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HomeMy WebLinkAboutAGMT - Orange County Sanitation District (JPA SB Building Authority) • • • • • ' AMENDMENT NO. 1 TO THE JOINT EXERCISE• . -OF POWERS .AGREEMENT BETWEEN' THE CITY•.OF SEAL BEACH AND ORANGE COUNTY SANITATION DISTRICT NO. 4 CREATING THE. SEAL BEACH ADMINISTRATION BUILDING AUTHORITY. • .WHEREAS, the City of Seal Beach (hereinafter called "City") and Orange•'.County-` Sanitatlon4District No. • 4 (herein- after called "District") , :have entered into that 'certain document • entitled JOINT .EXERCISE .OF POWERS AGREEMENT BETWEEN THE CITY • OF SEAL BEACH AND ORANGE COUNTY SANITATION DISTRICT NO 4 CREATING -THE SEAL BEACH ADMINISTRATION BUILDING AUTHORITY,- dated as: of April 1, 1968; and WHEREAS, City and District are desirous of amending . • said Joint Exercise of Powers Agreement; NOW, THEREFORE, City and District, for. and _ in con- sideration of the mutual promises' and agreements set• forth• herein,- DO AGREE AS FOLLOWS ` • ` Section 1: ' Section .6 of said Joint Exercise of Powers .Agreement is amended to read`as follows r • • "SECTION 6 -- 'Disposition of Assets.. • A the end t of the term-hereof or upon earlier termination of -this' Agreement, as set -forth in Section.-2 hereof, the real 'property of the Authority • • shall-vest in City, and- shall ' thereafter remain the : .sole property of City. . Any .other property, includ- • • ' ing Surplus; money, on hand 'at 'such time shall be . returned to' City .and District in proportion to the contributions made by each. . For purposes, of this computation, the aggregate.'of all moneys, property and the fair value -of all services° rendered during ' • the entire terms shall be deemed to constitute the • contributions made by each. " • • • • Section- 2. . Section 8 •of said Joint Exercise of - Powers :Agreement is amended to read as follows : • • "SECTION 8. •': Right andObligation- of District - . District shall have the right to use space • ° -,, in the'project for administrative and: meeting • , -purposes. ' District shall 'pay. to-City.annually, . - as its; part of the,.year-to-year costs of using • , space .in the project and of operating.and main- - '. • taining the Project, the sum of .two' thousand ' . five hundred' dollars ($2, 500.00) . ` " Such ' sum Shall be due and payable: by District to City. . . on the first day of each 'fiscal• year: ' .: . . . • Section 3: Section 12 of the,.said Joint Exercise of ' Powers Agreement is amended• to read- as follows :;. - • , "SECTION• 12. Lease and Operation by City . • • 'The Authority> shall lease" the _Project to . • • , .City for a term to •end, .prior to the tithe ,the _ lease of."the Site to the Authority; ends . Such . lease .of the 'Project to: City. shall .not result , in a merger• of ,the interest of the Authority • - under- the lease 'of the Site-to the Authority . . so long as revenue bonds of, the Authority are . outstanding City shall .pay, an annual rent to ' the:,Authority• in.an amount which will be not . less :than the amount required by the Authority , - . each year to discharge all-Of-it's debts: and. .. obligations, including, .without limitation, payment of the-principalrof- and. interest on its ' revenue revenue bonds City shall Operate" and . maintain the .Project in such manner as shall . • .comply with any covenants which the Authority : . • makes in the: proceedings for ,the issuance of • - - revenue bonds . . Except for such payments' as District .is7required .to `make to City in accord--.. - , ' ' • • ance •with' Sect_ ion '8 of this Agreement, • City : shall operate and maintain'-the Project at its . own cost •and .expense. City reserves' the right - • .. to determine the methods: and standards of opera . tion. C ty'may in ,'the appropriate circumstances • :.when required hereunder : ' (a) make contributions - from its treasury for the purposes set forth herein, .(b) 'make .payments of public funds'•to -defray the . cost 'of such purposes,. (c) make advances of public•- • funds for such purposes, • such advances to be re- ..paid ,as, .provided herein, _or.,,(d) use .its personnel, . . :equipmen't or,property,in lieu.;of: othercontribu- - tions ,or advances:. Payments by City. which are . • 2 Ji • x. • . I . not necessary 'for obligations of• the •Authority' ` - ; • or committed for 'other purposes" under. the •reso- • ° . • • lution :authorizing, the issuance of revenue bonds . - " - •''-•of the :Authority and which' should'be repaid to • . ' . '"-City by the Authority hereunder shall be so re-. : paid 'by refunding the 'amount thereof to City." • • The provisions'. of Government Code 6513- are here= •by; incorporated into this Agreement . " • ' • . -: . 