CC Resolution 2024-014 Visit Greater PS - Amended 2nd Amendment to JPARESOLUTION NO. 2024 — 014
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LA QUINTA, CALIFORNIA, APPROVING AMENDMENT TO
THE SECOND AMENDED AND RESTATED JOINT
POWERS AGREEMENT WITH VISIT GREATER PALM
SPRINGS, FORMERLY GREATER PALM SPRINGS
CONVENTION AND VISITORS BUREAU
WHEREAS, Visit Greater Palm Springs (VGPS), formerly the Greater Palm
Springs Convention and Visitors Bureau (CVB), is a Joint Powers Authority operating
under the Joint Exercise of Powers Act (California Government Code Section 6500 et
seq.), located in the County of Riverside, State of California; and
WHEREAS, the VGPS was formed in 1989 and the operative legal document
governing the VGPS as a joint powers authority is the Joint Powers Agreement (JPA),
originally executed in 1989 and subsequently amended on multiple occasions, including
on or about June 18, 2002, and most recently on or about January 20, 2016; and
WHEREAS, Section 24 of the JPA provides that the JPA may be amended from
time to time by a two-thirds vote of the entire JPA Executive Committee and a unanimous
vote of the VGPS members' legislative bodies in compliance with all applicable provisions
of the Joint Exercise of Powers Act and all other applicable law; Section 24 has been
renumbered to Section 27 in the Second Amended and Restated JPA; and
WHEREAS, Section 3 (Purpose) of the JPA provides that the purpose of the VGPS
is to form a joint powers authority to jointly encourage, promote, and to do such other
things as might be necessary to enhance, to the greatest extent possible, all aspects of
the hospitality, convention and tourism industry in the Coachella Valley, and to attract
visitors from national and international markets, all to the benefit of the VGPS Members
and their constituents; and
WHEREAS, Section 8 (Additional Members) of the JPA provides that additional
VGPS Members that qualify to join a joint powers authority under the Joint Exercise of
Powers Act may be added as VGPS Members at any time by a two-thirds vote of the
entire JPA Executive Committee and a unanimous vote of the VGPS Members' legislative
bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act
and all other applicable laws; and
WHEREAS, Section 10 (JPA Executive Committee — Power and Duties) of the
JPA currently authorize the JPA Executive Committee to appoint an advisory board
(known as the Board of Directors) to conduct certain activities on behalf of the JPA; the
JPA Executive Committee determines that it is in the best interest of the JPA to create a
501(c)(6) entity, formerly the Board of Directors, to manage the destination activities of
the JPA as further set forth below; and
Resolution No. 2024 — 014
Visit Greater Palm Springs — Amendment to Second Amended and Restated Joint Powers Agreement
(formerly the Greater Palm Springs Convention and Visitors Bureau)
Adopted: April 16, 2024
Page 2 of 4
WHEREAS, Section 11 (Territorial Boundaries) of the JPA provides that VGPS
territorial boundaries include the lands situated within the unincorporated areas of the
Coachella Valley situated in the County of Riverside and the lands situated within the
jurisdictional boundaries of the cities of Cathedral City, Desert Hot Springs, Indian Wells,
Indio, La Quinta, Palm Springs, Palm Desert, and Rancho Mirage, as depicted in Exhibit A
of the JPA. The territorial boundaries of VGPS may only be changed by a two-thirds vote
of the JPA Executive Committee and a unanimous vote of the VGPS Members' legislative
bodies; and
WHEREAS, Section 12 (Contributions) of the JPA sets forth the contribution
amounts for JPA Members' participation in the JPA. Pursuant to the JPA, the contribution
amounts may only be changed or amended with a unanimous vote of the JPA Executive
Committee and a unanimous vote of the JPA Members' legislative bodies; and
WHEREAS, on February 29, 2024, the VGPS Executive Committee adopted
Resolution No. JPA 2024-002 approving the Second Amended and Restated JPA, and
incorporated herewith by this reference, to:
(1) Amend Section 3 (Purpose) — to revise the purpose set forth in the JPA, to more
broadly serve and benefit the VGPS Members and their constituents by
developing strategies to diversify the regional economy; and
(2) Amend Section 8 (Additional Members) — to include the City of Coachella as a
VGPS Member; and
(3)
Amend Section 10 (JPA Executive Committee — Power and Duties) — to expand
the territorial boundaries of the JPA to include the City of Coachella; and
(4) Amend Section 11 (Territorial Boundaries) — to create a 501(c)(6) entity, formerly
the Board of Directors, to manage the destination activities of the JPA; and
(5)
Add Section 24 (Voting) — to note that each JPA Member shall have an equal
vote; motions considered by the JPA Executive Committee shall require majority
of votes cast (more than half) to pass a motion; and in the event of a tie vote, the
motion before the JPA Executive Committee shall be deemed defeated; and
(6) Amend language throughout for necessary updates and consistency; and
WHEREAS, on March 5, 2024, the City Council of the City of La Quinta, adopted
Resolution No. 2024-006 approving the Second Amended and Restated JPA, as outlined
in the recital above; and
WHEREAS, on March 29, 2024, the Executive Committee adopted
Resolution No. JPA 2024-003 approving an amendment to the Second Amended and
Restated JPA, enclosed as Exhibit A, and incorporated herewith by this reference to:
Resolution No. 2024 — 014
Visit Greater Palm Springs — Amendment to Second Amended and Restated Joint Powers Agreement
(formerly the Greater Palm Springs Convention and Visitors Bureau)
Adopted: April 16, 2024
Page 3 of 4
(7) Amend Section 12 (Contributions) to add the following subsections:
(a) Initial Membership Fee — consisting of an Entry Fee and Operation Fee
based on the calculations set forth in Section 12(a) as detailed in Exhibit A;
and
(b) Annual Contribution — to note that each VGPS Member shall pay to the JPA
(i) the greater of $35,000 each year, or (ii) the applicable contribution
amounts as set forth in formula of Gross Room Rental Revenue for Lodging
Establishments and Convention Hotels, as set forth in Section 12(b) as
detailed in Exhibit A.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
La Quinta, California, as follows:
SECTION 1. The recitals set forth hereinabove are true and correct; constitute the
findings of the City Council; and are incorporated herewith by this reference.
