HomeMy Public PortalAbout2016.022 (02-02-16)RESOLUTION. 2016.022
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD
APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF A JOINT
EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA
MUNICIPAL FINANCE AUTHORITY; CONSENTING TO THE INCLUSION OF
PROPERTIES WITHIN THE TERRITORY OF THE CITY IN THE CALIFORNIA
MUNICIPAL FINANCE AUTHORITYPACE PROGRAM; AUTHORIZING THE
CALIFORNIA MUNICIPAL FINANCE AUTHORITY TO ACCEPT
APPLICATIONS FROM PROPERTY OWNERS, CONDUCT CONTRACTUAL
ASSESSMENT PROCEEDINGS AND LEVY CONTRACTUAL ASSESSMENTS
WITHIN THE TERRITORY OF THE CITY; AND AUTHORIZING RELATED
ACTIONS
WHEREAS, the California Municipal Finance Authority (the "Authority ") is a
joint exercise of powers authority, the members of which include numerous cities
and counties in the State of California (the "Members "), formed pursuant to a Joint
Exercise of Powers Agreement Relating to the California Municipal Finance
Authority, dated as of January 1, 2004 (the "Agreement ") for the purpose of
promoting economic, cultural and community development and in order to
exercise any powers common to its Members, including the issuance of bonds,
notes or other evidences of indebtedness; and
WHEREAS, City of Lynwood (the "City "), has determined that it is in the
public interest and for the public benefit that the City become a Member of the
Authority in order to facilitate the promotion of economic, cultural and community
development activities in the City, including the financing of projects therefor by
the Authority; and
WHEREAS, there is now before this City Council the form of the
Agreement; and
WHEREAS, the Agreement has been filed with the City, .and the members
of the City Council, with the assistance of its staff, have reviewed said document;
and
WHEREAS, the Authority has established its CMFA PACE Program (the
"Program ") to allow the financing or refinancing of renewable energy, energy
efficiency, water efficiency and seismic strengthening improvements, electric
vehicle charging infrastructure and such other improvements, infrastructure or
other work as may be authorized by law from time to time (collectively, the
"Improvements ") through the levy of contractual assessments pursuant to Chapter
29 of Division 7 of the Streets & Highways Code ( "Chapter 29 ") within counties
and cities throughout the State of California that consent to the inclusion of
properties within their respective territories in the Program and the issuance of
bonds from time to time; and
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WHEREAS, Chapter 29 provides that assessments may be levied under its
provisions only with the free and willing consent of the owner or owners of each
lot or parcel on which an assessment is levied at the time the assessment is
levied; and
WHEREAS, the City desires to allow the owners of property ( "Participating
Property Owners ") within its territory to participate in the Program and to allow the
Authority to conduct assessment proceedings under Chapter 29 within its territory
and to issue bonds to finance or refinance Improvements; and
WHEREAS, the territory within which assessments may be levied for the
Program shall include all of the territory within the City's official boundaries; and
WHEREAS, the Authority will conduct all assessment proceedings under
Chapter 29 for the Program and issue any bonds issued in connection with the
Program; and
WHEREAS, the City will not be responsible for the conduct of any
assessment proceedings; the levy of assessments; any required remedial action
in the case of delinquencies in such assessment payments; or the issuance, sale,
administration. repayment or guarantee of any bonds issued in connection with the
Program.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD
DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:
Section 1. This City Council hereby finds and declares that the foregoing
recitals are true and correct.
Section 2. The Agreement attached hereto as Exhibit B is hereby
approved and the Mayor, is hereby authorized and directed to execute said
document, in a form approved by the City Attorney, and the City Clerk is hereby
authorized and directed to attest thereto.
Section 3. This City Council hereby finds and declares that properties in
the territory of the City will benefit from the availability of the Program within the
territory of the City and, pursuant thereto, the conduct of special assessment
proceedings by the Authority pursuant to Chapter 29 and the issuance of bonds to
finance or refinance Improvements.
Section 4. In connection with the Program, the City hereby consents to
the conduct of special assessment proceedings by the Authority pursuant to
Chapter 29 on any property within the territory of the City and the issuance of
bonds to finance or refinance Improvements; provided, that
(1) The Participating Property Owners, who shall be the legal owners of
such property, execute a contract pursuant to Chapter 29 and comply with
PASSED, APPROVED and ADOPTED this 2nd day of February, 2016.
ATTEST:
Maria Quinonez,
City Clerk
APP OVED AS TO FORM:
� u[t
David A. Garcia,
City Attorney
Edwin Hernandez,
Mayor
J. Arnoldo Beltran,
City Manager
A=TENT:
Raul Godinez II, P. .,
Director of Public Wbfks /City Engineer
other applicable provisions of California law in order to accomplish the valid
levy of assessments; and
(2) The City will not be responsible for the conduct of any assessment
proceedings; the levy of assessments; any required remedial action in the
case of delinquencies in such assessment payments; or the issuance, sale,
administration, repayment or guarantee of any bonds issued in connection
with the Program.
Section 5. The appropriate officials and staff of the City are hereby
authorized and directed to make applications for the Program available to all
property owners who wish to finance or refinance Improvements; provided, that
the Authority shall be responsible for providing such applications and related
materials at its own expense. The following staff persons, together with any other
staff persons chosen by the Mayor or City Manager of the City from time to time,
are hereby. designated as the contact persons for the Authority in connection with
the Program: Director of Public Works or his designee.
Section 6. The appropriate officials and staff of the City are hereby
authorized and directed to execute and deliver such certificates, requisitions,
agreements and related documents as are reasonably required by the Authority to
implement the Program.
Section 7. The City Council hereby finds that adoption of this Resolution
is not a "project" under the California Environmental Quality Act, because the
Resolution does not involve any commitment to a specific project which may
result in a potentially significant physical impact on the environment, as
contemplated by Title 14, California Code of Regulations, Section 15378(b)(4)).
Section 8. This Resolution shall take effect immediately upon its
adoption. The City Clerk is hereby authorized and directed to transmit a certified
copy of this resolution to the Financial Advisor of the Authority at: California
Municipal Finance Authority, 2111 Palomar Airport Road, Suite 320, Carlsbad,
California 92011, Attn: Anthony Stubbs.
Section 9. The City Clerk shall certify as to the adoption of this City.
Council Resolution.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby
certify that the foregoing Resolution was passed and adopted by the City Council
of the City of Lynwood at a regular meeting held on the 2nd day of February,
2016, and passed by the following vote:
AYES: COUNCIL MEMBERS ALATORRE,
SOLACHE, CASTRO AND HERNANDEZ
NOES: NONE
ABSENT: NONE
- ABSTAIN: NONE
aria Quinonez, City Clerk
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
SANTILLAN -BEAS,
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the
Clerk of the City Council of said City, do hereby certify that the above foregoing is
a full, true and correct copy of Resolution No. 2016.022 on file in my office and
that. said Resolution was adopted on the date and by the vote therein stated.
Dated this 2 "d day of February, 2016.
Maria Quinonez, C6 Clerk
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JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY
THIS AGREEMENT, dated as of January 1, 2004, among the parties executing this
Agreement (all such parties, except those which have withdrawn as provided herein, are referred
to as the "Members" and those parties initially executing this Agreement are referred to as the
"Initial Members "):
WITNESSETH
WHEREAS, pursuant to Title 1, Division 7, Chapter 5 of the California Government Code
(in effect as of the date hereof and as the same may from time to time be amended or supplemented,
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 Members is a "public agency" as that term is defined in Section
6500 of the Joint Exercise of Powers Act; and
WHEREAS, each of the Members is empowered by law to promote economic, cultural and
community development, including, without limitation, the promotion of opportunities for the
creation or retention of employment, the stimulation of economic activity, the increase of the tax
base, and the promotion of opportunities for education, cultural improvement and public health,
safety and general welfare; and
WHEREAS, each of the Members may accomplish the purposes and objectives described
in the preceding preamble by various means, including through making grants, loans or providing
other financial assistance to governmental and nonprofit organizations; and
WHEREAS, each Member is also empowered by law to acquire and dispose of real
property fora public purpose; and
WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint
exercise of powers entity with the authority to exercise any powers common to the Members, as
specified in this Agreement and to exercise the additional powers granted to it in the Joint Exercise
of Powers Act and any other applicable provisions of the laws of the State of California; and
WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is
empowered to issue or execute bonds, notes, commercial paper or any other evidences of
indebtedness, including leases or installment sale agreements or certificates of participation therein
(herein "Bonds "), and to otherwise undertake financing programs under the Joint Exercise of
Powers Act or other applicable provisions of the laws of the State of California to accomplish its
public purposes; and
WHEREAS, the Members have determined to specifically authorize a public entity
authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint
Exercise of Powers Act or other applicable provisions of the laws of the State of California; and
WHEREAS, it is the desire of the Members to use a public entity established pursuant to
the Joint Exercise of Powers Act to undertake the financing and /or refinancing of projects of any
nature, including, but not limited to, capital or working capital projects, insurance, liability or
retirement programs or facilitating Members use of existing or new financial instruments and
mechanisms; and
WHEREAS, it is further the intention of the Members that the projects undertaken will
result in significant public benefits to the inhabitants of the jurisdictions of the Members; and
WHEREAS, by this Agreement, each Member desires to create and establish the
"California Municipal Finance Authority" for the purposes set forth herein and to exercise the
powers provided herein;
NOW, THEREFORE, the Members, for and in consideration of the mutual promises and
agreements herein contained, do agree as follows:
Section 1. Purpose.
