Y CITY OF RANCHO MIRAGE
CITY COUNCIL,
LIBRARY AND OBSERVATORY BOARD,
HOUSING AUTHORITY BOARD,
AND THE CITY COUNCIL REPRESENTING
THE REDEVELOPMENT SUCCESSOR AGENCY
REGULAR MEETING
THURSDAY, APRIL 18, 2024
1:00 P.M.
LATE SUBMISSIONS AND/OR REVISIONS
• CC02: Draft Minutes for April 4, 2024
• CC09: Adding Resolution
DRAFT 04/04/2024 Regular City Council Meeting Minutes 1 of 5
CITY COUNCIL,
LIBRARY AND OBSERVATORY BOARD,
HOUSING AUTHORITY BOARD,
AND THE CITY COUNCIL REPRESENTING
THE REDEVELOPMENT SUCCESSOR AGENCY
REGULAR MEETING
THURSDAY, APRIL 4, 2024
1:00 P.M.
DRAFT MINUTES
Meeting Location:
City of Rancho Mirage
City Hall - Council Chamber
69-825 Highway 111
Rancho Mirage, CA 92270
CALL TO ORDER - 1:01 P.M.
a) Flag Salute: Led by Ryan Stendell, Director of Public Works. b) Roll Call: Mallotto, Marker, O’Keefe, Weill, Downs – All Present.
NON-AGENDA PUBLIC COMMENTS
Daryl Terrell, Moreno Valley resident, reported that Riverside County had recently adopted an ordinance regarding the unlawful possession of catalyti c converters and urged the City Council to do
the same. He provided a copy of Riverside County Ordinance No. 987.
Susan Ragsdale, member of the public, presented gifts to Council Members and staff. She also spoke regarding alleged fraud related to her time living in Rancho Mirage and offered ideas that would bring her justice.
Wally Melendez, member of the public, spoke regarding the seat ing arrangement of the City Council. He also spoke in favor of the City installing hydrogen charging stations like the City of Riverside.
Brad Anderson, Rancho Mirage resident, commented on a previous agenda item for the City Manager’s performance evaluation. He suggested that the City Clerk’s position be elected instead of appointed. He also ex pressed disappointment regarding a recent article he referred to as a “hit piece.”
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Y CITY OF RANCHO MIRAGE
DRAFT 04/04/2024 Regular City Council Meeting Minutes 2 of 5
COUNCIL/BOARD MEMBER COMMENTS/REPORTS
Mayor Downs asked the City Manager to prov ide an update on the City’s efforts regarding catalytic converter theft.
Isaiah Hagerman, City Manager, reported that the Cove Cities (Indian Wells, Palm Desert, and Rancho Mirage) were currently developing an or dinance to address catalytic converter theft, which would resemble the Riverside County ordinance.
Council Member Mallotto congratulated the Cultur al Commission on their re cent Artist event.
She complimented the marketing department on the 50th anniversary book being distributed to Rancho Mirage residents. She also reported her attendance at the Desert AIDS Project Steve Chase Humanitarian Awards and spoke of the importance of the Desert AIDS Project organization.
Mayor Pro Tem Weill echoed Council Member’s Mallotto’s comments about the 50 th anniversary
book and thanked the marketing department. He also provided an update on the Cotino development, including a video highlighting the project.
Council Member Marker thanked t he marketing department for the 50 th anniversary book and
their collaboration with Palm Springs Life.
Council Member O’Keefe congratulated the Community Emergency Preparedness Commission on their recent earthquake preparation event. He shared that every Saturday in April, live entertainment at The River was sponso red by the Community Cultural Commissi on.
He announced that a family-friendly Pixar concert by CV Symphony would be held on April 20 th
at the City’s amphitheater. Council Member O’Keefe also congratulated two residents on their recent achievements: Richard Ro nzello on receiving a 2024 Senior Inspiration Award, and Dr.
Terri Ketover on receiving a Chase Humanitarian Award by Desert AIDS Project.
Mayor Downs spoke regarding the recent Galle ri Classic Golf Tournament at Mission Hills, sharing a photo he took with Retief G oosen, winner of the Second Annual Ga lleri Classic.
He spoke of the Galleri Test, an early cancer det ection tool, and the different cancer charities supported by the Galleri Classic. Mayor Downs also provided an update on the Riverside County Transportation Commission’s 2024 Traffic Relief Plan.
CITY MANAGER COMMENTS - None.
CONSENT CALENDAR
Isaiah Hagerman, City Manager, presented the following Consent Calendar items:
1. Waive Full Reading of All Ordinances Introduced or Adopted Pursuant to this Agenda.
2. Adopt Ordinance No. 1215, 2 nd Reading, Repea ling Ordinance 860, Deleting Section
17.10.014 (Revenue Generating Uses in Commercial Zoning Districts) from the Rancho Mirage Municipal Code.
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3. Approve March 21, 2024, Regular Meeting Minutes.
4. Approve March 25, 2024, Special Meeting Minutes.
5. Approve Extension of Completion Date for Tract Map No. 36809 – Del Webb Rancho Mirage.
6. Approve Contracts.
7. Approve Demands.
Public Comments – None.
Mr. Hagerman announced that Council Members O’Keefe and Mallotto would recuse themselves from consideration of Consent Calendar Item No. 5, due to their residences being in the Del Webb Rancho Mirage community.
MOVED/SECONDED BY WEILL/MARKER TO APPROVE CONSENT CALENDAR ITEM NOS. 1, 2, 3, 4, 6, AND 7, AS PRESENTED. MOTION CARRIED 5/0.
MOVED/SECONDED BY WEILL/MARKER TO APPROVE CONSENT CALENDAR ITEM NO. 5 AS PRESENTED. MOTION CARRIED 3/0 (RECUSED: MALLOTTO AND O’KEEFE).
REPORTS AND INFORMATIONAL ITEMS
8. Palm Springs International Airport Co mmission Update by Commissioner Keith Young.
Public Comments – None.
Commissioner Young provided an update regarding the Palm Springs Airport including information regarding alternative plans for termi nal development and anticipated projects for 2024.
Mayor Pro Tem Weill thanked Mr. Young for his thorough report. He mentioned how convenient it was to be able to park in the waiting area at the airport and asked if that option would be impacted by the new plan.
Mr. Young responded that he was not certain, but he knew the subject waiting location was very much appreciated, and he would take the concern to the commission.
Mayor Downs complimented the new Stay and Play concept and asked if such programs existed and were successful at other airports. He also inquired about the rental car building.
Mr. Young replied that a few effectively operating programs were available at other airports.
He also provided an update on the car rental location.
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DRAFT 04/04/2024 Regular City Council Meeting Minutes 4 of 5
Council Member Marker mentioned a recent experience she had at Palm Springs Airport, where one TSA line had a very long wait time, while other s were empty. She suggested the issue be addressed, so that lines and passengers were managed more efficiently, as convenience and efficiency were reasons travelers preferred t hat airport. She noted th at local tourism was increasing, and it was important to maintain the intimacy of the airport.
Mr. Young replied that the air port was not built to accommodate the number of passengers currently traveling during high peak season, noting he would relay the suggestion to the Executive Director.
Council Member Mallotto complimented the airpor t and the commission for expanding to meet the needs of residents and visitors.
ACTION CALENDAR
9. Consider Adopting Resolution No. 2024-(Next-In-Order), Decl aring the City’s Intention to Annex Territory to Community Facilities Distr ict No. 1 and to Levy a Special Tax therein for Additional Police and Fire Services, Preliminarily Approve a Map of the Area Proposed to be Annexed, and Schedule a Public Hearing to Consider the Annexation and the Levy of Special Tax for Annexation No. 195. (In Connection with Tentative Parcel Map No. TPM 38692 - Eisenhower MCA Project)
Jacob De La Cruz, Financial Analyst, presented the staff report.
Public Comments – None.
