R-8580
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RESOLUTION NUMBER 8580 (CCS)
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA MONICA
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF
AN AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA STATEWIDE
COMMUNITIES DEVELOPMENT AUTHORITY
WHEREAS, the city has expressed an interest In
participating in an economic development financing program in
conjunction with the parties to that certain Joint Exercise of
Powers Agreement between certain counties in Callfornia creating
the California Counties Industrial Development Authority, dated
as of November 18, 1987 (the "Original Agreement"), and
WHEREAS, due to broadened sponsorship for the programs
(the "Programs") to be undertaken pursuant to the Orl.ginal
Agreement, it was determined necessary to amend and restate the
Orlginal Agreement pursuant to that certaln Amended and Restated
Joint Exercise of Powers Agreement Relating to the California
statewlde Commun~tl.es Development Author~ty, dated as of June 1,
1988 (the "Amended Agreementll) to, inter alla, change the name of
the authority established pursuant to Origl.nal Agreement, modlfy
the governance thereof, and allow participation by California
cities;
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WHEREAS, there is now before this City Council the form
of the Amended Agreement; and
WHEREAS, the city proposes to participate In the
Programs and desires that certain projects to be located within
the City be financed pursuant to the Programs and it is in the
public interest and for the public benefit that the City do so;
and
WHEREAS, the Amended Agreement has been filed with the
Cl.ty, and the members of the City Councll, with the assistance of
~ts staff, have reviewed said document.
NOW, THEREFORE, it is hereby RESOLVED, ORDERED AND
DETERMINED, as follows:
SECTION 1. The Amended Agreement is hereby approved
and the City Manager is hereby authorized and dlrected to execute
sald document, with such changes, 1TISertlons and omissions as may
be approved by hlm, and the Clty Clerk or her designee lS hereby
authorized and dlrected to affix the city's seal to sald document
and to attest thereto.
SECTION 2. The Mayor, city Manager, city Clerk and
(other designated officials of the city) and all other proper
officers and officlals of the City are hereby authorized and
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directed to execute such other agreements, documents and
cert1fl.cates, and to perform such other acts and deeds, as may be
necessary or convenient to effect the purposes of this Resolution
and the transactions herein authorized.
SECTION 3. The city Clerk shall certify the adoptlon
of this Resolution, and thenceforth and thereafter the same shall
be in full force and effect.
APPROVED AS TO FORM:
JOSEPH LAWRENCE
Acting city Attorney
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AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
THIS AGREEMENT. dated as of June 1. 1988. oy and
among the partles executlng this Agreement (all such part~es,
except those wnich have wlthdrawn In accordance wlth Sectlon
13 hereof, being herein referred to as the "Program
?artlcipants8):
WITNESSETH
WHEREAS, pursuant to Tltle 1, Divls10n 7, Cha~ter 5
of tne Governmen~ Code of the State of Cal1forn12 (the "Joint
~xe~Clse of Powers Act"), two or more public agenc1es may by
agreement join~ly exerC1se any power common to the contractlng
partles; and
WHEREAS, each of the Program Participants 1S a
"?UCllC agency" as ~nat term 15 defined 1n Section 6500 of the
Government Code of ~ne Sta~e of Callfornla, 2nd
WHEREAS, each of the Program Partlclpants 1S
empowered to promote economic development, 1ncluding, without
li~ltation, the promotion or oppcrtunlties for the creatlon or
~etent10n of e~ployment, the st1lliulatlon of eco~a~lC 2C~~v~ty,
and t~e i~crease of :,e tax base, WIthin ltS ~oundar1es; and
WHEREAS, a PUOllC ent:ty esta~lisned pursuant to
the JOlnt Sxerc:se 0: ?owers Act IS empowered to :ssue
indus~rlal development ~onds pursuant to the Cal1forn1a
Industrial Developmen~ F1nancing Act (T1tle 10 (co~menc1ng
wlth Section 91500 of the Government Code or tne State of
CalIfornIa)} (the UAct") and to otherW1se undertake finanCIng
programs under the Joint ExerCIse of Powers Act or other
applicable prov1slons of law to promote economic development
through the Issuance of bonds. notes, or other eVIdences of
Indeotedness, or certIficates of partIclpation In leases Dr
other agreements (all such instruments belng nereIn
collectIvely referred to as "Bonds.); and
WHEREAS, 1n order to promote econo~ic development
witnin the State of Callfornla, the County S~perV1sors
Assoclatlon of Callfornla (MCSAC"), together wlth the
California Manufact~rers ASSOCIatIon, has established the
Bonds for Industry program (the 'Program").
