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HomeMy WebLinkAboutRESOLUTIONS - 09092004 - 71-153 l' A L P_ :_: RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING EXECUTION OF JOINT EXERCISE OF POWERS AGREEMENT CREATING THE CONTRA COSTA EDUCATION CENTER AUTHORITY RESOLUTION NUMBED 71/153 WHEREAS, this Board of Supervisors has duly considered the advisability and necessity of entering into that certain Joint Exercise of Powers Agreement with the Contra Costa Junior College District, attached hereto, marked Exhibit "A" and incorporated herein by reference, which such Agreement would provide for the creation of the Contra' Costa Education Center Authority; and WHEREAS, this Board of Supervisors is fully advised in the premises; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of Contra Costa County that this County is authorized to enter into said Agreement and the Chairman of this Board of Supervisors is hereby authorized to execute said Agreement and the Clerk of this Board of Supervisors is hereby RESOLUTION NUMBER 71./153 authorized to attest said execution and affix the seal of the County to said executed Agreement. The foregoing resolution is adopted by the Beard of Supervisors of Contra Costa County this th day of March, 1931, by the following vote: AYES : Supervisors A. M. Dias A E. Moriarty, W. N. Boggess, E. A. Linschei.d, V ♦ P. Kenny. NOES: None. ABSENT: None . [SEAL] Qajtman of the Boafd otySu#ervisors of Contra Costa C un W T. PAASCH, CLERK Clerk of the BoaQ of Supe vi' ors of Contra C69ta County RESOLUTION NUMBER 71/153 2 JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE COUNTY OF CONTRA COSTA AND THE CONTRA COSTA JUNIOR COLLEGE DISTRICT CREATING THE CONTRA COSTA EDUCATION CENTER AUTHORITY This Agreement, dated for convenience as of March i , 1971 , by and between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, and the CONTRA COSTA JUNIOR COLLEGE DISTRICT, a school district duly organized and existing under the laws of the State of California. W I T N E S S E T H• WHEREAS, the County is empowered by law to acquire, construct, maintain, operate and lease public buildings necessary to the administration and operation of the government of the County, including buildings for County offices, buildings necessary for the conduct of the business of the County with the public generally and buildings for use in providing services to the inhabitants of the County; and WHEREAS, the District is empowered by law to acquire, construct, maintain, operate and lease public buildings necessary or proper to carry out the objects and purposes for which the District was formed, including buildings for district offices and buildings necessary for the conduct of the business of the District with the public generally; and WHEREAS , all of the territory within the territorial limits of the District is within the territorial limits of the County; and EXHIBIT A WHEREAS, the County and the District have determined that the public building comprising the 1971 Project hereinafter defined should be acquired, constructed, operated and maintained within the County and the District for the respective purposes thereof; NOW, THEREFORE, the County and the District, for and in consideration of the mutual promises and agreements herein contained, do agree as follows: Section 1 . Definitions. Unless the content otherwise requires, the terms defined in this Section 1 shall for all purposes of this Agreement have the meanings herein specified. Authority. The term "Authority" shall mean the Contra Costa Education Center Authority created by this Agreement. Board. The term "Board" shall mean the governing board of the Authority. 1971 Project. The term "1971 Project" shall mean a six story building of approximately 34,300 square feet, to provide a general reception area, a business services area, a computer services area and general administrative area (for the use of the District) and classrooms and seminar rooms, together with offices and equipment storage rooms (fear the use of the County) , together with necessary site development comprising landscaping and parking facilities; all constructed on the Site. County. The term "County" shall mean the County of Contra Costa, a political subdivision of the State of California. District. The term "District" shall mean the Contra Costa Junior College District, a school district organized and existing in the County under the laws of the State of California. 71 / 153 2 Law. The term "Law#° shallmean Articles I and 2 of Chapter 5 of Division 7 of Title l of the Government Code of the State of California, being Sections 65417--6578 thereof. Revenue Bonds . The term "revenue bonds" shall mean revenue bonds of the Authority authorized and issued pursuant to the Law, as provided in this Agreement. Site. The term "Site" shall mean the read property described in Exhibit A to this Agreement, now owned or to be acquired by the District. Section 2. Purpose. This Agreement is made pursuant to the Law and provides for the joint exercise of powers common to the County and the District. The County and the District are each empowered by the laws of the State of California to acquire, construct, maintain, operate and lease public buildings; for their respective purposes. The purpose of this Agreement is to exercise such 'common power to acquire, construct, maintain, operate and lease public buildings by the acquisition, construction, maintenance, operation and leasing of the 1971 Project for the benefit of the County and the District. Such purpose will be accomplished and such common power will be jointly exercised in the manner hereinafter set forth. Section 3. Creation of Authority. There is hereby created pursuant to the Law an agency or public entity to be known as the "Contra Costa Education Center Authority." As provided in the Law, the Authority shall be a public entity separate from the County and the District. 