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2012 Jacqueline Cochran Regional Airport - JPA Amendment 2SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT CREATING A REGIONAL AIRPORT AUTHORITY TO BE KNOWN AS JACQUELINECOCHRAN REGIONAL AIRPORT AUTHORITY Revised: September 19, 2012 SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT CREATING THE JACQUELINE COCHRAN REGIONAL AIRPORT AUTHORITY THIS SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT CREATING THE JACQUELINE COCHRAN REGIONAL AIRPORT AUTHORITY ("Second Amended Agreement") is made by and among the CITIES OF COACHELLA, INDIAN WELLS, INDIO, LA QUINTA, PALM DESERT (hereinafter sometimes referred to as "Cities"), the TORRES MARTINEZ DESERT CAHUILLA INDIANS, a member of the Four Winds Coalition, (hereinafter sometimes referred to as "Tribe") and the COUNTY OF RIVERSIDE (hereinafter sometimes referred to as "County"). Cities, Tribe and County are hereafter sometimes referred to as "the Parties". WITNESSETH WHEREAS, the Cities and County have met and discussed the present and future use of the Jacqueline Cochran Regional Airport (hereinafter referred to as "Airport"), including the impacts associated therewith upon the Coachella Valley; and WHEREAS, such impacts relate to social and economic needs as well as future transportation needs necessary to adequately accommodate the air traveling public; and WHEREAS, the Coachella Valley Enterprise Zone surrounding Airport was designated by the State of California as an area in need of economic and social development; and WHEREAS, the successful development of the Coachella Valley Enterprise Zone is largely dependent upon activities and improvements at the Airport; and WHEREAS, it is the intent and desire of the Parties to enter into this Second Amended Agreement to establish a regional airport public entity, separate and apart from the Parties, as hereinafter described and set forth, which entity shall then set about the task of accomplishing the general purposes of this Second Amended Agreement in a manner most capable of promoting the greatest public good and welfare; and WHEREAS, the future development of private and public improvements within and surrounding Jacqueline Cochran Regional Airport is critical with respect to the social, economic and transportation needs referred to hereinabove; and WHEREAS, the regional airport entity proposed by this Second Amended Agreement shall advise the Riverside County Board of Supervisors in regard to land use matters within its boundaries; and Page 1 of 17 WHEREAS, the Parties each have the power to establish a planning agency necessary to carry out the purposes set forth in Title 7 of the Government Code of the State of California (commencing with Section 65000) hereinafter referred to as 'The Act', and in connection therewith, to establish a planning commission to perform functions as set forth in Section 65103 of the Government Code; and WHEREAS, as of January 21, 1994, the Cities and County entered into a certain agreement entitled Joint Powers Agreement creating a Regional Airport Authority to be known as the Coachella Valley Regional Airport Authority (the "Original Agreement'); and WHEREAS, as , of February 17, 1999, pursuant to Section 4(c) of the Original Agreement, the Cities and County amended and restated the Original Agreement which is known as the Amended and Restated Joint Powers Agreement creating a Regional Airport Authority to be known as the Desert Resorts Regional Airport Authority (the "Amended and Restated Agreement'); and WHEREAS, pursuant to Section 4(c) of the Amended and Restated Agreement, the Cities and County desire to amend and restate both the Original Agreement and Amended and Restated Agreement to read as set forth herein; and WHEREAS, on September 19, 2012, the Cities and County unanimously and orally approved this Second Amended Agreement; and WHEREAS, this Second Amended Agreement will become effective upon the date this Second Amended Agreement, having first been signed by all the Parties, is signed by the Chairman of the Board of Supervisors of the County of Riverside (the "Effective Date"). NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereinafter stated the Original Agreement and the Amended and Restated Agreement are hereby amended and restated in their entirety, to read, and, the Parties agree as follows: Section 1. Puroose: (a) This Second Amended Agreement (hereinafter now referred to as the "Agreement") is made under the provision of the Act and is made for the express purpose of forming a Jacqueline Cochran Regional Airport Authority (hereinafter referred to as "Authority") capable of exercising independent powers, separate and apart from the Parties which constitute the Authority. The Authority is to 1) engage in the master planning of Jacqueline Cochran Regional Airport and its environs as an advisory body to the Riverside County Board of Supervisors, and 2) to promote the economic development of the Airport and the surrounding area. The Authority shall exercise its powers within the geographical area set forth in Exhibit "A", which exhibit is attached hereto and by this reference made a part of this Agreement. Page 2 of 17 (b) The purposes of this Agreement shall be accomplished and said powers exercised in the manner hereinafter set forth subject, however, to such restrictions as are applicable