Loading...
HomeMy WebLinkAbout2019-12-11 e-packet@7:01Wednesday, December 11, 2019 7:01 PM City of South San Francisco P.O. Box 711 South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Parking Authority Special Meeting Agenda December 11, 2019Parking Authority Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the Parking Authority of the City of South San Francisco will hold a Special Meeting on Wednesday, December 11, 2019, at 7:01 p.m., in the City Council Chambers, Municipal Services Building, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Special Meeting Agenda. CONSENT CALENDAR Report regarding approval of: (1) certain administrative matters of the Parking Authority of the City of South San Francisco; (2) By-Laws of the Parking Authority of the City of South San Francisco; and (3) a Joint Exercise of Powers Agreement between the City of South San Francisco and the Parking Authority of the City of South San Francisco, creating the City of South San Francisco Public Facilities Financing Authority (Janet Salisbury, Director of Finance) 1. Resolution of the Parking Authority of the City of South San Francisco Designating Officers of the Parking Authority, Adopting Personnel Rules and Regulations and a Conflict of Interest Code and Providing for the Time and Place of Holding Regular Meetings of the Parking Authority 1a. Resolution of the Parking Authority of the City of South San Francisco Adopting Bylaws of the Parking Authority 1b. Resolution of the Parking Authority of the City of South San Francisco Authorizing the Execution and Delivery of a Joint Exercise of Powers Agreement By and Between the City of South San Francisco and the Parking Authority of the City of South San Francisco 1c. Adjournment. Page 2 City of South San Francisco Printed on 1/27/2020 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-972 Agenda Date:12/11/2019 Version:1 Item #:1. Report regarding approval of:(1)certain administrative matters of the Parking Authority of the City of South San Francisco;(2)By-Laws of the Parking Authority of the City of South San Francisco;and (3)a Joint Exercise of Powers Agreement between the City of South San Francisco and the Parking Authority of the City of South San Francisco,creating the City of South San Francisco Public Facilities Financing Authority (Janet Salisbury, Director of Finance) RECOMMENDATION Staff recommends that the governing board of the Parking Authority of the City of South San Francisco (the “Parking Authority”) adopt the following resolutions: 1)Resolution approving certain administrative matters for the Parking Authority 2)Resolution approving By-Laws of the Parking Authority 3)Resolution approving the execution of a Joint Exercise of Powers Agreement with the City of South San Francisco to create the City of South San Francisco Public Facilities Financing Authority (the “PFFA”). BACKGROUND/DISCUSSION General.The City intends to obtain financing in 2020 for certain costs of the design and construction of the City’s Community Civic Campus Program.After consultation with Stradling Yocca Carlson &Rauth,the City’s bond counsel,Sperry Capital Inc.,the City’s municipal advisor,and Stifel Nicolaus &Company,Incorporated,the City’s underwriter for the proposed financing,staff believes that bonds issued through a joint powers authority are likely to provide the City with the lowest costs of borrowing. Each joint powers authority must be comprised of two or more public agencies.On October 9,2019,the City activated the Parking Authority under Streets &Highways Code Section 32500 et seq.(the “Parking Law”)to serve as a partner agency with the City in a new joint powers authority to be called the City of South San Francisco Public Facilities Financing Authority. Parking Authority Administrative Matters.Under the Parking Law,the Parking Authority is required to:(i) designate officers; (ii) adopt a personnel system; (iii) adopt a conflict of interest code; and (iv) adopt by-laws. Staff recommends that:(i)the Mayor,Vice Mayor,City Manager,Director of Finance,City Attorney and City Clerk be appointed as the Chair,Vice Chair,Executive Director,Treasurer,General Counsel and Secretary,respectively,of the Parking Authority;(ii)the Parking Authority adopt the personnel system of the City as its personnel system;(iii) the Parking Authority adopt the conflict of interest code of the City as its conflict of interest code;and (iv)the Parking Authority adopt by-laws in the form attached hereto as Attachment 1 (the “By-Laws”). Creation of PFFA.In order to create the PFFA,the City Council and the governing board of the Parking Authority (which consists of the City Council members)will need to approve the execution of the Joint Exercise of Powers Agreement (the “JPA Agreement”). The form of the JPA Agreement is attached hereto as Attachment 2. City of South San Francisco Printed on 1/27/2020Page 1 of 2 powered by Legistar™ File #:19-972 Agenda Date:12/11/2019 Version:1 Item #:1. The JPA Agreement includes the following provisions, among others: 1)The PFFA is authorized to issue bonds under the Joint Exercise of Powers Act (Government Code Section 6500 et seq.).Bonds issued by the PFFA are not obligations of its members (the City and the Parking Authority)or personal obligations of the PFFA governing board,the City Council or the Parking Authority governing board and are solely payable from the revenues that are pledged in connection with the issuance of each series of bonds. 2)The City Council will serve as the PFFA’s governing board,and the City Manager,Director of Finance and City Clerk will serve as the PFFA’s Executive Director,Treasurer and Secretary, respectively. 3)Regular meetings of the PFFA will be held concurrently with regular City Council meetings and conducted in accordance with the Brown Act. 4)The PFFA may not be dissolved while its bonds are outstanding. 5)The PFFA’s finances will be audited annually as part of the City audit process and the PFFA’s financial statements may be combined with the City’s financial statements. 6)The PFFA will adopt a Conflict of Interest Code,which may be the City’s conflict of interest code. Staff expects to recommend adoption of the City’s conflict of interest code as the Conflict of Interest Code of the PFFA when the first series of bonds to finance the first phase of the new main civic center campus project are approved in 2020. Staff notes that the City Council of the City is also meeting concurrently on this date to consider a resolution to approve the JPA Agreement and thereby establish the PFFA. FISCAL IMPACT There is no significant impact to the Parking Authority’s finances associated with the proposed formation of the PFFA.Operating expenses are anticipated to be nominal and staffing for the PFFA would be provided from existing resources of City staff. ATTACHMENTS 1.By-Laws of the Parking Authority 2.Form of JPA Agreement City of South San Francisco Printed on 1/27/2020Page 2 of 2 powered by Legistar™ BYLAWS OF THE PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO 1 Section 1. Name. The official name of the Parking Authority formed pursuant to the California Parking Law of 1949, Streets and Highways Code Section 32500, et seq. (the “Law”) shall be the “Parking Authority of the City of South San Francisco, a public body corporate and politic” (herein referred to as the “Parking Authority”). The Parking Authority was formed by City Council Resolution No. 137-2019 adopted on October 9, 2019 pursuant to the Law, and on December __, 2019 by Resolution No. ______ the Parking Authority approved certain initial administrative matters and to carry out certain initial administrative matters, including the appointment of officers as more fully set forth herein. Section 2. Parking Authority Board Members. The Parking Authority shall be administered by a governing board whose members shall be the members of the City Council of the City of South San Francisco (“City Council”), which governing board shall be referred to as the “Parking Authority Board.” The term of office as a member of the Parking Authority Board shall terminate when such member of the Parking Authority Board shall cease to be a member of the City Council; and the appointed or elected successor, as applicable thereto, to such member of the City Council shall become a member of the Parking Authority Board. The Parking Authority Board shall be chaired by a “Chair.” The Chair shall be the Mayor of the City of South San Francisco unless the Parking Authority Board elects another of its members to serve as Chair. The Chair shall preside at all meetings of the Parking Authority. Section 3. Office. The business office of the Parking Authority shall be at South San Francisco City Hall, 400 Grand Avenue, South San Francisco, CA 94080, or at such other place as may be designated by the Parking Authority Board. Section 4. Compensation. Members may receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties, but only when authorized by the Parking Authority Board and if there are unencumbered funds available for such purpose in compliance with and pursuant to applicable laws and regulations. Section 5. Officers. The Officers of the Parking Authority shall be the Executive Director, Assistant Executive Director, Parking Authority Secretary, Parking Authority Counsel, Finance Officer, and Treasury Manager. 2 Section 6. Executive Director. The Executive Director of the Parking Authority shall be the City Manager of the City of South San Francisco or such other person as may be appointed by the Parking Authority Board. The term of office shall be from the date of his or her appointment through the date of the first regular meeting of the Parking Authority in the next succeeding calendar year; provided that he or she shall serve until a successor has been duly appointed. The Executive Director shall submit such information and recommendations to the Parking Authority Board as he or she may consider proper concerning the business, policies and affairs of the Parking Authority. The Executive Director also serves as the chief executive officer of the Parking Authority and shall be responsible for execution and supervision of the affairs of the Parking Authority. Except as otherwise authorized by resolution of the Parking Authority Board, the Executive Director or the Executive Director’s designee shall sign all contracts, deeds and other instruments executed by the Parking Authority. Section 7. Assistant Executive Director. The Assistant Executive Director shall be the Assistant City Manager of the City of South San Francisco, or Interim City Manager of the City of South San Francisco, if any, or such other person as may be appointed by the Parking Authority Board. The term of office shall be from the date of his or her appointment through the date of the first regular meeting of the Parking Authority in the next succeeding calendar year; provided that he or she shall serve until a successor has been elected. The Assistant Executive Director shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director. In case of the resignation or death of the Executive Director, the Assistant Executive Director shall perform such duties as are imposed on the Executive Director, until such time as the members shall appoint a new Executive Director. Section 8. Parking Authority Secretary. The Parking Authority Secretary shall be the City Clerk of the City of South San Francisco or such other person as may be appointed by the Parking Authority Board. The Parking Authority Secretary shall keep the records of the Parking Authority, shall act as Parking Authority Secretary at the meetings of the Parking Authority and record all votes, and shall keep a record of the proceedings of the Parking Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Section 9. Parking Authority Counsel. The Parking Authority Counsel shall be appointed by the Parking Authority Board and shall serve at the pleasure of the Parking Authority. 