HomeMy WebLinkAboutSA Municipal Finance Authority JPAciTr of Agenda Item No: 7.a Meeting Date: October 15, 2012 CITY OF SAN RAFAEL AS SUCCESSOR AGENCY Department: Finance Prepared by: Mark Moses, 'r'— City Manager Approval/I Ud-� Interim Finance Director SUBJECT: RESOLUTION OF THE SAN RAFAEL SUCCESSOR AGENCY APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT WITH THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY RELATING TO THE SAN RAFAEL JOINT POWERS FINANCING AUTHORITY RECOMMENDATION: ADOPT RESOLUTION. BACKGROUND: The San Rafael Joint Powers Financing Authority (the "SRJPFA") was formed in April 1992 pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City of San Rafael and the San Rafael Redevelopment Agency ("the Agency"). The purpose of the SRJPFA was to facilitate lease revenue bond financing that supported Redevelopment Agency projects. The SRJPFA issued the 2003 Parking Bonds, and the subsequent refunding earlier this year. Upon the dissolution of the Agency on February 1, 2012, the City of San Rafael, in its role as successor agency, succeeded the Agency as a member of the SRJPFA. Certain provisions contained in AB 1484, the redevelopment trailer bill (the "Trailer Bill"), have an impact on the bonds issued in July 2012 to reduce debt service on the 2003 Parking Bonds, as well as on future debt transactions conducted through the SRJPFA. The Trailer Bill contains a provision that calls for the disposal of all remaining assets and termination of the Successor Agency within one year of the final debt payment. The debts of the Agency are currently scheduled to mature on December 1, 2022; thus, the Agency's successor agency, under Section 34187(b), would cease to exist on or before December 1, 2023. California law requires at least two parties to form a joint exercise of powers agency (joint powers authority), and it is imperative that the SRJPFA continues to exist. If the SRJPFA ceases to exist upon the dissolution of the Agency's successor agency on December 1, 2023, this would create both State law and federal tax law issues. From a State law FOR CITY CLERK ONLY File No.: �EPPI I SA Successor Agency Meeting: o /; L Disposition: q--50 ( w1+1 o„ * I (- ao 17, CITY OF SAN RAFAEL AS SUCCESSOR AGENCY / Page: 2 perspective, the leases that provide the security for the 2012 Parking Refunding Bonds might terminate, and there might therefore be no obligation on the part of the City to make the lease payments necessary to pay debt service on the 2012 Bonds. From a federal tax law perspective, there would no longer be a political subdivision serving as the issuer of the 2012 Bonds, thereby calling into question the tax-exempt status of the 2012 Bonds. As a result, the City provided assurance that the dissolution of the successor agency, in and of itself, would not cause the dissolution of the SRJPFA by refunding all but $5,000 of the 2003 Bonds maturing on April 1, 2033. By structuring the refunding in this manner, the SRJPFA has assured that its existence will continue until the final maturity of the 2012 Bonds. ANALYSIS: The City is interested in redeeming the final $5,000 of the 2003 Bonds prior to April 1, 2033, in order to avoid the cost and administrative burden of keeping them outstanding for such a long period. Absent a statutory change that makes clear that the SRJPFA does not dissolve upon dissolution of the Agency's successor agency, it will be able to do so only if it finds another member for the SRJPA and amends the JPA Agreement. In addition, it is unlikely that the City will be able to successfully use the SRJPA for any new bond issuances, until a replacement member for the Successor Agency is established. Staff recommends that the City join the California Municipal Finance Authority (CMFA), a joint powers authority that, among its services, assists its members in establishing joint powers financing authorities. This member relationship provides an opportunity for CMFA to replace the Successor Agency on the SRJPFA. Recently, CMFA helped the Town of Fairfax form such a JPA to issue general obligation bonds approved by the town's voters in 2009. The Successor Agency's approval of the Amended and Restated Joint Exercise of Powers Agreement with the CMFA relating to the SRJPFA will support the process of replacing the Successor Agency with CMFA. FISCAL IMPACT: There is no fiscal impact to the Successor Agency related to this action. ACTION REQUIRED: Adopt Resolution. A related resolution is on the agenda of the City of San Rafael. ATTACHMENTS Resolution Amended and Restated Joint Exercises of Powers Agreement WAManagement Services- WorkFile\Finance- WorkFile\Council Material\Staff Reports\CMFA-SRFA.doc RESOLUTION NO. 11-2012 RESOLUTION OF THE SAN RAFAEL SUCCESSOR AGENCY APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT WITH THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY RELATING TO THE SAN RAFAEL JOINT POWERS FINANCING AUTHORITY WHEREAS, the City of San Rafael (the "City") and the San Rafael Redevelopment Agency (the "RDA") have heretofore entered into a Joint Exercise of Powers Agreement dated April 20, 1992 (the "Original Agreement") creating the City of San Rafael Joint Powers Financing Authority, subsequently renamed the San Rafael Joint Powers Financing Authority (the "Authority"); WHEREAS, CMFA, upon authorization by its Board of Directors, acting pursuant to the