to County in its manner of exercising such powers, as required by Section 6509 of the Government Code. Section 2. Creation of the Authority: Pursuant to the Act, there is hereby created a public entity to be known as the "Jacqueline Cochran Regional Airport Authority". Section 3. Term: The Effective Date of this Agreement shall commence upon approval and signature of this Agreement by County, Cities and the Tribe and upon signature of the Chairman of the Board of Supervisors of the County of Riverside and shall continue for so long as is necessary to carry out the purposes of this Agreement or until terminated as provided hereinafter. Section 4. Termination and Amendments: (a) Any Party to this Agreement shall have the right to withdraw from this Agreement and may exercise its right to do so by giving all the other Parties and the Authority ninety (90) days prior written notice of the effective date of such withdrawal; this Agreement shall be deemed automatically amended to reflect the deletion of such Party from this Agreement. The County, however, shall have the right to terminate this Agreement in the event of the withdrawal of, or notice thereof by, any City or Tribe which is a Party to this Agreement and such right shall be exercised by giving the Cities and/or Tribe ninety (90) days prior written notice thereof. This Agreement shall terminate upon the effective date of such withdrawal. (b) Subject to County's rights of termination contained in Section 4 (a) above, the Parties may terminate this Agreement by their unanimous written consent. (c) The Parties may amend this Agreement by their unanimous written consent, and such right to amend may include, without limitation: (1) the addition of a public entity, quasi - public entity or tribal government as a Party to this Agreement, (2) a change in the term of this Agreement, or (3) a change to any substantive provision of this Agreement in accordance with applicable laws. (d) If this Agreement is terminated, any property acquired pursuant to this Agreement, including without limitation, surplus money on hand, materials and equipment, and which is not by law or contract to be distributed in a different manner, shall be divided and distributed in proportion to the contributions made to the Parties. Section 5. Powers and Duties of the Authority: The Authority shall implement the purpose to act as a planning commission, an advisory body to the County Board of Supervisors, as more specifically set forth in Section 1 above, by Page 3 of 17 doing all acts necessary or convenient in connection therewith to include, without limitation, the following: a) To make and enter into contracts, agreements and documents, including without limitation, agreements with any one or more of the Parties; b) To employ agents, servants and employees; c) To acquire, hold and dispose of personal property; d) To accept gifts, contributions and donations of personal property, funds, services and forms of assistance from individuals, public entities and private entities; e) To sue and be sued in its own name; f) To apply for and receive any available state and/or federal grants; g) To levy and collect fees and charges to finance the cost and expenses incidental to the purpose of the Authority; h) To employ legal counsel; i) To adopt a budget; j) To establish a Treasury for the deposit and disbursement of funds and monies in accordance with the policies and procedures set forth in this Agreement. k) To invest any money held in the Treasury that is not required for immediate necessities of the Authority, if the Authority determines it is advisable, in the same manner and upon the same conditions as local agencies pursuant to Sections 6509.5 and 53601 of the Government Code. The listing of the above acts is not intended to indicate any priority of one act over another, nor is such listing intended to be inclusive, and other acts may be done in the accomplishment of the purpose of this Agreement as are authorized. One or several acts may take place concurrently or in sequence. Section 6. Organization: (a) In order to effectuate the purpose of this Agreement and the powers and duties in connection therewith as set forth in Sections 1 and 5 above, respectively, there is hereby established the Jacqueline Cochran Regional Airport Authority ("Authority"), which shall be the governing body and exercise the powers of the Authority subject to the provisions of this Agreement. (b) The Authority shall initially be composed of the Parties to this Agreement. Each Party to this Agreement shall be represented by one (1) member ("Member"), with each Member being entitled to one (1) vote. Each Party may also appoint one alternate ("Alternate") to act in a Member's absence. Page 4 of 17 Section 7. Designation of Member and Alternates: (a) The governing body of each Party to this Agreement shall appoint by resolution its Member and Alternate to the Authority. Each Member and Alternate must hold an elective office on the respective governing body appointing such Member. Alternates must be provided by their respective governing bodies the authority to fully act in a Member's absence. The Member for the County shall be the Supervisor of District IV and the Alternate shall be the Supervisor of District III. (b) Members and Alternates shall serve on the Authority during the term from which they were appointed