3 The initial Parking Authority Counsel is the City Attorney of the City of South San Francisco (the “City Attorney”). The Parking Authority Counsel shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds and other legal papers for the Parking Authority. The Parking Authority Counsel shall give advice or opinions in writing to the Chair, Executive Director or other Parking Authority officers when and if requested to do so. The Parking Authority Counsel or as directed by the Parking Authority shall attend to all lawsuits or other matters to which the Parking Authority is a party or in which the Parking Authority may be legally interested and do such other things pertaining to the Parking Authority Counsel’s office as the Parking Authority may request; provided however, where the City Attorney is not currently serving in the capacity of Parking Authority Counsel, the Parking Authority may also direct the City Attorney to attend to all lawsuits or other matters to which the Parking Authority is a party or in which the Parking Authority may be legally interested, as elected by the Parking Authority. Section 10. Finance Officer and Treasury Manager. The Finance Officer and Treasury Manager shall be the officer of the City of South San Francisco designated by the City of South San Francisco to serve in the capacity as the chief financial officer, finance director or head of the finance department, or such other person or persons as may be appointed by the Parking Authority Board, which person may be the Executive Director or Assistant Executive Director. The Finance Officer and Treasury Manager shall have the care and custody of all funds of the Parking Authority and shall be authorized to cause the deposit of such funds in the name of the Parking Authority in such bank, banks, or other financial institutions, including without limitation the State of California Treasurer, Local Agency Investment Fund (“LAIF”), as the Parking Authority may select and pursuant to an investment policy considered and approved by the Parking Authority. The Finance Officer and Treasury Manager shall keep regular books of account, showing receipts and expenditures, and shall render to the Parking Authority at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the Parking Authority. Section 11. Appointment of Officers. The initial appointment of officers occurred pursuant to Parking Authority Resolution No. ______ on December __, 2019 and the new appointment or reappointment of officers shall be the first order of business at the first meeting of the Parking Authority, regular or special, held in each calendar year. 4 Section 12. Authority to Bind Parking Authority; City of South San Francisco Council Policies Apply to Parking Authority. No member, officer, agent or employee of the Parking Authority, without prior specific or general authority by a vote of the Parking Authority Board, shall have any power or authority to bind the Parking Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount; provided however, the Parking Authority may authorize the Executive Director to enter into a contract or contracts as authorized in and consistent with the City’s policies, which policies shall be deemed to apply to the Parking Authority under these bylaws (herein, “Council Policies”). Section 13. Appointment of Employees and Agents. The Parking Authority may from time to time request from the City the services of such personnel, counsel or agents, permanent or temporary, as may be necessary to carry out the business and affairs of the Parking Authority. The Parking Authority Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Parking Authority may determine, subject to all applicable laws, and provided that adequate sources of funds are identified for the payment of such temporary professional and technical services and subject to the applicable Council Policies. Section 14. Regular Meetings. Regular meetings shall be held in the Council Chambers at the Municipal Services Building or at such other place as the Chair may designate, on dates and at a time as fixed by Resolution of the Parking Authority, which as of the date hereof are generally concurrent with meetings of the City Council; provided that any such regular meeting may be suspended or cancelled if there is no business to attend to. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time unless otherwise scheduled by the Parking Authority and consistent with meeting dates of the City Council. Pursuant to and in compliance with the Ralph M. Brown Act, Government Code Section 54950, et seq. (“Brown Act”), at least 72 hours before a regular meeting, an agenda containing a brief general description of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public; further, such agenda shall specify the time and location of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by the Brown Act or other applicable laws and regulations. Section 15. Special Meetings. Subject to and pursuant to the provisions of the Brown Act, a special meeting may be called at any time by the Chair or upon the request of two of the 5 members of the Parking Authority by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the Parking Authority Board shall be sufficient if delivered to the Parking Authority Secretary. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such special meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business shall be considered at such meetings by the Parking Authority Board. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the Parking Authority Secretary a written waiver of notice. Such waiver may be given electronically. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 16. Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the Parking Authority Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session subject to and pursuant to the provisions of the Brown Act. Section 17. Public Hearings. All public hearings held by the Parking Authority Board shall be held during regular or special meetings of the Parking Authority Board. Section 18. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The Parking Authority Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular meeting or adjourned regular meeting the Parking Authority Secretary may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. 6 Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or re-continued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 19. Meetings to be Open and Public. All meetings of Parking Authority members to take action or to deliberate concerning Parking Authority business and its conduct shall be open and public and are subject to and shall be held in compliance with the Brown Act. All persons shall be permitted to attend any such meetings except as otherwise provided as permitted by law and these bylaws. Section 20. Quorum. A majority of the members of the Parking Authority Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 21. Order of Business. At the regular meeting of the Parking Authority, the general order of business shall be consistent with the Council Policies and may be conducted concurrently with the business of the City of South San Francisco. As of the date hereof the order is a follows: (a)Roll Call (b)Pledge of Allegiance (c)Closed Session (d)Report of Closed Session (e)Presentations (f)Public Comments (g)Consent Calendar 7 (i)Public Hearings (j)Administrative Business (k)Legislative Business (l)Chair and Committee Reports (m)Staff Reports (n)Member Comments and Actions (o)Adjournment Section 22. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert’s Rules of Order shall govern all meetings of the Parking Authority, except as otherwise herein provided or as otherwise provided in the Council Policies. Section 23. Amendments to Bylaws. These bylaws may be amended by the Parking Authority Board at any regular or special meeting by majority vote. JOINT EXERCISE OF POWERS AGREEMENT by and between CITY OF SOUTH SAN FRANCISCO and PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO creating the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY dated as of December 1, 2019 TABLE OF CONTENTS Page i Section 1. Definitions ....................................................................................................................... 2 Section 2. Purpose ............................................................................................................................ 3 Section 3. Term ................................................................................................................................ 3 Section 4. The Authority .................................................................................................................. 3 A. Creation of the Authority .................................................................................... 3 B. Governing Board ................................................................................................. 3 C. Meetings of Board ............................................................................................... 3 D. Officers; Duties; Bonds ....................................................................................... 5 Section 5. Powers ............................................................................................................................. 7 Section 6. Termination of Powers .................................................................................................... 7 Section 7. Fiscal Year ....................................................................................................................... 7 Section 8. Disposition of Assets ....................................................................................................... 7 Section 9. Contributions and Advances............................................................................................ 7 Section 10. Bonds ............................................................................................................................... 8 A. Authority To Issue Bonds .................................................................................... 8 B. Bonds Limited Obligations.................................................................................. 8 Section 11. Agreement Not Exclusive ................................................................................................ 8 Section 12. Accounts and Reports ...................................................................................................... 8 A. Audits .................................................................................................................. 9 B. Audit Reports ...................................................................................................... 9 Section 13. Funds ............................................................................................................................... 9 Section 14. Conflict of Interest Code ................................................................................................. 9 Section 15. Breach .............................................................................................................................. 9 Section 16. Notices ............................................................................................................................. 9 Section 17. Withdrawal ...................................................................................................................... 9 Section 18. Effectiveness.................................................................................................................. 10 Section 19. Severability .................................................................................................................... 10 Section 20. Successors; Assignment ................................................................................................ 10 Section 21. Amendment of Agreement ............................................................................................ 10 Section 22. Form of Approvals ........................................................................................................ 10 Section 23. Waiver of Personal Liability ......................................................................................... 10 Section 24. Section Headings ........................................................................................................... 10 Section 25. Miscellaneous ................................................................................................................ 