joint exercise of powers agreement creating the south lake tahoe

JOINT EXERCISE OF POWERS AGREEMENT
CREATING THE
SOUTH LAKE TAHOE RECREATION
FACILITIES JOINT POWERS AUTHORITY
THIS JOINT EXERCISE OF POWERS AGREEMENT (the "Agreement") is entered into as
of May 5, 2000, under the authority of the Joint Exercise of Powers Law of the State of California,
among the City of South Lake Tahoe (the "City"), the County ofEl Dorado (the "County"), and the
Tahoe Paradise Resort Improvement District (the "District" and, collectively with the County and the
City, the "Parties").
RECITALS
WHEREAS, pursuant to Section 6502 of the Government Code, the County, the City, and the
District desire to enter into a joint exercise of powers agreement pursuant to Chapter 5 (commencing
with Section 6500) of Division 7 of Title 1 of the Government Code (the "Law") for the purpose of
establishing a joint powers authority to be known as the South Lake Tahoe Recreation Facilities Joint
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Powers Authority (the "Authority");
WHEREAS, the Parties propose that the Authority be established to conduct proceedings (the
"Mello-Roos Proceedings") under the Mello-Roos Community Facilities Act of 1982 (Chapter 2.5 of
Part 1 of Division 2 of Title 5 of the California Government Code, as amended) (the "Act") to
establish a community facilities district, to be known as "Community Facilities District No. 2000-1
of the South Lake Tahoe Recreation Facilities Joint Powers Authority" (the "CFD"), for the purpose
of financing the public facilities, services, and incidental expenses described on Exhibit A hereto;
and
WHEREAS, the legislative bodies of the Parties have determined that entering into this
Agreement would be beneficial to the present and future residents of the Parties;
NOW, THEREFORE, the Parties agree as follows:
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SECTION 1.
Recitals. the above recitals are agreed to.
SECTION 2.
Best Interests. This Agreement is determined to be in the best interests of the
Parties and the residents within the territory of the proposed CFD.
SECTION 3.
Definitions. Unless the context otherwise requires, the terms defined in this
Section 3 shall for all purposes of this Agreement have the meanings herein specified.
Act. The term "Act" shall mean the Mello-Roos Community Facilities Act of 1982, Chapter
2.5 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section
53311, as amended.
Agreement. The term "Agreement" shall mean this Joint Exercise of Powers Agreement as
the same now exists or as it may from time to time be amended pursuant to the provisions hereof.
Authority. The term "Authority" shall mean the South Lake Tahoe Recreation Facilities
Joint Powers Authority created by this Agreement.
Board. The term "Board" shall mean the Governing Board of the Authority.
CFD. The term "CFD" shall mean Community Facilities District No. 2000-1 of the South
Lake Tahoe Recreation Facilities Joint Powers Authority to be established by the Authority pursuant
to the Act and in accordance with this Agreement.
CFD Bonds.
The term "CFD Bonds" shall mean bonds, notes or other evidence of
indebtedness of the CFD authorized and issued pursuant to the Act, including each and all series of
bonds, and shall also include, except where the context shall require otherwise, any other form of
indebtedness of the CFD authorized and issued pursuant to the Act.
Facilities. The term "Facilities" shall mean the public recreation facilities to be financed by
the CFD, as described on Exhibit A attached hereto.
Incidental Expenses. The term "Incidental Expenses" shall mean the incidental expenses to
be financed by the CFD, as described on Exhibit A attached hereto.
Indenture. The term "Indenture" shall mean the indenture, fiscal agent agreement, or other
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instrument pursuant to which CFD Bonds are issued.
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Law. The term "Law" shall mean the Joint Exercise of Powers Law, Article 1 of Chapter 5
ofDivision 7 of Title 1 of the California Government Code, commencing with Section 6500 thereof.
Parties. The term "Parties" shall mean the parties to this Agreement. "Party" shall mean a
party to this Agreement.
Services.
The term "Services" shall mean the services to be financed by the CFD, as
described on Exhibit A attached hereto.
SECTION 4.