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n~EHEAS, ~n furtherance of the Program. certaIn
CalIfornla countIes (collect:vely, ~he -In1(:a1 Part1c1pants-)
have entered into that certaIn JOInt Exercise of Powers
Agreement dated as of November 18, 1987 (the "InItial
;greement"), pursuant to wnich the CalifornIa Counties
IndustrIal Development AuthorIty has been estaol~shed as a
separate entity under the Joint ExerCIse of Powers Act for the
pur?oses and wItn the powers s?ecifIed In the InItial
A9 reement; and
WHEREAS, the League of California CIties ("Lee")
has determIned to Join as a sponsor of the Program and to
actlvely participate in the admInistratIon of the AuthorIty;
and
WHEREAS, the InItIal PartlcIpants have determIned
to speCIfically authorIze the Autnorlty to :ssue Bonds
pursuant to ArtIcle 2 of the Joint Exerc~se of Powers Act
(~ArtIcle 2~) and Article 4 of the Joint Exerc~se of Powers
Act ("Article 4"), as well as may be authOrIzed by the Ac~ or
other applicable law; and
WHEREAS, the Iniclal Participants deSIre to ~en2me
the California Counties Industrial Development AuthorIty to
better reflect the additIonal sponsorshlp of the Program; and
WHEREAS, each of ~he I~itial Partic~pants has
deterQined that :L IS In the public interest of the cltlzens
wlthin lts boundaries, and to the benefit of sucn InlLlal
?arLIC~?ant and ~ne area and persons served ~y such Initlal
?art:clpant, to a~end a~d restate In :tS entIre~y the In:tlal
Agree~ent in oreer to I.plement the provis:ons set fort~
aDQve; and
WHEREAS, iL :s t~~_ desire of the Program
?artlclpants to use a publlC entity estaolished pursuant :0
the JOlnt ExerClse of Powers Act to undertake proJects WIthin
theIr ~espectlve Jurlsdictions that may be financed with Bonds
Issued pursuant to the Act, ArtIcle 2, Article 4, or other
applicable prOV1Slons of law; and
WHEREAS, tne proJects undertaken WIll result In
SIgnificant publ1c benefits, Including those public cene:lts
set forth In SectIon 91502.1 of the Act, an Increased level of
economic actIVIty, or an lDcreased tax base. and WIll
tnerefore serve and be of benefIt to t~e lnnaoltants of ~ne
Jur1sdlctIons of the Program part1cIpants;
NOW, THEREFORE, the Program Partlc1pants, for and
In conslderatloP of t~e ~utual promises and agreements hereln
ccnta~ned. do a~ree to amend and restate the I,~tlal ~9ree~ent
~n lLS en(lrety to prOVlce as follows:
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See t ion 1.
Purpose.
This Agreement is made pursuant to the provislons of
~~e JOlnt Exerc1se 0: ?owers Act, relatIng to the JOInt
exerCIse of powers common to public agenc1es, 1n th1S case
~elng the Program Partlclpants. The Program Part:cIpants each
;;.ossess the powers referred to- 1n the reci tals hereof. The
;;.urpose of t~i5 Agreement IS to establish an agency for, and
~ith the purpose of, Issu1ng Bonds to finance proJects wlthin
the ~errltorial limlts of the Program Partlclpants pursuant to
t~e ~ct, Article 2, Artlcle 4, or other applicable provIsIons
or law; ~rovided. however that nothing :n thIS ~greement shall
be construed as a limItation on the rIghts or the Program
Partlc~pants to pursue economlC development outSIde of this
Agreenent, including the rIghts :0 issue Bonds through
:~dustrlal developmen~ authorItIes under tne Act, or as
otherWlse perm1tted by law.
