HomeMy WebLinkAboutCalifornia Enterprise Development Authority; 2014-04-07;EXHIBIT "A"
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY OF CARLSBAD, CALIFORNIA
THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership
Agreement"), dated as of A-fUJJI ^ by and between CALIFORNIA
ENTERPRISE DEVELOPMENT* AUTHORITY (the "Authority") and the CITY OF
CARLSBAD, CALIFORNIA, a municipal corporation, duly organized and existing under the
laws ofthe State ofCalifornia (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 Jime 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 Califomia 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 Califomia to
join the Authority as an associate member (an "Associate Member"); and
WHEREAS, the City desires to become an Associate Member of the Authority;
WHEREAS, City Council of the City has adopted a resolution approving the Associate
Membership Agreement and the execution and delivery thereof;
WHEREAS, the Board of Directors of the Authority has determined that the City should
become an Associate Member of the Authority;
4833-7301-9141.1
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;
Section 1. Associate Member Status. The City is hereby made an Associate Meml)er 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 ofthe 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 ofBcer, 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.
Sections. Effect of Prior Authoritv Actions. The City hereby agrees to be subject to and
botmd 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 boimd by such
actions.
Section 4. No Obligations of Associate Members. The debts, liabilities and obligations
ofthe Authority shall not be the debts, liabilities and obligations of the City.
Section 5. Execution of the Ageement. 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.
4833-7301-9141.1
1
IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership
Agreement to be executed and attested by then- proper officers thereunto duly authorized, on the
day and year first set forth above.
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHOI
By:_^
Gurbax Sahota, (^hair
Board of Directors
Attest:
CITY OF CARLSBAD, CALIFORNIA
Attest:
City Clerk
4833-7301-9141.1
'E
RESOLUTION NO. 14-28
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
RESOLUTION APPROVING ASSOCIATE MEMBERSHIP OF THE CITY
OF CARLSBAD IN THE CALIFORNIA ENTERPRISE DEVELOPMENT
AUTHORITY AND THE EXECUTION OF ASSOCIATE MEMBERSHIP
AGREEMENTS RELATING TO SAID ASSOCIATE MEMBERSHIPS
WHEREAS, pursuant to the provisions of the Joint Powers Act, Articles 1 through 4 of
Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Govemment Code of
the State of California, the cities of Eureka, Lancaster and Selma entered into a joint exercise of
powers agreement (the "Agreement") for the creation of the Califomia Enterprise Development
Authority (the "Authority"); and
WHEREAS, pursuant to Section 2.10 of the Agreement, a local agency may be admitted
as an associate member of the Authority upon approval of the Board of Directors of the
Authority and the adoption by the legislative body ofthe local agency of a resolution approving
an Associate Membership Agreement; and
WHEREAS, the City of Carlsbad (the "Public Entity") desires to join the Authority and
has adopted the authorizing resolution approving an Associate Membership Agreement (the
"Associate Membership Agreement"); and
WHEREAS, the Board of Directors desires to admit the Public Entity into the Authority
as an associate member.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY, AS FOLLOWS:
Section 1. The Public Entity is hereby admitted as an associate member ofthe Authority.
Section 2. The Chair or the Vice Chair of the Board of Directors is hereby authorized to
execute the Associate Membership Agreement with the Public Entity. All actions heretofore
taken by the officers, or their respective designees, employees and agents of the Authority in
connection with the Authority's entry into the Associate Membership Agreement with the
County are hereby ratified and confirmed.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 7* day of April 2014.
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
Gurbax Sahota, Chair
ATTEST