RES-2014-124 RESOLUTION NO. 2014-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ANAHEIM, CALIFORNIA AUTHORIZING
FORMATION OF A JOINT POWERS AUTHORITY WITH
THE ANAHEIM HOUSING AUTHORITY; APPROVING
THE EXECUTION OF THE JOINT EXERCISE OF
POWERS AGREEMENT; AND DETERMINING SUCH
ACTION IS EXEMPT FROM THE ENVIRONMENTAL
QUALITY ACT (CEQA) PURSUANT TO CEQA
GUIDELINES SECTIONS 15060(b)(3), 15378(b)(4) AND
15378(b)(5)
WHEREAS, the City of Anaheim (the "City") is a municipal corporation and chartered
city organized and existing under and by virtue of the Constitution and laws of the State of
California and its Charter and is a public agency under the Joint Exercise of Powers Act (Title 1,
Division 7, Chapter 5 of the California Government Code); and
WHEREAS, the Anaheim Housing Authority (the "Housing Authority") is a public
body, corporate and politic, organized and existing under and by viriue of the laws of the State of
California and is a public agency under the Joint Exercise of Powers Act; and
WHEREAS, public agencies are authorized under the Joint Exercise of Powers Act to
establish a joint powers agency separate from the public agencies to exercise the common
powers of the parties establishing such agency; and
WHEREAS, in addition to exercising the common powers of the public agencies
establishing a joint powers agency, joint powers agencies formed under the Joint Exercise of
Powers Act are authorized to exercise such additional powers as may be given to joint powers
agencies by the Joint Exercise of Powers Act and other applicable law; and
WHEREAS, the City and the Housing Authority desire to establish the Anaheim
Housing and Public Improvements Authority (the "Authority") under the Joint Exercise of
Powers Act for the purpose of providing an entity to exercise certain common powers of the City
and the Housing Authority and for the further purpose of exercising certain additional powers
granted to the Authority by the Joint Powers Act and other applicable law;
WHEREAS, attached hereto as Attachment 1 is a proposed form of Joint Exercise of
Powers Agreement (the "Agreement") between the City and the Housing Authority, which
Agreement, upon approval by the City and the Housing Authority and upon execution by such
parties, creates and establishes the Authority and specifies the purposes of the Agreement and
identifies the powers of the Authority; and
WHEREAS, under California law and the Agreement, the Authority will be a public
entity separate and apart from the City and the Housing Authority, and the debts, liabilities and
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41993-24
obligations of the Authority will not be debts, liabilities or obligations of the City or the Housing
Authority ar any official, officer, employee, representative or agent of the City serving on the
governing body of the Authority or as an officer of the Authority; and
WHEREAS, the City Council of the City (the "City Council") desires to approve,
authorize and direct the execution, delivery and performance of the Agreement as herein
provided; and
WHEREAS, upon adoption of this resolution, all acts, conditions and things required by
the Constitution and laws of the State of California to exist, to have happened and to have been
performed precedent to and in connection with the execution, delivery and performance of the
Agreement by the City will exist, have happened and have been performed in regular and due
time, form and manner as required by law, and the City will be duly authorized and empowered,
pursuant to each and every requirement of law, to execute, deliver and perform the Agreement in
the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim
as follows:
Section 1. All the recitals herein contained are true and correct, the City Council so
finds and hereby incorporates such recitals by this reference.
Section 2. The City Council authorizes each of the Mayor, the Mayor Pro Tem, the
City Manager, and the Finance Director (each an "Authorized Officer"}, acting alone, to execute
and deliver, and the City Clerk to attest, the Agreement. The City Council hereby approves the
Agreement in substantially the form attached hereto as Attachment 1, with such changes therein
as are deemed advisable and not adverse to the City's interest by the Authorized Officer
executing the Agreement and which changes are approved by the City Attorney. The
deternunation that such changes are advisable and not adverse to the City's interest, and the
approval of such changes by the City Attorney, shall be conclusively evidenced by the execution
and delivery of the Agreement by an Authorized Officer.
Section 3. Each of the Authorized Officers and each of the other officers and the staff
members of the City, acting singly, is hereby authorized to do any and all things which such
Authorized Officer, officer or staff inember deems necessary or advisable in order to assist in the
creation, organization and operation of the Authority pursuant to the Agreement and to otherwise
carry out, give effect to and comply with the terms and intent of this resolution and the
Agreement.
