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HomeMy WebLinkAboutA2472 - CCFC FINANCING AUTHORITY JPA JOINT POWERS Joint Exercise of Powers A r. Cities of a 13660-16 OJHHW.BDO JE 10/06/87 _ Rancho Cucamonga e&dPalmnos Spring AGREEMENT #2472 .{Resolutiopn 16277 9-2_87 R-�— ""&pp4''z L- `.�.a'.m�Q./L,1- $200,000,000 CCFC FINANCING AUTHORITY REVENUE BONDS, 1987 SERIES A SCHEDULE OF TRANSCRIPT DOCUMENTS A. BASE LEGAL DOCUMENTS 1. City of Fairfield Resolution No. 87-273, "A Resolution Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement with the Cities of Rancho Cucamonga and Santa Rosa with Respect to the Creation of the CCFC Financing Authority", adopted September 1, 1987. 2. , City of Palm Springs "Resolution No. 16277 of the City Council of the City of Palm Springs, California Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement with the Cities of Fairfield, Rancho Cucamonga and Santa Rosa with Respect to the Creation of the CCFC Financing Authority", adopted September 2, 1987. 3. City of Rancho Cucamonga Resolution No. 87-487, "A Resolution of the City Council of the City of Rancho Cucamonga, California, Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement with the Cities of Fairfield, Santa Rosa and Palm Springs with Respect to the Creation of the CCFC Financing Authority", adopted September 2, 1987, together with City of Rancho Cucamonga Resolution No. 87-519, "A Resolution of the City Council of the City of Rancho Cucamonga, California, Appointing the City Manager as the First Member of the CCFC Financing Commission of Authority and the Administrative Services Director as Alternate", adopted September 16, 1987. 4. City of Santa Rosa Resolution'No. 18531, "A Resolution Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement with the Cities of Fairfield and Rancho Cucamonga with Respect to the Creation of the CCFC Financing Authority", adopted August 25, 1987. 5. Joint Exercise of Powers Agreement by and among the Cities of Fairfield, Palm Springs, Rancho Cucamonga and Santa Rosa. 6. Initial Notice to the Secretary of State as to a Joint Powers Agreement, as filed with the Secretary of State. 7. CCFC Financing Authority ("Authority") Resolution No. 87-1, "Resolution of the ! CCFC Financing Authority Electing Officers", adopted September 11, 1987. 0 • 8. Authority Resolution No. 87-2, "A Resolution of the Commission of the CCFA Financing Authority Fixing Time and Place for the Regular Meeting and Providing the Manner in Which Special Meetings of the Authority May be Called, Establishing a Seal for the Authority, Directing the Filing of a Notice of Formation with the Secretary of State, Designating an Official Meeting Address, and Establishing the Order of Business and Rules for its Proceedings", adopted September 11, 1987. 9. Authority Resolution No. 87-3, "Resolution of the CCFC Financing Authority Authorizing the Issuance Of Revenue Bonds, 1987 Series A, in the Aggregate Principal Amount of Not to Exceed $500,000,000, Approving an Indenture of Trust, a Bond Purchase Agreement, One Or More Investment Agreements, an Administration Agreement and an Official Statement, Authorizing Sale of Bonds to Stone & Youngberg, Approving an Agreement For Bond Counsel Services and approving Official Action", adopted September 11, 1987. 10. Authority Resolution No. 87-4, "A Resolution of the CCFC Financing Authority with Respect to Certain Expectations Regarding the Proposed Issuance by the Authority of its Revenue Bonds, 1987 Series A", adopted September 22, 1987. 11. California Cities Financing Corporation Resolution No. 87-4, "A Resolution of the California Cities Financing Corporation Approving, Authorizing and Directing Execution of an Administration Agreement with the CCFC Financing Authority and Directing Certain Actions with Respect Thereto", adopted August 26, 1987. 12. California Cities Financing Corporation Resolution No. 87-5, "A Resolution of the California Cities Financing Corporation with Respect to Certain Expectations Regarding the Proposed Issuance by the CCFC Financing Authority of its Revenue Bonds, 1987 Series A", adopted September 17, 1987. 13. Preliminary Official Statement. 14. Certificate of Mailing Report of Final Sale to the California Debt Advisory Commission, together with Report, and Acknowledgment of Report of Proposed Debt Issuance, together with Report. 15. Indenture of Trust by and between Authority and Dai-Ichi Kangyo Bank of California, as trustee ("Trustee"). 16: Bond Purchase Contract by and between Stone & Youngberg ("Underwriter") and Authority. 