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HomeMy WebLinkAbout07. Appoint Central San representatives to the Northern California Sanitation Agencies Financing Authority, a Joint Powers Authority and adopt Resolution No. 2023-026DCENTRALSAN MEETING DATE: AUGUST 17, 2023 BOARD OF DIRECTORS POSITION PAPER Page 1 of 6 Item 7. SUBJECT: APPOINT CENTRAL SAN REPRESENTATIVES TO THE NORTHERN CALIFORNIA SANITATION AGENCIES FINANCING AUTHORITY, A JOINT POWERS AUTHORITYAND ADOPT RESOLUTION NO. 2023-026 SUBMITTED BY: INITIATING DEPARTMENT: PHILIP LEIBER, DEPUTYGENERAL DEPUTYGENERAL MANAGER MANAGER, ADMINISTRATION REVIEWED BY: KEVIN MIZUNO, FINANCE MANAGER Roger S. Bailey General Manager ISSUE The Board is requested to appoint representatives to the Northern California Sanitation Agencies Financing Authority BACKGROUND In January 2023, the Board approved the execution of a Joint Powers Authority (JPA) agreement with Sacramento Regional County Sanitation District (Regional San). Being part of a JPA would allow for the issuance of revenue bonds as a form of financing, which are expected to be a lower cost form of financing than certificates of participation (which can be issued by Central San without a J PA). At the January 2023 approval forjoining the J PA, action should have been taken to appoint which Board members would represent Central San on the J PA Board. I n terms of governance, the J PA agreements provides that the JPA Board will consist of four members; two from each agency. The J PA Chair will alternate between the two entities on an annual basis. Alternates may be appointed along with the two appointed members by each agency. The agreement also specifies that "The Chair of the Board of Directors of Regional San shall serve as Chair of the Authority in odd numbered calendar years, and the President of the Board of Directors of Central San shall serve as Chair of the Authority in even numbered years." August 17, 2023 Regular Board Meeting Agenda Packet - Page 44 of 115 Page 2 of 6 Adopting a resolution which would specify the remaining representatives (and alternates) for Central San based on positions is recommended. I n this way, such assignments could rotate based on the normal annual appointment process at Central San. The following is proposed by staff: PRI MARY REPRESENTATIVES: • Central San Board President serves as Central San J PA member Position 1 (J PA Chair in even years and Vice Chair in odd years). • Central San Finance Committee Chair serves as Central San JPA member Position 2. (Unless the Central San Board President is also the Finance Committee Chair, in which case the other Finance Committee Member would be in Position 2). ALTERNATE REPRESENTATIVES: • Central San Board President Pro Tem serves as Central San J PA member Position 1 (Alternate). I n the event that Board President Pro Tem is already serving in J PA Position 2, the Chair of the Administration Committee Chair will be the alternate in Position 1. • Central San Finance Committee Member serves as Central San J PA member Position 2 (Alternate). I n the event the Finance Committee Member is already in Position 2, the second member of the Administration Committee will be the alternate in Position 2. A resolution to appoint Central San Board members to the J PA consistent with the above is attached. Just as additional background information related to meeting logistics, the JPA agreement also specifies that the J PA should hold at least one annual meeting, which would be held at the same time and location as the Regional San Board meetings. Per Regional San's website: "Board meetings are typically held on the second and fourth Wednesday of each month at 9:30 a.m. at the Sacramento County Board of Supervisors' Chambers." The JPA agreement also provides that "Such meetings may be held in person or virtually via videoconference as permitted by law." ALTERNATIVES/CONSIDERATIONS The Board could appoint other positions to serve as the J PA representatives in a resolution at this time. Or, the Board could approach this matter on an annual basis rather than adopting a resolution based on positions. This is not recommended, as addressing this matter once up -front based on positions will be more efficient and provide certainty. FINANCIAL IMPACTS There are no direct financial impacts to appointing Central San Board positions to serve as the two member representatives at the J PA. The Central San Board may choose to provide a stipend to attend the J PA meetings, which would be at the rate prevailing at the time of such meetings. COMMITTEE RECOMMENDATION The Finance Committee reviewed the J PA approval matter at its December 19, 2022 meeting and recommended Board approval of the J PA agreement. No recommendation on which Board members would be appointed to the J PA as Central San representatives was made at that time. RECOMMENDED BOARD ACTION August 17, 2023 Regular Board Meeting Agenda Packet - Page 45 of 115 Page 3 of 6 Adopt Resolution No. 2023-026 appointing regular and alternate members to serve on the Northern California Sanitation Agencies Financing Authority Joint Powers Authority. Strategic Plan Tie -In GOAL FOUR: Governance and Fiscal Responsibility Strategy 3 - Maintain financial stability and sustainability ATTACHMENTS: 1. Resolution 2023-026 appointing J PA members and alternates August 17, 2023 Regular Board Meeting Agenda Packet - Page 46 of 115 Page 4 of 6 Attachment 1 RESOLUTION NO. 2023-026 RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT, AND THE APPOINTMENT OF MEMBERS FOR THE GOVERNING BOARD, EACH RELATING TO THE NORTHERN CALIFORNIA SANITATION AGENCIES FINANCING AUTHORITY AND AUTHORIZING THE TAKING OF CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH. WHEREAS, each of Central Contra Costa Sanitary District, a sanitary district duly organized and existing under and by virtue of the laws of the State of California ("Central San"), Sacramento Regional County Sanitation District, a county sanitation district duly organized and existing under and by virtue of the laws of the State of California ("Regional San"), and Sacramento Area Sewer District, a county sanitation district duly organized and existing under and by virtue of the laws of the State of California ("SacSewer"), is authorized to acquire, hold and dispose of real and personal property for its uses