Res 95-101RESOLUTION NO. 95-101
A RESOLUTION OF THE CITY OF POWAY, CALIFORNIA
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AN AMENDED
AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT
WHEREAS, the City has expressed an interest in participating in an economic
development financing program in conjunction with the parties to that certain
Joint Exercise of Powers Agreement Between Certain Counties in California
Creating the California Counties Industrial Development Authority, dated as of
November 18, 1987 (the "Original Agreement"); and
WHEREAS, due to broadened sponsorship for the programs (the "Programs") to
be undertaken pursuant to the Original Agreement, it has been determined to amend
and restate the Original Agreement pursuant to that certain Amended and Restated
Joint Exercise of Powers Agreement Relating to the California Statewide
Communities Development Authority, dated as of June 1, 1988 (the "Amended
Agreement") to, inter alia, change the name of the authority established pursuant
to Original Agreement and to modify the governance thereof; and
WHEREAS, there is now before this City Council the form of the Amended
Agreement; and
WHEREAS, the City proposes to participate in the Programs and desires that
certain projects to be located within the City be financed pursuant to the
Programs and it is in the public interest and for the public benefit that the
City do so; and
WHEREAS, the Amended Agreement has been filed with the City and the members
of the City Council, with the aid of its staff, have reviewed said document.
NOW, THEREFORE, the City of Poway does hereby resolve as follows:
Section 1. The Amended Agreement is hereby approved (Exhibit A) and the
Mayor is hereby authorized and directed to execute said document, and the City
Clerk or Deputy City Clerk is hereby authorized and directed to affix the City's
seal to said document and to attest thereto.
Section 2. The Mayor, City Manager, 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.
PASSED, ADOPTED AND APPROVED by the City Council o!~ the City of Poway,
California at a regular meeting thereof this 5th day of September, 1995.
on lgglnson,-~m~_~r
ATTEST:
Marjorie~K. Wahlsten, City Clerk
Resolution No. 95-101
Page 2
STATE OF CALIFORNIA )
) SSo
COUNTY OF SAN DIEGO )
I, Harjorie K. Wahlsten, City Clerk of the City of Poway, do hereby certify
that the foregoing Resolution No. 95-101 was duly adopted by the City Council
at a meeting of said Council on the 5th day of September, 1995, and that it was
so adopted by the following vote:
AYES: CAFAGNA, EMERY, REXFORD, HIGGINSON
NOES: NONE
ABSTAIN: NONE
ABSENT: CALLERY
Marjoriel(. Wahlsten, City Clerk
c: \data\agenda\i db. res
EXHIBIT "A"
Resolution No. 95-101
Page 3
AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA STATE'WIDE COMMUNITIES
DEVELOPMENT AUTHORITY
THIS AGREEMENT, dated as of June 1, 1988, by and
among the parties executing this Agreement (all such parties,
except those which have withdrawn in accordance with Section
13 hereof, being herein referred to as the "Program-
Participants'):
WiTNESSETH
WHEREAS, pursuant to Title 1, Division 7, Chapter 5
of the Government Code of the State of California (the "Joint
EXercise of Powers Act"), two or more public agencies may by
agreement jointly exercise any power common to the contracting
parties; and
WHEREAS, each of the Program Participants is a
"public agency" as that term is defined in Section 6500 of the
Government Code of the State of California, and
WHEREAS, each of the Program Participants is
empowered to promote economic development, including, without
limitation, the promotion of opportunities for the creation or
retention of employment, the stimulation of economic activity,
and the increase of the tax base, within its boundaries; and
WHEREAS, a public entity established pursuant to
the Joint Exercise of Powers Act is empowered to issue
industrial development bonds pursuant to the California
Industrial Development Financing Act (Title 10 (commencing
With Section 91500 of the G~gernment Code of the State of
California)) (the "Act") and to otherwise undertake financing
programs under the Joint Exercise of Powers Act or other
applicable provisions of law to promote economic development
through the issuance of bonds, notes, or other evidences of
indebtedness, or certificates of participation in leases or
other agreements (all such instruments being herein
collectively referred to as 'Bonds"); and
WHEREAS, in order to promote economic development
within the State of California, the County Supervisors
Association of California ('CSAC"), together with the
California Manufacturers Association, has established the
Bonds for Industry program (the "Program").
