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Tab_E-3$11,230.000 ROSEMEAD COIM ICNITY DV\ ELOP'\tLNT CW1,NIISSION ROSEMtF AD Nil-'RGED PROJECT ARE 1. TA\ ALLOCATION BONDS, SUAM-.S 2010A CFRTIFICATEOFSF:CRETARYOFTHE ALTHORIIY RF:G:kRDING R)IN'IE\I-:RCLSE OF PON\ FRS .kGREF:NIENT The urtcler~l~~neei hcicb} ~tLite~ an(l ,:ci'tiies: (a) thw the undersigned is the duly appointed, qualified and acting Secretary of the Rosemead Finarncin-, Authority, a joint powers authority organized and under the laws of the State of Calil'ornla (the "Authority") and as such, is familiar with the ;acts herein certified and is authorized and qualified to certify the same; and (b) that attached hereto is a true, correct and complete copy of the Joint Exercise of Powers Agreement, dated as of February 1, 2006 (the "Agreement"), by and between the City of Rosemead and the Rosemead Community Development Commission, and that said Agreement has not been amended, modified or rescinded, and the same is now in full force and effect. Dated: July 15, 2010 Gloria Molleda, Secretary of the Rosemead Financing Authority JOINT EXERCISE OF POWERS AGREEMENT by and between CITY OF ROSEMEAD and ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION Dated as of February 1, 2006 DOCSLA1:509439.2 41555-8 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II GENERAL PROVISIONS 2 Section 2.01 Purpose 2 Section 2.02 Creation of Authority 3 ARTICLE III BOARD OF DIRECTORS 3 Section 3.01 Board of Directors 3 Section 3.02 Powers 3 Section 3.03 Compensation 3 Section 3.04 Meetings of the Board of Directors 3 ARTICLE IV OFFICERS, EMPLOYEES AND AGENTS 4 Section 4.01 Officers 4 Section 4.02 Designation of Officers 4 Section 4.03 Subordinate Officers 5 Section 4.04 Executive Director 5 Section 4.05 Treasurer 5 Section 4.06 Secretary 5 Section 4.07 Authority Counsel 5 Section 4.08 Assistant Officers 5 Section 4.09 Employees, Agents and Independent Contractors 6 Section 4.10 Privileges and Immunities; No Employment by City or Commission 6 ARTICLE V POWERS 6 Section 5.01 General Powers 6 Section 5.02 Power to Issue Revenue Bonds 6 Section 5.03 Specific Powers 6 Section 5.04 Manner of Exercising Powers 8 Section 5.05 Non-Liability For Obligations of Authority 8 Section 5.06 Indemnity by Authority for Litigation Expenses of Officer, Director or Employee 8 Section 5.07 Execution of Contracts 8 DOCSLA1:509439.2 -i- 41555-8 TABLE OF CONTENTS (continued) Page Section 5.08 Fiscal Year ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS. Section 6.01 Contributions Section 6.02 Accounts and Reports Section 6.03 Funds ARTICLE VII TERM; DISSOLUTION Section 7.01 Term Section 7.02 Termination ARTICLE VIII MIS CELLANEOUS PROVISIONS Section 8.01 Notices Section 8.02 Section Headings Section 8.03 Law Governing Section 8.04 Amendments Section 8.05 Enforcement by Authority Section 8.06 Counterparts Section 8.07 Successors 8 9 9 9 9 10 10 10 10 10 ..................10 10 10 11 11 11 DOCSLAI :509439.2 -11- 41555-8 JOINT EXERCISE OF POWERS AGREEMENT THIS JOINT EXERCISE OF POWERS AGREEMENT (this "Agreement"), dated as of February 1, 2006, is by and between the CITY OF ROSEMEAD, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), and the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a public body, corporate and politic organized and existing under and by virtue of the laws of the State of California (the "Commission"). WITNESSETH: WHEREAS, agencies formed under the Joint Exercise of Powers Act, Section 6500 et seq. of the California Government Code (the "Joint Powers Act"), are permitted to provide financing for any of their members or other local public agencies in the State of California in connection with the acquisition, construction and improvement of public capital improvements or working capital requirements of such members or other local agencies; and WHEREAS, the City and the Commission desire to form an Authority under the Joint Powers Act, to be known as the Rosemead Financing Authority, for the purpose of providing an entity which can assist in providing financing for purposes which are authorized under the Joint Powers Act; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the City and the Commission 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 shall, for the purposes hereof, have the meanings herein specified. "Agreement" means this Joint Exercise of Powers Agreement, as originally executed and as it may from time to time be amended in accordance with the provisions hereof. "Authority" means the Rosemead Financing Authority, a joint exercise of powers agency organized and existing under and by virtue of the laws of the State of California, established pursuant to Section 2.02 hereof. "Board of Directors" means the Board of Directors of the Authority. "Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985 (Article 4 of the Joint Powers Act), as now in effect or hereafter amended, Article 2 of the Joint Powers Act, as now in effect or hereafter amended, or any other law available for use by the Authority in the authorization and issuance of bonds to provide for the financing of Obligations and/or Public Capital Improvements. DOCSLAI :509439.2 41555-8 "Bond Purchase Agreement" means an agreement between the Authority and a Local Agency, pursuant to which the Authority agrees to purchase Obligations from a Local Agency. "City" means the City of Rosemead, a municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California. "Commission" means the Rosemead Community Development Commission, a public. body, corporate and politic organized and existing under and by virtue of the laws of the State of California.