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RES-11218 Joint Powers Agmt_Orange City Public Facilities Financing Authority_XRF_ AGR-6965RESOLUTION N0. 11218 A RESOLUTION OF THE CITY COUNCIL TO THE CITY OF ORANGE APPROVING THE EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF ORANGE AND THE CALIFORNIA STATEWiDE COMMUNITIES DEVELOPMENT AUTHORITY TO FORM THE ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY. WHEREAS,the Joint Exercise of Powers Act,California Government Code Section 6500, et seq. (the"JPA AcP'),provides that public agencies by agreement may jointly exercise any power common to the contracting parties and, in that connection, form a joint powers authority, as a new sepazate entity; and WHEREAS, the Califomia Statewide Communities Development Authority ("CSCDA") is a joint powers authority existing pursuant to an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988, by and among various cities, counties, special districts and other public agencies, including the CiTy of Orange (the"CiTy"); and WHEREAS, the City and CSCDA aze"public agencies"within the meaning of that term under Section 6502 of the JPA Act; and WHEREAS, the CiTy and CSCDA desire to enter into a Joint Exercise of Powers Agreement (the "Agreement") to form the Orange City Public Facilities Financing Authority OCPPFA")pursuant to the JPA Act; and WHEREAS, under Califomia law and the Authority Agreement, the AuthoriTy will be a public entity separate and apart from the parties to the Authority Ageement and the debts, liabilities and obligations ofthe Authority will not be the debts,liabilities or obligations of CSCDA or the City or any member the governing body of the OCPPFA. NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Orange as follows: 1.The City Council hereby finds and determines that the foregoing recitals aze true and correct. 2.The Ageement,to be entered into by the City and the CSCDA,in the form attached as E ibit A, is hereby approved. The Mayor(or, in the Mayor's absence,the Mayor Pro Tem) is hereby authorized, for and in the name and on behalf of the City, to execute and deliver the Agreement in substantially said form, with such changes therein as the Mayor (or the Mayor Pro Tem, as the case may be)may require or approve,such requirement or approval to be conclusively evidenced by the execution and delivery thereof. 3.This Resolution shall take effect upon its adoption. ADOPTED this l Oth day of Mazch 2020. Mazk A. Murphy, Mayor, City f r ge ATTEST: C=Y FS 4v Pamela Coleman, City Clerk, City of Orange I, PAMELA COLEMAN, City Clerk of the City of Orange, Califomia, do hereby certify that the foregoing Resolution was duly and regulazly adopted by the City Council of the City of Orange at a regulaz meeting thereof held on the l Oth day of Mazch 2020, by the following vote: AYES:COiJNCILMEMBERS: Alvazez, Murphy, Nichols, Monaco NOES:COiJNCILMEMBERS: None ABSENI': COLJNCILMEMBERS: None ABSTAIN: COiJNCILMEMBERS: None Pamela Coleman, City Clerk, City of Orange Resolution No. 11218 2 EXHIBIT A JOINT EXERCISE OF POWERS AGREEMENT ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY attached) JOINT EXERCIS.E OF.POWERS AGREEMENT FHIS AGREEMENT, dated as of Mazch 19, 2020, by and between the CTI'Y OF ORANGE, a municipal corporaUon duly organized and existing under and by virtue of the laws of the State of Califomia (the "Cily"), and CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORII'Y, a joint exercise of powers authority organized and existing under and by virtue of tha laws of the State of California("CSCDA"). . DECLARATION OF PURPOSE A. Chapter 5 of Division 7 of Title 1 of the California Government Code(the"Act") authorizes the City and CSCDA to createa joint exercise of powers entiTy which has the power to exercise any powers common to the City and CSCDA and to exercise additional powers granted to it under the Act. This Agreement creates such an agency, which shall be lmown as the Orange City Public Facilities Financing Authority" (the "Authority") for the purposes and to exercise the powexs described herein. B. T'he City is authorized to exercise all powers granted to a city, including the powers to buy,lease and use properiy pursuant to the law of the State of Califomia. C. CSCDA is authorized to buy, sell and lease property and to issue bonds, expend bond proceeds, and borrow and loan money for any of its corporate purposes pursuant to the Act and an Amended and Restated Joint Exercise of Powers Agreement forming the California Statewide Communities Development Authority, dated as of June 1, 1998, as amended, by and among the .cities, counties, districts and otUer poliGcal subdivisions that aze parties to that agreement. D. Article 4 of the Act (known as the "Marks-Roos Local Bond Pooling Act of 1985") authorizes and empowers the Authority to issue bonds