11 JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT, dated as of December 1, 2019, is entered into by and between the CITY OF SOUTH SAN FRANCISCO (the “City”), a general law city organized and existing under the laws of the State, and the PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO (the “Parking Authority”), a parking authority organized and existing under the laws of the State (each of the City and the Parking Authority, a “Member”). DECLARATION OF PURPOSE A. Chapter 5 of Division 7 of Title 1 of the Government Code authorizes the City and the Parking Authority to create a joint exercise of powers entity which has the power to exercise any powers common to the City and the Parking Authority and to exercise additional powers granted to it under the Act (defined below), including but not limited to the issuance of bonds, (defined under Section 6584(c)(4) of the Act to include certificates of participation), pursuant to Section 6588 thereof. This Agreement creates such an entity, which shall be known as the City of South San Francisco Public Facilities Financing Authority, for the purposes and to exercise the powers described herein. B. Article 4 of the Act (known as the “Marks-Roos Local Bond Pooling Act of 1985,” Government Code Section 6584 et seq.) authorizes and empowers the Authority to issue Bonds (defined below) and to purchase bonds issued by, or to make loans to, the City or the Parking Authority or other public or private entity for financing or providing interim financing for the acquisition, construction, installation and improvement of public facilities and other public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the City or the Parking Authority. The Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell Bonds so issued or purchased to public or private purchasers at public or negotiated sale. C. Each of the Members may accomplish the purposes and objectives described in the preceding preamble by various means, including through making grants, loans or providing other financial assistance to governmental and nonprofit organizations. D. Each Member is also empowered by law to acquire and dispose of real property for a public purpose. E. The Act authorizes the Members to create a joint exercise of powers entity with the authority to exercise any powers common to the Members, as specified in this Agreement, and to exercise the additional powers granted to it in the Act and any other applicable provisions of the laws of the State of California. F. A public entity established pursuant to the Act is empowered to issue or execute bonds, notes, commercial paper or any other evidences of indebtedness, including leases or installment sale agreements or certificates of participation therein, and to otherwise undertake financing programs under the Act or other applicable provisions of the laws of the State of California to accomplish its public purposes. 2 G. The Members have determined to specifically authorize a public entity authorized pursuant to the Act to issue Bonds (as defined below) pursuant to the Act or other applicable provisions. H. It is the desire of the Members to use a public entity established pursuant to the Act to undertake the financing and/or refinancing of projects of any nature, including, but not limited to, capital or working capital projects, insurance, liability or retirement programs or facilitation Members use of existing or new financial instruments and mechanisms. I. It is further the intention of the Members that the projects undertaken will result in significant public benefits to the inhabitants of the jurisdictions of the Members. TERMS OF AGREEMENT Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Agreement have the meanings herein specified. Act. The term “Act” means Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code (Section 6500 et seq.), as amended from time to time. Agreement. The term “Agreement” means this Joint Exercise of Powers Agreement, as it may be amended from time to time, creating the Authority. Authority. The term “Authority” means the City of South San Francisco Public Facilities Financing Authority created by this Agreement. Board. The term “Board” means the governing board of the Authority, which shall be comprised of the City Council of the City as set forth in Section 4.B hereof. Bonds. The term “Bonds” means bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act, including but not limited to Section 6584(c) thereof. Brown Act. The term “Brown Act” means the Government Code provisions at Section 54950 et seq. governing the notice and agenda requirements for meetings of government agencies in the State and any later amendments, revisions, or successor enactments. City. The term “City” means the City of South San Francisco, a general law city organized and existing under the laws of the State. Fiscal Year. The term “Fiscal Year” has the meaning set forth in Section 7. Government Code. The term “Government Code” means the Government Code of the State. Indenture. The term “Indenture” means each indenture, trust agreement or other such instrument pursuant to which Bonds are issued. Member. The term “Member” or “Members” means the City and/or the Parking Authority, as appropriate. 3 Parking Authority. The term “Parking Authority” means the Parking Authority of the City of South San Francisco, a Parking Authority organized and existing pursuant to the Parking Law of 1949, Streets and Highways Code Section 32500 et seq., and all successor statutes and implementing regulations thereto. State. The term “State” means the State of California. Streets and Highways Code. The term “Streets and Highways Code” means the Streets and Highways Code of the State. Section 2. Purpose. This Agreement is made pursuant to the Act for the purpose of assisting in the financing and refinancing of capital improvement projects of the Members and other activities of the Members as permitted under the Act by exercising the powers referred to in this Agreement. Section 3. Term. This Agreement shall become effective in accordance with Section 18 hereof and shall continue in full force and effect until terminated by a supplemental agreement of the Parking Authority and the City; provided, however, that in no event shall this Agreement terminate while any Bonds or other obligations of the Authority remain outstanding under the terms of any indenture, trust agreement, contract, agreement, lease, sublease or other instrument pursuant to which such Bonds are issued or other obligations are incurred. Section 4. The Authority. A. Creation of the Authority. There is hereby created pursuant to the Act an authority and public entity to be known as the “City of South San Francisco Public Facilities Financing Authority.” As provided in the Act, the Authority shall be a public entity separate from the City and the Parking Authority. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Parking Authority. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State in the manner set forth in Section 6503.5 of the Act. Such notice shall also be filed with the office of the Controller of the State. B. Governing Board. The Authority shall be administered by the Board, which shall consist of the City Council of the City. The term of office as a member of the Board shall terminate when such member of the Board shall cease to hold his or her respective office at the City; and the successor to such officer or director of the City shall become a member of the Board upon assuming such office. C. Meetings of Board. (1) Time and Place. The Board shall hold its regular meetings concurrently with and/or immediately following the regular meetings of the City and the same shall occur consistent with the schedule set by resolution of the City for its regular meetings as to time/place and location. The Board may suspend the holding of regular meetings so long as there is no need for Authority business, and provided that any action taken regarding the sale of Bonds shall occur by resolution placed on a noticed and posted meeting agenda consistent with the requirements 4 for regular meetings under the Brown Act. At all times, each regular meeting of the Authority shall take place pursuant to a 72 hour notice and agenda requirement or as otherwise provided by the Brown Act. The Board may hold special meetings at any time and from time to time in accordance with the Brown Act. A special meeting may be called at any time by the Secretary of the Authority or the Executive Director of the Authority by delivering written notice to each Board member. Such written notice may be dispensed with as to any Board member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram or telecopy. Such written notice may also be dispensed with as to any member who is actually present at the meeting. Nothing contained in this Agreement shall be construed to prevent the Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. All public hearings held by the Board shall be held during regular or special meetings of the Board. The Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Board members are absent from any regular meeting or adjourned regular meeting, the Secretary or acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this Section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or re-continued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided that, if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing, a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. The Chair of the Board or the Executive Director of the Authority shall prepare or approve the agenda of all meetings. Business will be conducted according to the agenda, except when determined by the Board as permitted by law. The presiding officer at the meeting shall determine the rules of conduct. (2) Legal Notice. All regular and special meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Brown Act. 5 (3) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as practicable after each meeting, cause a copy of the minutes to be forwarded to each member of the Board. (4) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. Any action or decision of the Authority shall be on motion duly approved by a majority of the Board at a lawfully held meeting. D. Officers; Duties; Bonds. (1) The officers of the Authority shall be the Chair, the Vice Chair, the Secretary, the Treasurer and the Executive Director. Such officers may be directors or officers of the City serving ex officio. (A) Chair. The Chair of the Authority shall be the Board member who is the Mayor of the City. The term of office shall be the same as the term of the Mayor of the City. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority. (B) Vice Chair. The Vice Chair shall be the Board member who is the Vice Mayor of the City. The term of office shall be the same as the term of the Vice Mayor of the City. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice Chair shall perform such duties as are imposed on the Chair, until such time as a new Chair is selected or appointed. (C) Secretary. The City Clerk of the City is hereby designated as the Secretary of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Any duly appointed Deputy City Clerk of the City shall perform the duties of the Secretary as a Deputy Secretary in the absence or incapacity of the Secretary. (D) Treasurer. The Director of Finance of the City is hereby designated as the Treasurer of the Authority. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and shall file an official bond if so required by the Board of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.1 of the Act. (E) Executive Director. The City Manager of the City is hereby designated as the Executive Director of the Authority and shall be responsible for execution and supervision of the affairs of the Authority. Except as otherwise authorized by resolution of the Board, the Executive Director or the Executive Director’s designee shall sign all contracts, deeds and other instruments executed by the Authority. In addition, subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Executive Director is designated as the public officer or person who has charge of, handles, or has access to any 6 property of the Authority, and shall file an official bond if so required by the Board and, as such, shall have the powers, duties and responsibilities specified in Section 6505.1 of the Act. (2) So long as required by Sections 6505 and 6505.5 of the Act, the Treasurer of the Authority shall prepare or cause to be prepared: (a) a special audit as required pursuant to Section 6505 of the Act no less frequently than once in every two-year period during the term of this Agreement; and (b) a report in writing on the first day of July, October, January and April of each year to the Board, the City and the Parking Authority, which report shall describe the amount of money held by the Treasurer 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 or other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provides regular reports covering such amounts). (3) The services of the officers shall be without compensation by the Authority unless said officers are otherwise compensated in accordance with Section 4.B. hereinabove or as employees of the City. The City will provide such other administrative services as required by the Authority, and shall not receive economic remuneration from the Authority for the provision of such services. (4) 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. (5) 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. (6) 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. (7) 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 shall not constitute debts, liabilities or obligations of the City or the Parking Authority. (8) In any event, the Authority or the City shall cause all records regarding the Authority’s formation, existence, operations, any Bonds issued by the Authority, obligations incurred by it and proceedings pertaining to its termination to be retained for at least six (6) years following termination of the Authority or final payment of any Bonds issued by the Authority, whichever is later. (9) Confirmation of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year. (10) No Board member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority 7 to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount. Section 5. Powers. The Authority shall have any and all powers which are common powers of the City and the Parking Authority, and any and all powers separately conferred by law upon the Authority. All such powers, whether common to the Members or separately conferred by law upon the Authority, are specified as powers of the Authority to the extent required by law, 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 is hereby authorized, in its own name, to do all acts necessary or convenient for the exercise of its powers, including, but not limited to, any or all of the following: to sue and be sued; to make and enter into contracts; to employ agents, consultants, attorneys, accountants, and employees; to acquire, hold or dispose of property, whether real or personal, tangible or intangible, wherever located; and to issue Bonds or otherwise incur debts, liabilities or obligations to the extent authorized by the Act or any other applicable provision of law and to pledge any property or revenues or the rights thereto as security for such Bonds and other indebtedness. Notwithstanding the foregoing, the Authority shall have 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 hereof. 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 hereof. Section 7. Fiscal Year. Unless and until changed by resolution of the Board, the Fiscal Year of the Authority shall be 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, 2020. Section 8. Disposition of Assets. Upon termination of this Agreement pursuant to Section 3 hereof, any surplus money in possession of the Authority or on deposit in any fund or account of the Authority shall 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 pursuant to Section 3 hereof, all property of the Authority, both real and personal, shall be distributed to the City, subject to Section 9 hereof. 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 the Parking Authority 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 shall be repaid, in the manner agreed upon by the City or the Parking Authority, as the case may be, and the Authority at the time of making such advance as provided by Section 6512.1 of the Act. It is mutually understood and agreed that neither the City nor the Parking Authority 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 8 may do so. The City or the Parking Authority 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. Among other things, the Marks-Roos Local Bond Pooling Act of 1985 authorizes the Authority, to execute and deliver or cause to be executed and delivered certificates of participation in a lease or installment sale agreement with any public or private entity. The Authority, at its option, may issue or cause to be issued bonds, rather than certificates of participation, and enter into a loan agreement with any public or private entity. B. Bonds 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 authority thereof, including the Parking Authority 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 authority thereof, including the Parking Authority 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 authority or instrumentality thereof, including the Parking Authority 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 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 shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Parking Authority, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall 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 that 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 the Parking Authority and their representatives. 9 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 carry out the requirements of this Section. A. Audits. The Treasurer 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, 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 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 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 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 default shall be made by the City or the Parking Authority in any covenant contained in this Agreement, such default shall not excuse either the City or the Parking Authority from fulfilling its obligations under this Agreement, and the City and the Parking Authority shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Parking Authority hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Parking Authority 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 to the City and the Parking Authority hereunder shall be sufficient if delivered to the Director of Finance of the City. Section 17. Withdrawal. Neither the Parking Authority nor the City may withdraw from this Agreement prior to the end of the term of this Agreement determined in accordance with Section 3. 10 Section 18. Effectiveness. This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of the Parking Authority and the City when each party has executed a counterpart of this Agreement. Section 19. Severability. Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. Section 20. Successors; Assignment. This Agreement shall be binding upon and shall inure 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 of Agreement. This Agreement may be amended by supplemental agreement executed by the Members at any time; provided, however, that this Agreement may be terminated only in accordance with Section 3 hereof and, provided further, that such supplemental agreement shall be 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: (A) in the case of the Parking Authority, by resolution duly adopted by the Parking Authority Board; (B) in the case of the City, by resolution duly adopted by the City Council of the City; and (C) 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 Board member, officer or employee of the Authority, the City or the Parking Authority shall be individually or personally liable for any claims, losses, damages, costs, injury and liability of any kind, nature or description arising from the actions of the Authority or the actions undertaken pursuant to this Agreement, and the City shall defend such Board members, officers or employees against any such claims, losses, damages, costs, injury and liability. Without limiting the generality of the foregoing, no Board member, officer or employee of the Authority or of any Member shall be personally liable on any Bonds or be subject to any personal liability or accountability by reason of the issuance of Bonds pursuant to the Act and this Agreement. To the fullest 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 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 Authority. 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. 11 Section 25. 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 Parking Authority or the City, such action may be exercised through the officers, staff or employees of the Parking Authority or the City, as the case may be, in the manner provided by law. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] S-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: Michael Futrell, City Manager Attest: Rosa Govea Acosta, City Clerk Approved as to Form: Sky Woodruff, City Attorney PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO By: Michael Futrell, Executive Director Attest: Rosa Govea Acosta, Secretary Approved as to Form: Sky Woodruff, Authority Counsel City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-982 Agenda Date:12/11/2019 Version:1 Item #:1a. Resolution of the Parking Authority of the City of South San Francisco Designating Officers of the Parking Authority,Adopting Personnel Rules and Regulations and a Conflict of Interest Code and Providing for the Time and Place of Holding Regular Meetings of the Parking Authority WHEREAS,the City Council adopted Resolution No.137-2019 on October 9,2019 declaring that there is a need for a Parking Authority to function in the City of South San Francisco (“City”)and declaring that the members of the City Council are the members of the Parking Authority so formed,all pursuant to the Parking Law of 1949, commencing with California Streets & Highways Code Section 32500,et seq. (the “Law”); and WHEREAS,the legal name of the Parking Authority shall be the “Parking Authority of the City of South San Francisco,” a public body corporate and politic” (“Parking Authority”); and WHEREAS,Section 32801 of the Law provides that the Parking Authority may select and appoint such officers, agents, counsel, and employees as the Parking Authority requires; and WHEREAS,Section 32801 of the Law further provides that the Parking Authority may make bylaws and regulations applicable to the Parking Authority to carry into effect the Law; and WHEREAS,Section 32657.5 of the Law provides that the members of the Parking Authority shall hold meetings at such times as they shall determine. NOW,THEREFORE,the Parking Authority of the City of South San Francisco,does hereby resolve as follows: 1.Pursuant to Section 32801 of the Law,the Parking Authority,subject to the concurrence of the City Council,designates the following City officials to serve as Parking Authority officers on an ex officio basis: City Position Parking Authority Position City Manager Executive Director Assistant City Manager Assistant Executive Director Director of Finance Finance Officer and Treasury Manager City Attorney Parking Authority Counsel City Clerk Parking Authority Secretary 2.Pursuant to Section 32801 of the Law,the members of the Parking Authority hereby adopt by City of South San Francisco Printed on 1/27/2020Page 1 of 2 powered by Legistar™ File #:19-982 Agenda Date:12/11/2019 Version:1 Item #:1a. 2.Pursuant to Section 32801 of the Law,the members of the Parking Authority hereby adopt by reference the personnel system set forth in Title 3 of the City of South San Francisco Municipal Code,as Title 3 exists as of the date of this Resolution and as hereafter may be amended from time to time, as the personnel rules and regulations applying to all employees of the Parking Authority. 