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HomeMy WebLinkAboutItem ASEA( BF�S AGENDA STAFF REPORT DATE: June 12, 2017 TO: Honorable Mayor and City Council Members THRU: Jill R. Ingram, City Manager FROM: Victoria L. Beatley, Treasurer /Finance Director SUBJECT: SEAL BEACH PUBLIC FINANCING AUTHORITY AMENDMENT SUMMARY OF REQUEST: That the City Council adopt the following Resolution No. 6741, declaring a need for a parking authority (the "Parking Authority ") to function in the City and declaring the City Council to be the Board of Directors of the Parking Authority, and Resolution No. 6742, approving the execution and delivery of an amendment (the "Amendment ") to the Joint Exercise of Powers Agreement (the "Original Agreement ") of the Seal Beach Public Financing Authority (the "PFA ") STRATEGIC PLAN This item satisfies the following Seal Beach Strategic Plan Objective -Three Year Goal: Improve and maintain the infrastructure and facilities - Complete formation of the JPA to allow for public financing of infrastructure improvements. BACKGROUND AND ANALYSIS: In 2000, the City and the former Redevelopment Agency of the City of Seal Beach (the "Former RDA ") entered into a Joint Exercise of Powers Agreement, dated as of May 8, 2000 (the "Original Agreement") and formed the PFA pursuant to the Joint Exercise of Powers Act, set forth in Government Code Sections 6500 at seq. Since its formation, the PFA has assisted in the financing and refinancing of projects benefiting the community. Among other things, in 2009, the PFA issued lease revenue bonds (the "PFA 2009 Bonds ") to provide financing for the construction of a fire station on North Gate Road (formally known as Beverly Manor Road). A portion of the PFA 2009 Bonds remains outstanding, with a final maturity date of January 15, 2024. The PFA also 57296- 0001 \1950705x3 -d- Agenda Item A assisted the City's financing and refinancing of sewer system improvements in 2000 and 2011. A portion of the obligations relating to the 2011 refinancing remains outstanding, with a final scheduled payment date of June 1, 2029. As the City proceeds with the currently proposed water infrastructure improvement and Pier rehabilitation projects (the "Water Infrastructure Capital Improvement Projects "), the PFA may be used to issue additional bonds to provide funding. The Former RDA was dissolved as of February 1, 2012 pursuant to Parts 1.8 and 1.85 of Division 24 of the Health and Safety Code (the "RDA Dissolution Act "). The Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency ") was established as the successor entity to the Former RDA. Per Health and Safety Code Section 34178(b)(3), the Original Agreement, as a joint exercise of powers agreement, remains to be an effective agreement. However, the Successor Agency is tasked with the wind -down of the Former RDA's affairs. Moreover, Health and Safety Code Section 34178(b)(3) provides that the Successor Agency's rights, duties, and performance under the Original Agreement are limited by the constraints imposed by the RDA Dissolution Act on successor agencies. In light of the foregoing, it is desirable to provide for the Successor Agency's withdrawal as a member of the PFA. However, because there are only two existing members to the PFA (i.e., the City and the Successor Agency), the Successor Agency's withdrawal, without the substitution of a new member, would jeopardize the continuing existence of the PFA and cause a disruption to the outstanding PFA bond obligations. Staff recommends that the City Council take actions to form the Parking Authority pursuant to Part 2 of Division 18 of the Streets and Highways Code (the "Parking Law of 1949 ") and provide for the Parking Authority's becoming a member to the PFA, to preserve the PFA's continuing existence. Once formed, the Parking Authority may (but is not obligated to) exercise its powers relating to establishment and maintenance of parking facilities within the city (including but not limited to, the acquisition of properties and the borrowing of moneys), all to the extent permitted under the Parking Law of 1949. Resolution No. 6741 (forming the Parking Authority) provides that the members of the City Council will serve as the members of the Board of Directors of the Parking Authority (the "Parking Authority Board "). After the City Council's adoption of Resolution No. 6741, the Parking Authority Board will conduct a special meeting at a later date to adopt bylaws, approve the Parking Authority's membership to the PFA, and authorize the Parking Authority's execution and delivery to the Amendment to the Original Agreement. Because the Successor Agency will be a signatory to the Amendment, the Successor Agency Board of Directors and the Oversight Board will each adopt a resolution, approving the Successor Agency's execution and delivery of the Page 2 Amendment. As required by the RDA Dissolution Act, the Oversight Board resolution will be submitted to the State Department of Finance ( "DOF ") and become effective only upon the DOF's approval or deemed approval. The Amendment also provides for certain modifications to the provisions of the Original Agreement, reflecting updates based on changes to the law since the original execution date of the Original Agreement. ENVIRONMENTAL IMPACT: City staff has reviewed the Resolutions