HomeMy Public PortalAbout20-166 - Joint Exercise of Powers Agreement Relating to Member of the CSCDA Community ImprovementRESOLUTION NO. 20-166
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF A JOINT EXERCISE OF
POWERS AGREEMENT RELATING TO AND TO BECOME A MEMBER OF THE CSCDA
COMMUNITY IMPROVEMENT AUTHORITY, APPROVING THE FORM OF A PUBLIC
BENEFIT AGREEMENT ANO AUTHORIZING ITS EXECUTION, AND APPROVING THE
ISSUANCE OF REVENUE BONDS BY THE AUTHORITY FOR THE PURPOSE OF FINANCING
THE ACQUISITION, CONSTRUCTION OR IMPROVEMENT OF PROJECTS AND RELATED
TRANSACTION COSTS
WHER EAS, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of the State of
California (the "Act"), certain public agencies (the "Members") have entered into a Joint Exercise of
Powers Agreement Relating to the CSCDA Community Improvement Authority, dated as of October 15,
2020 (the "Agreement"), an executed copy of which is attached hereto and incorporated herein by this
reference as Exhibit A. in order to form the CSCDA Community Improvement Authority (the "Authority"),
for the purpose of promoting economic, cultural and community development, and in order to exercise
any powers common to the Members or granted by the Act, including by the issuance of bonds, notes
or other evidences of indebtedness; and
WHEREAS, the City of Carson, a California municipal corporation (the "City"), has determined
that it is in the public interest and for the public benefit that the City become an Additional Member of
the Authority, as defined in and pursuant to, Section 12 of the Agreement 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, the Authority is authorized to issue and sell revenue bonds for the purpose, among
others, of financing or refinancing the construction, acquisition and rehabilitation of capital projects and
related transaction costs; and
WHEREAS, among projects that may be financed by the Authority, the Authority proposes to
issue from time to time its governmental purpose revenue bonds (the "Bonds") to finance the
acquisition, construction, development and certain related costs of multifamily housing developments
within the City (each, a "Project"); and
WHEREAS, the Authority proposes to grant to the City in connection with the financing of any
moderate-income rental housing Project ("Workforce Housing Project") the right to cause the Authority
to sell such Project, starting upon the date fifteen (15) years from the issuance of the Bonds pursuant to
a Public Benefit Agreement (the "Public Benefit Agreement"), by and between the Authority and the
City, the form of which is attached hereto and incorporated herein by this reference as Exhibit B; and
WHEREAS, it is in the public interest and for the public benefit that the City Council approve the
issuance of the Bonds by the Authority for the aforesaid purposes.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, DOES HEREBY
FINO, DETERMINE AND RESOLVE AS FOLLOWS:
Section 1.
reference.
The foregoing recitals are true and correct, and are incorporated herein by this
RESOLUTION NO. 20-166
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Section 2. The City Council hereby approves City to become an Additional Member of the
Authority pursuant to Section 12 of the Agreement. The Agreement is hereby approved and the Mayor
or the designee thereof is hereby authorized and directed to execute said Agreement, the signature
page for which is attached hereto and incorporated herein by this reference as Exhibit C. and the City
Clerk or such Clerk's designee is hereby authorized and directed to attest thereto. The City's status as
an Additional Member of the Authority is expressly limited to what is necessary or appropriate to
facilitate the financing or refinancing of the Projects.
Section 3. The proposed form of Public Benefit Agreement is hereby approved. In
connection with any Workforce Housing Project or, if requested by the Authority, in connection with
another type of property, the City Manager or the designee thereof is hereby authorized and directed to
execute an agreement in substantially said form, with such changes therein as such officer executing the
same may require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 4. The City Council hereby approves the issuance of Bonds by the Authority to
finance Projects within the City from time to time.
Section 5. The issuance of Bonds shall be subject to the approval of the Authority of all
financing documents relating thereto to which the Authority is a party. The City shall have no
responsibility or liability whatsoever with respect to the Bonds.
Section 6. The adoption of this Resolution shall not obligate the City or any department
thereof to (i) provide any financing to acquire or construct any Project or any refinancing of any Project;
(ii)approve any application or request for or take any other action in connection with any planning
approval, permit or other action necessary for the acquisition, construction, rehabilitation or operation
of any Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv)
except as provided in this Resolution, take any further action with respect to the Authority or its
membership therein.
Section 7. The executing officers(s), the City Clerk and all other proper officers and officials
of the City are hereby authorized and directed to execute such other agreements, documents and
certificates, 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 8. The City Clerk shall certify to the adoption of this Resolution and enter it into
the book of original Resolutions, and shall forward a certified copy of this Resolution and an originally
executed Agreement to the Authority, as follows:
Section 9.
CSCDA Community Improvement Authority
1100 K Street, Suite 101
Sacramento, California 95814
Attention: Chair
This Resolution shall take effect immediately upon its passage.