MOVED/SECONDED BY WEILL/MALLOTTO ADOPT RESOLUTION NO. 2024-13 DECLARING THE CITY’S INTENTION TO ANNEX TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 1 AND TO LEVY A SPECIAL TAX THEREIN FOR ADDITIONAL POLICE AND FIRE SERVICES,
PRELIMINARILY APPROVE A MA P OF THE AREA PROPOSED TO BE ANNEXED, AND
SCHEDULE A PUBLIC HEARING TO CONSIDER THE ANNEXATION AND THE LEVY OF THE SPECIAL TAX FOR ANNEXATION NO. 195. MOTION CARRIED 5/0.
CLOSED SESSION AGENDA
1. PUBLIC EMPLOYEE PER FORMANCE EVALUATION
Pursuant to California Government Code Section 54957
Public Employee: City Clerk/Board Secretary
2. CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6(a)
Designated City Labor Negotiator: Isaiah Hagerman, City Manager Employee Organization: Rancho Mirage Employees Association
Colin Kirkpatrick, City Attorney, reported that the City Council would recess into closed session to confer with legal counsel regarding a performance evaluat ion of the City Clerk/Board Secretary, and a confer ence with labor negotiator regarding an employee organization, the Rancho Mirage Employees Association.
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RECESS TO CLOSED SESSION
The City Council, Library and Observatory Board, Housing Authority Board, and the City Council representing the Redevelopment Successor Agency recessed into Closed Session at 2:09 P.M.
RECONVENE OPEN SESSION
Mayor Downs reconvened the meeting at 3:31 P.M.
CLOSED SESSION ANNOUNCEMENTS
Colin Kirkpatrick, City Attorney, reported that there was no reportable action taken during closed session.
ADJOURNMENT
With no further business to consider, the meeti ng of the City Council, Library and Observatory Board, Housing Authority B oard, and the City Council repr esenting the Redevelopment Successor Agency was adjourned at 3:32 P.M.
Date Approved by City Council:
_______________________________
Kristie Ramos, City Clerk
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CITY OF RANCHO MIRAGE:
~
STAFF REPORT
TO: Mayor and City Council DATE: April 18, 2024
FROM: Gabe Codding, Director of Marketing
SUBJECT: Amendment to Visit Greater Palm Springs Joint Powers Agreement
SPECIFIC REQUEST OR RECOMMENDATION
That the City Council approve and adopt Resolution No. 2024-(Next-in-Order), approving the Second Amended and Restated Visit Greater Palm Springs Joint Powers Agreement.
JUSTIFICATION OR INFORMATION
The Palm Springs Desert Resort Communities Convention and Visitors Authority, now known as "Visit Greater Palm Springs (VGPS)(," is a joint powers authority operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.).
Visit Greater Palm Springs was formed in 1989. The operative legal document governing the joint powers authority is the Joint Powers Agreement, originally executed in 1989 and subsequently amended on multiple occasions, most recently in 2015.
Visit Greater Palm Springs' Executive Committee adopted Resolution Nos. 2024-002 and 2024- 003, approving various amendments to the Joint Powers Agreement, and authorizing the President/Chief Execute Officer to take all reasonable steps to seek approval of the amendments by the legislative bodies of the JPA members. Among the revisions recommended are provisions for the City of Coachella to join the JPA agreement, establishing a regional economic development marketing strategy to be administered by VGPS, and new JPA member contributions. The Visit Greater Palm Springs staff report and resolution are attached to this staff report.
ATTACHMENT(S)
1. VGPS Staff Report
2. VGPS Resolutions
3. Second Amended and Restated Joint Powers Agreement (Redline)
4. City Council Resolution
AGENDA ITEM#
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ATTACHMENT 1
VGPS STAFF REPORT
(SEE ATTACHED)
9-3
"llisit' ~ greater
palm springs
70100 fiii;wxu; lll / rancho mirag e, co 92270
760 .110.9000 / soo .96 7.3767
STAFF REPORT
TO: JPA Executive Committee
FROM: Scott White, President & CEO
DATE: March 26, 2024
SUBJECT: RECOMMEND APPROVAL AND ADOPTION OF RESOLUTION NO. JPA 2024-003; A RESOLUTION
OF THE JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE OF VISIT GREATER PALM SPRINGS APPROVING AN AMENDMENT TO SECTION 12 OF THE AMENDED AND RESTATED JOINT POWERS
AGREEMENT REGARDING CONTRIBUTION SCHEDULE FOR JOINT POWERS AUTHORITY MEMBERS Staff Recommendation
Staff recommends that the JPA Executive Committee approve and adopt Resolution No. JPA 2024-003.
Background
VGPS staff recommended adding the City of Coachella to the JPA Executive Committee. This recommendation was based on the new economic development diversity recruitment responsibilities and the addition of short-term vacation rentals in the City of Coachella. During the JPA agreement amendment process VGPS staff learned that when the JPA was first established, an entry and operation fee were required of all JPA member agencies .
Upon executing the Joint Powers Agreement on February 1, 1989, the original JPA members (eight cities) paid an upfront fee to help establish the organization . Commencing July 1, 1989, and quarterly thereafter, each JPA member agency contributed an amount based on a funding formula .
The interim funding fee and interim operation fee were divided among the JPA member cities . The interim fee was based on .55% x gross sales and the operation fee was based on the interim fee multiplied by
15.62%. Please see the original interim funding schedule below:
Fiscal Year 1988/1989
Interim Funding Formula
FY 1987-1988 FY 1987-1988
Estimated Gross Interim Ooeration X
Citv Sales ~.55% 15.62%
Desert Hot Sprin gs $ 3,338,000.00 $ 18,359 .00 $ 2,868.00 Palm Springs $ 63,333,000.00 $ 348,332 .00 $ 54,409.00
Cathedral City $ 10,744,000.00 $ 59,092.00 $ 9,230 .00
Rancho Mirage $ 23,750,000.00 $ 130,625.00 $ 20,404.00
Palm Desert $ 47,083,000.00 $ 258,957.00 $ 40,449.00
I ndian Wells $ 9,857,000 .00 $ 54,214.00 $ 8,468 .00
La Quin ta $ 9,250,000.00 $ 50,875.00 $ 7,947.00
I ndio $ 5,375,000 .00 $ 29,563.00 $ 4,618.00
Coachella $ - $ 10,000.00 $ 1,562.00
IQmJ. !Ii 172. 730 nnn nn !Ii ~~n.011 nn !Ii 11;.n nnn nn 9-4
Riverside County joined the JPA Executive Committee in 1995. The amendment to the Joint Powers Agreement approving and adopting the membership of Riverside County established a minimum contribut ion of $30,000. The minimum annual contribution was subject to an annual increase at a rate of 5% per year. Outlined below are the historical payments made by Riverside County.
Riverside County Annual Contribution
1995 $ 31,500.00
1996 $ 31,500.00
1997 $ 33,000.00
1998 $ 34,729.00
1999 $ 36,465.00
2000 $ 38,288.00
2001 $ 40,202.00
2002 $ 42,216.00
2003 $ 44,323.00
2004 $ 46,540.00
2005 $ 48,865.00
2006 $ 57,172.00
2007 $ 57,172.00
2008 $ 48,824.00
2009 $ 36,618.00
New JPA formula began Jan 201 o
201 O 1st half $ 18,309.00
FY 2010-2011 $ -
FY 2011-2012 $ 12,000.00
FY 2012 through
2023 $ 12,500.00
When the TBID was established in 2009, the JPA formula was reduced by 75%. Riverside County annual contribution amount was reduced to align with the reduction of the JPA formula. Riverside County paid $12,500 each year since FY 12/13.
We have no record why Riverside County has not used the established JPA formula that is currently .15% of gross rental revenues for non-convention lodging and .35% for convention lodging.
For reference, the Riverside County estimated JPA formula contribution for FY 22/23 would have been $25,093.