with respect to applicability of the California Environmental Quality Act ( "CEQA "), and the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 at seq., hereafter the "Guidelines "). The Resolutions, individually or together, do not constitute a "project" for purposes of CEQA, as that term is defined by Guidelines Section 15378. Specifically, each Resolution constitutes organizational or administrative activities of City government that will not result in direct or indirect physical changes in the environment. (Guidelines Section 15378(b)(5)). Creation of the Parking Authority, and the execution of the Amendment to add the newly formed Parking Authority as a new member to the PFA, will merely help preserve the existence of the PFA without disruption to the outstanding PFA bonds. Therefore, because neither Resolution is a "project ", the Resolutions are not subject to CEQA's requirements. However, the City previously carried out a comprehensive Initial Study /Mitigated Negative Declaration (the "IS /MND ") to assess the potential environmental effects of the Water Infrastructure Capital Improvement Projects pursuant to CEQA, and the potential effects of all of these projects were evaluated holistically to assess for any potential cumulative effects. The City Council adopted Resolution No. 6736 on May 22, 2017, adopting the Final IS /MND and Mitigation Monitoring and Reporting Program for the Water Infrastructure Capital Improvement Projects. Per the City Council's instructions, staff filed related documentation with the County on Friday May 26, 2017. In accordance with CEQA, the City Council should independently review and consider the approved IS /MND and Mitigation Monitoring and Reporting Program prior to approving the Resolutions. To the extent that a future action undertaken by the Parking Authority or PFA in connection with bond financing of the Water Infrastructure Capital Improvement would constitute a "project" within the meaning of CEQA, then the appropriate environmental review will be conducted at that time, including but not limited to review and consideration of the approved Final IS /MND and Mitigation Monitoring and Reporting Program for the Water Infrastructure Capital Improvement Projects. Page 3 LEGAL ANALYSIS: City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: There is no immediate financial impact based on the formation of the Parking Authority and the Amendment to the Original Agreement. In the long term, the Amendment — providing for the Successor Agency's withdrawal of its membership from the PFA and the addition of the Parking Authority as a substitute member — will help preserve the PFA's existence without causing a disruption to outstanding PFA bonds and allow the PFA to assist in future City project financings and refinancing, including financings for currently proposed Water Infrastructure Capital Improvement Projects. RECOMMENDATION: That the City Council adopt Resolution No. 6741, to activate the City of Seal Beach Parking Authority, and Resolution No. 6742 to approve the execution and delivery of the amendment to the Joint Exercise of Powers Agreement for the PFA, to provide for the Successor Agency's withdrawal of membership and the inclusion of the Parking Authority as a new member. SUBMITTED BY: NOTED AND APPROVED: 'Mi - gv.. Victorta L. Beat e , Ji .Ingram, City Mk er Treasurer /Finance Director Attachment: A. Joint Exercise of Powers Agreement, dated as of May 6, 2000 B. Resolution No. 6741 C. Resolution No. 6742 (including Exhibit A — or000sed form of amendment to Joint Exercise of Powers Aareementl Page 4 "Attachment A" JOINT EXERCISE OF POWERS AGREEMENT . SEAL BEACH PUBLIC FINANCING AUTHORITY THIS JOINT POWERS AGREEMENT (the "Agreement "), dated May 8, 2800, is by and between the CITY OF SEAL BEACH (the "City') and the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH (the "Agency" and, with the City, the "Members "), each duly organlzed and existing under the laws of the State of California; WITNESSETH: WHEREAS, the Members, from time to time, undertake the financing of public capital Improvements and related capital requirements fw themselves and for other public entities within the State of California, and the Members wish to form a joint powers authority under Articles 1 through 4 (commencing with section 8500) of Chapter 5. Division 7, Tide I of the California Government Code. for the purpose of establishing a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms: NOW, THEREFORE. In consideration of the above premises and of the mutual promises herein contained the Members do hereby agree as follows: • - _ .1 - • ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires. the words and terms dented in this Article shall, for the purpose hereof, have the meanings herein specified. 