended, is hereby amended and restated in its entirety as follows:
W I T N E S S E T H:


WHEREAS, Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) authorize the City and the Agency to create a joint exercise of powers entity (the “Brentwood Infrastructure Financing Authority” or the “Authority”) which has the power to jointly exercise any powers common to the City and the Agency and to exercise the powers granted to it under the Act;


WHEREAS, the City and the Agency are each empowered by law to undertake certain projects and programs;


WHEREAS, the City is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for certain public purposes pursuant to the Government Code of the State of California;


WHEREAS, the Agency is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for any of its corporate purposes pursuant to the provisions of the Community Redevelopment Law of the State of California;


WHEREAS, Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Marks-Roos Local Bond Pooling Act of 1985”) authorizes and empowers the Authority to issue bonds and to purchase bonds or any other evidences of indebtedness issued by the City or the Agency, or to make loans to the Agency or the City in order to finance public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Agency and the City;


WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell bonds so issued or purchased to public or private purchasers at public or negotiated sale; and


WHEREAS, by this Agreement, the City and the Agency desire to create and establish the Brentwood Infrastructure Financing Authority for the purposes set forth herein and to exercise the powers described herein;


NOW, THEREFORE, the City and the Agency, for and in consideration of the mutual promises and agreements herein contained, do agree as follows:


DEFINITIONS
Unless the context otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified.
Act
The term “Act” shall mean Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, including the Marks-Roos Local Bond Pooling Act of 1985, as amended.


Agency
The term “Agency” shall mean the Redevelopment Agency of the City of Brentwood, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California.


Agreement
The term “Agreement” shall mean the Joint Exercise of Powers Agreement dated as of March 14, 1995, by and between the City and the Agency creating the Brentwood Infrastructure Financing Authority, as amended and restated by the Amended and Restated Joint Exercise of Powers Agreement dated as of December 1, 2001, by and between the City and the Agency. 


Authority
The term “Authority” shall mean the Brentwood Infrastructure Financing Authority created by the Agreement.


Board
The term “Board” shall mean the governing board of the Authority.
Bond Purchase Agreement


The term “Bond Purchase Agreement” shall mean an agreement of the Authority to purchase bonds of the Agency or the City solely from funds received from the Authority’s simultaneous sale of such bonds to the purchaser or purchasers named therein, on the terms and conditions set forth therein.


Bonds
The term “Bonds” shall mean bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act.


City
The term “City” shall mean the existing municipal corporation known as the City of Brentwood, a general law city duly organized and existing under and by virtue of the laws and the constitution of the State of California.


Law
The term “Law” means the Community Redevelopment Law of the State of California (being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and all laws amendatory thereof or supplemental thereto.


PURPOSE
This Agreement is made pursuant to the Act and for the purpose of assisting the financing and refinancing of certain redevelopment activities of the Agency and certain public programs and projects of the City, and for the purpose of aiding in the financing and refinancing of public capital improvements as defined in the Act, by exercising the powers referred to in the recitals hereof and described in Section 5 herein.


TERM
Subject to the provisions of Section 16, this Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by a supplemental agreement of the Agency and the City; provided, however, that in no event shall this Agreement terminate while any notes or bonds of the Authority remain outstanding under the terms of the trust agreement or other instrument pursuant to which such bonds are issued. In any event, the Authority shall cause all records regarding its formation, existence, any notes or bonds purchased, sold or issued by it and proceedings pertaining to its termination to be retained for at least six years following termination of the Authority or final payment of any bonds issued by the Authority, whichever is later.


AUTHORITY
Creation of Authority
There is hereby created pursuant to the Act an agency and public entity to be known as the “Brentwood Infrastructure Financing Authority.” As provided in the Act, the Authority shall be a public entity separate from the City and the Agency. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Agency.
Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State of California in the manner set forth in Section 6503.5 of the Act.

Governing Board
The Authority shall be administered by the Board whose members shall be, at all times, the members of the City Council. The term of office as a member of the Board shall terminate when such member of the Board shall cease to be a member of the City Council; and the successor to such member of the City Council shall become a member of the Board.
Members of the Board shall not receive any compensation for serving as such, but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board shall determine that such expenses shall be reimbursed and there are unencumbered funds available for such purpose.


Meetings of Board
Regular Meetings. The Board shall hold a regular meeting on the first Monday in December of each year, commencing in 1995, or on such other date as may be determined by the governing board of the Authority, and, by resolution, may provide for the holding of regular meetings at more frequent intervals; provided that if the Chair determines that there will be no business to transact at such meeting, such meeting may be canceled. The hour and place at which each such regular meeting shall be held shall be fixed by resolution of the Board.
(1) Legal Notice. All meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (Sections 54950-54961)) or any successor legislation hereinafter enacted.