W1thIn the VarIOUS jurIsdIctlons of the Program
PaItlclpants such purpose w~ll be accomplished and salo powers
exerc~sed In the manner hereinafter set forth.
Section 2.
Term.
This Agreement shall become eifectlve In accordance
with Section 18 as oi the date hereof and snaIl contlnue 1n
full force and effect :or a period of :orty {40) years from
~he cate hereof, or unt~l such tlme as :t 1S termlnated 1n
wrl:~~g by all the Program Partlclpants; ?rov1ded, ~owever,
tna~ ~his Agreement snaIl not termInate or ~e termlnaLec ~ntl1
t~e cate on wnIch all Bonds or ocner :~deDtedness ~ssued or
caused to De lssued DY the Authorlty shail have been ~etlred,
Jr full prOV1SIon snall have been made for theIr retl~ement,
l~cluding lnterest viltll their retlre~ent date.
Section 3. Authority_
A. CREATION AND POWERS OF AUTHORITY.
(l} Pursuant to the Joint Exercise of Powers Act, ~here
is nereby created a public entlty to be known as t~e
-Cal1fornla Statew1de Communltles Development Authorlty" (the
"Autnor1tyR), and saId AuthorIty snall be a publlC entity
separate and apart f~om the Program Partlclpants. Its debts.
~lab1lltles and ObligatIons do not COnStItuce debts,
liabllitles or obl~gatlons of any party to thlS Agreement.
B. COMMISSION.
The Authorl~Y s~all be cdminlstered by a COffimlSSlOn
(tre "Commlsslon') IvhlCh shall cons1st of seven memoers. eacn
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serving in his or her IndlVldual capacIty as a memoer of the
COIT~ISslon. The CommisSIon shall be the administer~ng agepcy
of ~his Agreement, and, as such, shall be vested wIth the
~owers set :orth hereIn, and shall execute and admInIster thIS
Agreement in accordance with the purposes and functIons
prOVIded herein.
Four ~emDers of the COIT~ISSlon shall be appoInted by
the governIng body of CSAC and three meffioers of the CommIssIon
shall be appointed by the governIng body or Lee. Initial
~emDers of the CommissIon shall serve a term ending June 1,
1991. Successors to such ffiemDers snall be selected In the
manner in which the respectIve ~nltlal member was selected and
snaIl serve a term or three years. Any appOIntment :0 fill an
~nexpired term, nowever. shall be for sucn unexpIred term.
~he term of off:ce speclf~ed above sn211 be applicaole ~nless
~he term of office of the respectIve memoer 1S termInated as
here1nafter prOVIded, and ?rov1ded that the term of any nemoer
snall not expIre unt1l a successor tnereto has been aPPoInted
as provided hereln.
Each of CSAC and LCC ~ay apPOInt an alternate ~ember
of the Commiss~on for eacn ~ember of the CommiSSIon Willcn it
appoints. Such alternate member ~ay act as a member of ~he
CommISSIon in place of and during the absence or disanility of
such regularly apPoInted memner. All :eferences in thIS
Agreement to any ~ernoer of tne Co~m1ssion shall be dee~ed to
refer to and include the applic2nle alternate memner ~nen so
act:~g In place 0: c regularly cPPolnLed rremDer.
Each nemoer or alternate memoer of the COnID1SS10n
~ay be removed and replaced at cP.Y tIme DY the gover~lng body
by wnich such memoer was appoInted. Any indiVIdual, :ncludlng
any memDer of the governl~9 oody or staff of CSAC or LCC,
snail be eligIble to serve-as a me~ber or alternate memDer of
~he Cormnlssion.
Members and alternate memoers of the CommIssion
shall not receIVe any compensation for serving as sucn but
snaIl be entitled to reImbursement for any expenses actually
~ncurred in connection w1th serVIng as a member or alternate
member, if the CommIss1on snall deter~lne that sucn expenses
shall be reimbursed and there are unencumDered :unds ava1lable
for such purpose.
C_ OFFICERS; DUTIES; OFFICIAL BONDS.
The Commlss1on shall elect a ChaIr, a vice-Chalr.
and a Secretary of the AuthorIty from among its memoers to
serve for sucn term as snaIl be determIned ~y the Commlsslo~.