'Act* means Articles 1 through 4 (commencing with section 6500) of Chapter 5, Division 7, Title I of the California Government Code. "Agency" means the Redevelopment Agency of the City of Seal Beach, a public body corporate and politic, duly organized and existing under the laws of the State. Agreement" means this Joint Exercise of Powers Agreement "Authority" means the Seal Beach Public Financing Authority established pursuant to Section 2.02 of this Agreement "Board" means the Board of Directors of the Authority referred to In Section 2.03, which shall be. the governing body of the Authority. Bonds" means bonds of the Authority issued pursuant to the Act. "Directors" mans the persons appointed to the Board pursuant to Section 2.03. June 30. Fiscal Year means the period from and including July I to and including the following . "Members" means the City and the Agency. �J Secretar means the Secretary of the Authority appointed pursuant to Section 3.01. State" means the State of California City' means the City of Seal Beach, a municipal corporation and general law city duly organized and existing under the laws of the State. "Treasurer" means the Treasurer of the Authority appointed pursuant to Section 3.02. .2. ARTICLE II GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members, for the purpose of establishing a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms and to undertake the financing of public capital improvements and related capital requirements and the acquisition of real and personal property for themselves and fm other public entities within the State. Section 2.02. Creation of Authority. Pursuant to the Am there is hereby created a public entity to be known as the "Seal Beach Public Financing Authority," The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement Section 2A3. Board of Directors. The Authority shall be administered by the Board consisting of five (5) Directors, unless and until such number is changed by amendment of this Agreement. The sitting members of the City Council shall constitute the members of the Board. (a) Regular Meetings The Board shall provide for its regular meetings: provided. however. that at least one regular meeting shall be held each year. The date, hour and place of the holding of regular meetings shall be fixed by resolution of the Board and a copy of such resolution shall be Bled with each of the Members. (b) Special Meetings Special meetings of the Board may be called in accordance with the . provisions of section 54956 of the California Government Code. (c) Call, Notice and Conduct of Meetings. All meetings of the Board. Including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the applicable provisions of the Ralph M. Brown Act of the California Government Code. Section 2.05. Minutes The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and to the Members. Section 2.06. Voting . Each Director shall have one vote. Section 2.07. Quorum: Required Votes: Approvals. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors shall be required to take any action by the Board. Section 2.06. 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 hereof. .3. ARTICLE III . OFFICERS AND EMPLOYEES Section 3.01. Chair Vice- hair • rtiv Dir nor and 5 c gt� The sitting Mayor of the Clty shall act as the Chair of the Board: The sihing Vice Mayer of the City shalt -act as the Vice Chair of the Board. The City Manager shall art as the Executive Director of the Authority. The City Clerk shall act as the Secretary of the Board. The Chair, the Vice Chair, and the Executive Director may sign all contracts on behalf of the Authority, and shall perform such other duties as may be Imposed by the Board. The Secretary shall countersign all contracts signed by the Chair or Vice-Chair on behalf of the Authority perform such other dudes as may be Imposed by the Board and cause an executed copy of this Agreement to be filed with the Secretary of State pursuant to the Act. Section 3.02. Treasure . Pursuant to section 6505.6 of the California Government Code, the person performing the function of chief financial officer of the City Is hereby designated as the Treasurer of the Authority. The Treasurer shall be the depository, shall have custody of all of the accounts. funds and money of the Authority from whatever source, shall have the duties and obligations set forth in sections 6505 and 6505.5 of the California Government Code and shall assure that there shag be strict accountability of all funds and reporting of all mcelpts and disbursements of the Authority. As provided in section 6505 and section 65056 of the California Govermnem Code, the Treasurer shall make arrangements will a cestifted public accountant or firm of certified public accountants for the annual audit of accounts and records of the Authority. Section 3.03. Officers in Gh of Re rd Funds and A rats, Pursuant to section 6505.1 of the California Gave [he Treasurer shall have charge of, handle and have . access to all accounts, funds and money of the Authority and all records of the Authority relating thereto; and the Secretary shall have charge of, handle and have access to all other records of the Authority. -- - Section 3.04. Bonding Persons Having Access to Public Capital limmovements. From time to time, the Board may designate persons, in addition to the Secretary and the Treasurer, having charge of, handling or having access to any records. funds or accounts or any Facility of the Authority, and the respective amounts of the official bonds of the Secretary and the Treasurer and such other persons pursuant to section 6505.1 of the California Government Code. Section 3.05. Legal Advisor. The City attorney shall act as the legal advisor of the Authority. unless and until the Authority appoints other legal counsel. Section 3.D6. Other Employees. The Board shall have the power by resolution to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of this Agreement. All of the privileges and immunities from liability exemption from laws, ordinances and rules, all pension, relief, disability, workeri compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to the officers, agents or employees of the Authority to the same degree and extent while engaged in the performance of any of the functions and other duties of such offftxrs, agents or employees under this Agreement. 