Res 07-068
RESOLUTION NO. 07-068
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF POWAY. CALIFORNIA, AUTHORIZING
EXECUTION OF THE THIRD AMENDMENT TO THE
METRO WASTEWATER JOINT POWERS AUTHORITY
AGREEMENT REGARDING ADDITION OF THE CITY OF
CHULA VISTA AS A PARTICIPATING AGENCY
WHEREAS, on October 25, 2000, the City of Coronado, a municipal corporation;
the City of Del Mar, a municipal corporation; the City of EI Cajon, a municipal
corporation; the City of Imperial Beach. a municipal corporation; the City of La Mesa. a
municipal corporation; the Lemon Grove Sanitation District. a political subdivision of the
State of California. the City of Poway, a municipal corporation; Padre Dam Municipal
Water District, a political subdivision of the State of California; and the County of San
Diego (on behalf of: the Winter Gardens Sewer Maintenance District, a maintenance
district established pursuant to California Streets & Hwys. Code section 5820 et seq.;
the Lakeside/Alpine Sanitation District, a political subdivision of the State of California;
and the Spring Valley Sanitation District, a political subdivision of the State of California)
(the "Participating Agencies") entered into a Joint Exercise of Powers Agreement
("Agreement"), creating the JPA for the purpose of taking responsibility, actions, and
decisions pertaining to the Regional Wastewater Disposal Agreement; and
WHEREAS, Article VIII of the Agreement provides that the Agreement may be
amended by one or more supplemental agreements in order to add new parties in
pursuance of the purposes of the Agreement; and
WHEREAS, on February 12. 2003, the Otay Water District was added as a
Participating Agency of the JPA; and
WHEREAS, on June 4, 2003, the City of National City was added as a
Participating Agency of the JPA; and
WHEREAS, on July 17. 2007, the City Council of Chula Vista approved joining
the JPA as a Participating Agency. and has approved additional modifications to the
Agreement, as set forth in the Third Amendment attached hereto as Exhibit "An; and
WHEREAS. it is the desire of the City Council of the City of Poway to approve
execution of the Third Amendment to the Agreement to add the City of Chula Vista as a
Participating Agency of the JPA. and to make additional modifications to the Agreement
as set forth in the Third Amendment attached hereto as Exhibit nAn.
NOW, THEREFORE. BE IT RESOLVED by the City Council of the City of Poway
as follows:
Section 1. That Chula Vista is authorized to be added as Participating
Agency of the Joint Powers Agency Agreement for the Metro Wastewater
Resolution No. 07-068
Page 2
Joint Powers Authority. subject to the terms and conditions set forth in the
proposed Amendment, attached hereto, and by this reference
incorporated herein as Exhibit nAn.
Section 2. That the Mayor is hereby authorized to finalize and execute
the proposed Amendment. subject to additions or modifications thereto. as
deemed in the best interest of the City, on behalf of the City of Poway.
PASSED, ADOPTED. AND APPROVED by the City Council of the City of Poway
at a regular meeting this 14th day of August 2007.
~
Michael P. Cafag or
ATTESL wY~
~"e She,. City Cle~
STATE OF CALIFORNIA )
) ss
COUNTY OF SAN DIEGO )
I, L. Diane Shea. City Clerk of the City of Poway do hereby certify. under penalty
of perjury. that the foregoing Resolution No. 07-068. was duly adopted by the City
Council at a meeting of said City Council held on the 14th day of August 2007, and that it
was so adopted by the following vote:
AYES:
BOYACK. EMERY, HIGGINSON. REXFORD. CAFAGNA
NOES:
NONE
ABSENT:
NONE
DISQUALIFIED: NONE
L. ane Shea, City Clerk
City of Poway
Resolution No. 07-068
Page 3
EXHIBIT A
THIRD AMENDMENT TO JOINT EXERCISE OF POWERS AGREEMENT
FOR THE METRO WASTEWATER JOINT POWERS AUTHORITY
TO ADD THE CITY OF CHULA VISTA AS A PARTICIPATING AGENCY
This Third Amendment to the Joint Exercise of Powers Agreement for the
Metro Wastewater Joint Powers Authority, is made and entered into on this
day of , 2007. in the County of San Diego, State of
California by each of the participating agencies of the Metro Wastewater JPA, a Joint
Powers Agency ("JPAn) existing and organized pursuant to the provisions of
Government Code section 6500 et seq., and the City of Chula Vista ("Chula Vistan).
