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HomeMy WebLinkAbout88-025t~(TY OF BUTTE, STATE OF CALIFORNIA Resolution of the Boar-d of Supervisors Nesolisticx~ Na. 88 ,0?5 ZN THE MATTER OF A RES~„~-IpN p~pyl~ PARTICIPATION IN A JOINT EXERCISE ~ ~ AGREEl~hIT BET~E#H CERTAIN COIA~fTIES IN CALIFOR-~ NIA i~ITN THE CALIFORNIA COUNTIES LEASE FINANCING AUTHORITY AND AU'ilipRIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT TFERETO: The following resolution was duly passed by the Board of Su- pervisors of the Cot.tnty of Butte at a regular meeting held on the 23rd day of February, 19$8 by the following vote: Bye Ayes: Supervisors Dolan, Fulton, McLaughlin, Uercruse and Chairman Mclnturf Nays: None Absent : None Signed and approved by me after its ~sassage. Cha3.rEnatt., Board of Attest: BY: C,Lerk of the Board c `7 `~ WHEREAS, in previous action, the County has approved a Par- ticiDation Agreement expressing the interest of the County to Par- ticipate ire a Tease financing program in con3unction with the County Supervisors' Association of California (the "Corporation"); and WHEREAS, to enable the issuance of the Participation contermPlated by the lease "Program")-and to effectuate such Program, enter into a JOINT EXERCISE OF POWERS A61 COL~iTIES IN CAt.IFORNIA Ethe "JPA Agreement'' nia Counties Lease Financing Authority (the Certificates of financing program (the the County desires to EENENT BETL~EN CERTAIN creating the Califor-- "JPA"); and WHEREAS, a farm of the JPA Agreement has been presented to the Board of Supervisors and the same is attached hereto_ NOW, THEREFORE, it is hereby RESOLVED, ORDERED AND DETERMINED, as follows. SECTION 1. The Chairman, Vice Ghairrgan, County Ad- ministrative Officer, or County Trearsurer - Tax Collector are hereby authorized and directed to execute the JPA Agreement, ors revuired, in substar~tiallY the form presented at this meeting, with such chaffs, insertions and omissions as may be approved by such pfficial, and the Clerk of the Board or DeDUtY Clerk is hereby authorized and directed to attest to such official's signature_ SECTION 2_ This Resolution shall take effect from and after its date of adoption. The forgoing resolution was duly passed and adopted by the Board of Supervisors of the County of Butte at a regular meet- ing tt~reof, held on the 2~rd day of February, 1988, and this in~- strumer~t is a car~reat copy of the original on file in this office. Date: Februar 23. 7988 Certified By: MARTIN J. NICHOLS Clerk of the Board of Supervisors s~f Bu to C my By: Deputy ~~ JOINT EXERCISE OF POWERS AGREEMENT BETWEEN CERTAIN COUNTIES IN CALIFORNIA CREATING THE CALIFORNIA CDUNTiE5 LEASE FINANCING AUTHORITY THIS AGREEMENT, dated as of August _, 198 by and between the parties listed on Appendix A hereto, each of which is a body corporate and politic of the State o£ California (the "Program Participants"): WITNESSETH - WHEREAS, each of the Program Participants is empowered by law to enter into a lease program for those'projects set forth in Chapter 5,.Article 2, Section 6546 0£ the Government Code of the State of California (the "Act"} including, but not limited to, any public buildings, general administrative facilities, regional or local public parks, Local streets, roads and bridges, police or fixe stations, public works facilities, public libraries, parking garages, criminal justice facilities including court buildings, jails, juvenile halls and juvenile detention facilities, and equipment ,necessary,.to support any of the above (the "Program Capital Assets"); and WHEREAS, the Program Participants are of the opinion that there should be leased within their respective jurisdictions the Program Capital Assets; and WHEREAS, the leasing of said Program Capital Assets pursuant to a Iease financing program will. result in significant public benefits as set Forth in Section 6586 of the Act and will therefore serve and be of benefit to the' inhabitants of the jurisdictions of the Progam Participants; NOW, THEREFORE, the Program Participants, far and in _ consideration of the mutual promises and agreements hezein contained do agree as follows: Section 1. Purpose. This Agreement is made pursuant to the provisions of Chapter 5, Article 1, Title 1 et_seq., 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 exercise such powers by issuing certificates of participation (the "Certificates") to be used by CSAC Finance Corporation, a non-profit corporation formed under the Saws of the State of California (the "Corporation"), to carry out a program consisting of the acquisition of Program Capital Assets for which each Program Participant will provide -2- for the payment of xentals equal to the cast of financing or refinancing the respective Frogram Capital. Asset and certain other costs and administrative expenses. Such purpose will be accomplished and said common powers exercised in the manner hereinafter set forth. Section 2. Term. This Agreement shall become effective as of the date ~ hereof and shall continue in full force and effect for a period of (9:0) forty years. Section 3. Authority. A. CREATION OF AUTHORITY. Pursuant to the ,Act, there is hereby created a~public entity to be known as °Califarnia Counties Lease Financing Authority" (the "Authority"}, and said Authority shall be a public entity separate and apart from the Counties. Its debts, liabilities and obligations do not constitute