ASSOCIATE MEMBERSHIP AGREEMENT

by and between the

INDEPENDENT CITIES LEASE FINANCE AUTHORITY

and the

COUNTY OF SAN MATEO, CALIFORNIA

 

THIS ASSOCIATE MEMBERSHIP AGREEMENT, dated as of April 6, 2004, by and between THE INDEPENDENT CITIES LEASE FINANCE AUTHORITY (the "Authority") and the COUNTY OF SAN MATEO, duly organized and existing under the laws of the State of California (the "County");

 

WITNESSETH:

WHEREAS, certain cities of the State of California (collectively, the "Members") have entered into a Joint Powers Agreement Creating the Independent Cities Lease Finance Authority (the "Agreement"), establishing the Authority and prescribing its purposes and powers, and providing, among other things, for associate members of the Authority (an "Associate Member");

WHEREAS, the Authority has been formed for the purpose, among others, of assisting its Members and Associate Members in the raising of capital to finance the capital improvement needs of Local Agencies (as defined in the Joint Powers Agreement), to provide for home mortgage financing with respect to those Members or Associate Members that are either a city or a county of the State of California, to provide financing in connection with the improvement, construction, acquisition, creation, rehabilitation and preservation of affordable housing within the boundaries of the Members and Associate Members, and to provide financing in accordance with the provisions of applicable law in connection with other projects and programs that are in the public interest and which benefit Members and Associate Members including making loans to tax-exempt organizations from the proceeds of mortgage revenue bonds to finance the acquisition of multi-family rental housing, including mobilehome parks, under the provisions of Chapter 8 of Part 5 of Division 31 (commencing with Section 52100) of the Health and Safety Code (the "Nonprofit Financing Law");

WHEREAS, the County desires to become an Associate Member of the Authority;

WHEREAS, the Board of Directors of the Authority has determined that the County should become an Associate Member of the Authority;

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Authority and the County do hereby agree as follows:

Section 1. Associate Member Status. The County 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 County and the Authority, the County shall be and remain an Associate Member of the Authority.

Section 2. Restrictions and Rights of the County. The County 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 Authority. In addition, no officer, employee or representative of the County shall have any right to become an officer or director of the Authority.

Section 3. No Obligations of the County. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the County.

Section 4. Indemnification by Owner. The Authority shall ensure that the legal documents relating to any bonds issued to finance projects within the jurisdiction of the County shall provide that the owner of any such project shall indemnify, hold harmless and defend the County and each of its officers, officials, employees and agents from any and all loss, liability, fines, penalties, forfeitures, costs, expenses and damages (whether imposed by statute, in contract, tort or strict liability) incurred by the County and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses) arising or alleged to have arisen directly or indirectly out of performance by the County of this Agreement.

Section 5. Execution of the Agreement. Execution of this Associate Membership Agreement shall satisfy the requirements of Article 27 of the Agreement and Article XI of the Bylaws of the Authority for participation by the County in all programs and other undertakings of the Authority, including, without limitation, any Home Mortgage Financing Program (as defined in the Agreement), any financing under the Nonprofit Financing Law, any undertaking to finance the acquisition, construction, installation and/or equipping of public capital improvements, and any other financing program.

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.

 

INDEPENDENT CITIES LEASE FINANCE AUTHORITY

 

By:_________________________________

 

Title:________________________________

Attest:

 

____________________________

Secretary

 
 

COUNTY OF SAN MATEO, CALIFORNIA

 

By:_________________________________

 

Title:________________________________

Attest:

 

____________________________

    Clerk of the Board