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Exhibit"A" \ 00-90
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CSCDA COMMUNITY IMPROVEMENT AUTHORITY
THIS AGREEMENT, dated as of October 15, 2020, among the parties executing this
Agreement (all such parties, except those which have withdrawn as provided herein, are referred
to as the "Members" and those parties initially executing this Agreement are referred to as the
"Charter Members"):
WITNESSETH
WHEREAS,pursuant to Title 1, Division 7, Chapter 5 of the California Government Code
(in effect as of the date hereof and as the same may from time to time be amended or supplemented,
the "Joint Exercise of Powers Act"), two or more public agencies may by agreement jointly
exercise any power common to the contracting parties; and
WHEREAS, each of the Members is a "public agency" as that term is defined in
Section 6500 of the Joint Exercise of Powers Act; and
WHEREAS,each of the Members is empowered by law to promote economic,cultural and
community development, including, without limitation, the promotion of opportunities for the
creation or retention of employment, the stimulation of economic activity, the increase of the tax
base, and the promotion of opportunities for education, cultural improvement and public health,
safety and general welfare; and
WHEREAS, each of the Members may accomplish the purposes and objectives described
in the preceding preamble by various means; and
WHEREAS, each Member is also empowered by law to acquire, construct, improve,
operate and dispose of real property for a public purpose; and
WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint
exercise of powers entity with the authority to exercise any powers common to the Members, as
specified in this Agreement,and to exercise the additional powers granted to it in the Joint Exercise
of Powers Act and any other applicable provisions of the laws of the State of California; and
WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is
empowered to issue or execute bonds, notes, commercial paper or any other evidences of
indebtedness, leases, installment sale or other financing agreements, obligations or certificates of
participation therein (each and all herein referred to as `Bonds"), and to otherwise undertake
financing programs under the Joint Exercise of Powers Act or other applicable provisions of the
laws of the State of California to accomplish its public purposes; and
WHEREAS, the Members have determined to specifically authorize a public entity
authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint
Exercise of Powers Act or other applicable provisions of the laws of the State of California; and
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WHEREAS, it is the desire of the Members to use a public entity established pursuant to
the Joint Exercise of Powers Act to undertake the financing and/or refinancing of projects of any
nature, including, but not limited to, workforce housing projects and other capital or working
capital projects, purchase or acquisition of property, improvements, leases, contracts, receivables,
commodities, bonds, other revenue streams or assets of any kind, liability or other insurance, or
retirement programs, or facilitating Members use of existing or new financial instruments and
mechanisms; and
WHEREAS,by this Agreement,each Member desires to create and establish the"CSCDA
Community Improvement Authority" for the purposes set forth herein and to exercise the powers
provided herein;
NOW, THEREFORE, the Members, for and in consideration of the mutual promises and
agreements herein contained, do agree as follows:
Section 1. Purpose.
This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act.
The purpose of this Agreement is to establish a public entity for the joint exercise of powers
common to the Members and for the exercise of additional powers given to a joint powers entity
under the Joint Powers Act or any other applicable law, including,but not limited to, the issuance
of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act or any other
law. Such purpose will be accomplished and said power exercised in the manner hereinafter set
forth.
Section 2. Term.
This Agreement shall become effective in accordance with Section 17 as of the date hereof
and shall continue in full force and effect until such time as it is terminated in writing by all the
Members; provided, however, that this Agreement shall not terminate or be terminated until all
Bonds issued or caused to be issued by the Authority (defined below) shall no longer be
outstanding under the terms of the indenture, trust agreement, resolution or other instrument
pursuant to which such Bonds are issued.
Section 3. Authority.
A. CREATION AND POWERS OF AUTHORITY.
Pursuant to the Joint Exercise of Powers Act,there is hereby created a public entity
to be known as the "CSCDA Community Improvement Authority" (the"Authority"), and
said Authority shall be a public entity separate and apart from the Members. Its Bonds and
other debts, liabilities and obligations do not constitute debts, liabilities or obligations of
any Members,and Bonds issued by the Authority shall be non-recourse to Authority except
only as and to the extent moneys or other assets are pledged by the Authority to the Bonds
by the indenture, trust agreement, resolution or other instrument pursuant to which such
Bonds are issued.