Section 10. The City Council declares that, should any provision, section, paragraph,
sentence or word of this Resolution be rendered or declared invalid by any final court action in a court
of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections,
RESOLUTION NO. 20-166
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paragraphs, sentences or words of this Resolution as hereby adopted shall remain in full force and
effect.
PASSED, APPROVED AND ADOPTED this 4th day of November, 2020.
APPROVED AS TO FORM:
Sunny K. Soltani, City Attorney
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES } ss.
CITY OF CARSON )
CITY OF CARSON:
ATIEST:
I, Oonesia Gause-Aldana, City Clerk of the City of Carson, California, hereby attest to and certify
that the foregoing resolution, being Resolution No. 20-166, adopted by the City of Carson City
Council at its meeting held on November 4, 2020, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Robles, Dear, Davis·Holmes, Hilton, Hicks
None
None
None
RESOLUTION NO. 20-166
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JOINT EXERCISE OF POWERS AGREEIIIENT
RELATING TO THE CSCDA C0NINIUNITY IIMPR0VEMENT AUTHORITY
THIS AGREEMENT, dated as of October 15, 2020, 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
"Charter Members"):
NVITNESSETH
WHEREAS, pursuant to Title 1, Division 7, Chapter 5 of the California Govermnient 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 Po«-crs 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 ofthe Members is empowered by lain to promote economic, cultural and
community de�-elopnient, 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: and
WHEREAS, each Member is also empowered by law to acquire, construct, improve,
operate and dispose of real property for a 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, leases, installment sale or other financing agreements, obligations or certificates of
participation therein (each and all herein referred to as "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 Iaws of the State of California; and
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RESOLUTION NO. 20-166 (Exhibit A}
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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 nul limited to, workforce housing projects and other capital or working
capital projects. purchase or acquisition of property, improvements, leases, contracts, receivables,
commodities, bonds, other revenue streams or assets of any kind, liability or other insurance. or
retirement pro1:,rrams, or facilitating Members use of existing or new financial instruments and
mechanisms; and
\VH EREAS, by this Agreement. each Member desires to create and establish the "CSCDA
Community Improvement 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 po,\ ers 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 pennitted under the Joint Exercise of Powers Act or any other
Im\. Such purpose will be accomplished and said po\\'er exen:ised in the manner hereinafter set
forth
Section 2. Tea-m.
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 tenninated in writing by all the
Members: provided. however, that this Agreement shall not tenninate or be tcnninated until all
Bonds issued or caused to be issued by the Authority (defined below) shall no longer be
outstanding under the tenns of the indenture, trust agreement, resolution or other instrument
pursuant to which such Bonds are issued.
Section 3. A uthorit\'.
A.CREATION AND POWERS OF AUTHORITY.
Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity
to he known as the .. CSCDA Community Improvement Authority" (the "Authority"). and
said Authority shall be a public entity separate and apart from the Members. Its Bonds and
other debts, liabilities and obligations do not constitute dchts, liabilities or obligations of
any Members, and Bonds issued by the Authority shall be non-recourse to Authority except
only as and to the extent moneys or other assets are pledged by the Authority to the Bonds
by the mdcnture, trust a1=,,,-ecmcnt. resolution or other instrument pursuant to which such
Bonds are issued.
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RESOLUTION NO. 20-166 (Exhibit A)
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B.BOARD.
The Authority shall be administered by the Board of Directors (the "Board." or the
"Directors" and each a "Director") consisting of the Commissioners of California
Statewide Communities Development Authority (the "CSCDA"). The tenn of office as a
member of the Board shall terminate when such member shall cease to be a Commissioner
of the CSCDA and the successor to such Commissioner shall become a member of the
Board
The Board may appoint an alternative Director for each Director who may act as a
Director in place of and during the absence or disability of such regular Director (in which
case all references in this Agreement to any Director shall he deemed to refer to and include
the applicable alternate Director, if any, when so acting in place of a regularly appointed
Director).
Notwithstanding the preceding paragraph, the Board may by resolution or bylaws
provide for changes in the qualifications, composition and number of Directors. the
appointment of Directors successors. their respective tenns of office and any other
provisions relating to the qualification and office of the Directors.
The Board shall he 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.
Directors shall not receive any compensation fi.lr serving as such. but shall be
entitled to reimbursement for any expenses actually incurred in connection with serv ing as
a Director, if the Board shall detcm1ine that such expenses shall be reimbursed an<l thcre
arc unencumbered funds available for such purpose.
C.OFFICERS; DUTIES: OFFICIAL BONDS.
The officers of the Authority shall be the Chair, Vice-Chair, Secretary an<l
Treasurer (defined below). The Board, in its capacity as administering agent of this
Agreement, shall elect a Chair. a Vice-Chair, an<l a Secretary of the Authority frorn 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 umil such officer is re-elected or a
successor to such office is elected by the Board.
