1988/06/01 California Statewide Communities Development Authority Public agency authority to issue bonds to finance projects AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
THIS AGREEMENT, dated as of June 1 , 1988 , by and
among the parties executing this Agreement (all such parties,
except those which have withdrawn in accordance with Section
13 hereof, being herein referred to as the "Program
Participants") :
WITNESSETH
WHEREAS , pursuant to Title 1 , Division 7, Chapter 5
of the Government Code of the Slate of California (the "Joint
Exercise of Powers Act") . two or more public agencies may by
agreement jointly exercise any power common to the
contracting parties; and
WHEREAS , each of the Program Participants is a
"public agency" as that term is defined in Section 6500 of the
Government Code of the Slate of California, and
WHEREAS , each of the Program Participants is
empowered to promote economic development, Including.
without limitation , the promotion of opportunities for the
creation or retention of employment, the stimulation of
economic activity, and the Increase of the tax base, within its
boundaries; and
WHEREAS , a public entity established pursuant to
the Joint Exercise of Powers Act is empowered to issue
industrial development bonds pursuant to the California
Industrial Development Financing Act (Title 10 (commencing
with Section 91600 of the Government Code of the State of
California)) (the 'Act") and to otherwise undertake financing
programs under the Joint Exercise of Pourers Act or other
applicable provisions of law to promote economic development
through the Issuance of bonds, notes, or other evidences of
indebtedness , or certificates of participation In leases or
other agreements (all such instruments being herein
collectively referred to as " Bonds") ; and
WHEREAS , in order to promote economic
development within the State of California , the County
Supervisors Association of California ('CSAC') , together with
the California Manufaclurers Association, has established the
Bonds for Industry program (the "Program") .
WHEREAS, in furtherance of the Program , certain
California counties (collectively, the "Initial Participants")
have entered into that certain Joint Exercise of Powers
Agreement doled as of November 18, 1987 (the "Init let
Agreement"), pursuant to which the California Counties
Industrial Development Authority has been established as a
separate entity under the Joint Exercise of Powers Act for the
purposes and with the powers specified in the Initial
Agreement; and
WHEREAS, the League of California Cities (" LCC')
has determined to join as a sponsor of the Program and to
actively participate in the administration of the Authority; and
WHEREAS , the Initial Participants have determined
to specifically authorize the Authority to issue Bonds pursuant
to Article 2 of the Joint Exercise of Powers Act ('Article 2")
and Article 4 of the Joint Exercise of Powers Act ('Article 4'),
as well as may be authorized by the Act or other applicable
law; and
WHEREAS, the Initial Participants desire to rename
the California Counties Industrial Development Authority to
better reflect the additional sponsorship of the Program; and
WHEREAS , each of the Initial Participants has
determined that It Is in the public Interest of the citizens
within its boundaries, and to the benefit of such Initial
Participant and the area and persons served by such Initial
Parllcipant, to amend and restate in its entirety the Initial
Agreement in order to implement the provisions set forth
above; and
WHEREAS , it is the desire of the Program
Participants to use a public entity established pursuant to the
Joint Exercise of Powers Act to undertake projects within their
respective jurisdictions that may be financed with Bonds
issued pursuant to the Act, Article 2, Article 4 , or other
applicable provisions of law; and
WHEREAS, the projects undertaken will result in
significant public benefits, including those public benefits set
forth In Section 91602 . 1 of the Act, an increased level of
economic activity, or an increased tax base , and will therefore
serve and be of benefit to the inhabitants of the Jurisdictions
of the Program Participants;
NOW, THEREFORE , the Program Participants , for
and in consideration of the mutual promises and agreements
herein contained , do agree to restate and amend the Initial
Agreement in its entirety to provide as follows :
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Section I . Purpose .
This Agreement is made pursuant to the provisions
of the Joint Exercise of Powers Act, relating to the joint
exercise of powers common to public agencies, in this case
being the Program Participants. The Program Participants
each possess the powers referred to in the recitals hereof.
The purpose of this Agreement is to establish an agency for,
and with the purpose of, issuing Bonds to finance projects
within the territorial limits of the Program Participants
pursuant to the Act, Article 2 , Article 4 , or other appliable
provisions of law; provided, however that nothing in this
Agreement shall be construed as a limitation on the rights of
the Program Participants to pursue economic development
oulsldo of this Agreement, including the rights to issue Bonds
through industrial development authorities under the Act, or as
otherwise permitted by law.
Within the various jurisdlctlons of the Program
Participants such purpose will be accomplished and said
powers exercised in the manner hereinafter set forth .