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 Members or. by -4- reason of their employment by the Board, to be subject to any of the requirements of the Members Section 3.07. Assistant Otticers. The Board may by resolution appoint such assistants to act in the place of the Secretary or other officers of the Authority (other than any Director), and may by resolution provide for the appointment of additional officers of the Authority who may or may not be Directors, as the Board shall from time to time deem appropriate. • .5. ARTICLE IV POWERS Section 4.01. General Powers . The Authority shall exercise in the manner herein provided the powers which are common to each of the Members and necessary to the accomplishment of the purposes or this Agreement, subject to the restrictions set forth In Section 4.04. As provided in the Act, the Authority shall be a public entity separate from the Memtiers. Section 4.02. Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in the Act. including the power to issue Bonds thereunder. Section 4.03. Specific Powers. The Authority Is hereby authorized, in Its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following (a) to make and enter into contracts; (b) to employ agents or employees; (c) to sue and be awed In Its own name: (d) to issue Bonds and otherwise to incur debts, liabilities or obligations, provided that no such Bond, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members; . (e) 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; (q to invest any money in the treasury pursuant to section 6505.5 of the California Government Code 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; (g) m carry out and enforce all the provisions of this Agreement: (h) to make loans to the Members, to the extent the Members are authorized by law to borrow moneys; (I) to secdre its obligations with deeds of trust on Its property; and 0) to exercise any and all other powers as may be provided in the Act or in the Bond Law. Section 4.04. R td dons on Exercise of Powers. The powers of the Authority shall be exercised In the manner provided in the Act and In the Bond law, and. except for those powers set forth in the Bond Law, shall be subject (in accordance with section 6509 of the California Government Code) to the restrictions upon the manner of exercising such powers that are imposed upon City in the exercise of similar powers. Section 4.05. Obligations of Authority. The debts, liabilities and obligations of the . Authority shall not be the debts, liabilities and obligations of the Members. -6- ID • ARTICLE V METHODS OF PROCEDURE: CREDIT TO MEMBERS Section 5.01. Ass umntion of R port ibi Ries. As soon as practicable after the date of execution of this Agreement, the Directors shall give notice (in the manner required by Section 2.04) of the organizational meeting of the Board. At said meeting the Board shall provide for its regular meetings as required by Section 2.04 and elect a Chair and Vice Chair. and appoint the Secretary. Section 5.02. Delecation of Powers. The Members hereby delegate to the Authority the power and duty to acqulre, by lease, lease- purchase. installment sale agreements, or otherwise, such facilities as may be necessary or convenient for the operation of the Authority. Section 5.03. Credit to the Members. All accounts or funds created and established pursuant to any instrument or agreement to which the Authority is a party, and any interest earned or accrued thereon, shall inure to the benefit of the Members in the respective proportions for which such funds or accounts were created. -7- ARTICLE VI ' CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS Section 6.01. Contributions. The Members may in the appropriate circumstance when required hereunder: (a). make contributions From their treasuries 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 repald as provided herein, or (d) use its personnel, equipment or property In lieu of contributions or advances. The provisions of section 6513 of the California Government Code are hereby Incorporated into this Agreement by reference. • Section 6.02. Accounts and Reon.ra, To the extent not covered by the dudes assigned to a trustee or Reel agent chosen by the Authority, the Treasurer shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of-any trust agreement entered into with respect to the proceeds of any Bonds Issued by the Authority. The books and records of the Authority in the hands of a trustee or the Treasurer shall be open to inspection at all reasonable times by representatives of the Members. The Treasurer, within 180 days after the close of each Fiscal Year, shall give a complete written report of all financial acEh itles for such Fiscal Year to the Members to the extent such activities are not covered by the report of such trustee. The trustee appointed under any Indenture or cost agreement shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to tarry out the provisions of said trust agreement. Said trustee may be given such duties in said indenture or trust agreement as may be desirable to carry out this Agreement Section 6.03. Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, and shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes or this Agreement. Q: • ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01. IYPllim. Notices hereunder shall be in writing and shall be sufficient if delivered to: City of Seal Beach 211 Eighth Street Seal Beach, CA 90710 Attention: City Manager Redevelopment Agency of the City of Seal Beach 211 Eighth Steel Seal Beach, CA 90710 Attention: Executive Director Section 8.02. Section Headings All section headings in this Agreement are for convenience of referaxe only and are not to be construed a6 modifying or governing the language in the section referred to or to define or Emit the scope of any provision of this Agteemet. Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same "U lot be unreasonably withheld. Section 8.04. law Govemfng. This Agreement is made in the State under the constitution and laws of the State, and fs to be so construed. Section 8.05. gnupdintepffi: This Agreement may be stranded at any time, or from time to time, except as limited by contract with the owners of bonds issued by the Authority or by applicable regulations or laws of any Jurisdiction having authority, by one or more supplemental agreements executed by both of the parties to this Agreement either as required in order to carry out any of the provisions or this Agreement or for any other purpose, including without limitation addition of rrew parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement - Section 8.06. Enfamm?nt 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. Section 8.07. Severebitity. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 8.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Members, respectively. No Member may assign any right or obligation hereunder without the written consent of all of the other Members. Section 8.09. Faecjjficin in Comte . This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. -la 0 11 • IN V✓ITNESS 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, on the day and year set opposite the name of each of the parties CITY OF SEAL BEACH By 4 r Pro Tem ATFE City Clerk A T: Zfecretary -11- REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH By Executive Director Amn em f RESOLUTION NUMBER 6741 A RESOLUTION OF THE CITY COUNCIL TO THE CITY OF SEAL BEACH DECLARING A NEED FOR A PARKING AUTHORITY TO FUNCTION IN THE CITY AND DECLARING THE CITY COUNCIL TO BE THE BOARD OF DIRECTORS OF THE PARKING AUTHORITY RECITALS: A. Part 2 of Division 18 of the California Streets and Highways Code ( "S &H Code "), commencing with Section 32650 (the "Parking Law of 1949 ") provides that in each city exists a public body, corporate and politic known as the parking authority. B. The parking authority may transact business and exercise any powers granted to a parking authority pursuant to the Parking Law of 1949 upon a declaration by resolution of the City Council that there is a need for a parking authority to function in the City of Seal Beach (the "City"). C. This Resolution is not a "project" within the meaning of the California Environmental Quality Act ( "CEOA "), and the State CEQA Guidelines set forth in California Code of Regulations, Title 14, Sections 15000 et seq., (the "Guidelines "), because it constitutes organizational or administrative activities of City government that will not result in direct or indirect physical changes in the environment. (Guidelines Section 15378(b)(5)). However, it is contemplated that the Parking Authority will become a member of the Seal Beach Public Financing Authority (the "PFA ") and the PFA may issue bonds in the future for certain currently proposed water infrastructure capital projects, the City Council has independently required and considered an Initial Study /Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program (adopted under Resolution No. 6736) before approving this Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The City Council hereby declares that there is a need for a parking authority to function in the City. Section 2. Pursuant to S &H Code Section 32650, the name of the parking authority shall be the "City of Seal Beach Parking Authority' (the "Parking Authority") which is and shall be a public body, corporate and politic. Section 3. The City Council hereby declares itself to be the Board of Directors of the Parking Authority pursuant to S &H Code Section 32661.1, with all the rights, powers, duties, privileges and immunities vested by the Parking Law of 1949. Section 4. The City Council hereby approves and ratifies the designation of the Mayor as the Chair of the Board of Directors of the Parking Authority, and the designation of the City Clerk as the Secretary of the Parking Authority. Section 5. This Resolution shall take effect upon its adoption. PASSED, APPROVED and ADOPTED by the City Council at a meeting held on the 12th day of June, 2017. AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Sandra Massa- Lavitt, Mayor ATTEST: Robin