HomeMy WebLinkAboutReso 15-2012 RESOLUTION NO. 15 -2012
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING ASSOCIATE MEMBERSHIP
BY THE CITY OF SOUTH SAN FRANCISCO 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 South San Francisco, California (the "City "), a municipal
corporation, duly organized and existing under the Constitution and the laws of the State of
California; and
WHEREAS, the City, upon authorization of the City Council, may pursuant to Chapter 5
of Division 7 of Title 1 of the Government Code of the State of California, commencing with
Section 6500 (the "JPA Law ") 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; 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, BE IT RESOLVED, that the City Council of the City of South San
Francisco hereby finds, determines and declares 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 to this meeting and 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.
Section 4. This resolution shall take effect immediately upon its passage.
* * * * *
I hereby certify that the foregoing Resolution was regularly introduced and adopted by
the City Council of the City of South San Francisco at a regular meeting held on the 22" day of
February, 2012 by the following vote:
AYES: Councilmembers Mark Addiego, Karyl Matsumoto, and Kevin Mullin,
Vice Mayor Pedro Gonzalez and Mayor Richard A. Garbarino
NOES: None
ABSTAIN: None
ABSENT: None
'(..._
AT EST: /._/_
'pity Clerk
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY
and the
CITY OF SOUTH SAN FRANCISCO, CALIFORNIA
THIS ASSOCIATE MEMBERSHIP AGREEMENT (this "Associate Membership Agreement "),
dated as of by and between CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY (the "Authority ") and the CITY OF SOUTH SAN
FRANCISCO, 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; and
WHEREAS, City Council of the City has adopted a resolution approving the Associate
Membership Agreement and the execution and delivery thereof; and
WHEREAS, the Board of Directors of the Authority has determined that the City should
become an Associate Member of the Authority; and
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises herein contained, the Authority and the City do hereby agree as follows:
Section 1. Associate Member Status. The City is hereby made an Associate Member of the
Authority for all purposes of the Agreement and the Bylaws of the Authority, the provisions of
which are hereby incorporated herein by reference. From and after the date of execution and
delivery of this Associate Membership Agreement by the City and the Authority, the City shall
be and remain an Associate Member of the Authority.
Section 2. Restrictions and Rights of Associate Members. The City shall not have the right, as
an Associate Member of the Authority, to vote on any action taken by the Board of Directors or
by the Voting Members of the Authority. In addition, no officer, employee or representative 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. Effect of Prior Authority Actions. The City hereby agrees to be subject to and bound
by all actions previously taken by the Members and the Board of Directors of the Authority to
the same extent as the Members of the Authority are subject to and bound by such actions.
Section 4. No Obligations of Associate Members. The debts, liabilities and obligations of the
Authority shall not be the debts, liabilities and obligations of the City.
Section S. 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.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership
Agreement to be executed and attested by their proper officers thereunto duly authorized, on the
day and year first set forth above.
CALIFORNIA ENTERPRISE
DEVELOPMENT AUTHORITY
By:
Wayne Schell, President and CEO
Board of Directors
Attest:
Gurbax Sahota, Chief Operating Officer
CITY OF SOUTH SAN FRANCISCO,
CALIFORNIA
By:
Barry M. Nagel, City Manager
Attest:
City Clerk
Approved as to form:
City Attorney
1798171.1