HomeMy WebLinkAboutItem No. 01 Adopt Reso 2016-Text File
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 16-362
Agenda Date: 9/13/2016 Status: Consent AgendaVersion: 1
File Type: ReportIn Control: Parking Authority
Agenda Number: 1)
Page 1 City of Lake Elsinore Printed on 9/8/2016
Parking Authority
Page 1
REPORT TO PARKING AUTHORITY
To:Chair and Members of the Parking Authority
From:Grant Yates, Executive Director
Prepared by: Jason Simpson, Assistant Executive Director
Date:September 13, 2016
Subject: Adopt Resolutions of the Parking Authority of the City of Lake Elsinore,
Designating Officers of the Parking Authority, Adopting Personnel Rules
and Regulations, Adopting a Conflict of Interest Code, Providing for the
Time and Place of Holding Regular Meeting, and Adopting Bylaws of the
Parking Authority and Authorizing the Execution and Delivery of a Joint
Exercise of Powers Agreement
Recommendations
That the Parking Authority adopt:
Resolution No. 2016 - _________
Resolution of the Parking Authority of the City of Lake Elsinore, 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 meeting of the
Parking Authority
Parking Authority
Page 2
Resolution No. 2016 - _________
Resolution of the Parking Authority of the City of Lake Elsinore adopting bylaws of
the Authority
Resolution No. 2016 - _________
Resolution of the Parking Authority of the City of Lake Elsinore, authorizing the
execution and delivery of a joint exercise of powers agreement by and between the
City of Lake Elsinore and the Parking Authority of the City of Lake Elsinore
Background
On April 12, 2016, City Council conceptually approved proceeding with the issuance of lease
revenue bonds to finance the development of the La Laguna Resort. The use of lease revenue
bonds to finance general infrastructure is commonly used by cities in California. Under this
financing structure, a joint powers authority (established between public agencies such as the
City and Parking Authority) is utilized for the sole purpose of issuing bonds for the benefit of the
issuer. City Council recognized this need and took the next step in the issuance of lease
revenue bonds by approving the formation of the Parking Authority on August 23, 2016. With
formation of the Parking Authority complete, the next step in the process is to approve the
formation of a joint powers authority consisting of the City and the newly created Parking
Authority (the “Lake Elsinore Facilities Financing Authority”).
In addition to approving the new joint powers authority, the Parking Authority is being asked to
designate officers, adopt personnel rules, regulations, and bylaws, and provide a time and place
for the holding of regular meetings. The “organizational” resolutions of the Parking Authority
provide for the City Council and City officials to serve as officials of the Parking Authority,
establish procedural rules, meeting dates and approve the conflicts of interest rules of the City
as those of the Parking Authority.
Discussion
Under a “lease revenue bond” financing, the City would lease certain City-owned assets to a
joint powers authority for a nominal amount (one dollar) who would then lease these assets
back to the City for a fixed annual rental payment (rental payments). These rental payments
would be pledged by the joint powers authority toward repayment of annual bond payments (in
a like amount).
The City’s rental payments would be payable from the City’s General Fund. The City’s rental
payments would be payable from the City’s General Fund. Project income (i.e.
campsite/RV/cabin rental, concession and boat storage fees & income) would be revenue to the
City’s General Fund which would be expected to offset the rental payments. However, if the
rental payments exceed project revenues, the General Fund would be responsible for the
shortfall.
The proposed lease revenue bonds are anticipated to be secured by a variety of city assets that
are expected to be determined at a later date. The ultimate set of assets will be approved by
City Council at the time the financing is ultimately approved. It is anticipated that the proposed
lease revenue bonds will be supported with municipal bond insurance and debt service reserve
fund insurance surety policy.
Parking Authority
Page 3
Now that formation of the Parking Authority is complete, City staff now asks both City Council
and the Parking Authority to approve the formation of the Lake Elsinore Facilities Financing
Authority, a joint powers agreement between the City and Parking Authority for the sole purpose
of issuing lease revenue bonds. Additionally, the Parking Authority is being asked to designate
officers, adopt personnel rules, regulations, and bylaws, and provide a time and place for the
holding of regular meetings. Once again, directing staff to move forward does not authorize the
issuance of the lease revenue bonds. If approval is given to establish the Lake Elsinore
Facilities Financing Authority, City staff will bring bond documents in connection with the
issuance of lease revenue bonds for consideration by the City Council and the Parking Authority
in early October.