Subject to the appli cable 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 n trustee or other fiscnl 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
sh.ill have the powers. duties and responsibilities spcci lied in Sections 6505. 6505.5 and
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RESOLUTION NO. 20-166 (Exhibit A)
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6509.5 of the Joint Exercise of Powers Act.
The Treasurer of the Aut hority 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 S 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 pennittcd 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, emplo yees or agents of the Authority and to cause any
of said Directors, officers, employees or agents to take any actions and execute any
doc uments or instruments for and in the name and on behalf of the Board or the Authority.
D.MEETINGS OF THE BOARD.
41JO.R55'1·5173.3
(I)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 conduc ted in accordance with the provisions of the Ralph
M.Brown Act (commencing with Section 54950 of the Go,cmmcnt Code
of the State of Cali fomia), or any successor legislation hereinafter enacted
(the ''Brown Act").
(2)Regular Meetinl!s.
The Board slrnll provide for its re gular 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 pennittcd by the Brown Act, !:tuch meetings may be
held by telephone conference.
(3)Special Meetinus.
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 pcnnittcd hy the Brown Act. such meetings may
be held by telephone conference.
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(4)Minutes.
The Secretary of the Authority shall cause to be kepi minutes of !he
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 lo be forwarded to each Director.
(5)Quontm.
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
affinnative vote of a majority of the Directors present at the meeting, except
that Jess 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
bylaws, policies or 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 Exen;isc of Powers Act, for
any purpose authorized under this Agreement. Such powers shall include the common powers
spcci lied in this Agreement and may he exercised in the manner and according to the method
provided in this Agreement. The Authority is hereby authorized to c.lo 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, improve, own, maintain and
operate. or provide for maintenance and operation, and sell, lease, pledge, assign, rnm1gage or
otherw ise dispose, of any property, improvements, commodities, leases, contracts, receivables,
bonds or other revenue streams or assets of any kind; to exercise the power of condemnation; to
incur debts. liabilities or obligations: to receive gifts, contributions and donations of prope11y.
funds, services, and other fonns of assistance from person. finns, corporations and any
governmental entity; to sue and be sued in its own name; to establish and collect fees; to fonn
public benefit nonprofit corporations or other affiliate entities to accomplish any of its purposes:
to make grants, loans or provide other financial assistance to govcmmental, nonprofit and for profit
organi..rntions to accomplish any of its purposes; and generally to do any and all things necessary
or convenient to accomplish its purpoi:.es. The boundaries of the Authority shall encompass the
boundaries of all the Members and the powers of the Authority may be exercised anywhere within
those boundaries or to the extent pem1itted by the laws of the State of California, including, but
not limited to the Joint Excrcbe of Powers Act, outside of those boundaries, which may be outside
of the State of Caltfomia, provided that the power of condemnation may only be exercised within
the JUnsdicllonal boundaries of the Charter Members
4130-XSS'J-S 173 3
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RESOLUTION NO. 20-166 (Exhibit A)
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Notwithstanding anything to the contrary in the Agreement or otherwise, the Authority
shall not have the power to and shall not enter into any retirement contract with any public
retirement system (as defined in Section 6508.2 of the California Government Code) for any
reason. The provision in this paragraph is intended to benefit Members and to be a confirming
irrevocable obligation of the Authority which may be enforced by Members individually or
collectively.
Without limiting the generality of the foregoing, the Authority may issue or cause to be
issued Bonds, and pledge any property, contracts or revenues as security to the extent permitted
under tiie Joint Exercise of Powers 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 perforni such duties. Tile manner in which the Authority shall exercise its powers
and perform its duties shall not be subject to any restrictions applicable to (lie 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 Agrecmcnt, the
period from July I 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, 2021.
Section G. Disposition of Assets.
At the end of the terns 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 properly of the
Members; provided, however, that any surplus money on ]land 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 or refinancing or on post -issuance compliance or
administration may be used by the Authority. The expenses of the Board shall be paid from the
proceeds of the Bonds, payments made by Bond obligors or other third parties, project revenues,
or any other unencumbered funds of the Authority available for such purpose.
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RESOLUTION NO. 20-166 (Exhibit A)
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Section S. Bonds On]), Limited and Special Obli ations of Authorit-.
The Bonds, together xvith 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 tiie 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 or related to any project
or program financed or refinanced %%-Ith Bonds, except the Authority from the revenues and funds
pledged and available 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, or any costs related thereto or to any project or
program financed or refinanced thereby, 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 or by reason of any project or
program financed or refinanced > ith Bonds.
Section 9. Accounts and Re orts.
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 tite 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 confonn 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, (lie 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 tiled within 12 months of the end of the Fiscal Year or Years under examination.
