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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: