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1994 Jacqueline Cochran Regional Airport - JPAJOINT POWERS AGREEMENT CREATING A REGIONAL AIRPORT AUTHORITY TO BE KNOWN AS THE COACHELLA VALLEY REGIONAL AIRPORT AUTHORITY January 21, 1994 TABLE OF CONTENTS Section Headingj Pages) Recitals ............................... 1,2 1 Purpose ..................... ......... 2,3 2 Creation of the Authority ..................... 3 3 Term ................................. 3 4 Termination and Amendments .................. 3,4 5 Powers and Duties of Authority ................. 4,5 6 Organization ............................ (a) Establishment ......................... 5 (b) Membership .......................... 5 (c) Designation of Members and Alternates ......... 5,6 (d) Quorum and Transaction of Business ........... 6 (e) Meetings ............................ 6 (f) Ralph M. Brown Act ..................... 6 (g) Officers ............................. (1) Chairperson and Vice -Chairperson ....... 69 7 (2) Treasurer ....................... 7 (3) Controller ...................... 7, 8 (h) Rules and Procedures .................... 8 (i) Appeals ............................. 8 0) Staff and Support Personnel/Equipment and Furnishings 8, 9 (k) Funding ............................ 9 (1) Fiscal Year .......................... 9 7 Authority a Separate Entity/Liability/Immunity ....... 99 10 8 Severability ............................. 10 9 Notices ............................... 10, 11 10 Other Obligations ........................ 11 11 Other Agreements Not Prohibited ............... 12 12 Nonassignability .......................... 12 13 Miscellaneous ........................... (a) Section Headings ....................... 12 (b) Laws of California ...................... 12 (c) Construction of Language .................. 12 (d) Cooperation .......................... 12 (e) Successors ........................... 12 (f) Duplication Rights ...................... 129 13 Signatures .............................. 139 14 i JOINT POWERS AGREEMENT CREATING THE COACHELLA VALLEY REGIONAL AIRPORT AUTHORITY THIS JOINT POWERS AGREEMENT is made by and among the CITIES OF COACHELLA, INDIAN WELLS, INDIO, LA QUINTA, and PALM DESERT (hereinafter sometimes referred to as "Cities") and the COUNTY OF RIVERSIDE (hereinafter sometimes referred to as "County"), and Cities and Counties are hereinafter sometimes referred to as "the Parties". WHEREAS, the Parties have met and discussed the present and future use of the Thermal 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 the Thermal 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 Thermal Airport; and WHEREAS, it is the intent and desire of the Parties to enter into a joint powers 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 Joint Powers Agreement in a manner most capable of promoting the greatest public good and welfare; and WHEREAS, the regional airport entity proposed by this Agreement shall replace the Riverside County Planning Commission in regard to land use matters within its boundaries; and 1 WHEREAS, the regional airport entity proposed by this Agreement shall replace the Riverside County Aviation Commission in regard to recommendations on policy, procedure, and operations at the Thermal Airport; and WHEREAS, the County, upon execution of this Agreement, shall delete the Thermal Airport from the jurisdiction of the Airport Land Use Commission; and WHEREAS, the future development of private and public improvements within and surrounding Thermal Airport is critical with respect to the social, economic and transportation needs referred to hereinabove; and 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; NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereinafter stated, the Parties agree as follows: Section 1. Purpose. (a) This Joint Powers Agreement (hereinafter referred to as the "Agreement") is made under the provision of the Act and is made for the express purpose of forming a Coachella Valley Regional Airport Authority (hereinafter referred to as "Authority") capable of exercising independent powers, separate and apart from the Parties which constitute the Authority, to act as a planning commission in order to implement the administration of specific plans and zoning and subdivision ordinances relating to proposed development of private and public improvements, engage in the planning of public facilities, and advise the Transportation and Land Management Agency on airport operations and uses within the geographical area set forth in Exhibit "A", which exhibit is attached hereto and by 2 this reference made a part of this Agreement. (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 "Coachella Valley Regional Airport Authority". Section 3. Term. The term of this Agreement shall commence upon approval and execution of this document by County and all the Cities 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, and this Agreement shall thereupon be deemed automatically amended to reflect the deletion of such Party from this Agreement, provided, however, that County shall have the right to terminate this Agreement in the event of the withdrawal of, or notice thereof by, any City which is a Party to this Agreement and such right shall be exercised by giving the Cities ninety (90) days prior written notice thereof, provided further, however, in the event County exercises its right to withdraw from this agreement, this Agreement shall terminate upon the effective date of such withdrawal. (b) Subject to County's right 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 another public entity as a Party to this Agreement, (2) a change in the term of this Agreement, or (3) a change to any substantive 3 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 as more specifically set forth in Section 1 above, by 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 costs and expenses incidental to the purpose of the Authority; (h) To employ legal counsel; (i) To adopt a budget; 0) 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 is advisable, in the same manner and 4 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) Establishment. 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 Coachella Valley 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) Membership. The Authority shall initially be composed of the Parties to this Agreement. Each Party to this Agreement shall be represented by one (1) Member, with each Member being entitled to one (1) vote. (c) Designation of Members and Alternates. (1) 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 and Alternate. Alternates shall have the authority to act in a Member's absence. The Member for the County shall be the Supervisor of District IV, and the County Alternate shall be the Supervisor of District III. (2) Representatives and Alternates shall serve on the Authority during the term for 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 or Alternate's position on the Authority shall automatically terminate if and when the term of the elected public office of such 5 Member or 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 or Alternate. (3) The following shall serve as non -voting ex officio members of the Authority: The Fourth District representative to the Airport Land Use Commission, and a Member of the Thermal Community Council, appointed according to the procedures outlined in Section 6.(c)(2). (d) Quorum and Transaction of Business. 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 which includes County shall be necessary for the transaction of business or for the approval of any matter. In the event a Party to this agreement votes for a matter pertaining to a geographical area situated within the territorial limits of such Party, it shall require only one (1) vote of another Party to the Agreement to override the Majority with respect to such matter. Adjournment of a meeting shall only require a majority vote of those present. No proxy or absentee votings shall be permitted. (e) Meetings. 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. (f) Ralph M. Brown Act. 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). (g) Officers. (1) Chairperson and Vice -Chairperson. The Authority shall elect a Chairperson and a Vice -Chairperson at its first meeting, and at the first meeting held in each succeeding calendar year, the Authority shall elect or reelect its Chairperson or Vice -Chairperson; provided, however, that the office of Chairperson shall rotate among the Members of the Authority at least 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. (2) Treasurer. 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 or 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. (3) Controll r. 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 7 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. The Controller, with the approval of the Authority, shall contract with an independent certified public accountant or 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 public records 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 6505 of the Government Code. The cost of the annual audit, including contracts with, or employment of such independent certified public accountants in 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. (h) 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. (i) ApRgWs. The decision by the Authority relating to any proposed development of private or public improvements shall be final unless a right to appeal is exercised by any interested party pursuant to the ordinance of a Party to this Agreement which is applicable in the 8 geographical area in which the proposed improvements are to be developed. 0) Staff and Suvnort Personnel/Egupment and Furnishings. (1) 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. (2) 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. (k) Funding. (1) It is anticipated that any operating funds of the Authority will be derived from grants, donations and voluntary contributions of the Parties. (2) The Authority, in the name, and on behalf of, the Authority, may apply for, accept and use grants from any public or private source in order to implement and carry out the purposes of this Agreement. (3) 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 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. (4) The Authority may request the Parties to this Agreement to contribute funds; provided, however, that no funds may be assessed or collected unless the governing body of each Party to this Agreement consents to such assessment and collection. 0 (1) Fiscal Year. The fiscal year of the Authority shall be the period commencing on July 1 of each year and ending on and including the following June 30. Section 7. Authoriy a 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, judgments, liabilities, expenses, and other costs including litigation costs 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 debts, 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 8. Severabilit . 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 lul be affected thereby. Section 9. 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: (a) Coachella Valley Regional Airport Authority (b) City of Coachella (c) City of Indian Wells (d) City of Indio (e) City of La Quinta (f) City of Palm Desert (g) County of Riverside Section 10. 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 11 agreements to be executed by the Parties. Section 11. Other Agreements Not Prohibited. Other agreements by and between the Parties of this Agreement or any other entity are neither prohibited nor modified in any manner by execution of this Agreement. Section 12. on -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 13. Miscellaneous. (a) Section Headings. 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) Laws of California. 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) Construction of Language. 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) Cooperation. 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) Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto. (f) Duplication Rights. Each Party shall have the right to duplicate, at its own 12 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. 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. Dated: ATTEST: CITY CLERK Deputy Dated: f ATTEST: ATTEST: CITY OF COACHELLA CITY OF MIO r By M; /��/ ayor CITY OF LA QUINTA Tf 13 Dated:A 0 c,1 31( qqq ATTEST: CITY CLERK D puty Dated: Z ATTEST: Dated: APR 2 6 1994 ATTEST: nTT • T T • 7 ! ♦ T --- [SEAL] CITY OF INDIAN WELLS Mayor Pr> VEeyNTO� F RMA0 Ar ;5rt-y--A—tt?o-r—n CITY OF PALM DESERT COUNTY OF RIVERSIDE c Supervisors 14 .3 A I 28 coACHELL m 2B SS IN iriE55 Of AVEI 17 IS m r6s. 8 AIRPOR r RMAL COUNT W? THEMMA A IRP0RT \ ��- `iz�" 2 9 e l EXHIBIT A IL 3 P,' M z f.1 7 Z! Av E 'VALERIE,t.-.1 Z COACHELLA VALLEY REGIONAL.'-..- e AIRPORT AUTHORITY