Res 14-054RESOLUTION NO. 14 -054
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF POWAY, CALIFORNIA
APPROVING ASSOCIATE MEMBERSHIP BY THE
CITY OF POWAY IN THE CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY AND AUTHORIZING AND
DIRECTING THE EXECUTION OF AN ASSOCIATE MEMBERSHIP
AGREEMENT RELATING TO ASSOCIATE MEMBERSHIP
OF THE CITY IN THE AUTHORITY
WHEREAS, the City of Poway, California (the "City "), a municipal corporation,
duly organized and existing under the Constitution and the laws of the State of
California; and
WHEREAS, the City, upon authorization of the City Council, may pursuant to
Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California,
commencing with Section 6500 (the "JPA Law ") enter into a joint exercise of powers
agreement with one or more other public agencies pursuant to which such contracting
parties may jointly exercise any power common to them; and
WHEREAS, the City and other public agencies wish to jointly participate in
economic development financing programs for the benefit of businesses and nonprofit
entities within their jurisdictions offered by membership in the California Enterprise
Development Authority (the "Authority ") pursuant to an associate membership
agreement and Joint Exercise of Powers Agreement Relating to the California
Enterprise Development Authority (the "Agreement "); and
WHEREAS, under the JPA Law and the Agreement, the Authority is a public
entity separate and apart from the parties to the Agreement and the debts, liabilities and
obligations of the Authority will not be the debts, liabilities or obligations of the City or
the other members of the Authority; and
WHEREAS, the form of Associate Membership Agreement (the "Associate
Membership Agreement ") between the City and the Authority is attached; and
WHEREAS, the City is willing to become an Associate Member of the Authority
subject to the provisions of the Associate Membership Agreement; and
WHEREAS, the City may repeal this Resolution and terminate its Associate
Membership in the Authority, upon written notice to CEDA, should it be determined at
any time that it no longer desires to continue as an Associate Member of the Authority.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway
as follows:
Section 1: The City Council hereby specifically finds and declares that the
actions authorized hereby constitute public affairs of the City. The City Council further
Resolution No. 14 -054
Page 2
finds that the statements, findings and determinations of the City set forth in the
preambles above are true and correct.
Section 2: The Associate Membership Agreement presented to this meeting
and on file with the City Clerk is hereby approved. The Mayor of the City, the City
Manager, the City Clerk and other officials of the City are each hereby authorized and
directed, for and on behalf of the City, to execute and deliver the Associate Membership
Agreement in substantially said form, with such changes therein as such officer may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 3: The officers and officials of the City are hereby authorized and
directed, jointly and severally, to do any and all things and to execute and deliver any
and all documents which they may deem necessary or advisable in order to
consummate, carry out, give effect to and comply with the terms and intent of this
resolution and the Associate Membership Agreement. All such actions heretofore taken
by such officers and officials are hereby confirmed, ratified and approved.
PASSED, ADOPTED AND APPROVED by the City Council of the City of Poway
at a regular meeting this 2 "d day of September, 2014.
ATTEST:
Sheila Cobian, CMC, City Clerk
Resolution No. 14 -054
Page 3
STATE OF CALIFORNIA )
) SS
COUNTY OF SAN DIEGO )
I, Sheila R. Cobian, CIVIC, City Clerk, of the City of Poway, do hereby certify
under penalty of perjury that the foregoing Resolution No. 14 -054 was duly adopted by
the City Council at a meeting of said City Council held on the 2nd day of September,
2014, and that it was so adopted by the following vote:
AYES: CUNNINGHAM, VAUS, MULLIN, GROSCH, HIGGINSON
NOES: NONE
ABSENT: NONE
DISQUALIFIED: NONE
Sheil . Cobian, CIVIC, City Clerk
City of Poway
Resolution No. 14 -054
Page 4
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY OF POWAY, CALIFORNIA
THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership
Agreement "), dated as of September 3, 2014 by and between CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority ") and the CITY OF
POWAY, CALIFORNIA, a municipal corporation, duly organized and existing under the
laws of the State of California (the "City ");
WITNESSETH:
WHEREAS, the Cities of Selma, Lancaster and Eureka (individually, a "Member"
and collectively, the "Members "), have entered into a Joint Powers Agreement, dated as
of June 1, 2006 (the "Agreement "), establishing the Authority and prescribing its
purposes and powers; and
WHEREAS, the Agreement designates the Executive Committee of the Board of
Directors and the President of the California Association for Local Economic
Development as the initial Board of Directors of the Authority; and
WHEREAS, the Authority has been formed for the purpose, among others, to
assist for profit and nonprofit corporations and other entities to obtain financing for
projects and purposes serving the public interest; and
WHEREAS, the Agreement permits any other local agency in the State of
California to join the Authority as an associate member (an "Associate Member "); and
WHEREAS, the City desires to become an Associate Member of the Authority;
and
WHEREAS, City Council of the City has adopted a resolution approving the
Associate Membership Agreement and the execution and delivery thereof; and
WHEREAS, the Board of Directors of the Authority has determined that the City
should become an Associate Member of the Authority; and
WHEREAS, the City may terminate this Associate Membership Agreement in the
manner required by the Agreement or, if no such manner is prescribed in the
Agreement, upon written notice to CEDA, should it be determined at any time that it no
longer desires to continue as an Associate Member of the Authority.
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the Authority and the City do hereby agree as follows:
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Resolution No. 14 -054
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Section 1. Associate Member Status. The City is hereby made an Associate
Member of the Authority for all purposes of the Agreement and the Bylaws of the
Authority, the provisions of which are hereby incorporated herein by reference. From
and after the date of execution and delivery of this Associate Membership Agreement
by the City and the Authority, the City shall be and remain an Associate Member of the
Authority.
Section 2. Restrictions and Rights of Associate Members. The City shall not
have the right, as an Associate Member of the Authority, to vote on any action taken by
the Board of Directors or by the Voting Members of the Authority. In addition, no officer,
employee or representative of the City shall have any right to become an officer or
director of the Authority by virtue of the City being an Associate Member of the
Authority.
Section 3. Effect of Prior Authority Actions. The City hereby agrees to be
subject to and bound by all actions previously taken by the Members and the Board of
Directors of the Authority to the same extent as the Members of the Authority are
subject to and bound by such actions.
Section 4. Subsequent Amendments. City hereby agrees that any subsequent
amendments of the Authority JPA shall be binding upon the City provided, however, that
it shall not be bound by any amendments that create any financial obligations on the
part of the City and further provided, however, that before any amendment becomes
effective as to the City it shall have not less than sixty (60) days after the effective date
of the amendment to take such action to terminate its Associate Membership of the
Authority, without cost or penalty.
Section 5. No Obligations of Associate Members. The debts, liabilities and
obligations of the Authority shall not be the debts, liabilities and obligations of the City.
Section 6. Execution of the Agreement. Execution of this Associate
Membership Agreement and the Agreement shall satisfy the requirements of the
Agreement and Article XII of the Bylaws of the Authority for participation by the City in
all programs and other undertakings of the Authority.
IN WITNESS WHEREOF, the parties hereto have caused this Associate
Membership Agreement to be executed and attested by their proper officers thereunto
duly authorized, on the day and year first set forth above.
CALIFORNIA E TERPRIS�jDEVELOPMENT
AUTHORITY //
4833 - 7301- 9141.1 2
Attest:
Attest:
Sheila -. Cobian, CIVIC, City Clerk
City of Poway
4833 - 7301 - 9141.1
Resolution No. 14 -054
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CITY OF POWAY, CALIFORNIA
By:
Don Higginson, May-or