or until their successor has been appointed or their appointment has been revoked, whichever is earlier, provided, however, a Member's and Alternate's position on the Authority shall automatically terminate if and when the term of the elected public office of such Member along with their Alternate is terminated. When a vacancy occurs, it shall be the duty of the respective Party having the vacancy to promptly inform the Authority of the name of the replacement Member and Alternate. (c) The Members of the Authority may, by a majority vote, offer non -voting ex- officio membership to other governmental entities, public entities, quasi -public entities or tribal governments. Any memberships thus offered shall be appointed according to the procedures outlined in Section 7(b). Section 8. Quorum: The presence of a majority of the Members of the Authority shall constitute a quorum for the conduct of Authority business. A majority vote of a quorum shall be necessary for the transaction of business or for the approval of any matter. Adjournment of a meeting shall only require a majority vote of those present. No proxy or absentee voting shall be permitted. (a) The Authority shall establish the time and place for its regular and special meetings. The dates, hour and location of regular meetings shall be fixed by resolution of the Authority and a copy of such resolution shall be filed with the governing body of each of the Parties. Special meetings and adjourned meetings may be held as required or permitted by law. (b) All meetings of the Authority, including without limitation, regular, special and adjourned meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code). Section 9: Officers: (a) The Authority shall elect a Chairperson and a Vice -Chairperson at its first meeting, and at the first meeting held in each succeeding fiscal year, the Authority shall elect or Page 5 of 17 reelect its Chairperson or Vice -Chairperson; provided, however, that the office of Chairperson shall rotate among the Members of the Authority at a minimum of every two (2) years. In the event that the Chairperson or Vice -Chairperson resigns from such office or ceases to be a Member of the Authority, the Authority shall elect a replacement therefor at the next regular meeting of the Authority. In the absence or inability of the Chairperson to act, the Vice - Chairperson shall act as Chairperson. The Chairperson, or in the Chairperson's absence, the Vice -Chairperson, shall preside at and conduct all meetings of the Authority. (b) The Treasurer of County shall be and shall act as the Treasurer of the Authority until the Authority appoints some other person to be treasurer of the Authority. The Treasurer shall have the custody of the Authority money and disburse Authority funds pursuant to the accounting procedures developed in accordance with the provisions of this Agreement, the Act, and with those procedures established by the Authority. The Treasurer shall assume the duties described in Section 6505.5 of the Government Code, namely: receive and receipt for all money of the Authority and place in the Treasury of the Treasurer to the credit of the Authority; be responsible upon an official bond as prescribed by the Authority for the safekeeping and disbursement of all Authority money so held; pay, when due, out of money of the Authority so held, all sums payable, only upon warrants of the officer performing the functions of the Controller who has been designated by the Authority; verify and report in writing on the first day of July, October, January and April of each year to the Authority and to the Parties to the Agreement the amount of money held for the Authority, the amount of receipts since the last report, and the amount paid out since the last report; and perform such other duties as are set forth in this Agreement or specified by the Authority. (C) The Auditor -Controller of the County shall be the Controller of the Authority until the Authority appoints some other person to be controller of the Authority. The Controller shall draw warrants to pay demands against the Authority when such demands have been approved by the Authority or by any other person authorized to so approve such by this Agreement or by resolution of the Authority. The Controller shall perform such duties as are set forth in this Agreement and such other duties as are specified by the Authority. There shall be strict accountability of all funds and reporting of all receipts and disbursements. The Controller shall establish and maintain such procedures, funds and accounts as may be required by sound accounting practices, the books and records of the Authority in the hands of the Controller shall be open to inspection at all reasonable times by representatives of the Parties. Page 6 of 17 The Controller, with the approval of the Authority, shall contract with an independent certified public accountant or certified public accountant firm or certified public accountants to make an annual audit of the accounts and records of the Authority, and a complete written report of such audit shall be filed as a public record annually, within six (6) months of the end of the fiscal year under examination, with each of the Parties. Such annual audit and written report shall comply with the requirements of Section 505 of the Government Code. The cost of the annual audit, including contracts with, or employment of such independent certified public accountants making an audit pursuant to this Agreement shall be a charge against any unencumbered funds of the Authority available for such purpose. The Authority by unanimous vote, may replace the annual audit with a special audit covering a two-year period. Section 10. Rules and Procedures: The Authority shall adopt, from time to time, such rules and procedures for the conduct of its meetings and affairs as it may deem necessary, including, without limitation, the designation of a person to record and transcribe the minutes of each public meeting of the Authority. Section 11. Staff and Support Personnel/Equipment and Furnishings: Staff and Support personnel for the Authority may be provided by the Parties subject to such conditions as may be approved by the governing bodies of the Parties. Such staff and personnel shall perform duties and responsibilities as are conferred herein and conferred thereon by the Authority. Subject to the availability of funds, the Authority may contract for, or employ, such other staff and support personnel as may be deemed necessary or desirable. Equipment and furnishings may be provided and/or donated by the Parties in order to accommodate the Authority and its staff and support personnel. Subject to the availability of funds, the Authority may acquire by lease or purchase such equipment and furnishings. Section 12. Funding: (a) It is anticipated that any operating funds of the Authority will be derived from grants, donations, contributions and by the annual membership fee from the Parties. (b) The Authority, in the name, and on behalf of, the Authority may apply for, accepts and use grants from any public or private source in order to implement and carry out the purposes of this Agreement. (C) After consultation with the Authority, any Party to this Agreement may apply for or accept grants, or other funds or resources for any purpose relating to the purposes of this Agreement and, unless otherwise approved by all members of the Authority, all obligations Page 7 of 17 assumed thereunder shall be the sole obligations of the Party obtaining such monies or resources, and not the obligation of any other Party to this Agreement or of the Authority. (d) The Parties to this Agreement recognize the economic benefit and impact of the Airport to the region and, as such, shall each contribute twelve thousand five hundred dollars ($12,500) per fiscal year to fund the operating costs of the Authority to include, but not be limited to, master planning, economic development and marketing of the Airport and the surrounding area. Section 13. Operational Term: The Authorities shall operate on a fiscal year commencing on July 1 of each year and ending on and including the following June 30. Section 14. Authority Separate Entity/Liability/Immunity: (a) The Authority shall be a public entity separate and apart from the Parties to this Agreement; provided, however that each Party to this Agreement shall defend, indemnify and hold harmless each other Party from and against all claims, damages, losses, liabilities, expenses, and other cost including litigation cost and attorney's fees arising out of, resulting from or in connection with the performance of this Agreement by any of its officers, employees or agents. Each Party's obligation to defend, indemnify and hold each of the other Parties to this Agreement harmless applies to any actual or alleged personal injury, death, or damage or destruction to tangible or intangible property including the loss of use. (b) It is the intent of the Parties that, except as provided herein, the Authority cannot incur any debts, liabilities or obligations without the consent of the governing body of each Party to the Agreement; provided, however, that to the extent such are established pursuant hereto or by the final judgment of a court of competent jurisdiction, they shall constitute the debs, liabilities and obligations of the Authority and shall not constitute the debts, liabilities or obligations of the Parties to this Agreement or of any of them. (c) With respect to the officers, agents, Members, Alternates, and employees, if any, of the Authority or the Parties to this Agreement, the provisions of California Government Code Section 6513 are hereby incorporated into this Agreement. Section 15. Severability: If any section, clause or phrase of this Agreement or the application thereof to any Party or any other person or circumstance is for any reason held to be invalid by a court of competent jurisdiction, it shall be deemed severable and the remainder of the Agreement or the application of such provisions to the other Party or to other persons or circumstances shall not be affected thereby. Page 8 of 17 Section 16. Notices: Notices required or permitted hereunder shall be sufficiently given if made in writing and delivered either personally or by registered or certified mail, postage prepaid to said respective Parties, as follows: Jacqueline Cochran Regional Airport Authority 3403 10t" Street, Suite 500 Riverside, CA 92501 City of Coachella 1515 Sixth Street Coachella, CA 92236 City of Indio P.O. Box/Drawer 1788 Indio, CA 92202 City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Torres Martinez Desert Cahuilla Indians 66-725 Martinez Rd. Thermal, CA 92274 Fourth District Supervisor County of Riverside Board of Supervisors 73-710 Fred Waring Drive, Suite 222 Palm Desert, CA 92260 City of Indian Wells 44950 El Dorado Dr. Indian Wells, CA 92210 Section 17. Other Obligations: The responsibilities and obligations of each Party to this Agreement shall be solely as provided in this Agreement, or as may be provided for in supplemental agreements to be executed by the Parties. Section 18. Entire Agreement: Acknowledgement of Understanding: The Parties acknowledge that they have read the Agreement, understand it and agree to be bound by its terms and conditions. Further, the Parties agree that the Agreement is the Page 9 of 17 complete and exclusive statement of the Agreement between the parties relating to the subject matter of the Agreement and supersedes all proposals, outlines, letters of intent or prior agreements, oral or written, and all other communications and representations between the parties relating to the subject matter of the Agreement. Understandings, agreements, representatives, or warranties not contained in this Agreement or a written amendment hereto shall not be binding. Section 19. Non Assignability: The rights, titles and interests of any Party to this Agreement shall not be assignable or transferable without the consent of the governing body of each Party hereto. Section 20. Miscellaneous: (a) The section headings herein are for convenience of the Parties only, and shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions or language of this Agreement. (b) This Agreement is made in the State of California, under the Constitution and laws of such State, and shall be construed and enforced in accordance with the laws of such State. (c) It is the intention of the Parties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. (d) The Parties recognize the necessity and hereby agree to cooperate with each other in carrying out the purposes of this Agreement, including cooperation in matters relating to the public, accounting, litigation, public relations and the like. (e) This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. (f) Each Party shall have the right to duplicate, at its own expense, any and all documents and reports created or acquired, in the joint exercise of powers hereunder by the Authority or by any other Party hereto pursuant to this Agreement. (g) This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (Signatures on the following pages) Page 10 of 17 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized as of the date first above written. CITY OF COACHELLA: a EDUARDO GARCIA Mayor ATTEST: NDREn G��n '�eA-b'ice-B il',I City Clerk By: Deptity Dated: SGY Y Qy6,,• 2 3, l0 i 3 Page 11 of 17 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority CITY OF INDIO: A;" 40-- By: ELAINE HOLMES Mayor ATTEST: CYNTHIA HERNANDEZ City Clerk Date: /// -//3 Page 12 of 17 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority CITY OF LA QUINTA: DON AD&PH,4 . ATTEST: SUSAN MAYSELS City Clerk Date: j Z(3 J 3 Page 13 of 17 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority CITY OF INDIAN WELLS: By: \J- MARY T. EROCHE Mayor 17 ATTEST: RODERICK J. WOOD City Clerk By: O Date: 4wr," I y 2o13 Page 14 of 17 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority CITY OF PALM DESERT: ATTEST: Date: Jamwrr 10. 2013 Page 15 of 17 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Riverside Ot n11U(titf AV, 90P, before me, M. G. Sanchez, Notary Public owe Here Insert Name and Title of the Officer personally appeared Jan C. Harnik M.G.SANCHEZ Commission # 1906339 a� Notary Public - California Riverside County My Comm. Expires Oct 29, 2014+ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) istmix subscribed to the within instrument and acknowledged to me that ka/sheA bey executed the same in tvs/herftmot authorized capacity(iel and that by hia/herAll signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my Signature: Place Notary Seal Above OPTIONAL / Though the information below is not required bylaw, it may prove valuyble to and could prevent fraudulent removal and reattachment of tyh}}n2or Description of Attached Document Title or Type of Document:( "i) ey a 5?0y/ 41)'V '7limay another seal. on the Document Date: L20>M1� /L . �� Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Sign s Name: ❑ Corporate Officer — Title(s): ❑ Corp to Officer — Title(s): ❑ Individual 1111111111111111HEMEM ❑ Individua ❑ Partner ❑ Limited ❑ General Top of thumb here ❑ Attorney in l ❑ Trustee ❑ Guardian or ❑ Other: Signer Is Representing: ❑Partner — .r ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Cot Other: Signer Is Representing: ❑ General Top of thumb here tto 0 2009 National Notary Aasociatfon • NatlonalNotary.org • 1.600-US NOTARY (1-600-e76.6e27) Item a5907 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority TORRES MARTINEZ DESERT CAHUILLA INDIANS: By: �14/i MARY L. R LOSO Tribal Chairperson Date: �r ( Vl r3 Page 16 of 17 Second Amended and Restated Joint Powers Agreement Creating a Regional Airport Authority to be known as Jacqueline Cochran Regional Airport Authority COUNTY OF RIVERSIDE: 0 irman, Board of Supervisors ATTEST: KECIA HARPER-IHEM Clerk of the Board APPROVED AS TO FORM: PAMELA J. WALLS County Counsel By: C. Apd4C. Willis ssi tant County Counsel SAEDC0MWRP0MVAM1E COCHRAHVCRMVCR Second ndedeM MFtetad Alm P..n Agrtemem F1ft&1d x Page 17 of 17