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RESOLUTION NO. 20-166 (Exhibit A)
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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 Charter 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 fiends of the Authority available for
that purpose.
In any Fiscal Ycar 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 tile goveriling body of each Member; provided 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 iVlemt)ers/Withdr;Ewal of Members.
Qualifying public agencies may be added as parties to this Agreement and become Charter
Members upon: (1) the tiling 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 Charter 1%vlember. Upon
satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement
as an amendment hereto, effective upon such filing.
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Qualifying public agencies may also be added as Non -Charter Members ("Additional
Members") of the Authority upon: (1) the filing by such public agency with the Authority of a
resolution of the governing body of such public agency requesting to be added as an Additional
Member of the Authority, and (2) adoption of a resolution of the Board approving the addition of
such public agency as an Additional Member. An Additional Member may limit in the
aforementioned resolution the scope of its Additional Membership to what is necessary or
appropriate to facilitate the financing or refinancing of one or more specified projects or programs.
A Member may withdraw front this Agreement upon written notice to the Board; provided,
however, that at least one Member shall be a Charter Member and no such withdrawal shall result
in the dissolution of the Authority so long as any Bonds remain outstanding. Any such withdraival
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 tiling.
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 or other agent of the
Authoritv, 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 ill the right of the Authoritv, acted
with such care, including reasonable inquiry, as all ordinarily prudent person in a like position
would use under similar circumstances. The Board may purchase a policy or policies of insurance
in furtherance of any indemnification obligation created or otherwise in protection of Directors,
officers, employees or other agents.
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 deft -ay 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
v and to nonprofit organizations to accomplish any of the governmental unit's or nonprofit
organization's purposes.
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RESOLUTION NO. 20-166 (Exhibit A)
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Section IS. Immunities.
All ofthe privileges and innnunitics from liabilities, exemptions fi•o1n laws, ordinances and
rules, and other benefits which apply to the activity of officers, agents or employees of Members
when performing their respective fiinetions 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 Sections 3B and 12 above. this Agreement shall not be amended,
modified, or altered, unless the written consent of each of the Charter Members is obtained;
provided that no amendment shall materially adversely affect the interests of any Additional
Member unless the negative consent of that Additional Member is also obtained. To obtain the
negative consent of each such Additional Member, the following negative consent procedure shall
be followed.- (a) the Authority shall provide each such Additional 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 such Additional 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
such Additional 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 Charter Members an executed counterpart of this Agreement, together with a certified copy
of a resolution of the governing body of each such Charter 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.
41311-8559-5173 3
10
RESOLUTION NO. 20-166 (Exhibit A)
Page 13 of 27
Section 20, Miscellaneous.
This Agreement may be executed in several counterparts, each of which shal l bean 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.
Wherc%-cr 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 Agrecinent, including its recitals which are incorporated herein, is tiie complete and
exclusive statement of the agreement among the Members, which supersedes and merges all prior
proposals, understandings, and other agreements, «hether oral, written, or implied in conduct,
between and among the Members relating to the subject matter of this Agreement.
4130-8559-5173.3
RESOLUTION NO. 20-166 (Exhibit A)
Page 14 of 27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their duly authorized representatives as of the day and year first above written,
ATTEST:
ATTEST:
413U-8559-5173.3
YOED CMMoty
BY k_
T> (fir, Board adSaPesuIS=
Appro :d as to Forte
Megan StetStfeld
Assistant County Counsel
City of Woodland
By 4-
ff4
Namt~ Rich Lansburgh
T -11k: Mayor
12
RESOLUTION NO. 20-166 (Exhibit A)
Page 15 of 27
By
Name:
Area B. Umml ;
rte'
City cleric
tel. r
T
413U-8559-5173.3
YOED CMMoty
BY k_
T> (fir, Board adSaPesuIS=
Appro :d as to Forte
Megan StetStfeld
Assistant County Counsel
City of Woodland
By 4-
ff4
Namt~ Rich Lansburgh
T -11k: Mayor
12
RESOLUTION NO. 20-166 (Exhibit A)
Page 15 of 27
RECORDING REQUESTED BY
CSCDA Community Improvement Authority
WHEN RECORDED RETURN TO:
Orrick, Herrington & Sutcliffe LLA
405 Howard Street
San Francisco, CA 94105
Attention: Steffi Chan
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE
CALIFORNIA GOVERNMENT CODE
PUBLIC BENEFIT AGREEMENT
By and Between
CSCDA COMMUNITY IMPROVEMENT AUTHORITY
and
CITY OF CARSON
Dated as of [Date]
Relating to
CSCDA COMMUNITY IMPROVEMENT AUTHORITY
ESSENTIAL HOUSING REVENUE BONDS, SERIES 20,[A]
([PROJECT NAME])
[and
CSCDA COMMUNITY IMPROVEMENT AUTHORITY
SUBORDINATE ESSENTIAL HOUSING REVENUE BONDS, SERIES 20^[B]
([PROJECT NAME])]
01007 0001!677103 1
RESOLUTION NO. 20-166 (Exhibit B)
Page 16 of 27
[
(
PUBLIC BENEFIT AGREEMENT
This PUBLIC BENEFIT AGREEMENT (''Agreemenl '') is dated as of [Date] by and
between the CSCDA COMMUNITY IMPROVEMENT AUTHORITY a joint exercise of powers
agency organized and existing under the laws of the State of California (including its successors
and assigns, '·Owner") and the CITY OF CARSON, a California municipal corporation ("Host").