Resolution No. 95-101
Page 4
WI-IE~£AS, in furtherance of the Program, certain
California counties (collectively, the 'Initial Participants')
have entered into that certain Joint Exercise of Powers
Agreement dated as of November 18, 1987 (the "Initial
Agreement'), pursuant to which the California Counties
Industrial Development Authority has been established as a
separate entity under the Joint Exercise of Powers Act for the
purposes and with the powers specified in the Initial
Agreement; and
WHEREAS, the League of California Cities ("LCC")
has determined '~o join as a sponsor of the Program and to
actively partic.pate in the administration of the Authorityf
and '
WHF_~E~%S, the Initial Participants have determined
to specifically authorize the Authority to issue Bonds
pursuant to Article 2 of the Joint Exercise of Powers Act
("Article 2") ~nd Article 4 of the Joint Exercise of Powers
Act ("Article 4'), as well as may be authorized by the Act or
other applicable law; and
WH£REAS, the Initial Participants desire to rename
the California Counties Industrial Development Authority to
better reflect the additional sponsorship of the Program; and
WHEREAS, each of the Initial Participants has
determined that it is in the public interest of the citizens
within its boundaries, and to the benefit of such Initial
Participant and the area and persons served by such Initial
Participant, to amend and restate in its entirety the Initial
Agreement in order to implement the provisions set forth
above; and
WHERMAS, it is t~.desire of the Program
Participants to use a public entity established pursuant to
the Joint Exercise of Powers Act to undertake projects within
their respective jurisdictions that may be financed with Bonds
issued pursuant to the Act, Article 2, Article 4, or other
applicable provisions of !aw;'and
W~EREA$, the projects undertaken will result in
significant public benefits, including those public benefits
set forth in Section 91502.1 of the Act, an increased level of
economic activity, or an increased tax base, and will
therefore serve and be of benefi~ to the inhabitants of the
jurisdictions of the Program ParticipantS;
NOW, THM~SFO~5, the Program Participants, for and
in cons~dermtion of the mutual promises and agreements herein
contained, do agree to amend and restate the Initial Agreement
in its entirety to provide as follows:
379h5
Resolution No. 95-101
Page 5
Sec~ i on I . Pu_rpose.
This Agreement is made pursuant to the provisions of
the Joint Exercise of Powers Act, relating to the joint
exercise of powers common to public agencies, in this case
being the Program Participants. The Program Participants each
possess the powers referred to in the recitals hereof. The
purpose of this Agreement is to establish an agency for, and
with the purpose of, issuing Bonds to finance projects within
the territorial limits of the Program Participants pursuant to
the Act, Article 2, Article 4., or other applicable provisions
of law; provided, however that nothing in this Agreement shall
be construed as a limitation on the rights of the Program
Participants to pursue economic development outside of'this
Agreement, including the rights so issue Bonds through
industrial development authorities under the Act, or as
otherwise permitted by law.
Within the various jurisdictions of the Program
Participants such purpose will be accomplished and said powers
exercised in ~he manner hereinafter set forth.
Section 2. Term.
This Agreement shall become effective in accordance
with Section 18 as of the date hereof and shall continue in
full force and effect for a period of forty (40) years from
the date hereof, or until such time as it is terminated in
writing by all the Program Participants; provided, however,
that this Agreement shall not terminate or be terminated until
the date on which all Bonds or other indebtedness issued or
caused to be issued by the Authority shall have been retired,
or full pr~vision shall have been made for their retirement,
including ~nterest until their retirement date.
'Section 3. Authority.
A. CREATION AND POWERS OF AUTHORITY.
(1) P~rsuant to the Joint Exercise of Po~ers Act, there
is hereby c~eated a public entity to be known os the
"California Statewide Communities DeveloPment Authority" (the
"Authority'), and said Authority shall be a public entity
separate an~ apart from the Program Participants. Its debts,
liabilities and obligations do not constitute debts,
liabilities or obligations of any party to this Agreement.
B COMMISSION. I
The Authority shall be administered by a Commission
(the "Commission") which shall consist of ~even members, each
3
379h5
Resolution No. 95- 101
Page 6
serving in his or her individual capacity as a member of the
Commission. The Commission shall be the administering agency
of this Agreement, and, as such, shall be vested with the
powers set forth herein, and shall execute and administer this
Agreement in accordance with the purposes and functions
provided herein.