This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act.
The purpose of this Agreement is to establish a public entity for the joint exercise of powers
common to the Members and for the exercise of additional powers given to a joint powers entity
under the Joint Powers Act or any other applicable law, including, but not limited to, the issuance
of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other
applicable law. Such purpose will be accomplished and said power exercised in the manner
hereinafter set forth.
Section 2. Term.
This Agreement shall become effective in accordance with Section 17 as of the date hereof
and shall continue in full force and effect until such time as it is terminated in writing by all the
Members; provided, however, that this Agreement shall not terminate or be terminated until all
Bonds issued or caused to be issued by the Authority (defined below) shall no longer be
outstanding under the terms of the indenture, trust agreement or other instrument pursuant to which
such Bonds are issued, or unless a successor to the Authority assumes all of the Authority's debts,
liabilities and obligastions.
Section 3. Authority.
A. CREATION AND POWERS OF AUTHORITY.
Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity
to be known as the "California Municipal Finance Authority" (the "Authority "), and said
Authority shall be a public entity separate and apart from the Members. Its debts, liabilities
and obligations do not constitute debts, liabilities or obligations of any Members.
170000934V
The Authority shall be administered by the Board of Directors (the "Board," or the
"Directors" and each a "Director ") of the California Foundation for Stronger Communities,
a nonprofit public benefit corporation organized under the laws of the State of California
(the "Foundation'), with each such Director serving in his or her individual capacity as a
Director of the Board. The Board shall be the administering agency of this Agreement and,
as such, shall be vested with the powers set forth herein, and shall administer this
Agreement in accordance with the purposes and functions provided herein. The number
of Directors, the appointment of Directors, alternates and successors, their respective terms
of office, and all other provisions relating to the qualification and office of the Directors
shall be as provided in the Articles and Bylaws of the Foundation, or by resolution of the
Board adopted in accordance with the Bylaws of the Foundation.
All references in this Agreement to any Director shall be deemed to refer to and
include the applicable alternate Director, if any, when so acting in place of a regularly
appointed Director.
Directors may receive reasonable compensation for serving as such, and shall be
entitled to reimbursement for any expenses actually incurred in connection with serving as
a Director, if the Board shall determine that such expenses shall be reimbursed and there
are unencumbered funds available for such purpose.
The Foundation may be removed as administering agent hereunder and replaced at
any time by amendment of this Agreement approved as provided in Section 16; provided
that a successor administering agent of this Agreement has been appointed and accepted
its duties and responsibilities under this Agreement.
C. OFFICERS; DUTIES; OFFICIAL BONDS.
The officers of the Authority shall be the Chair, Vice- Chair, Secretary and
Treasurer (defined below). The Board, in its capacity as administering agent of this
Agreement, shall elect a Chair, a Vice - Chair, and a Secretary of the Authority from among
Directors to serve until such officer is re- elected or a successor to such office is elected by
the Board. The Board shall appoint one or more of its officers or 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 until such officer is re- elected or a
successor to such office is elected by the Board.
Subject to the applicable provisions of any resolution, indenture, trust agreement or
other instrument or proceeding authorizing or securing Bonds (each such resolution,
indenture, trust agreement, instrument and proceeding being herein referred to as an
"Indenture ") providing for a trustee or other fiscal agent, and except as may otherwise be
specified by resolution of the Board, the Treasurer is designated as the depositary of the
Authority to have custody of all money of the Authority, from whatever source derived and
shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and
6509.5 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 property 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 Board but in no event less than $1,000.
The Board 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 Board shall have the. power, by resolution, to the extent permitted by the Joint
Exercise of Power Act or any other applicable law, to delegate any of its functions to one
or more of the Directors or officers, employees or agents of the Authority and to cause any
of said Directors, officers, employees or agents to take any actions and execute any
documents or instruments for and in the name and on behalf of the Board or the Authority.
D. MEETINGS OF THE BOARD.
(1) Ralph M. Brown Act.
All meetings of the Board, 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 State of California), or any successor legislation hereinafter enacted
(the "Brown Act ").