71/ 153 Section 4. Powers. The Authority shall have power to lease the Site from the District and to construct the 1971 Project thereon and to lease all or any portion of the 1971 Project back to the County or to the District, or any combination thereof. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of said powers for said purposes, including but not limited to any or all of the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, manage, maintain and operate any buildings, works or improvements; to acquire, hold or dispose of property, both real 'and personal, to lease all or any portion of the 1971 Project to the County or the District, or any combination thereof, to carry out said public purposes, to sue and be sued in its own name, and to incur debts, liabilities or obligations. No such debt, liability or obligation shall constitute a debt, liability or obligation of the County or the District. Such powers shall be exercised subject only to such restrictions upon the manner of exercising such powers as are imposed upon the District in the exercise of similar powers. Section 5. Termination of Powers. The Authority shall continue to exercise the powers herein conferred upon it until the termination of this Agreement or until the County and the District shall have mutually rescinded this Agreement, except that if any of the revenue bonds are actually issued and delivered then in no event shall this Agreement be terminated until all of the revenue bonds and the interest thereon shall have been paid or provision for such payment shall have been made. 71 /153 Section 6. Board. The Authority shall be administered by the Board, which shall consist of three members, each serving in his individual capacity as a member of the Board. Two members of the Board shall be appointed by the Governing Board of the District (not more than one of whom may be a member of said Governing Board) , and one member of the Board shall be appointed by the Board of Supervisors of the County. One of the members of the Board initially appointed by the Governing Board of the District shall be appointed for a term of office of two years, and the other member so appointed shall be appointed for a term of office of four years. The member of the Board appointed by the Board of Supervisors of the County shall be appointed for a term of office of four years. All such initial terms of office shall commence as of January 1 , 1971 , and shall expire on the applicable December 31 . All terms of office after such initial terms of office shall be for four years , commencing on the applicable January 1 and terminating on the applicable December 31 . The term of office of any member of the Board may be terminated at any time by a majority vote of the body which appointed such member. No member of the Board shall receive any compensation for serving as such member. Any vacancy on the Board shall be filled by selection in the same manner as the initial member for such vacant term was selected. Section Z. Officers. The Board shall elect a president of the Authority from among its members, and shall appoint a secretary of the Authority who may, but need not, be a member of the Board. The Board shall have the power to appoint such other officers and employees as it may deem necessary. The Treasurer and the Auditor of the County are hereby designated treasurer and auditor, respectively, of the Authority, and they shall have the 71/ 153 powers , duties and responsibilities specified in Section 6505.5 of the Law; and the Board of Supervisors of the County shall determine the charges to be made against the Authority for the services of the Treasurer and the Auditor of the County in such capacities. The treasurer and auditor of the Authority are hereby designated as the public officers and persons who shall have charge of, handle and have access to the property of the Authority, except as provided in Section 6505.5(b) of the Law with respect to money held by the treasurer; and the County and the District shall require each such public officer and person to file with the Authority an official bond in ars amount to be fixed by, the County and the District. The auditor shall draw warrants to pay demands against the Authority when the demands have been approved by the president and the secretary of the Authority. Section 8. Meetings -of Board. (a) Regular Meetings. The Board shall hold at least one regular meeting each year. The date upon which, and the hour and place at which, each such regular meeting shall be held shall be fixed by resolution of the Board. (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of Section 54956 of the Government Code of the State of California. (c) Legal Notice. All meetings of the Board shall be held subject to the provisions of the laws of the State of California requiring notice of meetings of public bodies to be given. (d) Minutes. The secretary of the Board shall cause minutes of all meetings of the Board to be kept and shall , as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Board and to the District and the County. (e) uorum. A majority of the members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. 