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HomeMy WebLinkAboutSA Res SA17-03 2017-06-12RESOLUTION NUMBER SA 17 -3 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S MEMBERSHIP WITHDRAWAL FROM THE SEAL BEACH PUBLIC FINANCING AUTHORITY AND THE EXECUTION AND DELIVERY OF AN AMENDMENT TO THE RELATED 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 "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: (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 at seq., (the "Guidelines "), because it constitutes organizational or administrative activities of local government that will not result in direct or indirect physical changes in the environment. (Guidelines Section 15378(b)(5)). Because this Resolution is not a "project" for CEAQ purposes, it is not subject to CEQA requirements. 57296 -ODOR 95055M Resolution No. SA 17 -3 NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY, HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. This Board hereby approves the Successor Agency's membership withdrawal from the PFA. Section 2. The Amendment, in the form attached hereto as Exhibit A, is hereby approved. Section 3. This Board hereby requests the Oversight Board to approve the Successor Agency's execution and delivery of the Amendment. The Successor Agency Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Each of the Chair, the Vice Chair and the Executive Director (each an "Authorized Officer"), acting individually, is hereby directed and authorized to execute and deliver, for and in the name of the Successor Agency, the Amendment, in substantially the form attached hereto as Exhibit A, with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof); provided that such execution and delivery shall occur after the effectiveness (pursuant to Health and Safety Code Section 34179(h)) of the Oversight Board's resolution approving the execution and delivery of the Amendment. Section 5. The Authorized Officers and all other officers of the Successor Agency 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 Amendment. Section 6. This Resolution shall take effect upon its adoption. PASSED, APPROVED and ADOPTED by the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency at a meeting held on June 12, 2017. AYES: Board Members: Massa - Lavitt, Varipapa, Deaton, Moore, Sustarsic NOES: Board Members: None ABSENT: Board Members: None ATTEST: �I S729 "1 \19505584.d —°San°"'""itt Chair 1 L 1 Resolution No. SA 17 -3 EXHIBIT A First Amendment to Joint Exercise of Powers Agreement (Seal Beach Public Financing Authority) 57296- OWM9505584,dm (substantial final form) (see attached) Resolution No. SA 17 -3 STATE OF CALIFORNIA } COUNTY OF ORANGE } ss CITY OF SEAL BEACH } I, Robin L. Roberts, Secretary of the Successor Agency to the Seal Beach Redevelopment Agency, hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Directors, held on the 12th day of June, 2017. ' offl, kME�. 1 V296-0WI \19505 WA. 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 June 12, 2017 (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 el 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 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, ABX1 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: s7296- 0001V95063M.d« RWG DRAFT: 5/23/2017 11 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 terns 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 term 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 June 12, 2017, 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- 57296-0 1\195W32v2. m "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. 6741 of the City Council of the City on June 12, 2017. Section 4. Section 2.01 of the Original Agreement is hereby amended to read, in its entirety, as follows: "Pornoses. 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 Tem (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 Chair or the Executive Director; provided, that other officers of the Authority may also sign a contract, in the time 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 time." MW0001 \1950532Q.a -3- 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 Diliaence 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- -7295- 0001 \195053M2 1 1 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. 572%-WIV95063N2.d. -5- 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 first set forth above. CITY O�F SEAL y BEACH By: Mayor SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY By: Chair Attest Secretary CITY OF SEAL BEACH PARKING AUTHORITY By: Chair Attest: -- gxz�9 Secretary -6- S7296- 0001\ 1950632v2.dm 7 L L."