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, ' as of. the 2/, •• day of 4 �i , 1968: ' . CITY OF EAL..BEACH . . r Mayor . - ATTEST: C1 Cler1 .. I Hereby Approve the form and legality of the,,fore- going Agreement .this ' day :of. ` ,' , 1968. -• . City Attorney. . ORANGE` COUNTY SANITATION DISTRICT N0., 4'' • • C T rman of he Board o i- ectors : • :' ATTEST . (SEAL) . i . . 3; r: ; ;:- • ,-',. , , . . . . . . . . . , , • . , . . • , , , , . . _ •- ,TOT NT E OF POWERS AGREEENT BETWEEN THE CITY OF SEAL - .13Ei'WH AND . ORANGE COUNTY SANITATION DISTRICT • NO. 4 CREATING THE SELF, BEACH Ar;- MINI SRTION BUILDING AUTEORITY, . . . •NIS AGEMENT. dated for convenience a_3 cf April J. 1,963, is betwcen '...,. CITY Cig SEAL BEACH, a municipal corporation duly organized and existin under • the law of - the State of California (hereinafter called r eity") . , n• . ORANGE COUNTY SANITATION DISTRICT NO. 4, a 5. . . - - public (2orlporation duly organized and existing under the la Of the State of California: (hereinafter called . . W ITN ESSETH: . • WHEREAS, City and District are empowered by law to acquire, construct, maintain. and .operate a build- - ing to provide offices and facilities for the orderly • . • _ administration of their respective functions in providing services t6 the public; and • . . • WHEREAS, City and 'District are desirous of ob- . - .. taining an administration building to provide additional . . . offices and facilities; and . . . . WHEREAS, City and District deem it advisable . . • to enter into an ap:reement to provide a vehicle. for fin- ancing the construction of an administration building; • .. . NOW, THEPEFORE, City and District, for an • • . . . . . . .. , . . . . . . . ' • • . , { 411 411 • h 1 ;' -p' -.. r ,. i s , r. F . t ., n <.� in consideration o t_ ; i�.. .:� t�a qtr ,_ e. ti :;�c_ age. c; .: :c - -; � . C' ' 0 �,3 n'v FOLLOWS: .,et forth herein, �, . ":�v- .,lie, ..�� SECTION 7. L`-_`�r�'�.`_:_ T -, - the This . A�re� r, .. .. i� ._ pursuant . to �., pro- visions of Article 1, Cha 5, Div isio n 7, Title 1 of the Government Code of the State of California (comm- encing with Section 6500, hereinafter called ''Act ") re- lating to the joint exercise of powers common to public agencies, in this case being City and District City and District each possess the potters referred to in the re- citals hereof. The purpose of this Agreement is to exercise such powers by acquiring, constructing, main- taining, operating and leasing an administration building for City and District services, including offices and meeting facilities, and appurtenances, accessory struc- tur•es, walks and landscaping necessary or convenient for the foregoing (said facilities and appurtenances are herein referred to as '!Project"). Such purpose will be accomplished and said common powers exercised in the manner set forth in this Agreement. SECTION 2. Term. • This Agreement shall become effective as of the date hereof and shall continue in full force and effect for a period of thirty -five (35) years from the date hereof; provided, that this Agreement shall terminate when the revenue bonds issued as provided in this Agree- ment, and the interest thereon, have been paid in full 2. • • or adequate provision for such payments have been i ade in accordance with the proceedin,7s for the issuance thereof; and provided further, that this Agreement shall terminate three (3) years from the date hereof in the event no revenue bonds shall have been issued on or before said. date. SECTION 3. Authority. A. Creation of Authority. Pursuant to the provisions of the Act, there is hereby created a public entity to be known as Sea.a. Beach Administration Building Authority" (hereinafter called "Authority "), and said Authority shall be a public entity separate and apart from City and District. The debts, liabilities and obligations of the Authority do not constitute debts, liabilities or obligations of any party to this Agreement. B. Governing Board. The Authority shall be administered by a governing board of five (5 members, each serving in their individual capacities as members of the governing "board. Three (3-) members shall be appointed by the City Council of City, subject to the approval of the Board of Directors of District, and two (2) members shall be appointed by the Board of Directors, subject to the approval of the City Council. All voting power shall reside in the governing board. Members of the governing board shall serve for 3. Ilk . a four (4) year term provided, that initial appoint- ments shall be for a stag red period to assure contin- uity, as follows: City shall "appoint two (2) of its initial members for a two (2) year term and the other initial member for a four ( year term, District shall appoint one (1) of its initial rnemb --ors for a two (2) year term and the other initial member for a four (4) year tern. The term of all of the initial