17. Administration Agreement by and between Authority and California Cities Financing Corporation. 18. Final Official Statement. 19, Investment Agreement by and among Authority, Trustee and Citibank, N.A. 20., Enforceability Opinion of Citicorp Investment Bank. -2- 21. Valuation Certificate. B. AUTHORITY CLOSING DOCUMENTS 1. Incumbency and Signature Certificate of Authority. 2. Certificate as to Arbitrage pursuant to Section 10(E)(8) of Purchase Contract, together with Underwriter's Certificate regarding reoffering price and investment agreement. 3. Officer's Certificate pertaining to (a) effectiveness of resolution and documents, and (b) representations and warranties, no default, no litigation and related matters pursuant to Section 10(E)(7) of Purchase Contract. 4. Request of the Authority Directing Trustee to authenticate and deliver Bonds, pursuant to Section 3.01 of Indenture. 5. Certificate Regarding Use of Proceeds. 6. Certificate of Mailing Internal Revenue Service Center Form 8038-G, together with Form 8038-G, pursuant to Section 10(E)(8) of Purchase Contract. 7. Opinion of Jones Hall Hill & White, A Professional Law Corporation, Counsel to Authority pursuant to Section 10(E)(5) of Purchase Contract. C. TRUSTEE CLOSING DOCUMENTS 1. Authentication and Incumbency Certificate of Trustee, together with resolution authorizing execution of documents. 2. Certificate of Trustee. 3. Certificate Regarding Investments. 4. Trustee's Receipt of Proceeds. 5. Opinion of Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey, Counsel to Trustee pursuant to Section 10(E)(6) of Purchase Contract. D. UNDERWRITER CLOSING DOCUMENTS 1. Rating Letter of Moody's Investors Service Inc. pursuant to Section 10(E)(10) of Purchase Contract 2. Preliminary Blue Sky Memorandum. 3. Receipt for Bonds. -3- 4. Specimen Bond. 5. Opinion of Buchalter, Nemer, Fields & Younger, Counsel to Underwriter, pursuant to Sections 10(E)(3) and 10(E)(4) of Purchase Contract. E. BOND COUNSEL CLOSING DOCUMENTS 1. Final Approving Legal Opinion of Jones Hall Hill & White, A Professional Law Corporation pursuant to Section 10(E)(1) of Purchase Contract. 2. Supplemental Opinion and Reliance Letter of Jones Hall Hill & White, A Professional Law Corporation pursuant to Section 10(E)(2) of Purchase Contract. 3. Reliance Letter to Trustee Regarding Final Opinion of Jones Hall Hill & White, A Professional Law Corporation. -4- 13050d0 JHHW BQQ'kla 07/09/87 • Z2827 OB/04/07 09/11/87 JOINT EXERCISE OF POWERS AGREEMENT CCFC FINANCING AUTHORITY THIS AGREEMENT, is by and among the CITIES OF FAIRFIELD, PALM SPRINGS, RANCHO CUCAMONGA and SANTA ROSA, each duly organized and existing under the laws of the State of California (the "State"), collectively called the "Members". WITNESSETH: WHEREAS, each of the Members is authorized to lease, purchase, receive and hold property necessary or convenient for the governmental operation of such Member; and WHEREAS, the acquisition of property by each of the Members acting separately has resulted in duplication of effort, inefficiencies in administration, and excessive cost in the acquisition of such property, all of which, in the judgment of the Members, could be eliminated, to the substantial benefit of the citizens and taxpayers of each of the Members, if the financing of the acquisition of property were to be performed through a single public agency, and such is the purpose of this Joint Exercise of Powers Agreement; and WHEREAS, the Marks-Roos Local Bond Pooling Act of 1985 (hereinafter defined as the "Bond Law") authorizes agencies formed pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State (hereinafter defined as the "Act') to issue bonds to purchase the obligations of public agencies such as the Members which have been entered into for the purpose of acquiring Public Capital Improvements (as that term is defined in the Act) and to purchase tax and revenue notes of the Members; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. Unless the context otherwise requires, the words and terms defined in this Article I shall, for the purpose hereof, have the meanings herein specified. "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State. "Agreement" means this Joint Exercise of Powers Agreement. "Auditor and Treasurer" means the Finance Director of the City of Palm Springs, designated as Auditor and Treasurer of the Authority in Section 3.02. "Authority" means the CCFC Financing Authority created pursuant to this Agreement. "Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Act (commencing with Section 6584), as now or hereafter amended, or any other law hereafter legally available