BACKGROUND
WHEREAS, the Owner proposes to issue Bonds (as hereinafter defined) to finance Owner's
acquisition of the certain moderate-income multifamily rental housing project (the "Proiect")
located at [Address], located on the real property site described in Exhibit A hereto, where
moderate-income shall have the meaning ascribed to it in the California affordable housing laws;
and
WHEREAS, the Owner intends to sell the Project at the instigation of the Host or upon the
retirement of all Project Debt (as defined herein) pursuant to this Agreement.
AGREEMENT
In consideration of the mutual covenants herein contained, and such other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, Owner and Host
mutually agree as follows:
Section 1. Right to Cause Sale. Host shall have the right to cause (''Sale Right") the
Owner to sell the Property (as herein defined) upon payment by the purchaser thereof (the
'·Purchaser") of the Sale Price (as herein provided) within the Sale Right Term (as herein defined)
and in compliance with and observance of all of the terms and conditions of this Agreement.
Section 2. Definitions. Capitalized terms used in this Agreement shall have the
meanings assigned to them in this Section 2; capitalized terms used in this Agreement and not
defined in this Section 2 or elsewhere herein shall have the meanings assigned to them in the
Indenture (herein defined).
(a)·'Bonds" -collectively, (i) the CSCDA Community Improvement Authority
Essential Housing Revenue Bonds, Series 20_(A) ([Project Name]) (the ·'Series [A] Bonds"),
[and (ii) the CSCDA Community Improvement Authority Subordinate Essential Housing Revenue
Bonds, Series 20_[8] ([Project Name]) (the "Series [BJ Bonds")], with such other series and
sub-series designations as may be set forth in the Indenture, originally issued to finance Owner's
acquisition of the Project and related transaction costs.
(b)·'Bond Trustee" -[Trustee) or any successor trustee under the Indenture.
(c)"Closing" -shall have the meaning set forth in Section 8 hereof.
(d)'·Convevance" -that transaction or series of transactions by which Owner shall
transfer, bargain, sell and convey any and all right, title or interest in and to the Property .
.; I J.1-7659-1982 5
RESOLUTION NO. 20-166 (Exhibit 8)
Page 17 of 27 ..
0
r
(e)"£ttraordinan1 Costs and Expenses"-shall have the meaning set forth in the
Indenture.
(f)"Indenture"-the Indenture of Trust between Owner, as issuer, and the Bond
Trustee, as trustee, pursuant to which the Bonds were issued.
(g)"!11/inimum Sale Price"-means the lowest price at which the Property may be
sold, as described in Section 4(c) hereof.
(h)"Outstanding"-with respect to Bonds, as of any given date, all Bonds which
have been authenticated and delivered by the Trustee under the Indenture, except: (i) Bonds
cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date
for cancellation; (ii) Bonds deemed to be paid in accordance with Article VIII of the Indenture; and
(iii)Bonds in lieu of which other Bonds have been authenticated under the Indenture.
(i)"Owner Indemnified Person"-the Owner and each of its officers, governing
members, directors, officials, employees, attorneys, agents and members.
(j) "Proiect Administrator" -and its successors and
assigns.
(k)"Proiec:t Debt"-any debt secured by the Project and incurred to finance or
refinance Owner's acquisition of the Project and related transaction costs, including any portion of
the Bonds and any bonds, notes or other indebtedness issued by Owner to improve the Project or to
refund the Bonds in whole or in part.
(I)·'Propertv"-means all of Owner's right, title and interest (which includes fee
simple title to the real property) in and to all property and assets used in or otherwise related to the
operation of the Project including, without limitation, all real property and interests in real
property, all tangible and intangible personal property including furniture, fixtures, equipment,
supplies, intellectual property, licenses, permits, approvals, and contractual rights of any kind or
nature together with the right to own and carry on the business and operations of the Project.
(m)"Regulaton, Agreement" -means the Regulatory Agreement and Declaration of
Restrictive Covenants by and between the Owner and the Bond Trustee, relating to the Bonds.