Four members of the Commission shall be appointed by
the governing body of CSAC and three members of the Commission
shall be appointed by the governing body of LCC. Initial
members of the Commission sha.ll serve a term ending"June 1,
1991. Successors to such members shall be selected in the
manner in which the respective initial member was selected and
shall serve a term of three years. Any appointment to'fill an
unexpired term, however, shall be for such unexpired term.
The term of office specified above shall be applicable unless
the term of office of the respective member is terminated as
hereinafter provided, and provided that the term of any member
shall not expire until a successor thereto has been appointed
as provided herein.
Each of CSAC and LCC may appoint an alternate member
of the Commission for each member of the Commission which it
appoints. Such alternate member may act as a member of the
Commission in place of and during the absence or disability of
such regularly appointed member. All references in this
Agreement to any member of the Commission shall be deemed to
refer ~o and include the applicable alternate member when so
acting/in place of a regularly appointed member.
Each member or alternate member of the Commission
may be removed and replaced at any time by the governing body
by which such member was appointed. Any individual, including
any member of the governing body or staff of CSAC or LCC,
shall be eligible to serve-as a member or alternate member of
the Commission.
Members and alternate members of the Commission
shall not receive any compensation for serving as such but
shall be entitled to reimbursement for any expenses actually
incurred in connection with serving as a member or alternate
member, if the Commission shall determine that such expenses
shall be reimbursed and there are unencumbered funds available -
for such purpose.
C. OFFICERS; DUTIES: OFFICIAL BONDS.
The Commission shall elect a Chair, a Vice-Chair,
and a Secretary of the Authority from among its members to
serve for such term as shall be determined by the Commission.
The Commission shall appoint one or more of its officers or
379h5
Resolution No. 95- 101
Page 7
employees to serve as treasurer, auditor, and controller of
the Authority (the "Treasurer') pursuant to Section 6505.6 of
the Joint Exercise of Powers Act to serve for such term as
shall be determined by the Commission.
Subject to the applicable provisions of any
resolution, indenture or other.instrument or proceeding
authorizing or securing Bonds (each such resolution,
indenture, instrument and proceeding being herein referred to
as an "Indenture") providing for a trustee or other .fiscal
agent, the Treasurer is desiggated as the depositary of the
Authority to have custody of all money of the Authority, from
whatever source derived.
#
The Treasurer of the Authority shall have the
powers, duties and responsibilities specified in
Section 6505.5 of the Joint Exercise of Powers Act.
The Treasurer of the Authority is designated as the
public officer or person who has charge of, handles, or has
access to any 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
Commission but in no event less than $1,000. If and to the
extent permitted by law, any such officer may satisfy this
requirement by filing an official bond in at least said amount
obtained in connection with another public office.
The Commission shall have the power to appoint such
other officers and employees as it may deem necessary and to
retain independent counsel, consultants and accountants.
The Commission shall have the power, by resolution,
to the extent permitted by the Joint Exercise of Powers Act or
any other applicable law, to. delegate any of its functions to
one or more of the members of the Commission or officers or
agents of the Authority and to cause any of said members,
officers or agents to take any actions and execute any
documents or instruments for and in the name ~nd on behalf of
the Commission or the Authority.
D. MEETINGS OF THE COMMISSION.
(1) Regular Meetinqs.
The Commission shall provide for its regular
meetings; provided, however, it shall hold at least one
r~gular meeting each year. The date, hour and place of the
h~lding of the regular meetings shall be:fixed by resolution
o~! the Commission and a copy of such resolution shall be filed
with each party hereto.
5
379h5
Resolution No. 95- 101
Page 8
(2) Special Meetinqs.
Special meetings of the Commission may be called in
accordance with the provisions of Section 54956 of the
Government Code of the State of California.
(3) Ralph M. Brown Act.
Ail meetings of the Commission, including, without
limitation, regular, adjourned regular, special, and adjourned
special meetings shall be called, noticed, held and..conducted
in accordance with the provisions of the Ralph M. Brown Act
(commencing with Section 54950 of the Government Code of the
State of California).
(4) Minutes.
The Secretary of the Authority shall cause to be
kept minutes of the regular, adjourned regular, special, and
ad-'
SO(
mi[
in~
~r;
¢o~
th,
ourned special meetings of the Commission and shall, as
,n as possible after each meeting, cause a copy of the
~utes to be forwarded to each member of the Commission.
(S) Quorum.