debts, liabilities or obligations of any party to this agreement. B. ADMINISTRATOR OF AGREEMENT, Pursuant to Section 650G of the Act, the Authority shall be administered by the County Supervisors Association of -3 -~ California. The Administrator shall not be removed from such position without cause, which shall be failure to perform its obligations under this Agreement, the Program Lease, or any Project Lease. The governing board of the Authority shall be the following officers of CSAC: the Executive Director, the Deputy Executive Director, the President, the Immediate Past President, the Secretary and the Treasurer. C. MEETINGS OF GOVERNING BOARD. (Z} ReQUlar Meetings. The governing board of the Authority 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 firmed by resolution of the governing board and a~copy of such resolution shall be filed with each party hereto, (2) Ra1Qh M? Brown Act. All meetings of the governing board of the Authority, including, without limitation, regular, adjourned regular and special meetings shall be coiled, noticed, held and conducted in accordance with the provisions of the Ralph M. Hrown Act (commencing with Section 54950 of the Government Cade). -4- (3 } Minutes,. The Secretary of the Authority shall cause to be kept minutes of the regular, adjourned regular and special meetings of the governing board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the governing board and each County. (4} u rum. A majority a£ the governing board of the Authority shall constitute a quorum for the transaction of business. D. OFFICERS. The SecretarylTreasurer of the Authority shall be the Deputy Executive Director of CSAC who shall have the authority to enter into any and all leases, indentures and other documents relating to the Ieas~,ng program described herein on behalf of the Authority. • E . R[TLES . The, Authority may adopt, from time to time, such rules and regulations for the conduct of its meetings and affairs as may be required. -5- Section 4. Partial_Invalidi~v. 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 far 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 5. Suc~.Q~s~Qrs. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Section 6. .' . Pow_grs. The Authority shall have the powers common to the Program Participants set forth in Section ~, of this Agreement, to wit, the Authority, assisted by the Corporation, shall issue certificates of participation in such amounts as from time to time shall be approved by•the governing board, the proceeds of which the Corporation shall use for the acquisitioh or construction of the Program Capital Assets pursuant to a Prograan Lease Agreement between the Corporation and the -6- Authority and Pro3ect Lease Agreements between the Authority and each of the Program Participants, Section 7. Fiscal Year. For the purposes of thzs 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. Section 8. Disposition Of A55etS. At the end of the term hereof or upon the earlier termination of this Agreement as set forth in Section 2 hereof, all property of the Authority both real and personal shall automatically vest in the Counties and shall thereafter remain the solE property of •the Counties. Section 9. ~erti~~catesof_Participa~ion. The Authority shall issue certificates of participation for the purpose of exercising its powers and raising funds necessary to carry out its obligations under this Agreement. Said certificates may, at the dis~cretiori of Authority, be issued in series. The services of band counsel, financing consultants and other consultants and advisors working an the project _~_ and/or its financing sha11 be used by the Authority. The fees and expenses of such counsel, consultants, advisors, the Administrator and the governing board shall be paid from the proceeds of the Certificates. Section 10. Program Lease Agreement:_..,Pxoject Lease Agreements. The Authority established hereunder sha11 enter into a Program Lease Agreement with the Corporation (the "Program Lease Agreement"} pursuant to which the Corporation agrees to lease the Program Capital Assets to each respective Program Participant by entering into leases (the "Project Leases"} which the Corporation will assign to the Trustee as security for the Certificates and which, in the aggregate, shall provide for the payment by the Authority or the Program Participants of rentals in amounts sufficient, together with a.ncome from the, investment of the funds and accounts established under the Indenture, to enable the trustee pursuant to the Indenture relating to the Certificates (the "Trustee") to pay the principal of and interest on the Certificates and other casts incurred in connection with the Program Capital Assets. As each Project Lease is entered inta, the Authority will assign the Program Lease in part to the respective Program Participant so that a pro rata portion of the praceeds from the sale of the Certificates may be allocated to such Project Lease to accomplish the purpose thereof and a pro rata portion of the -$- principal balance of the Program Lease will abate and the Authority will be relieved of the obligations relating to such abated portion. Section ll. Limited and Special Obligations of, Authority and Program Participants,,. Until Project Leases are executed, the Authority duties and obligations under the Program Lease, including any duty to make rental