` "Fiscal Year" means the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year. "Joint Powers Act" means the Joint Exercise of Powers Act, Section 6500 et seq. of the California Government Code. "Local Agency" means the City, the Commission or any other city, county, city and county, authority, district or public corporation of the State of California. "Obligations" has the meaning ascribed to the term "Bonds" in Section 6585(c) of the Joint Powers Act. "Public Capital Improvements" has the meaning ascribed to such term in Section 6585(g) of the Joint Powers Act. "Revenue Bonds" means bonds, commercial paper, floating rate and variable maturity securities, and any other evidences of indebtedness of the Authority and also includes certificates of participation and lease purchase agreements. "Working Capital Requirements" means the requirements of any Local Agency for funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local Agency may borrow money pursuant to Section 53852 of the California Government Code. ARTICLE II GENERAL PROVISIONS Section 2.01 Purpose. This Agreement is made pursuant to the Joint Powers Act providing for the joint exercise of powers common to the City and the Commission, and for other purposes as permitted under the Joint Powers Act and the Bond Law. The purpose of this Agreement is to provide for the financing or refinancing of Public Capital Improvements for, and Working Capital Requirements of, any Local Agency through the acquisition by the Authority of such Public Capital Improvements, the purchase by the Authority of Obligations of any Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Local Agency or the entering into of contractual arrangements by the Authority with a Local Agency. Section 2.02 Creation of Authority. Pursuant to the Joint Powers Act, there is hereby created a public entity to be known as the "Rosemead Financing Authority". The Authority shall DOCSLA1:509439.2 41555-8 2 be a public entity separate and apart from the City and Commission, and shall administer this Agreement. ARTICLE III BOARD OF DIRECTORS Section 3.01 Board of Directors. The Authority shall be administered by the Board of Directors, which shall be comprised of five members, unless and until changed by amendment of this Agreement. Each member of the City Council shall be a member of the Board of Directors. The Board of Directors shall always consist of the persons then serving as members of the City Council, and each person who, currently or in the future, serves as a member of the City Council shall serve, during the period in which he or she serves in such capacity, as a member of the Board of Directors. Each member shall assume membership on the Board of Directors upon his or her becoming a member of the City Council, without any further act by any person, body or entity. Each member shall hold membership on the Board of Directors until the expiration of his or her term as a member of the City Council, or until he or she resigns, is removed or for any other reason no longer serves as a member of the City Council, without any further act by any person, body or entity. The Mayor of the City shall be Chairperson of the Board of Directors and such Chairperson shall preside at all meetings of the Board of Directors. The Mayor Pro Tempore of the City shall be the Vice Chairperson of the Board of Directors and such Vice Chairperson shall preside at meetings of the Board of Directors during the absence or disability of the Chairperson. Section 3.02 Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of the Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board of Directors of the Authority. Section 3.03 Compensation. Members of the Board of Directors shall serve without compensation. Section 3.04 Meetings of the Board of Directors. (a) Call, Notice and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, Section 54950 et seq. of the California Government Code. (b) Regular Meetings. Regular meetings of the Board of Directors shall be held at such time as the Board of Directors may fix by resolution from time to time, and if any day so fixed shall fall upon a legal holiday then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board of Directors need be given to the members of the Board of Directors. DOCSLA1:509439.2 41555-8 3 (c) Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of the Board of Directors, the Executive Director of the Authority or by a majority of the members of the Board of Directors. (d) Quorum. A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. Every act or decision done or made by a majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. ARTICLE