~he Comm1ssIon snaIl appOInt one or more of ltS offlcers or
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employees to serve as treasurer. audltor, and controller of
the Authorlty (the "Treasurer") pursuant to Section 6505.6 of
the Joint ExerClse of Powers Act to serve for sucn term as
shall be determlned by the CO~~isslon.
Subject to the appllcaole provlsions of any
resolution, lndenture or ocher instrument or proceeolng
authorlzlng or securlng Bonds (each sucn resolutlon,
indenture, instrument and proceeding belng hereln referred to
as an "Indenture") providing for a trustee or other fiscal
agent, the Treasurer is designated as the deposltary of the
~uthorlty to have custody of all ~oney of the AuthorIty, from
whatever source derlved.
The Treasurer of the Authority shall have the
powers, duties and responslbilitles spec:fied in
Sectlon 6505.5 of the Joint ExerClse of Powers Act.
The Treasurer of the Authorlty is deslgnated as the
PUOllC officer or person wno has charge of, handles, or has
access to any property of the Authority, and such officer
shall file an o:flcial bond with ~he Secretary of the
?uthorlcy in the amount speclfied by ~esolutlon of the
Commission but ~n no event less than $1,000. If and to the
extent permitted by law, any such officer may satisfy this
requlrement by filing an official bond in at least said amount
oDtained in connectlon with another puol~c office.
The COmffilssion shall have the power to appOlnc such
other ofrlcers and e~ployees as ~t may deem necessary and to
:eta~n Independent counsel, consuitants and accountants.
The Comm1SS1on snall have the power, by resolutlon,
~8 tne extent ?ermicted by the JOlnt Exercise of Powers Act or
any ocher applIcable law, t~ delegate any of its funCClons to
one or more of the members of the CommlSSlon or officers or
agents of the Authority and to cause any of sald members,
officers or agents to take any actions and execute any
documents or i~struments for and In the name and on behalf of
the Commlssion or the Authority.
D. MEETINGS OF THE COMMISSION.
(I) Reqular MeetInqs.
The Cornmlsslon shall provlde for ItS regular
meetIngs; provided, however, it shall hold at least one
regular meetlng each year. The date, hour and place of the
noldlng of the regular meetlngs shall be fixed by resolutIon
of the Commlsslon and a copy of Such resolutlon shall be filed
wlth each party nereto.
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(2) S:)ec::-al :~eet~nas.
Special meetings of the Commlsslon may be called In
accordance wIth the provisions of Sectlon 54956 of the
Government Code of the State of Califor~12.
(3) ?aloh M. Brown Act.
All meetlngs of the Commlsslon, Including, without
limItatIon, regular, adJourned regular, specIal, and adJourned
special meetlngs snaIl be called, notIced, held and conducted
In accordance WIth the provisions of t~e Ralph M. Brown Act
(commenCIng WIth Section 54950 of the Government Code of the
State of CalifornIa).
(4) ~11nutes.
The Secretary of the Authorlty shall cause to De
kept DlnuteS of tne regular, adJourned :egular, specIal, and
adJourned specIal ~eetings of the CommlsSlon and snaIl, as
soon cS possIble after each meetlng, Ccuse a copy of the
minutes to oe :orwarded to each member 0: the CommISSIon.
(5) Quo ru:n.
A maJorIty of the members of ~he Commission wnieh
includes at least one member appOInted ~y the governIng Dody
of eacn of CSAC a~d LCC shall constitu~e a quoru~ for t~e
transacc:on of CUSlness. No action may ~e taken by the
CO~L:ssion except upon the a:fi:matIve .ate of a waJorl~Y cf
~he ~eMoers 0: t~e CowmlSSlon WhlCh l~cludes at least one
~emoer appOInted by the gOVernIng Qody cf eacn of CSAC 2nd
Lee, except that less than a quorum ITey adjou~n a ~eetlnq to
anotter t~me and ?lace.
E. RULES rtND REGULATIONS.
The Authority may adopt, from tIme to tIme, ~y
resolutlon of the Commission such rules and regulatIons ~or
the conduct of ltS meetings and affal~s as may oe required_
Section 4.