3.Pursuant to Section 32801 of the Law,the members of the Parking Authority hereby adopt by reference the Conflict of Interest Code established by the City Council for the City by Resolution No.129-87,as such code exists as of the date hereof and as hereafter amended,as the procedures affecting conflicts of interest involving the Parking Authority. 4.The Parking Authority shall hold not less than one meeting per year,which meeting shall be held on the second Wednesday of the month of December at 7:00 p.m.at the South San Francisco City Council Chamber located at the Municipal Services Building (“MSB”)at 33 Arroyo Drive,South San Francisco,California,94080 or at such other place or time as may be designated by the Parking Authority by Resolution;further,regular meetings of the Parking Authority may be held on the same day and time as regular meetings of the City Council,the second and fourth Wednesdays of each month. 5.This resolution shall take effect immediately upon its passage. ***** City of South San Francisco Printed on 1/27/2020Page 2 of 2 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-983 Agenda Date:12/11/2019 Version:1 Item #:1b. Resolution of the Parking Authority of the City of South San Francisco Adopting Bylaws of the Parking Authority WHEREAS,the City Council adopted Resolution No.137-2019 on October 9,2019 declaring that there is a need for a parking authority to function in the City of South San Francisco (“City”)and declaring that the members of the City Council are the members of the parking authority so formed,all pursuant to the Parking Law of 1949, commencing with California Streets & Highways Code Section 32500, et seq. (the “Law”); and WHEREAS,the legal name of the parking authority shall be “Parking Authority of the City of South San Francisco, a public body corporate and politic” (“Parking Authority”); and WHEREAS,the Parking Authority has caused to be prepared bylaws that are to be the rules and regulations establishing a framework for its operation, administration, meetings, and management of the Parking Authority; and WHEREAS, the Parking Authority desires to approve its bylaws; and WHEREAS,the Parking Authority has considered such bylaws at an open public meeting and provided the public an opportunity to comment on such agenda item and now desires to approve the bylaws of the Parking Authority of the City of South San Francisco for the orderly conduct of business of the Parking Authority. NOW,THEREFORE,the Parking Authority of the City of South San Francisco,does hereby resolve as follows: 1.The “Bylaws of the Parking Authority of the City of South San Francisco”(herein,“Bylaws”) attached hereto as Exhibit A and incorporated herein by this reference as though fully set forth herein are hereby adopted and approved as the official Bylaws of the Parking Authority of the City of South San Francisco. 2.This resolution shall take effect immediately upon its passage. ***** City of South San Francisco Printed on 1/27/2020Page 1 of 1 powered by Legistar™ BYLAWS OF THE PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO EXHIBIT A 1 Section 1. Name. The official name of the Parking Authority formed pursuant to the California Parking Law of 1949, Streets and Highways Code Section 32500, et seq. (the “Law”) shall be the “Parking Authority of the City of South San Francisco, a public body corporate and politic” (herein referred to as the “Parking Authority”). The Parking Authority was formed by City Council Resolution No. 137-2019 adopted on October 9, 2019 pursuant to the Law, and on December __, 2019 by Resolution No. ______ the Parking Authority approved certain initial administrative matters and to carry out certain initial administrative matters, including the appointment of officers as more fully set forth herein. Section 2. Parking Authority Board Members. The Parking Authority shall be administered by a governing board whose members shall be the members of the City Council of the City of South San Francisco (“City Council”), which governing board shall be referred to as the “Parking Authority Board.” The term of office as a member of the Parking Authority Board shall terminate when such member of the Parking Authority Board shall cease to be a member of the City Council; and the appointed or elected successor, as applicable thereto, to such member of the City Council shall become a member of the Parking Authority Board. The Parking Authority Board shall be chaired by a “Chair.” The Chair shall be the Mayor of the City of South San Francisco unless the Parking Authority Board elects another of its members to serve as Chair. The Chair shall preside at all meetings of the Parking Authority. Section 3. Office. The business office of the Parking Authority shall be at South San Francisco City Hall, 400 Grand Avenue, South San Francisco, CA 94080, or at such other place as may be designated by the Parking Authority Board. Section 4. Compensation. Members may receive their actual and necessary expenses, including traveling expenses incurred in the discharge of their duties, but only when authorized by the Parking Authority Board and if there are unencumbered funds available for such purpose in compliance with and pursuant to applicable laws and regulations. Section 5. Officers. The Officers of the Parking Authority shall be the Executive Director, Assistant Executive Director, Parking Authority Secretary, Parking Authority Counsel, Finance Officer, and Treasury Manager. Section 6. Executive Director. The Executive Director of the Parking Authority shall be the City Manager of the City of South San Francisco or such other person as may be appointed by the 2 Parking Authority Board. The term of office shall be from the date of his or her appointment through the date of the first regular meeting of the Parking Authority in the next succeeding calendar year; provided that he or she shall serve until a successor has been duly appointed. The Executive Director shall submit such information and recommendations to the Parking Authority Board as he or she may consider proper concerning the business, policies and affairs of the Parking Authority. The Executive Director also serves as the chief executive officer of the Parking Authority and shall be responsible for execution and supervision of the affairs of the Parking Authority. Except as otherwise authorized by resolution of the Parking Authority Board, the Executive Director or the Executive Director’s designee shall sign all contracts, deeds and other instruments executed by the Parking Authority. Section 7. Assistant Executive Director. The Assistant Executive Director shall be the Assistant City Manager of the City of South San Francisco, or Interim City Manager of the City of South San Francisco, if any, or such other person as may be appointed by the Parking Authority Board. The term of office shall be from the date of his or her appointment through the date of the first regular meeting of the Parking Authority in the next succeeding calendar year; provided that he or she shall serve until a successor has been elected. The Assistant Executive Director shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director. In case of the resignation or death of the Executive Director, the Assistant Executive Director shall perform such duties as are imposed on the Executive Director, until such time as the members shall appoint a new Executive Director. Section 8. Parking Authority Secretary. The Parking Authority Secretary shall be the City Clerk of the City of South San Francisco or such other person as may be appointed by the Parking Authority Board. The Parking Authority Secretary shall keep the records of the Parking Authority, shall act as Parking Authority Secretary at the meetings of the Parking Authority and record all votes, and shall keep a record of the proceedings of the Parking Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Section 9. Parking Authority Counsel. The Parking Authority Counsel shall be appointed by the Parking Authority Board and shall serve at the pleasure of the Parking Authority. The initial Parking Authority Counsel is the City Attorney of the City of South San Francisco (the “City Attorney”). The Parking Authority Counsel shall be responsible for the preparation of all proposed resolutions, laws, rules, contracts, bonds and other legal papers for the Parking Authority. The Parking Authority Counsel shall give advice or opinions in writing to the Chair, Executive Director or other 3 Parking Authority officers when and if requested to do so. The Parking Authority Counsel or as directed by the Parking Authority shall attend to all lawsuits or other matters to which the Parking Authority is a party or in which the Parking Authority may be legally interested and do such other things pertaining to the Parking Authority Counsel’s office as the Parking Authority may request; provided however, where the City Attorney is not currently serving in the capacity of Parking Authority Counsel, the Parking Authority may also direct the City Attorney to attend to all lawsuits or other matters to which the Parking Authority is a party or in which the Parking Authority may be legally interested, as elected by the Parking Authority. Section 10. Finance Officer and Treasury Manager. The Finance Officer and Treasury Manager shall be the officer of the City of South San Francisco designated by the City of South San Francisco to serve in the capacity as the chief financial officer, finance director or head of the finance department, or such other person or persons as may be appointed by the Parking Authority Board, which person may be the Executive Director or Assistant Executive Director. The Finance Officer and Treasury Manager shall have the care and custody of all funds of the Parking Authority and shall be authorized to cause the deposit of such funds in the name of the Parking Authority in such bank, banks, or other financial institutions, including without limitation the State of California Treasurer, Local Agency Investment Fund (“LAIF”), as the Parking Authority may select and pursuant to an investment policy considered and approved by the Parking Authority. The Finance Officer and Treasury Manager shall keep regular books of account, showing receipts and expenditures, and shall render to the Parking Authority at each regular meeting, or more often when requested, an account of transactions and the financial conditions of the Parking Authority. Section 11. Appointment of Officers. The initial appointment of officers occurred pursuant to Parking Authority Resolution No. ______ on November __, 2019 and the new appointment or reappointment of officers shall be the first order of business at the first meeting of the Parking Authority, regular or special, held in each calendar year. Section 12. Authority to Bind Parking Authority; City of South San Francisco Council Policies Apply to Parking Authority. No member, officer, agent or employee of the Parking Authority, without prior specific or general authority by a vote of the Parking Authority Board, shall have any power or authority to bind the Parking Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount; provided however, the Parking Authority may authorize the Executive Director to enter into a contract or contracts as authorized in and consistent with the 4 City’s policies, which policies shall be deemed to apply to the Parking Authority under these bylaws (herein, “Council Policies”). Section 13. Appointment of Employees and Agents. The Parking Authority may from time to time request from the City the services of such personnel, counsel or agents, permane nt or temporary, as may be necessary to carry out the business and affairs of the Parking Authority. The Parking Authority Board may in addition employ temporary professional and technical personnel on such terms and at such rates of compensation as the Parking Authority may determine, subject to all applicable laws, and provided that adequate sources of funds are identified for the payment of such temporary professional and technical services and subject to the applicable Council Policies. Section 14. Regular Meetings. Regular meetings shall be held in the Council Chambers at City Hall or at such other place as the Chair may designate, on dates and at a time as fixed