(n)"Sale Price"-purchase price of the Property to be paid by the Purchaser upon
sale of the Property by the Owner pursuant to Host's Sale Right in compliance with Section 4
hereof or sale by the Owner pursuant to Section 5 hereof.
( o)"Sale Right"-means the right of the Host to cause the Owner to sell the Property
pursuant to Section I hereof.
(p)"Sale Right £tercise Date"-the date fifteen ( 15) years from the issuance of the
Bonds.
(q)"Sale Right Term"-shall commence on the Sale Right Exercise Date and, if not
exercised, shall terminate at 11 :59 p.m. local time on the date that is the earlier of fourteen ( 14)
01007 0001/677103 I
RESOLUTION NO. 20-166 (Exhibit B)
Page 18 of 27
0
r
years from the Sale Right Exercise Date or the date on which no Project Debt remains
Outstanding.
(r)"Transaction Costs" -to the extent not otherwise described herein, any costs or
expenses of any kind or nature associated with or incurred by Owner and Bond Trustee in
connection with the consummation of the Conveyance, regardless of whether such costs and
expenses are customarily borne by the seller or purchaser in any such transaction, including but not
limted to taxes, recording fees and other impositions, Owner's and Bond Trustee's legal and other
professional lees, fees for verification agents, bidding agents, escrow agents, custiodians or
trustees, assumption fees, prepayment fees, the cost of the appraisal, brokers' fees and expenses,
surveys, inspections, title commitments, title insurance premiums and other title-related fees, and
all amounts required for indemnification of Authority, Trustee and Project Administrator.
Section 3. Sale Right Effectiveness and Term. The Sale Right shall become effective
on the Sale Right Exercise Date and may be exercised during the Sale Right Term. Owner agrees
that it will not enter into any agreement to sell all or any part of the Property during the Sale Right
Term other than as may be required by the Indenture (e.g., in the event of default), without the
specific written request of the Host and delivery of an Opinion of Bond Counsel to the Owner
substantially to the effect that such sale will not, in and of itself, adversely affect the exclusion of
interest on the Bonds from gross income for purposes of federal income taxation.
Section 4. Manner of Exercise.
(a)Host's Notice. To exercise the Sale Right, Host shall provide a notice (an
"£tercfa·e Notice") to Owner (with a copy to the Project Administrator) at any time during the Sale
Right Term.
(b)Owner's Best Efforts to Sell. Unless Host notifies Owner in writing that it is
withdrawing its Exercise Notice within fifteen ( 15) business days of delivering the Exercise Notice
under Section 4(a) hereof, Owner shall exercise its best efforts in selling and conveying good and
marketable title to the Property within ninety (90) days following receipt of the Exercise Notice, or
as soon as possible thereafter, but only if it can sell at or above the Minimum Sale Price. The
obligation of the Owner to sell and convey the Property shall be on a best efforts basis. The Owner
shall endeavor to sell the Property at a commercially reasonable price, subject to subsection (c) of
this Section, by such means as it shall determine to be suitable for such purpose; provided that
Owner's determination of the manner of sale and Sale Price shall be final and incontestable, and
Owner shall incur no liability to any party as a result of or otherwise in connection with the sale or
Failure to sell. Subject to subsection (c), nothing herein shall require or prevent Owner selling the
Property subject to the restrictions set forth in the Regulatory Agreement or similar types of
restrictions established by Owner. The Owner shall direct the Bond Trustee in the foregoing as and
to the extent necessary or appropriate.
(c)Sale Price. The Sale Price shall be at least equal to the sum of the amounts set
forth below (net of any adjustments or prorations of the type described in Section 8(b)) (the
"Minimum Sale Price"):
01007 0001/677!03 I RESOLUTION NO. 20-166 (Exhibit B)
Page 19 of 27
1.an amount sufficient to either prepay, redeem in whole or fully defease for
redemption on the earliest call date all Project Debt; plus
11.any fees or other amounts not identified in clause (i) that may be necessary
to effect the complete release from and discharge of any lien, mortgage or
other encumbrance on the Property; plus
iii.any amounts due to Owner (including the Owner Indemnified Persons, as
provided in the Indenture), the Bond Trustee or any predecessor or
successor, or any other person under any indenture, loan agreement, bond,
note or other instrument relating to any Project Debt (including, without
limitation, indemnification amounts, Owner's Extraordinary Costs and
Expenses, recurrent and extraordinary fees and expenses, and reimbursable
costs and expenses of any kind or nature); plus
iv.Transaction Costs; minus
v.Any funds held by or for Owner under the Indenture applied to the
retirement of Project Debt. Owner may retain such portion of moneys in the
Extraordinary Expense or similar fund under the Indenture it deems
reasonable or a reserve against future expected costs and expenses of the
type described in subparagraph (iii). Owner's determination of this amount
shall be final and incontestable.