City staff continues to work with Urban Futures, Inc. (“UFI”) in evaluating the financial feasibility
of creating an Enhanced Infrastructure Financing District (“EIFD”) to fund critical infrastructure
projects aimed at improving sustainability of Lake Elsinore, enhancing public access and
utilization of the Lake, and supporting new public and private investment around the Lake,
including infrastructure upgrades and land development.
An EIFD is a prime and unique model of the legislative intent to create public benefit from
infrastructure projects focused on the health, sustainability, and utilization of the single greatest
regional asset in Lake Elsinore, the Lake itself. The Lake is not only a tourist destination and
recreational amenity for the region, it is also a vital and threatened component of the broader
watershed system. Water quality and overall sustainability of the Lake is therefore a major focus
of the EIFD. It’s staff belief the financing for the La Laguna as well as the development and
implementation of the EIFD focused on the lake itself are two critical components of managing
the City’s greatest assets and utilizing the asset for the benefit of the community and those that
wish to enjoy recreational activities in the City while also utilizing the City’s restaurants and
businesses. Simply stated, the development of La Laguna as a world class facility can be
economic engine for the local and regional economy while also providing an educational
opportunity for those interested in natural resource sustainability.
Fiscal Impact
At this point in the process, there is no cost to the City of Lake Elsinore or the Parking Authority.
Authorizing the establishment of the Lake Elsinore Facilities Financing Authority is the next step
in the process of issuing the proposed lease revenue bonds. Approval of these resolutions does
not authorize the issuance of lease revenue bonds. City staff will bring bond documents in
connection with the issuance of lease revenue bonds for consideration by the City Council and
Parking Authority at a later date.
Exhibits
A.Resolution No. 2016-__
B.Resolution No. 2016-__
C.Bylaws
D.Resolution No. 2016-__
E.Joint Powers Agreement
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PARKING AUTHORITY RESOLUTION NO. 2016-____
RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE, CALIFORNIA, 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 MEETING OF THE PARKING AUTHORITY
WHEREAS, the City Council adopted Resolution No. 2016-102 on August 23, 2016 declaring
that there is a need for a Parking Authority to function in the City of Lake Elsinore (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. (Law); and,
WHEREAS, the legal name of the Parking Authority shall be the “Parking Authority of the City of
Lake Elsinore”, 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 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 LAKE ELSINORE
HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:
Section 1. Officers of the Parking Authority. 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/Finance
Officer and Treasury Manager
City Attorney Parking Authority Counsel
City Clerk Parking Authority Secretary
Section 2. Personnel Rules and Regulations. Pursuant to Section 32801 of the Law, the
members of the Parking Authority hereby adopt by reference the personnel system set forth in
the City of Lake Elsinore Municipal Code, as that Article 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.
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Section 3. Conflicts of Interest. 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. 2014-039 on June 24, 2014, as such code exists as
of the date hereof and as hereafter amended, as the procedures affecting conflicts of interest
involving the Parking Authority.
Section 4. Meetings. The Parking Authority hereby establishes a regular meeting schedule
of the Authority, consisting of the second (2nd) and fourth (4th) Tuesday of every month at
7:00 p.m., or as soon thereafter as the City of Lake Elsinore City Council meeting is
concluded, for which an agenda is posted at least 72 hours in advance of the meeting
(each, a “Regular Meeting), beginning September 27, 2016. In the event there is no
scheduled business to conduct, no agenda for the Parking Authority shall be posted and
such regular meeting shall be automatically canceled thereby; provided, however, the
Parking Authority shall hold not less than one regular meeting per year, which meeting shall be
held on the second Tuesday of the month of December. Regular meetings of the Parking
Authority shall be held at 7:00 p.m., or as soon thereafter as the City of Lake Elsinore City
Council meeting is concluded, at the Lake Elsinore City Council Chamber located at 183 N.
Main Street, Lake Elsinore, California, 92530 or at such other place or time as may be
designated by the Parking Authority by Resolution.
PASSED, APPROVED AND ADOPTED this 13th day of September, 2016.
PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE, a public body, corporate and politic
Chair
ATTEST:
Parking Authority Secretary
APPROVED AS TO FORM:
__________________________
Parking Authority Counsel
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RESOLUTION NO. 2016- __________
A RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE, CALIFORNIA, ADOPTING BYLAWS OF THE AUTHORITY
WHEREAS, the City Council adopted Resolution No. 2016-102 on August 23, 2016, declaring
that there is a need for a parking authority to function in the City of Lake Elsinore (“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
Lake Elsinore, a public body corporate and politic” (“Parking Authority”);
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 Lake Elsinore for the orderly conduct
of business of the Parking Authority.
NOW, THEREFORE, THE PARKING AUTHORITY OF THE CITY OF LAKE ELSINORE
HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:
Section 1. The “Bylaws of the Parking Authority of the City of Lake Elsinore” (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 Lake Elsinore.
Section 2. The Parking Authority Secretary shall certify to the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED this 13th day of September, 2016.
PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE, a public body, corporate and politic
Chair
ATTEST:APPROVED AS TO FORM:
__________________________
Parking Authority Secretary Parking Authority Counsel
EXHIBIT A
BYLAWS
[attached]
BYLAWS
OF THE
PARKING AUTHORITY OF THE CITY OF LAKE ELSINORE
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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 Lake Elsinore, a public body corporate and politic”
(herein referred to as the “PACS”. The PACS was formed by City Council Resolution No. 2016-
102 adopted on August 23, 2016 pursuant to the Law, and on September 13, 2016 by
Resolution No. ______ the PACS 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.PACS Board Members. The PACS shall be administered by a
governing board whose members shall be the members of the City Council of the City of Lake
Elsinore (“City Council”), which governing board shall be referred to as the “PACS Board”. The
term of office as a member of the PACS Board shall terminate when such member of the PACS
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 PACS
Board. The PACS Board shall be chaired by a “Chair.” The Chair shall be the Mayor of the City
of Lake Elsinore unless the PACS Board elects another of its members to serve as Chair. The
Chair shall preside at all meetings of the PACS.
Section 3.Office. The business office of the PACS shall be at Lake Elsinore
City Hall, 130 South Main Street, Lake Elsinore, CA 92530, or at such other place as may be
designated by the PACS 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 PACS 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 PACS 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 PACS shall be the
City Manager of the City of Lake Elsinore or such other person as may be appointed by the
PACS Board. The term of office shall be from the date of his or her appointment through the
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date of the first regular meeting of the PACS 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 PACS Board as he or she may consider
proper concerning the business, policies and affairs of the PACS. The Executive Director also
serves as the chief executive officer of the PACS and shall be responsible for execution and
supervision of the affairs of the PACS. Except as otherwise authorized by resolution of the
PACS Board, the Executive Director or the Executive Director’s designee shall sign all
contracts, deeds and other instruments executed by the PACS.
Section 7.Assistant Executive Director. The Assistant Executive Director shall be
the Assistant City Manager of the City of Lake Elsinore, or Interim City Manager of the City of
Lake Elsinore, if any, or such other person as may be appointed by the PACS 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 PACS 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 Lake Elsinore or such other person as may be appointed by the
PACS Board. The Parking Authority Secretary shall keep the records of the PACS, shall act as
Parking Authority Secretary at the meetings of the PACS and record all votes, and shall keep a
record of the proceedings of the PACS 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 PACS Board and shall serve at the pleasure of the PACS. The initial Parking
Authority Counsel is the City Attorney of the City of Lake Elsinore (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 PACS. The Parking Authority
Counsel shall give advice or opinions in writing to the Chair, Executive Director or other PACS
officers when and if requested to do so. The Parking Authority Counsel or as directed by the
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PACS shall attend to all lawsuits or other matters to which the PACS is a party or in which the
PACS may be legally interested and do such other things pertaining to the Parking Authority
Counsel’s office as the PACS may request; provided however, where there City Attorney is not
currently serving in the capacity of Parking Authority Counsel, the PACS may also direct the
City Attorney to attend to all lawsuits or other matters to which the PACS is a party or in which
the PACS may be legally interested, as elected by the PACS.