IV OFFICERS, EMPLOYEES AND AGENTS Section 4.01 Officers. The officers of the Authority shall be an Executive Director, a Treasurer, a Secretary and such other officers as the Board of Directors may appoint. Section 4.02 Designation of Officers. The City Manager of the City shall be the Executive Director of the Authority. The Executive Director of the Authority shall always be the person then serving as City Manager of the City, and each person who, currently or in the future, serves as City Manager of the City shall be, during the period in which he or she serves in such capacity, Executive Director of the Authority. A person shall become Executive Director of the Authority upon his or her becoming City Manager of the City, without any further act by any person, body or entity. A person shall serve as Executive Director of the Authority until he or she resigns, is removed or for any other reason no longer serves as City Manager of the City, without any further act by any person, body or entity. . The Finance Director of the City shall be the Treasurer of the Authority. The Treasurer of the Authority shall always be the person then serving as Finance Director of the City, and each person who, currently or in the future, serves as Finance Director of the City shall be, during the period in which he or she serves in such capacity, Treasurer of the Authority. A person shall become Treasurer of the Authority upon his or her becoming Finance Director of the City, without any further act by any person, body or entity. A person shall serve as Treasurer of the Authority until he or she resigns, is removed or for any other reason no longer serves as Finance Director of the City, without any further act by any person, body or entity. The City Clerk of the City shall be the Secretary of the Authority. The Secretary of the Authority shall always be the person then serving as City Clerk of the City, and each person who, currently or in the future, serves as City Clerk of the City shall be, during the period in which he or she serves in such capacity, Secretary of the Authority. A person shall become Secretary of the Authority upon his or her becoming City Clerk of the City, without any further act by any person, body or entity. A person shall serve as Secretary of the Authority until he or she resigns, is removed or for any other reason no longer serves as City Clerk of the City, without any further act by any person, body or entity. Section 4.03 Subordinate Officers. The Board of Directors appoint such officers other than those hereinabove mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are DOCSLA1:509439.2 41555-8 4 provided in this Agreement, or as the Board of Directors from time to time may authorize or determine. Section 4.04 Executive Director. The Executive Director shall be the chief executive officer of the Authority and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Authority. He or she shall be an ex officio member of all standing committees, and shall have the general powers and duties of management of the Authority and shall have such other powers and duties as may be prescribed by the Board of Directors or this Agreement. Section 4.05 Treasurer. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depository of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Act. The Treasurer is hereby designated as controller of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Act. The controller of the Authority shall draw checks to pay demands against the Authority when the demands have been approved by the Authority. The City shall determine the charges to be made against the Authority for the services of the Treasurer. The Treasurer 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 $5,000, as required by Section 6505.1 of the Joint Powers Act. Such bond may be maintained as a part of or in conjunction with any other bond maintained on such person.by the City, it being the intent of this Section not to require duplicate or overlapping bonding requirements from those bonding requirements which are otherwise applicable to the City. Section 4.06 Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office of the Authority or at such other place as the Board of Directors may order, of all meetings of the Board of Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board of Directors meetings and the proceedings thereof. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors, shall keep the Authority records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or this Agreement. Section 4.07 Authority Counsel. The City Attorney of the City shall serve as Authority Counsel. Section 4.08 Assistant Officers. The Board of Directors may appoint such assistants to act in the place of the Treasurer, Secretary or other officers of the Authority as the Board of Directors shall from time to time deem appropriate. Section 4.09 Employees, Agents and Independent Contractors. The Board of Directors shall have the power to engage such employees as may be necessary or appropriate for the purposes of this Agreement. The Board of Directors shall also have the power to engage DOCSLA1:509439.2 41555-8 5 such agents and independent contractors as may be necessary or appropriate for purposes of this Agreement. Section 4.10 Privileges and Immunities; No Employment by City or Commission. 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 a public 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, employees, agents or independent contractors employed or engaged by the Authority shall be deemed, by reason of his or her employment or engagement by the Authority to be employed or engaged by the City or the Commission or, by reason of his or her employment or engagement by the Authority, to be subject to any of the requirements of the City or the Commission. ARTICLE V POWERS Section 5.01 General Powers. The Authority shall exercise in the manner herein provided the powers common to the City and the Commission, or as otherwise permitted under the Joint Powers Act, and necessary to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 5.04 hereof. As provided in the Joint Powers Act, the Authority shall be a public entity separate from the City and the Commission. The Authority shall have the power to finance or refinance Public Capital Improvements for, and Working Capital Requirements of, any Local Agency through the acquisition by the Authority of such Public Capital Improvements, the purchase by the Authority of Obligations of any Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Local Agency or the entering into of contractual arrangements by the Authority with a Local Agency. Section 5.02 Power to Issue Revenue Bonds. The Authority shall have all of the powers provided in the Joint Powers Act, including Article 4 of the Joint Powers Act, and including the power to issue Revenue Bonds under the Bond Law. Section 5.03 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 Public Capital Improvement, including the common power of the City and the Commission to acquire any Public Capital Improvement other than by the power of eminent domain; DOCSLA1:509439.2 41555-8 6 (d) to sue and be sued in its own name; (e) to issue Revenue Bonds and otherwise to incur debts, liabilities or obligations, provided that no such Revenue Bond, debt, liability or obligation shall constitute a debt, liability or obligation of the City or the Commission; (f) 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 of California; (g) to invest any money in the treasury pursuant to Section 6505.5 of the Joint Powers 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 California Government Code; (h) to apply for letters of credit or other form of financial guarantees in order to secure the repayment of Revenue Bonds and enter into agreements in connection therewith; (i) to carry out and enforce all the provisions of this Agreement; 0) to make and enter into Bond Purchase Agreements; (k) to purchase Obligations of any Local Agency; (1) to engage the services of private consultants to render professional and technical assistance and advice in carrying out the purposes of this Agreement; (m) as provided by applicable law, to employ and compensate bond counsel, financial consultants, and other advisers determined necessary by the Authority in connection with the issuance and sale of any Revenue Bonds; (n) to contract for engineering, architectural, accounting, or other services determined necessary by the Authority for the successful development of a Public Capital Improvement; (o) to pay the reasonable costs of consulting engineers, architects, accountants, and construction, land-use, recreation, and environmental experts employed by any sponsor or participant if the Authority determines those services are necessary for the successful development of Public Capital Improvements; (p) to take title to, and sell by installment sale or otherwise, lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and other interests in lands which are located within the State of California which the Authority determines are necessary or convenient for the financing or refinancing of Public Capital Improvements, or any portion thereof, (q) to lease to, and to lease from, a Local Agency lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and other interests in lands which are located within the State of California which the Authority determines are necessary or DOCSLA1:509439.2 41555-8 7 convenient for the financing or - refinancing of Public Capital Improvements, or any portion thereof, and (r) to exercise any and all other powers as may be provided in the Joint Powers Act. Section 5.04 Manner of Exercising Powers. The powers of the Authority shall be exercised in the manner provided in the Joint Powers Act and shall be subject (in accordance with Section 6509 of the Joint Powers Act) to the restrictions upon the manner of exercising such powers of the City. Section 5.05 Non-Liability For Obligations of Authority. The debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of the City or the Commission. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Section 5.06 Indemnity by Authority for Litigation Expenses of Officer, Director or Employee. Should any director, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a director, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity for such persons reasonable expenses, including attorneys' fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys' fees, incurred in the defense of the proceeding. Section 5.07 Execution of Contracts. The Board of Directors may authorize any officer, employee or agent of the Authority, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authority may be in general or confined to specific instances and unless so authorized by the Board of Directors, no such officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Section 5.08 Fiscal Year. The Fiscal Year of the Authority shall, unless and until changed by the Board of Directors, commence on the lst day of July of each year and shall end on the 30th day of June of the next succeeding year. DOCSLA1:509439.2 41555-8 ARTICLE VI CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS Section 6.01 Contributions. The City and the Commission 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 their personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the California Government Code are hereby incorporated into this Agreement. Section 6.02 Accounts and Reports. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of the Authority shall be open to inspection at all reasonable times by the City and the Commission and their representatives. The Authority shall give an audited written report of all financial activities for each Fiscal Year to the City and the Commission within 210 days after the close of each Fiscal Year. The Treasurer, as controller of the Authority, 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 record is made by a certified public accountant or public accountant, a report thereof shall be filed as public records with the City and the Commission and with the county auditor of Los Angeles County, and shall be sent to any public agency or person in the State of California that submits a written request to the Authority. Such report shall be filed within 12 months of the end of the Fiscal Year under examination. By unanimous request of the Board of Directors, the annual special audit may be replaced with an audit covering a two-year period. 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. Section 6.03 Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee or other fiscal agent to receive, have custody of and disburse Authority funds, the 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. DOCSLA 1:509439.2 41555-8 9 ARTICLE VII TERM; DISSOLUTION Section 7.01 Term. This Agreement shall become effective, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement shall thereafter continue in full force and effect until terminated pursuant to Section 7.02 hereof. Section 7.02 Termination. This Agreement may be terminated by agreement of the City and the Commission; provided, however, that this Agreement shall not be terminated so long as Revenue Bonds of the Authority are outstanding or so long as the Authority is a party to any material contract remaining in effect. Upon termination of this Agreement, the Authority shall be dissolved and, after payment or provision for payment of all debts and liabilities, the assets of the Authority shall be distributed to the City and the Commission in such manner as shall be agreed upon by the City and the Commission. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.01 Notices. Notices hereunder shall be in writing and shall be sufficient if delivered to the address of each party hereto set forth below or at such other address as is provided by a party hereto in writing to the other party hereto. City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 Attention: City Manager Rosemead Community Development Commission 8838 E. Valley Boulevard Rosemead, California 91770 Attention: Executive Director Section 8.02 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 8.03 Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 8.04 Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Revenue Bonds issued by the Authority or the owners of certificates of participation in payments to be made by the Authority, the City, the Commission or a Local Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more amendments executed by the City and the DOCSLA1:509439.2 41555-8 10 Commission either as required in order to carry out any of the provisions of this Agreement or for any other purpose. Section 8.05 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 8.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Agreement. Section 8.07 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the City and the Commission. No party hereto may assign any right or obligation hereunder without the written consent of the other party hereto. DOCSLA1:509439.2 41555-8 11 IN WITNESS WHEREOF, the parties hereto have caused this Joint Exercise of Powers Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first written above. ATTEST: City Clerk ATTEST: ALN--a- lto~u& Secretary APPROVED AS TO FORM: CITY OF ROSEMEAD By: ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION By Authori d Officer By: City Attorney DOCSLA1:509439.2 41555-8 12