(2) Regular Meetings.
The Board 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
Board. To the extent permitted by the Brown Act, such meetings may be
held by telephone conference.
(3) Special Meetings.
Special meetings of the Board may be called in accordance with the
provisions of Section 54956 of the Government Code of the State of
California. To the extent permitted by the Brown Act, such meetings may
be held by telephone conference.
(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
Board and shall, as soon as possible after each meeting, cause a copy of the
minutes to be forwarded to each Director.
(5) Quorum.
A majority of the Board shall constitute a quorum for the transaction
of business. No action may be taken by the Board except upon the
affirmative vote of a majority of the Directors constituting a quorum, 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 Board such rules
and regulations for the conduct of its meetings and affairs as may be required.
Section 4. Powers.
The Authority shall have the power, in its own name, to exercise the common powers of
the Members and to exercise all additional powers given to a joint powers entity under any of the
laws of the State of California, including, but not limited to, the Joint Exercise of Powers Act, for
any purpose authorized under this Agreement. Such powers shall include the common powers
specified in this Agreement and may be exercised in the mariner and according to the method
provided in this Agreement. The Authority is hereby authorized to do all acts necessary for the
exercise of such power, including, but not limited to, any of 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,
contributions and donations of property, funds, services, and other forms of assistance from person, .
firms, corporations and any governmental entity; to sue and be sued in its own name; to make
grants, loans or provide other financial assistance to governmental and nonprofit organizations
(e.g., the Members or the Foundation) to accomplish any of its purposes; and generally to do any
and all things necessary or convenient to accomplish its purposes.
Without limiting the generality of the foregoing, the Authority may issue or cause to be
issued Bonds, and pledge any property or revenues as security to the extent permitted under the
Joint Exercise of Powers Act, or any other applicable provision of law; provided, however, the
Authority shall not issue Bonds with respect to any project located in the jurisdiction of one or
more Members unless the governing body of any such Member, or its duly authorized
representative, shall approve, conditionally or unconditionally, the project, including the issuance
of Bonds therefor. Such approval may be evidenced by resolution, certificate, order, report or such
other means of written approval of such project as may be selected by the Member (or its
authorized representative) whose approval is required. No such approval shall be required in
connection with Bonds that refund Bonds previously issued by the Authority and approved by the
governing board of a Member.
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 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 5. Fiscal Year
For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal year as
established from time to time by resolution of the Board, 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, 2004.
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, after payment of all expenses and liabilities of the Authority, all property of the
Authority both real and personal shall automatically vest in the Members in the manner and amount
determined by the Board in its sole discretion and shall thereafter remain the sole property of the
Members; provided, however, that any surplus money on hand shall be returned in proportion to
the contributions made by the Members.
Section 7. Bonds.
From time to time the Authority shall issue Bonds, in one or more series, for the purpose
of exercising its powers and raising the funds necessary to carry out its purposes under this
Agreement.
The services of bond counsel, financing consultants and other consultants and advisors
working'on the projects and /or their financing shall be used by the Authority. The expenses of the
Board shall be paid from the proceeds of the Bonds or any other unencumbered funds of the
Authority available for such purpose.
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 Member or pledge of the faith and credit of the Members or the Authority.
The Bonds shall be only special obligations of the Authority, and the Authority shall under no
circumstances be obligated to pay the Bonds except from revenues and other funds pledged
therefor. Neither the Members 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
Members nor the faith and credit of the Authority shall be pledged to the payment of the principal
of, premium, if any, or interest on the Bonds nor shall the Members or the Authority in any manner
be obligated to make any appropriation for such payment.
No covenant or agreement contained in any Bond or related document shall be deemed to
be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in
his or her individual capacity and neither the Board of the Authority nor any Director or 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 9. 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 accounting 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 times by each
Member.
The Treasurer of the Authority shall cause an independent audit to be made of the books
of accounts and financial records of the Authority 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 State 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 public accountant, a report thereof
shall be filed as a public record with each Member and also with the county auditor of each county
in which a Member is located; provided, however, that to the extent permitted by law, the Authority
may, instead of filing such report with each Member and such county auditor, elect to post such
report as a public record electronically on a website designated by the Authority. Such report if
made shall be filed within 12 months of the end of the Fiscal Year or Years under examination.
The Treasurer is hereby directed to report in writing on the first day of July, October,
January, ' and April of each year to the Board and the Members which report shall describe the
amount of money held by the Treasurer for the Authority, the amount of receipts since the last
such report, and the amount paid out since the last such report (which may exclude amounts held
by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or other
fiduciary provided regular reports covering such amounts.)
Any costs of the audit, including contracts with, or employment of, certified 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 Board may, by resolution adopted by unanimous vote, replace the
annual special audit with an audit covering a two -year period.
Section 10. Funds.
Subject to the applicable provisions of any Indenture, which may provide for a trustee or
other fiduciary 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 Sections 3.0 and 9, and shall make the disbursements
required by this Agreement or otherwise necessary to carry out any of the provisions of purposes
of this Agreement.
Section 11. Notices.
Notices and other communications hereunder to the Members shall be sufficient if
delivered to the clerk of the governing body of each Member; provided, however, that to the extent
permitted by law, the Authority may, provide notices and other communications and postings
electronically (including, without limitation, through email or by posting to a website).
Section 12. Additional Members/Withdrawal of Members.
Qualifying public agencies may be added as parties to this Agreement and become
Members upon: (1) the filing by such public agency with the Authority of an executed counterpart
of this Agreement, together with a copy of the resolution of the governing body of such public
agency approving this Agreement and the execution and delivery hereof; and (2) adoption of a
resolution of the Board approving the addition of such public agency as a Member. Upon
satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement
as an amendment hereto, effective upon such filing.
A.Member may withdraw from this Agreement upon written notice to the Board; provided,
however, that no such withdrawal shall result in the dissolution of the Authority so long as any
Bonds remain outstanding. Any such withdrawal shall be effective only upon receipt of the notice
of withdrawal by the Board 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.
Section 13. Indemnification.
To the full extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Director or an officer, employee of 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 Director or an officer, employee or other agent of the
Authority, against expenses, including attorneys fees, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceeding, if such person acted
in good faith 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 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 14. 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 Members for any of the purposes of this Agreement.
Payment of public funds may be made to defray the cost of any such contribution or advance. 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 Member making such advance at the time of such advance.
It is mutually understood and agreed to that no Member has any obligation to make advances or
contributions to the Authority to provide for the costs and expenses of administration of the
Authority, even though any Member may do so. The Members understand and agree that a portion
of the funds of the Authority that otherwise may be allocated or distributed to the Members may
instead be used to make grants, loans or provide other financial assistance to governmental units
and nonprofit organizations (e.g., the Foundation) to accomplish any of the governmental unit's
or nonprofit organization's purposes.
Section 15. Immunities.
All of the privileges and immunities from liabilities, exemptions from laws, ordinances and
rules, and other benefits which apply to the activity of officers, agents or employees of Members
when performing their respective functions within the territorial limits of their respective public
agencies, shall apply to the same degree and extent to the Directors, officers, employees, agents or
other representatives of the Authority while engaged in the performance of any of their functions
or duties under the provisions of this Agreement.
Section 16. Amendments.
Except as provided in Section 12 above, this Agreement shall not be amended, modified,
or altered, unless the negative consent of each of the Members is obtained. To obtain the negative
consent of each of the Members, the following negative consent procedure shall be followed:
(a) the Authority shall provide each Member with a notice at least sixty (60) days prior to the date
such proposed amendment is to become effective explaining the nature of such proposed
amendment and this negative consent procedure; (b) the Authority shall provide each Member
who did not respond a reminder notice with a notice at least thirty (30) days prior to the date such
proposed amendment is to become effective; and (c) if no Member objects to the proposed
amendment in writing within sixty (60) days after the initial notice, the proposed amendment shall
become effective with respect to all Members.
Section 17. Effectiveness.
This Agreement shall become effective and be in full force and effect and a legal, valid and
binding obligation of each of the Members on the date that the Board shall have received from two
of the Initial Members an executed counterpart of this Agreement, together with a certified copy
of a resolution of the governing body of each such Initial Member approving this Agreement and
the execution and delivery. hereof.
Section 18. Partial Invalidity.
If any one 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 19. 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 Member may assign any
right or obligation hereunder without the consent of the other Members.
Section 20. 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.
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 shall be governed under the laws of the State of California.
This Agreement is the complete and exclusive statement of the agreement among the
Members, which supercedes and merges all prior proposals, understandings, and other agreements,
whether oral, written, or implied in conduct, between and among the Members relating to the
subject matter of this Agreement.
IN WITNESS WHEREOF, the City of Lynwood has caused this Agreement to be
executed and attested by its duly authorized representatives as of the 2nd day of
February , 2016.
Member:
CITY OF LYNWOOD
By
Name: Edwin Hernandez
Title: Mayor
ATTEST:
i
City Clerk
APPROVE AS TO F , RM:
David A. Garcia
City Attorney