Section 10.Finance Officer and Treasury Manager. The Finance Officer and
Treasury Manager shall be the officer of the City of Lake Elsinore designated by the City of Lake
Elsinore 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 PACS 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 PACS and
shall be authorized to cause the deposit of such funds in the name of the PACS in such bank,
banks, or other financial institutions, including without limitation the State of California
Treasurer, Local Agency Investment Fund (“LAIF”), as the PACS may select and pursuant to an
investment policy considered and approved by the PACS. The Finance Officer and Treasury
Manager shall keep regular books of account, showing receipts and expenditures, and shall
render to the PACS at each regular meeting, or more often when requested, an account of
transactions and the financial conditions of the PACS.
Section 11.Appointment of Officers. The initial appointment of officers occurred
pursuant to PACS Resolution No. ______ on September 13, 2016 and the new appointment or
reappointment of officers shall be the first order of business at the first meeting of the PACS,
regular or special, held in each calendar year.
Section 12.Authority to Bind PACS; City of Lake Elsinore Council Policies
Apply to PACS. No member, officer, agent or employee of the PACS, without prior specific or
general authority by a vote of the PACS Board, shall have any power or authority to bind the
PACS by any contract, to pledge its credit, or to render it liable for any purpose in any amount;
provided however, the PACS may authorize the Executive Director to enter into a contract or
contracts as authorized in and consistent with the City’s policies, which shall Council policies
shall be deemed to apply to the PACS under these bylaws (herein, “Council Policies”).
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Section 13.Appointment of Employees and Agents. The PACS 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 PACS. The PACS
Board may in addition employ temporary professional and technical personnel on such terms
and at such rates of compensation as the PACS 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 PACS, 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 PACS 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 members of the PACS by delivering written notice to each member and to each person or
entity entitled by law to receive such notices. Notices to the PACS 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 PACS 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
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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 PACS 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 PACS Board shall be
held during regular or special meetings of the PACS Board.
Section 18.Adjourning Meetings and Continuing Public Hearings to Other Times
or Places. The PACS 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.
Section 19.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 recontinued 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 20.Meetings to be Open and Public. All meetings of PACS members to
take action or to deliberate concerning PACS business and its conduct shall be open and public
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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 21.Quorum. A majority of the members of the PACS 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 22.Order of Business. At the regular meeting of the PACS, the general
order of business shall be consistent with the Council Policies and may be conducted
concurrently with the business of the City of Lake Elsinore. As of the date hereof the order is a
follows:
(a)Roll Call
(b)Pledge of Allegiance
(c)Invocation
(d)Closed Session
(e)Report of Closed Session
(f)Presentations
(g)Public Comments
(h)Consent Calendar
(i)Public Hearings
(j)Old Business
(k)New Business
(l)Chair and Committee Reports
(m)Staff Reports
(n)Member Comments and Actions
(o)Adjournment
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Section 23.Parliamentary Procedure. The rules of parliamentary procedure set
forth in the Standard Code of Parliamentary Procedure, 4th Edition, Revised by the American
Institute of Parliamentarians shall govern all meetings of the PACS, except as otherwise herein
provided or as otherwise provided in the Council Policies.
Section 24.Amendments to Bylaws. These bylaws may be amended by the
PACS Board at any regular or special meeting by majority vote, provided that the proposed
amendment to any particular section is included in the notice of such meeting.
RESOLUTION NO. 2016 -
RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE, CALIFORNIA, AUTHORIZING THE EXECUTION AND DELIVERY
OF A JOINT EXERCISE OF POWERS AGREEMENT BY AND BETWEEN THE
CITY OF LAKE ELSINORE AND THE PARKING AUTHORITY OF THE CITY OF
LAKE ELSINORE
WHEREAS, the Parking Authority of the City of Lake Elsinore (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 Lake Elsinore (the “City”) and the Parking Authority desire to create and
establish the Lake Elsinore 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, dated as of September 1, 2016 (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 LAKE ELSINORE,
HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:
Section 1. The above recitals and the statements, findings and determinations set forth in the
preamble of the Joint Powers Agreement are true and correct.
Section 2. The form of the Joint Powers Agreement on file with the City Clerk is hereby
approved. The Executive Director 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 the Parking Authority Counsel or
Stradling Yocca Carlson & Rauth, a Professional Corporation, as Bond Counsel, said execution
being conclusive evidence of such approval.
Section 3. The Chair or the Executive Director or Executive Director’s designee, properly
attested to by the Parking Authority Secretary and approved as to form by the Parking Authority
Counsel, acting singly, 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
PA Reso No. 2016-
Page 2 of 2
Agreement and this Resolution. All prior actions of such officers or staff of the Parking Authority
with respect thereto are hereby ratified and approved.
Section 4. This Resolution shall take effect immediately upon its passage.
PASSED, APPROVED AND ADOPTED this 13th day of September, 2016.
PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE, a public body, corporate and politic
Chair
ATTEST:APPROVED AS TO FORM:
__________________________
Parking Authority Secretary Parking Authority Counsel
JOINT EXERCISE OF POWERS AGREEMENT
by and between
CITY OF LAKE ELSINORE
and
PARKING AUTHORITY OF THE CITY OF LAKE ELSINORE
creating the
LAKE ELSINORE FACILITIES FINANCING AUTHORITY
dated as of
September 1, 2016
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................................................................................................................10
JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT, dated as of September 1, 2016, is
entered into by and between the CITY OF LAKE ELSINORE (the “City”), a general law city
organized and existing under the laws of the State, and the PARKING AUTHORITY OF THE CITY
OF LAKE ELSINORE (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, 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 Lake Elsinore 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 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 is empowered by law to promote economic, cultural and
community development, including, without limitation, the promotion of opportunities for the
creation or retention of employment, the stimulation of economic activity, the increase of the tax
base, and the promotion of opportunities for education, cultural improvement and public health,
safety and general welfare.
D.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.
E.Each Member is also empowered by law to acquire and dispose of real property for a
public purpose.
F.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.
G.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
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installment sale agreements or certificates of participation therein (herein “Bonds”), 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.
H.The Members have determined to specifically authorize a public entity authorized
pursuant to the Act to issue Bonds pursuant to the Act or other applicable provisions.
I.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.
J.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.
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 Lake Elsinore 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 Lake Elsinore, 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.
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Member. The term “Member” or “Members” means the City and/or the Parking Authority,
as appropriate.
Parking Authority. The term “Parking Authority” means the Parking Authority of the City of
Lake Elsinore, 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 as of the date 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 “Lake Elsinore 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 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 Council of the City
and the same shall occur consistent with the schedule set by resolution of the City Council for its
regular meetings as to time/place and location. The Board may suspend or cancel the holding of
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regular meetings as to time/place and location. The Board may suspend or cancel 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 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, telecopy or e-mail. 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 recontinued 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.
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(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 and to the City and the Parking Authority.
(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. The Mayor Pro Tem of the City shall perform the duties of the Chair of
the Authority in the absence or incapacity of the Chair of the Authority.
(B)Vice Chair. The Vice Chair shall be the Board member who
is the Mayor Pro Tem of the City. The term of office shall be the same as the term of the Mayor Pro
Tem 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.
(D)Treasurer. The Assistant City Manager 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
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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, 2017.
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 or lease
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 Administrative Services/Finance Director 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.
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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 City Council of the City, in its capacity as the legislative body of the
Parking Authority; (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.
Section 24. Section Headings. All section headings contained herein are for convenience
of reference only and are not intended to define or limit the scope of any provision of this
Agreement.
Section 25. 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.
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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.
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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 LAKE ELSINORE
By:
Brian Tisdale, Mayor
Attest:
Susan M. Domen, MMC, City Clerk
Approved as to Form:
__________________________
Barbara Z. Leibold, City Attorney
PARKING AUTHORITY OF THE CITY OF LAKE
ELSINORE
By:
Grant Yates, Executive Director
Attest:
Susan M. Domen, MMC, Parking Authority Secretary
Approved as to Form:
Barbara Z. Leibold, Parking Authority Counsel