JPA Act, may enter into a joint exercise of powers agreement with one or more other public agencies pursuant to which such contracting parties may jointly exercise any power common to them; WHEREAS, CMFA and the City of San Rafael (the "City") desire to enter into an Amended and Restated Joint Exercise of Powers Agreement (the "Amended Agreement") relating to San Rafael Joint Powers Financing Authority (the "San Rafael Authority") pursuant to the JPA Act in order to have the CMFA replace the San Rafael Successor Agency (the "Successor Agency"), as successor to the RDA, as a member of the San Rafael Authority; WHEREAS, the Authority was formed for the purpose of assisting the financing and refinancing of certain redevelopment activities of the RDA and, to that end, has issued two series of lease revenue bonds (the "Bonds") to finance and refinance a parking garage with the redevelopment project area of the RDA; and WHEREAS, pursuant to ABx1 26, passed by the Legislature of the State of California and signed by the Governor of the State of California in June 2011 ("AB 26"), and the California Supreme Court's decision in California Redevelopment Assn. v. Matosantos, the RDA was dissolved on February 1, 2012, and the Successor Agency, pursuant to Section 34178(c) of the California Health and Safety Code, succeeded the RDA as a party to the Original Agreement; and WHEREAS, on June 27, 2012, the State Legislature passed, and the Governor signed, Assembly Bill 1484 ("AB 1484"), which clarifies that the Successor Agency is a separate legal entity from the City; and WHEREAS, AB 1484 added Section 34187(b) to the California Health and Safety Code, which section provides that within one year after all of the debts of a redevelopment agency are retired or paid off, its successor agency shall terminate its existence; and WHEREAS, the last bonded indebtedness of the RDA is scheduled to be paid on December 1, 2022, thereby resulting in the termination of the Successor Agency by December 1, 2023; and will not receive any compensation for serving as such, but are entitled to reimbursement for any expenses actually incurred in connection with serving as a member if the Board determines that such expenses will be reimbursed and unencumbered funds are available for that purpose. (c) Meetings of Board. (i) Time and Place. The Board will hold regular meetings as provided in the By -Laws. The Board may hold special meetings at any time and from time to time in accordance with law. (ii) Leqal Notice. All meetings of the Board will be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California), or any successor legislation hereinafter enacted. (iii) Minutes. The Board will cause minutes of all meetings of the Board to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the City and CMFA. (iv) Quorum. A majority of the members of the Board constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. (d) Officers; Duties;wBonds (i) The Officers of the Authority shall be the Chair, Vice -Chair, Executive Director, Secretary, Treasurer and Controller, consisting of the persons specified in the By -Laws and shall have the powers vested in them under the By -Laws and such other powers as may be granted by the Board from time to time by resolution. (ii) The Treasurer and Controller of the Authority is hereby designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond in the amount of $25,000 as required by Section 6505.1 of the Act; provided, that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than $500 (excluding amounts held by a trustee or other fiduciary in connection with any Bonds). (iii) So long as required by Section 6505 and Section 6505.5 of the Act, the Treasurer and Controller of the Authority shall prepare or cause to be prepared: (a) a special audit as required under Section 6505 of the Act every year during the term of this Agreement; and (b) a report in writing on the first day of January, April, July and October of each year to the Board, the City and CMFA which report shall describe the amount of money held by the Treasurer and Controller of the Authority for the Board, the amount of receipts since the last such report, and the amount paid out since the last such report (which may exclude amounts held by a trustee of other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provides regular reports covering such amounts). (iv) The City shall determine the charges, if any, to be made against the Authority for the services of the Treasurer and Controller. (v) The Board shall have the power to appoint such other officers and employees as it may deem necessary and to retain independent counsel, consultants and accountants. -4- (vi) All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, worker's compensation and other benefits which apply to the activities of officers, agents or employees of the Members when performing their respective functions within the territorial limits of their respective Member, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties extraterritorially under the provisions of this Agreement. (vii) None of the officers, agents or employees, if any, directly employed by the Authority shall be deemed, by reason of their employment by the Authority, to be employed by any Member or, by reason of their employment by the Authority, to be subject to any of the requirements of any Member. (viii) The