for use by the Authority in the authorization and issuance of Bonds to finance the acquisition of Obligations and/or Public Capital Improvements. "Bond Purchase Agreement' means an agreement between the Authority and a Member pursuant to which the Authority agrees to purchase Obligations from a Member. "Bonds" means bonds of the Authority issued pursuant to Section 6590 or 6591 of the Bond Law. "Chairman" means the chairman of the Authority. "Commission" means the Commission referred to in Section 2.04, which shall be the governing body of the Authority. "Commissioners" means the representatives of the Members appointed to the Commission pursuant to Section 2.03. "Fiscal Year" means the period from July 1 to and including the following June 30. "Members and Member" means each of the parties to this Agreement and "Member" means any such party. "Obligations" has the meaning given to the terms "Bonds" in Section 6585(c) of the Bond Law. "Public Agency" means any public agency authorized by the Act to enter into a joint exercise of powers agreement with the Members. -2- "Public Capital Improvement" has the meaning given to such term in Section 6585(g) of the Act, as in effect on the date hereof, and as hereinafter amended. "Secretary" means the secretary of the Authority. "State" means the State of California. "Vice Chairman" means the vice chairman of the Authority. • -3- ARTICLE 11 GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members. The purpose of this Agreement is to provide for the financing of Public Capital Improvements for, and working capital requirements of, the Members through the purchase by the Authority of Obligations of the Members pursuant to Bond Purchase Agreements. Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "CCFC Financing Authority". The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement. Section 2.03. Commission. The Authority shall be administered by a Commission of four (4) Commissioners. Initially, the Commissioners shall consist of one Commissioner appointed by each of the Members. The number of Commissioners may be changed by amendment of this Agreement. The Commission shall be called the "Commission of the CCFC Financing Authority". All voting power of the Authority shall reside in the Commission. Each Commissioner shall serve at the pleasure of the Member which appointed such Commissioner. Vacancies on the Commission shall be filled by the respective appointing Members. Section 2.04. Meetings of the Commission. (a) Regular Meetings. The Commission shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held each year. The date, hour and place of the holding of regular meetings shall be fixed by resolution of the Commission and a copy of such resolution shall be filed with each of the Members. (b) Special Meetings. Special meetings of the Commission may be called in accordance with the provisions of Section 54956 of the Government Code of the State. (c) Call. Notice and Conduct of Meetings. All meetings of the Commission, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of Sections 54950 et seq. of the Government Code of the State. Section 2.05. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Commission and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Commissioner and to each of the Members. Section 2.06. Voting. Each Commissioner shall have one vote. -4- • • Section 2.07. Quorum; Required Votes; Approvals. Commissioners holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Commissioners shall be required to take any action by the Commission. Section 2.08. Bylaws. The Commission may adopt, from time to time, such bylaws, rules and regulations for the conduct of its meetings as are necessary for the purposes hereof. -5- r ARTICLE 111 OFFICERS AND EMPLOYEES Section 3.01. Chairman, Vice-Chairman and Secretary. The Commission shall elect a Chairman and Vice Chairman from among the Commissioners, and shall appoint a Secretary who may, but need not, be a Commissioner. The officers shall perform the duties normal to said offices; and (a) the Chairman shall sign all contracts on behalf of the Authority, and shall perform such other duties as may be imposed by the Commission; (b) the Vice Chairman shall act, sign contracts and perform all of the Chairman's duties in the absence of the Chairman; and (c) the Secretary shall countersign all contracts signed by the Chairman or Vice Chairman on behalf of the Authority, perform such other duties as may be imposed by the Commission and cause a copy of this Agreement to be filed with the Secretary of State of the State pursuant to the