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HomeMy WebLinkAbout19 JPA CA COM DEV AUTH 05-01-00AGENDA DATE: MAY 1, 2000 NO. 19 05-01-00 ! n t e r- C o m TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER REDEVELOPMENT AGENCY STAFF THE JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE CALIFORNIA COMMUNITIES DEVELOPMENT AUTHORITY ISUMMARY: Agency apprOVal is requested of a Joint Exercise of Powers Agreement Relating to the ] California Statewide CommUnitieS Development AUthority RECOMMENDATION It is recommended the City Council 1.) adopt Resolution 00-31 approving the Joint Exercise of Powers Agreement Relating to the California Statewide Communities Authority.; and 2.) authorize the City Manager to execute the subject Joint Exercise of Power Agreement. FISCAL IMPACT This action will have no fiscal impact on the City or Redevelopment Agency. This Agreement would provide that developers would be responsible for all discretionary filing fees and plan check and permit fees. DISCUSSION The City Council on October 7, 1996 (Resolution 96-104) approved the adoption of a multifamily housing finance program in cooperation with the County of Orange and a Cooperation Agreement between the County of Orange and the City of Tustin for the purpose of financing the acquisition, construction or rehabilitation of multifamily rental housing in the City. The County of Orange, as a member of the Southern California Home Financing Authority (the "SCHFA") is a participant in a multifamily financing program ("the Program"), pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Joint Exercise of Powers Act"). The Cooperation Agreement provided that the County would cooperate with the City, through the SCHFA, in the exercise of its powers under state law for the purposes of the Program. The City of Tustin has participated with the County, through the SCHFA, in financing the acquisition and rehabilitation of three apartment projects, which included Hampton Square, Orange Gardens and Flanders Pointe. The City is being approached by an increasing number of developers seeking to acquire and rehabilitate multifamily rental apartments using private activity bonds for multifamily housing issued under California Statewide Communities Development Authority. Pursuant to the Joint Exercise of Powers Act, two or more pubic agencies may by agreement jointly exercise any power common to the contracting parties including the undertaking of financing programs, as Program Participants, through the issuance of bonds, notes, or other evidences of indebtedness. California Statewide Communities Development Authority (the "California Statewide Communities") was created in 1987 as a public entity pursuant to the Joint Exercise of Powers Act to be separate and apart from program participants and serve as a conduit for William A. Huston · Joint Exercise of Powers Agreement May 1, 2000 Page 2 the issuance of industrial development and other bonds including private activity bonds for multifamily rental housing acquisition and development or rehabilitation. California Statewide Communities may issue bonds for the purpose of exercising its powers and raising the funds necessary to carry out the purposes under the agreement with a program participant. The bonds, together with the interest and premium do not constitute a debt of a pro,am participant or a pledge of the faith and credit of a program participant. California Statewide Communities is jointly sponsored by the League of California Cities and California State Association of Counties. Currently over 235 cities, counties and special districts are members. California Statewide Communities has issued over $4.9 billion in tax-exempt financing and has recently been ranked the 17th largest municipal issuer in the U.S. Qualifying public agencies may be added as parties to Joint Exercise of Powers Agreement Relating to California Statewide Communities Development Authority and become program participants upon the filing of an executed counterpart of the Agreement, together with a certified copy of the resolution of the governing body of the public agency approving the Agreement and adoption of a resolution of the Authority Commission approving the addition of such public agency as a program participant. The City and Redevelopment Agency would still retain discretion over the issuance by California Statewide Communities of tax-exempt bonds within the Tustin corporate jurisdiction. The Amended and Restated Joint Exercise of Powers Agreement Relating to the California Statewide Communities Development Authority has been reviewed by the City Attorney and is attached for the Agency's action. Staff will be available at the Agency meeting to answer any questions the Agency may have. Christine Shingleton //~/ Assistant City Manager Ja~es Draughon senior Project Manager JD:kd~BondFinancing~JPAStatlMemo.doc RESOLUTION NO. 00-31 1o 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 A RESOL[rrlON OF THE CITY COUNCIL OF THE CITY OF TUSTIN, APPROVING, AUTHORIZING AND DIRECTING EXaCtION OF AN AMENDED AND RESTATED JOINT EXERCISE OF PO'WERS AGREEMENT RELATING TO THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT ALrrHORITY WHEREAS, the City of Tustin, California (the "City"), has expressed an interest in participating in the economic development financing programs (the "Programs") in conjunction with the parties 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 "Agreement"); and and WHEREAS, there is now before this City Council the form of the Agreement; 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 WItEREAS, the Agreement has been filed with the City, and the members of the City Council of the City, with the assistance of its staff, have reviewed said document; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY' OF TUSTIN AS FOLLOWS: Section 1. The Agreement is hereby approved and the Mayor or the City Manager or designee thereof is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by said Mayor or City Manager, and the City Clerk or such Clerk's designee is hereby authorized and directed to affix the City's seal to said document and to attest thereto. Section 2. The Mayor, the 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. 