Members hereby confirm their intent and agree that, as provided in Section 4(a) hereof and in the Act, the debts, liabilities and obligations of the Authority do not and shall not constitute debts, liabilities or obligations of the City or CMFA, and they do not intend by the following sentence to impair this provision. To the extent that liability is imposed or a claim is made on CMFA, for any reason whatsoever notwithstanding Section 4(a) hereof and the Act, directly or indirectly arising out of a transaction or series of transactions undertaken by or for the benefit of the City in connection with the activities of the Authority, the City shall indemnify, defend and hold harmless CMFA and each of its officers, directors, employees and agents from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of or in connection with the activities of the Authority. CMFA may elect to defend itself in any such action with counsel of its choice, the reasonable fees of such counsel to be paid by the City. The Authority and the City are jointly and severally liable for any indemnity obligation owed to CMFA. Notwithstanding the provisions of Section 895.6 of the Govemment Code of the State, the City has no right to contribution from CMFA. Section 5. Powers. The Authority shall have any and all powers which are common powers of the City and CMFA, and the powers separately conferred by law upon the Authority. All such powers, whether common to the Parties or separately conferred by law upon the Authority, are specified as powers of the Authority except any such powers which are specifically prohibited to the Authority by applicable law. The Authority's exercise of its powers is subject to the restrictions upon the manner of exercising the powers of the City. The Authority has the power, in its own name, to construct, buy, sell or lease property and to issue, sell and deliver Bonds and incur debt for such purposes and for any purpose authorized under the Act. The Authority is authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to employ agents and employees; and to sue and be sued in its own name. Notwithstanding the foregoing, the Authority has any additional powers conferred under the Act or under applicable law, insofar as such additional powers may be necessary to accomplish the purposes set forth in Section 2. Section 6. Termination of Powers. The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement in accordance with Section 3. Section 7. Fiscal Year. Unless and until changed by resolution of the Board, the fiscal year of the Authority is the period from July 1 of each year to and including the following June 30, except for the first fiscal year which shall be the period from the date of this Agreement to June 30, 2013. -5- Section 8. Disposition of Assets. Upon termination of this Agreement under Section 3, any surplus money in possession of the Authority or on deposit in any fund or account of the Authority will be returned in proportion to any contributions made as required by Section 6512 of the Act. The Board is vested with all powers of the Authority for the purpose of concluding and dissolving the business -affairs of the Authority. After rescission or termination of this Agreement under Section 3, all property of the Authority, both real and personal, shall be distributed to the City, subject to Section 9. Section 9. Contributions and Advances. Contributions or advances of public funds and of personnel, equipment or property may be made to the Authority by the City and CMFA for any of the purposes of this Agreement. Payment of public funds may be made to defray the cost of any such contribution. Any such advance made in respect of a revenue-producing facility shall be made subject to repayment, and will be repaid, in the manner agreed upon by the City or CMFA, as the case may be, and the Authority at the time of making such advance as provided by 6512.1 of the Act. It is mutually understood and agreed that neither the City nor CMFA has any obligation to make advances or contributions to the Authority to provide for the costs and expenses of administration of the Authority, even though either may do so. The City or CMFA may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. Section 10. Bonds. (a) Authority To Issue Bonds. When authorized by the Act or other applicable provisions of law and by resolution of the Board, the Authority may issue Bonds for the purpose of raising funds for the exercise of any of its powers or to otherwise carry out its purposes under this Agreement. Said Bonds shall have such terms and conditions as are authorized by the Board. Notwithstanding the foregoing, the Authority shall not incur any form of indebtedness including (but not limited to) bonds, debentures, notes, or other securities, for the repayment of money borrowed, without the prior written approval of the CMFA, which approval shall not be unreasonably withheld or delayed. (b) Bonds Are Limited Obligations. The Bonds, including the principal and any purchase price thereof, and the interest and premium, if any, thereon, shall be special obligations of the Authority payable solely from, and secured solely by, the revenues, funds and other assets pledged therefor under the applicable Indenture(s) and shall not constitute a charge against the general credit of the Authority. The Bonds shall not be secured by a