members shall be deemed to commence on April 1, 1968. Members of the governing board shall serve until their respec- tive successors are appointed and qualified. Members appointed by City and District, respectively, may be removed . from office by the appointing entity without the approval of the other entity. Any vacancy in the governing board caused by the removal, death or resin " nation of any member, or in any other manner, shall be filled by the entity that appointed said member, subject to the approval of the other. entity. C. Meetings of the Governing Board. (1) Regular Meetings. The governing board shall provide for its regular, adjourned regular and special meetings; provided, that it shall hold at least one regular meeting each year. The date, hour and place of the regular meetings shall be fixed by resolution of the governing board and a copy of such resolution shall be filed with City and District. • 4, • (2) Ralph M 3ro'�`_n . • All meetings of the governing board, :including, without limitation, regular, adjourned regular and spec -- ial meetings, . shall be called, noticed, held and conduc- ted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Govern- ing Code). (3) Minutes. The Secretary of the governing board shall keep minutes of the regular, adjourned regular and special .. meetings of the governing board, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board and to City and District. (4) Quorum. A majority of the members of the governing board shall constitute a auorum for the transaction of business, except that less than a quorum may adjourn from time to time; provided, that the affirmative vote of at least three (3) members of the governing board shall be required for the approval of any resolu- tion as to which action of the governing hoard is re- quired. D. Officers. City shall appoint the chairman of the govern- ing board of the Authority for a term. ending March 31, 5• • 1 / Ill • 1 1969, and thereafter, prior 4c each successive Yarch 31, said governing board elect its chairman for the following year. The governing board shall_ also elect a vice- chaarman whose term shall be the same as that of the chairman, and said governing board shall appoint a secretary who may, but need not, be a member of the governing board. The administrative officer of the Authority shall be the city manager of City. Except as hereinafter provided, the treasurer of the Authority shall be the duly appointed and ac iing treasurer of City serving ex officio as treasurer of the Authority. The governing board may appoint legal counsel who may be the duly appointed, qualified and acting city attorney, or his duly authorized deputy, serving ex officio as attorney for the governing board. The governing board shall have the power, with the prior consent of City, to appoint and employ such other officers, employees consultants, advisors and independent contractors as it may deem necessary. 'E. Rules. The members of the governing board may adopt, from time to time, such rules and regulations for the conduct of its meetings and affairs as may be required. SECTION 4. Powers. The Authority shall have the powers common to City and District set forth in Section 1 of this Agreement, to wit! the powers necessary or convenient 6. 11 for the acquisition and construct/ion of the Projr The Authority is hereby authorized, in its own name, to do all acts necessary fpr the exercise of said common powers for said purpose, including, but not limited, to any or all of the •following: .to make and enter into contracts, to emp3oy ant' and employees, to acquire, construct, manage, maintain and operate any buildings, works or improvements, to acquire, hold or dispose of property within the County of Orange, to lease, in any manner to carry out the purposes hereof, the Project or any part • thereof, to incur debts, liabilities or obligations which do not constitute a debt, liability or obligation of City or District, and to sue and be sued in •its own name. Such powers shall be exercised in the manner pro- vided in the Act, and, except as expressly set forth • herein, subject only to such restrictions upon the manner of exercising such powers as are imoosed upon City in the exercise of similar powers. The Authority may also issue revenue bonds pursuant to Article 2, Chapter 5, Division 7, Title 1 of the. Government Code of the State of Cali- fornia (commencing with Section 65)40, hereinafter called _ Bond Act"), and any other applicable laws of the State of California. • SECTION 5. Fiscal Year. For the purposes of this Agreement the term "fiscal year" shall mean the fiscal year as established from time to time by City, being, at the date of this 7. • • Agreement, the period s July 1 to and including the following June 30. SECTION 7 6. D i s r?os , .'