Section 2. Term .
This Agreement shall become effective as of the
date hereof and shall continue In full force and effect for a
period of forty (40) years from the date hereof, or until such
time as It Is terminated In writing by all the Program
Participants; provided , however, that this Agreement shall not
terminate or be terminated until the dale on which all Bonds or
other indebtedness issued or caused to be Issued by the
Authority shall have been reared, or full provision shall have
been made for their retirement, including Interest until their
retirement date .
Section 3. Authority .
A. CREATION AND POWERS OF AUTHORITY .
( 1 ) Pursuant to the Joint Exercise of Powers Act,
there is hereby created a public entity to be known as the
`California Statewide Communities Development Authority" (the
'Authority") , and said Authority shall be a public entity
separate and apart from the Program Participants. Its debts,
liabilities and obligations do not constitute debts , liabilities
or obligations of any party to this Agreement.
B. COMMISSION .
The Authority shall be administered by a Commission
(the "Commission") which shall consist of seven members, each
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serving in his or her individual capacity as a member of the
Commission. The Commission shall be the administering
agency of this Agreement, and , as such, shall be vested with
the powers set forth herein, and shall execute and administer
this Agreement In accordance with the purposes and functions
provided herein.
Four members of the Commission shall be appointed
by the governing body of CSAC and three members of the
Commission shall be appointed by the governing body of LCC.
Initial members of the Commission shall serve a term ending
June 1 , 1991 . Successors to such members shall be selected
in the manner in which the respective inlllal member was
selected and shall serve a term of three years. Any
appointment to fill an unexpired term, however, shall be for
such unexpired term . The term of office specified above shall
be applicable unless the term of office of the respective
member is terminated as hereinafter provided, and provided
that the term of any member shall not expire until a successor
thereto has been appointed as provided herein.
Each of CSAC and LCC may appoint an alternate
member of the Commission for each member of the Commisslon
which it appoints . Such alternate member may act as a
' member of the Commission in place of and during the absence
or disability of such regularly appointed member. All
references in this Agreement to any member of the Commission
shall be deemed to refer to and include the applicable
alternate member when so acting in place of a regularly
appointed member.
Each member or alternate member of the
Commission may be removed and replaced at any time by the
governing body by which such member was appointed, Any
individual, Including any member of the governing body or
staff of CSAC or LCC , shall be eligible to serve as a member
or alternate member of the Commission .
Members and alternate members of the Commission
shall not receive any compensation for serving as such but
shall be entitled to reimbursement for any expenses actually
Incurred in connection with serving as a member or alternate
member, if the Commission shall determine that such expenses
shall be reimbursed and there are unencumbered funds
available for such purpose .
C. OFFICERS; DUTIES; OFFICIAL BONDS.
The Commission shall elect a Chair, a Vice-Chair,
and a Secretary of the Authority from among its members to
serve for such term as shall be determined by the Commission .
The Commission shall appoint one or more of its officers or
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employees to serve as treasurer, auditor. and controller of the
Authority (the "Treasurer") pursuant to Section 6505.6 of the
Joint Exercise of Powers Act to serve for such term as shall
be determined by the Commission.
Subject to the applicable provisions of any
raS01ution, indenture or other instrument or proceeding
authorizing or securing Bonds (each such resolution,
indenture, instrument and proceeding being herein referred to
as an "Indenture") providing for a trustee or other fiscal
agent, the Treasurer is designated as the depositary of the
Authority to have custody of all money of the Authority, from
whatever source derived.
The Treasurer of the Authority shall have the
powers, duties and responsibilities specified in Section 6505. 5
of the Joint Exercise of Powers Act.
The Treasurer of the Authority is designated as the
public officer or person who has charge of, handles , or has
access to any properly of the Authority, and such officer shall
file an official bond with the Secretary of the Authority in the
amount specified by resolution of the Commission but in no
event less than $ 1 .000 . If and to the extent permitted by law,
any such officer may satisfy this requirement by filing an
official bond in at least said amount obtained In connection
with another public office.
The Commission shall have the power to appoint
such other officers and employees as it may deem necessary
and to retain independent counsel, consultants and
accountants .
The Commission shall have the power, by resolution ,
to the extent permitted by the Joint Exercise of Powers Act or
any other applicable law, to delegate any of its functions to
one or more of the members of the Commission or officers or
agents of the Authority and to cause any of said members,
officers or agents to take any actions and execute .any
documents or instruments for and in the name and on behalf of
the Commission or the Authority.
D, MEETINGS OF THE COMMISSION.
( 1 ) Recular Meelinas.
The Commission shall provide for its regular
meetings; provided , however, it shall hold at least one regular
meeting each year. The date , hour and place of the holding of
the regular meetings shall be fixed by resolution of the
Commission and a copy of such resolution shall be filed with
each party hereto .
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(2) Special Meetings .
Special meetings of the Commission may be called
in accordance with the provisions of Section 54956 of the
Government Code of the State of California.
(3) Ralph M. Browg Act.
All meetings of the Commission , including , without
limitation, regular, adjourned regular, special , and adjourned
special meetings shall be called, noticed, held and conducted
in accordance with the provisions of the Ralph M . Brown Act
(commencing with Section 54950 of the Government Code of
the Slate of California).
(4) Minutes .
The Secretary of the Authority shall cause to be
kept minutes of the regular, adjourned regular, special , and
adjourned special meetings of the Commission and shall, as
soon as possible after each meeting, cause a copy of the
minutes to be forwarded to each member of the Commission.
(5) Quorum,
A majority of the members of the Commission which
Includes at least one member appointed by the governing body
of each of CSAC and LCC shall constitute a quorum for the
transaction of business. No action may be taken by the
Commission except upon the affirmative vote of a majority of
the members of the Commission which Includes at least one
member appointed by the governing body of each of CSAC and
LCC, except that less than a quorum may adjourn a meeting to
another time and place.
E. RULES AND REGULATIONS .
The Authority may adopt, from time to time , by
resolution of the Commission such rules and regulations for
the conduct of Its meetings and affairs as may be required .
Section 4 . Powers.
The Authority shall have any and all powers
relating to economic development authorized by law to each
of the parties hereto and separately to the public an lily
herein created , including , without limitation , the promotion of
opportunities for the creation and retention of employment,
the stimulation of economic activity, and the increase of the
lax base , within the jurisdictions of such parties . Such
powers shall include the common powers specified in this
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Agreement and may be exercised in the manner and according
to the method provided in Ihis Agreement. All such powers
common to the parties are specified as powers of the
Authority. The Authority is hereby authorized to do all acts
necessary for the exercise of such powers, including, but not
limited to, any or all of the following: to make and enter into
contracts; to employ agents and employees; to acquire,
construct, provide for maintenance and operation of, or
maintain and operate , any buildings, works or Improvements;
to acquire, hold or dispose of property wherever located; to
incur debts, liabilities or obligations; to receive gifts,
contrlbutiona and donations of properly, funds, services and
other forms of assistance from persons, firms, corporations
and any governmental entity ; to sue and be sued in Its own
name; and generally to do any and all things necessary or
convenient to the promotion of economic development,
including without limitation the promotion of opportunities for
the creation or retention of employment, the stimulation of
economic activity, and the increase of the tax base, all as
herein contemplated . Without limiting the generality of the
foregoing, the Authority may issue or cause to be issued
bonded and other indebtedness. and pledge any property or
revenues as security to the extent permitted under the Joint
Exercise of Powers Act, including Article 2 and Article 4 , the
Act or any other applicable provision of law.
The manner in which the Authority shall exercise its
powers and perform its duties Is and shall be subject to the
restrictions upon the manner In which a California county
could exercise such powers and perform such duties until a
California general law city shall become a Program
Participant, at which time it shall be subject to the
restrictions upon the manner in which a California general law
city could exercise such powers and perform such duties . The
manner in which the Authority shall exercise Its powers and
perform its duties shall not be subject to any restrictions
applicable to the manner in which any other public agency
could exercise such powers or perform such duties, whether
such agency is a party to this Agreement or not.
Section S. Fiscal Year.
For the purposes of this Agreement, the term "Fiscal
Year' shall mean the fiscal year as established from time to
time by the Authority, being , at the date of this Agreement,
the period from July 1 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, 1988 .
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Section 6. Disposition of Assets.
At the end of the term hereof or upon the earlier
termination of this Agreement as set forth in Section 2 hereof,
after pay ma nt of all expenses and liabillli es of the A u I horny ,
all property of the Authority both real and personal shall
automat I a l ly vest in the Program Participants and shall
IharaaIIor remain the sole property of the Program
Participants; provided, however, that any surplus money on
hand shall be relu rned in proportion to the contributions made
by the Program Participants.
Section T. B ands.
The Authority shall issue Bonds for the purpose of
exercising its powers and raising the funds necessary to carry
out Its purposes under this Agreement. Said Bonds may, al
the discretion of Authority, be issued in series.