SECTION 2. The City Council hereby approves the amendment to the Second
Amended and Restated Joint Powers Agreement with Visit Greater Palm Springs
attached hereto as Exhibit A; and the City Manager is authorized to execute this
agreement.
SECTION 3. All provisions of any prior resolutions or agreements that are in
conflict with the provisions of this resolution are hereby repealed.
SECTION 4. This Resolution shall be in full force and effect upon this adoption
and the Second Amended and Restated Joint Powers Agreement shall take effect upon
execution by all of its members.
SECTION 5. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta City
Council held on this 16th day of April 2024, by the following vote:
AYES: Councilmembers Fitzpatrick, McGarrey, Pena, Sanchez, and Mayor
Evans
NOES: None
ABSENT: None
ABSTAIN: None
Resolution No. 2024 — 014
Visit Greater Palm Springs — Amendment to Second Amended and Restated Joint Powers Agreement
(formerly the Greater Palm Springs Convention and Visitors Bureau)
Adopted: April 16, 2024
Page 4 of 4
ATTEST:
/i1l i/ ,'
MONIKA RADEVA, Ci' Clerk
City of La Quinta, California
APPROVED AS TO FORM:
co,
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
LINDA EVANS, Mayor
City of La Quinta, California
Resolution No. 2024 — 014
Visit Greater Palm Springs — Amendment to Second Amended and Restated Joint
Powers Agreement (formerly the Greater Palm Springs Convention and Visitors Bureau)
Adopted: April 16, 2024
VISIT GREATER PALM SPRINGS
JOINT POWERS AGREEMENT
("Second Amended and Restated Agreement")
A California Joint Powers Authority
Created Pursuant to California Government Code Section 6500 et seq.
1
, 2024
EXHIBIT A
TABLE OF CONTENTS
RECITALS 1
AGREEMENT 1
Section 1 Definitions 1
Section 2 Incorporation of Recitals 3
Section 3 Purpose 3
Section 4 Name 3
Section 5 First Amended and Restated Agreement Superseded — Effective Date
3
Section 6 Termination 3
Section 7 JPA Members 4
Section 8 Additional Members 4
Section 9 Governing Body 4
Section 10 JPA Executive Committee — Powers and Duties 4
Section 11 Territorial Boundaries 5
Section 12 Contributions 6
Section 13 Withdrawal 6
Section 14 Separate Entity 6
Section 15 Powers of the JPA 7
Section 16 Power to Invest 9
Section 17 Bonding 9
Section 18 Treasurer and Auditor — Designations 9
Section 19 Treasurer — Duties and Responsibilities 9
Section 20 Independent Audit 10
Section 21 Auditor's Duties 10
Section 22 Severability 10
Section 23 Waiver 10
Section 24 Amendments 10
Section 25 Ambiguities or Uncertainties 11
Section 26 Applicable Law 11
Section 27 Venue 11
Section 28 Notices 11
Section 29 Counterparts 12
Section 30 Privileges and Immunities 12
EXHIBIT A
Territorial Boundaries 16
ii
This Second Amended and Restated Joint Powers Agreement (this "Agreement") is
entered into by and between the cities of Cathedral City, Coachella, Desert Hot Springs, Indian
Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage, each an independent
municipal corporation located in the County of Riverside, State of California, and the County
of Riverside, a political subdivision of the State of California, pursuant to the Joint Exercise of
Powers Act, as set forth in section 6500 et seq. of the California Government Code. The Joint
Powers Authority is known as "Visit Greater Palm Springs" ("VGPS"). The parties to this
Agreement are individually referred to herein as "JPA Member" and collectively as "JPA
Members."
RECITALS
WHEREAS, pursuant to the Joint Exercise of Powers Act, if authorized by their
legislative or other governing bodies, two or more public agencies which include, but are not
limited to, a county or city, may jointly exercise any power common to the contracting parties
via a Joint Powers Agreement creating a Joint Powers Authority ("JPA"); and
WHEREAS, the JPA Members entered into the original joint powers agreement on
February 8, 1989, to jointly encourage, promote, and to do such other things as might be
necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention
and tourism industry in the Coachella Valley and to attract visitors from a world- wide market,
all to the benefit of the member organizations and their citizens via the exercise of all the
expressed and implied powers the JPA Members have in common; and
WHEREAS, it is intended by the JPA Members that this Agreement shall be
amendatory of the First Amended and Restated Joint Powers Agreement, dated January 20,
2016, including any subsequent amendments ("First Amended and Restated Agreement"), and
shall restate, amend and supersede the First Amended and Restated Agreement in its entirety
as of the Effective Date; and
WHEREAS, on or about , 2024, it was determined by the VGPS
President and Chief Executive Officer and his staff that at least two thirds of the entire VGPS
Executive Committee and all of the JPA Members voted to (i) add the City of Coachella as a
JPA Member, (ii) add the City of Coachella to the territorial boundaries of the JPA; and (iii)
amend the purpose of JPA as set forth below, among additional provisions as stated herein; and
WHEREAS, on or about , 2024, it was determined by the VGPS
President and Chief Executive Officer and his staff that at least two thirds of the entire VGPS
Executive Committee and all of the JPA Members voted to approve for adoption and execution
this Second Amended and Restated Joint Powers Agreement.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set
forth, and intending to be legally bound hereby, the JPA Members hereby covenant and agree
as follows:
AGREEMENT
,Section 1. Definitions
The following words, terms and phrases shall have the following meanings:
"Additional JPA Members" shall mean qualified municipalities that may be added as
members of JPA as described in Section 8.
"Board of Directors" shall mean the Board of Directors of the Greater Palm Springs
Business Alliance ("GPSBA") comprised of persons associated with the local hospitality
industry for the purposes described in Section 10.
"Convention Hotel" shall mean a hotel, motel or similar property with 50 rooms or
greater.
"Joint Exercise of Powers Act" shall mean California Government Code sections
6500-6536.
"JPA" shall mean the Joint Powers Authority and may also be referred to herein as
VGPS.
"JPA Executive Committee" shall mean the JPA's governing body formed for
the purposes and having the powers and duties set forth in Section 10.
"JPA Member" shall mean a municipality that is party to this Agreement.
"JPA Members" shall mean, collectively, the municipalities that have entered into
this Agreement.
"JPA Member Contributions" shall mean the annual contribution amounts
duly established pursuant to Section 12.
"Lodging Establishments" shall mean any structure, which is occupied or intended
or designed for use or occupancy by transients, including but not limited to hotel, resort,
motel, inn and individually owned structures; single family homes, duplexes, triplexes,
mobile homes, public or private clubs, campgrounds, mobile homes or house trailers at fixed
locations, or other like structure or portion thereof and dwelling utilized for short term rental
and subject to local transient occupancy tax.
"Partner" shall mean a non-governmental entity whose business and activities are directly
related to the convention or tourism industry and the purposes of this Agreement.
"President and Chief Executive Officer" shall mean the individual employed by VGPS,
who is responsible for professionally supervising, managing, and administering VGPS's day-
to- day affairs as described in paragraph (e) of Section 10 and elsewhere in this Agreement.
"TBID" shall mean Tourism Business Improvement District assessment.
"Technical Advisory Committee" or "TAC" shall mean the committee which may be
appointed by a majority vote of VGPS's JPA Executive Committee for the purposes described
in paragraph (d) of Section 10.
"Treasurer" shall mean the individual appointed by VGPS's JPA Executive Committee
to serve the functions described at Section 19 and may be the same individual appointed as
Auditor.
"VGPS Fiscal Year" shall mean the period commencing July 1 of every year and
ending June 30 of the following calendar year.
"Visit Greater Palm Springs" or "VGPS" shall mean the Joint Powers Authority
formed by the cities of Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio,
La Quinta, Palm Desert, Palm Springs and Rancho Mirage, and the County of Riverside.
Section 2. Incorporation of Recitals
The foregoing recitals are incorporated into this Agreement by this reference as though
fully set forth herein.
Section 3. Purpose
The purpose of VGPS is to benefit all JPA Members and their constituents by jointly:
(a) Marketing, attracting, encouraging, promoting, and doing such other things as
might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality,
convention, and tourism industry in the Coachella Valley and to attract visitors from national
and international markets; and
(b) Doing such other things to promote and strengthen all aspects of the regional
economy related to the hospitality, convention and tourism industry, and the diversification of
the entire economy of the Coachella Valley.
Section 4. Name
The name of the JPA shall be "Visit Greater Palm Springs" ("VGPS") or such other
name that may be changed at any time by a resolution approved and adopted by a two-thirds
vote of the entire JPA Executive Committee.
Section 5. First Amended and Restated Agreement Superseded - Effective Date
It is intended by the JPA Members that this Agreement shall be amendatory of the First
Amended and Restated Agreement and shall restate, amend and supersede the First Amended
and Restated Agreement. Upon its Effective Date, this Agreement shall govern the relationship
of the JPA Members. This Agreement shall become effective on the date this Agreement is
approved by a two-thirds vote of the entire membership of the JPA Executive Committee and
a two-thirds vote of the JPA Members' legislative bodies ("Effective Date").
Section 6. Termination
(a) This Agreement may be terminated by unanimous vote of all the JPA Members'
legislative bodies provided, however, the foregoing shall not be construed as limiting the rights
of a JPA Member to withdraw its membership in the JPA, and thus terminate this Agreement
with respect to such withdrawing JPA Member as described in Section 13; and
(b) Pursuant to section 6512 of the Government Code, upon termination of this
Agreement and dissolution of the JPA, any surplus money on hand with the JPA shall be
returned to the JPA Members' treasuries in proportion to the JPA Member Contributions made by
the respective JPA Member to the JPA.
(c) Upon termination of this Agreement and dissolution of the JPA, all of the
resources of the JPA shall be used in an effort to ensure that 100% of the pension liability is
funded. Pursuant to Government Code section 6508.2, any remaining obligations of the JPA
pension plan and other post -employment benefit liabilities shall be assumed by JPA Members.
The JPA will maintain a policy of funding its pension liability at a minimum of 85% and will
promptly notify JPA Members at any time this threshold is not met.
Section 7. JPA Members
The members of the JPA shall consist of the parties to this Agreement which include the
cities of Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm
Desert, Palm Springs and Rancho Mirage, and the County of Riverside.
Section 8. Additional Members
Additional JPA Members that qualify to join a joint powers authority under the Joint
Exercise of Powers Act may be added as JPA Members at any time by a two-thirds vote of the
of the entire JPA Executive Committee and a unanimous vote of the JPA Members' legislative
bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all
other applicable laws.
Section 9. Governing Body
(a) The governing body of the JPA shall be known as the JPA Executive Committee
and it shall be comprised of: (i) a duly elected or appointed council member of each city JPA
Member; and (ii) a member ofthe Riverside County Board of Supervisors.
(b) Only those members of the JPA Executive Committee, whose agencies pay the
JPA Member Contributions, as set forth in this Agreement, shall be entitled to vote.
Section 10. JPA Executive Committee - Powers and Duties
The JPA Executive Committee, consistent with this Agreement and all applicable laws,
shall exercise all the powers and perform all duties necessary to conduct the business ofthe JPA,
either directly or by delegation of its authority, as the JPA Executive Committee deems
appropriate, which shall include but not be limited to the following:
(a) Adopt bylaws or rules of procedure to provide for the organization and
administration of the JPA, as the JPA Executive Committee deems appropriate by a majority
vote of the JPA Executive Committee;
(b) Approve and adopt a budget for the JPA prior to the commencement of the JPA's
subsequent fiscal year, the term of which shall be set by a majority vote of the JPA Executive
Committee;
(c) Delegate authority to manage destination activities and the daily operations of
VGPS to GPSBA, including but not limited to strategic development, marketing, travel trade,
public relations, human resources and group sales, and employ an individual who shall serve as
the President and Chief Executive Officer of the JPA, who shall be responsible for
professionally supervising, managing and administering the day-to-day affairs of the JPA, hire
and fire JPA employees, retain consultants and independent contractors and perform such other
functions as needed. Termination of the President & Chief Executive Officer will require a
majority vote of the JPA Executive Committee and GPSBA Board of Directors. The Board of
Directors of the GPSBA shall consist of any number of persons associated with the local
hospitality industry, which may include, but not be limited to, those who own, manage, govern
or serve in senior staff positions for Lodging Establishments or businesses, eateries, public and
private regional sports facilities, public and private museums, public and private convention
and conference facilities, commercial air transport facilities, commercial ground transportation
businesses, plus any other persons from any other industry deemed appropriate. The GPSBA
shall manage the destination operations of VGPS, and shall be governed by bylaws, as amended
from time to time.
Activities other than tourism related activities, such as but not limited to economic
diversification efforts, shall remain the responsibility of the JPA and shall be governed by the
JPA Members and/or their assignee(s) as determined by the JPA Executive Committee.