Purpose. This Agreement is made pursuant to the Law to form the Authority
so that the Authority may (i) undertake the Mello-Roos Proceedings to establish the CFD, (ii)
administer and implement the CFD, and (iii) do any and all other things necessary or desirable to
facilitate the financing and completion of the Facilities, Services, and Incidental Expenses. Each
Party is empowered by the laws of the State of California to exercise those powers assigned to it in
this Agreement.
This Agreement is intended to be, and shall be construed to be, a joint exercise of powers
agreement adopted pursuant to Section 53316.2 of the Act.
SECTION 5.
Creation of Authority. There is hereby created pursuant to the Law an agency
and public entity to be known as "South Lake Tahoe Recreation Facilities Joint Powers Authority."
As provided in the Law, the Authority shall be a public entity separate and apart from the Parties and
shall administer this Agreement. The debts, liabilities, and obligations of the Authority shall not
constitute debts, liabilities, or obligations of the Parties.
Within 30 days after the effective date of this Agreement or any amendment hereto, and.prior
to the issuance of any CFD Bonds or any bonds of the Authority, the Authority will cause a notice of
this Agreement or such amendment to be filed with the California Secretary of State in accordance
with Section 6503.5 of the Law.
SECTION 6.
Term. This Agreement shall become effective upon execution hereofby the
Parties and shall continue in full force and effect until terminated by the Parties or as otherwise set
forth herein.
SECTION 7.
Powers; Restriction Upon Exercise.
The Authority is established (i) to
undertake the Mello-Roos Proceedings to establish the CFD, (ii) to administer and implement the
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CFD, and (iii) to do any and all other things necessary or desirable to facilitate the financing and
completion of the Facilities, Services, and Incidental Expenses. To the extent necessary to achieve
such purposes, the Authority shall have the power to exercise such rights, powers, and authority as
are granted pursuant to the Law and the powers granted to a "local agency" pursuant to the Act,
subject, however, to the conditions and restrictions of this Agreement.
The Authority is authorized, in its own name and pursuant to the Law, to do all acts
necessary for the exercise of said powers for said purposes, including the following:
(a)
to make and enter into contracts;
(b)
to employ agents or employees;
(c)
to sue and be sued in its own name;
(d)
to apply for, accept, receive, and disburse grants, loans, and other aid from any
agency ofthe United States of America or of the State of California;
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(e)
to invest any money in its treasury pursuant to Sections 6505.5 and 6509.5 of the Law
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 California Government Code and in such other investments as permitted by the Law;
(f)
to carry out and enforce all the provisions of this Agreement; and
(g)
to exercise any and all other powers as may be provided in the Act or in the Law
necessary to carry out and implement the purposes for which the Authority is established.
The Authority shall take actions and expend funds only in a manner consistent with the ballot
measure regarding the issuance of the CFD Bonds and the annual levy of a special tax for the CFD,
which ballot measure will be voted upon by the registered voters within the territory of the CFD at an
election expected to be held in September 2000. In addition, in the Mello-Roos proceedings the
Authority shall provide (a) that the maximum CFD special tax on single family residences shall not
exceed $18 per year and (b) that the CFD special tax shall be in place for not more than 30 years.
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Pursuant to Section 6509 of the Law, the power of the Authority shall be subject to the
restrictions upon the manner of exercising the power of the City.
The Authority shall undertake the Mello-Roos Proceedings to establish the CFD and shall
administer and implement the CFD, including employing and paying all consultants, annually
levying the special tax for the CFD, paying and administering the CFD Bonds, and complying with
all State and Federal requirements pertaining to the proceedings, including the requirements of the
United States Internal Revenue Code.
The Parties will not participate in nor be considered
participants in the Mello-Roos Proceedings (other than as parties to this Agreement).
The Authority will, to the extent of its available resources, indemnify and hold the Parties
harmless from any and all claims or suits arising out of the conduct of the Mello-Roos Proceedings,
the authorization for, and levying and collection of, the CFD special tax, and the authorization for,
and issuance and administration of, the CFD Bonds.