. "i of �iS%et % At the end of the term hereof or upon the earlier termination of this Agreement, a. s set forth in Section ?_ hereof, the real property . of the Authority shall. automatically vest in City, and shall thereafter remain the sole property of City. Any other property, includ- ing surplus money, on hand at such time shall be return- ed to City and District in proportion to the contribu- tions made by each. For purposes of this computation the aggregate of all moneys, property and the fair value of all services rendered during the entire term shall be deemed to constitute the contributions made by each. SECTION 7. Acquisition of Land or Interest Thereon. City is the owner in fee simple of certain real property described in Exhibit A attached hereto and i.n.- corporated herein (said real property herein referred to as "Site "). City agrees to lease the Site to the Authority, subject to conditions, reservations, except- ions and rights of way which are of record; provided, that City may reserve- such subsurface rights and surface ease- . ments as are necessary or convenient for other city pur- poses. The Site shall be leased to the Authority for a period to exceed thirty -two (32) years, or until earlier terminated as provided in the lease, . for a con- sideration of one dollar (51.00) per annum. 8. . Ill SECTION 8. Oblftation of D:istrict. District shall pay to City annually, as its part of the year to yar costs of opeYating and maintain- :111g the Project, the sum of two thousand five hundred dollars (P,00). Such sm shall be due and payable by District to City on the first day of each fiscal year. • SECTION 9. Plans and Specifications City has employed architects for the Project • and said architects are hereby approved by District. • • District has approved the general concept of the Project • and no further approval of District shall be required. As between the parties only the City's building code shall be applied to the construction of the Project. City shall cause the architects to prepare plans and specifications for the construction of the Project and to provide general administrative supervision of the construction and periodic inspection of the work. The Authority shall, when it has funds available therefor, . reimburse City for all costs and expenses incurred in connection with the preparation of said plans and speci- fications from the proceeds of the revenue bonds. SECTION 10. Construction of Project. • City, as agent for the Authority, shall contract • for the construction of the Project and carry such con- . struction through to completion. Authority shall pay or reimburse City, as the case may be, for costs in- curred and payments made by City in connection With con- struction of the Project and the costs incurred and payments • • a made by City in connection with 1_°e-- l.ocatioi', of utilities necessary or convenient for the ramose of preparing; the o . t . he Project. t . C " ;y shall let Site for construction of � � ,�; . 11 let the • construction contract or contracts by competitive bidding. Such construction contracts shall be let and administered and the work shall be oer.'forie d in accordance with City standards in substantially the same m=anner and upon the same conditions as are normally followed by City in constructing uC'i;111 its own buildings. The trustee appointed pursuant to the resolution for the issuance of bonds of the Authority sha:' administer the construction funds for the Project in accord- ance with the applicable procedures set forth in said resolu- tion approved by City. Such procedure shall provide, in substance, that City shall be paid on demand such amounts as it requires to meet construction payments a reasonable time prior to the time when such payments are due, upon such demand forms as City shall establish. SECTION 11. Revenue Bonds The Authority shall issue revenue bonds in accordance with the provisions of the Bond Act for the purpose of exercising its powers and raising funds necessary to carry out its obligations under this Agreement. The sale and issuance of such revenue bonds by the Authority shall be subject to the prior approval by resolution of the City Council. Revenue bonds may be sold by public competitive bidding or, with the approval of the City Council, by private negotiated sale. 10. The services of - I3ond Counsel, Financinfg; Con- sultant and other consultants and advisers worTh ng on J the Project, and; or its financing shall be used by e � the Authority. The fees and expenses of such counsel, consultants and advisors shall _ be paid from the proceeds of the revenue bonds and City shall be reimbursed from such proceeds for any portion of such fees and expenses which it has paid prior to the issuance of such revenue Teiaue bonds, 6 SECTION 12. Lease and Operation by City. The Authority shall lease the Project to City for a term to end at the same time the lease of the Site to the Authority ends. City shall: pay an annual • rent to the Authority in an amount which will be not less than the amount required by the Authority each year to discharge all of its debts and obligations, in- cluding, without limitation, payment of the principal of and interest on its revenue bonds. City shall operate and maintain the Project in such manner as shall comply with any covenants which the Authority makes in the proceedings for the issuance of revenue bonds. Except for such payments as District is required to make to City in accordance with Section 8 of this Agreement, City shall operate and maintain the Project at its own cost and expense. City reserves the right to determine the methods and standards of operation. City may in the appropriate circumstances when 11. • • 1 • required hereunder: (a) !i - : :e co :ribut=i from its treasury for the purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes, (c) make advances of public funds for. such purposes, such advances to- be repaid as provided herein, or (d) use its personnel, equipment or proPerty- in lieu of other contributions or advances. Payments by City which are not necessary for obligations of the Author- ity or committed for other purposes under the resolu- tion authorizing the issuance of revenue bonds of the Authority and which should be repaid to City by the Authority hereunder shall be so repaid by refunding the amount thereof to City. The provisions of Government Code 651.3 are hereby incorporated into this Agreement. SECTION 13. Accounts and Reports. • To the extent not covered by the duties assig- ned to the trustee, the treasurer of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any pro- - vision of the resolution for the issuance of bonds of the - Authority. The books and records of the Authority in the hands of the trustee or the treasurer shall be open to inspection at all reasonable times by representatives of City and District. The trustee appointed under the resolution for the . issuance of revenue bonds of the Authority shall establish suitable funds, furnish fin- ancial reports and provide suitable accounting procedures to carry out the orovisions of said resolution. Said • 12. , . 111 III • trustee may be given slAch dut in said resolution as may be desirable to carry out •thfis Agreement • SECTION 'ILL IT'unds. Subject to the applicable provisions of the resolution for the issuance of revenue bonds of the Authority, which may provide fo!.. a trustee to receive, have custody of and disburse the Authority funds, the treasurer of the Authority shall receive, have the custody of and disburse the Authority funds (i) pursuant to the accounting procedures developed under Section 13 • hereof, and (ii) as nearly as possible in accordance with normal City procedures, shall make the disburse- ments required by this Agreement or to out any of the provisions or purposes of this Agreement. SECTION 15. Notices. Notices hereunder shall be sufficient if delivered to: City - - City Clerk District - Secretary of the Board of Directors Authority - Secretary - At such address as Authority shall designate for such purpose. SECTION 16. Miscellaneous The section headings herein are for conven- ience only and are not to be construed as modifying or governing the language in the section referred to. • Whenever in this Agreement any consent or • 13. approval is required, the same shall not be unreason- ably withheld. • This Agreement is made in the State of Cai under the Cons titution and laws of such State and I s to be .so construed. SECTION 1 Partial Invalidity. If any one or more of the terms, provisions, promises, Covenants or conditions of this Agreement shall_ to any extent be adjudged invalid, unenforce- able, void or voidable for any reason whatsoever by a court of competent jurisdiction each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected t hereby. and shall be valid and enforceable to the fullest extent permitted by law. SECTION 18. Successors. This Agreement shall be binding upon and shall. inure to the benefit of the successors of the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attes- ted by their proper officers thereunto duly author- ized, and their official seals to be hereto affixed, 14. • • as of the day and Tea;:. 'i irst, a o v;. written. ._ G... OF �.L BEACH ippir,001 V o pp--• . . ATTEST: � . . F - Y / �� TT ( �� rteA ` 1 - - . - . 1 HEREBY APPROVE the form ' and. legality of • • the foregoing g Agreement this �(� clay of T ' 4 • a , . 1968. . ►. ct : ray • • . ORANGE COUNTY SANITATION DISTRICT NO. 4 • ______>____ . ., - . : 1 ( - l ..-. ''.--- p • . Cna .rriian o' i he- Board of . ' . )i rec tors ATTEST: B! _ _._ . - . Secre G.r (SEAL) j 15. i •