Powers.
The AuthorIty shall have any end all powers relatIng
to economic development authorIzed by ~aw to each of the
parties hereto end separately to the p~nlic entIty nereln
created, :ncluding, WIthout lImitatIon. the promotIon of
opportunIties for the cr=atlon and retentl0n of employment,
the stimulatIon of econOffilC actiVIty, end the Increase of the
tax base, withIn the )urisdIctlons of such partIes. Suen
powers shall :~clude the common po~ers speCIfIed In thIS
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~gree~ent and ~ay De exerclsed I~ the manner and accordIng to
~he r.ethod provided In thIS Pgree~ent. All such powers commOn
~o ~he partIes are specIfied as powers of the Authorlty. The
~uthcrlty 1S hereby authorized to do all acts necessary for
~~e exerCIse of such powers, lncluding, but not l:mlted to,
any or a 11 of the follow1ng: to make and enter Into
contracts; to employ agents and employees; to acqUIre,
C8nstruCt, provIde for maIntenance and operatIon of, or
ITaI~taln and operate, any bUIldIngs, works or :mprovements; to
acqUIre, hold or dIspose of property wherever located; to
Incur debts, liabilit~es or obligations; to receIve gIfts,
contrIbutions and donations of property, funds, serVIces and
other :orms 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 tne promotIon of economlC development, Including
~lthouL ~imitatlon the promot1on of opportunltles for the
c:eatIon or retention of employment, the stimulation of
eccnom:c actiVIty, and the Increase of the tax base, all as
nereln con~empla~ed_ ~Ithout limiting the generali~y of the
=oregolng, the Authority may issue or cause to be :ssued
80nded and other indebtedness, and pledge any property or
:evenues as security to the extent permltted under the JOInt
ExerCIse of Powers Act, including Artlcle 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 dutles IS and shall De s~bJect to the
:estrictions upon the manner In which a CalifornIa county
could exerc~se such powers and perform such dutIes untl~ a
Cali:orn~a general law CIty shall beco~e a Progra~
?art:c:pant, at ~hlcn ~lme I~ snaIl be SUbJect ~o ~he
:estr:ctlons upon the manner 1n wnich a Califor~~a general law
CIty could exerC1se such powers and perform Silcn 3ut1es. The
uanner 1n wnich the Authority shall exerClse ltS powers and
perform 1ts dutIes shall naf be subJect to any rest~lctions
applicable to the manner In which any other PUOllC agency
could exerCIse such powers or perform such dutIes, wnetner
such agency is a party to thlS Agreement or not.
Section 5. Fiscal Year.
For the purposes of thlS Agreement. the term "Fiscal
YearH snail mean the fiscal year as establIshed from t:me to
tlme by the Autnorlty, being, at the date of tnIs Agreement,
the perlod from July 1 to and lncluding the follawlng June 30.
except for the first Flscal Year which shall be the oeriod
from the date of th1S Agreement to June 30, 1986. -
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Section 6_ DisDosltion of Assets_
At the end of the term hereof or upon the earller
:ermination of t~is Agreement as set forth In SectlOn 2
hereof, after peyment of all expe~ses and llabil~tles of the
;uthorlty, all property of the Authority both real and
personal shall automatically vest In the Program Parc~Clpants
end shall thereafter remaln the sole property or tne ?rogram
?artlcipants; provided, however, that any surplus money on
hand shall be returned in proportIon to the contrIbutIons made
8Y the Program Participants.
Section 7. Bonds.
The A~thorlty shall Issue Bonds for t~e purpose of
exerciSIng Its ?owers and raIsing the funds necessary ~c carry
out ~ts purposes under this Agreement. Said Bonds ~ay, at the
G~Scretlon of Authority, be issued In serIes.
The serVIces of cond counsel, finanCIng consultants
and other consultants and advIsors working on the proJects
and/or 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 snall be paId
from the proceeds of the Bonds or any other unencumbered funds
of the Authority ava1lable for sucn purpose.
Section 8. Bones Only Limited and SpeCial
Obligations of Authority.