(2) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and the Agency.


(3) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time.


Officers; Duties; Bonds
(4) The officers of the Authority shall be the Chair, Vice-Chair, Secretary and Treasurer/Controller. With the exception of the Treasurer/Controller, the officers of the Authority shall be the persons specified in the By-Laws of the Authority adopted by the Board and shall have the powers vested in them pursuant to such By-Laws and such other powers as may be granted by the Board from time to time by resolution.


(5) The Director of Finance and Information Systems of the City is hereby designated as Treasurer/Controller of the Authority. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer/Controller 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 Act. The Treasurer/Controller shall draw checks to pay demands against the Authority when the demands have been approved by the Authority.


(6) The City shall determine the charges to be made against the Authority for the services of the Treasurer/Controller.


(7) The Treasurer/Controller of the Authority 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 in the amount of $25,000 as required by Section 6505.1 of the Act; provided, that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than $500.00 (excluding amounts held by a trustee or other fiduciary in connection with any Bonds).


(8) The Treasurer/Controller of the Authority is hereby authorized and directed to prepare or cause to be prepared: (a) a special audit as required pursuant to Section 6505 of the Act every year during the term of this Agreement; and (b) a report in writing on the first day of July, October, January, and April of each year (commencing July, 1995) to the Board, the City and the Agency which report shall describe the amount of money held by the Treasurer/Controller of the Authority for the Board, the amount of receipts since the last such report, and the amount paid out since the last such report (which may exclude amounts held by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provides regular reports covering such amounts).


(9) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants.


POWERS
The Authority shall have the power to purchase, with the amounts received or to be received by it pursuant to a Bond Purchase Agreement, bonds issued by the Agency under the Law or bonds issued by the City at public or negotiated sale, for the purposes set forth in Section 2 hereof, all in accordance with the Act. Any such bonds so purchased may be held by the Authority or sold to public or private purchasers at public or negotiated sale, in whole or in part. The Authority shall set any other terms and conditions on any purchase or sale of bonds contemplated herein as it deems to be necessary, appropriate and in the public interest, in furtherance of the Act.


The Authority shall have the power, in its own name, to buy, sell or lease property and to issue, sell and deliver Bonds for any purpose authorized under the Act.
The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to employ agents and employees; and to sue and be sued in its own name.


Except as otherwise provided herein, such power shall be exercised subject only to such restrictions upon the manner of exercising such power as are imposed upon the City in the exercise of similar powers, as provided in Section 6509 of the Act.
Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Act or under applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2 hereof.


TERMINATION OF POWERS
Subject to the provisions of Section 16, the Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the City and the Agency shall have mutually rescinded this Agreement.


FISCAL YEAR
Unless and until changed by resolution of the Board, the fiscal year of the Authority shall be the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to June 30, 1995.


DISPOSITION OF ASSETS
At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 6 hereof, all assets of the Authority shall be distributed to the Agency, subject to Section 9 hereof.


CONTRIBUTIONS AND ADVANCES
Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and the Agency for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance shall be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or the Agency, as the case may be, and the Authority at the time of making such advance. It is mutually understood and agreed that neither the City nor the Agency has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or the Agency may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority.


AGREEMENT NOT EXCLUSIVE
This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Agency, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail.


ACCOUNTS AND REPORTS
The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of the Authority shall be open to inspection at all reasonable times by the City and the Agency and their representatives.


CONFLICT OF INTEREST CODE
The Authority shall adopt a Conflict of Interest Code to the extent required by law.


BREACH
If default shall be made by the City or the Agency in any covenant contained in this Agreement, such default shall not excuse either the City or the Agency from fulfilling its obligations under this Agreement and the City and the Agency shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Agency hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Agency hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies.


SEVERABILITY
Should any part, term, or provision of this Agreement be decided by the courts 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 parts, terms or provisions hereof shall not be affected thereby.


SUCCESSORS; ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other.


AMENDMENT OF AGREEMENT
This Agreement may be amended, and the Authority may be terminated or its powers may be changed, restricted or eliminated by supplemental agreement executed by the City and the Agency at any time; provided, that such supplemental agreement shall be subject to any restrictions contained in any Bonds or documents related to any Bonds to which the Authority is a party.


FORM OF APPROVALS
Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of the Agency, by resolution duly adopted by the members of the Agency, and, in the case of the City, by resolution duly adopted by the City Council of the City, and, in the case of the Authority, by resolution duly adopted by the Board. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.


NOTICES
Notices to the City hereunder shall be sufficient if delivered to the City Clerk and notices to the Agency hereunder shall be sufficient if delivered to the Secretary of the Agency.

COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be deemed an original hereof.


SECTION HEADINGS
All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement.


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, as of the day and year first above written.

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