CC RES 2013-058 RESOLUTION NO. 2013-58
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO PALOS VERDES APPROVING ASSOCIATE
MEMBERSHIP BY THE CITY OF RANCHO PALOS VERDES 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 Rancho Palos Verdes, California (the "City"), is a municipal
corporation, duly organized and existing under the Constitution and the laws of the State of
California; and,
WHEREAS, upon authorization of the City Council and 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"), the City may 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 as Exhibit `A';
and,
WHEREAS, the City is willing to become an Associate Member of the Authority subject
to the provisions of the Associate Membership Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS VERDES DOES
HEREBY FIND, DETERMINE, AND RESOLVE 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 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 at this meeting and
4825-8409-6773.1
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, APPROVED, AND ADOPTED this 3rd day of September 2013.
M yo r
Attest:
ii / //
City Clerk
State of California )
County of Los Angeles ) ss
City or Rancho Palos Verdes )
I, Carla Morreale, the City Clerk of the City of Rancho Palos Verdes, do hereby
certify that the above Resolution No. 2013-58 was duly and regularly passed and adopted
by the said City Council at a regular meeting thereof held on September 3, 2013.
/ //
City Clerk
Resolution No. 2013-58
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EXHIBIT A
Associate Membership Agreement
by and between
CEDA
and
City of Rancho Palos Verdes
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY OF RANCHO PALOS VERDES, CALIFORNIA
THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership
Agreement"), dated as of September 3, 2013, is by and between CALIFORNIA
ENTERPRISE DEVELOPMENT AUTHORITY (the "Authority") and the CITY OF RANCHO
PALOS VERDES, 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;
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;
4825-8409-6773.1
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 until
terminated by City or 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: 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 4: 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 ENTERPRIS DEVELOPMENT
AUTHORITY ;
By:
urbax ahot., Chair
Board of Directors
Attest:
../d/
reAr
Michelle •tephens Asst. •Vary
CITY OF RANCHO PALOS VERDES,
CALIFORNIA
By: a
Mayor Susan Brooks
Attest:
City Clerk
Resolution No. 2013-58
Exhibit A
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