and to purchase bonds issued by,or to make loans to,the City or CSCDA for financing public capital improvements,working capital, liabiliTy and other insurance needs, or projects whenever there are significant public benefits, as determined by the City or CSCDA. The Mazks-Roos I.ocal Bond Pooling Act of 1985 further aqthorizes and empowers the Authority to sell bonds so issued or purchased to public or private purchasers at public or negotiated sale. TERMS OF AGREEMENT Sectian 1. Definirions. Unless the context otherwise requires,the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. Act" shall mean Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Califomia Government Code,as amended. Agreement" shall mean this Joint Exercise of Powers Agreement, as it may be amendcd om time to time, creating the Authority. Orange City Public Facilities Financing Autharity Join Ecercise ofPowers Agreement Authority" shall mean the Orange City Public Facilities Financing Authority created by this Agreement. Board"or"Board of Directors"shall mean the goveming board of the Authority. Brown AcY'means the Ralph M. Brown Act(Chapter 9 of Part 1 of Division 2 of TiUe 5 of the Califomia Government Code), or any successor Iegislallon hereafter enacted. City"shall mean the City of Orange,Califomia. CSCDA" shall mean Califomia Statewide Communities Development Authority, a joint exercise of powers authority, duly organized and existing under and by virtue of the laws of the Statc. Irrdenture" shall mean each indenture, uust agreement, fiscal agent agreement, lease, sublease,loan agreement,or other instrument pursuant to which Obligations are issued or incurred. Member"or "Members"means the members of the Authority from time to time as may be modified in accordance with this Ageement. As of the date of this Agreement,the Members are the City and CSCDA. Obligations" shall mean bonds and any other evidence of indebtedness of the Authority authorized and issued pursuant to the Act. State"shall mean the State of Califomia. Section 2. Puroose. This Agreement is made pursuant to the Act for the purpose of assisting the£nancing and refinancing of capital improvement projects of the City and to finance working capital for the City by exercising the powers referred to in this Agreement. Section 3. Term. This Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated by a supplemental agreement of CSCDA and the City;provided, however, that in no event shall this Agreement terminate while any Obligations of the Authority remain outstanding under the terms of any indenture, hvst agreement, contract, agreement, lease, sublease or other instrument pursuant to which such Obligations are issued or incurred. Section 4, The Authoritv. a) Creation of the Authoritu There is hereby created pursuant to the Act an authority and public entity to be Imown as the"Orange City Public Facilities Financing Authority." As provided in the Act, the Authority shall be a public entity separate from the Members. The debts,liabilities and obligations of[he Authority shall not constitute debts,liabilities or obligations of the Members. 2 Orange Crty Pu61ic Facilities Financing Authorrty Jornt Ekerctse ojPowers Agreement Within 30 days after the effective date of this Agreement or any amendment hereto, the Authority will cause a notice of this Agreement or amendment to be prepared and filed with the office of the Secretary of State of the State in the manner set forth in sections 6503.5 of the Act. Such notice shall also be filed with the o ce of the Secretary of State. In addition, as required by Section 53051 of the California Government Code, within 70 days after the effective date of this Agreement,the Authority shall file with the Secretary of State on a form prescribed by the Secretary of State and also with the County Clerk of Orange County,a statement of the following facts: (1)the full,legal name of the Authority,(2)the official mailing address of the Board, (3)the name and residence or business address of each member of the Board,and(4)the name,title,and residence or business address of the chairman,president,or other presiding officer,and clerk or secretary of the Boazd,and within 10 days after any change in the facts required to be stated pursuant to the foregoing, an amended statement containing such information shall be filed with the Secretary of State on a form prescribed by the Secretary of$tate and also with the County Clerk of Orange County. b) Governin B The Authority shall be administered by the Board which shall consist of the members of the CiTy Council of the City. The term of office as a member of . the Board shall terminate when such member of the Board shall cease to hold its respective office at the City and the successor[o such seat on the City Council shall automatically become a member of the Board,upon assuming such office. Members of the Board shall not receive any compensation for serving as such,but shall be entitled to reimbursement for any expenses actually incuned in connection with serving as a member if the Board shall determine that such expenses shall be reimbursed and there are unenwmbered funds available for such purpose. c) Meetin s of Board. 