Section 4. The City Council hereby finds and determines that, in accordance with the
California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein
referred to as "CEQA") and Title 14 of the California Code of Regulations (herein referred to as
the "State CEQA Guidelines"), the adoption of this resolution by the City Council is exempt
from CEQA pursuant to State CEQA Guidelines Sections 15060(c)(3), 15378(b)(4), and
15378(b)(5) because the activity approved by this resolution neither commits the City to
implement any specific project nor will it result in direct or indirect physical changes in the
OHSUSA:758314307.3 2
41993-24
environment and, therefore, is not a"project," as defined in Section 15378 of the State CEQA
Guidelines.
Section 5. All actions heretofore taken by the officials, officers, employees,
attorneys, representatives and agents of the City with respect to the Agreement and the actions
authorized by this resolution are hereby approved, confirmed and ratified.
Section 6. This resolution shall take effect immediately upon its passage.
THE FOREGOING RESOLUTION is passed, approved and adopted by the City Council
of the City of Anaheim tlus 15th day of July, 2014, by the following roll call vote:
AYES: ��cil Mesnbers Eastman, Murray, Brandman and Kring
NOES: Mayor Tait
ABSENT: None
ABSTAIN: None
CITY OF ANAHEIM
B
MAYOR OF THE CITY OF ANAHEIM
ATTEST:
CITY CLERK OF THE CITY OF ANAHEIM
APPROVED AS TO FORM:
MICHAEL R. W. HOUSTON, CITY ATTORNEY
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103221.2
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41993-24
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ATTACHMENT 1
STARTS AFTER THIS PAGE
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41993-24
JOINT EXERCISE OF POWERS AGREEMENT
by and between
CITY OF ANAHEIM
and
ANAHEIM HOUSING AUTHORITY
Dated as of July 1, 2414
�
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TABLE OF CONTENTS
Page
A.RTICLE I DEFINITIONS ...................................................................... .................... 1
Section Definitions ................................................. .............................. 1
ARTICLE II GENERAL PROVISIONS ................... .... ,,,,,.. 3
.... ............................................
Section2.01 Purpose ....................................................................... .................. 3
Section 2.02 Creation of Authority .......................
.................................................... 3
ARTICLE III BOARD OF DIRECTORS .................................................. ......... 3
...................
Section 3.OI Board of Directors ..................... 3
........................................................
Section 3.02 Board Powers ................................ ................... 4
....................................
Section 3.03 Compensation ............................................... ............................ 4
Section 3.04 Meetings of the Board of Directors .................. ,,,,,, 4
.............................
ARTICLE IV OFFICERS, EMPLOYEES AND AGENTS ................................................... 4
Section 4.01 Officers ..................................... ................................
......,. ................... 4
Section 4.02 Designation of Officers ....................................... .......................... 5
Section 4.03 Subordinate Officers .............................. ,,..,,,.,,..,.. 5
...............................
Section 4.04 Executive Director ..................................... ,,,.,..,,.,.,.... 6
.........................
Section 4.05 Treasurer .................................................. ................. 6
...........................
Section4.06 Auditor .......................................... ..................... 6
..................................
Section 4.0? Secretary .............................................................
................................. 6
Section 4.08 Authority Counsel ................................................................................ 7
Section 4.09 Assistant Officers ........................................ ,,,,.,, �
..................................
Section 4.10 Employees, Agents and Independent Contractors ............................... 7
Section 4.11 Privileges and Immunities; No Employment by a Party .................. 7
....
ARTICLE V AUTHORITY POWERS ........................
......................................................... 7
Section 5.01 General Powers .................................................................................... 7
Section 5.02 Specific Powers .....................................
............................................... 8
Section 5.03 Manner af Exercising Powers ...............................
............................... 9
Section 5.04 Non-Liability For Obligations of Authority ........................................ 9
Section 5.05 Indemnity by Authority for Litigation Expenses of Officer,
Director or Employee ........................................................................... 9
Section 5.06 Indemnity by Authority for Litigation Expenses of a Party .............. 10
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i
TABLE OF C4NTENTS
(continued)
Page
Section 5.07 Execution of Contracts ................... ......................... 10
...........................
Section 5.08 Fiscal Year ............................................... ...... 10
.................................. . .
ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS ...................... 10
Section 6.01 Contributions ......................................... .......... 10
..... . .............................
Section 6.02 Accounts and Reports ........................................................................ 10
Section 6.03 Funds ............................................ .. 10
....................................................
ARTICLE VII TERM; TERMINATION .......................... ....................... 11
..............................
Section7.01 Term ................................................................................................... I 1
Section 7.02 Termination ........................
................................................................ 11
ARTICLE VIII MISCELLANEOUS PROVISIONS .............................................................. 11
Section8.01 Notices ........................................ ..................... 11
......................... . ...... . .
Section 8.02 Actions by Parties .................................................
............................. 11
Section 8.03 Withdrawal of a Party ...........................................................