by Resolution of the Parking Authority, which as of the date hereof are generally concurrent with meetings of the City Council; provided that any such regular meeting may be suspended or cancelled if there is no business to attend to. If at any time any regular meeting falls on a legal holiday, such regular meeting shall be held on the next business day at the same time unless otherwise scheduled by the Parking Authority and consistent with meeting dates of the City Council. Pursuant to and in compliance with the Ralph M. Brown Act, Government Code Section 54950, et seq. (“Brown Act”), at least 72 hours before a regular meeting, an agenda containing a brief general description of each item of business to be transacted or discussed shall be posted at a location freely accessible to members of the public; further, such agenda shall specify the time and loca tion of the regular meeting. No action shall be taken on any item not appearing on the posted agenda except as permitted by the Brown Act or other applicable laws and regulations. Section 15. Special Meetings. Subject to and pursuant to the provisions of the Brown Act, a special meeting may be called at any time by the Chair or upon the request of two of the members of the Parking Authority by delivering written notice to each member and to each person or entity entitled by law to receive such notices. Notices to the Parking Authority Board shall be sufficient if delivered to the Parking Authority Secretary. Notices to other persons or entities entitled by law to receive notices must be delivered personally or by mail and must be received at least 24 hours before the time of such special meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted and shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. No other business 5 shall be considered at such meetings by the Parking Authority Board. Such written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with t he Parking Authority Secretary a written waiver of notice. Such waiver may be given electronically. Such written notice may also be dispensed with as to any member who is actually present at the time it convenes. Section 16. Closed Sessions. Nothing contained in these bylaws shall be construed to prevent the Parking Authority Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session subject to and pursuant to the provisions of the Brown Act. Section 17. Public Hearings. All public hearings held by the Parking Authority Board shall be held during regular or special meetings of the Parking Authority Board. Section 18. Adjourning Meetings and Continuing Public Hearings to Other Times or Places. The Parking Authority Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all members are absent from any regular meeting or adjourned regular meeting the Parking Authority Secretary may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuou sly posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or re -continued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided, that if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. Section 19. Meetings to be Open and Public. All meetings of Parking Authority members to take action or to deliberate concerning Parking Authority business and its conduct shall be open and 6 public and are subject to and shall be held in compliance wit h the Brown Act. All persons shall be permitted to attend any such meetings except as otherwise provided as permitted by law and these bylaws. Section 20. Quorum. A majority of the members of the Parking Authority Board shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other official purposes, except that less than a quorum may adjourn from time to time until a quorum is obtained. Section 21. Order of Business. At the regular meeting of the Parking Authority, the general order of business shall be consistent with the Council Policies and may be conducted concurrently with the business of the City of South San Francisco. As of the date hereof the order is a follows: (a) Roll Call (b) Pledge of Allegiance (c) Closed Session (d) Report of Closed Session (e) Presentations (f) Public Comments (g) Consent Calendar (h) Public Hearings (i) Administrative Business (j) Legislative Business (k) 13Chair and Committee Reports (l) Staff Reports (m) Member Comments and Actions (n) Adjournment 7 Section 22. Parliamentary Procedure. The rules of parliamentary procedure set forth in Robert’s Rules of Order shall govern all meetings of the Parking Authority, except as otherwise herein provided or as otherwise provided in the Council Policies. Section 23. Amendments to Bylaws. These bylaws may be amended by the Parking Authority Board at any regular or special meeting by majority vote. City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-984 Agenda Date:12/11/2019 Version:1 Item #:1c. Resolution of the Parking Authority of the City of South San Francisco Authorizing the Execution and Delivery of a Joint Exercise of Powers Agreement By and Between the City of South San Francisco and the Parking Authority of the City of South San Francisco WHEREAS,the Parking Authority of the City of South San Francisco (the “Parking Authority”)is a Parking Authority established pursuant to the Parking Law of 1949,commencing with California Streets &Highways Code Section 32500, et seq., and all successor statutes and implementing regulations thereto; and WHEREAS,the Parking Authority,acting pursuant to Article I (commencing with Section 6500)of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (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 and,pursuant to Government Code Section 6588, exercise certain additional powers; and WHEREAS,the City of South San Francisco (the “City”)and the Parking Authority desire to create and establish the City of South San Francisco Public Facilities Financing Authority (the “Authority”)pursuant to the JPA Act; and WHEREAS,there has been presented at this meeting a proposed form of Joint Exercise of Powers Agreement [Exhibit A],dated as of December 1,2019 (the “Joint Powers Agreement”),by and between the City and the Parking Authority, which Joint Powers Agreement creates and establishes the Authority; and WHEREAS,under California law and the Joint Powers Agreement,the Authority will be a public entity separate and apart from the parties to the Joint Powers Agreement,and the debts,liabilities and obligations of the Authority will not be the debts,liabilities or obligations of the City,the Parking Authority or any representative of the City or the Parking Authority serving on the governing body of the Authority. NOW,THEREFORE,the Parking Authority of the City of South San Francisco,does hereby resolve as follows: 1.The above recitals and the statements,findings and determinations set forth in the preamble of the Joint Powers Agreement are true and correct. 2.The form of the Joint Powers Agreement on file with the Parking Authority Secretary is hereby approved.The Chair or the Executive Director or the designee thereof is hereby authorized and directed,on behalf of the Parking Authority,to execute and deliver the Joint Powers Agreement substantially in the approved form,with such changes as may be recommended by Parking Authority Counsel or Stradling Yocca Carlson &Rauth,a Professional Corporation,as BondCity of South San Francisco Printed on 1/27/2020Page 1 of 2 powered by Legistar™ File #:19-984 Agenda Date:12/11/2019 Version:1 Item #:1c. Authority Counsel or Stradling Yocca Carlson &Rauth,a Professional Corporation,as Bond Counsel, said execution being conclusive evidence of such approval. 3.The Chair or the Executive Director or the designee thereof and any other proper officer of the Parking Authority,acting singly,be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Joint Powers Agreement and this resolution.All prior actions of such officers or staff of the Parking Authority with respect thereto are hereby ratified and approved. 4.This resolution shall take effect immediately upon its passage. ***** City of South San Francisco Printed on 1/27/2020Page 2 of 2 powered by Legistar™ JOINT EXERCISE OF POWERS AGREEMENT by and between CITY OF SOUTH SAN FRANCISCO and PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO creating the CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES FINANCING AUTHORITY dated as of December 1, 2019 EXHIBIT A TABLE OF CONTENTS Page i Section 1. Definitions ....................................................................................................................... 2 Section 2. Purpose ............................................................................................................................ 3 Section 3. Term ................................................................................................................................ 3 Section 4. The Authority .................................................................................................................. 3 A. Creation of the Authority .................................................................................... 3 B. Governing Board ................................................................................................. 3 C. Meetings of Board ............................................................................................... 3 D. Officers; Duties; Bonds ....................................................................................... 5 Section 5. Powers ............................................................................................................................. 7 Section 6. Termination of Powers .................................................................................................... 7 Section 7. Fiscal Year ....................................................................................................................... 7 Section 8. Disposition of Assets ....................................................................................................... 7 Section 9. Contributions and Advances............................................................................................ 7 Section 10. Bonds ............................................................................................................................... 8 A. Authority To Issue Bonds .................................................................................... 8 B. Bonds Limited Obligations.................................................................................. 8 Section 11. Agreement Not Exclusive ................................................................................................ 8 Section 12. Accounts and Reports ...................................................................................................... 8 A. Audits .................................................................................................................. 9 B. Audit Reports ...................................................................................................... 9 Section 13. Funds ............................................................................................................................... 9 Section 14. Conflict of Interest Code ................................................................................................. 9 Section 15. Breach .............................................................................................................................. 9 Section 16. Notices ............................................................................................................................. 9 Section 17. Withdrawal ...................................................................................................................... 9 Section 18. Effectiveness.................................................................................................................. 10 Section 19. Severability .................................................................................................................... 10 Section 20. Successors; Assignment ................................................................................................ 10 Section 21. Amendment of Agreement ............................................................................................ 