1) The Board shall conduct regulaz meetings on the same date, at the same time and at the same location as the regular meetings of the City Council of the City;provided that the time and place for holding Board meetings may be changed at any time by resolution of the Board. Such regular meetings may occur either during or after the regular meetings of the City Council of the City, but may not commence earlier than the starting time for the regular meetings of the City Council of the City. If the Secretary does not post an agenda for a regular meeting pursuaut to the Brown Act,tlien such lack of.posting shall be deemed to be a determination by the Chair that no items required discussion and,therefore,that t}te regular meeting has been cancelled, except as otherwise provided in the Brown Act. The Board may hold special meetings at any time and from time to time in accordance with law. 2) All regulaz and special meetings of the Boazd shall be called, noticed,held and conducted subject to the provisions of the Brown Act. 3 Orange Crry Publfc Facilities FrnrmcingAutharrry Joint Exercise ofPowers Agreemenf 3) The Secretary of the Authority shall cause minutes of all meetings of the Board to be kept and shall, as soon as practicable after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the Membets. 4) A majoriry of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn meetings from time to time. However, less than a quorum may adjoum a meeting from time to time. A vote of the majority of a quorum at a meeting shall be sufficient to take action. d) Officers:Duties:Bonds. 1) The officers of the Authority shall be the Chair, Vice Chair, Executive Directoq Secretary, Treasurer. The Cha r shall be the person serving as the Mayor of the City;the Vice-Chair shall be the person serving as the Mayor Pro Tem of the City;the F cecutive Director shall be the person serving as the City Manager of the City; and the Secretary shall be the person serving as the Ciry Clerk of the City. The Assistant City Manager shall serve as the Assistant Executive Director of the Authority. T'he officers shall perform the duties normal to their respective offices and such other duties as may be imposed by the Board. The Chair or the Executive Director shal]sign all contrects on behalf of the Authority;provided,that the Boazd may, by resolution,authorized other officeis ofthe Authority to sign contracts on behalf ofthe Authority. T'he V ice Chair shall act,sign contracts,and perform all of the Chair's duties in the absence of the Chair. The Secretary shall perform such duties as may be imposed by the Boazd and cause a copy of this Agreement to be filed with the Califomia Secretary of State pursuant to the Act These officers shall have such additional powers and duties as may be determineA by the Board from time to time by resolution. 2) The Treasurer of the City is hereby designated as the Treasurer of the Authority. Pursuant to Section 6505.6 of the 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 in the amount of$25,000 as required by section 6505.1 of the Act; provided.that such bond shall not be required if the Authority does not possess or own property or funds with an aggregate value of greater than$500(excluding amounts held by a trustee or other fiduciary in connection with any Bonds). The cost of the bond, if necessary, shall be paid by the City. The Finance Director of the City shall serve as the Assistant Treasurer of the Authority. 3) So long as required by section 6505 and section 6505.5 of the Act, the Treasurer of the Authority shall prepaze or cause to be prepazed: (a)a special audit as required pursuant to section 6505 of the Act every year during the term of this Agreement;and(b) a repoR in tvriting on the first day of July, October, January and April of each yeaz to the Board,the City and CSCDA which report shall describe the amount of money held by the Treasurer of the Authoriry for the Boazd,the amount of receipts since the last such report,and the amount paid out since the last such report (which may exclude amounu held.by a trustee or other fiduciary in connection with any Obligations to the extent that such trustee or other fiduciary provides regular reports covering such amounts). 4 Orange CityPublic Facrlities FinancingAwhority loint Exercise of Powers Agreement 4) The City Attorney of the City shall serve as the Geneml Counsel to the Authority. 