The Parties hereby consent to the formation of the CFD in conformance with this Agreement
and consent to the assumption of jurisdiction for the proceedings by the Authority, with the
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understanding that the Authority may hereafter take each and every step required for or suitable for
consummation of the Mello-Roos Proceedings and the levying, collecting, and enforcement of the
CFD special taxes, and the issuance and enforcement of the CFD Bonds.
SECTION 8.
Termination of Powers. Subject to the following sentence, this Agreement
shall continue until rescinded or terminated by agreement of the Parties; provided, however, that so
long as the Board is the legislative body of the CFD, this Agreement shall not be rescinded or
terminated until (i) no CFD Bonds are outstanding, (ii) the CFD special tax has been terminated, and
(iii) the CFD has been dissolved; and provided, further, that this Agreement shall not be rescinded or
terminated so long as any bonds or other indebtedness of the Authority remains outstanding or
unpaid. If the ballot measure regarding the issuance of the CFD Bonds and the annual levy of a
special tax for the CFD does not receive two-thirds voter approval, then the officers, employees, and
agents of the Authority and the Parties shall take all actions necessary for the prompt dissolution of
the Authority, at which time this Agreement shall terminate and the Authority shall cease to exist.
SECTION 9.
Governing Board. The Authority shall be administered by the Board, which
shall consist of one member from each of the Parties, unless and until such number is changed by
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amendment of this Agreement. The members from each Party shall be designated by the governing
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body of such Party or, at the election of such governing body, designated by the County
Administrator of the County, the City Manager of the City, or the Chairman of the District. Each
member shall serve in his or her individual capacity as a member of the Board. Each Party may
designate one or more alternate members 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.
SECTION 10. Meetings ofthe Board.
(a)
Regular Meetings. The Board shall hold at least one regular meeting each year, and
by resolution may provide for the holding of regular meetings at more frequent intervals. The date
upon which, and the hour and place at which, each such regular meeting shall be held shall be fixed
by resolution or motion of the Board, or by designation of the President of the Authority.
(b)
Special Meetings. Special meetings of the Board may be called in accordance with
the provisions of Section 54956 of the California Government Code. All business that may be
conducted at regular meetings may also be conducted at special meetings.
(c)
Legal Notice. All meetings ofthe 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 California Government Code, Sections 54950-54962).
(d)
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 Parties.
(e)
Quorum. One member of the Board from each of the Parties shall constitute a
quorum for the transaction ofbusiness. Less than a quorum may adjourn from time to time.
(f)
Voting. All voting power of the Authority shall reside in the Board. Each Party
represented on the Board shall have one vote. The unanimous affirmative vote of each Party shall be
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required to take any action by the Board.
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(g)
Bylaws. The Board may adopt, from time to time, such bylaws, rules, and
regulations for the conduct of its meetings as are necessary for the purposes thereof.
SECTION 11. Officers; Duties; Bonds.
(a)
The officers of the Authority shall be a President, a Vice-President, a
Treasurer/Controller, and a Secretary. The Board shall elect its President and Vice-President from
among its members, each for a one-year term. Annually, after levying the CFD special tax, a
President and Vice-President shall be elected. Persons serving as President or Vice-President may be
re-elected to the same office. The Treasurer/Controller and the Secretary need not be members of the
Board. If either the President or Vice-President shall cease to be a Board member, he or she shall
also cease to be an officer. The Board shall promptly elect a replacement officer. The
Treasurer/Controller and the Secretary shall be appointed by the Board and serve at its pleasure.
(b)
The President shall conduct the meetings of the Board and shall be authorized to sign
on behalf of the Authority such contracts as shall have been approved by the Board, and such
certificates and other documents as shall be necessary or appropriate. The Vice-President shall serve
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in the President's absence.
(c)
The Treasurer/Controller shall have the powers and duties specified in Section 6505.5
ofthe Law.
(d)
The Treasurer/Controller is designated as the public officer or person who has charge
of, handles, or has access to property of the Authority, and such officer shall file an official bond
with the Secretary of the Authority in the amount of$25,000. To the extent permitted by law, such
officer may satisfy this requirement by filing an official bond obtained in connection with another
public office.
(e)
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.