A majority of the members of the Commission which
:ludes at least one member appointed by the governing body
each of CSAC and LCC shall constitute a quorum for the
~nsaction of business. No action may be taken by the
Mission except upon the affirmative vote of a majority of
~ members of the Commission which includes at least one
abet appointed by the governing body of each of CSAC and
~, except that less than a quorum may adjourn a meeting to
,tiler time;and place.
E.! RULES AND REGULATIONS.
The Authority may adopt, from time to time, by
;olution of the Commission such rules and regulations for
conduct of its meetings and affairs as may be required.
Section 4. Powers.
Thie Authority shall have any and all powers relating
economic ~development authorized by law to each of the
tries hereto and separately to the public entity herein
eated, including, without limitation, the promotion of
)ortunitigs for the creation and retention of employment,
~ stimulation of economic activity, and the increase of the
tax base, w~thin the jurisdictions,of such parties. Such
powers shall include the co,non powers specified in this
379h5
Resolution No. 95- 101
Page 9
Agreement and may be exercised in the manner and according to
the method provided in this Agreement. All such powers common
to the parties are specified as powers of the Authority. The
Authority is hereby authorized to do all acts necessary for
the exercise of such powers, including, but not limited to,
any or all of the following: to make and enter into
contracts; to employ agents and employees; to acquire,
construct, provide for maintenance and operation of, or.
maintain and operate, any buildings, works or improvements; to
acquire, hold or dispose of property wherever located; to
incur debts, liabilities or obligations; to receive..gifts,
contributions and donations of property, funds, services and
other forms of assistance from persons, firms, corporations
and any governmental entity; to sue and be sued in its,own
name; and generally to do any and all things necessary or
convenient to the promotion of economic development, including
without limitation the promotion of opportunities for the
creation or retention of employment, the stimulation of
economic activity, and the increase of the tax base, all as
herein contemplated. Without limiting the generality of the
foregoing, the Authority may issue or cause to be issued
bonded and other indebtedness, and pledge any property or
revenues as security to the extent permitted under the Joint
Exercise of Powers Act, including Article 2 and Article 4, the
Act or any other applicable provision of'law.
The manner in which the Authority shall exercise its
~owers and perform its duties is and shall be subject to the
~estrictions upon the manner in which a California county
:ould exercise such powers and-perform sqch duties until a
~alifornia general law city shall become]a Program
>articipant, at which time it shall be sqb!ect to the
:estrictions upon the manner in which a ~a~ifornia general law
:ity could exercise such powers and perf~rm such duties. The
in which the Authority shall exer~:ise its powers and
iform its d~ties shall no~'be Subjectt
licable to the manner in which any ot]
~ld exercis~ such powers or pe£form su~
:h agency is a party to this A~reement
Sec
For
:~r' shall
me by the
period
;t for
tion 5. Fiscal Yea?.
the purposes of th~s Agreel
ean the fiscal yeari as esta
uthority, being, ati!the dat
om July 1 to and i~¢iuding
e first Fiscal Year! which s
the dat~ of this Agreement ito June
379h5
~o any restrictions
~er public agency
:h duties, whether
or not.
nent, the term 'Fiscal
Dlished from time to
=_ of this Agreement~
the following June 30,
hall be the period
30, !988.
Resolution No. 95- 101
Page 10
Section 6. Disposition of Assets.
At the end of the term hereof or upon the earlier
termination of this Agreement as set forth in Section 2
hereof, after payment of all expenses and liabilities of the
Authority, all property of the Authority both real and
personal shall automatically vest in the Program Participants
and shall thereafter remain the sole property of the Program
Participants; provided, however, that any surplus money on
hand shall be returned in proportion to the contributions made
by the Program Participants. "
Section 7. Bonds.
The Authority shell issue Bonds for the purpose of
exercising its powers and raising the funds necessary to carry
out its purposes under this Agreement. Said Bonds may, at the
discretion of Authority, be issued in series.
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
fees and expenses of such counsel, consultants, advisors, and
the expenses of CSAC, LCC, and the Commission shall be paid
from the proceeds of the Bonds or any other unencumbered funds
of the Authority available for such purpose.
Section 8. Bonds Only Limited and Special
Obligations of Authority.
The Bonds, together with ~he interest and premium,
if any, thereon, shall not be deemed to constitute a debt of
any Program Participant, CSAC, or LCC or pledge of the faith
and credit of the Program Participants, CSAC, LCC, or the
uthority. The Bonds shall_be only special obligations of the
uthority, and the AuthoritY'shall under no circumstances be
bligated to pay the Bonds or the respective project costs
e~cept from revenues and other funds pledge~ therefor.
