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HomeMy WebLinkAboutCC Res 6742 2017-06-12RESOLUTION 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 at 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 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: (i) 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 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 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, 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: sr2se [ I iw7a 2 Section 1. The Amendment, in the form attached hereto as Exhibit A, is hereby approved. The Mayor (or in the Mayors 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. PASSED, APPROVED and ADOPTED by the City Council at a meeting held on June 12, 2017. AYES: Council Members: Massa - Lavitt, Varipapa, Deaton, Moore, Sustarsic NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None J�& &t- b<-- Sandra Massa - Lavitt, Mayor ATTEST: ) ..1 LL:�1 � 04 Roberts, Robin L. V29 IMI11 %7 0 1 1 1 L 1 1 S71 100111%7 m.z EXHIBIT A First Amendment to Joint Exercise of Powers Agreement (Sea] Beach Public Financing Authority) (substantial final form) (see attached) JOINT EXERCISE OF POWERS AGREEMENT . SEAL BEACH PUBLIC FINANCING AUTHORITY THIS JOINT POWERS AGREEMENT (the 'Agreement'), dated May 8, 2000, 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 organized and existing under the laws of the State of Califomla; WITNESSETH: rra WHEREAS, the Members, from time to time, undertake the financing of public capital improvements and related capital requirements for 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 1 of the Callfamis 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: Pi 1 J ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms deOned In this Article shall, for the purpose hereof, have the meanings herein specified. "Act' means Articles 1 through 4 (commenting with section. 6500) of Chapter 5, Division 7, Title 1 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. 11105 "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 Ymr' means the period from and Including July I to and Including the following . IMIN 'Members" means the City and the Agency. "Secretary' means the Secretary of the Authority appointed pursuant to Section 3.01. "State" means the State of California "City" means the City of Sal 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. 4- ARTICLE II GENERAL PROVISIONS Sectlon2.0I.Purnic, se. 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 we 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 for other public entities within the State. ` Section 2.02. Creation of Authority. Pursuant to the Act 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 hum the Members. and shall administer this Agreement. Section 2.03. Board of Directors. The Authority shall be administered by the Board consisting of live (5) Directors 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. `7 E�aa1�.CSSIRT'FR7ilT� (a) Regular Mestingc The Board shall provide for is 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 51956 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.Ouorum: Reauired Vtaes: Anorovals. Directors holding a majority of the votes shall consucute a quorum for the ttansactlon 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 2.08. 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. ARTICf.Elll . - OFFICERS AND EMPLOYEES Seedon 3.01. Chair, Vice - Chair. Executive Director and Secretsrv, The sitting Mayorof the City stall act as the Chair of the Bc aod. The sitting Vim. Mayor of the City shal"ct 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. 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 duties as may be Imposed by the Board and muse an executed copy of this Agreement to be filed with the Secretary of State pursuant to the Act. Section 3.02. Treasurer. 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 shall be stria accountability of all funds and reporting of all receipts and disbursements of the Authority. As provided in section 6505 and section 65056 of the California Governmem Code, the Treasurer shall make arrangements will a certified public accountant or firm of certified public accountants for the annual audit of amounts and records of the Authority. Section 3.03, Officers In Charge of Records. Funds and Accounts. Pursuant to section 6505.1 of the California Government Code, the 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. Banding Persons Havina Access to Public Central Improvements. From time to time, the Board may designate persons, in addition to the Secretary and the Treasurer, having charge a handling or having access to any records. funds or amounts or any Facility of the Authority, and the respective amounts of the otfidal 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. IINI Section 3.06. 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, workers' 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 officers, 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- no reason of their employment by the Board, to be subject to any of the requirements of the . Members. Section 3.07. Assistant Officers. 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 my 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. C, J No -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 of 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 Members. 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 sued 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; (f) 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) to 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: (1) to secure 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. Restrictions 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- ARTICLE V METHODS OF PROCEDURE; CREDIT TO MEMBERS Section 5.01. Assumption of Responsibilities. As soon as practicable after the date of execution of this Agreement, the Directors shall give notice On the manner required by Seaton 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. Delegation of Powers. The Members hereby delegate to the Authority the power and duty to acquire, by lease, lease- purchase. installment sale agreements, or otherwise. No 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 mated 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 V1 ' CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS Section 6.01. Contrihutfans. The Members may in the appropriate circumstance when required hereunder. (a). make contributions from their treasuries for the purposes set forth herein, (b) make pa menu 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 herein, or (d) use its personnel. equipment or property In lieu ofother 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 Rectorta. To the extent not covered by the duties assigned to a trustee or fiscal 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 he 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 activities 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 Indentutt or nest agreement shall establish suitable funds. furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust agreement. Said trustee may be given such duties in said indenture or trust agreement a9 may be desirable to carry out this Agreement Section 6.03. Eu=. 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 of this Agreement. on 1011 -8- I .a. ARTICLE VII MISCELLANEOUS PROWSIONS Section 8.01. Noel:;@. Notices hereunder shall be in writing and shall be sufficient if delivered to: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attention: City Manager 101, Redeveloponant Agency of the City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attention: Execufive Director Section 8.02. Section Headings. All section headings in this Agreement we for convemece of reference only and are not to be construed as modifying or goveming the language in the section referred to or to define or Emit the scope of any provision of this Agreement. Section 8.03. Consent Whenever in this Agreement any consent or approval is required, the same shall lot be unreasonably withheld. Section 8.04, Law Governing. This Agreement is aside in the State under the constitution and laws of the State, and is to be so construed. IDSection 8.05. Amend mmta:- This Agreement may be amended 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 Imitation addition of new parties (including any legal entities or taxing areas heretofore or hereafter crested) in pursuance of the purposes of tits Agreement- Section 8.0fx. F� r mart y. Au hori'ty. 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. Sceerabi . Should any part, tam 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 rrmmung 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 summon 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. F Ltion j C Ujl arts. This Agreerent 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. • -10- 0 L j 11 No IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized and their official seals to be hereto affixed, on the day and year set opposite the name of each of the parties. CITY OF SEAL BEACH By r Pro Tana ATTE ty Clerk A T: ectetary -11- REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH By Executive Director 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. rpopj pc9t� — Robin L. Roberts, City Clerk S?a )ml i 1%7w .z