The Eonds. ~ogetre[ ~It~ the l~terest and ?:e~lu~,
If any, :hereon, s~all ~ot ~e dee~ed to const:t~~e a debt of
any P~ogra~ Partlclpant, CSAC, cr sec or pledge of the :aIch
and =redit of tne Program Part:cl~ants, CSAC, ~CC. or the
Author~ty. The 30nds snaIl. be o~ly special obl:gatlons of the
AuthorIty, and tae AuthorIty shall under no Clrcumstances be
obligated to pay the Bonds or t~e respectIve project costs
except :rom revenues and other funds pledged therefor.
Nelther the Program Particlpants, CSAC, Lee, nor the Authorlty
shall be obligaced to pay the p:lnc1pal of, premIum, ~f any,
or interest on the Bonds, or other costs Inclden~al ~hereto,
except from the revenues and funds pledged therefor, and
neitner the faIth and credlt nor the taxlng power of the
Program PartiCIpants nor the faIth and credit of CSAC, Lee, or
the Authority shall be pledged to the payment 0= the prInCIpal
of. premIum. 1= any, or Interest on the Bonds nor snaIl tne
Program Partlclpants. CSAC, ~CC. or the Authorlty in any
~anner be obligated to make any appropriat1on for such payment.
No covenant or agree~ent contained in any Bond or
:ndenture snall ~e deemed to be 3 covenant or cgreement of ar.y
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~emDer of the Ccrrm~ss~on, or any O::lcer, agent or employee cE
t,e AuthorIty in nlS IndIv:dual capacIty and neIther the
Co~mlss~on of the Author1ty nor ar-y o:fIcer thereof exeCUtlrg
:ne Bonds shall ~e llable personally on any Bona or be sUDJeCt
to any personal lIabIlIty or accountabIlIty by reason of tne
Issuance of any Bonds.
See t ion 9.
Local Approval.
A copy of the applicat10n for financ~ng of a proJect
snaIl ~e :iled by the AuthorIty w1th tne Program ParL1Clpant
:n wnose ]urisd~ctlon the proJect :s to be located. The
;uthorlty snaIl not Issue Bonds wIth respect to any proJec~
unless the governIng body of tne Program PartIc~pant 1n wnose
]~rlsdictlOn the project is to be located, or its duly
aethor~zed designee, shall approve, conditIonally or
uncondItionally, the proJect, IncludIng the Issuance or Bonds
~~erefor. Action to approve or dIsapprove a project shall be
:aKen ~ithin 45 days of the filIng wIth the Program
?art1cIpant. Certif:cation of approval or disapproval s~all
~e ~ade by the clerk of the governIng body of the P~ogram
?art:cipant, or 8Y such other off:cer as may be desIgnated by
~he 2ppllcable Prograill ?artlci~ant, to the AuthorIty.
Section 10. Accounts and Reports.
All funds of the ~uthorlty snaIl be str~ctly
accounted for. ~he huthor:ty s~all estaollsh and ~aIntaIn
sucn :~nds and accounts as may be :equIred by good aCCOuntIng
p:aCtlCe and by any prOVISIon cf any I~denture (to t~e extent
suc~ d~tles are ~ot ass:gnec ~o 2 ~rustee of Bonds) The
~OOkS ar-a records of the kUt~Or1ty shall be open to :nspect:on
c~ cil :easonanle tl~es ~y eact ?~ogra~ ?artlc:pant.
The T:easurer of ~ne ActhorltY snaIl cause an
Independent audIt to be mane of t~e cooks of accounts ~nd
financ~al records of the Agency by a certl=ied publIC
accountant or public accountant In complIance WIth the
?rovlsions of Section 6505 of the JOInt ExerCIse of Powers
Act. In each case the nInImum reqUIrements of the audlt snaIL
De t~ose prescrIbed by the State Controller for speCIal
distflcts under Sect10n 26909 of the Government Code of the
State of CalifornIa and shall conform to generally accepted
audItIng standards. ~hen such an audit of accounts and
records IS made by a certlf:ed publIC accountan~ or publIC
accountant, a report thereof snaIl be filed as publIC records
WIth eacn Program PartICIpant atid also WIth the councy audItor
of eacn county In wnleh a P~ogram partlcipant is located.