5) The services of the officers shall be without compensation by the Authority. The City will provide such other administrative services as required by the Authority, and shall not receive economic remuneration from the Authority for the provision of such services. 6) 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. n All of the privileges and immunities from liability,exemptions from laws,ordinances and rules,all pension,relief,disability,worker's compensation and other benefits which apply to the activities of officers, agenu or employees of the Members when performing their respective func6ons within the territorial limits of their respective Member, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties extraterritorially under the provisions of this Agreement. 8) None of the officers,agents or employees,if any, directly employed by the Autharity shall be deemed,by reason of their employment by the AuthoriTy,to be employed by any Member or, by reason of their employment by the Authority, to be subject to any of the requirements of any Member. 9) The Members hereby confirm their intent and agree that,as provided in Section 4(A)hereof and in the Act,the debts, liabilities and obligafions of the Authority shall not constimte debts, liabilities or obligations of the City or CSCDA, and they do not intend by the following sentence to impair this provision. Notwithstanding Section 4(A)hereof and the Act,the City and the AuthoriTy shall indemnify, defend and hold harmless CSCDA and each of CSCDA's officers,directors, employees, attomeys,Commission membeis and agenu(each,an"ndemnified Puty")from and against any and all'costs,expenses,losses,claims,damages and liabilities directly or indirecUy arising out of or in connection with the activities of the Authority (including but not imited to any transaction or series of transactions undertalcen by or for the benefit of the City), except to the extent that such costs, e cpenses,'losses, claims, damages or liabilities arise from the gross negligence oc wrongful act of an Indemnified Party. CSCDA may elect to defend itself in any such action with counsel of iu choice, the reesonable fees of such wunsel to be paid by the City. The Authority and the City shall be jointly and severally liable for any indemnity obligation owed to CSCDA or any other indemnified party under this pazagraph. Notwithstanding the provisions of section 895.6 of the Califomia Government Code, the City shall not have any right to conhibution from CSCDA. This para raph(8)shall survive the termination of this Agreement. 10) In any event, the Authority or the CiTy shall cause all records regarding the Authority's formation, existence, operations, any Obligations issued or incurred by the Authority,obligations incurred by it and proceedings pertaining to its teimination to be retained for at least six(6)years.following termination of the Authority or final payment of any Obligations issued or incurred by the Authority,whichever is later. 5 Orange City Public Facilitres Frnancing Authority Joint Exercise ofPowers Agreement Section 5. Powers. The Authority shall have any and all powers which aze common powers of the Members,and the powers separately conferred by law upon the Authority. All such powers,whether common to the PaRies or sepazately conferred by law upan the Authority, are specified as powers of the Authority except any such powers which are specifically prohibited to the Authority by applicable law. Except as otherwise set forth herein as permitted by law, the Authority's exercise of iu powers is subject to the restrictions upon the manner of exercising the powers of the City. The Authority is hereby authorized, in its own name, to do all acts necessaty or convenient for the exercise of iu powers, including,but not limited to,any or all of the following; to sue and be sued; to make and enter into wntracts; to employ agents, consultants, attorneys, accountants, and employees; to acquire, hold or dispose of property, whether real or personal, ' tangible or intangible, wherever located; to issue bonds or otherwise incur debts, liabilities or obligations to the extent authorized by the Act or any other applicable provision of law and to pledge any property or revenues or the rights thereto as security for such Obligations. Notwithstanding the foregoing, the Authority shall have any additional powers conferred under the Act or under applicable law, insofar as such additional powees may be necessary to accomplish the purposes set forth in Section 2 hereof. Notwithstanding anything to the contrary in this Agreement,the Authority shall not have the power or the authority to enter inro any refvement contract with any public retirement system (as defined in Section 6508.2 oF the Califomia Govemment Code) for any reason. The provision in this pazagraph is intended to benefit the Members and to be a confirming irrevocable obligation of the Authority which may be enforced by the Members,individually or collectively. Section 6. Termination of Powers. The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement in accordance with Section 3 hereof. Section 7. Fiscal Year. Unless and until changed by resolution of the Board,the fiscal year of the Authoriry shall be the period from July 1 of each yeaz to and including the following June 3Q except for the first fiscal yeaz which shall be the period from the date of this Agreement to June 30,2020. Section 8. Disposition of Assets. Upon termination of this Agreement pursuant to Section 3 hereof, any surplus money in possession of the Authority or on deposit in any fund or account of the Authority shall be returned in proportion to any contributions made as required by section 6512 of the Act. The Boazd is vested with all powers of the Authority for the purpose of concluding and dissolving the business affairs of the Authority. After rescission or termination of this Agteement pursuant to Section 3 hereof, all property of the Authority,both real and personal, shall be distributed to the CiTy, subject to Section 9 hereof. 6 Orange City Pub(rc Facilities Financing Authority Joint Exercise ofPowers Agreement Section 9. ContribuNons and Advances. ContribuHons or advances ofpublic funds and 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. My such advance made in respect of a revenue-producing facility sha71 be made subject to repayment, and shall be repaid, in the manner agreed upon by the City or CSCDA,as the case may be, and the Authority at the time of making such advance as provided by section 6512.1 of the Act It is mutually understood and agreed that neither the City nor CSCDA has any obligation to make advances or conuibutions to the Authority to provide for the costs and expenses of adminis[ration of the Authority,even though either may do so. The Members may allow the use of personnel, equipment or property in lieu of other contributions or advances to the Authority. Section 10. Oblieations. a) Authority to Issue or Incur Oblieations. When authorized by the Act or other applicable provisions of law and by resolution of the Board,the AuthoriTy may issue or incur ' Obligations for the purpose of raising funds for the exercise of any of its powers or to otherwise carry out its purposes under this Agreement Said Obligations shall have such terms and wnditions as are authorized by the Board. b) Limited Obligations. The Obligations, including the principal and any purchase price thereof, and the interest and premium, if any,thereon, shall be special obligations of the Authority payable solely from, and secured solely by, the revenues, funds and other assets pledged therefor under the applicable Indenture(s) and shall not constitute a charge against the general credit of the Authority or any Member. The Obligations shall not be secwed by a legal or equitable pledge of, or lien or chazge upon or securiry interest in,any property of the AuthoriTy or any of its income or receipts except the property, income and receipts pledged therefor under the applicable Indenture(s). The Obligations shall not constitute a debt, liability or obligation of the State or any public agency thereof,including any Member,other than the special obligation of the Authority as described above. Neither the faith and credit nor the ta cing power of the State or any public agency thereof, including the Members,shall be pledged to the payment of the principal or purchase price of, or the premium, if any, or interest on the Obligations nor shall the Statc or any public agency or insuumentality theteof, including the Membecs, in any manner be obligated to make any appropriation for such payment The Authority shall have no ta cing power. No covenant or agreement contained in any Obligation or Indenture shall be deemed to be a covenant or agreement of any director,officer;agent or employee of the Authority or any Member, in his or her individual capacity and no director or officer of the Authority executing a Obligation shall be liable personally on such Obligation or be subject to any personal liability or accountability by reason of the issuance of such Obligation. Section 11. Aereement not Exclusive. This Agreement shall not be exclusive and shall not be deemed to amend or alter the terms of other agreements between the City and CSCDA, except as the terms of[his Agreement shall conflict therewith, in which case the terms of this Agreement shall prevail. Orm ge Ciry Publlc Facilities FinancingAuthority Joint Exercise ojPowers Agreement Section 12. Accounts and Reoorts. a) Books and Records. All funds of the Authority shall be strictly accounted for in books of account and financial records maintained by the Authority, including a report of all receipts and disbursements. The Authority shall establish and maintain such funds and accounts as may be required by generally accepted accounting principles and by each Indenture for outstanding Obligations (to the extent such duties are not assigned to a trustee for owners of Obligations). The books and records of the Authority shall be open to inspection at all reasonable times by the Members and their representatives." b) Indentures. The Authority shall require that each Indenture provide that the trustee appointed thereunder shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions oF such Indenture. Said trustee may be given such duties in said Indenture as may be desirable to carry out the requirements of this Section 12. c) Audits. The Treasurer of the Authority shall cause an independent audit to be made of the books of accounts and financial records of the Authority in compliance with the requirements of the Act. Any costs of the sudit, including contracu with, or employment of, certified public accountants or public accountants in making an audit pursuant to this Section 12, shall be bome by the Authority and shall be a charge against any unencumbered funds of the Authority available for that purpose. d) Audit Reoorts. The Treasurer of theAuthority,as soon as piacticable after the close of each Fiscal Year but in any event within the time necessary to comply with the requirements of the Act shall file a report of the audit perFormed pursuant to this Section 12 as required by the Act and shall send a copy of such report to public entities and persons in accordance with the requirements oFthe Act. Section 13. Funds. Subject to the provisions of each Indenture for ouutanding Obligations providing for a trustee to receive,have custody of and disburse funds which constitute Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds pursuant to accounting piocedures approved by the Board and shall make the disbursements required by this Agreement or otherwise necessary to carry out the provisions and pucposes of this Agreement. Section 14. Conflict of Interest Code. The Authority shall, by resolution, adopt a Conflict of Interest Code to the extent required by law. Such Conflict of Interest Code may be the conflict of irterest code of the City. Section I5. Breach. If default shall be made by the City or CSCDA in any covenant contained in this Agreement,such default shall not excuse either the City or CSCDA from fulfilling its obligations under this Agreement and the City and CSCDA shall continue to be liable for the performance of all conditions herein contained. The City and CSCDA hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the City and CSCDA 8 Orange Crty Public Facilities FinancingAWhortty Joint Exerclse ojPowers Agreement hereby grant to the Authority the right to enforce by whatever lawful means the Authority deems appropriate all of the obligations of each of the parties hereunder. Each and all of the remedies given to the Authority hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Authority to any or all other remedies. Section 16. Notices. Notices and other communications hereunder to the parties shall be sufficient if delivered to the clerk or secretery of the governing body of each party. Section 17. Withdrawals and Additions ofMembers. a) Withdrawals. Any Member may withdraw from the Authority by filing with the Boazd a certified copy of a resolution of the goveming body of the Member expressing iu desire to so withdraw,whereupon the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect the existence of the Authority nor the effectiveness of any Obligations of the Authority. b) Additional Members. Any public agency may be added as a paRy to this Agreement, and become a Member,by filing with the Board a certified copy of a resolution of the goveming body of such public agency whereby it agrees to the provisions of this Ageement and requests to become a Member. The Board may accept or reject any such proposal in its sole discretion, and if accepted, such public agency shall become a Member when: (i) its admission is approved by a vote of a majority of the Board voting on the matter and (ii) such public agency agrees to share public agency's future share of the costs and expenses incurred by the Authority in the course of its activities. Upon satisfaction of the provisions of this clause(b),such public agency shall be a Member for all purposes of this Agreemenk The effectiveness of such membership shall not constitute an amendment or modification of this Agreement. SecUon 18. Effectiveness. This Agreement shall become effective and be in full force and effect and a legal,valid and binding obligation of CSCDA and the CiTy,as the initial Members, when each par[y has executed a counterpart of this Agreement. Section 19. Severabiliri. Should any part, term, or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of the State,or otherwise be rendered unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall not be aft'ected thereby. SecUon 20. Successors: Assignment. This Agreement shall be binding upon and shall inure to the 6enefit of the successots of the paRies. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. 9 Orange City PubWc Facflittes FYnancingAuthorlry Joint Ezercise ojPowers Agreement Section 21. Amendment of Aereement. This Agreement may be amended by supplemental agreement executed by the Members at any time; provided, however, that this Agreement may be terminated only in accordance with Section 3 hereof and,provided further,that such supplemental agreement shall be subject to any restrictions contained in any Obligations or documents related to any Obligations to which the Authority is a party. Section 22. Form of Aunrovals. Whenever an approval is required in this Agreement, unless the context specifies otherwise, it shall be given, in the case of CSCDA,by resolution duly adopted by the Board of Direcrors of CSCDA, and, in the case of the City, by resolution duly adopted by the Board of Directors of the City, and,in the case of the Authority, by resolution duly adopted by the.Boazd. Whenever in this Agreement any consent or approval is required,the same shall not be unreasonably withheld. Section 23. Waiver of Personal Liabilitv. No member, officer, employee, attomey, agent, and, with respect to CSCDA, Commission member of the Authority, the City or CSCDA shall be individually or personally liable for any claims,losses,damages,costs, injury end liability of any kind,nature or description arising from the actions of the Authority or the actions undertalcen pursuant to this Agreement, and the City shall defend such members, officers, employees, attorneys, agents, or, with respect to CSCDA, Commission membeq against any such claims, losses, damages, costs, injury and liability. Without limiting the generality of the foregoing, no member, officer, employee,attomey, agent, or,with respect to CSCDA,Commission member, of the Authority or of any Member shall be personally liable on any Obligations or be subject to any personal liability or accountability by reason of the issuance of Obligations pursuant to the Act and this Agreement. To the full extent permitted by law,the Board shall provide for indemnification by the Authority of any person who is or was a member of the Boazd, or an o cer, 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 of the Board, or an officer, employee or other agent of the Authority,against expenses,judgments, fines, settlements and other amounts actually end reasonably incurred in connection with such proceeding, if such person acted in good faith and in the course and scope of his or her office,employment or agency. In the case of a crimina(proceeding, the Board may provide for indemnification and defense of a member of the Board,or an officer,employee or other agent of the Authority to the extent permitted by law. Section 24. Miscellaneous. a) Notices. Notices to the City hereunder shall be su bient if delivered to the General Manager of the City,and notices to C$CDA hereunder shall be sufficient if delivered to CSCDA staff. b) Section Headines. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. 10 Orange Crty Public Factlides Financing Atdhority JointEkerciseofPowersAgreement c) Performance bv Authorized Denuties or Assistants. Officers of Member. Where.reference is made to duties to be performed for the Authority by a public official or employee, such duties may be performed by that person's duly suthorized deputy or assistant. Where reference is made to actions to be taken by a Member,such action may be exercised through the officers, staff or employees of such Memtier, in the manner provided by law. d) Govemin. This Agreement is made in the State, under the Constitution and Iaws of the state and is to be construed as a contract made and to be performed in the State. e) Complete Agreement. This Agreement is the complete and ezclusive statement of the agreement among the parties with respect to the subject matter hereof, which supersedes and merges all prior proposals, upderstandings, and other agreements, whether oral, written,or implied in conduct,between the parties relating to the subject matter of this Agreement. Execution in Counteroarts. This Agreement may be executed in several countecparts, each of which shal] be an original and all of which shall constitute but one and the same instrument. IN WIT'NESS WHEREOF, the parties hereto have caused this Agreement to be executed by their proper officers or officials thereunto duly authorized. CITY OF ORANGE By J Mayor t: 6 Crty Clerk 11 Orange City Publtc Facrlities Financing Au horrty Jotnt Exercise ofPowers Agreemenl CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY By: Authorized Signatory 12