............. 11
Section 8.04 Law Governing ..................
................................................................ 12
Section 8.05 Amendments ....................
.................................................................. I2
Section 8.06 Complete Agreement ......................................................................... 12
Section 8.07 Counterparts ................................................................................... 12
Section 8.08 Successors ......................
................... ..... .................................... 12
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JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF PQWERS AGREEMENT, dated as of .Tuly 1, 20l 4, by
and beiween the CITY OF ANAHEIM, a municipal corporation and chartered city organized and
existing under and by virtue of the Constitution and laws of the State of California and its
Charter, and the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic,
organized and existing under and by virtue of the laws of the State of California,
WITNESSETH:
WHEREAS, public agencies are authorized under the Joint Powers Act (capitalized
terms used herein shall have the meanings given such terms pursuant to Section 1.01 hereo� to
establish a joint powers agency to exercise the common powers of the parties establishing such
agency; and
WHEREAS, in addition to exercising the common powers of the public agencies
establishing a joint powers agency, agencies formed under the Joint Powers Act are permitted to
exercise such additional powers as may be given to joint powers agencies by the Joint Powers
Act and other applicable law; and
WHEREAS, the City of Anaheim and the Anaheim Housing Authority desire to
establish the Authority under the Joint Powers Act for the purpose of providing an entity to
exercise Common Powers of the Parties and for the further purpose of exercising Additional
Powers, in each case for the purposes herein provided;
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the City af Anaheim and the Anaheim Housing Authority and do
hereby agree as follows:
ARTICLE I
DEFII�TITIONS
Section 1.01 Definitions. (a) Unless the context otherwise requires, the words and terms
defined in this Article shall, for the purposes hereof, have the meanings herein specified.
`�Additional Powers" means such powers, in addition to the Common Powers, as are
granted or otherwise available to the Authority as a separate public entity pursuant to the Joint
Powers Act or any other applicable law, whether currently in force or hereafter enacted,
including without limitation such powers in connection witli fmancing, refinancing,
development, provision, and support of residential housing, public buildings, infrastructure
facilities and programs, facilities and services relating to any of the foregoing.
`�Agreement" means this Joint Exercise of Powers Agreement, as originally executed
and as it may from time to time be amended and supplemented in accordance with the provisions
hereof.
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"Anaheim" means the City of Anal�eim, a municipai corporation and chartered city
organized and existing under and by virtue of the Constitution and laws of ti2e State of CaIifornia
and its Charter.
"Auditor" means the person serving as auditor of the Authority pursuant to Section
4.�2(c}.
"Authority" means the Anaheim Housing and Public Improvements Authority, a joint
exercise of powers agency organized and existing under and by virtue of the laws of the State of
California, created pursuant to Section 2.02 hereof.
"Board" means the Board of Directors of the Authority constituted as provided in
Section 3.0 ] ,
"Bonds" means bonds, notes and any other evidence of indebtedness issued or incurred
by the Authority pursuant to an article of the Joint Powers Act or any other authority.
"City Council" means the City Council of Anaheim.
"Common Powers" means the powers which are common to the Parties in connection
with financing, refinancing, development, provision, and support of residential housing and
related programs, faciiities and services.
"Executive Director" means the person serving as executive director of the Authority
pursuant to Section 4.02{a).
"Housing Authority" means the Anaheim Housing Authority, a public body, carporate
and politic, organized and existing under and by virtue of the laws of the State of California.
"Joint Powers Act" means the Joint Exercise of Powers Act, Sections 6500-6599.3 of
the California Government Code as the same may be amended and supplemented, and any
successor act.
"Parties" means Anaheim and the Housing Authority.
"Powers" means the Common Powers and the Addi�ional Powers.
"Ralph M. Brown Act" means Sections 54950-54963 of the CaIifornia Government
Code, as the same may be amended and supplemented, and any successor act.
"Secretary" means the person serving as secretary of the Authority pursuant to Section
4.02(d}.
"Treasurer" means the person serving as treasurer of the Authority pursuant to Section
4.02(b}.
(b) The singular form of any word used herein, including the terms defined in this
Section shall include the plural, and vice versa, unless tl�e context otherwise requires. The use
OHSU3A:758143931.6 2
herein of a pronoun of any gender shall include correlative words of the other genders. All
references herein to "Sections" and other subdivisions hereof are to the corresponding Sections
or subdivisions of this Agreement; and the words "herein," "hereof," "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any particular Section or
subdivision hereof.
ARTICLE II
GENERAL PROVISIONS
Section 2.01 Purpose. This Agreement is made pursuant to tl�e Joint Powers Act for the
purpose of creating the Authority as a public entity separate from tlie Parties to: (a) exercise
Common Powers with respect to financing, refinancing, development, provision, and support of
residential housing and related pragrams, facilities and services; and (b) exercise Additional
Powers, including without limitation Additional Powers with respect to financing, refinancing,
development, provision, and support of residential housing, public buildings, infrastructure
facilities and programs related to any of the foregoing, in each case as requested by one or more
of the Parties for the benefit of the requesting Party or Parties or the persons, including visitors,
within the jurisdiction of the requesting Party or Parties.
Section 2.02 Creation of Authoritv. Pursuant to the Joint Powers Act, there is hereby
created a public entity to be known as the "Anaheim Housing and Public Improvements
Authority". The Authority sha11 be a public entity separate and apart from the Parties, and shall
administer this Agreement.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 Board of Directors. T'he Board shall be the governing body of the
Authority. The Board shall be comprised of five members, unless and until changed by
amendment of this Agreement.
Each member of the City Council shall be a member of the Board. The Board shall
always consist of the persons then serving as members of the City Councit, and each person who,
currently or in the future, serves as a member of the City Council shall serve, during the period in
which he or she serves in such capacity, as a member of the Board.
Each member shall assume membership on the Board upon his or her becoming a
member of the City Council, without any further act by any person, body or entity. Each member
sha11 hold membership on the Board until the expiratian of his or her term as a member of the
City Council, or until he or she resigns, is removed or for any other reason no longer serves as a
member of the City CounciI, without any further act by any person, body or entity.
The Mayor of Anaheim shall be Chairperson of the Board and such Chairperson shall
preside at al� meetings of the Board. The Mayor Pro Tempore �f Anaheim shall be the Vice
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Chairperson of the Board and such Vice Chairperson shall preside at meetings of the Board
during the absence or disability of the Chairperson.
Section 3.02 Board Powers. Subject to the limitations of this Agreement and the laws
of the State of California, the Powers of the Authority sha11 be vested in and exercised by and its
property controlled and its affairs conducted by the Board.
Section 3.03 Comnensation. Members of the Board shall serve without compensation
but shall be entitled to reimbursement for any expenses actually incurred in connection with
serving as a member of the Board. Any obligation to pay expenses pursuant to this Section shall
be a charge against any unencumbered funds of the Authority available for the purpose.
Section 3.04 Meetings af the Board of Directors. (a) Call, Notice and Conduct of
Meetings. All meetings of the Boazd, including without limitation, regular, adjourned regular,
special meetings and adjourned special meetings, shall be called, noticed, held and conducted in
accordance with the provisions of the Ralph M. Brown Act.
(b) Regular Meetings. Regular meetings of the Board shalI be held at such dates and
times as the Boazd may fix by resolution from time to time; provided that unless and until
changed by a resolution of the Board, a regular meeting of the Board shall be heId at 5 P.M, on
the fourth Tuesday of July of each year and the second Tuesday of December of each year. If any
day so fixed for a regular meeting shall fall upon a legal holiday then such regular meeting shali
be held on the next succeeding business day at the same hour. No notice of any regular meeting
of the Board need be given to the members of the Board.
{c) Special Meetings. Special meetings of the Board shall be held whenever cal�ed by
the Chairperson of the Board or by a majority of the members of the Board.
(d} Quorum. A majority of the members of the Board shall constit�te a quorum at
any meeting of the Board except that less than a quorum may adjourn a meeting to another time
and place. Every act or decision done or made by a majority of the members of the Board present
at any meeting at which a quorum is present shall be the act of the Board.
(e) Rules and Regulations, The Authority may adopt, fram time to time, by
resolution of the Board, such ruIes arid regulations for the conduct of its meetings and affairs as
the Board determines are necessary or convenient. Absent rules and regulations for the Authority
promulgated by the Board, the adopted rules, regulations, policies and procedures of the City
Council (including, without limitation, City Council Resotution No. 2012-042, as it may be
amended and supplemented from time to time, incIuding by way of a successor resolution) shail
be the rules, regulations, policies and procedures of the Authority.
ARTICLE IV
OFFICERS, EMPLOYEES AND AGENTS
Section 4.01 Officers. The officers of the Authority shall be an Executive Director, a
Treasurer, an Auditor, a Secretary and such other officers as the Board may appoint.
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Section 4.02 Desi�nation of Of�cers. (a} The City Manager of Anaheim shall be the
Executive Director of the Authority. The Executive Director shall always be the person then
serving as the Anaheim CiTy Manager, and each person who, currently or in the future, serves as
the Anaheim City Manager sha11 be, during the period in which he or she serves in such capacity,
the Executive Director. A person sha11 become the Executive Director upon his or her becoming
the Anaheim City Manager, without any further act by any person, body or entity. A person shall
serve as the Executive Director until he or she resigns, is removed or for any other reason no
longer serves as the Anaheim City Manager, without any further act by any person, body or
entity.
