AGENDA
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
TUESDAY, MARCH 18, 2025
6:30 PM OPEN SESSION
COMMUNITY CENTER
625 S. PICO AVENUE
SAN JACINTO, CA 92583
951-487-7330
City of San Jacinto Page 1 Updated 3/14/2025 10:40 AM
VALERIE VANDEVER, CHAIR
ALONSO LEDEZMA, VICE CHAIR
PHIL AYALA, BOARDMEMBER
CLARISA SANCHEZ, BOARDMEMBER
CRYSTAL RUIZ, BOARDMEMBER
The meeting may be observed virtually by joining the link on the City’s website at https://vimeo.com/user115670369 or in person at the San Jacinto Community Center.
Public Comments will only be accepted in person during the meeting or in writing to the Board Secretary by 3:00 PM the day of the meeting. Participants viewing the Livestream will not have a comment option.
Public comments may be submitted via email to [email protected] or by hard copy to the Office of the City Clerk at 595 S. San Jacinto Ave., San Jacinto, CA 92583, no later than 3:00 p.m. on the day of the meeting. Please identify the agenda item number in the subject line of the email or hard copy document. All written correspondence received by the 3:00 p.m. deadline will be distributed to the legislative body prior to the meeting and retained with the official meeting record. Please put “PUBLIC COMMENT” in the email subject line. All email comments shall be subject to the same rules as would otherwise govern speaker comments at the meeting. Electronic comments on agenda items for March 18, 2025, may only be submitted via email. Comments via text and social media (Facebook, Twitter, etc.) will not be accepted.
Reading of Public Comments: The Board Secretary will read all email comments, provided that the reading shall not exceed three (3) minutes, or such other time as the Board may provide, consistent with the time limit for speakers at a Board meeting. The email comments submitted shall become part of the record of the Board meeting.
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the Board Secretary at 951-487-7330 ext. 339. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II].
City of San Jacinto Page 2 Updated 3/14/2025 10:40 AM
1. ORGANIZATION
1.1. Roll Call
2. PUBLIC COMMENTS
3. DISCUSSION ITEMS
3.1. Resolution of the Board of Directors of the City of San Jacinto Public Financing Authority Approving and Adopting Bylaws, Establishing Regular Meeting Dates, and Authorizing Certain Other Actions in Connection Therewith RECOMMENDATION:
Staff recommends that the Board of Directors adopt Resolution No. PFA 25-01, approving and adopting bylaws, establishing regular meeting dates, and authorizing certain other actions in connection therewith.
Department: City Attorney
4. ADJOURNMENT
DOCUMENTS RELATED TO OPEN SESSION AGENDAS (SB343) - Any public record, relating to an open session agenda item, that is distributed within 72 hours prior to the meeting is available for public inspection at the public counter located in the Administration Building of City Hall, 595 S. San Jacinto Avenue, San Jacinto, CA 92583.
I, Julia Espinoza, Board Secretary of the City of San Jacinto, Public Financial Authority, do hereby certify that I caused to be posted the foregoing agenda this 14 day of March 2025, as requested by law.
Julia Espinoza, Board Secretary
March 18, 2025
TO: City of San Jacinto Public Financing Authority Board of Directors REQUESTED BY: Craig Hayes,
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Resolution of SJPFA Approving and Adopting Bylaws and Establishing Regular Meeting Dates
RECOMMENDATION:
Staff recommends that the Board of Directors adopt Resolution No. PFA 25-01, approving and adopting bylaws, establishing regular meeting dates, and authorizing certain other actions in connection therewith.
Introduction
The City of San Jacinto has identified the need to enter into a financing agreement for the purpose of constructing certain improvements to the City’s water system. The City may enter into obligations that are secured by the water system revenues to finance the projects. The legal structure used for the financing requires that the City enter into an installment purchase agreement for the water system improvements with a public financing authority, or non-profit benefit corporation.
The City’s existing financing authority, the San Jacinto Financing Authority, consists of two members, the City and the Former Redevelopment Agency of the City of San Jacinto (the “Former Redevelopment Agency”). The Successor Agency to the Former Redevelopment Agency will dissolve upon the satisfaction of the Former Redevelopment Agency’s outstanding obligations. This is anticipated to occur prior to the maturity of the proposed obligations to be issued to finance the water system improvements. As such, the existing financing authority is not a viable financing authority to utilize.
It is recommended that a new joint powers authority be formed by the City and the Industrial Development Authority of the City of San Jacinto (“Industrial Development Authority”) to allow the City to enter into proposed financing for the water system improvements. The Industrial Development Authority was activated by the City Council of the City of San Jacinto to assist the community in industry development by providing a financing mechanism to encourage such development in the City. The joint powers authority is proposed to be called the City of San Jacinto Public Financing Authority (“Financing Authority”), and the Financing Authority will issue the water revenue obligations.