Act. Section 3.02. Auditor and Treasurer. Pursuant to Section 6505.6 of the Act, the Finance Director of the City of Palm Springs is hereby designated as the Auditor and Treasurer of the Authority. The Auditor and Treasurer shall be the depository, shall have custody of all of the accounts, funds and money of the Authority from whatever source, shall have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. Section 3.03. Officers in Charge of Records, Funds and Accounts. Pursuant to Section 6505.1 of the Act, the Auditor and Treasurer shall have charge of, handle and have access to all accounts, funds and money of the Authority and all records of the Authority relating thereto; and the Secretary shall have charge of, handle and have access to all other records of the Authority. Section 3.04. Bonding Persons Having Access to Public Capital Improvement. From time to time, the Commission may designate persons, in addition to the Secretary and the Auditor and Treasurer, having charge of, handling or having access to any records, funds or accounts or other Public Capital Improvement of the Authority, and the respective amounts of the official bonds of the Secretary and the Auditor and Treasurer and such other persons pursuant to Section 6505.1 of the Act. Section 3.05. Legal Advisor. The Commission shall have the power to appoint the legal advisor of the Authority who shall perform such duties as may be prescribed by the Commission. Section 3.06. Other Employees. The Commission shall have the power to appoint and employ such other consultants and independent contractors as may be necessary for the purposes of this Agreement. -6- • 0 All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation and other benefits which apply to the activities of officers, agents, or employees of an Agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. None of the officers, agents, or employees directly employed by the Commission shall be deemed, by reason of their employment by the Commission to be employed by any Member or, by reason of their employment by the Commission, to be subject to any of the requirements of the Members. Section 3.07. Assistant Officers. The Commission may appoint such assistants to act in the place of the Secretary or other officers of the Authority (other than any Commissioner) as the Commission shall from time to time deem appropriate. -7- ARTICLE IV POWERS Section 4.01. General Powers. The Authority shall exercise in the manner herein provided the powers common to each of the Members and necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 4.04, including but not limited to the common power of eminent domain with respect to Public Capital Improvements. As provided in the Act, the Authority shall be a public entity separate from the Members. The Authority shall have the power to finance the acquisition of Public Capital Improvements necessary or convenient for the operation of the Members, and to acquire Obligations of the Members. Section 4.02. Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in Article 4 of the Act (commencing with Section 6584), including the power to issue Bonds under the Bond Law. Section 4.03. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following: (a) to make and enter into contracts; (b) to employ agents or employees; (c) to acquire, construct, manage, maintain or operate any buildings, works or improvements; (d) to acquire, hold or dispose of Public Capital Improvement; (e) to sue and be sued in its own name; (f) to incur debts, liabilities or obligations, provided that no debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members; (g) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States of America or of the State; (h) to invest any money in the treasury pursuant to Section 6505.5 of the Act that is not required for the immediate necessities of the Authority, as the Authority determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the Government Code of the State; (i) to apply for letters of credit in order to secure the repayment of its Bonds and • enter into agreements in connection therewith; (j) to carry out and enforce all the provisions of this Agreement; -8- (k) to make and enter into Bond Purchase Agreements; (1) to purchase Obligations issued by any Member; and (m) to exercise any and all other powers as may be provided in the Bond Law. Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Act and in the Bond Law, and, except for those powers set forth in the Bond Law, shall be subject (in accordance with Section 6509 of the Act) to the restrictions upon the manner of exercising such powers that are imposed upon the City of Fairfield in the exercise of similar powers. Section 4.05. Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Members. -9- ARTICLE V METHODS OF PROCEDURE; CREDIT TO MEMBERS Section 5.01. Assumption of Responsibilities By the Authority. As soon as practicable after the date of execution of this Agreement, the Commissioners shall give notice (in the manner required by Section 2.04) of the organizational meeting of the Commission. At said meeting the Commission shall provide for its regular meetings as required by Section 2.04 and elect a Chairman, Vice Chairman and the Secretary. Section 5.02. Delegation of Powers. Each of the Members hereby delegates to the Authority the power and duty to acquire, by lease, lease-purchase, installment sale agreements, or otherwise, such Public Capital Improvement necessary or convenient for the operation of the Members. Section 5.03. Credit to Members. All accounts or funds created and established pursuant to any trust agreement or indenture to which the Authority is a party, and any interest earned or accrued thereon, shall inure to the benefit of the respective Members for which such funds or accounts were created. -10- ARTICLE VI CONTRIBUTION: ACCOUNTS AND REPORTS: FUNDS Section 6.01. Contributions. The Members may in the appropriate circumstance when required hereunder: (a) make contributions from their treasuries for the purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use its personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the Government Code of the State are hereby incorporated into this Agreement. Section 6.02. Accounts and Reports. To the extent not covered by the duties assigned to a trustee chosen by the Authority, the Auditor and Treasurer of Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any trust agreement or indenture entered into with respect to the proceeds of any Bonds issued by the Authority. The books and records of the Authority in the hands of a trustee or the Auditor and Treasurer shall be open to inspection at all reasonable times by representatives of the Members. The Auditor and 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 the Members to the extent such activities are not covered by the report of such trustee. The trustee appointed under any trust agreement or indenture shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said trust agreement or indenture. Said trustee may be given such duties in said trust agreement or indenture as may be desirable to carry out this Agreement. Section 6.03. Funds. Subject to the applicable provisions of any trust agreement or indenture which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Auditor and Treasurer of the Authority shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement. Section 6.04. Annual Budget and Administrative Expenses. The Commission shall adopt a budget for administrative expenses, which shall include all expenses not included in any Bond issue of the Authority, annually prior to October 1 of each year. The • estimated annual administrative expenses of the Authority shall be allocated by the Authority to the Members equally. _11_ ARTICLE VII ASSOCIATE MEMBERSHIP AGREEMENTS Section 7.01. Power to Enter Into Associate Membership Agreements. In addition to those powers specified in this Agreement, the Authority shall have the power to enter into Associate Membership Agreements with any Public Agency upon the approval thereof by two-thirds of the Commissioners. Section 7.02. Contents of Associate Membership Agreements. Each Associate Membership Agreement shall: (a) State that the Public Agency is an associate Member of the Authority; (b) Specify that the purpose of the Associate Membership Agreement is to facilitate the financing of the acquisition by the Public Agency of Public Capital Improvements, or financing working capital requirements of the Associate Member, necessary for the governmental operation of the Public Agency at a cost (taking into account the cost of such financing) which is less than would be possible if the Public Agency were to acquire the Public Capital Improvements or finance its working capital requirements independently of the Authority; (c) Restrict the powers of the Public Agency with respect to the Authority to those enumerated in this Article VII; (d) Specify that the Public Agency shall not have the power to: (i) vote on any action to be taken by the Authority; or (ii) become an officer of the Authority or a Commissioner; and (e) Specify the fees, if any, to be charged the Public Agency for its participation in financings of the Authority. Section 7.03. Approval of Associate Membership Agreements. In determining whether to approve an Associate Membership Agreement with a Public Agency which proposes to be an Associate Member, the Commissioners may take into account any criteria deemed appropriate to the Commissioners, including but not limited to the financial well-being of such Public Agency and the nature of the Public Capital Improvement or the working capital requirements which such Public Agency proposes to finance. -12- ARTICLE Vlll TERM Section 8.01. Term. This Agreement shall become effective as of the date of execution hereof by the parties hereto, and shall continue in full force and effect so long as any Obligations of the Members and the Bonds issued pursuant hereto and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceedings for the issuance thereof; provided, however, that: (a) if said Bonds have been paid in full or adequate provision for such payments has been made in accordance with the proceedings for the issuance thereof, this Agreement shall automatically terminate, and (b) this Agreement shall terminate three (3) years from the date hereof in the event no Bonds shall have been issued by the Authority on or before said date under the Bond Law. Section 8.02. Withdrawal. Any Member who has not sold an Obligation to the Authority pursuant to a Bond Purchase Agreement shall be entitled to withdraw from the Authority upon giving the Authority 30 days advance written notice. Section 8.03. Disposition of Assets. Upon termination of this Agreement, all property of the Authority, both real and personal, shall be divided among the parties hereto in such manner as shall be agreed upon by the parties. -13- ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to: CCFC Financing Authority 1400 K Street, Suite 400 Sacramento, California 95814 Attention: Secretary Section 9.02. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision-of this Agreement. Section 9.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. Section 9.04. Law Governing. This Agreement is made in the State under the constitution and laws of the State and is to be so construed. Section 9.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the holders of Bonds issued by the Authority or certificates of participation in payments to be made by the Authority or the Members or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all of the parties to this Agreement either as required in order to carry out any of the provisions of this Agreement or for any other purpose, including without limitation addition of new parties (including any legal entities or taxing areas heretofore or hereafter created) in pursuance of the purposes of this Agreement. Section 9.06. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement. Section 9.07. Severability. Should any part, term or provision of this Agreement be decided by any court of competent jurisdiction to be illegal or in conflict with any law of the State, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. Section 9.08. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Members. None of the Members may assign any right or obligation hereunder without the written consent of the other Members. Section 9.09. Execution in Counterparts. 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. -14- 0 • 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, on the day and year set opposite the name of each of the parties. CITY OF FAIRFIELD Dated: September 11, 1987 ayor ATTEST: City Clerk (SEAL) CITY OF PALM SPRINGS Dated: September 11, 1987 City Manager ATTEST: City Clerk (SEAL) CITY OF RANCHO CUCAMONGA Dated: September 11, 1987 Mayor ATTEST: City Clerk (SEAL) -15- 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, on the day and year set opposite the name of each of the parties. CITY OF FAIRFIELD Dated: September 11, 1987 Mayor ATTEST: City Clerk (SEAL) CITY OF PALM SPRINGS • Dated: September 11, 1987 City Manager ATTEST: City Clerk (SEAL) CITY OF RANCHO CUCAMONGA Dated: September 11, 1987 Mayor ATTEST: City Clerk (SEAL) -15- 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, on the day and year set opposite the name of each of the parties. CITY OF FAIRFIELD Dated: September 11, 1987 Mayor ATTEST: City Clerk (SEAL) CITY OF PALM SPRINGS • Dated: September 11, 1987 City Manager ATTEST: City Clerk (SEAL) C�TY Of RANCHO C�4CAMONGA tii �fl, Dated: September 11, 1987 't' ✓41C„ Mayor ATTEST_-: u ( City Clerk (SEAL) -15- CITY OF SANTA ROSA Dated: September 11, 1987 �A�,� Rix Mayor ATTEST Veit City Clerk (SEAL) -16-