71/153 6 Section 9. Fiscal Year. The fiscal year of the Authority shall be the period from July i of each year to and including the following June 30. Section 10. Disposition of Assets. In the event that the revenue bonds are issued as provided in Section 12, then at the end of the term hereof or upon the earlier termination of this Agreement the 1971 Project shall be conveyed to the District, and all other assets, both real and person, of the Authority, including all property acquired as a result of the joint exercise of powers under this Agreement, shall be distributed to the District and shall thereafter remain the sale property of the District. In the event that the revenue bonds are not issued, then all assets of the Authority shall be distributed to the respective grantors or assignors thereof. After the completion of the purpose of this Agreement, any surplus money on hand shall be returned to the County and the District in proportion to the aggregate of the contributions and payments made by them hereunder. Section 11`. Construction of the 1971 Project. The District agrees to prepare the plans and specifications for the 1971 Project. The District agrees that after the plans and specifications for the 1971 Project have been approved by the County, it will provide copies of the same to the Authority, and the Authority shall thereupon seek competitive bids for construction of the 1971 Project in accordance with applicable law. After the Authority has obtained competitive bids for construction of the 1971 Project, the District agrees to seek competitive bids for the leasing of the completed 1971 Project in accordance with applicable law, and to lease the Site to the successful bidder at a rental of one dollar ( 1) per year, and the Authority agrees to bid therefor, based on 71/1 .53 7 k the construction bids that it has received. if the Authority is the lowest bidder therefor, it will construct the 1971 Project on the Site in accordance with said plans and specifications, and lease the 1971 Project to the District in accordance with its bid therefor. if the Authority constructs the 1971 Project, it will employ the District as its agent for the purpose of construction of the 1971 Project, and the District agrees to act as such agent for such purpose. The authority shall pay the costs of construction of the 1971 Project; provided, however, that the Authority shall in no event be liable for payment of any moneys in excess of the amounts available therefor from proceeds of sate of the revenue bands and from any contributions by the County and the District. Section 12. Revenue Bonds. The Authority shall have power to issue revenue bands in accordance with the Law for the purpose of exercising its powers and raising the funds necessary to carry out its obligations under this Agreement; provided, however, that the Authority shall exercise such power to issue revenue bonds only in the principal amount that may be required for construction of the 1971 Project, together with all incidental expenses, and each such issuance of revenue bonds shall be subject to the prior approval of the County and the District. Additional revenue bonds may be issued in order to provide funds to carry out the powers which may be granted to the Authority by an amendment to this Agreement in accordance with Section 20 hereof. Section 13. Lease of 1971 Project to District. The Authority shall lease the 1971 Project to the District and said lease shall constitute the security for any revenue bonds issued by the Authority. Rental payments under such lease shall be at least sufficient 715 4 to pay the principal of and interest on the revenue bonds issued and sold by the Authority to, finance the construction of the 1371 Project, and payment under such lease shall commence on the date of the completion of the 1971 Project and occupancy thereof by the District. Such lease shall terminate at or prior to the termination date of this Agreement. During the term of such lease, the District shall maintain and operate the 1971 Project. Section 14. Subleases and Agreements Between County and District. The County and the District hereby agree that the County shall have the right to and will use during the term of the lease of the 1971 Project approximately 22% of the space and facilities to be provided by the 1971 Project, and that the District will sublease to the County and the County will sublease from the District a portion of the space and facilities of the 1971 Project in order to permit the County to avail itself of such capacity in the 1971 Project. Section 15. Additional Projects, The County and the District by amendment to this Agreement, may empower the Authority to acquire, construct, maintain, operate or lease other projects in addition to the 1971 Project. Section Ib. Accounts, Reports and Audits. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of the resolution of the Authority securing its revenue bonds. The books and records of the Authority shall be open to inspection at all reasonable times to the County and the District and their representatives. 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 County and to the District. The auditor of the Authority shall prepare and maintain such accounts and reports, and shall keep copies on file in his office. 9 The auditor shall either make or contract with a certified public accountant or public accountant to make an annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code of the State of California and shall conform to generally accepted auditing standards. When such an audit of an account and records is made by a certified public accountant or public accountant, a report thereof shall be filed as a public record with the County and the District and also with- the County Auditor of the County. Such report shall be filed within 12 months of the end of the fiscal year under examination. Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose. In any year in which the annual budget of the Authority does not exceed five hundred dollars ($500) , the Board may, by unanimous vote and subject to the approval of the County and the District, replace the annual special audit with an audit covering a two-year period. The District, during any construction work herein referred to, shall maintain appropriate books, records, accounts and files, all of which shall be open to inspection by the Authority and the District and their respective representatives. All the books, records, accounts and files referred to in this section shall be open to the inspection of holders of revenue bonds to the extent and in the manner provided in the resolution or resolutions providing for the issuance of the revenue bonds. 71/ 153 10 Section 1-.. Breach. if default shall be made by the County or the District in any covenant contained in this Agreement, such default shall not excuse either the County or the District from fulfilling its obligations under this Agreement and the County and the District shall continue to be liable for the payment of contributions and the performance of all conditions herein contained. The County and the District hereby declare that this Agreement is entered into for the benefit of the Authority created hereby and the County and the District 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 18. Severability. Shouldany part, term, or provision of this Agreement be by the courts decided to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual , the validity of the remaining portions or provisions shall not be affected thereby. Section 19. Successors; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. Except to the extent expressly provided herein, neither party may assign any right or obligation hereunder without the consent of the other. Section 20. Amendments. This agreement may be amended by supplemental agreement executed by the District and the County. 7 ll Section 2;.1. . Term. This Agreement shall become effective as of the date hereof and shall continue in full farce and effect until July 1 , 2010, or until such time as all of the revenue bonds and the interest thereon shall have been paid in full (or adequate prevision for such payment shall have been made) , or the lease of the 1971 Project from the Authority to the District shall have been terminated, whichever period is longer; provided, however, that this Agreement shall terminate on July 1, 1974, in the event that none of the revenue bonds shall have been issued ,and sold on or before such date. Section 22. Section Headings. All section headings contained herein are for convenience or reference only and are not intended to define or limit the scope of any provision of this 'Agreement 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. CONTRA COSTA,MJUN l OR COLLEGE-D-MR 1 CT By ` r s ILL (SEAL) resident of the Board of Trustees ATTEST: Secretary of t .e Board of Trustees COUNTY OF CONTRA COSTA Y (SEAL) Ch ' rman, Board of per is rs ATTEST: 171/13 Clerk, Board of uperv1sors 12 That parcel of land in the City of Martinez, County of Contra Costa, Stats of California, described as follows: Block 330 and a portion of Las Juntas Street, as designated on the Additional Survey, Town of Martinez, as per reap of record in the office of the Recorder of the County of Contra Costa, described as follows: Beginning on the southwest line of said Court Street, at the most northerly corner of said Block. 330; thence from said point of beginning southeasterly, along said Court Street, 202.26 feet, to the northwest line of Escobar Street, as designated on said map; thence southwesterly, along ,said Escobar Street, 205.22 feet to the southwest line of said Las Juntas Street; thence north- westerly, along said southwest line, 200.34 feet to the southeast line of Marina Vista, formerly Howard Street, as designated on said map; thence north- easterly, along said southeast line, 1$3.74 feet, to the point of beginning. EXHIBIT A 7 ,/+