(d) Appoint from time to time, if deemed necessary by a majority vote of the JPA
Executive Committee, a Technical Advisory Committee (TAC) consisting of a staff member
employed by each JPA Member as designated by the respective JPA Executive Committee
member, for purposes of advising the JPA Executive Committee on any technical issues of the
JPA that the JPA Executive Committee may need advice on;
(e) Retain an individual licensed to practice law in the State of California who shall
serve as General Legal Counsel for the JPA and who shall assist the JPA with any legal
assistance as may be requested by the JPA Executive Committee or President/Chief Executive
Officer or their authorized designees; and
(f) Create any committees, sub -committees, and advisory committees, as deemed
necessary by a majority vote of the JPA Executive Committee, to advance and/or achieve the
purposes set forth in this Agreement.
(g) Pursuant to Section 6509 of the Government Code, the powers set forth in this
Agreement shall be subject to the restrictions upon the manner of exercising such similar powers
as are imposed on the City of Rancho Mirage in the exercise ofsimilar powers.
Section 11. Territorial Boundaries
The JPA's territorial boundaries include the lands situated within the unincorporated
areas of the Coachella Valley situated in the County of Riverside and the lands situated within
the jurisdictional boundaries of the cities of Cathedral City, Coachella, Desert Hot Springs,
Indian Wells, Indio, La Quinta, Palm Springs, Palm Desert and Rancho Mirage, as depicted in
Exhibit A of this Agreement. The territorial boundaries of the VGPS may only be changed by a
two-thirds vote of the JPA Executive Committee and a unanimous vote ofthe JPA Members'
legislative bodies.
Section 12. Contributions
(a) Initial Membership Fee. Each new JPA Member shall pay to the JPA a one -(1)
time entry fee and operation fee calculated as follows:
(i) Entry Fee: The "Entry Fee" shall be calculated by multiplying the new
JPA Member's current fiscal year's gross revenue estimate by .55%.
(ii) Operation Fee: The "Operation Fee" shall be calculated by multiplying
the Entry Fee by 15.62%.
The sum of the Entry Fee and the Operation Fee is due within thirty (30)
days of a new JPA Member joining the JPA.
(b) Annual Contribution. Each JPA Member shall pay to the JPA (i) the greater of
$35,000 each year, or (ii) the applicable contribution amounts as set forth in the formula below,
which may only be modified by a two-thirds vote of the entire JPA Executive Committee and a
unanimous vote ofthe JPA Members' legislative bodies. JPA Members' legislative bodies shall,
at a minimum, make quarterly payments of the annual contribution to VGPS.
A contribution from each ofthe JPA Members is a funding mechanism equal to:
.0015 x Gross Room Rental Revenue for Lodging Establishments excluding
Convention Hotels, and
.0035 x Gross Room Rental Revenue for Convention Hotels
(c) The Gross Room Rental Revenue described herein shall not include any transient
occupancy tax rebate incentives provided by the JPA Members.
Section 13. Withdrawal
Any Party may withdraw as a JPA Member and the obligations under this Agreement
subject to the following conditions:
(a) The withdrawing JPA Member's legislative body submits a duly adopted
resolution to the JPA Executive Committee providing Notice of Withdrawal.
(b) The effective date of withdrawal shall always be the last day of the VGPS' s
Fiscal Year.
(c) All JPA Member Contributions must be paid in full by the withdrawing JPA
Member through the end of the current VGPS Fiscal Year of the year when the withdrawing
JPA Member provides its Notice of Withdrawal as well as the following VGPS Fiscal Year.
(d) After giving notice of withdrawal, a withdrawing JPA Member shall not have
voting privileges on the JPA Executive Committee except for operating budget items through
the effective date of withdrawal.
(e) A withdrawing JPA Member may again become a party to this Agreement on
condition that it pays to the treasury of the VGPS an amount equal to all JPA Member
Contributions which the withdrawing JPA Member would have been required to pay if it had
not withdrawn from participation.
(f) Partners within the territorial boundaries of the VGPS may remain active
Partners as long as their respective government entity is a JPA Member and during the period
of their JPA Member's withdrawal from the Joint Powers Agreement.
(g) In the event of withdrawal by a JPA Member, the JPA shall continue to be entitled
to the full amount of the TBID unless and until the TBID expires without renewal or is
disestablished pursuant to the Property and Business Improvement Area Law of 1994, Streets
& Highways Code §36600 et seq. The withdrawing JPA Member shall continue to be
responsible for collecting the TBID on a monthly basis (including any delinquencies, penalties
and interest) from each assessed business and forwarding the same to the JPA.
Section 14. Expulsion/Withdrawal
A JPA Member may be expelled or suspended by a two-thirds (2/3) vote of the VGPS
Executive Committee for an event of breach of this Agreement or the Bylaws, as amended from
time to time, as determined by the remaining members of the JPA Executive Committee. The
procedures for hearing and notice of expulsion and suspension shall be set forth in the bylaws of
the JPA Executive Committee.
Section 15. Separate Entity
Except for termination as provided in Section 6 of this Agreement, pursuant to section
6507 of the Government Code, this JPA shall at all times be an independent public entity
separate from the parties to this Agreement, and the debts, liabilities and obligations of the JPA
shall be its sole responsibility and shall not become the debts, liabilities, or obligations of any
one JPA Member except that any JPA Member may separately contract for, or assume
responsibility for specific debts, liabilities, or obligations of the JPA.
Section 16. Powers of the JPA
Pursuant to the Joint Exercise of Powers Act, as set forth in section 6500 et seq. of the
California Government Code, this JPA shall have the authority to exercise any power common
to the contracting parties, including without limitation any of the following:
(a) The power to make, enter into and perform all necessary contracts;
(b) The power to engage necessary employees, to define their qualifications and
duties and to provide a schedule of compensation for performance of their duties;
(d) The power to retain agents, independent contractors and consultants, including
without limitation the power to engage legal counsel and other professional services;
(e) The power to acquire, construct, manage, maintain or operate any building,
works or improvements;
(f) The power to acquire by purchase, grant, gift, lease or other lawful means any
real property or any personal property that may be necessary or proper to carry out the purposes
and intent of the JPA;
(g) The power to hold any real property or any personal property that may be
necessary or proper to carry out the purposes and intent of the JPA;
(h) The power to sell, lease or otherwise dispose of any real or personal property
including exchanging equivalent properties if it is deemed to be in the best interests of the JPA;
(i) The power to donate any surplus real or personal property to any public agency
or nonprofit organization;
(j) The power to incur debts, liabilities or obligations, including without limitation
the power to borrow money, give security therefore, and purchase on contract;
(k) The power to raise revenue for any public purpose consistent with the JPA's
purposes, as set forth in this Agreement, through any legal and appropriate means other than
levying a tax or assessment beyond the scope of those assessments which may be established
and levied pursuant to the Parking and Business Improvement Area Law of 1989,
Streets & Highways Code §36500 et seq., and the Property and Business Improvement
District Law of 1994, Streets & Highways Code §36600 et seq;
(1) The power to form, renew, and modify improvement districts including all
Lodging Establishments, as defined in Section 1, pursuant to the Parking and Business
Improvement Area Law of 1989, Streets & Highways Code §36500 et seq., and the Property
and Business Improvement District Law of 1994, Streets & Highways Code §36600 et seq.,
which authorizes joint powers agencies to establish, modify and renew parking and business
improvement areas and property and business improvement districts for the purpose of tourism
promotion. Approval of this Agreement by the JPA Members constitutes consent to:
(i) the formation of the Greater Palm Springs Convention & Visitors
Bureau Tourism Marketing District adopted pursuant to Ordinance No. 2013-001, including
all proceedings and actions previously taken by the VGPS in connection with formation of
the said district ("2013 TMD"); and
(ii) the formation of the Greater Palm Springs Tourism Business
Improvement District pursuant to Resolution No. 2016-004 and to levy an assessment of three
percent (3%) on Convention Hotels;
(iii) t h e renewal of the Greater Palm Springs Tourism Business Improvement
District pursuant to Ordinance No. 2020-005 ("2021 TBID") and to levy an assessment of three
percent (3%) on Convention Hotels and one percent (1%) on vacation rentals;
(m) The power to adopt rules, regulations, resolutions and ordinances that may be
necessary or proper to carry out the purposes and intent of the JPA;
(n) The power to enforce rules, regulations, resolutions and ordinances for the
administration, maintenance and operation of the JPA;
(o) The power to enter into joint powers agreements pursuant to the Joint Exercise
of Powers Act, as set forth in section 6500 et seq. of the Government Code;
(1))
et seq.;
(q)
The power to provide insurance pursuant to section 989 of the Government Code
The power to sue and be sued in the name of the JPA;
(r) The power to conduct certain activities of the JPA in any state or territory of the
United States of America or in any foreign country, related to growing and diversifying the
economy through promoting and marketing all aspects of the hospitality, convention and
tourism industry in the Coachella Valley for the purpose of attracting visitors, groups, meetings,
conventions and new businesses from national and international markets, as permitted pursuant
to Government Code section 37110;
(s) The power to travel domestically and internationally that is necessary or proper
to carrying out the purposes and intent of the JPA;
(t) The power to provide staff and resource support, financial assistance and
subsidies to other public agencies, non-profit organizations and the private sector for purposes
consistent with the purpose and intent of the JPA;
(u) The power to lobby on behalf of tourism and economic development;
(v) The power to form a non-profit corporation or other affiliated non-profit entities
for the purpose of promoting and enhancing all aspects of the tourism and economic
development industry; and
(w) The power to take any and all actions necessary for, or incidental to, the powers
expressed or implied by this Agreement and all applicable laws.
Section 17 Power to Invest
Pursuant to Government Code section 6509.5, the JPA shall have the power to invest
any money in its treasury pursuant to the provisions set forth in Government Code section
6505.5 that is not required for the immediate necessities of the JPA, as the JPA may determine
from time to time is advisable, in the same manner and upon the same conditions as local
agencies pursuant to Government Code section 53601.
Section 18. Bonding
Pursuant to Government Code section 6505.1, individuals occupying the following
positions shall file an official bond in an amount deemed sufficient by the JPA Executive
Committee:
(a) President/Chief Executive Officer;
(b) Director of Finance; and
(c) Treasurer.
Section 19. Treasurer and Auditor - Designations
Pursuant to Government Code section 6505.6, the JPA Executive Committee shall
designate by resolution an officer or employee of the JPA to fill the functions of Treasurer and
Auditor of the JPA, and the JPA Executive Committee may appoint one qualified person to serve
as both Treasurer and Auditor or two qualified persons to serve as each separately.
Section 20. Treasurer - Duties and Responsibilities
Pursuant to section 6505.5 Government Code, the Treasurer shall do all of the following:
(a) Receive and receipt (account) for all money of the JPA and place it in the
treasury of the Treasurer so designated to the credit of the JPA;
(b) Be responsible, upon his or her official bond, for the safekeeping and
disbursement of all JPA money so held by the Treasurer;
(c) Pay when due, out of the money of the JPA held by the Treasurer, all sums
payable on outstanding bonds and coupons of the JPA;
(d) Pay any other sums due from the JPA from JPA money, or any portion thereof,
only upon warrants of the public officer performing the functions of auditor or controller who
has been designated by this Agreement; and
(e) Verify and report in writing no less than five (5) times per year to the
President/Chief Executive Officer, the JPA Executive Committee and to all Parties financial
statement of activities for the year.
Section 21. Independent Audit
Pursuant to section 6505.6 of the Government Code, the Treasurer shall cause an
independent audit to be made by a certified public accountant or public accountant, in
compliance with section 6505 of the Government Code.
Section 22. Auditor's Duties
The Auditor shall perform the following duties:
(a) Review and recommend to the JPA Executive Committee accounting procedures
and policies governing the JPA;
(b) Review and approve all demands listed on the Warrant Registers prior to
submittal to the JPA Executive Committee;
(c) Review payroll registers at least monthly;
(d) Review all financial reports being submitted to the JPA Executive Committee
and make the JPA Executive Committee aware of any discrepancies or potential problems in
the reports;
(e)
Review investments made by the President or Treasurer;
(f) Review the audit report prepared by a Certified Public Accounting firm prior to
finalization of the report and submittal to the JPA Executive Committee; and
(g)
Assist staff in the selection of the Certified Public Accounting firm.
Section 23. Attorney's Fees
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing party in such litigation or other proceeding shall be
entitled to an award of its actual and reasonable attorney's fees, costs and expenses incurred in
the proceeding.
Section 24. Voting
Each JPA Member shall have an equal vote. A motion considered by the JPA Executive
Committee shall require a majority of votes cast (more than half) to pass such motion. In the
event of a tie vote, such motion before the JPA Executive Committee shall be deemed defeated.
Section 25. Severability
If any term, provision, covenant or condition of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, if
any, of this Agreement shall continue in full force and effect, unless enforcement of this
Agreement as so invalidated would be unreasonable or grossly inequitable under all the
circumstances or would frustrate the purposes of this Agreement.
Section 26. Waiver
All waivers must be in writing to be effective or binding upon the waiving Party, and no
waiver shall be implied from any omission by a Party to take any action.
Section 27. Amendments
This Agreement may be amended from time to time by a two-thirds vote of the entire
JPA Executive Committee and a unanimous vote of the JPA Members' legislative bodies in
compliance with all applicable provisions of the Joint Exercise of Powers Act and all other
applicable laws.
Section 28. Ambiguities or Uncertainties
The JPA Members have mutually negotiated the terms and conditions of this Agreement
and each JPA Member received independent legal advice from its attorneys with respect to the
advisability of executing this Agreement and the meaning of the provisions contained herein.
As such, this Agreement is a product of the joint drafting efforts of all JPA Members and none
of the JPA Members shall be deemed to have solely or independently prepared or framed this
Agreement. Therefore, any ambiguities or uncertainties are not to be construed against or in
favor of any JPA Member.
Section 29. Applicable Law
This Agreement shall be construed and enforced in accordance with the laws of the State
of California.