10 13 14 15 16 17 20 21 22 23 24 25 26 27 28 Resolution No. 00-31 Page 2 Section 3. The City Clerk of the City shall forward a certified copy of this Resolution and an originally executed Agreement to: Angie Session Orrick, Herrington & Sutcliffe LLP 400 Capital Mall, Suite 3000 Sacramento, California 95814 Section 4. This Resolution shall take effect immediately upon its passage. PASSED AND ADOPTED at a regular meeting of the Tustin City Council held on the 1st day of May 2000. JEFFERY M. THOMAS, Mayor PAMELA STOKER City Clerk STATE OF CALIFOR3NIA) COUNTY OF ORANGE ) CITY OF TUSTIN ) SS I, Pamela Stoker, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council of the City of Tustin is five; that the above and foregoing Resolution No. 00-31 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 1st day of May 2000, by the following vote: COUNCILMEMBER AYES: COUNCILMEMER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: PAMELA STOKER CITY CLERK 29 JD:kdhMultifamily Bond FinancingUPA Resolution.doc AMENDED.AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT RELATING T° THE CALIFORNIA STATEWIDE 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 WHER--_AS, pursuant to Title 1, Division 7, Chatter.5 of the Government Code of the StaTe of California (the 'Joint Ezercise of Powers Act"), two or more public agencies may ~y agreement jointly exercis~ any ~ower common to_the contr~c~in~ ~a~ies, and WHER=_AS, each of the Program Participants is a public agency as that t~rm is defined in Section ~500 ~= he G~vernmen= Code of the State o~ California, and WHEREAS, each of the Program Particima.~= _s 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; WHEREAS, a public entity established pursuan~ t~ the joint Exercise of Powers Act is empowered to issue industrial development bonds pu=suant to the California industrial Development Financing Act (Title 10 (commencing with Section 91500 of the Government Code of the State of California)) (the "Act") and t'o otherwise undertake ~inancing 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 ("~SAC'), together with the California Manufacturers Association, has established the Bonds for Industry program (the "Program'). WHEREAS, in f~rtherance 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 '~nitial ' 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 to join as a sponsor of the Program and to actively participate in the administration of the Authority; and o. WHEREAS, the Initial Participants have determine~ to specifically authorize the Authority to issue Bonds pursuant to Article 2 of the Joint Exercise of Powers Act ('Article 2") and Article 4 of the Joint Exercise of Powers Act ("Article 4"), as well as may be authorize~ Dy the Act other applicable law; and WM~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 WHEREAS, it is the 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 law; and WHEREAS, 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 benef!t to the inhabitants of the jurisdictions of the Program Participants; NOW, THEREFORE, the Program Participants, for and in consideration of the mutual promises and agreements herein contained, do agree to restate and amend the Initial Agreement in its entirety to provide as follows: Section 1. Purpose. 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 appliable provisions of law; provided, however that nothing in this A~reement shall be construed as a limitatian on the rights of the Program Participants to pursue economic development outside of this Agreement, including the rights to issue Bonds through industrial development authorities under the Act, or a3 · otherwise permitted by law. Within the various jurisdictions of the Program Participants such purpose will be accomplished and said powers. exercised in the manner hereinafter set forth. Sect i on 2. Term. This Agreement shall become effective as of the Sate hereof and shall continue in full force and effect for a period of forty (40) years from the date hereof, or untii 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 provision shall have been made'for their.retirement, including interest until their retirement date. Section 3. Authority. A. CREJ%TION AND POWERS OF AUTHORITY. (1) Pursuant to the Joint Exercise 'of Powers Act, there is hereby created a public entity to be known as the "California Statewide Communities Development Authority' (the "Authority'), and said Authority shall be a public entity separate and 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. The Authority shall be administered by a Commission (the "Commission") which shall consis~ of seven members, each serving in his or her individual capacity as a member of the Cor~.ission. 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 ~his 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 Co~mission shall be appointed by the governing body of LCC. Initial members of the Commission shall 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'%nless the term of office of the respective member is te~ .{ te .m. na d 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 a of the Commission for each member of the Commission which it appoints. Such alternate member may act as a member c~ , _ Commission in place of and during the absence or ~sabili~y such regularly appointed member. All references <n this Agreement to any member of the Commission shall be '~ a__m_~ to refer to 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 cf 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 determihe 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 amon~ 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 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 o~her fiscal agent, the Treasurer is designated as ~he 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 ~s 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 =~_~ permitted by law, any such officer may ==~isfy 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 Ac% or any other applicable law, to delegate any of its functions to one or more of the members of the Commission or officers er 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 and on behalf of the Co~v~nission or the Authority. D. MEETINGS OF THE COMMISSION. (1) Regular Meetinas. The Commission shall provide for its regular meetings; provided, however, it shall hold at least one regular meeting each year. The date, hour and place of the holding of the regular meetings shall be fixed by resolution of the Commission and a copy of such resolution shall be filed with each party hereto. (2) Specis! Meetinas. 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. All meetings'of the Commission, including, without limitation, regular, adjourned regular, special, ~nd 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, adjourned special meetings of the Commission and shall, as soon as possible after each meeting, cause a copy .of the minu~es to be forwarded to each member of the Commission. ( 5 ) Quo rum. A majority of the members pf the Co~missicn which includes at least one member appointed by the governing bofy of each of CSAC and LCC shall constitute a quorum for the transaction of business. No action may be taken by the Commission except upon the affirmative vote of a majority of the members of the Commission which incudes at least one member appointed by the governing body of each of CSAC and LCC, except that less than a quorum may adjourn a meeting to another time and place. E. RULES AND REGULATIONS. The Authority may adopt, from time to time, by resolution of the Commission such rules and regulations for the conduct of its meetings and affairs as may be required. Section 4. Powers. The Authority shall have any and all powers relating to economic development authorized by law to each of the parties hereto and separately to the public entity herein created, including, without limitation, the promotion of opportunities for the creation and retentioD of employment, the stimulation of economic activity, and the increase of the tax base, within the jurisdictions, of such parties.~ Such powers shall include the common powers specified in this 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 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 i~provements; 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, inc!u~ing without limitation the promotion of opportunities for'the creation or retention of employment, the stimulation of economic activity, and the increase of the tax bzse, all as herein contemplated. Without limiting the generality of the foregoing, the Authority may issue or cause to be issued bonded and other.~ndebtedness, and pledge any proD~tYo__ cr revenues as security to the extent permitted under the Jcint 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 powers and perform its duties is and shall be subject to the restrictions upon the manner in which a.California county could exercise such powers and perform such duties until a California general law city shall become a Program Participant, at which time it shall be subject to the restrictions upon the manner in which a California general law city could exercise such powers and perform such duties. The manner in which the Authority shall exercise its powers and perform its duties shall not be subject to any restrictions applicable to the manner in which any other public .agency could exercise such powers or perform such duties, whether such agency is a party to this Agreement or not. Section 5. Fiscal Year. For the purposes of this Agreement, the Term "Fiscal Year" shall mean the fiscal year as established from time to time by the Authority, being, at the date of this Agreement, the period from July 1 to and including the following June 30, except for the first Fiscal Year which shall be the period from the date of this Agreement to June 30, 1988. ,~ Section 6. Disposition of Assets. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in ~ection 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. sec t i on 7. Bonds. The Authority shall issue Bonds for the purpose of exercising i~s 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. ~'=,n_ serv_ices of bond counsel, financing consulta-ts and other consultants and advisors working on the projects and/or their financing shall be used by the Authority. The ~.= a~viscrs, fees and e~n_nses of such counsel, consultants, the expenses of CSAC, LCC, and the Conmmission £hal! be ~5i~ from the proceeds of the Bonds or any other unencumbered ~un~s of the Authori=y avai!abl= = _ ~or such purpose. Section 9. Local ADmroval. A copy of the application for financing of a project shall be filed by the Authority with the Program Participant in whose jurisdiction the project 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 8. Bonds Only, Limited and Special Obli_~ations of Authority. The Bonds, together with the 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 Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall under no circumstances be obligated to pay the ~onds or the respective project costs except from revenues and other funds pledged therefor. Neither the Program Participants, CSAC, LCC, nor the AuthDrity shall be obligated to pay the principal'of, premium, if any, or interest on the Bonds, or other costs incidental thereto, except from the revenues and'funds pledged therefor, and neither the faith and credit nor the taxing'power of the Program Participants nor the faith and credit of CSAC, LCC, er the Authority shall be pledged to the payment of the principal of, premium, if any,. or interest on the Bonds nor shall the Program Participants, CSAC, LCC, or the Authority in any manner be obligated to make any appropriation for such payment. No covenant or agreement contained in any Bond or Indenture shall be deemed to be a covenant or agreeme~% of any member of the Commission, or any officer, agent or employee c the Authority in .his individual capacity and neither the Commission of the Authority nor any officer thereof executin: . the Bonds shall be liable personally on any Bond or be ~ubject ~o any personal liability or accountability by reason issuance of any Bonds. Section 10. Accounts and Reports. All 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 ~ccounting practice and by any provision of any indenture (to the eKtent such duties are not assigned to a trustee of Bon~s). Tke 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 made of the books of accounts and financial records of the Agency by a certified public accountant or public accountant in compliance with the provisions of Section 6505 of the Joint Exercise of Powers Act. In each case the minimum requirements of the audit shall be. those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of accounts and records is made by a certified public accountant or public accountant, a report thereof shall be filed as public records with each Program ParticipaDt and also with the county auditor of each county in which a Program Participant is l~Cated. Such report shall be filed within 12 months of the end of the Fiscal Year or Years under examination. 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 120 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 eztent such activities are not covered by the reports of the trustees for the Bonds. The trustee appointed under each Indenture'ghall 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 c~rry out this Agreement. Section 11. Funds. Subject to the applicable provisions of a~ch Indenture, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburs~ Authority funds pursuant to the accounting procedures developed under Section 10 hereof, and shall make the disbursements required by this Agreement or otherwise necessary to carry out any of the provisions or purposes of this Agreement. Section 12. Notices. Notices and other communications hereunder to the Program Participants shall be sufficient if delivered to the clerk of the 9overning body of each Program Participant. Section 13. Withdrawal and Addition of Parties. A Program Participant may withdraw from this Agreement upon written notice to the Commission; provided, however, that no such withdrawal shall result in the dissolution of the Authority so long as any Bonds remain outstanding under an Indenture. Any such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Commission which shall acknowledge .receipt of such notice of withdrawal in writing and shall file such notice as an amendment to this Agreement effective upon such filing. 10 Qualifying public agencies may be added as parties to this Agreement and become Propram Participants upon' (i) 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; an~ (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 such filing. Sec t i on 1 g,. I ndemn i f i ca t i on. To the full extent permitted by law, the Commission may authorize indemnification by the Authority cf 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 an~ in a manner such person r~asonably believed to.be in the best interasts of the Authority and, in the case of a criminal proceeding, had 'no reasonable cause to believe the conduct of such person wzs unlawful and, in the c~se of an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would Use under similar circumstances. Sect ion 15. Contributions and Advances. Contributions or advances of public funds and of the use of personnel, 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 defrsy 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. All of the priviIeges and immunities from liabilities, exemptions from laws, ordinances and rules., all pension, relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of Program Participants when performing their 11 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 extraterritoria!ly under the provisions of this Agreement. Se c t i on 17. Amendment s. Except as provided in Section 13 above, this Agreement shall not be amended, modified, or altered except a written instrument duly executed by each of the Program Participants. Section 18. =ffectiveness. This Agreement shall become effective and be in fu~ force and effect and a legal, valid and binding obligation c=. each of the Program Participants at 9:00 a.m., California time, on the date that the Commission shall have received f-om each of the Initial Participants an executed counterpart of this Agreement, together with a certified copy of a resoluti;n of the governing body of each such Initial Participan; approving this Agreement and the execution and delivery he-~,~ Section 19. Partial Invalidity., If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall to' any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. Section 20. Successors. This Ag=eement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Except to the extent expressly provided herein', no party may assign any right or obligation hereunder without the consent of the other parties. Section 21. Miscellaneous. This Agreement may be executed in several counterparts, each of which shall be an origihal 'and all of which shall constitute but one and the same 'instrument. 12 The section headings herein are for convenience °nlY 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 ~f California, under the Constitution and laws of such state and is to be so construed. This Agreement is the complete and e=c!usive 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 h~reto have cause~ this Agreement to be emecuted and attested bT their proper officers thereunto duly authori:ed, and their official seals to be hereto affi=ed, as of the day and year first ahoy% written. Program Participant: [S~_AL] Al'rEST: Name: Title: Name: Title: 13