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B. BOARD.
The Authority shall be administered by the Board of Directors (the"Board,"or the
"Directors" and each a "Director") consisting of the Commissioners of California
Statewide Communities Development Authority (the "CSCDA"). The term of office as a
member of the Board shall terminate when such member shall cease to be a Commissioner
of the CSCDA and the successor to such Commissioner shall become a member of the
Board.
The Board may appoint an alternative Director for each Director who may act as a
Director in place of and during the absence or disability of such regular Director (in which
case all references in this Agreement to any Director shall be deemed to refer to and include
the applicable alternate Director, if any, when so acting in place of a regularly appointed
Director).
Notwithstanding the preceding paragraph, the Board may by resolution or bylaws
provide for changes in the qualifications, composition and number of Directors, the
appointment of Directors successors, their respective terms of office and any other
provisions relating to the qualification and office of the Directors.
The Board shall be the administering agency of this Agreement and, as such, shall
he vested with the powers set forth herein, and shall administer this Agreement in
accordance with the purposes and functions provided herein.
Directors 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 Director, if the Board shall determine that such expenses shall be reimbursed and there
are unencumbered funds available for such purpose.
C. OFFICERS; DUTIES; OFFICIAL BONDS.
The officers of the Authority shall be the Chair, Vice-Chair, Secretary and
Treasurer (defined below). The Board, in its capacity as administering agent of this
Agreement, shall elect a Chair, a Vice-Chair, and a Secretary of the Authority from among
Directors to serve until such officer is re-elected or a successor to such office is elected by
the Board. The Board 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 until such officer is re-elected or a
successor to such office is elected by the Board.
Subject to the applicable provisions of any resolution,indenture, trust agreement or
other instrument or proceeding authorizing or securing Bonds (each such resolution,
indenture, trust agreement, instrument and proceeding being herein referred to as an
"Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be
specified by resolution of the Board, the Treasurer is designated as the depositary of the
Authority to have custody of all money of the Authority, from whatever source derived and
shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5 and
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6509.5 of the Joint Exercise of Powers Act.
The Treasurer of the Authority is designated as 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 Board but in no event less than $1,000.
The Board 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 Board shall have the power,by resolution, to the extent permitted by the Joint
Exercise of Power Act or any other applicable law, to delegate any of its functions to one
or more of the Directors or officers, employees or agents of the Authority and to cause any
of said Directors, officers, employees or agents to take any actions and execute any
documents or instruments for and in the name and on behalf of the Board or the Authority.
D. MEETINGS OF THE BOARD.
(1) Ralph M. Brown Act.
All meetings of the Board, including, without limitation, regular,
adjourned regular, special, and 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), or any successor legislation hereinafter enacted
(the"Brown Act").
(2) Regular Meetings.
The Board 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
Board. To the extent permitted by the Brown Act, such meetings may be
held by telephone conference.
(3) Special Meetings.
Special meetings of the Board may be called in accordance with the
provisions of Section 54956 of the Government Code of the State of
California. To the extent permitted by the Brown Act, such meetings may
be held by telephone conference.
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(4) Minutes.
The Secretary of the Authority shall cause to be kept minutes of the
regular, adjourned regular, special, and adjourned special meetings of the
Board and shall, as soon as possible after each meeting, cause a copy of the
minutes to be forwarded to each Director.
(5) Quorum.
A majority of the Board shall constitute a quorum for the transaction
of business. No action may be taken by the Board except upon the
affirmative vote of a majority of the Directors present at the meeting,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 Board such
bylaws, policies or rules and regulations for the conduct of its meetings and affairs as may
be required.
Section 4. Powers.
The Authority shall have the power, in its own name, to exercise the common powers of
the Members and to exercise all additional powers given to a joint powers entity under any of the
laws of the State of California, including, but not limited to,the Joint Exercise of Powers Act, for
any purpose authorized under this Agreement. 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. The Authority is hereby authorized to do all acts necessary for the
exercise of such power, including,but not limited to, any of all of the following: to make and enter
into contracts;to employ agents and employees;to acquire, construct,improve, own,maintain and
operate, or provide for maintenance and operation, and sell, lease, pledge, assign, mortgage or
otherwise dispose, of any property, improvements, commodities, leases, contracts, receivables,
bonds or other revenue streams or assets of any kind; to exercise the power of condemnation; to
incur debts, liabilities or obligations; to receive gifts, contributions and donations of property,
funds, services, and other forms of assistance from person, firms, corporations and any
governmental entity; to sue and be sued in its own name; to establish and collect fees; to form
public benefit nonprofit corporations or other affiliate entities to accomplish any of its purposes;
to make grants,loans or provide other financial assistance to governmental,nonprofit and for profit
organizations to accomplish any of its purposes; and generally to do any and all things necessary
or convenient to accomplish its purposes. The boundaries of the Authority shall encompass the
boundaries of all the Members and the powers of the Authority may be exercised anywhere within
those boundaries or to the extent permitted by the laws of the State of California, including, but
not limited to the Joint Exercise of Powers Act,outside of those boundaries, which may be outside
of the State of California, provided that the power of condemnation may only be exercised within
the jurisdictional boundaries of the Charter Members.
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Notwithstanding anything to the contrary in the Agreement or otherwise, the Authority
shall not have the power to and shall not enter into any retirement contract with any public
retirement system (as defined in Section 6508.2 of the California Government Code) for any
reason. The provision in this paragraph is intended to benefit Members and to be a confirming
irrevocable obligation of the Authority which may be enforced by Members individually or
collectively.
Without limiting the generality of the foregoing, the Authority may issue or cause to be
issued Bonds, and pledge any property, contracts or revenues as security to the extent permitted
under the Joint Exercise of Powers 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. 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 resolution of the Board,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, 2021.
Section 6. Disposition of Assets.
At the end of the term hereof or upon the earlier termination of this Agreement as set forth
in Section 2, after payment of all expenses and liabilities of the Authority, all property of the
Authority both real and personal shall automatically vest in the Members in the manner and amount
determined by the Board in its sole discretion and shall thereafter remain the sole property of the
Members; provided, however, that any surplus money on hand shall be returned in proportion to
the contributions made by the Members.
Section 7. Bonds.
From time to time the Authority shall issue Bonds, in one or more series, for the purpose
of exercising its powers and raising the funds necessary to carry out its purposes under this
Agreement.
The services of bond counsel, financing consultants and other consultants and advisors
working on the projects and/or their financing or refinancing or on post-issuance compliance or
administration may be used by the Authority. The expenses of the Board shall be paid from the
proceeds of the Bonds, payments made by Bond obligors or other third parties, project revenues,
or any other unencumbered funds of the Authority available for such purpose.
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Section 8. Bonds Only Limited and Special Obligations of Authority.
The Bonds,together with the interest and premium, if any, thereon, shall not be deemed to
constitute a debt of any Member or pledge of the faith and credit of the Members 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 Bonds except from revenues and other funds pledged
therefor. Neither the Members nor the Authority shall be obligated to pay the principal of,
premium, if any, or interest on the Bonds, or other costs incidental thereto or related to any project
or program financed or refinanced with Bonds, except the Authority from the revenues and funds
pledged and available therefor, and neither the faith and credit nor the taxing power of the
Members nor the faith and credit of the Authority shall be pledged to the payment of the principal
of, premium, if any, or interest on the Bonds, or any costs related thereto or to any project or
program financed or refinanced thereby,nor shall the Members or the Authority in any manner be
obligated to make any appropriation for such payment.