L. Roberts, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } as CITY OF SEAL BEACH } I, Robin Roberts, City Clerk of the City of Seal Beach hereby certify that the foregoing resolution was duly adopted at a meeting of the City Council, held on the 12th day of June, 2017. Robin L. Roberts, City Clerk Attachment fiC" RESOLUTION NUMBER 6742 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH APPROVING THE EXECUTION AND DELIVERY OF AN AMENDMENT TO SEAL BEACH PUBLIC FINANCING AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT RECITALS: A. The City of Seal Beach (the "City") and the Redevelopment Agency of the City of Seal Beach (the "Former Agency") entered into a Joint Exercise of Powers Agreement, dated as of May 8, 2000 (the "Original Agreement'), establishing the Seal Beach Public Financing Authority (the "PFA ") as a joint powers agency pursuant to the Joint Exercise of Powers Act (Government Code Sections 6500 et seq.) (the "Act'). B. The Original Agreement was made pursuant to the Act, to provide for the joint exercise of powers common to the members of the PFA, and the establishment of a vehicle to reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms, and undertake the financing of public capital improvements and related capital improvements and the acquisition of real and personal property for the members of the PFA and other public agencies within the State. C. Pursuant to Part 1.85 of Division 24 of the Health and Safety Code (enacted by Chapter 5 of the Statutes of 2011, ABX1 26), all redevelopment agencies in the State of California, including the Former Agency, dissolved as of February 1, 2012, the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency") was established as the successor entity to the Former Agency, and the Oversight Board to the Successor Agency (the "Oversight Board ") was constituted. D. The Successor Agency is tasked with the wind -down of the Former Agency's affairs. E. There has been prepared a First Amendment to Joint Exercise of Powers Agreement (the "Amendment'), by and among the City, the Successor Agency and the City of Seal Beach Parking Authority (the "Parking Authority"), pursuant to which: (1) the Successor Agency will withdraw as a member of the PFA and the Parking Authority will become a new member of the PFA, and (ii) certain provisions of the Original Agreement will be updated. F. The Successor Agency's withdrawal as a member of the PFA is in furtherance of the wind -down of the Former Agency's affairs. G. The PFA has previously issued bonds, some of which remain outstanding as of the date hereof. H. The inclusion of the Parking Authority as a member to the PFA will preserve the existence of the PFA (thereby avoiding any disruption with respect to the sinsaaa i 1%7a 1 outstanding PFA bonds), while allowing the Successor Agency to withdraw its membership. I. This Resolution is not a "project' within the meaning of the California Environmental Quality Act ( "CEQA "), and the State CEQA Guidelines set forth in California Code of Regulations, Title 14, Sections 15000 at seq., (the "Guidelines "% because it constitutes organizational or administrative activities of City government that will not result in direct or indirect physical changes in the environment. (Guidelines Section 15378(b)(5)). However, because the PFA may issue bonds in the future for certain currently proposed water infrastructure capital projects, the City Council has independently required and considered an Initial Study /Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program (adopted under Resolution No. 6736) before approving this Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH, HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The Amendment, in the form attached hereto as Exhibit A, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby directed and authorized to execute and deliver, for and in the name of the City, the Amendment, in substantially such form, with the changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 2. The Mayor, the Mayor Pro Tem, the City Manager, and all other officers of the City are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Original Agreement, as amended by the Amendment. Section 3. This Resolution shall take effect upon its adoption. sin IWI i IW7m 2 PASSED, APPROVED and ADOPTED by the City Council at a meeting held on June 12, 2017. AYES: Council Members: NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members Sandra Massa - Lavitt, Mayor ATTEST: Robin L. Roberts, City Clerk V2WI m11%7a .z EXHIBIT A First Amendment to Joint Exercise of Powers Agreement (Seal Beach Public Financing Authority) (substantial final form) (see attached) srz9e IWI i 1%7m 1 FIRST AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT (SEAL BEACH PUBLIC FINANCING AUTHORITY) This First Amendment to Joint Exercise of Powers Agreement (this "Amendment "), dated as of , 20_ (the "Effective Date "), is made and entered into by and among the City of Seal Beach ( "City "), the Successor Agency to the Seal Beach Redevelopment Agency (the 'Successor Agency "), as the successor entity to the Redevelopment Agency of the City of Seal Beach, (the "Former Agency ") and the City of Seal Beach Parking Authority (the "Parking Authority "). RECITALS A. The City and the Former Agency entered into a Joint Exercise of Powers