legal or equitable pledge of, or lien or charge upon or security interest in, any property of the Authority or any of its income or receipts except the property, income and receipts pledged therefor under the applicable Indenture(s). The Bonds shall not constitute a debt, liability or obligation of the State or any public agency thereof, including CMFA and the City, other than the special obligation of the Authority as described above. Neither the faith and credit nor the taxing power of the State or any public agency thereof, including CMFA and the City, shall be pledged to the payment of the principal or purchase price of, or the premium, if any, or interest on the Bonds nor shall the State or any public agency or instrumentality thereof, including CMFA and the City, in any manner be obligated to make any appropriation for such payment. The Authority shall have no taxing power. No covenant or agreement contained in any Bond or Indenture shall be deemed to be a covenant or agreement of any director, officer, agent or employee of the Authority, in his or her -6- individual capacity and no director or officer of the Authority executing a Bond shall be liable personally on such Bond or be subject to any personal liability or accountability by reason of the issuance of such Bond. Section 11. Agreement Not Exclusive. This Agreement is not exclusive and does not amend or alter the terms of other agreements between the City and CMFA, except as the terms of this Agreement conflict therewith, in which case the terms of this Agreement will prevail. Section 12. Accounts and Reports. All funds of the Authority shall be strictly accounted for in books of account and financial records maintained by the Authority, including a report of all receipts and disbursements. The Authority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles and by each Indenture for outstanding Bonds (to the extent such duties are not assigned to a trustee for owners of Bonds). The books and records of the Authority shall be open to inspection at all reasonable times by the City and CMFA and their representatives. The Authority shall require that each Indenture provide that the trustee appointed thereunder shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of such Indenture. Said trustee may be given such duties in said Indenture as may be desirable to cant' out the requirements of this Section 12. (a) Audits. The Treasurer and Controller of the Authority shall cause an independent audit to be made of the books of accounts and financial records of the Authority in compliance with the requirements of the Act. Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section 12, shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for that purpose. (b) Audit Reports. The Treasurer and Controller of the Authority, as soon as practicable after the close of each Fiscal Year but in any event within the time necessary to comply with the requirements of the Act shall file a report of the audit performed pursuant to subsection (a) of this Section 12 as required by the Act and shall send a copy of such report to public entities and persons in accordance with the requirements of the Act. Section 13. Funds. Subject to the provisions of each Indenture for outstanding Bonds providing for a trustee to receive, have custody of and disburse funds which constitute Authority funds, the Treasurer and Controller of the Authority shall receive, have the custody of and disburse Authority funds pursuant to accounting procedures approved by the Board and shall make the disbursements required by this Agreement or otherwise necessary to carry out the provisions and purposes of this Agreement. Section 14. Conflict of Interest Code. The Authority shall, by resolution, adopt a Conflict of Interest Code to the extent required by law. Such Conflict of Interest Code may be the conflict of interest code of the City. Section 15. Breach. If the City or CMFA defaults in any covenant contained in this Agreement, such default will not excuse either the City or CMFA from fulfilling its obligations under this Agreement and the City and CMFA will continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and CMFA -7- hereby declare that this Agreement is entered into for the benefit of the Authority and the City and CMFA hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to -any or all other remedies. Section 16. Notices. Notices and other communications hereunder to the parties shall be sufficient if delivered to the clerk or secretary of the governing body of each party. Section 17. Withdrawal. Neither CMFA nor the City may withdraw from this Agreement prior to the end of the term of this Agreement determined in accordance with Section 3, provided, however, that CMFA may withdraw from this Agreement if such withdrawal will not terminate the existence of the Authority. Section 18. Effectiveness . This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of CMFA and the City when each party has executed a counterpart of this Agreement. Section 19. Severability. If any part, term, or provision of this Agreement is decided by the courts 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 parts, terms or provisions hereof will not be affected thereby. Section 20. Successors, Assignment. This Agreement is binding on and inures to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. Section 21. Amendment. This Agreement may be amended by supplemental agreement executed by the Members at any time. However, this Agreement may be terminated only in accordance with Section 3 and any such supplemental agreement is subject to any restrictions contained in any Bonds or documents related to any Bonds to which the Authority is a party. Section 22. Form of Approvals. Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of CMFA, by resolution duly adopted by the board of directors of CMFA, and, in the case of the City, by resolution duly adopted by the City Council of the City, and, in the case of the Authority, by resolution duly adopted by the Board. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. SECTION 23. Waiver of Personal Liability. No member, officer or employee of the Authority, the City or CMFA is individually or personally liable for any claims, losses, damages, costs, injury and liability of every kind, nature and description arising from the actions of the Authority or the actions undertaken under this Agreement, and the City shall defend such members, officers or employees against any such claims, losses, damages, costs, injury and liability. Without limiting the generality of the foregoing, no member, officer or employee of the Authority or of any Member is personally liable on any Bonds or be subject to any personal liability or accountability by reason of the issuance of Bonds -under the Act and this Agreement. To the full extent permitted by law, the Board shall provide for indemnification by the Authority of any person who is or was a member of the Board, or an officer, employee or other agent of the Authority, and who was or is a party or is threatened to be made a party to a proceeding by -8- reason of the fact that such person is or was such a member of the Board, or an officer, employee or other agent of the Authority, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if such person acted in good faith and in the course and scope of his or her office, employment or agency. In the case of a criminal proceeding, the Board may provide for indemnification and defense of a member of the Board, or an officer, employee or other agent of the Authority to the extent permitted by law. Section 24. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. Section 25. Withdrawal of Successor Agency. Upon the effective date of this Agreement, the Successor Agency is withdrawing from the Authority and will no longer be a member of the Authority. On and after the effective date of this Agreement, any reference to a member of the Authority shall not include either the Agency or the Successor Agency. The City and CMFA acknowledge that the execution of this Agreement by the Successor Agency is solely for the purpose of implementing the Successor Agency's withdrawal as a member of the Authority. Section 26. Miscellaneous. 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 instrument. Where reference is made to duties to be performed for the Authority by a public official or employee, such duties may be performed by that person's duly authorized deputy or assistant. Where reference is made to actions to be taken by the City or CMFA, such action may be exercised through the officers, staff or employees of the City or CMFA, as the case may be, in the manner provided by law. The section and subsection headings herein are for convenience only and are not to be construed as modifying or governing the language in the section or subsection referred to. This Agreement is made in the State, under the Constitution and laws of the state and is to be construed as a contract made and to be performed in the State. This Agreement is the complete and exclusive statement of the agreement among the parties with respect to the subject matter hereof, which supersedes and merges all prior proposals, understandings, and other agreements, whether oral, written, or implied in conduct, between the parties relating to the subject matter of this Agreement. -9- 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 day and year first above written. Attest: City Clerk Attest: Member of the Board of Directors Attest: City Clerk -10- CITY OF SAN RAFAEL BY..... _ City Manager CALIFORNIA MUNICIPAL FINANCE AUTHORITY By e ber of the Board of Dir rs CITY OF SAN RAFAEL, as Successor Agency BY_...._._...... _ ._...._. _..._.... _........ ... ..... _. City Manager 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 day and year first above written. Attest: Attest: Attest: City Clerk Member of the Board of Directors City Clerk -10- CITY OF SAN RAFAEL By / [. u1 WL4, City NPanager CALIFORNIA MUNICIPAL FINANCE AUTHORITY En Member of the Board of Directors CITY OF SAN RAFAEL, as Successor Agency By CitylManager CITY OF SAN RAFAEL ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRRA / SRCC AGENDA ITEM NO. 7.a DATE OF MEETING: October 15, 2012 FROM: Mark Moses DEPARTMENT: Finance DATE: 10/4/2012 TITLE OF DOCUMENT: RESOLUTION OF THE SAN RAFAEL SUCCESSOR AGENCY APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT WITH THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY RELATING TO THE SAN RAFAEL JOINT POWERS FINANCING AUTHORITY Department Head (signature) *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL/ AGENCY APPROVED AS TO FORM: AGENDA ITEM: City Va6ager (signature) City Attorney (signature) NOT APPROVED REMARKS: