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HomeMy WebLinkAboutCVRC Reso 2006-014 CVRC RESOLUTION NO. 2006-014 RESOLUTION OF THE BOARD OF DIRECTORS OF CHULA VISTA REDEVELOPMENT CORPORATION APPROVING THE "CHULA VISTA REDEVELOPMENT CORPORATION OPERATING AGREEMENT;" AND AUTHORIZING THE CHAIRMAN TO SIGN AND EXECUTE THE AGREEMENT WHEREAS, this Corporation was created by acts of the Chula Vista City Council (the "City") and the Chula Vista Redevelopment Agency (the "Agency"); and WHEREAS, the City and the Agency have approved and executed the Chula Vista Redevelopment Corporation Operating Agreement (the "Agreement"); WHEREAS, the Agreement is intended to formalize the function and activities to be provided by the CHULA VISTA REDEVELOPMENT CORPORATION to the City and the Agency, and to document the Corporation's use of City and Agency resources to accomplish those functions; and WHEREAS, the CHULA VISTA REDEVELOPMENT CORPORATION has been presented with the Agreement, as approved by the City and the Agency; and WHEREAS, it is deemed to be in the best interests of the CHULA VISTA REDEVELOPMENT CORPORATION that it approve and enter into the Agreement. NOW, THEREFORE, BE IT RESOLVED that the Chula Vista Redevelopment Corporation Operating Agreement (attached to this Resolution as Exhibit "1," and incorporated by this reference), in the form presented at this meeting and previously approved and executed by the City and the Agency, is in all respects approved by the CHULA VISTA REDEVELOPMENT CORPORATION; and BE IT FURTHER RESOLVED that the Chairman of the Board of this Corporation be, and hereby is, authorized and directed to execute the Agreement and to place a copy of it in the minute book of this Corporation. CVRC Resolution No. 2006-014 Page 2 PASSED, APPROVED, and ADOPTED by the Chula Vista Redevelopment Corporation of the City ofChula Vista, this 23'd day of February 2006, by the following vote: AYES: Directors: Castaneda, Chavez, Desrochers, Lewis, McCann, Paul, Padilla, Rindone, Rooney NAYS: Directors: None ABSENT: Directors: None ( II ~ !0!!~~ CU/d zl Stephen t. Padilla, Chair "- ATTEST: STATE OF CALIFORNIA COUNTY OF SAN DIEGO CITY OF CHULA VISTA ) ) ) ~~~ Dana M. Smith, Secretary I, Dana M. Smith, Secretary of the Chula Vista Redevelopment Corporation of the City of Chula Vista, California, do hereby certify that the foregoing CVRC Resolution No. 2006-014 was duly passed, approved, and adopted by the Chula Vista Redevelopment Corporation at a regular meeting of the Chula Vista Redevelopment Corporation held on the 23'd day of February 2006. Executed this 23'd day of February 2006. Q-Ul.-LJ Dana M. Smith, Sec etary EXHIBIT 1 CHULA VISTA REDEVELOPMENT CORPORATION OPERATING AGREEMENT This Operating Agreement ("Agreement"), dated May 24, 2005, is entered into by and between the CITY OF CHULA VISTA, a charter municipal corporation of the State of California ("City"), the REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA, a redevelopment agency formed and operating under Health and Safety Code ~ 33000, et seq. ("Agency"), and the CHULA VISTA REDEVELOPMENT CORPORATION, a California nonprofit public benefit corporation ("Corporation"). RECITALS (A) On May 24, 2005, the City Council of the City authorized the creation ofthe Corporation, and adopted City Ordinance No. 3008, establishing the Corporation to support the planning and redevelopment activities of the City and the Agency within designated areas of Chula Vista; (B) The City, Agency and Corporation jointly agree that the Corporation's planning and support functions on behalf of the City and Agency presently can most efficiently and effectively be provided through existing employees of the City and Agency, rather than by the Corporation hiring its own employee force; and (C) The City, Agency and Corporation jointly desire to enter into this Agreement to formalize the functions and activities to be provided by the Corporation to the City and the Agency, and to document the Corporation's use of City and Agency resources to accomplish those functions. NOW, THEREFORE, in reliance upon the facts recited above, and the covenants, conditions and premises contained herein, the parties hereto agree as follows: I. Corporation Functions on Behalf of Citv and Agency. The Corporation shall perform planning and redevelopment support functions on behalf of and for the City and the Agency within those areas of ChuIa Vista designated by resolution of the Chula Vista City Council, and in accordance with the bylaws approved by the City (as such bylaws made from time to time be amended by the Corporation) and Chapter 2.55 of Title II of the Chula Vista Municipal Code. In performing such planning and redevelopment support functions, the Corporation shall comply with all applicable provisions of the Chula Vista Municipal Code. 2. Citv Support to Corporation. In consideration for the Corporation's services as set forth in Paragraph I, and at the request of the Corporation, the City shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. Those City staff assigned by the City Manager to support the Corporation shall report and be accountable to the Chief Executive Officer of the Corporation. 13]/023920-0001 583450,0] a06/01l05 3. Agencv Support to Corporation. In consideration for the Corporation's services as set forth in Paragraph 1, and at the request of the Corporation, the Agency shall endeavor to provide sufficient support (by way of staff employees, services and supplies, and funding) to allow the Corporation to carry out its functions and activities. Those Agency staff assigned by the City Manager to support the Corporation shall report and be accountable to the Chief Executive Officer of the Corporation. 4. Defense and Indemnification of Corporation. By this Agreement, the City and Agency each agree to defend, indemnify and hold harmless the Corporation, together with its directors, officers, employees, agents and representatives ("Corporation-Related Parties"), from any and all actions, suits, claims, demands, judgments, attorneys' fees, costs, damages to persons or property, losses, obligations, expenses or liabilities that may be asserted or claimed by any person or entity arising out of the acts or omissions of the Corporation or any Corporation- Related Party that are within the scope of the Corporation's activities as described in this Agreement and Chapter 2.55 of the Chula Vista Municipal Code. 5. Resolution of Disputes with City. In the event of any conflict or dispute between the City and the Corporation or the Agency with respect to the interpretation of this Agreement, or the functions or activities of the Corporation or the Agency as they relate to the City, such dispute shall be submitted to the Chula Vista City Council for its binding and final determination. 6. Resolution of Disputes with Agencv. In the event of any conflict or dispute between the Agency and the Corporation with respect to the interpretation of this Agreement, or the functions or activities of the Corporation as they relate to the Agency, such dispute shall be submitted to the governing board of the Agency for its binding and final determination. 7. Discrimination Prohibited. In connection with its functions and activities on behalf of the City and the Agency, the Corporation shall not discriminate against any person on account of race, color, creed, religion, sex, marital status, national origin or ancestry. Further, the Corporation agrees to comply with the terms of the Americans With Disabilities Act of 1990, 42 USC S 12101, et seq., as the same may be amended from time to time. 8. Waiver of Breach. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing. 9. Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against any party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties hereto by an instrument in writing. ]31/023920-0001 583450.01 a06/01/05 -2- 10. Entire Agreement. This Agreement represents the final and complete Agreement of the City, Agency and Corporation with respect to all matters covered by this Agreement, and supersedes any prior oral or written understandings regarding the same. 1 I. Assignment. This Agreement may not be assigned without the prior written approval of all of the parties hereto, which approval may be withheld in the sole and absolute discretion of any party. Subject to the foregoing sentence, this Agreement, and the rights and obligations herein, shall inure to the benefit of, and be binding upon, each of the parties and their respective approved successors and assigns. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. C1T~A VlSTA By / (J:;}rlfl- " Mayor Attest: ~/LJ~~6D ~ City Clerk ApI"""'" A' T p Fmill' ~ ~v:~\ ~Q,cJ By Chairman Attest: ::::- _ -'-U..-J. , , r--s?;~ Agency Clerk By By 131/023920-0001 583450.01 a06/01/05 -3-