Neither the Program Participants, CSAC, LCC~ nor the Authority
Shall be obligated to pay the principal Of,~premium, if any,
o9 interest on the Bonds, or other costsiin~idental thereto,
except from the revenues and funds pledged ~herefor, and
n~ither the faith and credit nor the taxing power of the ·
P~ogram Participants nor the faith and cred.t of CSAC, LCC, or
the Authority shall be pledged to the payment of the principal
o~, premium, if any, or interestl on the Bonts nor shall the
P~ogram Participants, CSAC, LCC,i or the Authority in any
manner be obligated to make any appropriSti)n for such payment.
No covenant or a§reement containe in any Bond or
Indenture shall be deemed to be a covenant )r agreement of any
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379h5
Resolution No. 95- 101
Page 11
member of the Commission, or any officer, agent or employee of
the Authority in his individual capacity and neither the
Commission of the Authority nor any officer thereof executing
the Bonds shall be liable personally on any Bond or be subject
to any personal liability or accountability by reason of the
issuance of any Bonds.
Section 9. Local Approval.
A copy of the application for financing of a project
shall be filed by the Authority with the Program Par. ticipant
in whose jurisdiction the pro~ect is to be located. The
Authority shall not issue Bonds with respect to any project
unless the governing body of the Program Participant in. whose
jurisdiction the project is to be located, or its duly
authorized designee, shall approve, conditionally or
unconditionally, the project, including the issuance of Bonds
therefor. Action to approve or disapprove a project shall be
taken within 45 days of the filing with the Program
Participant. Certification of approval or disapproval shall
be made by the clerk of the governing body of the Program
Participant, or by such other officer as may be designated by
the applicable Program Participant, to the Authority.
Section 10. Accounts and Reports.
Ail 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 Program Participant.
The Treasurer of the Authority shall cause an
independent audit to be ma6~' of the books of accounts and
financial records of the Agency by a certified public
iaccountant or public accountant in compliance ~ith the
~rovisions of Section 6505 of the Joint Exe~cioe of Powers
ct. In each case the minimum requirements~of the audit shall
ibe those prescribed by the State Controller/for special
idistricts under Section 26909 of the Government Code of the
iState of California and shall conform to generally accepted
iamditing standards. When such an audit of accounts and
!records is made by a certified public accountant or public
ia~countant, a report thereof shall be filed, as public records
iwlth each Program Participant and also with the county auditor
io~ each county in which a Program Participant is located.
!SUch report shall be filed within 12 months of the end of the
!Fiscal Year or Years under examination.
379h5
Resolution No. 95-101
Page 12
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 Commission may, by resolution
adopted by unanimous vote, replace the annual special audit
with an audit covering a two-year period.
The Treasurer of the Authority, within 12~ days
after the close of each Fiscal Year, shall give a complete
written report of all financial activities for such Fiscal
Year to each of the Program Participants to the extent°such
activities are not covered by the reports of the trustees for
the Bonds. The trustee appointed under each Indenture shall
establish suitable funds, furnish financial reports and
provide suitable accounting procedures to carry out the
provisions of said Indenture. Said trustee may be given such
duties in said indenture as may be desirable to carry out this
ggreement.
Section 11. Funds.
Subject to the applicable provisions of each
Indenture, which may provide for a trustee to receive, have
~ustody of and disburse Authority funds, the Treasurer of the
~uthority shall receive, have the custody of and disburse
funds pursuant to the accounting procedures
~eveloped under Section !0 hereof, and shall make the
.sbursemen~s required by this Agreement or otherwise
~cessary t9 carry out any of the provisions or purposes of
~is Agreement.
S~ction 12. Noti-ces.
NOtices and other communications hereunder to the
'ogram Participants shall be sufficient if delivered to the
erk of the governing body of each Program Participant.
Section 13. Withdrawal and Addition of Parties.
A Program Participant may withdraw from this
reement upon written notice to the Commission; provided,
· that no such withdrawal.shall result in the
.ssolution of the Authority so long as any Bonds remain
~tstanding under an Indenture. Any such withdrawal shall be
ire only upon receipt of the notice of withdrawal by the
sion which shall acknowledge receipt of such notice of
ithdrawal in writing and shall file such notice as an
~mendment to this Agreement effective upon such filing.