Based on the City of Coachella's historical transient occupancy tax (TOT) budget figures and using the JPA formula, the following table outlines what Coachella's annual JPA contribution would have been for previous years. These calculations are for reference:
21 Page
9-5
City of Coachella
Gross JPA
FY rroT Revenues Formula
2017/2018 $90,360.00 $1,004,000.00 $1,506.00
2018/2019 $133,385.00 $1,482,055.56 $2,223.08
2019/2020 $227,076.00 $2,523,066.67 $3,784.60
2020/2021 $533,044.00 $5,922,711.11 $8,884.07
2021/2022 $710,666.00 $7,896,288.89 $11,844.43
2022/2023 $380,060.00 $4,222,888.89 $6,334.33
2023/2024 $500,000.00 $5,555,555.56 $8,333.33
Based on the formula from FY 88/89 and the most recent estimated TOT collections, the initial fee charged to Coachella to join the JPA Executive Committee would be as follows:
The city of Coachella entry fee calculation is based on their FY 23/24 gross revenues estimate. $5,555,555.00 x .55% = $30,555 plus the operation fee ($30,555 x 15.62%) = $4,772. The total amount would be $35,327.
Staff are recommending any new member agency should pay the entry fee and the fee should be paid within 30 days of joining the JPA Executive Committee.
Outlined below are the current JPA contribution estimates. These figures may fluctuate depending on the final gross revenues and are provided for reference.
Visit Greater Palm Springs Funding Budgets - Desert
Cities 'Fiscal Year 2023 -2024
~PA Member 23/24 Annual Contribution
Cathedral City $ 50,625.00
Desert Hot Springs $ 42,841.99
Indian Wells $ 285,714 .29
Indio $ 77,550.00
La Quinta $ 389,393.18
Palm Desert $ 425,000.00
Palm Springs $ 874,599.17
Rancho Mirage $ 374,591.80
Riverside County $ 12,500.00
Staff is recommending due to the additional responsibilities of economic development recruitment and the broader benefits recognized by the member agencies, a minimum annual JPA member contribution of $35,000 or the current JPA formula, whichever is greater should be required by all member agencies, including Riverside County. The minimum fee would increase annually based on the CPI for Southern California. The JPA formula would not be subject to the CPI adjustment. The annual JPA member contribution, whether the minimum fee or formula fee, would be paid quarterly to the organization and adjusted at the end of the fiscal year based on actual gross room revenues. 3I Page
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ATTACHMENT 2
VGPS RESOLUTIONS
(SEE ATTACHED)
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Gary Gardner, Chair
City of Desert Hot Springs
Waymond Fermon, Vice Chair
City of Indio
Mark Carnevale
City of Cathedral City
Greg Sanders
City of Indian Wells
Linda Evans
City of La Quinta
Jan Harnlk
City of Palm Desert
Jeffrey Bernstein
City of Palm Springs
Steve Downs
City of Rancho Mirage
V. Manuel Perez
County of Riverside
JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE
RESOLUTION NO. JPA 2024-002
A RESOLUTION OF THE JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE
OF VISIT GREATER PALM SPRINGS APPROVING THE MEMBERSHIP OF THE
CITY OF COACHELLA, EXPANDING THE TERRITORIAL LIMITS TO INCLUDE THE
CITY OF COACHELLA, APPROVING AN AMENDMENT TO THE PURPOSE OF THE JOINT POWERS AUTHORITY, AND CREATING A 501(C)(6) ENTITY WHEREAS, Visit Greater Palm Springs (VGPS) is a Joint Powers Authority operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.), located in the County of Riverside, State of California; and WHEREAS, the JPA Executive Committee serves as the governing body of VGPS; and
WHEREAS, the JPA Executive Committee adopted the Joint Powers Agreement ("Amended and Restated Agreement") on January 20, 2016 ("JPA Agreement"); and
WHEREAS, section 24 of the JPA Agreement provides that the JPA 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 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 3 (Purpose) of the JPA Agreement provides that the purpose of 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 Agreement 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 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 Agreement currently authorizes 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 interests 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 WHEREAS, section 11 (Territorial Boundaries) of the JPA Agreement, 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 Agreement. The territorial boundaries of 1 9-8
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, in accordance with above referenced sections of the JPA Agreement, the JPA Executive Committee now desires to (l) revise the purpose set forth in the JPA Agreement as described below, (2) include the City of Coachella as a VGPS Member, (3) expand the territorial boundaries of the JPA to include the City of Coachella, and (4) create a 501 (c) (6) entity, formerly the Board of Directors, to manage the destination activities of the JPA.
NOW, THEREFORE, BE IT RESOLVED by the JPA Executive Committee of Visit Greater Palm Springs as follows:
Section 1. Recitals.
That the Recitals set forth above are true and correct.
Section 2. The Purpose of the JPA.
That the JPA Executive Committee hereby approves and adopts the following amendment to section 3 ("Purpose") of the JPA Agreement:
The purpose of VGPS is to benefit all VGPS 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 overall region's economy in the
Coachella Valley.
Section 3. VGPS Members .
That the JPA Executive Comm ittee, having determined that the City is qualified to be a member of VGPS, hereby approves and adopts the following amendment to section 7 ("VGPS Members") of the JPA Agreement:
The members of the JPA shall consist of the parties to this Agreement which includes 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.
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Section 4. Territorial Boundaries.
That the JPA Executive Committee, having determined that the City is qualified to be a member of VGPS, hereby approves and adopts the following amendment to section 11 ("Territorial Boundaries") of the JPA Agreement:
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 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.
Section 5. VGPS Member Agency Approval.
That the JPA Executive Committee hereby approves and adopts the following amendment to section 1 0(c) ("Purpose") of the JPA Agreement:
Delegate authority to manage destination activities to
[Greater Palm Springs Business Alliance] GPSBA. 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 BPSBA shall manage the
destination operations of VGPS, and shall be governed by bylaws, as amended from time to time.
The GPSBA will oversee the daily operations, 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.
Section 6. That the President/Chief Executive Officer of VGPS and/or his designee shall take all reasonable steps to seek (1) the approval of the membership of the City of Coachella, (2) the approval and adoption of the amendments to the JPA Agreement set forth above, and (3) the approval and adoption of a Second Amended and Restated Joint Powers Agreement in substantially the same form as attached hereto as Exhibit "A" and incorporated herein by this reference. 3 9-10
Section 7. Severa blllty.
That the Executive Committee declares that, should any provision, section, paragraph, sentence, or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences, or words of this Resolution as hereby adopted shall remain in full force and effect.
Section 8. Repeal of Conflicting Provisions.
That all the provisions heretofore adopted by Visit Greater Palm Springs or the Executive Committee that are in conflict with the provisions of this Resolution are hereby repealed.
Section 9. Effective Date.
That this Resolution shall take effect immediately upon its adoption.
Section 10. Certification.
That the Clerk of the Executive Committee shall certify as to the adoption of this Resolution and shall cause the same to be processed in the manner required by law.
PASSED, APPROVED AND ADOPTED at a special meeting of the Joint Powers Authority (JPA) Executive Committee of Visit Greater Palm Springs, held on the 29 day of February, 2024, by the following vote:
AYES:
NAYES:
ABSENT:
ABSTAIN:
ATTEST:
Gary Gardner, Chair
Executive Committee
Visit Greater Palm Springs
Sarah Goslin, Clerk for the Executive Committee
APPROVED AS TO FORM:
Lena D. Wade, General Counsel
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DocuSign Envelope ID: 1D900847-CD2B-49FF-A0AC-ED2FF9FAD161 Gary Gar dner, Chair
City of Desert Hot Springs
Wa ymond Ferm an , Vice Chair
City of Indio
Ma rk Carn evale
City of Cathedral City
Gr eg Sanders
City of Indian Wells
Lind a Evans
City of La Qu inta
Jan Har nik
City of Palm Desert
Jeffre y Bernste in
City of Palm Springs
Ste ve Dow ns
City of Rancho Mirage
V. Ma nuel P erez
County of Riverside
JOINT POWERS A UTHORITY EXECUTIVE C OMMITTEE
RESOLUTION NO. JPA 2024-003
A RESOLUTION OF THE JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE
OF VISIT GREATER PALM SPRINGS APPROVING AN AMENDMENT TO SECTION 12 OF THE AMENDED AND RESTATED JOINT POWERS AGREEMENT
REGARDING CONTRIBUTION SCHEDULE FOR JOINT POWERS AUTHORITY
MEMBERS
WHEREAS, Visit Greater Palm Springs (VGPS) is a Joint Powers Authority ("JPA") operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.), located in the County of Riverside, State of California; and WHEREAS, the JPA Executive Committee serves as the governing body of VGPS; and
WHEREAS, the JP A Executive Committee adopted the Joint Powers Agreement ("Amended and Restated Agreement") on January 20, 2016 ("JPA Agreement"); and
WHEREAS, section 12 of the JPA Agreement sets forth the co ntribution amounts for JPA Members' participation in the JPA. Pursuant to the JPA Agreement, the contribution amounts may only be c hanged or amended with a unanimous vote of the JPA Executive Committee and a unanimou s vote of the JPA Members' legislative bodies; and
WHEREAS, in accordance with the above referenced sect ions of the JPA Agreement, the JPA Execu tive Committee now desires to revise the JPA Members' contribution amounts as set forth below.