Section 5. Mandatory Convevancc. Upon the retirement of all Project Debt, the Owner
shall use its best efforts to effect a Conveyance within ninety (90) days thereafter, subject to
Section 4(c) hereof. Nothing herein shall require or prevent Owner selling the Property subject to
the restrictions set forth in the Regulatory Agreement or similar types of restrictions established by
Owner.
Section 6. Surplus Cash; Surplus Conveyance Proceeds. Upon a Conveyance of the
Property, the Owner shall apply the proceeds of such Conveyance (i) to redeem the Bonds then
Outstanding, (ii) to prepay, redeem in whole or fully defease any other Project Debt, and (iii) to
pay any fees or other amounts listed in Section 4(c)(ii) -(iv). Any proceeds remaining following
the foregoing payments (such remaining amounts hereinafter referred to as "Surplus Convevance
Proceeds") shall be transferred to the Host (_% of Surplus Conveyance Proceeds), the County
of [County] (the "Counrv") (_% of Surplus Conveyance Proceeds), the [School District] (_%
of Surplus Conveyance Proceeds), the [School District] (_%of Surplus Conveyance Proceeds),
and the [Community College District](_% of Surplus Conveyance Proceeds) , such percentages
intended to be roughly equal to the proportion of ad valorem property taxes allocated to each
Surplus Conveyance Proceeds recipient as of the date of this Agreement, plus a pro rata share of
any ad valorem property taxes allocated to other taxing agencies as of the date of this Agreement.
Section 7. Terms of Conveyance.
(a)The Conveyance shall be in the nature of a grant deed to Purchaser in which
Owner shall deliver one or more deeds, bills of sale; or other instruments of transfer without
recourse or warranty of any kind or nature.
010070001/677103 I
RESOLUTION NO. 20-166 (Exhibit B)
Page 20 of27
r
r
(b)The Property will be conveyed to Purchaser in AS IS CONDITION, WITH ALL
FAUL TS, and without representations or warranties of any kind or nature as to the condition of the
Property.
(c)There shall be no partial transfer and that, upon consummation of the
Conveyance, Owner shall be fully divested of any and all right, title or interest in and to the
Property.
Section 8. Closing.
(a)The closing of the Conveyance ("Closing") shall take place, in the case of a
Conveyance pursuant to Section 4 hereof, not later than the ninetieth (90th) calendar day following
the Owner's receipt of the Exercise Notice, or as soon as possible thereafter, and in the case of a
mandatory conveyance pursuant to Section 5 hereof, not later than the ninetieth (90th) calendar
day following the retirement of all Project Debt, or as soon as possible thereafter.
(b)Prorations. All general and special real property taxes and assessments, and rents
shall be prorated as of the Closing, with Purchaser responsible for all such items to the extent
arising or due at any time following the closing. General real property taxes shall be prorated at the
time of Closing based on the net general real property taxes for the year of Closing.
Section 9. Recording. This Agreement, and any amendment thereto, shall be recorded
with the recorder's office of the County; provided, that upon termination of the term of this
Agreement, Host shall cooperate with Owner to remove any such recorded Agreement or
amendment thereto from title to the Property upon Owner's reasonable request therefor and, in any
event, by no later than thirty (30) days after the expiration of the original tenn of this Agreement.
In the event that, within said time, Host fails to so cooperate and provide its original signature to a
tennination of such recorded Agreement or amendment thereto, then Host hereby irrevocably
constitutes and appoints Owner as Host's true and lawful attorney (and agent-in-fact) only for the
purpose of executing in Host's name any such termination.
Section 10. Subordination. This Agreement shall be subordinate to any claim, pledge or
interest in the Property securing the Bonds or any Project Debt.
Section 11. Assignment. Neither party to this Agreement shall assign its interests,
obligations, rights and/or responsibilities under this Agreement without the prior written consent
of the other party.
Section 12. Limitation on Liability and of Host's Obligations.
(a)The Owner shall not be directly, indirectly, contingently or otherwise liable
for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any
conceivable theory, under or by reason of or in connection with this Agreement or any sale or
Conveyance or failure or price thereof or application of proceeds thereof, except only as to moneys
available therefor under and in accordance with the Indenture or this Agreement.
01007 0001/677103 I
RESOLUTION NO. 20-166 (Exhibit B)
Page 21 of 27
(b)The Bonds will not be a debt, liablity or obligation of Host but rather, solely
indebtedness of the Owner, limited to revenues from the Project which are pledged and available
therefor. Under no circumstances shall Host be obligated to (i) provide any financing to acquire or
construct the Project or any refinancing of the Project; (ii) approve any application or request for or
take any other action in connection with any plan ning approval, permit or other action necessary
for the acquisition, construction, rehabilitation or operation of the Project; or (iii) make any
contribution or advance any funds whatsoever to the Owner.