(f)
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 Parties or, by reason of
such employment, to be subject to the requirements of the Parties.
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(g)
All of the privileges and immunities from liability, exemption from laws, ordinances,
rules, and regulations, and all benefits which apply to the activities of public agencies when
performing their respective functions, shall apply to the officers, agents, or employees of the
Authority while engaged in the performance of their duties.
SECTION 12. 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, 2000.
SECTION 13. Adoption of Local Goals and Policies. Pursuant to California Government
Code Section 53312.7, the Board ofDirectors shall first adopt local goals and policies as required by
such section prior to initiating proceedings to establish the CFD.
SECTION 14. Disposition of Assets. The proceeds of the sale of the CFD Bonds shall be
disbursed for the costs of issuance of the CFD Bonds and then for the costs of the Facilities, Services,
and Incidental Expenses financed thereby and as otherwise specified by the Indenture pursuant to
c)
which the CFD Bonds are issued. The specific procedures for the payment of contractors and
vendors or the reimbursement to the Parties or others of their expenditures eligible for reimbursement
from the CFD Bond proceeds shall be those of the Parties themselves, as may be modified by the
Indenture pursuant to which such CFD Bonds are issued. The Parties agree to use all CFD Bond
proceeds for the purposes specified under the Agreement. In the event that CFD Bonds are not
issued, then all assets of the Authority shall be distributed to the respective grantors or assignors
thereof. After the completion of the purpose of this Agreement, any surplus money on hand shall be
returned to the Parties as they may agree.
SECTION 15. Conflict oflnterest Code. The Authority, by resolution, shall adopt a Conflict
of Interest Code as required by law.
SECTION 16. Provision of Facilities and Services. The Parties anticipate that the Facilities
and Services to be financed by the CFD will be owned, operated, and provided by the Parties
pursuant to joint community facility agreements to be entered into among the Authority and the
Parties.
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SECTION 17. Administration of CFD. Costs of the financing and any administrative or
other costs attributable directly to the CFD shall be paid directly from CFD Bond proceeds or from
CFD special tax proceeds.
SECTION 18. Agreement Not Exclusive. This Agreement shaH not be exclusive and shall
not be deemed to amend or alter the terms of other agreements between the Parties, except as
expressly provided herein.
SECTION 19. Contributions and Advances. Contributions or advances of public funds and
of personnel, equipment or property may be made to the Authority by the Parties or other persons 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 may be made subject to repayment from either CFD Bond
proceeds or CFD special taxes, and shall be repaid out of CFD Bond proceeds only if a CFD Bond
financing contemplating such repayment is successfully completed.
SECTION 20. Accounts and Reports. The Authority shall establish and maintain such funds
and accounts as may be required by good accounting practice and by any provision of any Indenture.
The books and records of the Authority shall be open to inspection at all reasonable times by the
Parties and their representatives. The Authority agrees to have prepared, and keep available to all
Parties, a record of all CFD special tax collections or CFD Bond proceeds received each year by the
Authority.
The Treasurer/Controller of the Authority shall make quarterly reports to the Authority and
the Parties in accordance with Section 6505.5(e) of the Law.
The Treasurer/Controller of the Authority shall either make or contract with a certified public
accountant or public accountant to make an annual audit of the accounts and records of the Authority.
In each case the minimum requirements of the audit shall be those prescribed by the State Controller
for special districts under Section 26909 of the California Government Code and shall conform to
generally accepted auditing standards. When such an audit of accounts and records is made by a
certified public accountant or public accountant, a report thereof shall be filed as a public record with
the Parties and also with the County Auditor of El Dorado County. Such report shall be filed within
12 months of the end of the fiscal year under examination.
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Any costs of the audit, including contracts with, or employment of, certified public
accountants or public accountants in making an audit pursuant to this Section, shall be borne by the
Authority and shall be a charge against any unencumbered funds of the Authority available for the
purpose, and may be paid out of special tax revenues.
In any year in which the annual budget of the Authority does not exceed $500, the Board may
replace the annual special audit with an audit covering a two-year period.
SECTION 21. Breach.
