HomeMy WebLinkAboutReso 03-2019 (19-984) Joint Powers Agreement - Parking AuthorityCity of South San Francisco Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
Parking Authority
Resolution: RES 03-2019
File Number: 19-984 Enactment Number: RES 03-2019
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.
City of South San Francisco Page 1
File Number.' 19-984
Enactment Number. RES 03-2019
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 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.
At a meeting of the Parking Authority on 12/11/2019, a motion was made by Boardmember Nagales,
seconded by Boardmember Nicolas, that this Resolution be approved. The motion passed.
Yes: 4 Chair Garbarino, Vice Chair Addiego, Boardmember Nagales, and Boardmember
Nicolas
Abstain: 1 Boardmember Matsumoto
Attest by
4v A4., Ao'4�
Rosa Govea Acosta, Parking Authority Secretary
City of South San Francisco Page 2
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