NOW, THEREFORE, BE IT RESOLVED by the JPA Executive Committee of Visit Greater Palm Springs as follows:
Section 1. Recitals.
That the Recitals set forth above are true and correct .
Section 2. JPA Member Contributions.
That the JPA Executive Committee hereby approves and adopts the follow ing amendment to section 12 ("Contribution s") of the JPA Agreement:
(a) Initial Membership Fee. Each new JPA Member shall pay to the JPA a one-( l) time entry fee and operation fee ca lcu lated as follows:
(i)
(ii)
Entry Fee: The "Entry Fee" shall be calculated by multiplying the new JPA Member' s current fiscal year's gross revenue estimate by .55%.
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.
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DocuSign Envelope ID: 1D900847-CD2B-49FF-AOAC-ED2FF9FAD161 (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 of the 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 tor 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 3. Initial Membership Fee for the City of Coachella.
That the Entry Fee and Operation Fee for the City of Coachella for Fiscal Year 2023/2024 is $35,327 which has been calculated as follows:
Entry Fee: $5,555,555 x . .55% = $30,555
Operation Fee _ _ 3=0='=55=5~-~x - ~1 =5.=6=2~%~ -=- --~4~,7~7=2 Initial Membership Fee $35,327
Section 4. That the President/Chief Executive Officer of VGPS and/or his designee shall take all reasonable steps to) seek the approval of the amendment to section 12 of the JPA Agreement by the legislative bodies of the JPA Members.
Section 5. Severablllty.
That the Executive Committee declares that , should any provision, section, paragraph, sentence , or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation , the remaining provisions, sections, paragraphs, sentences, or words of this Resolution as hereby adopted shall remain in full force and effect.
Section 6. Repeal of Conflicting Provisions.
That all the provisions heretofore adopted by Visit Greater Palm Springs or the Executive Committee that are in conflict with the provisions of this Resolution are hereby repealed .
Section 7. Effective Date.
That this Resolution shall take effect immediately upon its adoption.
Section 8. Certification.
That the Clerk of the Executive Committee shall certify as to the adoption of this Resolution and shall cause the same to be processed in the manner required by law.
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DocuSign Envelope ID: 1D900847-CD2B-49FF-AOAC-ED2FF9FAD161 PASSED, APPROVED AND ADOPTED at a special meeting of the Joint Powers Authority (JPA) Executive Committee of Visit Greater Palm Springs, held on the 29 day of March, 2024, by the following vote:
, 8 - Gary Gardner, Waymond Fermon, Greg Sanders, Linda Evans, Jan Harnik, Jeffrey Bernstein, Steve Downs, Joaquin AYES. Tijerina (Riverside County)
NAYES: p
ABSENT: 1 - Mark Carnevale (Cathedral City)
ABSTAIN: (b
ATTEST:
ner, Chair
Executive Committee
Visit Greater Palm Springs
~th_']
Sarah Goslin,erktO.: the Executive Committee
APPROVED AS TO FORM:
G.;.I~~
Lena D. Wade, General Counsel
3 9-14
ATTACHMENT 3
SECOND AMENDED AND RESTATED
JOINT POWERS AGREEMENT (REDLINE)
(SEE ATTACHED)
9-15
Greater Palm SpriAgs Convention & Visitors Bureau
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.
JANUARY 20, 2016
2024
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TABLE OF CONTENTS
RECITALS .................................................................................... ....................................... I AGREEMENT ...................................... ............................................................................... 1 Section 1
Section 2
Section 3
Section 4
Section 5
Date
Section 6
Section 7
Section 8
Section 9
Section 10
Section 11
Section 12
Section 13
Section 14
Section 15
Section 16
Section 17
Section 18
Section 19
Definitions ....................................................................................... 1 Incorporation of Recitals ................................................................. 3 Purpose ............................................................................................ 3 Name ................................................................................................ 3 ffii.ti.tttFirst Amended and Restated Agreement Superseded - Effective 3 Termination ...................................................................................... 3 G¥B,!ft\ Members .......................................................................... 4 Additional Members ........................................................................ 4 Governing Body ............................................................................... 4 JP A Executive Committee - Powers and Duties ............................. 4 Territorial Boundaries ...................................................................... 5 Contributions ................................................................................... 6 Withdrawal ..................................... ......... ........................................ 6 Separate Entity ............................................................................... +fl.
Powers of the JPA ......... ................................................................... 7 Power to Invest ................................................................................ 9 Bonding ........................................................................................... 9 Treasurer and Auditor - Designations ............................................. 9 Treasurer - Duties and Responsibilities ........................................... 9 [ Formatted: Not Expanded by/ Condensed by
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Section 20
Section 21
Section 22
Section 23
Section 24
Section 25
Section 26
Section 27
Section 28
Section 29
Section 30
EXHIBIT A
Independent Audit ............................................... .......................... 10 Auditor's Duties ............................ ...................... .......................... 10 Severability .................................................................................... I 0 Waiver ....................................................................................... -1-1-lQ Amendments ................................................................ .............. -1----1-lQ Ambiguities or Uncertainties .................. ....................................... 11 Applicab le Law ................................................................. ............. 11 Venue ............................................................................................. 11 Notices ......................................... ................. ................................. 11 Counterparts ................................................................................... 12 Privileges and Immunities ............................................................. 12 Territorial Boundaries .......................................................................................................... 16 9-18
This Second Amended and Restated Joint Powers Agreement {this "Ag reement") js•. entered hereffii!!!Q. by and between the cities of Cathedral City, Coache ll<l.,. 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 Jhe 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. ( .. Agreemenf').The Joint Powers Authority is known as ·'Visit Greater Palm Springs·• r--vG PS''l.
The parties to this Agreement are individually referred to herein as "G¥BJ.PA. Member" and collectively as "G¥BJ.PA.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 ("JP A"); and WHEREAS, the G-\LBJPA Members entered into the original joint powers agreement• on February 8, 1989, for the purpose 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 G-\LBJP A Members have in common; and WHEREAS, it is intended by the G-\LBJP A Members that this Agreement shall be• amendatory of the original joint pov,·ers agreementFirst Amended and Restated Joint Powers Agreement, dated February 8, l 989Janua ry 20, 20 I 6, including any subsequent amendments ("ffiifia.ffirst Amended and Restated, Agreement"), and shall restate, amend and supersede the lfi.it.ia.lFirst Amended and Restated Agreement in its entirety as of the Effective Date; and WHEREAS, tl~e CYB Members, consisting of the cities of Cathedral City, Desert Hot Springs, IHdian Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage and the Count)' of Riverside have consented to renaming the JPA to the "Greater Palm Springs Co1wention & Visitors Bureau" ("CVB'') for all purposes.