Sucn report shall be fIled WIthIn 12 months of the end of toe
FIscal Year or Years under examInatIon.
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Any ccs:s of t~e audIt, incl~dlng cont:acts ~Ith, Of
employment cf. =ertifled publIC accountants or puollc
accountants In ~ar.ing an audit pursuant to this SectIon, shall
be borne by the ~uthorlty and shall be a charge agaInst any
unencumoerea funds of the AuthorIty aV31laole :Of that purpose.
In any :Iscal 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, snaIl gIve a complete
wrItten report of all fInanCIal activitles for such Fiscal
Year to each of the Program Partlcipan~s to the extent such
actiVItIes are not covered by the reporLs of tne trustees for
the Bonds. The ~~ustee appointed under eact Indenture shall
establish suitable funds, :urnish financlal reports and
?rovide suitable accountlng procedures to carry out the
prOVISIons of saId Indenture. Said t:ustee may be g~ven such
duties Ln said Indenture as may be deslraole LO carry out thIS
Agreement.
Sect ion 11.
Funds.
Subjec~ to the applicable provisions of each
Indencure, whicn may prOVIde for a trustee to recelve, nave
castody of and disourse AutnOrlLY funds, t~e T:easurer of the
Autnorlty shall recelve, have the eustocy of c~d clsburse
Authorl~Y funds pursuant to the account:ng ?rocedures
developed u~der SeCL~Op. 10 hereof, and shall ~2ke ~ne
dls~ursements =equIred by ~h~s Agree~ent 0r o~~er~lse
~ecessary to carry OUL any or tne prOVISIons or purposes or
thIS .;l.greement.
Section 12.
Not l-ceS.
Notices and other communlcatlons hereunder to the
Program Particlpants shall be sufficlent i: dellvered to the
clerk of the ~overnIng body of eaeh Program ?artIclpant.
See t ion 13.
Nithdrawal and Additlon of Partles_
A Program Partlclpant may wltndraw from tnis
Agreement upon written notice to the CommISSIon; prOVIded,
however, that no such wIt~drawal shall ~esult :n the
dlSSolutlon of the Authorlty so long as any Sands remaIn
outstandIng under an Indenture. Any such wlthdrawal shall be
effect:ve only u~on receipt of the notlce of ~ILhdrawal by the
CommiSSIon whicn shall aCknowledge receipt of sucn notIce of
wlthdrawal in ~rIting and shall file such notIce as an
amendment to tPIS Agreement effectlve ~~on such fIlln9-
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QualIfYIng publIc agencIes may be added 2S parties
to thIS Agreement and become program Part~clpants upon: (i)
the filing by such public agency of an executed counterpart of
~nls 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 (ii) 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 Commiss1on
may authorIze IndemnIfication by the AuthorIty of any person
wno is or was a member or alternate member of the Comm1ssion,
or an officer, employee or other agent of the Autnori~y, and
wno 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 CommlsSlon, or an
officer, employee or other agent of the Authorlty, against
expenses, ~udgments, fines. settlements and other amounts
actually and reasonably incurred in connection with such
proceed1ng, if such person acted in good fai~h and in a Qanner
such person reasonably believed to be in the best interests of
the Authority and, :n ~he case of a criminal proceeding, had
no reasonable cause to believe the conduct 0= such person was
unlawful and, :n the case of an action by or in the ~ight of
the Authorlty, ac~ed with such care, includIng reasonable
Inqulry, as an ordinarily prudent person In a l:ke ?OSI~lon
would use under similar CIrcumstances.
Section 15. Contributions and Advances.
Contributlons 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 or any such contribution. Any such advance ~ay be
made subject to repayment, and in such case snaIl be repaId,
1n the manner agreed upon by the AuthorIty and tne party
making such advance at the time of such advance.
Section 16.
Immunities.