pursuant to the laws of the State of California; and WHEREAS, pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Law"), Regional San and SacSewer are parties to a Joint Exercise of Powers Agreement, dated as of October 1, 1993 (the "Original Agreement"), that created a joint exercise of powers entity called the "Sacramento County Sanitation Districts Financing Authority" for the purposes of assisting with the financing and refinancing of the acquisition and/or construction of real and personal property; and WHEREAS, as of August 24, 2022, the governing boards of Regional San and SacSewer determined to merge Regional San and SacSewer by reorganizing into one legal entity and, accordingly, requested that Central San join as a party in the amendment and restatement of the Original Agreement through an Amended and Restated Joint Exercise of Powers Agreement (the "Agreement"), for the joint exercise of any powers common to Regional San, SacSewer and Central San (each, a "Party") to assist with the financing and refinancing of the acquisition and/or construction of real and personal property in and for any Party, through the joint exercise of powers entity renamed as the "Northern California Sanitation Agencies Financing Authority" (the "Authority"); and WHEREAS, in order to assist with the financing and refinancing of the acquisition and/or construction of real and personal property, Central San desires to be a party to the Agreement; and WHEREAS, pursuant to the Agreement, the Authority will be administered by a governing board consisting of two members of the board of directors of Regional San (and/or Sac Sewer) and two members of the Central San's board of directors (the "Board of Directors"), and August 17, 2023 Regular Board Meeting Agenda Packet - Page 47 of 115 Page 5 of 6 Central Contra Costa Sanitary District Resolution No. 2023-026 Page 2 of 3 WHEREAS, pursuant to the Agreement, the President of the Board of Directors shall be one of the members of the Authority's governing board ("Central San's First Representative"); and WHEREAS, the Agreement has been presented to the Board of Directors; and WHEREAS, the Board of Directors desires to authorize the execution and delivery of the Agreement, to confirm the appointment of the President of the Board of Directors as Central San's First Representative, to appoint the second member of the Board of Directors that shall be on the governing board of the Authority ("Central San's Second Representative"), to designate the alternate members for each of Central San's First Representative and Central San's Second Representative, and to authorize the taking of such other actions as shall be necessary in connection with Central San becoming a party to the Agreement; NOW, THEREFORE, BE IT RESOLVED THAT: Section 1. Recitals. The foregoing recitals are true and correct, and this Board of Directors so finds and determines. Section 2. Agreement. The Agreement presented to this meeting is hereby approved. The [President of the Board of Directors] and the [Chair of the Finance Committee] (each an "Authorized Representative"), are each hereby authorized and directed, for and in the name of and on behalf of Central San, to enter into, execute and deliver the Agreement. Section 3. Confirmation of Appointment of Central San's First Representative. The Board of Directors hereby confirms the appointment of the President of the Board of Directors as Central San's First Representative. Section 4. Appointment of Central San's Second Representative. The Board of Directors hereby appoints the Chair of the Finance Committee as Central San's Second Representative; provided, however, that if the Chair of the Finance Committee Chair is also the President of the Board of Directors, Central San's Second Representative shall be the second member of the Central San Finance Committee. Section 5. Appointment of Alternate Member for Central San's First Representative. The Board of Directors hereby appoints the Board of Director's President Pro -Tem as the alternate member for Central San's First Representative. In the event that Board President Pro -Tem is already serving as the Second Representative, the alternate member for Central San's First Representative shall be the Chair of Central San's Administration Committee. Section 6. Appointment of Alternate Member for Central San's Second Representative. The Board of Directors hereby appoints the second member on the Finance Committee as the alternate member for Central San's Second Representative; provided, however, that if the second member on the Finance Committee is already August 17, 2023 Regular Board Meeting Agenda Packet - Page 48 of 115 Page 6 of 6 Central Contra Costa Sanitary District Resolution No. 2023-026 Page 3 of 3 Central San's Second Representative, the alternate member for Central San's Second Representative shall be the second member of the Administration Committee. Section 7. Further Authorization; Ratification of Actions. Each Authorized Representative, or any designee of either thereof, is authorized and directed to do any and all things and to execute and deliver any and all documents, instruments and certificates, and to enter into any and all agreements, which such Authorized Representative may deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution. The Secretary of the Board of Directors is hereby authorized to attest to any signature of an Authorized Representative on any of the documents, instruments, certificates and agreements authorized by this Resolution. All such actions heretofore taken by such Authorized Representatives or any designee of either thereof are hereby ratified, confirmed and approved. Section 8. Effective Date. This Resolution shall take effect from the date of adoption hereof. PASSED AND ADOPTED this 17th day of August 2023 by the Board of Directors of Central San by the following vote: AYES: Members: NOES: Members: ABSENT: Members: COUNTERSIGNED: Katie Young Secretary of the District Central Contra Costa Sanitary District County of Contra Costa, State of California Approved as to form: Kenton L. Alm, Esq. Counsel for the District Barbara D. Hockett President of the Board of Directors Central Contra Costa Sanitary District County of Contra Costa, State of California August 17, 2023 Regular Board Meeting Agenda Packet - Page 49 of 115