(b) The Treasurer of Anaheim shall be the Treasurer of the Authority. The Treasurer
shall always be the person then serving as the Anaheim Treasurer, and each person who,
currently or in the future, serves as the Anaheim Treasurer sha11 be, during the period in which
he or she serves in such capacity, the Treasurer. A person shall become Treasurer upon his or her
becoming the Anaheim Treasurer, without any further act by any person, body or entity. A
person shall serve as Treasurer until he ar she resigns, is removed ar for any other reason no
Ionger serves as the Anaheim Treasurer, without any fiuther act by any person, body or entity.
In addition to the duties of the Treasurer elsewhere provided in this Agreement or by the
Board, the Treasurer shall perform the duties of the treasurer of a joint powers agency prescribed
by the Joint Powers Act and other applicable provisions of law.
(c} The Finance Director of Anaheim shall be the Auditor of the Authority. The
Auditor shall always be the person then serving as the Anaheim Finance Director, and each
person who, currently or in the future, serves as the Anaheim Finance Director sha11 be, during
the period in which he or she serves in such capacity, the Auditor. A person sha11 become the
Auditor upon his or her becoming the Anaheim Finance Director, without any further act by any
person, body or entity. A person shall serve as the Auditor until he or she resigns, is removed or
for any other reason no Ionger serves as the Anaheim Finance Director, without any further act
by any person, body or entity.
In addition to the duties of the Auditor elsewhere provided in this Agreement or by the
Board, the Auditor shall perform the duties of the auditor of a joint powers agency prescribed by
the Joint Powers Act and other applicable provisions of law.
(d) The City Clerk of Anaheim shall be the Secretary of the Authority. The Secretary
shall always be the person then serving as the Anaheim City Clerk, and each person who,
currently or in the future, serves as f.he Anaheim City Clerk sha11 be, during the period in which
he or she serves in such capacity, the Secretary. A person shall become the Secretary upon his or
her becoming the Anaheim City Clerk, without any f�u�ther act by any person, body or entity. A
person shall serve as the Secretary until he or she resigns, is removec� or for any other reason no
longer serves as the Anaheim City Clerk, without any further act by any person, body or entiTy.
Section 4.03 Subordinate Officers. The Board may appoint such officers other than
those hereinabove mentioned as the Board determines, each of whom shall hold office for such
period, have such authority and perform such duties as the Board from time to time may
authorize or determine.
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Section 4.04 Executive Directar. The Executive Director shall be the chief executive
officer of the Authority and shall, subject to the control of the Board, have general supervision,
direction and control of the business and officers of the Authority. He or she shall be an ex
officio member of all standing committees, and shall have the general powers and duties of
management of the Authority and shall have such other powers and duties as may be prescribed
by the Board or this Agreement. Anaheim shall determine the charges to be made against the
Authoriiy for the services of the Executive Director. Any obligatian to make payrnents with
respect to the Executive Director purstzant to tlzis Section sha11 be a charge against any
unencumbered funds of the Authority available for the purpose.
Section 4.05 Treasurer. Subject to t1�e applicable provisions of each indenture or
resolution providing for a tntstee or other fiscal agent in connection Bonds, the Treasurer is
designated as the depository of the Authority to have custady of a11 the money of the Authority,
from whatever source, and, as such, shall have the powers, duties and responsibilities specified
far the treasurer of a joint powers agency in the Joint Powers Act and otherwise applicable to the
office of such treasurer by any law or regulation. The Treasurer shall also have such other
powers, duties and responsibiIities as shall be specified by the Board or this Agreement. The
Treasurer sha11 draw checks to pay demands against the Authority only upon warrants of the
Auditor. Anaheim sha.11 determine the charges to be made against the Authority for the services
of the Treasurer. Any obligation to make payments with respect to the Treasurer pursuant to this
Section shall be a charge against any unencumbered funds af the Authority available for the
purpose.
The Treasurer 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 $5,000, as required by Section 6505.1 of the Joint Powers Act. Such bond may be
maintained as a part of or in conjunction with any other bond maintained on such person by
Anaheim, it being the intent of this Section not to require duplicate or overlapping bonding
requirements from those bonding requirements which are otherwise applicable to Anaheim.
Section 4.06 Auditor. The Auditor shall have the powers, duties and responsibilities
specified for the auditor of a joint powers agency in the Joint Powers Act and otherwise
applicable to the office of such auditor by any law or regulation. The Auditor shall also have
such other powers, duties and responsibilities as sha11 be specified by the Board or this
Agreement. The Auditor sha.11 draw warrants to pay demands against the Authority when the
demands have been approved by the Board or the Executive Director. The Auditor shall cause
an independent audit of the accounts and records of the Authority to be made by a certified
public accountant, or public accountant, in compiiance with Section 6505 of the Joint Powers
Act. Any costs of the audit, including contracts with, or empioyment of, certified public
accountants or public accountants, in making an audit pursuant to this Section sha11 be borne by
the Authority. Anaheim shall determine the charges ta be made against the Authority for the
services of the Auditor. Any obligation to make payments with respect to the Auditor or an audit
pursuant to this Section shall be a charge against any unencumbered funds of the Authority
available for the purpose
Section 4.07 Secrefarv. The Secretary sha1I keep or cause to be kept a book of minutes
at the principal vffice of the Authority or at such other place as the Board may order, of a11
OHSUSA:758343931.6 6
meetings of the Board, with the time and place of holding, whether regular or special, and if
speciai, how authorized, the notice thereof given, the names of the Board members present at the
meetings and the proceedings thereof. The Secretary shall give or cause to be given all required
notices of all meetings of the Board, shaIl keep the Authority records in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the Board ar this
Agreement. Anaheim sha.11 determine the charges to be made against the Authority for the
services of the Secretary. Any obligation to make payments with respect to the Treasurer
pursuant to this Section shall be a chazge against any unencumbered funds of the Authority
available for the purpose.
Section 4.08 Authoritv Counsel. The Anaheim City Attorney sha11 serve as Authority
Counsel. Anaheim shali determine the chazges to be made against the Authority for the services
of the Authority Counsel. Any obligation to make payments with respect to the Treasurer
pursuant to this Section shall be a charge against any unencumbered fiands of the Authority
available for the purpose.
Section 4.09 Assistant Officers. The Board may appoint such assistants to act in the
place of the Executive Director, Treasurer, Auditor, Secretary, Authority Counsel or other
officers of the Authority as the Board shall from time to time deem appropriate.
Section 4.10 Emniovees, Agents and Independent Contractors. The Board shall have
the power to engage such employees as may be necessary or appropriate for the purposes of this
Agreement. The Board shall also have the power to engage such agents and independent
contractors as may be necessary or appropriate for purposes of tl�is Agreement.
Section 4.11 Privileges and Immunities; No Emnlovment bv a Partv. All of the
privileges and immumties from habil�ty, exemption from laws, ordinances and rules, all pension,
relief, disability, workers' compensation and ather benef ts which apply to the activities of
officers, agents or employees of a Party when performing their respective functions for such
Party shall apply to such officers, agents and employees to the same degree and extent while
engaged in the performance of any function or duty under this Agreement.
None of the officers, employees, agents or independent contractors employed or engaged
by the Authority shall be deemed, by reasan of his or her employment or engagement by the
Authority to be employed or engaged by a Party or, by reason of his or her employanent or
engagement by the Authority, to be subject to any of the requirements of any Party.
ARTICLE V
AUTHORITY POWERS
Secfion 5.01 General Powers. The Authority has aIl Powers necessary or convenient,
specifed ar implied, to the accomplishment of the purposes of this Agreement, subject to the
restrictions set forth in Section 5.03 hereo£ The enumeration of any Powers herein shall not limit
the generality or scope of the Powers granted to the Authority pursuant to this Section, the
definition of Common Powers, the definition of Additional Powers, or the grant of any other
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powers otherwise available to the Authority as a separate public entity pursuant to the 3oint
Powers Act or any other applicable law whether cti.nentty in force or hereafter enacted.
Section 5.02 Snecific Powers. Without limiting the generality of the Powers conferred
in Section 5.01, the Authority is hereby authorized, in its own name, to do all acts necessary or
convenient ta the accomplishment of the purposes of this Agreement and the full exercise of the
Powers conferred in Section 5.01, including but not limited to, any or all of the following:
(a) to make and enter into contracts;
(b} to etnploy agents or employees;
(c} to acquire, construct, manage, maintain or operate any buildings, works, or
improvements, including acquiring any such buildings, works, or improvements by the
power of eminent domain;
(d) to sue and be sued in its own name;
(e) to issue Bonds and othenvise to incur debts, liabilities or obIigations,
pravided that no such Bond, debt, liability or obligation shali constitute a debt, liability or
obligation of a Party to this Agreement;
(� to apply for, accept, receive and disburse grants, loans and other aids 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 Joint
Powers Act that 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 Calif�rnia Government Code;
(h) to apply for letters of credit or other forms of financial guarantees in order
to secure the repayment of Bonds and enter into agreements in connection therewith;
(i) to carry out all the provisions of this Agreement;
(j} to purchase ob�igations of any Party;
(k) to engage the services of private consultants to render professional and
technical assistance and advice in carrying out the purposes of this Agreement;
{1) to employ and compensate counsel including bond counsel, financial
consultants, and otiier advisers determined appropriate by the Authority in the
accomplishment of the pzzrposes of this Agreement, including without limitation in
connection with the issuance and sale of any Bonds;
(m) to contract for engineering, construction, architectural, accounting,
environmental, land use, or other services determined necessary or convenient by the
Authority in connection with the accomplishment of the purposes of this Agreement;
OHSUSA;758143931.6 g
(n} to talce title to, and transfer, sell by installment sale or otherwise, lands,
structures, real or personal property, rights, rights-of-way, franchises, easements, and
other interests in real or persona� praperty which the Authority determines are necessary
or convenient in connection with the accomplishment of the purpases of this Agreement;
(o) to lease to, and to Iease from, a Party or any other person or entity lands,
structures, real or personal property, riglrts, rights-of-way, franchises, easements, and
other interests in real or personal property which the Authority determines are necessary
or convenient in connection with the accomplishment of the purposes of this Agreement;
and
(p} to exercise any and alI other powers as rnay be provided for the Authority
in the Joint Powers Act or any other applicable law.
Section 5.03 Manner of Exercisin� Powers. The Authority shall exercise its Powers
only when requested by a Party in connection with one or more specified programs, facilities or
services. In accordance with Section 6509 of the Joint Powers Act, in exercising the Common
Powers, the Authority shall be subject to the restrictions upan the manner of exercising such
powers as are applicable to the Housing Authority. In exercising any other power, the Authority
may act in any manner pernutted by applicable law.
Section 5.04 Non-Liabilitv For Obligations of Authority. The debts, liabilities and
obligations of the Authority shall not be the debts, liabilities and obligations of any of the
Parties; provided that a Party may, by an agreement separate from this Agreement, contract for,
or assume responsibility for, specific debits, liabilities, or obligations of the Authority. No
member, officer, agent or employee of the Authority shall be individually or personally liable for
the payment of the principal of or premium or interest on any obligations of the Authority or be
subject to any personal liability or accountability by reason of any obligations of the Authority;
but nothing herein contained shall relieve any such member, o�cer, 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.
Section 5.05 Indemnitv bv Authoritv for Liti�ation Exuenses of Officer, Director or
Emnlovee. To the full extent permitted by iaw, the Board may authorize indemnification by the
Authority of any person who is or was a member of t�e Board, or an officer, employee or other
agent of the Authority, and who was or is a party or is threatened to be made a party to a
proceeding by reason af the fact that such person is or was such a member of the Board, officer,
employee or other agent of the Authority, against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with such proceedings, if the
Board determines that such person acted in good faith and in a manner such person reasonably
believed to be in the best interests of the Authority and, in the case of a criminal proceedings,
had no reasonable cause to believe the conduct of such person was unlawful and, in the case of
any action by or in the right of the Authority, acted with such care, including reasonable inquiry,
as an ordinarily prudent person in a like position would use under similar circumstances. Any
obligations pursuant to this Section sha.11 be borne by the Authority and shall be a charge against
any unencumbered funds of the Authority available for the purpose.
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__ _ _ _
Section 5.06 Indemnitv bv Anthoritv for LitiEation Exuenses of a Partv. To the full
extent permitted by law, the Board sha11 authorize indemnification by the Authority of any Party
who was or is a party or is threatened to be made a party to a proceeding by reasan of the fact
that such person is or was a Party to this Agreement against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection with such
proceedings. Any obligations pursuant to this Section shall be borne by the Authority and shall
be a charge against any unencumbered funds of the Authority available for the purpose.
Section 5.07 Ezecution of Contracts. The Board may by resolution authorize any
member of the Board, or any officer, or employee of the Authority, to enter into any contract or
execute any contract or other instrument in the name of and on beha.tf of the Authority and such
authority may be in general or confined to specific instances and unless so authorized by the
Board, no such member of the Board, and no officer, or employee of the Authority, shall have
any power or authority to bind the Authority by any contract or engagement or to pledge its
credit or to render it Iiable for any purpose or in any amount.
Section 5.08 Fiscal Year. The Fiscal Year of the Authority shall, unless and until
changed by the Board, commence on the 1 st day of July of each year and shali end on the 3Uth
day of June of the next succeeding year except that the initial Fiscal Year of the Authority sha11
commence on the effective date of this Agreement and end on the immediately following 30�'
day of June.
ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.41 Contributions. A Party may {a) make contributions from its treasury 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 by the Board, or (d} use their personnel, equipment or property in lieu of other
contributions or advances.
Section 6.02 Accounts and Reparts. There shali be strict accountability of all
Authority funds and accounts and report of a.tl Authority receipts and disbursements. Without
limiting the generality of the foregoing, the Authoriiy 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 each Party and its duly
authorized representatives.
Section G.03 Funds. Subject to the applicable provisions of any instrument or
agreement which the Authority may enter into, which may provide for a trustee or other fiscal
agent to receive, have custody of and disburse Authority funds, the Treasurer of the Authority
shall receive, have the custody of and disburse Authority funds as nearly as possible in
accordance with generally accepted accounting practices, shall make the disbursements required
by this Agreement or to carry out any of the provisions or purposes of this Agreement.
OHSUSA:758143931.6 1 Q
ARTICLE VII
TERM; TERMINATION
Section 7A1 Term. This Agreement sha11 become effective, and the Authority shall
come into existence, on the latest date of execution and delivery hereof by both Anaheirn and the
Hausing Authority, and this Agreement shall thereafter continue in futl force and effect until
terminated pursuant to Section 7.02 hereof.
Section 7.02 Termination. This Agreement may be terminated by agreement of the
Parties; provided, however, that this Agreement sha11 not be terminated so Iong as any Bonds or
other debts or liabilities of the Authority remain outstanding or so long as the Authority is a party
to any material contract remaining in effect. Upon ternunation of this Agreement, the Authority
shall be dissolved and, after payment or provision for payment of all debts and liabilities, the
assets of the Authority shall be distributed to the Parties in proportion to the contributions of
each Party ta the Authority and the amounts paid by each Party in connection with the
Authority's activities.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section S.O1 Notices. Notices hereunder shall be in writing and shall be sufficient if
delivered to the address of each Party hereto set forth below or at such other address as is
provided by a Party hereto in writing to the other Party hereto.
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Attention: [City Manager]
Anaheim Housing Authority
200 South Anaheim Boulevazd
Anaheim, California 92805
Attention: [Executive Director]
Section 8.02 Actions bv Parties. Nothing in this Agreement limits the rights of a Party
to independently exercise any of the Powers to the extent authorized hy applicable law, including
a city or county charter.
Section 8.03 Withdrawal of a Partv. A Party may withdraw as a member of the
Authority and a Party to this Agreement by delivering a written notice of such withdrawal to the
Authority and each other Party no less than thirty days from the effective date of such
withdrawal; provided that, unless the conditions to the termination of this Agreement in Section
7.02 are satisfied, no such withdrawal sha11 be effective if less tl�an two Parties will remain
members of the Authority and Parties to this Agreement upon such withdrawal.
OHSUSA:758143931.6 11
Section 8.04 Law Governin$. This Agreement is made in the State of California under
the constitution and laws of the State af California, and is to be so construed.
Section 8.Q5 Amendments. This Agreement may be amended at any time, or from time
to time, except as Iimited by contract or other agreement of the Autharity, including Bonds or the
instruments authorizing Bonds, or by applicable regulations or laws of any jurisdiction having
authority, by one or mare amendments executed by the Parties either as required in order to car�y
out any of the provisians of this Agreement or for any other purpose, including adding a Party to
this Agreement.
Section 8.06 Complete Agreement. This Agreement is the complete and exclusive
statement of the agreement among the Parties with respect to the subject matter hereof, and this
Agreement supersedes and merges all prior proposals, understandings, and other agreements,
whether oral, written, or implied in conduct, between the Parties relating to the subject matter of
this Agreement.
Section 8.07 Counterqarts. T'his Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all together shail constitute but
one and the same Agreement.
Section 8.08 Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the respective Parties. No Party may assign any right ar obligation
hereunder without the written consent of the other Parties.
OHSUSA:758143931.6 12
IN WITNESS WHEREOF, the Parties hereto have caused this Joint Exercise of Powers
Agreement to be executed by their respective officers thereunto duly authorized, all as of the day
and year first written above.
CITY OF ANAHEIM
Name:
Title:
ATTEST:
Linda N. Andal, City Clerk
APPROVED AS TO FORM:
MICHAEL R.W. HOUSTON,
CITY ATTORNEY
ANAHEIM HOUSING AUTHORITY
Name:
Title:
ATTEST:
Linda N. Andal, Secretary
APPROVED AS TO FORM:
MICHAEL R. W. HOUSTON,
AUTHORITY COUNSEL
103053.6
OI-ISUSA:758143931.6 13