All of the privileges and immunlties from
liabilities, exemptions from laws, ordinances and rules. all
penSlon, relief, dIsabilIty, workers' compensation, and other
benefits which apply to the actiVIty of offIcers, agents or
employees of Program PartiCIpants wnen performIng thelr
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~es~ect~ve functlons wItr.ln the terrItorIal lImIts c~ t~elr
=espec~~ve publIC agenc~es, shall apply to them to the same
degree and extent ~h11e engaged as memoers of the CommIssIon
or otherwise as an officer, agent or other ~epresentatIve of
~he AuthorIty or while engaged In ~he performance at any of
Lnelr =unctions or dutIes extrater~ltorlally under ~he
prOV~Slons of this Agreement.
Section 17. Amendments.
Except as provided in SectIon 13 above, this
Agreement shall not be amended, ~odified, or altered except by
a wrItten instrument duly executed by each of the Program
~a::tlcipants.
Section 18. Effectiveness.
This Agreement shall become effective and be In full
force and effect and a legal, valid and bIndIng obligatlon of
eac~ of the Program participants at 9:00 a.m., CalifornIa
tIme, on the date that the CommI5510n shall have receIved from
eacn of the Initial Part1c1pantS an executed counterpart of
thIS Agreemenc, together wIth a certlfied copy of a resolutlon
of the governing body of each such Initial Partlclpant
approv1ng tbis Agreement and the execution and delivery hereof.
Section 19. Partial Invalidity.
If anyone or ~ore of the terms, provlSlons,
?::O~lses, covenants or conditlons of this AgreeQen~ snaIl to
cny ex~ent be adjudged Invalid, ~nenforceable, 701d cr
vCldaole for any reason whatsoever oy a court or cQ@petenc
]cr:sdictlon, eacn and all of ~~e re~alning terms, provlslons,
~::omlses, covenants and condItIons of this Agreement shall not
De a:fected thereby, and shall De valld and enforceable to the
=~l:est extent permitted bY-law
SectIon 20. Successors.
This Agreement snaIl be DInding upon and snall lnure
to the benefit of the successors of the parties hereto_
Sxcept to the extent expressly prOVided herein, no party may
assign any right or oDligatlon hereunder without ~he consent
of the other partles.
Section 21. Miscellaneous.
This Agreement may De executed in several
counterparts, eacn of which snaIl be an orlginal and all or
whIcn shall constItute but one and the same lTIstrument.
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~he sect~on headIngs r.ereln are for convenIence only
and are not to be construed 2S modIfYIng or governlng the
~anguage In the sectIon referred to.
Wherever 10 this Agree~e~t any consent or approval
IS required. the same snaIl not be unreasonaoly w1thheld.
This Agreement ~s made 1~ the State of Callfornla.
under the ConstitutIon and laws of such state and 1S to be so
construed.
This Agreement is the complete and excluslve
statement of the agreement among the partIes hereto. whlcn
supercedes and merges all prIor proposals, understandings. ano
other agreements, IncludIng, WIthout limItatIon, the InItIal
Agree~ent. whether oral, wrItten, or implIed 1n conduct,
Detween and among the partIes relatIng to the subJect ~atter
of thIS Agreement.
IN WITNESS WHEREOF, tne parties hereto have caused
this Agreement to be executed and attested by theIr proper
offlcers thereunto duly authorIzed. and thel! OffICIal seals
to be hereto affixed, as of the day and year t1rst aDove
wrItten.
Program Participant:
[SEAL]
By
Name.
'Title:
-:;'PPROVED AS 7Q FOR!1:
ATTEST: -I
~ i~
B*C~~JJ.J~
,'N anie :JOSEPH -LAWRENCE
\ Ti tie: .;'ct~nq C1~V Attorney
~ --
1 ~
~.)
379hS
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Adopted and approved th1s 27th day of Apr11, 1993.
1c M~!o~
I hereby cert1fy that the forego1ng Resolut1on No. 8580(CCS)
was duly adopted by the C1ty Counc11 of the C1ty of Santa Mon1ca
at a meeting thereof held on Aprll 27, 1993 by the follow1ng
Council vote
Ayes: Counc1lmembers: JI..bdo I Genser[ Greenberg [
Holbrook, Olsen, Vazquez
Noes CounC1lmembers: None
Abstaln: Counc1lmembers: None
Absent: Counc1lmembers: Rosensteln
ATTEST:
/5~~u-
lusT <J'ty Clerk