No covenant or agreement contained in any Bond or related document shall be deemed to
be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in
his or her individual capacity, and neither the Board of the Authority nor any Director or officer
thereof executing the Bonds shall be liable personally on any Bond or be subject to any personal
liability or accountability by reason of the issuance of any Bonds or by reason of any project or
program financed or refinanced with Bonds.
Section 9. 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 accounting practice and by any
provision of any Indenture (to the extent such duties are not assigned to a trustee of Bonds). The
books and records of the Authority shall be open to inspection at all reasonable times by each
Member.
The Treasurer of the Authority shall cause an independent audit to be made of the books
of accounts and financial records of the Authority 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 a public record with each Member and also with the county auditor of each county
in which a Member is located;provided,however,that to the extent permitted by law,the Authority
may, instead of filing such report with each Member and such county auditor, elect to post such
report as a public record electronically on a website designated by the Authority. Such report if
made shall be filed within 12 months of the end of the Fiscal Year or Years under examination.
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The Treasurer is hereby directed to report in writing on the first day of July, October,
January, and April of each year to the Board and the Charter Members which report shall describe
the amount of money held by the Treasurer for the Authority, the amount of receipts since the last
such report, and the amount paid out since the last such report (which may exclude amounts held
by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or other
fiduciary provided regular reports covering such amounts.)
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 Board may, by resolution adopted by unanimous vote, replace the
annual special audit with an audit covering a two-year period.
Section 10. Funds.
Subject to the applicable provisions of any Indenture, which may provide for a trustee or
other fiduciary to receive, have custody of and disburse Authority funds, the Treasurer of the
Authority shall receive, have the custody of and disburse Authority funds pursuant to the
accounting procedures developed under Sections 3.0 and 9, and shall make the disbursements
required by this Agreement or otherwise necessary to carry out any of the provisions of purposes
of this Agreement.
Section 11. Notices.
Notices and other communications hereunder to the Members shall be sufficient if
delivered to the clerk of the governing body of each Member;provided that, to the extent permitted
by law, the Authority may provide notices and other communications and postings electronically
(including, without limitation, through email or by posting to a website).
Section 12. Additional Members/Withdrawal of Members.
Qualifying public agencies may be added as parties to this Agreement and become Charter
Members upon: (1)the filing by such public agency with the Authority of an executed counterpart
of this Agreement, together with a copy of the resolution of the governing body of such public
agency approving this Agreement and the execution and delivery hereof; and (2) adoption of a
resolution of the Board approving the addition of such public agency as a Charter Member. Upon
satisfaction of such conditions, the Board shall file such executed counterpart of this Agreement
as an amendment hereto, effective upon such filing.
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Qualifying public agencies may also be added as Non-Charter Members ("Additional
Members") of the Authority upon: (1) the filing by such public agency with the Authority of a
resolution of the governing body of such public agency requesting to be added as an Additional
Member of the Authority, and (2) adoption of a resolution of the Board approving the addition of
such public agency as an Additional Member. An Additional Member may limit in the
aforementioned resolution the scope of its Additional Membership to what is necessary or
appropriate to facilitate the financing or refinancing of one or more specified projects or programs.
A Member may withdraw from this Agreement upon written notice to the Board; provided,
however, that at least one Member shall be a Charter Member and no such withdrawal shall result
in the dissolution of the Authority so long as any Bonds remain outstanding. Any such withdrawal
shall be effective only upon receipt of the notice of withdrawal by the Board, 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.
Section 13. Indemnification.
To the full extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Director 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 Director or an officer, employee or other agent of the
Authority, against expenses, including attorneys fees, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceeding,if such person acted
in good faith in a manner such person reasonably believed to be in the best interests of the
Authority and, in the case of a criminal proceeding,had no reasonable cause to believe the conduct
of such person was unlawful and, in the case 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. The Board may purchase a policy or policies of insurance
in furtherance of any indemnification obligation created or otherwise in protection of Directors,
officers, employees or other agents.
Section 14. 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 Members for any of the purposes of this Agreement.