If default shall be made by any of the Parties in any covenant
contained in this Agreement, such default shall not excuse any other Party from fulfilling its
obligations under this Agreement and each Party shall continue to be liable for the performance of all
conditions herein contained. The Parties hereby declare that this Agreement is entered into for the
benefit of the Authority created hereby and the Parties 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 gjven 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.
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SECTION 22. 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.
SECTION 23. Successors; Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the successors of the Parties. No Party may assign any right or obligation
hereunder without the consent of the others.
SECTION 24. Amendment of Agreement.
This Agreement may be amended by
supplemental agreement executed by the Parties only if such amendment (a) is consistent with the
ballot measure regarding the issuance of the CFD Bonds and the annual levy of a special tax for the
CFD and (b) will not materially adversely affect the owners of the CFD Bonds.
The Mello-Roos Proceedings permitted by this Agreement may vary from the terms hereof
with the unanimous written consent of the Board, provided that any such variance (a) is consistent
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with the ballot measure regarding the issuance of the CFD Bonds and the annual levy of a special tax
for the CFD and (b) will not materially adversely affect the owners of the CFD Bonds.
SECTION 25. Form of Approvals. Whenever an approval is required in this Agreement,
unless the context specifies otherwise, it shall be given by resolution duly and regularly adopted by
the boards of each of the Parties and, in the case of the Authority, by resolution duly and regularly
adopted by the Board. Whenever in this Agreement any consent or approval is required, the same
shall not be unreasonably withheld.
SECTION 26. 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.
SECTION 27. Notices.
Notices hereunder shall be in writing and shall be sufficient if
delivered to:
El Dorado County
330 Fair Lane
Placerville, California 95667
Attention: County Administrative Officer
City of South Lake Tahoe
1900 Lake Tahoe Boulevard
South Lake Tahoe, California 96150
Attention: City Manager
Tahoe Paradise Resort Improvement District
P.O. Box 11001
Tahoe Paradise, California 96155
Attention: Chairman
SECTION 28. Law Governing. This Agreement is made in the State of California and is to
be construed and governed in accordance with the Constitution and laws of the State of California.
SECTION 29. 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.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
COUNTY,~\ ELDORADO
By:
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Its: _ _ _ _ _ _ _ _ _ _ __
CIT':;I_1ITH LAKE TAHOE
By:~{e.,t."
Its: - - - - - - - - - - - TAHOE PARADISE RESORT
IMPROVEMENT DISTRICT
By:
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Its: - - - - - - - - - - - -
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EXHIBIT A
DESCRIPTION OFFACILITIES, SERVICES,
AND INCIDENTAL EXPENSES TO BE FINANCED BY
COMMUNITY FACILITIES DISTRICT NO. 2000-1 OF THE
SOUTH LAKE TAHOE RECREATION FACILITIES JOINT POWERS AUTHORITY
Description of Facilities
The public facilities to be financed by the CFD include the acquisition, construction,
improvement, rehabilitation, and equipping of:
1. An enclosed building of approximately 3 8,000 square feet containing a regulation-sized
ice skating rink and related support facilities for general public use, athletic teams,
spectators, and community events;
2.
Four new athletic fields and related support facilities, including, but not limited to,
parking, restrooms, and spectator seating and amenities; and
3. Public recreation facilities located on property currently owned by the Tahoe Paradise
Resort Improvement District.
Description of Services
The services to be funded by the CFD include:
1. Maintenance of the athletic fields and support facilities described in item 2 of the above
description ofFacilities;
2. Maintenance of public recreation facilities located on property currently owned by the
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Tahoe Paradise Resort Improvement District; and
3. Maintenance of bicycle trails located in the CFD and owned or operated by the City of
South Lake Tahoe or the County ofEI Dorado.
Description oflncidental Expenses
The incidental expenses to be funded by the CFD include:
1. The cost of engineering, planning, and designing the Facilities;
2. All costs associated with the creation of the CFD and the Authority, the issuance ofbonds
by the CFD and the administration of such bonds, and the determination, levy, and collection of the
special tax; and
3. Any other costs incurred to carry out the authorized purposes of the CFD and to
administer the CFD and the Authority.
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