(c)No Owner Indemnified Person shall be individually or personally liable for
the payment of any sum hereunder or be subject to any personal liability or accountability by
reason of the execution and delivery of this Agreement, or by any proceedings for the sale or
Conveyance or failure or price thereof, or Host's exercise or waiver of same, or otherwise except
in the case of such Owner Indemnified Person's own willful misconduct.
Section 13. Notices, Governing Law, Binding Effect and Other Miscellaneous
Provisions.
(a)Notices. All notices provided for in this Agreement shall be in writing and
shall be given to Owner or Host at the address set forth below or at such other address as they
individually may specify thereafter by written notice in accordance herewith:
IFto Owner:
With a copy to:
If to Host:
CSCDA Community Improvement Authority
1100 K Street, Suite IO I
Sacramento, California 95814
Attention: Chair
[Project Administrator]
[Project Administrator Address]
Attention: [Project Administrator Contact]
[City]
[City Address]
Attention: [City Contact]
Such notices shall be deemed effective upon actual delivery or upon the date that any such delivery
was attempted and acceptance thereof was refused, or if mailed, certified return receipt requested,
postage prepaid, properly addressed, three (3) days after posting.
(b)Consents and Approvals. All consents and approvals and waivers required
or asserted hereunder shall be in writing, signed by the party from whom such consent, approval,
waiver or notice is requested.
(c)Non-liability of Host Officers and Employees. No officer or employee of
Host shall be personally liable to the Owner, or any successor in interest, in the event of any default
or breach by Host of any obligation of the terms of this Agreement.
01007 0001/677103 I
RESOLUTION NO. 20-166 (Exhibit B)
Page 22 of 27
r
(d)Pronouns. Where appropriate to the context, words of one gender include
all genders, and the singular includes the plural and vice versa.
(e)Amendments. This Agreement may not be modified except in a written
instrument signed by Host and Owner.
(f)Complete Agreement. This Agreement together with all schedules and
exhibits attached hereto and made part thereof supersedes all previous agreements, understandings
and representations made by or between the parties hereto.
(g)Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflicts of law principles.
All claims of whatever character arising out of this Agreement, or under any statute or common
law relaling in any way, directly or indirectly, to the subject matter hereof or to the dealings
between Owner and any other party hereto, if and to the extent that such claim potentially could or
actually does involve Owner, shall be filed and maintained in the Superior Court of California,
County of Los Angeles, California. By executing and delivering this Agreement, each party hereto
irrevocably: (i) accepts generally and unconditionally the exclusive jurisdiction and venue of such
court; (ii) waives any defense of forum non-conveniens; and (iii) agrees not to seek removal of
such proceedings lo any court or forum other than as specified above. The foregoing shall not be
deemed or construed to constitute a waiver by Owner or Host of any prior notice or procedural
requirements applicable to actions or claims against or involving governmental units and/or
political subdivisions of the State of California that may exist at the time of and in connection with
such matter.
(h)Legal Construction. In case any one or more of the provisions contained in
this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such invalid provision shall be deemed severable, and shall
not affect the validity or enforceability of any other provisions of this Agreement, all of which
shall remain fully enforceable.
(i)Term. This Agreement shall terminate upon the Conveyance.
U)Captions. The captions used in this Agreement are solely for convenience,
and shall not be deemed to constitute a part of the substance of the Agreement for purpose of its
construction.
(k)Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original; and
all such counterparts shall together constitute but one and the same Agreement.
01007 OOOJ/6TII03 I
)SIGNATURE PAGE TO FOLLOW)
RESOLUTION NO. 20-166 (Exhibit B)
Page 23 of 27
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
CSCDA COMMUNITY IMPROVEMENT
AUTHORITY
37
Authorized Signatory
CITY OF CARSON
Sharon Landers, City Manager
ATTEST:
Donesia Gause•Aldana, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
frit]
01007 00011677103 1
RESOLUTION NO. 20-166 (Exhibit B)
Page 24 of 27
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California
County of
On
before me,
I Merl name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
01007 0001/677103 1
RESOLUTION NO. 20-166 (Exhibit B)
Page 25 of 27
EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY
The Land referred to herein is situated in the State of California, County of Los Angeles, City of
Carson, and described as follows:
Page 26 of27
EXHIBIT "C"
SIGNATURE PAGE FOR JOINT EXERCISE OF POWERS AGREEMENT
IN WITNESS WHEREOF, the City of Carson has caused this Agreement to be executed and
attested by its duly authorized representatives as of the_ day of 202_.
ATIEST:
Donesia Gause-Aldana, City Clerk
APPROVED AS TO FORM:
Sunny K. Soltani, City Attorney
Additional Member:
CITY OF CARSON
Albert Robles, Mayor
RESOLUTION NO. 20-166 (Exhibit C)
Page 27 of27