payments or to respond in damages far breach of any term of any article or part hereof, are ~ecial and limited obli ations payable so_Iely from proceeds of the safe of the Certificates and investment earnings thereon. As the Project Leases are entered into, the Authority shall assign portions of the Program Lease principal balance to the Program Participants and thereafter the Authority relieved of all obligations relating thereto and thereafter, the Authority's duties and obligations under the Program Lease, including any duty to make rental payments ar to respond to damages for breach o£ any term of any article or part hereof, shall be special and limited obligations payable solely from the rental payments under the Project Leases payable to the Authority but assigned by the Authority to the Trustee and the Program Participants,shall only be liable for rental payments and to fulfill other obligations with respect to their respective Project Leases and any default under any other Project Lease shall not cause a default under such Program Project Lease. -9- Ssctian l2. Accounts and Re orts. To the extent not covered by the duties assigned to the Trustee, the Secretary/Treasurer of Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of the Resolution for the issuance of bonds of the Authority. The books and records of the Authority in the hands of the Trustee or the Secretary/Treasurer shall be open to inspection at all reasonable times by representatives of the Program Participants. The SecretarytTreasurer 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 the Counties to the extent such ~~ activities are not covered by the report of the Trustee. The . Trustee appointed under the Resolution for the issuance of the Certificates of the Authority shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said Resolution. Said Trustee may be given such duties in said Resolution as may be desirable to carry out this Agreement. Section l3. Finds. Subject to the applicable provisions of the Resolution for the issuance of Certificates of the Authority, which may provide for a trustee to receive, have custody of and disburse -10- Authority funds, fihe Secretary/Treasurer of the Authority shall receive, have the custody of and disburse Authority funds (i} pursuant to the accounting procedures developed under Section l2 hereof, and (ii} as nearly as posszble in accordance with normal County procedures, shall make the disbursements required by this Agreement ar to carry out any of the provisions or purposes of this 'Agreement. Section l4. Notices. Notices hereunder shall be sufficient if delivered to the Clerk of the Board of Supervisors of each County. Section ~.5. Wi'thdr_awal end Additi,r~n o£ Parties At any time during which a Program Participant has no obligations under any Project Lease to which~it is a party, such Program Participant may withdraw from phis Agreement upon Notice to the Administrator provided such"'Program Participant shall have no obligations outstanding under any Project Lease ar any other agreement ar instrument executed in connection therewith. Thereafter, the~Administrator shall acknowledge such Notice of Withdrawal in writing and any such withdrawal shall be effective only upon receipt by the Administrator who shall file such notice as an Amendment to this Agreement. LTpan amendment of this Agreement, which amendment shall be made upon the approval of the Administrator, qualifying political -ZZ- subdivisions within the jurisdiction of the Authority may be added as parties to this Agreement. Section l6. Governin Hoard to be Hel Harmless Far the period during which a Program Participant is a i member of the Authority, the Program Participants sha13 hold the governing board and its members harmless against, and pay, any liability for the payment of out-of-pocket expenses arising in connection with the transactions contemplated hereby, including the reasonable fees and expenses of their counsel pro-rata based on percentages set forth in the Program Administration Agreement whack percentages shall be based upon the amount of proceeds of the financing reserved for other Program Participants. Notwithstanding the foregoing, the costs herein provided for shall be a special limited obligation of the Program-Participants and paid solely from proceeds~of the issuance Of CErtificates as contemplated hereunder. Section Z7. Mi ellan o Except as provided in Section 15 above, this Agreement shall be amended only upon the written agreement of 100% of the Program Participants. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -12- 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. Whenever in this Agreement any consent or approval is required, the same shall not be~unreasonably withheld. This Agreement is made in the State of California, under the Constitution and laws of such State and is to be sa construed. To preserve a reasonable degree of flexibility, many parts of this Agreement are stated in general terms. It is understood that there will be operating memoranda executed and amended from time to time which will further define the rights and obligations o£ the parties. iN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. -13- County; ATTEST: By: Name: Tittle: ATTEST; By: Name: Title: By: Name: Title: County: ~? . By: - Name: Title: County: By: Name: Title: ATTEST: By: Name: Title: County: By. Name: Tit3e~: -14--