Background
The Joint Exercise of Powers Act, Government Code section 6500 et seq. (“Act”), permits public agencies to enter into a joint exercise of powers agreement (“JEPA”) to form a separate
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governmental entity to jointly exercise powers common to the member agencies (Government Code Section 6502). The parties to the JEPA may create a separate legal entity (i.e. a joint powers authority) under the JEPA to administer the agreement. Additionally, the joint powers authorities have the power of issuing obligations secured by local revenues, in the case of the City, water system revenues. This is a commonly utilized financing mechanism for cities throughout the State of California.
Discussion
The governing body of the Financing Authority will be the Mayor and members of the City Council. Any regular meeting of the Financing Authority’s Board of Directors shall be held at the same time and same location as regular meetings of the City Council, and noticed in the same manner. The Board of Directors of the Financing Authority will conduct a regular meeting at least once each calendar year on the first Tuesday of December. The Financing Authority Board meetings will have separate agendas from the City Council meetings and will comply with Brown Act requirements.
Presented before the City Council is the following resolution related to the formation of the Financing Authority and the JEPA:
• Resolution No. 4066, A Resolution of the City Council of the City of San Jacinto, California, Authorizing the Creation of the City of San Jacinto Public Financing Authority and Certain Other Matters Pertaining Thereto.
Presented before the Board of Directors of the Industrial Development Authority is the following resolution related to forming the Financing Authority and the JEPA:
• Resolution No. IA 25-01, A Resolution of the Board of Directors of the City of San Jacinto Industrial Development Authority of the City of San Jacinto Authorizing the Creation of the City of San Jacinto Public Financing Authority and Certain Other Matters Pertaining Thereto.
Presented before the Board of Directors of the Financing Authority is the following resolution related to approval of the Financing Authority bylaws:
• Resolution No. PFA 25-01, A Resolution of the Board of Directors of the City of San Jacinto Public Financing Authority Approving and Adopting Bylaws, Establishing Regular Meeting Dates, and Authorizing Certain Other Actions in Connection Therewith.
It is anticipated that at its April 1st meeting, the City Council will consider whether to enter into obligations to finance improvements to its water system.
FISCAL IMPACT:
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None.
ATTACHMENTS:
Resolution No. PFA 25-01 - Approving Bylaws
Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority
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Resolution No. PFA 25-01
STATE OF CALIFORNIA ) RESOLUTION NO. PFA 25-01
COUNTY OF RIVERSIDE ) ss
CITY OF SAN JACINTO )
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
APPROVING AND ADOPTING BYLAWS, ESTABLISHING
REGULAR MEETING DATES AND AUTHORIZING
CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of San Jacinto Public Financing Authority (the "Authority") was formed pursuant to the provisions of 6500 of the California Government Code (the “Act”); and
WHEREAS, pursuant to the Act, the Authority may from time to time make Bylaws to carry into effect its powers and purposes; and WHEREAS, the Authority must appoint officers to act on behalf of the Authority; and
WHEREAS, the Authority has reviewed the Bylaws, which provides for the appointment of officers, for the Authority, substantially in the form attached hereto as Exhibit A; and
WHEREAS, the Joint Powers Agreement provides that regular meetings of the Board of Directors of the Authority (the “Board of Directors”) shall be held at such time as the Board of Directors may fix by resolution from time to time and special meetings shall be held whenever called by the Chairperson of the Board of Directors, the Executive Director of the Authority or by a majority of the members of the Board of Directors; and WHEREAS, Government Code Section 6592.1 requires resolutions authorizing bonds or any issuance of bonds or accepting the benefit of any bonds or the proceeds of bonds be adopted by a joint powers authority at a regular meeting held pursuant to Government Code Section 54954.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF
SAN JACINTO PUBLIC FINANCING AUTHORITY RESOLVES AS FOLLOWS:
SECTION 1. Approval of Bylaws. The Authority hereby approves and adopts the Bylaws, substantially in the form attached hereto, marked “Exhibit A," with such revisions, amendments and completions as shall be approved by the Executive Director or the Finance Director of the Authority (each a “Responsible Officer”) with the advice of counsel to the Authority.
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Attachment: Resolution No. PFA 25-01 - Approving Bylaws (Resolution of SJPFA Approving and Adopting Bylaws and Establishing Regular Resolution No. PFA 25-01
SECTION 2. Establishment of Regular Meeting Dates. Any regular meeting of the Board of Directors shall be held at the same time and same location as regular meetings of the City Council of the City of San Jacinto and noticed in the same manner, provided, however, that if an agenda (containing a brief general description of each item of business to be transacted or discussed) for any such regular meeting of the Board of Directors is not posted at least 72 hours before any such regular meeting, such regular meeting shall be deemed canceled. If any day so fixed for a regular meeting shall fall upon a legal holiday, then such regular meeting shall be held upon the next succeeding business day at the same hour. The Board of Directors shall conduct a regular meeting at least once each calendar year on the first Tuesday of December.
SECTION 3. Appointment of Officers. The officers of the Authority are hereby appointed as follows:
The Chairperson shall be the Mayor of the City;
The Vice-Chairperson shall be the Mayor Pro Tem of the City; The Executive Director shall be the City Manager;
The Treasurer shall be the Finance Director of the City; and The Secretary shall be the City Clerk.
SECTION 4. Other Acts. Each Responsible Officer of the Authority and each officer of the Authority is hereby 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 this Resolution.
SECTION 5. Effective Date. This Resolution shall become effective on the date on which it is adopted.
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Attachment: Resolution No. PFA 25-01 - Approving Bylaws (Resolution of SJPFA Approving and Adopting Bylaws and Establishing Regular Resolution No. PFA 25-01
PASSED, APPROVED AND ADOPTED, at a regular meeting of the Board of Directors of the City of San Jacinto Public Financing Authority on the 18th day of March 2025, by the following vote:
AYES:
NAYS:
ABSENT:
ABSTAIN:
City of San Jacinto Public Financing
Authority:
______________________________
Valerie Vandever, Chairperson
ATTEST:
______________________________
Julia Espinoza, Secretary
APPROVED AS TO FORM:
Best Best & Krieger LLP
______________________________
Craig Hayes, General Counsel
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Attachment: Resolution No. PFA 25-01 - Approving Bylaws (Resolution of SJPFA Approving and Adopting Bylaws and Establishing Regular Resolution No. PFA 25-01
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
CITY OF SAN JACINTO )
CERTIFICATION
I, Julia Espinoza, City Clerk of the City of San Jacinto, DO HEREBY CERTIFY that the foregoing Resolution No. PFA 25-01 was passed, approved, and adopted at the Regular Meeting of the San Jacinto City Council held on the 18th day of March 2025.
AYES:
NAYS:
ABSENT:
ABSTAIN:
WITNESS MY HAND AND OFFICIAL SEAL on the 18th day of March 2025. ______________________________
Julia Espinoza, City Clerk
City of San Jacinto
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Attachment: Resolution No. PFA 25-01 - Approving Bylaws (Resolution of SJPFA Approving and Adopting Bylaws and Establishing Regular 24438.70027
\43324584.1
A -1
EXHIBIT A
BYLAWS
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Attachment: Resolution No. PFA 25-01 - Approving Bylaws (Resolution of SJPFA Approving and Adopting Bylaws and Establishing Regular 24438.70027\43315424.1
BYLAWS
OF
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
ARTICLE I
Definitions
In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized, shall have the meanings specified:
(a) Agreement shall mean the Joint Exercise of Powers Agreement creating City of San Jacinto Public Financing Authority, dated as of March 18, 2025, among the parties thereto.
(b) Authority, Board, Member and Joint Powers Law shall have the respective meanings set forth in the Agreement.
(c) City shall mean the City of San Jacinto.
(d) City Council shall mean the city council of the City. (e) State shall mean the State of California.
ARTICLE II
Offices
Section 1. Principal Office. The principal office of the Authority shall be located at 595 S. San Jacinto Avenue, San Jacinto, California 92583.
ARTICLE III
Board
Section 1. Powers. Subject to the limitations of the Agreement, the terms of these Bylaws, and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of the Authority.
Section 2. Number. The Board shall have five (5) Directors and shall be the members of the City Council. Each Director shall hold office for a term corresponding to the term of office on the City Council. Notwithstanding anything contained in this section to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the City Council, or after he or she resigns, or for any other reason, no longer serves on the City Council.
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Attachment: Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority (Resolution of SJPFA Approving and Adopting Bylaws 24438.70027\43315424.1
2 Section 3. Compensation. Directors shall serve without compensation but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his or her services as Director, pursuant to resolution of the Board. Any Director may elect, however, to decline said reimbursement.
Section 4. Regular Meetings. Regular meetings of the Board shall be held at the same time as regular scheduled times of the City Council, however, the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the Directors.
Section 5. Special Meetings. Special meetings of the Board shall be held whenever called by the President, any Vice-President, or by a majority of the Board.
Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the meetings of the Authority shall be given in accordance with such Act.
Section 7. Consent to Meetings. The transactions of the Board at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum is present and if either before or after the meeting each Director not present signs a written waiver of notice or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
Section 8. Quorum. A quorum shall consist of a majority of the members of the Board unless a greater number is expressly required by statute, by the Agreement, or by these Bylaws. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be the act of the Board.
Section 9. Order of Business. The order of business at the regular meeting of the Board and, so far as possible, at all other meetings of the Board, shall be essentially as follows, except as otherwise determined by the Directors at such meeting:
(a) Roll call of Officers Report on the number of Directors present in order to determine the existence of a quorum.
(b) Reading of the notice of the meeting and proof of the delivery or mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the case may be.
(c) Approval of minutes of previous meetings of the Board and the taking of action with respect to approval thereof.
(d) Public comment.
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Attachment: Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority (Resolution of SJPFA Approving and Adopting Bylaws 24438.70027\43315424.1
3 (e) Presentation and consideration of reports of officers and committees. (f) Unfinished business.
(g) New business.
(h) Adjournment.
Section 10. Non-liability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Authority and no Director shall be liable or responsible for any debts, liabilities or obligations of the Authority.
Section 11. Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any Director, officer or employee of the Authority be sued, either alone or with others, because they are or were a director, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees, incurred in the defense of the proceeding.
ARTICLE IV
Officers
Section 1. Appointment of Officers. The Chairman, the Vice Chairman, Treasurer, Executive Director, and Secretary of the Authority shall be the persons as set forth in Section 4.01 of the Agreement. In addition, the City’s Director of Finance shall act as Finance Director of the Authority, and the city attorney shall act as ex officio legal counsel.
Section 2. Term of Office and Qualification. Each officer elected or appointed pursuant to Section 1 of this Article IV shall hold office until such time as such officer ceases (in the case of the Chairman or Vice Chairman) to be a member of the Board, resigns or is removed from such office in accordance with the provisions of Article V of these Bylaws or is unable to perform the duties of such office.
Section 3. Official Bond. The Treasurer, to the extent such officer’s duties and responsibilities pursuant to the Joint Powers Law may require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $25,000.
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Attachment: Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority (Resolution of SJPFA Approving and Adopting Bylaws 24438.70027\43315424.1
4 Section 4. Compensation. The compensation of all officers of the Authority shall be fixed from time to time by the Board, or pursuant to authority of (general or specific) resolutions of the Board. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a member of the Board of the Authority.
Section 5. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws, or as the Board from time to time may authorize or determine.
ARTICLE V
Resignations
Section 1. Voluntary Resignation; Notice of Effectiveness. Any member of the Board or officer of the Authority may, subject to contrary provision in any applicable contract, resign at any time by giving written notice to the Board or to the Chairman or to the Secretary of the Authority. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 2. Involuntary Resignation; Request. The Board, in the exercise of its discretion, may request the resignation of any officer elected or appointed pursuant to Article IV of these Bylaws. Pursuant to such request, subject to contrary provisions in any applicable contracts, such officer shall resign by giving written notice to the Board.
Any such resignation shall take effect at the time specified in such request. If such resignation is not received within 30 days, the Board may call a meeting at which a quorum is present and may vote to remove such officer.
ARTICLE VI
Vacancies Among Officers
If the office of any officer elected or appointed pursuant to Article IV of these Bylaws becomes vacant at any time by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, such vacancy may be filled at any time by the Board.
ARTICLE VII
Official Seal
The Authority shall have an official seal which shall be circular in form, containing thereon the name of the Authority, and the words “Established March 18, 2025, California.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any manner whatsoever.
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Attachment: Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority (Resolution of SJPFA Approving and Adopting Bylaws 24438.70027\43315424.1
5 ARTICLE VIII
Amendments
These Bylaws may be modified, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the members of the Board at any regular or special meeting of the Board at which a quorum is present.
ARTICLE IX
Severability
Any adjudication that these Bylaws or any part thereof is invalid shall not affect the validity of the remainder of these Bylaws.
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Attachment: Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority (Resolution of SJPFA Approving and Adopting Bylaws 24438.70027\43315424.1
6 SECRETARY’S CERTIFICATE
The undersigned hereby certifies that she is the Secretary of the City of San Jacinto Public Financing Authority, a joint exercise of powers authority; that attached hereto is a true, correct and complete copy of the Bylaws of City of San Jacinto Public Financing Authority; and that said Bylaws are in full force and effect as of the date hereof.
Dated: March 18, 2025
_____________________________
Secretary of the City of San Jacinto
Public Financing Authority
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Attachment: Exhibit A - Bylaws of the City of San Jacinto Public Financing Authority (Resolution of SJPFA Approving and Adopting Bylaws