10 Section 22. Form of Approvals ........................................................................................................ 10 Section 23. Waiver of Personal Liability ......................................................................................... 10 Section 24. Section Headings ........................................................................................................... 10 Section 25. Miscellaneous ................................................................................................................ 11 JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT, dated as of December 1, 2019, is entered into by and between the CITY OF SOUTH SAN FRANCISCO (the “City”), a general law city organized and existing under the laws of the State, and the PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO (the “Parking Authority”), a parking authority organized and existing under the laws of the State (each of the City and the Parking Authority, a “Member”). DECLARATION OF PURPOSE A. Chapter 5 of Division 7 of Title 1 of the Government Code authorizes the City and the Parking Authority to create a joint exercise of powers entity which has the power to exercise any powers common to the City and the Parking Authority and to exercise additional powers granted to it under the Act (defined below), including but not limited to the issuance of bonds, (defined under Section 6584(c)(4) of the Act to include certificates of participation), pursuant to Section 6588 thereof. This Agreement creates such an entity, which shall be known as the City of South San Francisco Public Facilities Financing Authority, for the purposes and to exercise the powers described herein. B. Article 4 of the Act (known as the “Marks-Roos Local Bond Pooling Act of 1985,” Government Code Section 6584 et seq.) authorizes and empowers the Authority to issue Bonds (defined below) and to purchase bonds issued by, or to make loans to, the City or the Parking Authority or other public or private entity for financing or providing interim financing for the acquisition, construction, installation and improvement of public facilities and other public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the City or the Parking Authority. The Marks-Roos Local Bond Pooling Act of 1985 further authorizes and empowers the Authority to sell Bonds so issued or purchased to public or private purchasers at public or negotiated sale. C. Each of the Members may accomplish the purposes and objectives described in the preceding preamble by various means, including through making grants, loans or providing other financial assistance to governmental and nonprofit organizations. D. Each Member is also empowered by law to acquire and dispose of real property for a public purpose. E. The Act authorizes the Members to create a joint exercise of powers entity with the authority to exercise any powers common to the Members, as specified in this Agreement, and to exercise the additional powers granted to it in the Act and any other applicable provisions of the laws of the State of California. F. A public entity established pursuant to the Act is empowered to issue or execute bonds, notes, commercial paper or any other evidences of indebtedness, including leases or installment sale agreements or certificates of participation therein, and to otherwise undertake financing programs under the Act or other applicable provisions of the laws of the State of California to accomplish its public purposes. 2 G. The Members have determined to specifically authorize a public entity authorized pursuant to the Act to issue Bonds (as defined below) pursuant to the Act or other applicable provisions. H. It is the desire of the Members to use a public entity established pursuant to the Act to undertake the financing and/or refinancing of projects of any nature, including, but not limited to, capital or working capital projects, insurance, liability or retirement programs or facilitation Members use of existing or new financial instruments and mechanisms. I. It is further the intention of the Members that the projects undertaken will result in significant public benefits to the inhabitants of the jurisdictions of the Members. TERMS OF AGREEMENT Section 1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Agreement have the meanings herein specified. Act. The term “Act” means Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code (Section 6500 et seq.), as amended from time to time. Agreement. The term “Agreement” means this Joint Exercise of Powers Agreement, as it may be amended from time to time, creating the Authority. Authority. The term “Authority” means the City of South San Francisco Public Facilities Financing Authority created by this Agreement. Board. The term “Board” means the governing board of the Authority, which shall be comprised of the City Council of the City as set forth in Section 4.B hereof. Bonds. The term “Bonds” means bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act, including but not limited to Section 6584(c) thereof. Brown Act. The term “Brown Act” means the Government Code provisions at Section 54950 et seq. governing the notice and agenda requirements for meetings of government agencies in the State and any later amendments, revisions, or successor enactments. City. The term “City” means the City of South San Francisco, a general law city organized and existing under the laws of the State. Fiscal Year. The term “Fiscal Year” has the meaning set forth in Section 7. Government Code. The term “Government Code” means the Government Code of the State. Indenture. The term “Indenture” means each indenture, trust agreement or other such instrument pursuant to which Bonds are issued. Member. The term “Member” or “Members” means the City and/or the Parking Authority, as appropriate. 3 Parking Authority. The term “Parking Authority” means the Parking Authority of the City of South San Francisco, a Parking Authority organized and existing pursuant to the Parking Law of 1949, Streets and Highways Code Section 32500 et seq., and all successor statutes and implementing regulations thereto. State. The term “State” means the State of California. Streets and Highways Code. The term “Streets and Highways Code” means the Streets and Highways Code of the State. Section 2. Purpose. This Agreement is made pursuant to the Act for the purpose of assisting in the financing and refinancing of capital improvement projects of the Members and other activities of the Members as permitted under the Act by exercising the powers referred to in this Agreement. Section 3. Term. This Agreement shall become effective in accordance with Section 18 hereof and shall continue in full force and effect until terminated by a supplemental agreement of the Parking Authority and the City; provided, however, that in no event shall this Agreement terminate while any Bonds or other obligations of the Authority remain outstanding under the terms of any indenture, trust agreement, contract, agreement, lease, sublease or other instrument pursuant to which such Bonds are issued or other obligations are incurred. Section 4. The Authority. A. Creation of the Authority. There is hereby created pursuant to the Act an authority and public entity to be known as the “City of South San Francisco Public Facilities Financing Authority.” As provided in the Act, the Authority shall be a public entity separate from the City and the Parking Authority. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Parking Authority. Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State in the manner set forth in Section 6503.5 of the Act. Such notice shall also be filed with the office of the Controller of the State. B. Governing Board. The Authority shall be administered by the Board, which shall consist of the City Council of the City. The term of office as a member of the Board shall terminate when such member of the Board shall cease to hold his or her respective office at the City; and the successor to such officer or director of the City shall become a member of the Board upon assuming such office. C. Meetings of Board. (1) Time and Place. The Board shall hold its regular meetings concurrently with and/or immediately following the regular meetings of the City and the same shall occur consistent with the schedule set by resolution of the City for its regular meetings as to time/place and location. The Board may suspend the holding of regular meetings so long as there is no need for Authority business, and provided that any action taken regarding the sale of Bonds shall occur by resolution placed on a noticed and posted meeting agenda consistent with the requirements 4 for regular meetings under the Brown Act. At all times, each regular meeting of the Authority shall take place pursuant to a 72 hour notice and agenda requirement or as otherwise provided by the Brown Act. The Board may hold special meetings at any time and from time to time in accordance with the Brown Act. A special meeting may be called at any time by the Secretary of the Authority or the Executive Director of the Authority by delivering written notice to each Board member. Such written notice may be dispensed with as to any Board member who at or prior to the time the meeting convenes files with the Secretary of the Authority a written waiver of notice. Such waiver may be given by telegram or telecopy. Such written notice may also be dispensed with as to any member who is actually present at the meeting. Nothing contained in this Agreement shall be construed to prevent the Board from holding closed sessions during a regular or special meeting concerning any matter permitted by law to be considered in a closed session. All public hearings held by the Board shall be held during regular or special meetings of the Board. The Board may adjourn any meeting to a time and place specified in the order of adjournment. Less than a quorum may so adjourn from time to time. If all Board members are absent from any regular meeting or adjourned regular meeting, the Secretary or acting Secretary of the Authority may declare the meeting adjourned to a stated time and place and shall cause a written notice of the adjournment to be given in the same manner as provided for special meetings unless such notice is waived as provided for special meetings. A copy of the order or notice of adjournment shall be conspicuously posted on or near the door of the place where the meeting was held within 24 hours after the time of the adjournment. When a regular or adjourned regular meeting is adjourned as provided in this Section, the resulting adjourned regular meeting is a regular meeting for all purposes. When an order of adjournment of any meeting fails to state the hour at which the adjourned meeting is to be held, it shall be held at the hour specified for regular meetings. Any public hearing being held, or any hearing noticed or ordered to be held at any meeting may by order or notice of continuance be continued or re-continued to any subsequent meeting in the same manner and to the same extent set forth herein for the adjournment of the meetings; provided that, if the hearing is continued to a time less than 24 hours after the time specified in the order or notice of hearing, a copy of the order or notice of continuance shall be posted immediately following the meeting at which the order or declaration of continuance was adopted or made. The Chair of the Board or the Executive Director of the Authority shall prepare or approve the agenda of all meetings. Business will be conducted according to the agenda, except when determined by the Board as permitted by law. The presiding officer at the meeting shall determine the rules of conduct. (2) Legal Notice. All regular and special meetings of the Board shall be called, noticed, held and conducted subject to the provisions of the Brown Act. 5 (3) Minutes. The Secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as practicable after each meeting, cause a copy of the minutes to be forwarded to each member of the Board. (4) Quorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. Any action or decision of the Authority shall be on motion duly approved by a majority of the Board at a lawfully held meeting. D. Officers; Duties; Bonds. (1) The officers of the Authority shall be the Chair, the Vice Chair, the Secretary, the Treasurer and the Executive Director. Such officers may be directors or officers of the City serving ex officio. (A) Chair. The Chair of the Authority shall be the Board member who is the Mayor of the City. The term of office shall be the same as the term of the Mayor of the City. The Chair shall preside at all meetings of the Authority, and shall submit such information and recommendations to the Board as he or she may consider proper concerning the business, policies and affairs of the Authority. (B) Vice Chair. The Vice Chair shall be the Board member who is the Vice Mayor of the City. The term of office shall be the same as the term of the Vice Mayor of the City. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation or death of the Chair, the Vice Chair shall perform such duties as are imposed on the Chair, until such time as a new Chair is selected or appointed. (C) Secretary. The City Clerk of the City is hereby designated as the Secretary of the Authority. The Secretary shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to the office. Any duly appointed Deputy City Clerk of the City shall perform the duties of the Secretary as a Deputy Secretary in the absence or incapacity of the Secretary. (D) Treasurer. The Director of Finance of the City is hereby designated as the Treasurer of the Authority. Subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and shall file an official bond if so required by the Board of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.1 of the Act. (E) Executive Director. The City Manager of the City is hereby designated as the Executive Director of the Authority and shall be responsible for execution and supervision of the affairs of the Authority. Except as otherwise authorized by resolution of the Board, the Executive Director or the Executive Director’s designee shall sign all contracts, deeds and other instruments executed by the Authority. In addition, subject to the applicable provisions of any trust agreement, indenture or resolution providing for a trustee or other fiscal agent, the Executive Director is designated as the public officer or person who has charge of, handles, or has access to any 6 property of the Authority, and shall file an official bond if so required by the Board and, as such, shall have the powers, duties and responsibilities specified in Section 6505.1 of the Act. (2) So long as required by Sections 6505 and 6505.5 of the Act, the Treasurer of the Authority shall prepare or cause to be prepared: (a) a special audit as required pursuant to Section 6505 of the Act no less frequently than once in every two-year period during the term of this Agreement; and (b) a report in writing on the first day of July, October, January and April of each year to the Board, the City and the Parking Authority, which report shall describe the amount of money held by the Treasurer 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 or other fiduciary in connection with any Bonds to the extent that such trustee or other fiduciary provides regular reports covering such amounts). (3) The services of the officers shall be without compensation by the Authority unless said officers are otherwise compensated in accordance with Section 4.B. hereinabove or as employees of the City. The City will provide such other administrative services as required by the Authority, and shall not receive economic remuneration from the Authority for the provision of such services. (4) 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. (5) 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. (6) 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. (7) 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 shall not constitute debts, liabilities or obligations of the City or the Parking Authority. (8) In any event, the Authority or the City shall cause all records regarding the Authority’s formation, existence, operations, any Bonds issued by the Authority, obligations incurred by it and proceedings pertaining to its termination to be retained for at least six (6) years following termination of the Authority or final payment of any Bonds issued by the Authority, whichever is later. (9) Confirmation of officers shall be the first order of business at the first meeting of the Authority, regular or special, held in each calendar year. (10) No Board member, officer, agent or employee of the Authority, without prior specific or general authority by a vote of the Board, shall have any power or authority 7 to bind the Authority by any contract, to pledge its credit, or to render it liable for any purpose in any amount. Section 5. Powers. The Authority shall have any and all powers which are common powers of the City and the Parking Authority, and any and all powers separately conferred by law upon the Authority. All such powers, whether common to the Members or separately conferred by law upon the Authority, are specified as powers of the Authority to the extent required by law, 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 is hereby authorized, in its own name, to do all acts necessary or convenient for the exercise of its powers, including, but not limited to, any or all of the following: to sue and be sued; to make and enter into contracts; to employ agents, consultants, attorneys, accountants, and employees; to acquire, hold or dispose of property, whether real or personal, tangible or intangible, wherever located; and to issue Bonds or otherwise incur debts, liabilities or obligations to the extent authorized by the Act or any other applicable provision of law and to pledge any property or revenues or the rights thereto as security for such Bonds and other indebtedness. Notwithstanding the foregoing, the Authority shall have 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 hereof. 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 hereof. Section 7. Fiscal Year. Unless and until changed by resolution of the Board, the Fiscal Year of the Authority shall be 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, 2020. Section 8. Disposition of Assets. Upon termination of this Agreement pursuant to Section 3 hereof, any surplus money in possession of the Authority or on deposit in any fund or account of the Authority shall 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 pursuant to Section 3 hereof, all property of the Authority, both real and personal, shall be distributed to the City, subject to Section 9 hereof. 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 the Parking Authority 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 shall be repaid, in the manner agreed upon by the City or the Parking Authority, as the case may be, and the Authority at the time of making such advance as provided by Section 6512.1 of the Act. It is mutually understood and agreed that neither the City nor the Parking Authority 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 8 may do so. The City or the Parking Authority 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. Among other things, the Marks-Roos Local Bond Pooling Act of 1985 authorizes the Authority, to execute and deliver or cause to be executed and delivered certificates of participation in a lease or installment sale agreement with any public or private entity. The Authority, at its option, may issue or cause to be issued bonds, rather than certificates of participation, and enter into a loan agreement with any public or private entity. B. Bonds 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 authority thereof, including the Parking Authority 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 authority thereof, including the Parking Authority 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 authority or instrumentality thereof, including the Parking Authority 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 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 shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and the Parking Authority, except as the terms of this Agreement shall conflict therewith, in which case the terms of this Agreement shall 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 that 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 the Parking Authority and their representatives. 9 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 carry out the requirements of this Section. A. Audits. The Treasurer 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, 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 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 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 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 default shall be made by the City or the Parking Authority in any covenant contained in this Agreement, such default shall not excuse either the City or the Parking Authority from fulfilling its obligations under this Agreement, and the City and the Parking Authority shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The City and the Parking Authority hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and the Parking Authority 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 to the City and the Parking Authority hereunder shall be sufficient if delivered to the Director of Finance of the City. Section 17. Withdrawal. Neither the Parking Authority nor the City may withdraw from this Agreement prior to the end of the term of this Agreement determined in accordance with Section 3. 10 Section 18. Effectiveness. This Agreement shall become effective and be in full force and effect and a legal, valid and binding obligation of the Parking Authority and the City when each party has executed a counterpart of this Agreement. Section 19. Severability. Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be affected thereby. Section 20. Successors; Assignment. This Agreement shall be binding upon and shall inure 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 of Agreement. This Agreement may be amended by supplemental agreement executed by the Members at any time; provided, however, that this Agreement may be terminated only in accordance with Section 3 hereof and, provided further, that such supplemental agreement shall be 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: (A) in the case of the Parking Authority, by resolution duly adopted by the Parking Authority Board; (B) in the case of the City, by resolution duly adopted by the City Council of the City; and (C) 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 Board member, officer or employee of the Authority, the City or the Parking Authority shall be individually or personally liable for any claims, losses, damages, costs, injury and liability of any kind, nature or description arising from the actions of the Authority or the actions undertaken pursuant to this Agreement, and the City shall defend such Board members, officers or employees against any such claims, losses, damages, costs, injury and liability. Without limiting the generality of the foregoing, no Board member, officer or employee of the Authority or of any Member shall be personally liable on any Bonds or be subject to any personal liability or accountability by reason of the issuance of Bonds pursuant to the Act and this Agreement. To the fullest 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 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 Authority. 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. 11 Section 25. 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 Parking Authority or the City, such action may be exercised through the officers, staff or employees of the Parking Authority or the City, as the case may be, in the manner provided by law. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] S-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO By: Michael Futrell, City Manager Attest: Rosa Govea Acosta, City Clerk Approved as to Form: Sky Woodruff, City Attorney PARKING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO By: Michael Futrell, Executive Director Attest: Rosa Govea Acosta, Secretary Approved as to Form: Sky Woodruff, Authority Counsel