RECITALS
WHEREAS, on October 25. 2000, the City of Coronado, a municipal
corporation; the City of Del Mar, a municipal corporation; the City of EI Cajon, a
municipal corporation; the City of Imperial Beach, a municipal corporation; the City of La
Mesa, a municipal corporation; the Lemon Grove Sanitation District, a political
subdivision of the State of California, the City of Poway, a municipal corporation; Padre
Dam Municipal Water District, a political subdivision of the State of California; and the
County of San Diego (on behalf of: the Winter Gardens Sewer Maintenance District. a
maintenance district established pursuant to California Streets & Hwys. Code section
5820 et seq.; the Lakeside/Alpine Sanitation District, a political subdivision of the State
of California; and the Spring Valley Sanitation District. a political subdivision of the State
of California) (the "Participating Agenciesn) entered into a Joint Exercise of Powers
Agreement ("Agreement"), creating the JPA for the purpose of taking responsibility.
actions. and decisions pertaining to the Regional Waste Water Disposal Agreement;
and
WHEREAS, Article VIII of the Agreement provides that the Agreement
may be amended by one or more supplemental agreements in order to add new parties
in pursuance of the purposes of the Agreement; and
WHEREAS. on February 12. 2003, the Otay Water District was added as
a Participating Agency of the JPA; and
WHEREAS. on June 4. 2003. the City of National City was added as a
Participating Agency of the JPA; and
WHEREAS, the JPA and each of the Participating Agencies desire that
Chula Vista join the JPA as a Participating Agency; and
WHEREAS. the City Council of Chula Vista has approved joining the JPA
as a Participating Agency of the JPA. and has approved additional modifications to the
Agreement as set forth herein; and
Resolution No. 07-068
Page 4
WHEREAS. each of the Participating Agencies have approved the
addition of Chula Vista as a Participating Agency of the JPA, and have approved
additional modifications to the Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE. IT IS AGREED AS FOLLOWS:
A. Pursuant to Article VIII, Section 8.05 of the Agreement, the Joint Exercise of
Powers Agreement for the Metro Wastewater JPA is hereby amended to add
Chula Vista as a JPA Participating Agency.
B. Pursuant to Article VIII, Section 8.05 of the Agreement. each of the Participating
Agencies and City of Chula Vista hereby amend the Joint Exercise of Powers
Agreement for the Metro Wastewater JPA, as follows:
1. The Seventh Recital is amended to read as follows:
WHEREAS, in enacting the Bond Law, the Legislature of the State of
California declared in Section 6584.5 of the Government Code of the State
of California, that (a) there is a critical need within the State of California to
expand. upgrade and otherwise improve the public capital facilities of local
government necessary to support the rehabilitation and construction of
residential and economic development; and (b) that it is (was) the intent of
the Legislature to assist in the reduction of local borrowing costs, help
accelerate the construction, repair, and maintenance of public capital
improvements, and promote greater use of existing and new financial
instruments and mechanisms, such as bond pooling by local agencies.
2. Article I. Section 1.01, definition of nBoardn is revised as follows:
"Boardn means the Board of Directors referred to in Section 2.03, which
shall be the governing body of the JPA.
3. Article I, Section 1.01, definition of '''Members' and 'Participating Agencies.n
is revised as follows:
"Membersn and "Participating Agenciesn means the City of Coronado. the
City of Del Mar, the City of EI Cajon, the City of Imperial Beach. the City of
La Mesa, the Lemon Grove Sanitation District, the City of Poway, the Padre
Dam Municipal Water District. the County of San Diego on behalf of the
Winter Gardens Sewer Maintenance District, the Alpine Sanitation District,
the Lakeside Sanitation District and the Spring Valley Sanitation District, the
Otay Water District, the City of National City and the City of Chula Vista.
Resolution No. 07-068
Page 5
4. Article II, Section 2.03 is amended to read as follows:
Section 2.03. Board. The JPA shall be administered by a Board of
Directors. The Board shall be composed of one appointee from each of the
Participating Agencies. In addition to appointing its member to the Board.
each Participating Agency shall appoint one alternate. The alternate
appointed by a Participating Agency shall have the authority to attend,
participate in and vote at any meeting of the Board when the regular
rnember is absent. The Board shall be called the "Board of Directors of the
Metro Wastewater JPA.n All voting power of the JPA shall reside in the
Board.
5. Article VII is amended to add Section 7.03 as follows:
Section 7.03. Withdrawal of a Participating Agency from the JPA.
(a) Notice of Withdrawal. Notwithstanding anything to the contrary set
forth in this Agreement, and subject to the terms and conditions set
forth in this Section and any other terms and conditions required by
law or contract, a Participating Agency may withdraw from the JPA at
any time by providing the Board with written notice of its intent to
withdraw in accordance with the notice provisions set forth in Section
8.01. The withdrawal shall become effective ninety (90) days after
such notice is given. The withdrawal of any Participating Agency
from the JPA shall not terminate this Agreement.