Section 30. Venue
In the event that suit is brought by any party to this Agreement, the parties agree that
venue shall be exclusively vested in the State courts of the County of Riverside, California or
where appropriate, in the United States District Court, Southern District of California,
Riverside, California.
Section 31. Notices
Any notice or communication required hereunder between the JPA and the JPA
Members shall be in writing and may be given either personally or by registered mail, return -
receipt requested. Notice, whether given by registered mail or personal delivery, shall be
deemed to have been given and received on the actual receipt by any of the addresses designated
below as the party to whom notices are to be sent. Any party hereto may at any time, upon
written notice to the other party hereto, designate any other address in substitution of the address
to which such notice or communication shall be given. Such notices or communications shall
be given to the parties at their addresses set forth below:
City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Attention: City Manager
City of Coachella
53990 Enterprise Way
Coachella, CA 92236
Attention: City Manager
City of Desert Hot Springs
11999 Palm Drive
Desert Hot Springs, CA 92240
Attention: City Manager
City of Indian Wells
44950 Eldorado Drive
Indian Wells, CA 92210
Attention: City Manager
City of Indio
100 Civic Center Mall
Indio, CA 92201
Attention: City Manager
City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
Attention: City Manager
City of Palm Desert
73510 Fred Waring Drive
Palm Desert, CA 92260
Attention: City Manager
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: City Manager
City of Rancho Mirage
69825 Highway 111
Rancho Mirage, CA 92270
Attention: City Manager
County of Riverside
County Administration Center
4080 Lemon Street
Riverside, California 92501
Attention: County Clerk
Section 32. Counterparts
This Agreement may be executed in duplicate counterpart originals, each of which
is deemed to be an original, and all of which when taken together shall constitute one and
the same instrument.
Section 33. Privileges and Immunities
Pursuant to section 6513 of the Government Code, all of the privileges and
immunities from liability, exemptions from laws, ordinances and rules, all pension, relief,
disability, workmen's compensation, and other benefits which apply to the activity of
officers, agents or employees of any the Parties when performing their respective functions
within the territorial limits of their respective public agencies, shall apply to them to the
same degree and extent while engaged in the performance of any of their functions and
duties performed extraterritorially under the provisions of this Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the duly authorized representatives of the JPA Members
have each executed this Agreement.
CITY OF CATHEDRAL CITY
CITY OF COACHELLA
Mark Carnevale, Mayor
Dated:
Steven Hernandez, Mayor
Dated:
Charlie McClendon, City Manager
ATTEST:
Gabriel Martin, City Manager
ATTEST:
Tracey R. Hermosillo, City Clerk
APPROVED AS TO FORM:
Angela M. Zepeda, City Clerk
APPROVED AS TO FORM:
Eric S. Vail, City Attorney
Carlos Campos, City Attorney
CITY OF DESERT HOT SPRINGS
CITY OF INDIAN WELLS
Scott Matas, Mayor
Dated:
Greg Sanders, Mayor
Dated:
Frank Luckino, City Manager
ATTEST:
Christopher Freeland, City Manager
ATTEST:
Jerry' Soriano, CMC, City Clerk
APPROVED AS TO FORM:
Angelica Avila, City Clerk
APPROVED AS TO FORM:
Jennifer Mizrahi, City Attorney
Todd Leishman, City Attorney
CITY OF INDIO
CITY 0/LA QU TA
i -
Guadalupe Ramos Amith, Mayor
Dated:
Linda Evans, Mayor
Dated: q%(o 65 -
Bryan Montgomery, City Manager
ATTEST:
Jon M en, City Manager
ATTEST:
//� / L 4
,
4' ' li/K0A26Z t
Cynthia Hernandez, City Clerk
APPROVED AS TO FORM:
Monika Redeva, City Cl&
APPROVED AS TO FORM:
[<),,(?,— ,_ ! Z
Steven P. Graham, City Attorney
William H. Ihrke, City Attorney
CITY OF PALM DESERT
CITY OF PALM SPRINGS
Karina Quintanilla, Mayor
Dated:
Jeffrey Bernstein, Mayor
Dated:
Todd Hileman, City Manager
ATTEST:
Scott Stiles, City Manager
ATTEST:
Anthony Mejia, City Clerk
APPROVED AS TO FORM:
Brenda Pree, City Clerk
APPROVED AS TO FORM:
Isra Shah, City Attorney
Jeffrey Ballinger, City Attorney
CITY OF RANCHO MIRAGE
Steve Downs, Mayor
Dated:
Isaiah Hagerman, City Manager
ATTEST:
Kristie Ramos, City Clerk
APPROVED AS TO FORM:
Steven B, Quintanilla, City Attorney
COUNTY OF RIVERSIDE
Chuck Washington, Chairman
Jeff Van Wagenen, County Executive
Manager
ATTEST:
Kimberly A. Rector, Clerk of the Board
APPROVED AS TO FORM:
Minh Tran, County Counsel
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