The services of bond counsel, financing consultants
and other consultants and advisors working on the projects
andlor their financing shall be used by the Authority. The
fees and expenses of such counsel, consultants, advisors , and
the expenses of CSAC , LCC , and the Commission shall be paid
from the proceeds of the Bonds or any other unencumbered
funds of the Authority available for such purpose .
Section 9. L o c a 1 Approval.
A copy of the application for financing of a project
shall be filed by the Authority with the Program Participant in
whose jurisdiction the project is to be located . The Authority
shall not Issue Bonds with respect to any project unless the
governing body of the Program Participant in whose
jurlsdictlon the project is to be located, or Its duly authorized
designee, shall approve, conditionally or Unconditionally, the
project, Including the Issuance of Bonds therefor. Action to
approve or disapprove a project shall be taken within 45 days
of the filing with the Program Participant. Certification of
approval or disapproval shall be made by the clerk of the
governing body of the Program Participant, or by such other
officer as may be designated by the applicable Program
Participant , to the Authority.
Section 8. Bonds Only Limited and Special
Obligations of Authority.
The Bonds , together with the interest and premium,
if any, thereon , shall not be deemed to constitute a debt of
any Program Participant, CSAC , or LCC or pledge of the faith
and credit of the Program Participants, CSAC , LCC, or the
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Authority. The Bonds shall be only special obligations of the
Authority, and the Authority shall under no circumstances be
obligated to pay the Bonds or the respective project costs
except from revenues and other funds pledged therefor.
Neither the Program Participants, CSAC , LCC , nor the
Authority shall be obligated to pay the principal of, premium,
if any, or interest on the Bonds, or other costs Incidental
thereto, except from the revenues and funds pledged therefor,
and neither the faith and credit nor the taxing power of the
Program Participants nor the faith and credit of CSAC , LCC , or
the Aulhorlty shall be pledged to the payment of the principal
of, premium , if any, or interest on the Bonds nor shall the
Program Participants, CSAC , LCC, or the Authority in any
manner be obligated to make any appropriation for such
payment.
No covenant or agreement contained in any Bond or
Indenture shall be deemed to be a covenant or agreemenl of
any member of the Commission, or any officer, agent or
employee of the Authority In his individual capacity and
neither the Commission of the Authority nor any officer thereof
executing the Bonds shall be liable personally on any Bond or
be subject to any personal liability or accountability by reason
of the issuance of any Bonds.
Section 10 . Accounts and Reports,
All funds of the Authority shall be strictly accounted
for. The Authority shall establish and maintain such funds and
accounts as may be required by good accounling practice and
by any provision of any Indenture (to the extent such duties
are not assigned to a trustee of Bonds) . The books and
records of the Authority shall be open to inspection at all
reasonable limes by each Program Participant.
The Treasurer of the Authority shall cause an
independent audit to be made of the books of accounts and
financial records of the Agency by a certified public
accountant or public accountant in compliance with the
provisions of Section 6505 of the Joint Exercise of Powers
Act. In each case the minimum requirements of the audit shall
be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of the
Slate of California and shall conform to generally accepted
auditing standards. When such an audit of accounts and
records is made by a certified public accountant or publlc
accountant, a report thereof shall be filed as public records
with each Program Participant and also with the county auditor
of each county in which a Program Participant is located .
Such report shall be filed within 12 months o1 the end of the
Fiscal Year or Years under examination .
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Any costs of the audit, including contracts with , or
employment of, cerli fled 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.
In any Fiscal Year the Commission may , by
resolution adopted by unanimous vote , replace the annual
special audit with an audit covering a two-year period .
The Treasurer of the Authority, within 120 days
after the close of each Fiscal Year, shall give a complete
written report of all financial activities for such Fiscal Year to
each of the Program Participants to the extent such activities
are not covered by the reports of the trustees for the Bonds.
The trustee appointed under each Indenture shall establish
suitable funds, furnish If nanclal reports and provide suitable
accounting procedures to carry out the provisions of said
Indenture. Said trustee may be given such duties in said
Indenture as may be desirable to carry out this Agreement .
Section 11 . Funda.
Subject to the applicable provisions of each
Indenture, which may provide for a trustee to receive, have
custody of and disburse Authority funds , the Treasurer of the
Authority shall receive, have the custody of and disburse
Authority funds pursuant to the accounting procedures
developed under Section 10 hereof, and shall make the
disbursements required by this Agreement or otherwise
necessary to carry out any of the provisions or purposes of
this Agreement.
Section 12. Notices.
Notices and other communications hereunder to the
Program Participants shall be sufficient if delivered to the
clerk of the governing body of each Program Participant.
Section 13. Withdrawal and Addition of Parties.
A Program Participant may withdraw from this
Agreement upon written notice to the Commission; provided ,
however, that no such withdrawal shall result in the
dissolution of the Authority so long as any Bonds remain
outstanding under an Indenture . Any such withdrawal shall be
effective only upon receipt of the notice of withdrawal by the
Commission which shall acknowledge receipt of such notice of
withdrawal in writing and shall file such notice as an
amendment to this Agreement effective upon such filing.
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Qualifying public agencies may be added as parties
to this Agreement and become Program Participants upon : (i)
the filing by such public agency of an executed counterpart of
this Agreement, together with a certified copy of the
resolution of the governing body of such public agency
approving this Agreement and the execution and delivery
hereof; and (if) adoption of a resolution of the Commission
approving the addition of such public agency as a Program
Participant. Upon satisfaction of such conditions , the
Commission shall file such executed counterpart of this
Agreement as an amendment hereto, effective upon such filing .
Section 14. Indemnification.
To the full extent permitted by law, the Commission
may authorize indemnification by the Authority of any person
who Is or was a member or alternate member of the
Commission , 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 or alternate member of the
Commission, 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 a manner such person reasonably believed to be in the best
interests of the Authority and , in the case of a criminal
procoeding, had no reasonable cause to believe the conduct of
such person was unlawful and, In the case of an action by or
in the right of the Authority , acted with such care, including
reasonable inquiry , as an ordinarily prudent person in a like
position would use under similar circumstances.
Section 15, Contributions and Advances.
Contributions or advances of public funds and of the
use of personnel, equipment or property may be made to the
Authority by the parties hereto 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 may be
made subject to repayment, and in such case shall be repaid ,
in the manner agreed upon by the Authority and the party
making such advance at the time of such advance .
Section 16. Immunities,
All of the privileges and immunities from
liabilities , exemplions from laws , ordinances and rules , all
pension, relief, disability , workers' compensation , and other
benefits which apply to the activity of officers , agents or
employees of Program Participants when performing their
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respective functions within the territorial limits of their
respective public agencies, shall apply to them to the same
degree and extent while engaged as members of the
Commission or otherwise as an officer, agent or other
representative of the Authority or while engaged in the
performance of any of their functions or duties
extraterritorially under the provisions of this Agreement.
Section 17. Amendments.
Except as provided in Section 13 above , this
Agreement shall not be amended , modified, or altered except
by a written Instrument duly executed by each of the Program
Participants,
Section 18, Effectiveness.
This Agreement shall become effective and be in full
force and effect and a legal, valid and binding obligation of
each of the Program Participants at 9:00 a,m „ California time ,
on the date that the Commission shall have received from each
of the Initial Participants an executed counterpart of this
Agreement, together with a certified copy of a resolution of
the governing body of each such Initial Participant approving
this Agreement and the execution and delivery hereof.
Section 19. Partial Invalidity.
II anyone or more of the terms , provisions ,
promises, covenants or conditions of this Agreement shall to
any extent be adjudged invalid , unenforceable, void or
voidable for any reason whatsoever by a court of competent
jurisdiction , each and all of the remaining terms, provisions,
promises, covenants and conditions of this Agreement shall
not be affected thereby, and shall be valid and enforceable to
the fullest extent permitted by law.
Section 20. Successors.
This Agreement shall be binding upon and shall
inure to the benefit of the successors of the parties hereto.
Except to the extent expressly provided herein, no party may
assign any right or obligation hereunder without the consent of
the other parties.
Section 21 . 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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The section headings herein are for convenience
only and are not to be construed as modifying or governing the
language in the section referred to.
Wherever In this Agreement any consent or approval
is required , the same shall not be unreasonably withheld.
This Agreement is made in the State of California ,
under the Constitution and laws of such state and is to be so
cons lruad.
This Agreement is the complete and exclusive
statement of the agreement among the parties hereto, which
supercedes and merges all prior proposals, understandings ,
and other agreements, including, without limitation, the Initial
Agreement, whether oral , written, or Implied in conduct,
between and among the parties relating to the subject matter
of this Agreement.
IN WITNESS WHEREOF , the parties hereto have
caused this Agreement to be executed and attested by their
proper officers thereunto duly authorized , and their official
seals to be hereto affixed , as of the day and year first above
written .
Program PPartiiccciiip/a/annit:
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