Agreement, dated as of May 8, 2000 (the "Original Agreement "), establishing the Seal Beach Public Financing Authority (the "Authority ") as a joint powers agency under the authority of the Joint Exercise of Powers Act (Government Code Sections 6500 et seq.) (the "Acf). B. The Original Agreement was made pursuant to the Act, to provide for the joint exercise of powers common to the members of the Authority, the establishment of a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms, undertake the financing of public capital improvements and related capital improvements and the acquisition of real and personal property for the members of the Authority and other public agencies within the State. C. Pursuant to Part 1.85 of Division 24 the Health and Safety Code (enacted by Chapter 5 of the Statutes of 2011, ABXI 26), all redevelopment agencies in the State of California, including the Former Agency, dissolved as of February 1, 2012, and the Successor Agency was established as the successor entity to the Former Agency, tasked with the wind - down of the Former Agency's affairs. D. This Amendment provides for: (i) the withdrawal by the Successor Agency from a membership of the Authority, in furtherance of the wind -down of the Former Agency's affairs, (ii) the inclusion of the Parking Authority as a new Authority member, and (iii) certain updates to the provisions of the Original Agreement, E. The Authority has previously issued bonds, some of which remain outstanding as of the Effective Date. F. The inclusion of the Parking Authority as a member to the Authority will preserve the existence of the Authority (thereby avoiding any disruption with respect to the outstanding Authority bonds), while allowing the Successor Agency to withdraw its membership. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL PROMISES CONTAINED IN THIS AMENDMENT, THE CITY, THE SUCCESSOR AGENCY AND THE PARKING AUTHORITY HEREBY AGREE AS FOLLOWS: ssrev "V,10063b . RWG DRAFT: 5/23/2017 Section 1. Upon the Effective Date of this Amendment, this Successor Agency shall no longer be a member to the Authority and, instead, the members to the Authority shall be the City and the Parking Authority. Section 2. The definitions of the following terms in Section 1.01 of the Original Agreement are hereby amended to read as follows: "Agency" means: (i) prior to February 1, 2012, the Redevelopment Agency of the City of Seal Beach, and (ii) as of February 1, 2012, the Successor Agency to the Seal Beach Redevelopment Agency. "Bonds" has the meaning given to such tern under Government Code Section 6585(c). "Members," "parties," or "parties to this Agreement" means (i) prior to the Effective Date of the First Amendment, the City and the Agency; and (ii) after the Effective Date of the First Amendment, the City and the Parking Authority. Section 3. Section 1.01 of the Original Agreement is hereby amended to add the following terms and definitions: "Bond Purchase Agreement" means a contractual agreement executed between the Authority and a Local Agency whereby the authority agrees to purchase Bonds of the Local Agency. It is hereby clarified that a private purchaser may be a party to such Bond Purchase Agreement, if the Authority is to further sell Local Agency Bonds to the private purchaser, or if the Authority will issue Bonds in connection therewith and the Authority Bonds will be sold to the private purchaser. "Bond Law" means: (i) the Marks -Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584), as now in effect and hereafter amended, (ii) Article 2 of the Act, as now in effect and hereafter amended, and (iii) any other law available for use by the Authority in the authorization and issuance of Bonds. "Executive Director" means, ex- officio, the City Manager of the City, pursuant to Section 3.01. "First Amendment" means the First Amendment to Joint Exercise of Powers Agreement, dated as of , 201_, by and among the City, the Agency and the Parking Authority. "Local Agency" means: (i) a Member to this Agreement, or an agency or subdivision of a Member, sponsoring a project of public capital improvements, or (ii) any city, county, city and county, authority, district, or public corporation of the State. -2- 57296W 1 \I95063W2 'Parking Authority" means the City of Seal Beach Parking Authority, activated pursuant to the Parking law of 1949 set forth in Part 2 of Division 18 of the California Streets and Highways Code (commencing with Section 32650) and Resolution No. 17 -_ of the City Council of the City on , 2017. Section 4. Section 2.01 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Purposes. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members, and for other purposes as permitted under the Act or the Bond law. In entering into this Agreement, the Members intend to establish a vehicle which may reduce local borrowing costs and promote the greater use of existing and new financial instruments and mechanisms, undertake the financing of public capital improvements and related capital improvements and the acquisition of real and personal property for the Members of the Authority and other public agencies within the State." Section 5. Section 2.04(a) of the Original Agreement is hereby amended to read, in its entirety, as follows: "Regular meetings of the Board shall be held on the same day and at the same time and place as the regular meetings of the City Council of the City of Seal Beach, so long as an agenda for such meeting is posted at least 72 hours in advance of such meeting (or such other length of period as required by the Ralph M. Brown Act). If the Board of Directors has no business to conduct on a date when a Regular Meeting would otherwise be held, no agenda for the Board of Directors meeting shall be posted and such Regular Meeting shall be automatically cancelled." Section 6. Section 3.01 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Chair, Vice Chair- Executive Director and Secretary. The sitting Mayor of the City shall act as the Chair of the Board. The sitting Mayor Pro Tern (or Vice Mayor) shall act as the Vice Chair of the Board. The City Manager shall act as the Executive Director of the Authority. The City Clerk shall act as the Secretary of the Board. All contracts made by the Authority shall be signed by the Chair, the Vice Char or the Executive Director; provided, that other officers of the Authority may also sign a contract, in the name and on behalf of the Authority, if authorized pursuant to other provisions of this Agreement, the bylaws of the Authority or by a resolution adopted by the Board of Directors. The Secretary may countersign or attest to the signature of another Authority officer with respect to any contract or other instrument. The Secretary shall keep the records of the proceedings of the Board of Directors in the form of minutes to be kept for such purpose. In addition to such duties as provided pursuant to this Agreement, each of the Chair, Vice Chair, the Executive Director and the Secretary shall perform such other duties as imposed by the Board from time to tine." -3- Si2%- Opal \195063W2 Section 7. Section 4.02 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Power to Issue Bonds. The Authority shall have the power to issue Bonds pursuant to all applicable Bond Law." Section 8. Section 4.04 of the Original Agreement is hereby amended to read, in its entirety as follows: "Restrictions. The powers of the Authority shall be exercised in the manner provided in the Act and the Bond Law and, except for those powers set forth in the Bond Law or otherwise permitted by law, shall be subject (in accordance with Section 6509 of the Act) to the restrictions upon the manner of exercising such powers that are imposed upon the City in the exercise of similar powers." Section 9. Article V of the Original Agreement is hereby deleted in its entirety and is replaced with the following: "ARTICLE V LIMITATION OF LIABILITY OF DIRECTORS, OFFICERS AND EMPLOYEES Section 5.01. Reasonable Diligence Performance: Limitation on Liability. The members of the Board of Directors, officers and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be liable for any mistake of judgment or any other action made, taken or omitted by them in good faith, nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest. No Director, officer or employee shall be responsible for any action taken or omitted by any other Director, officer or employee. No Director, officer or employee shall be required to give a bond or other security to guarantee the faithful performance of his or her duties pursuant to this Agreement." Section 10. Section 7.01 of the Original Agreement is hereby amended to read, in its entirety as follows: "Term. The Authority shall come into existence on the date of execution of this Agreement. This Agreement shall become effective upon each Member on the date the Member executes the Agreement (or amendment hereof adding such Member). This Agreement and the Authority shall continue in full force and effect so long as any Bonds issued by the Authority remain outstanding." -4- 57296-0 IU950632v .A Section 11. Section 8.01 of the Original Agreement is hereby amended to read as follows: "Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to the address indicated below (or such other address as a Member shall notify the other Member(s): City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attention: City Manager City of Seal Beach Parking Authority 211 Eighth Street Seal Beach, CA 90740 Attention: Executive Director" Section 12. Except as otherwise specifically provided in this Amendment, all other terms and provisions of the Original Agreement shall continue in full force and effect. Section 13. Should any part, term or provision of this Amendment be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State of California or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 14. This Amendment may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. -5- 57296W)R[95U532J2 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and attested to by their authorized officers thereunto duly authorized on the date fist set forth above. CITY OF SEAL BEACH M Attest: City Clerk Mayor SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY M Attest: Secretary Chair CITY OF SEAL BEACH PARKING AUTHORITY Ln Chair Attest: Secretary -6- a7] "I \1950fi3M2 STATE OF CALIFORNIA } COUNTY OF ORANGE } ss CITY OF SEAL BEACH } I, Robin L. Roberts, City Clerk of the City of Seal Beach, hereby certify that the foregoing resolution was duly adopted at a meeting of the City Council, held on the 12th day of June, 2017. Robin L. Roberts, City Clerk PM- IMI1IW7a .2