HomeMy WebLinkAbout2013-12-03; City Council; Resolution 2013-2831 RESOLUTION NO. 9013-283
3
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING ASSOCIATE MEMBERSHIP BY THE CITY
OF CARLSBAD IN THE CALIFORNIA ENTERPRISE DEVELOPMENT
4 AUTHORITY AND AUTHORIZING AND DIRECTING EXECUTION OF
AN ASSOCIATE MEMBERSHIP AGREEMENT RELATED TO
5 ASSOCIATE MEMBERSHIP OF THE CITY IN THE AUTHORITY.
6
7
8
9
10
WHEREAS, the City of Carlsbad, California (the "City"), a municipal corporation, duly
organized and existing under the Constitution and 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
11 Section 6500 (the "JPA Law") enter into a joint exercise of power agreement with one or more
12 other public agencies pursuant to which such contracting parties may jointly exercise power
13 . *u ^ common to them; and
14
WHEREAS, the City and other public agencies wish to jointly participate in economic
15
development financing programs for the benefit of businesses and nonprofit entities within
16
their jurisdictions offered by membership in the California Enterprise Development Authority
18 (the "Authority") pursuant to an associate membership agreement and Joint Exercise of Powers
19 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
20
21
22
23
24 ofthe Authority; and
25 WHEREAS, the form of Associate Membership Agreement (the "Associate Membership
Agreement") between the City and the Authority is attached hereto as Exhibit "A"; and
27
28 3
1 WHEREAS, the City is willing to become an Associate Member of the Authority subject
2
3
4
5
^ 1. The above recitations are true and correct
9
10
11
14
15
16
17
18
22
23
24
25
to the provisions ofthe Associate Membership Agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carisbad,
California, as follows that:
7 2. The City Council hereby specifically finds and declares that the actions
g
authorized herein constitute public affairs ofthe City.
3. The Associate Membership Agreement presented to this meeting and on file
with the City Clerk is hereby approved. The Mayor ofthe City, the City Manager, the
12 C'ty Clerk and other officials ofthe City are each hereby authorized and directed, for
13 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.
4. The officers and officials of the City are hereby authorized and directed, jointly
19 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,
21
carry out, give effect to and comply with the terms and intent ofthis resolution and
the Associate Membership Agreement. All such actions heretofore taken by such
officers and officials are hereby confirmed, ratified and approved.
//
26 //
27
28
PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 3"^^^ day of December 2013, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Packard, Wood, Blackburn, Douglas.
None.
ABSENT: None.
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
MATT HALL, IVIayor
ATTEST:
3 B/\RP/^RA ENGLESON/iCity Clerk
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 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 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 CaHfomia 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 thereol^
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 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 ofthe City shall have any right to become an officer or director ofthe Authority
by virtue ofthe City being an Associate Member of the Authority.
Section 3. Effect of Prior Authoritv 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. No Obligations of Associate Members. The debts, liabilities and obligations
ofthe Authority shall not be the debts, liabilities and obligations ofthe City.
Section 5. 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 ofthe 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 their proper officers thereunto duly authorized, on the
day and year first set forth above.
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
By:
Gurbax Sahota, Chair
Board of Directors
Attest:
Michelle Stephens, Asst. Secretary
Attest:
City Clerk
CITY OF CARLSBAD, CALIFORNIA
4833-7301-9141.1