Payment of public funds may be made to defray the cost of any such contribution or advance. 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 Member making such advance at the time of such advance.
It is mutually understood and agreed to that no Member has any obligation to make advances or
contributions to the Authority to provide for the costs and expenses of administration of the
Authority,even though any Member may do so. The Members understand and agree that a portion
of the funds of the Authority that otherwise may be allocated or distributed to the Members may
instead be used to make grants, loans or provide other financial assistance to governmental units
and to nonprofit organizations to accomplish any of the governmental unit's or nonprofit
organization's purposes.
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Section 15. Immunities.
All of the privileges and immunities from liabilities,exemptions from laws,ordinances and
rules, and other benefits which apply to the activity of officers, agents or employees of Members
when performing their respective functions within the territorial limits of their respective public
agencies, shall apply to the same degree and extent to the Directors,officers, employees, agents or
other representatives of the Authority while engaged in the performance of any of their functions
or duties under the provisions of this Agreement.
Section 16. Amendments.
Except as provided in Sections 3B and 12 above, this Agreement shall not be amended,
modified, or altered, unless the written consent of each of the Charter Members is obtained;
provided that no amendment shall materially adversely affect the interests of any Additional
Member unless the negative consent of that Additional Member is also obtained. To obtain the
negative consent of each such Additional Member, the following negative consent procedure shall
be followed: (a) the Authority shall provide each such Additional Member with a notice at least
sixty (60) days prior to the date such proposed amendment is to become effective explaining the
nature of such proposed amendment and this negative consent procedure; (b)the Authority shall
provide each such Additional Member who did not respond a reminder notice with a notice at least
thirty (30) days prior to the date such proposed amendment is to become effective; and (c) if no
such Additional Member objects to the proposed amendment in writing within sixty(60) days after
the initial notice, the proposed amendment shall become effective with respect to all Members.
Section 17. Effectiveness.
This Agreement shall become effective and be in full force and effect and a legal, valid and
binding obligation of each of the Members on the date that the Board shall have received from two
of the Charter Members an executed counterpart of this Agreement, together with a certified copy
of a resolution of the governing body of each such Charter Member approving this Agreement and
the execution and delivery hereof
Section 18. 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 19. Successors.
This Agreement shall he binding upon and shall inure to the benefit of the successors of
the parties hereto. Except to the extent expressly provided herein, no Member may assign any
right or obligation hereunder without the consent of the other Members.
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Section 20. Miscellaneous.
This Agreement may be executed in several counterparts,each of which shall be an original
and all of which shall constitute but one and the same instrument.
The section headings herein are for convenience only 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 shall be governed under the laws of the State of California.
This Agreement, including its recitals which are incorporated herein, is the complete and
exclusive statement of the agreement among the Members, which supersedes and merges all prior
proposals, understandings, and other agreements, whether oral, written, or implied in conduct,
between and among the Members relating to the subject matter of this Agreement.
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4130-8559-5173.3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their duly authorized representatives as of the day and year first above written.
Charter Member:
Yolo County
By (.54;'"--(7
Name:Ga.;/ andy
Title:Chair, Board of Supervisors
ATTEST: ,,,,,,,,ry, Approved as to Form:
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Na :44 . g
M' Me an Stentfeld
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Title 10A : Assistant County Counsel
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Charter Member:
ATTEST: City of Woodland
By `��J� ' / By/Z-6401-1---
Name: NpoikAna B. Gonzale. Name: Rich Lansburgh
Title: City Clerk Title: Mayor
• 12
4130-8559-5173.3
[SIGNATURE PAGE FOR CSCDA CIA JPA AGREEMENT]
IN WITNESS WHEREOF, the CITY OF ARCADIA has caused this Agreement
to be executed and attested by its duly authorized representatives as of the 18th day
of May, 2021.
Additional Member:
CITY OF ARCADIA
By
Name: o Tay
Title: Mayor
ATTEST: -
1( 6-t-2,/
Assistant City Clerk
OHSUSA:757692504.2