10
Resolution No. 95- 101
Page 13
Qualifying public agencies may be added as parties
to this Agreement and become Program Participants upon:
the filing by such public agency of an executed counterpart of
this Agreement, together with a certified copy of the
resolution of the governing body of such public agency
approving this Agreement and the execution and delivery
hereof; and (ii) adoption of a resolution of the Commission
approving the addition of such public agency as a Program
Participant. Upon satisfaction of such conditions, the
Commission shall file such executed counterpart of this
Agreement as an amendment hereto, effective upon sudh filing.
Section 14. Indemnification.
To the full extent permitted by law, the Commission
may authorize indemnification by the Authority of any person
who is or was a member or alternate member of the Commission,
or an officer, employee or other agent of the Authority, and
who was or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was
such a member or alternate member of the Commission, or an
officer, employee or other agent of the Authority, against
expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of
the Authority and, in the case of a Criminal 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 kuthority, acted with such care,~ including reasonable
inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances.
Section 15. Contributions and Advances.
Contributions or advances of public funds and of the
use of persionnel, equipment or property may be made to the
Authority by the parties hereto for any of the purposes of
this Agreement. Payment of public funds may be made to defray
the cost of any such contribution. Any such advance may be
made subject to repayment, and in such case shall be repaid,
in the manner agreed upon by the Authority and the party
making such advance at the time of such advance.
Section 16. Immunities.
liabilitie:
pension,
benefits wi
employees
~11 of the privileges and immunities from
;, exemptions from laws, ordinances and rules, all
~lief, disability, workers' compensation, and other
~ich apply to the activity of officers, agents or
)f Program Participants when performing their
379h5
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Resolution No. 95-101
Page 14
respective functions within the territorial limits of their
respective public agencies, shall apply to them to the same
degree and extent while engaged as members of the Commission
or otherwise as an officer, agent or other representative of
the Authority or while engaged in the performance of any of
their functions or duties extraterritorially under the
provisions of this Agreement.
Section 17. Amendments.
Except as provided in Section 13 above, this
Agreement shall not be amended, modified, or altered except by
a written instrument duly executed by each of the Program
Participants.
Section 18. Effectiveness.
This Agreement shall become effective and be in full
force and e~fect and a legal, valid and binding obligation of
each of the iProgram Participants at 9:00 a.m., California
time, on the date that the Commission shall have received from
each of the iInitial Participants an executed counterpart of
this Agreement, together with a certified copy of a resolution
of the governing body of each such Initial Participant
approving t~is: Agreement and the execution and delivery hereof.
S~ction 19. Partial Invalidity.
]
I! any one or more of the terms, provisions,
promises, c~venants or conditions of this Agreement shall to
any e:~[ent ~e adjudged invalid, unenforceable, void o~
voi~a])le fo~ any reason whatsoever b~ a court of competent
ju~is~iict[oa, each an~ all o~ t~e remaining terms, provisions,
promi:~es, c~venants and conditions of this Agreement shall not
be af~cte~ithereby, and shall be valid and enforceable to the
fUlle~ ex~nt permitted by-'law.
=ction 20. Successors.
to
E~cep
assi.
o~
,is Agreement shall be binding upon and shall inure
~it of the successors of the parties hereto.
extent expressly provided herein, no party may
ht or obligation hereunder without the consent
parties.
ion 21. Miscellaneous.
count
whic~
Agreement may be executed in several
s, each of which shall be an original and all of
shall constitute but one and the same instrument.
379h5
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Resolution No. 95- 101
Page 15
The section headings herein are for convenience only
and are not to be construed as modifying or governing the
language in the section referred to.
Wherever in this Agreement any consent or approval
is required, the same shall not be unreasonably withheld.
This Agreement is made in the State of California,
under the Constitution and laws of such state and is to be so
construed.
This Agreement is the complete and exclusive
statement of the agreement among the parties hereto, which
supercedes and merges all prior proposals, understandings, and
other agreements, including, without limitation, the Initial
Agreement, whether oral, written, or implied in conduct,
between and among the parties relating to the subject matter
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed and attested by their proper
officers thereunto duly authorized, and their official seals
to be hereto affixed, as of the day and year first above
written.
Program Participant:
[SEAL]
A/~EST:
Name: Ma~jo~e K. Wah]sten
Title: C%ty Clerk
City of Poway
Name: Don Higginson
Title: Mayor
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