WHEREA S, on or about . 2024. it was determined b y the VGPS President and Chief Executive Officer and his staff that at least n.vo thirds of the entire VGPS Executive Committee and all of the JPA Members voted to {i) add the C ity 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 WHER EAS, on or about . 2024, it was determined b y 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• Formatted: Font: 12 pt
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forth, and intending to be legally bound hereby, the G-¥-BJPA Members hereby covenant and agree as follows:
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AGREEMENT
Section t, Definitions
The following words, term s and phrases shall have the following meanings:
'·AdvisOF)' Board" shall mean the board appointed b)' the JPA E,weuti•,•e Committ ee fo r the purposes deseribed iR paragraph (c) of SectioR I 0. "Additional JPA Members" shall mean qualified organi 2ationsmunicipalitie s that • may be added as members of G-¥-B-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 hospitali ty industr y for the purposes described in Section 10.
"Convention Hot el" s hall mean a hote l, mot el or similar prop erty with 50 rooms or greater 0
.
'•Joint Exe rcise of Powe rs Act " shall mean Californ ia Gove rnm ent Cod e sect ions 6500-6536.
that prov ides facilities··JPA"' shall mean the Joint Powers Author itY,. and ~ des ignedmay also b e referrecJ. to. host mee tings or gat heriRgs witl1in or upon the same premises of the hotel or ,,..·itl1 in a faci lity (herein as YGPS. ··JPA Executi ve Committ ee .. shall mean the JJ>A·s governing body formed for. e1.an1ple: con•,<ention centers, auditorium s, outd oor \'enues, etc.) that is i11 close pro,.imit y of the hotel the purposes and having the powers and duties set forth in Section 10, ·'CVB r iscu l Yen( ' shall mea n the period eomm encing Jtil)' I of eve ry )'ear and endin g Jun e 30 of the fo llow ing calendar year.
~-·JPA Member" shall mean an orga niw tiona munici pality that is party to this Agr eement.
"G-¥-B-JPA Members" shall mean , collectively , the orga nizationsmuni cipaliti es that have entered into this Agre ement.
"G-¥-B-JPA Member Contribution s" shall mean the annual contribution amount s duly established pur suant to Section 12.
··Gr.iater Palm 8 pri11gs Co nvent ion & V isitors Bureau" or --cVB " shall 111 .ian the Jo int Powers Auth ority formed b)' the e ities of Cath edral City, Deser t Hot Sf)rings, Indi an Wells, Indio , La Quinta , Palm Desert , Palm Sprin gs and Rancho M irage and the Co unty of Rive rside.
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"Lodging Establishments : · as referenced in Section I 0, Paragraph C,.:.'. 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, or any privatepub lic 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.
..,.
UJoint Ei;·ereise @f Po•Ners ,'\et'~ shall mean Califfirnia G@ enulHn=tt Coft e seetions MQQliBli.
··JPA fo,ecutive CommiHee" shall mean the CVB's go·,·erning aod:Y formed for the purposes and having the pov,•ers and duties set forth in Section I 0.
A ··Non Convention Hotel " shall mean any structure , with the exception of the previously delined ··Convention Hotels ," or Elll)' portion of any structure which is occupied or intended or designed for use or occupancy ay transients including, aut not limited to, dwelling , lodging or sleeping purposes and i1rnludes any lrntel, inn, tourist home or house , motel , studio hotel , Bachelor hotel , lodging house, rooming house , apartment house, dormitor) ', pualic or private clue, campground , moai le home or house trailer at a fiKed location, or other like structure or portion thereof . J>Jon Convention I lotel includes a recreational veliiele , as defined in Cal. I lealth & Safe!)' Code ~ 180 IO and campgrounds .
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 G\LBVGPS, who is responsible for professionally supervising, managing, and administering C-¥B2sVGPS ·s day-to- day affairs as described in paragraph (e) ofSection 10 and elsewhere in this Agreement.
··TBIIY-sha ll mean Tour ism Business Improvement District assessment . ___ "Technical Advisory Committee" or ··TAC" shall mean the committee which may be◄ appointed by a majority vote of C-¥B2sVGPS's JPA Executive Committee for the purposes described in paragraph (d) of Section 10.
"Treasurer" shall mean the individual appointed by C-¥B2sYGPS"s JPA Executive Committee to serve the functions described at Section 19 and may be the same individual appointed as Auditor~
·'YGl'S Fiscal Year ·· sha ll mean the per iod commencing Ju ly of every year and ending June 30 of the fo llowing ca lendar year.
·•Visit Greater !'aim Spring s .. or ··VGPS '' shall mean the Joint Powers Authority 4 [ Formatted: Right: O"
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formed by the cities of Cathedral C ity. Co achella. Desert Hot Sprin gs, Indian Well s, Indio, La Quinta . Palm Dese rt, Palm Springs and Ran cho Mirage, and the Count y 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 this AgreemeAtVGPS is to form a joiAt powers authorit)' to benefit all JPA Members and their constituents by jointly eAeourage, promote, and to do~ (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, all to the benefit of the CVB Members and tl~eir eoAstitueAts.; and (b) Doing s uch 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 econom y of the Coachella Valley.
Section 4. Name
The name of the JPA shall be fhe..!'··Visit Greater Palm Springs CoAveAtioA & Visitors· Bureau·· ("CYB '" ("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 JP A Executive Committee .
Section 5. lfl#i.o.lFirst Amended and Restated Agreement. Superseded Effective Date
It is intended by the C-¥-B-JPA Members that this Agreement shall be amendatory of• the lfi.i-tialFirst Amended and Restated Agreement and shall restate, amend and supersede the lfi.i-tialFirst Amended and Restated Agreement. Upon its Effective Date, this Agreement shall govern the relationship of the C-¥-B-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 C-¥-B-lft\.Members' legislative bodies ("Effective Date").
Section 6. Termination
(a) This Agreement may be terminated by unanimous vote of all the C-¥-B-JPA Members ' legislative bodies provided , however, the foregoing shall not be construed as limiting the rights of a C-¥-B-JP A Member to withdraw its membership in the JPA, and thus terminate this Agreement with respect to such withdrawing C-¥-B-lft\. Member as described in Section I 3; and
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(b) Pursuant to section 6512 of the Government Code, upon termination of this Agreement and dissolution of the JP A, any surplus money on hand with the JP A shall be returned to the GV-BJ.EA Members' treasuries in proportion to the GV-BJ.EA Member Contributions made by the respective GV-BJPA Member to the JPA. (c) Upon termination o f 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. t¥-B 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 GV-BJP A Members that qualify to join a joint powers authority under the◄ Joint Exercise of Powers Act may be added as GV-BJPA Members at any time by a two-thirds vote of the of the entire JPA Executive Committee and a unanimous vote of the GV-BJPA 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 GV-BJPA Member; and (ii) a member ofthe Riverside County Board of Supervisors. (b) Only those members ofthe JPA Executive Committee, whose agencies pay the GV-BJP A 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 of the JP A, 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 ofthe JPA Executive Committee;
(b) Approve and adopt a budget for the JPA prior to the commencement of the JP A's• 6 Formatted: Condensed by 0.1 pt
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subsequent fiscal year, the term of which shall be set by a majority vote of the JP A Executive Committee;
(c) Apfloint an advisOf)' aoard consisting(c) Delegate authority to m a n age ◄ 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 g roup sales, and employ an individual who shall serve as the President and Chief Executive Officer of the JPA. who shall be responsible for professionally s upervising, managing a nd administering the day-to-day affairs of the JPA, hire and fi re JPA employees, retain consultants and independent contractors and perform such other functions as needed. Termination o f the • .. , President & C hief Executive Officer will require a majority vote of the JP A Executive I : , Committee and GPSBA Board ~f Dire~tors. The Board ~f ~ ire_ctors of the ? PSBA ~hall consist / otjmy number otpersons associated with theJ ocaUiosp1tahty •• mdustry, wh1ch.Jnay.,1nclude,..but • p ot_beJ imitedJo,Jhose .. whqpwn,JT1anage, 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 ay the JPA EJ,ecuti\<e Comm ittee;. The G PSBA s hall manage the destination operations of VG PS. and shall be governed by bylaws, as amended from time to time.
Activities other than t ourism r elated a ctivities. such as but not limited to economic diversification efforts, shall remain the responsibility of the JPA and shall be governed by the JPA Members ancl/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 JP A◄ Executive Committee , a Technical Advisory Committee (TAC) consisting of a staff member employed by each ~ JP A Member as designated by the respective JP A Executive Committee member, for purposes of advising the JPA Executive Committee on any technical issues of the JP A that the JP A Executive Committee may need advice on; (e) Employ an individual who shall serve as the President and Chief Executive Officer of tl~e JPA, ,,.,,ho shall be respons iale for professiona lly superv ising, managing and administering the day to day affairs of the JPA, hire and tire JPA employees, retain consultants and independent contractors and perform such otl~er fimctions as the JPA Execut ive Comm ittee 1118)' designate ;
ff) .<tl__ 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
fg:)ffi_ Create any committees, sub-committees, advisory conm~ittees and advisory◄ eearesco mmittees, as deemed necessary by a majority vote of the JPA Executive Committee, to advance and/or achieve the purposes set forth in this Agreement. tfl){gl_Pursuant to Section 6509 of the Government Code, the powers set forth in this◄ \ ''
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Agreement shall be subject to the restrictions upon the manner of exercising such similar powers as are imposed on the City ofRancho Mirage in the exercise of similar powers . ,Sectjon.lL 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, Coach ella, 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 G-1/-BVGPS may only be changed by a two-thirds vote of the JP A Executive Committee and a unanimous vote of the G-1/-BJP A Members' legislative bodies.
.
Section 12. Contributions
(a) Initial Membership Fee. Each G-1/-Bnew JPA Member shall pay to the JPA-1! one-( I) time entry fee and operation fee calculat ed as follows:
(i)
(ii)
Entry Fee : The .. Entry Fee'· shall be calculated by multiplying the ne\\· JPA Member' s current fi scal year' s gross revenue estimate bv .55°/4,.
Operation Fee: The: '·Operation Fee" shall be calculated by rnultiplving the Entry Fee by 15.62%.
The sum of the Ent1y Fee and the Operation Fee is due within thirty (30) days ofa new JPA Member joining the JPA.
fa, (b) Annual Contribution . Each JPA Member shall pay to the JPA (i) the g reater 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 G-1/-BJPA Members' legislative bodies. The 13roYisioAs of this section may only be chaAged or amended with a unaAimous vote o f the JPA Execut ive Committee and a unanimou s vote of the C VBJPA Members' legislative bodies shall, at a minimum . make quarterly payments of the annual contribution to VGPS .• ___ A contribution from each of the G-1/-B:!.fAMembers is a funding mechanism equal to~
.0015 x Gross Room Rental Revenue for Neti- Lodging Establishments exc ludin g◄ Conventio n. Hotels, and
.0035 x Gross Room Rental Revenue for Convention Hotels fb)fill_ The Gross-14etel Room Rental Revenue described herein shall not include any ◄ transient occupancy tax rebate incentives provided by the G-1/-B:!.fAMembers .
Section 13. Withdrawal
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Any Party may withdraw as a G-¥-BJP A Member and the obligations under this Agreement subject to the following conditions:
(a) The withdrawing G-¥-BJPA 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 ofthe G-¥-B-'-VGPS' s Fiscal Year.
(c) All G-¥-BJPA Member Contributions must be paid in full by the withdrawing G-¥-BJPA Member through the end of the current G-¥-BVGPS Fiscal Year of the year when the withdrawing G-¥-BJPA Member provides its Notice ofWithdrawal as well as the following G-¥-BVGPS Fiscal Year.
(d) After giving notice of withdrawal, a withdrawing G-¥-BJPA Member shall not have voting privileges on the JP A Executive Committee except for operating budget items through the effective date of withdrawal.
(e) A withdrawing G-¥-BJPA Member may again become a party to this Agreement on condition that it pays to the treasury of the G-¥-BVGPS an amount equal to all G-¥-BJPA Member Contributions which the withdrawing G-¥-BJP A Member would have been required to pay if it had not withdrawn from participation.
(f) Partners within the territorial boundaries of the G-¥-BVGPS may remain active Partners as long as their respective government entity is a G-¥-BJP A Member and during the period of their G-¥-BJPA 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 TB ID unless and until the TB ID exp ires without renewa l or is disestablished pursuant to the Property a nd Business Improvement Area Law of 1994, Streets & Highways Code §36600 et seq. The withdrawing JPA Member shall continue to be respo nsible for collecting the TB ID on a monthl y basis (including any delinquencies, penalties and interest) from each assesse d business and forwardin g 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 t he 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.
"'S""e""ct,.,,io:::.n:.:...:.1~5,_. __ Separate Entity
P-tt-FsttaRtExcept 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 JP A 9 Formatted: Condensed by 0.1 pt
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shall be its sole responsibility and shall not become the debts, liabilities, or obligations of any one G¥BJP A Member except that any G\l-B,JPA Member may separately contract for, or assume responsibility for specific debts, liabilities, or obligations of the JP A.
Sectjon -t-S16, 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 JP A 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; ~f.!2)_ The power to retain agents, independent contractors and consultants, including◄ without limitation the power to engage legal counsel and other professional services; Wf.fL The power to acquire, construct, manage, maintain or operate any building,◄ works or improvements;
~@_ 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 JP A;
fB{fil_ 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; fgji..!l.._ The power to sell, lease or otherwise dispose of any real or personal property◄ including exchanging equivalent properties ifit is deemed to be in the best interests of the JPA; f!B.{g)_ The power to donate any surplus real or personal property to any public agency◄ or nonprofit organization;
fij.(hl_ The power to incur debts, liabilities or obligations, including without limitation◄ the power to borrow money, give security therefore, and purchase on contract; f:H.Lll_ 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; .(iL_ 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 [ Formatted: Right: 0"
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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 agrne1Hent/\gree ment by the G\LBJPA Members constitutes consent .,..fi) to-_;_
fltj.ill_ 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 CYB in eon neet ion wiH1 fonHation of the said distrie t ('·20 13 TMD "); (ii) to form an improvement distriet not to exceed an assessment rate of one percent ( I%) on Lodg ing estae lisl~ ments not current !;' eeing assessed under the 20 13 TMD or the PahH Springs Desert Resort Commu nities Tour ism Business Improvement Distric t estae lisl~ed B)' Ord inance }Jo. 883 of the Count) ' of Riverside ("Touris m BID"); and (iii) to consolidate the 20 13 TMD and Tou rism BID as long as the overa ll assess ment rate does not exceed three percent (3%) on the ent ities current ly eeing assessed therein;VGPS in connection with formation of the said district ("201 3 TMD "); and (ii) t he formation of the G reater P alm Springs Tourism Business Improve ment District pursuant to Resolution No. 201 6-004 a nd to levy an assess ment 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 ( .. 202 1 TBHY'l and to levy an assess ment of three percent (3%) on Convention H ote ls a nd one perce nt ( I%) on vaca tion rentals:
fBfil_ The power to adopt rules, regulations, resolutions and ordinances that may be ◄ - necessary or proper to carry out the purposes and intent of the JP A; ffnj(.ll__The power to enforce rules, regulations , resolutions and ordinances for the administration, maintenance and operation of the JPA;
W.C!:!!1_ 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; Wi!!L The power to provide insurance . pursuant to section 989 of the Government◄ Code, .et seq.;
fp){QL The power to sue and be sued in the name of the JPA; WiPL...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 grow ing a nd diversifying the economy through p romoting and marketing all aspects of the hospitality, convention and tourism industry in the Coachella Valley for the purpose of attracting visitors, groups, meetings, conventions a nd new businesses from national and international markets, as permitted pursuant to Government Code section 37110;
(8.(g)_ The power to travel domestically and internationally that is necessary or proper◄ 11 Formatted: Indent: Left: 0", First line: 1 ", Right: 0", Numbered + Level: 1 + Numbering Style: i, ii, iii, ... + Start at: 1 + Alignment: Left+ Aligned at: 0.75" +
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to carrying out the purposes and intent of the JPA;
~.(rl_ 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;
ftjw..._.The_..power toJ obby_..on..behal(.o( travel andJourism~ and economic development;: _ -
Wfil_. The power to form a non-profit corporation or other affiliated non-profit entities foU he, p urpose .. o(promoting ancf. .enhancing aILaspects .. o(Jhe. hospitalit)', eonvention and .tourism and economic developmen~ industry; and
MM_ 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, Sectjop ¾ 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 +718, Bonding
Pursuant to Government Code section 6505. I, individuals occupying the following• positions shall file an official bond in an amount deemed sufficient by the JP A Executive Committee:
(a) President/ChiefExecutive Officer;
(b) Director of Finance; and
(c) Treasurer,
Section f8 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 JP A, and the JP A Executive Committee may appoint one qualified person to serve as both Treasurer and Auditor or two qualified persons to serve as each separately, Section -1-920, 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• 12 \ I
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treasury of the Treasurer so designated to the credit of the JP A; (b) Be responsible, upon his or her official bond, for the safekeeping and disbursement of all JPA money so held by the Treasurer; Pa;', when due, out of mone;' of the JPA held O)' the Treasurnr, all sums pa;'able on outstanding bonds and coupons of the JPA; (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 on the first da;· of July, October, January and April· ~ no less than five (5) times per year to the President/Chief Executive Officer, the JPA Executive Committee and to all Parties the amount of money the Treasurer holdsfinancial statement of activities for the JPA, the amount of receipts since the Treast1rer's last report, and the amount paid out since the Treasurer's last report~ . 13 Formatted: Indent: Left: 1.18", First line: 0.5'', Tab stops: Not at 1.06"
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Section W2 I, 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.
Sectjop ¼122, 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 JP A;
(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 JP A 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.
Sectjop ¥ 23. Attorney's Fees
In the event litigation or other proceed ing is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceed ing shall be entitled to an award of its actual and reasonab le attorney's fees, costs and expenses incurred in the proceed ing.
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 halQ to pass such motion. In the event ofa 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 14 [ Formatted: Right: 0"
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Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 15 9-33
Section M26, 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 M27, 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 G¥BJPA Members' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws.
Sectjop #§28, Ambiguities or Uncertainties
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The G¥BJPA Members have mutually negotiated the terms and conditions of this• - [ Formatted: Right O" Agreement and each G¥BJPA 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 G¥BJ PA Members and none of the G¥BJ PA 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 G¥BJ PA Member.
Section U 29, Applicable Law
This Agreement shall be construed and enforced in accordance with the laws of the State• of California.
Section F 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.
Sectjop a-B31, Notices
Any notice or communication required hereunder between the JPA and the G¥BJPA• 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:
16 [ Formatted: Right: O"
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ity of Cathedral City
8700 A venida Lalo Guerrero
athedral City, CA 92234
ttention: City Manager
of Indian Wells 4 4 950 El
• Desert Hot Spr ings.
• n Wells! 1999 Palm Drive
92236
ana er
orado
, CA
ntion:
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Sectjop £232. 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 JQ331 Privileges and Immunities
Pursuant to section 65 I 3 of the Government Code, all of the privileges and • immunities from liability, exempt ions from laws, ordinances and rules , all pension, relief, 17 ~;---- ---- ------- - ..>.a~
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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.. 18 [ Formatted: Character scale: 105%
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(SIGNATURES APPEAR ON THE FOLLOWING PAGES (
9-37
IN WITNESS WHEREOF, the duly authorized representatives of the G-¥-BJPA• Members have each executed this Agreement.
.CITY OF CATHEDRAL CITY
Mark Carneva le,. Mayor
.
,Dated:
Charlie McClendon. City Manager
ATTEST:
'
Tracey R. Hermosillo,. City Clerk
APPROVED AS TO FORM:
'
Eric S. Vail,. City Attorney
CITY OF INDl ,,...N WEbbSDESERT
HOT SPRINGS
Scott Matas,.Mayor
.
,Dated:
CITY OF DESERl=
SPRINCSCOACHELLA
Steven Hernandez. Mayor
.
,Dated:
Gabriel Martin. City Manage_r
ATTEST:
Angela M. Zegeda,. City Clerk
APPROVED AS TO FORM:
Carlos Cam gos .• City Attorney
CITY OF JN-1)1.()INDIAN WELLS
Greg Sander s, Mayor
.
,Dated:
HQl=
-
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Christopher Freeland .• City Manager
Frank Luckino. City Manager
,ATTEST:
,ATTEST:
Angelica A vi la .• City Clerk
Daniel Mc Vey~ City Clerk
,APPROVED AS TO FORM:
,APPROVED AS TO FORM :
Todd Leishman. City Attorney
Jennifer Mizrahi~ City Attorney
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CITY OF LA Ql!INTAINDIO CITY OF PALM DESERTLA QUINTA
Guadalui;1e Ramos Am ith.., Mayor Linda Evans., Mayor
. .
Dated: Dated:
Bryan Montgomery., City Manager Jon McMillen . City Manager ,ATTEST : ,ATTEST:
Cynthia Hernandez.., City Clerk Monika Redeva . City Clerk ,APPROVED AS TO FORM: ,APPROVED AS TO FORM:
Steven P. Graham.., City Attorney William H. Ihrke. City Attorney CITY OF PALM SPRINGSDESERT CITY OF R,~NGHQ MIRAGEPALM
SPRINGS
Karina Quintanilla .• Mayor
. Jeffrey Bernstein ., Mayor
. -
,Dated:
Dated :
Todd Hileman. City Manager
Scott Sti les.., City Manager
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9-40
ATTEST :
ATTEST :
,
Anthony Mejia.,City Clerk
Brenda Pree. City Clerk
APPROVED AS TO FORM:
APPROVED AS TO FORM:
lsra Shah~ City Attorney
Jeffrey Ballinger., City Attorney
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COlJNTYCITY OF RIVERSIDERANCHO COUNTY OF RIVERSIDE . [ Formatted Table MIRAGE
. [ Formatted: Normal
Chuck Washington. Chairman
Steve Downs , Mayor
Dated: Jeff Van Wagenen. County
Executive Manager
Isaiah Hagerman . City Manager
Ghain:na1=1 ATTEST :
, Cetmty e1<eet1tive Gfl'ieer
Kimber ly A. Rector, Clerk of the
Board I< Formatted: Norma l
A TTEST:
APPROVED AS TO FORM :
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Kristie Ramos . City Clerk efthe Beard I< Formatted: Font: 12 pt Minh Tran , County Counse l A PPROVED AS TO FORM:
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, Cet1AI;' Ce t1Asel
Steven B, Quintanilla , City Attorney
9-42
EXHIBIT A
.TERRITORIAL BOUNDARIES - ( Formatted: Font 11 pt
9-43
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ATTACHMENT 4
RESOLUTION
(SEE ATTACHED)
9-44
1 RESOLUTION NO. ___________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
MIRAGE, CALIFORNIA, APPROVING THE SECOND AMENDED AND
RESTATED VISIT GREATER PALM SPRINGS JOINT POWERS
AGREEMENT
WHEREAS, the City of Rancho Mirage is a charter city and a municipal corporation of the State of California, and recognized as a political subdivision of State of California for certain purpose; and
WHEREAS, the Palm Springs Desert Resort Communities Convention and Visitors Authority, now known as “Visit Greater Palm Springs” is a joint powers authority operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.); and
WHEREAS, Visit Greater Palm Springs was formed in 1989. The operative legal document governing the joint powers authority is the Joint Powers Agreement, originally executed in 1989 and subsequently amended on multiple occasions, most recently in 2015; and
WHEREAS, Visit Greater Palm Springs’ Executive Committee adopted Resolution Nos. 2024- 002 and 2024- 003, approving various amendments to the Joint Powers Agreement, and authorizing the President/Chief Execute Officer to take all reasonable steps to seek approval of the amendments by the legislative bodies of the JPA members.
Among the revisions recommended are provisions for the City of Coachella to join the JPA agreement, establishing a regional economic development marketing strategy to be administered by VGPS, and new JPA member contributions. The Visit Greater Palm Springs staff report and resolutions are attached to the staff report, and the proposed Second Amended and Restated Joint Powers Agreement, incorporating all recommended revisions, is incorporated herein and attached hereto as Exhibit “A”; and WHEREAS, the City Council desires to approve the Second Amended and Restated Visit Greater Palm Springs Joint Powers Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO MIRAGE, CALIFORNIA, DOES HEREBY RESOLVES AS FOLLOWS:
SECTION 1.
RECITALS AND EXHIBITS
That the foregoing Recitals and attached Exhibits are true and correct and are hereby incorporated by this reference.
SECTION 2. AP PROVAL OF SECOND AMENDED AND RESTATED
JOINT POWERS AGREEMENT
9-45
2 That the City Council hereby approves the Second Amended and Restated Joint Powers Agreement.
SECTION 6. EFFECTIVE DATE
That this Resolution shall take effect immediately upon its adoption.
SECTION
7. SEVERABILITY
That if any provision, section, paragraph, sentence or word of Resolution and/or Second Amended and Restated Joint Powers Agreement be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words as hereby adopted shall remain in full force and effect.
SECTION 8
. CERTIFICATION
That the City Clerk shall certify as to the adoption of this Resolution and shall cause the same to be processed in the manner required by law.
SECTION 9.
REPEAL OF CONFLICTING PROVISIONS
That all provisions of any resolution in effect prior to the effective date of this Resolution as adopted by the City Council that are in conflict with the provisions of this Resolution, are hereby repealed.
9-46
3 PASSED AND ADOPTED on this ___ day of ____, 2024.
_________________________
Steve Downs, Mayor
ATTEST:
_____________________________
Kristie Ramos, City Clerk
APPROVED AS TO FORM:
_____________________________
Colin D. Kirkpatrick, City Attorney
9-47
EXHIBIT "A"
SECOND AMENDED AND RESTATED
JOINT POWERS AGREEMENT
(SEE ATTACHED)
9-48
9-49
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. 2024 -------~
9-50
TABLE OF CONTENTS
RECITALS ........................................................................................................................... 1 AGREEMENT ..................................................................................................................... 1 Section 1
Section 2
Section 3
Section 4
Section 5
Section 6
Section 7
Section 8
Section 9
Section 10
Section 11
Section 12
Section 13
Section 14
Section 15
Section 16
Section 17
Section 18
Section 19
Section 20
Definitions ............................ ........................................................... 1 Incorporation of Recitals ................................................................. 3 Purpose ............................................................................................ 3 Name ................................................................................................ 3 First Amended and Restated Agreement Superseded - Effective Date 3 Termination ...................................................................................... 3 JPA Members ................................................. ................................. 4 Additional Members ........................................................................ 4 Governing Body ............................................................................... 4 JPA Executive Committee - Powers and Duties ............................. 4 Territorial Boundaries ...................................................................... 5 Contributions .................................................... ............................... 6 Withdrawal ...................................................................................... 6 Separate Entity ................................ ................................................. 6 Powers of the JPA ......................................... ................................... 7 Power to Invest ................................................................................ 9 Bonding ........................................................................................... 9 Treasurer and Auditor - Designations ............................................. 9 Treasurer - Duties and Responsibilities ........................................... 9 Independent Audit ............................ ............................................. 10 9-51
Section 21
Section 22
Section 23
Section 24
Section 25
Section 26
Section 27
Section 28
Section 29
Section 30
EXHIBIT A
Auditor's Duties ............................................................................. 10 Severability .................................................................................... 10 Waiver ........................................................................................... 10 Amendments .................................................................................. 10 Ambiguities or Uncertainties ......................................................... 11 Applicable Law .............................................................................. 11 Venue ............................................................................................. 11 Notices ........................................................................................... 11 Counterparts ................................................................................... 12 Privileges and Immunities ............................................................. 12 Territorial Boundaries .......................................................................................................... 16 ii
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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 M,embers 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:
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AGREEMENT
Section J, 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 IO and elsewhere in this Agreement. "IBID" shall mean Tourism Business Improvement District assessment. "Technical Advisory Committee" or "TAC" shall mean the committee which may be 9-54
appointed by a majority vote ofVGPS'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 ofVGPS 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 ofthe 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
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(a) This Agreement may be terminated by unanimous vote ofall 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' weasuries 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 JP A shall be used in an effort to ensure that 100% of the pension I iabil ity 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. JPAMembers
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 of the 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;
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(b) Approve and adopt a budget for the JPA prior to the commencement of the JP A'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 JP A 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 ofVGPS, 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 of similar powers.
Section IL 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, 9-57
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 JP A Member shall pay to the JP A (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 of the 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 ofWithdrawal. (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 ofWithdrawal 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 9-58
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 ts, 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 JP A
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, 9-59
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;
U) 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; (l) 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) the 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;
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(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; (p) The power to provide insurance pursuant to section 989 of the Government Code et seq.;
( q) 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 ofattracting 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 JP A;
(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 ts, 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
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( 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 JP A 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 9-62
the reports;
( e) Review investments made by the President or Treasurer; (t) 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 halt) 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. 9-63
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:
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City of Cathedra l City City of Coachella
68700 A venida Lalo Guerrero 53990 Enterprise Way
Cathedral City, CA 92234 Coachella, CA 92236
Attention: City Manager !Attention: City Manager
('.ity of Desert Hot Springs City oflndian Wells
11999 Palm Drive 144950 Eldorado Drive
Oesert Hot Springs, CA 92240 Indian Wells, CA 92210
!Attention: City Manager !Attention: City Manager
City of Indio City of La Quinta
100 Civic Center Mall 78495 Calle Tampico
Indio, CA 92201 La Quinta, CA 92253
k-\.ttention: City Manager k-\.ttention: City Manager
City of Palm Desert City of Palm Springs
73510 Fred Waring Drive 3200 East Tahquitz Canyon Way
!Palm Desert, CA 92260 Palm Springs, CA 92262
!Attention: City Manager !Attention: City Manager
City of Rancho Mirage County of Riverside
69825 Highway 111 County Administration Center
[Rancho Mirage, CA 92270 14080 Lemon Street
!Attention: City Manager 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]
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IN WITNESS WHEREOF, the duly authorized representatives of the JPA Members have each executed this Agreement.
CITY OF CATHEDRAL CITY CITY OF COACHELLA
Mark Carneva le, Mayor Steven Hernandez, Mayor
Dated: Dated:
Charlie McClendon, City Manager Gabriel Martin, City Manager ATTEST: ATTEST:
Tracey R. Hermos illo, City Clerk Angela M. Zepeda, City Clerk APPROVED AS TO FORM: 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
Greg Sanders, Mayor
Dated:
Dated:
Frank Luckino, City Manager
Christopher Freeland, City Manager
ATTEST:
ATTEST:
Daniel McVey, City Clerk
Angelica Avila, City Clerk
APPROVED AS TO FORM:
APPROVED AS TO FORM:
Jennifer Mizrahi, City Attorney
Todd Leishman, City Attorney
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CITY OF INDIO CITY OF LA QUINTA
Guadalupe Ramos Amith, Mayor Linda Evans, Mayor
Dated: Dated:
Bryan Montgomery, City Manager Jon McMillen, City Manager ATTEST: ATTEST:
Cynthia Hernandez, City Clerk Monika Redeva, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM:
Steven P. Graham, City Attorney William H. Ihrke, City Attorney
CITY OF PALM DESERT CITY OF PALM SPRINGS
Karina Quintani lla, Mayor Jeffrey Bernstein, Mayor
Dated: Dated:
Todd Hileman, City Manager Scott Stiles, City Manager
ATTEST: ATTEST:
Anthony Mejia, City Clerk Brenda Pree, City Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:
Isra Shah, City Attorney Jeffrey Ballinger, City Attorney 9-67
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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EXHIBIT A
TERRITORIAL BOUNDARIES