(b) Surviving Liability.
(1) The withdrawing Participating Agency shall remain liable for
its share of the budgeted and administrative expenses of the
JPA pursuant to Section 6.05, Annual Budget and
Administrative Expenses. for the fiscal year in which the
withdrawal is effective.
(2) If the JPA has issued Bonds or incurred any other form of
indebtedness at the election of the withdrawing Participating
Agency to finance all or some portion of such agency's share
of Public Capital Improvements acquired or constructed
pursuant to the Regional Wastewater Disposal Agreement
and all or some portion of such Bonds or other indebtedness
of the JPA remains outstanding at the time of such agency's
withdrawal from the JPA, such withdrawing Participating
Agency shall remain liable for and obligated to make (i) the
scheduled payments of its proportionate share of the
revenues pledged to repay such Bonds or other indebtedness
of the JPA pursuant to any lease, installment sale or purchase
agreement. loan agreement or other agreement or contract
Resolution No. 07-068
Page 6
entered into by such agency to evidence, provide for and/or
secure such payment and (ii) pursuant to Section 6.06. its
proportionate share of Financing Expenses, if any, related to
the administration of such Bonds or other evidence of
indebtedness of the JPA.
(c) Credit to Withdrawing Participating Agency. A withdrawing
Participating Agency is entitled to any sum due that Participating
Agency pursuant to Section 5.02, Credit to the Participating
Agencies, at the end of the fiscal year in which the Participating
Agency's withdrawal is effective; provided. however, nothing herein
shall be construed to entitle a withdrawing Participating Agency to
any interest accrued by any investments of JPA surplus funds if the
maturity date of said investment occurs later than the fiscal year in
which the Participating Agency's withdrawal is effective.
(d) Acknowledgement of Surviving Liabilities and Obligations. A
Participating Agency wishing to withdraw from the JPA shall provide
the JPA with a written acknowledgement. acceptable in a form and
content to the JPA, of the liabilities and obligations of the
withdrawing Participating Agency, as specified in this Section, which
shall survive the withdrawal of the Participating Agency from the
JPA. The withdrawing Participating Agency shall also provide the
JPA with a written opinion from its counsel that any such surviving
liabilities and obligations of the withdrawing Participating Agency
described in Section 7.03(b)(2) of this Agreement, will (assuming that
the JPA is not in breach or default of any material term of the lease,
installment sale or purchase agreement, loan agreement or other
agreement or contract entered into by such agency, described in
Section 7.03(b)(2)) remain legal, valid and binding obligations of the
withdrawing Participating Agency. enforceable in accordance with
their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement
of creditors' rights in general and to the application of equitable
principles, if equitable remedies are sought. and to the limitations on
legal remedies against local public entities, such as the withdrawing
Participating Agency, in the State of California.
6. Article VIII, Section 8.05 is amended to read as follows:
Article 8, Section 8.05. Amendments. This Agreement may be amended
at any time. or from time to time, except as limited by contract with the
owners of Bonds issued by the JPA or certificates of participating in
payments to be made by the JPA or the Participating Agencies or by
applicable regulations or laws of any jurisdiction having authority. by one or
more supplemental agreements executed by all of the parties to this
Agreement or for any other purpose. including. without limitation, addition of
Resolution No. 07-068
Page 7
new parties (including any legal entities or taxing areas heretofore or
hereafter created) in pursuant of the purposes of this Agreement.
C. All other terms and conditions of the Joint Exercise of Powers Agreement for the
Metro Wastewater JPA shall remain in full force and effect and shall be binding
upon each of the Participating Agencies and upon Chula Vista.
IN WITNESS WHEREOF. the parties have executed this Third Amendment as of
the date first written above.
1. CITY OF CORONADO
By:
2. CITY OF DEL MAR
By:
3. CITY OF EL CAJON
By:
4. CITY OF IMPERIAL BEACH
By:
5. CITY OF LA MESA
By:
6. LEMON GROVE SANITATION
DISTRICT
By:
7. CITY OF POWAY
By:
8. PADRE DAM MUNICIPAL WATER
DISTRICT
By:
ATTEST
ATTEST
ATTEST
ATTEST
ATTEST
ATTEST
ATTEST
ATTEST
Resolution No. 07-068
Page 8
9. COUNTY OF SAN DIEGO on behalf of ATTEST
WINTER GARDENS SEWER
MAINTENANCE DISTRICT.
LAKESIDE SANITATION DISTRICT,
ALPINE SANITATION DISTRICT, AND
SPRING V ALLEY SANITATION
DISTRICT
By:
10. OTAY WATER DISTRICT ATTEST
By:
11. NATIONAL CITY ATTEST
By:
12. CHULA VISTA ATTEST
By: