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HomeMy WebLinkAboutAGMT - Orange County Regional Airport Authority (Closing El Toro Airport) • • AMENDED AND RESTATED ORANGE COUNTY REGIONAL AIRPORT AUTHORITY JOINT EXERCISE OF POWERS AGREEMENT • • This Amended and Restated Joint Exercise of Powers Agreement (Agreement) between the Members of the Orange County Regional Airport Authority (Authority) is made and entered into on of , 1998. RECITALS WHEREAS, the Department of Defense has determined to close El Toro effective on or about July 1, 1999. WHEREAS, El Toro consists of 4,700 acres, has been improved with two (2) 10,000 foot runways and two 8,000 foot runways, and is surrounded by an 18,000 acre "no home zone" which protects existing and proposed residential properties from aircraft noise. WHEREAS, the County of Orange (County) has been designated the LRA by the Office of Economic Adjustment (OEA), and the LRA has adopted a CRP for El Toro which calls for conversion of the base to a commercial airport. WHEREAS, the air passenger and air cargo needs of the County can be satisfied by implementation of the CRP which includes the operation of El Toro and JWA as a dual airport system. WHEREAS, the County's economy is based on trade, tourism and technology and these industries cannot prosper without modern air passenger and air cargo service convenient to Orange County residents and business owners. WHEREAS, Orange County residents have twice voted in favor of a commercial aviation reuse of El Toro in recognition of the growing importance of air transportation to the Orange County economy and their desire for a civilian reuse which will benefit all residents at no taxpayer expense. WHEREAS, the current and future air passenger and air cargo needs of Orange County far exceeds the present or potential capacity of JWA and-no feasible alternative airport site has been identified by any of the numerous studies conducted to date. WHEREAS, the failure to implement the El Toro CRP will force Orange County to consider seriously the expansion of JWA or the conversion of the Los Alamitos/Seal Beach facility to a commercial airport. WHEREAS, any significant expansion of JWA or closure and commercial reuse of the Los Alamitos/Seal Beach facility would have a far greater impact on residents than would a commercial aviation reuse of El Toro because in each case homes are located within one-half mile of the runways. WHEREAS, the County has operated JWA in a manner sensitive to the interests and concerns of nearby residents. The commercial operations at JWA have increased threefold in the past thirteen (13) years with a significant reduction in noise impact during that period. WHEREAS, a commercial aviation reuse of El Toro will reduce, by more than sixty percent (60%), the area which is impacted by aircraft noise. 1 • O WHEREAS, the Authority supports a two-airport system with JWA and El Toro working together to serve the County's air transportation needs with each airport operated in a manner that preserves the quality of life in nearby communities. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION 1.1 Definitions For the purposes of this Agreement, the following words shall mean as follows: A. "Agreement" shall mean this Joint Exercise of Powers Agreement. B. "Authority" shall mean the Orange County Regional Airport Authority. C. "Board" shall mean the governing body of the Authority. D. "Board Member" shall mean any person serving as the representative of a Member or Ex-Officio Member on the Board. E. "CAC" shall mean Citizens Advisory Council. F. "CRP" shall mean the Community Reuse Plan for the reuse of El Toro subsequent to its closure as a military installation, as approved by the LRA. G. "El Toro" shall mean the El Toro Marine Corps Air Station. H. "ETRPA" shall mean El Toro Reuse Planning Authority. "Ex-Officio Member" shall mean a person or entity invited to participate by the Board pursuant to Section 5.2 of this Agreement. J. "Fiscal Year" means July 1st up to and including the following June 30th. K. "JWA" shall mean the John Wayne Airport facility. L. "Los Alamitos/Seal Beach facility" shall mean the Los Alamitos Naval Air Station and the Seal Beach Army Reserve Center. N. "LRA" shall mean the Local Redevelopment Authority. O. "Master Plan" shall mean an airport master plan for El Toro adopted by the LRA. P. "Member" shall mean those cities which have adopted resolutions or otherwise taken action joining the Authority and which have not withdrawn from the Authority. 2 II. CREATION OF THE AUTHORITY 2.1 Separate Entity The Authority is a public entity separate from its Members formed pursuant to the provisions of this Agreement, and Chapter 5, of Division 7 of Title 1 of the Government Code, beginning with Section 6500. 2.2 Filing Amendments Within thirty (30) days after the effective date of any amendment to this Agreement, the Authority shall cause the amendment to be prepared and filed with the office of the California Secretary of State in conformance with Government Code Section 6503.5. 2.3 Agreement or any amendtment 10th d e Authorir Authority shall file ca this any statementof information or document required to be filed pursuant to the provisions of Government Code Section 53051 or other statute. III. GOALS AND OBJECTIVES 3.1 Goals and Objectives The primary objective and goal of the Authority is to actively participate in the El Toro reuse planning process to represent and protect the interests of the Members and their constituents. The Authority supports a commercial aviation reuse of El Toro provided JWA continues to function as a commercial.airport and both facilities are operated in a manner sensitive to the interests of nearby residents. The Authority will also evaluate, and take appropriate action with respect to, any proposal to significantly expand JWA given the potential noise impact on residents of Members. Finally, the Authority will take appropriate action to ensure the continued military use of the Los Alamitos/Seal Beach facility and will actively participate in any study or investigation of the closure or commercial reuse of those facilities. To achieve these objectives the Authority shall: A. Disseminate accurate information about the proposed commercial aviation reuse of El Toro including the need for and benefits of a second commercial airport, the consequences of a decision not to approve a commercial aviation reuse, the manner in which the airport is proposed to operate and the impacts of a commercial aviation reuse. B. Adopt a statement of position on the El Toro reuse planning process and the proposed Master Plan that is consistent with the Authority's support of a two airport system and intent that the Master Plan fully protects the quality of life for those who live near El Toro. C. Participate in the El Toro reuse planning process and make recommendations to the CAC and the LRA relative to the proposed Master Plan, the proposed dual airport system, the non-aviation uses 3 • • proposed in the CRP, the ETRPA non-aviation plan proposal and the appropriate interim civilian uses of El Toro. D. Receive and evaluate information regarding any proposed alternative to a commercial aviation reuse of El Toro and make recommendations to appropriate officials relative to the feasibility of the proposal. E. Take appropriate action to ensure continued military use of Los Alamitos/Seal Beach facility and actively participate in and comment on any study which involves, directly or indirectly, any proposed closure of, or commercial air transportation activity at, Los Alamitos/Seal Beach. F. Take appropriate action to ensure continued commercial air passenger operations at JWA and actively participate in, and comment on, any proposal to significantly increase operations or expand facilities. G. Meet with local, state and federal officials to discuss the following (i) The El Toro CRP, the Master Plan, any non aviation uses proposed by the LRA and any non-aviation proposal submitted by ETRPA or other agency. (ii) The continued military use of Los Alamitos/Seal Beach facility, any proposal to close or change the use of those facilities and any proposal or study involving commercial air operations at Los Alamitos/Seal Beach facility. (Hi) Any proposal or study involving a significant expansion of JWA, any significant change in the number or time of aircraft operations, or any change in the substance or status of the JWA Settlement Agreement. 3.2 Participation The Authority may participate in any coalition or organization which is formed to advance one or more of the goals and objectives of the Authority. 3.3 Experts The Authority may retain experts in various disciplines to inform and advise Members of information or issues relevant to the tasks outlined in this Article Ill or to otherwise assist the Members in achieving the goals and objectives of the Authority. IV. POWERS 4.1 General Powers The Authority shall have the power in its own name to exercise any and all common powers of its Members reasonably related to the purposes of the Authority, including but not limited to the powers to: 4 • m A. Monitor the El Toro reuse planning process and provide input to the LRA, CAC in the development of the Master Plan, the interim civilian use of El Toro and other relevant issues; B. Seek funding from any available source, including appropriate grants or loans under any available federal, state, local and private programs for assistance in achieving the goals and objectives of the Authority; C. Contract for the services of experts in various disciplines such as airport planners, acoustic engineers, economists, traffic engineers, real estate consultants, and public relations. D. Make and enter into any other contracts; E. Receive gifts, contributions and donations of property, funds, services and other forms of financial or other assistance from any persons, firms, corporations and governmental entities; F. Sue and be sued in its own name; G. Appear before any federal, state or local legislative or administrative body to testify or present evidence relevant to the El Toro reuse planning process, interim civilian use of El Toro, the status of Los Alamitos/Seal Beach, or any proposed expansion of JWA; H. Adopt rules, regulations, policies, by-laws and procedures governing the operation of the Authority; Take appropriate action to achieve the goals and objectives specified in Article III; J. Exercise Members, alnd other authorized rby Government (Code Section d 6508.common to 4.2 Manner of Exercise For purposes of Government Code Section 6509, the manner of exercising the power of this Authority shall be restricted to the manner of exercising the powers of its designated Member, the City of Anaheim. 4.3 Manner of Action Unless otherwise provided in this Agreement, any action of a Member required or authorized in this Agreement shall be by Resolution or Minute Order of the governing body of such Member. 4.4 Specific Duties Each Member shall, with the assistance of the Executive Director, use its best efforts to do the following: 5 A. Disseminate accurate information to constituents regarding or relevant to any of the goals and objectives of the Authority through means normally used by the Member to correspond or communicate with constituents. B. Attend meetings of, and appear before, federal, state or local entities, boards, or commissions, and testify on matters relevant to any of the goals and objectives of the Authority. B. Participate in discussions with federal, state or local officials to communicate the position of the Authority and its Members with respect to any of the goals and objectives of the Authority or any position statement adopted by the Authority. 4.5 Specific Restrictions In no event shall the Authority or any of its officers, directors or employees, while acting in the course and scope of their duties for, or on behalf of, the Authority, make or authorize any expenditure of public funds to advocate the passage or defeat of a ballot measure. The intent of this Section is to ensure the expenditures and activities of the Authority are consistent with, and authorize by, the holding in Stanson v. Mott (1976) 17 Cal.3d 206. V. ORGANIZATION 5.1 Members The Members of the Authority shall be any City in the County of Orange which has received an invitation to join the Authority and subsequently executes this Agreement pursuant to authority granted in a resolution or action taken by the legislative body of the City. 5.2 Ex-Officio Members The Board, upon the approval of the two thirds (2/3) of the Members, may appoint Ex-Officio Members as representatives of a spectrum of other public and private entities supportive of the goals and objectives of the Authority including, but not limited to, the following: A. Any other federal department or agency with jurisdiction over the closure and re-use of military facilities or installations. B. Southern California Association of Governments and its Aviation and Airport Committee. C. California Military Base Reuse Task Force, Office of Planning and Research or other State agency, department or committee authorized by Government Code Section 65040.1, 65070, 65088 or otherwise to assist in the re-use of closed military facilities in California. D. Orange County Transportation Authority and other Transportation Agencies. 6 • • E. Regional Planning Organizations. F. California Community Colleges and Universities and other education institutions. G. School Districts. H. Aircraft Owners and Pilots Association and other aviation - related organizations. Building Industry Association or similar organizations or trade groups representing segments of the Orange County economy. J. Major Landowners. K. Orange County Taxpayers Association L. Other organizations which support, in whole or in part, the goals and objectives of the Authority 5.3 Board A. Composition. 1. The Board shall consist of the following: (i) One representative of each Member; and (ii) One representative of each Ex-Officio Member. 2. All representatives of Members on the Board shall be current members of the governing body of such Member, appointed by official action of the governing body. 3. Each Member shall appoint an alternate that may or may not be a member of the governing body of such Member. 4. An Ex-Officio Member may designate its representative and alternate representatives in any manner, subject to approval by the Board after receipt of written notice of designation. B. Compensation and Expense Reimbursement. 1. All representatives of Members and Ex-Officio Members on the Board shall serve without compensation, but shall be reimbursed for reasonable and necessary expenses actually incurred by such representatives in the conduct of the business of the Authority, contingent on the available budgeted funds. C. Voting/Required Vote. 1. General 7 • • (i) All actions of the Board shall be by vote of the representatives of a majority of the Members present and voting, except as otherwise provided in this Agreement. 2. Amendment (i) General: Any amendment to this Agreement shall require the approval of not less than three-fourths (314) of all Members. (ii) Conformance to Changed Law: Any amendment to this Agreement necessary to conform to changed requirements of State or Federal law shall require the approval of a majority of all Members. (iii) Annual distribution to Members and Operating Funds: Any amendment to this Agreement that would alter provisions relating to the contribution or payment of operating expenses, the financial obligations of Members, or distribution of funds on termination shall require the approval of all Members. (iv) Expulsion: A Member may be expelled from the Authority upon approval of not less than three-fourths (3/4) of the Members. (v) Annual Budget: Adoption of an Annual Budget, if required by this Agreement, shall require the approval of two-thirds (2/3) of the Members. 3. Proxy and Absentee Votes Representatives of Members may not cast proxy or absentee votes. 4. Abstentions Representatives of Members shall vote on all matters presented to the Board for action unless an abstention is approved by unanimous vote of all other representatives of Members then present and voting, or is approved by an opinion of legal counsel that a Member or its representative has a prohibited conflict of interest, incompatibility of office or other legal basis for voting disqualification. 8 D. Political Reform Act. The representatives of Members and Ex-Officio Members on the Board, shall be considered "public officials" within the meaning of the Political Reform Act of 1974, as amended, and FPPC regulations, subject to a contrary opinion or written advice of the FPPCommission. E. Levine Act. The representatives of Members and Ex-Officio Members on the Board, are "officials" within the meaning of Government Code Section 84308 et seq., commonly known as the "Levine Act," and subject to the restrictions of such act on the acceptance, solicitation or direction of contributions. F. Principal Office. The principal office of the Authority shall be established within the County by the Board and may be changed from time to time in the same manner as originally established. G. Meetings. 1. Time and Place: The Board shall meet at the principal office of the Authority, or at such other place designated by the Board if notice is provided in the manner of notice of an adjourned meeting under the Ralph M. Brown Act, contained in Government Code Section 54950 et. seq.. The time and place of regular meetings of the Board shall be designated by Resolution adopted by the Board, a copy of which shall be furnished to each Member. 2. Call and Conduct: All regular, adjourned and special meetings of the Board shall be called and conducted in accordance with the provisions of the Ralph M. Brown Act, and all other applicable legislation regulating the conduct of meetings of the legislative body of a local public agency. H. Quorum: Representatives of a majority of the Members shall constitute the quorum of the Board required to conduct the business of the Authority. Rules: The Board may adopt rules and regulations for the conduct of the Board and the affairs of the Authority consistent with this Agreement and all other applicable laws. 9 • J. Minutes: The Secretary of the Authority shall cause minutes of all regular, adjourned regular and special meetings of the Board to be drafted and mailed to each Member and Ex-Officio Member five days prior to the next regularly scheduled meeting. Upon approval by the Board at a regularly called meeting thereafter, the minutes shall become a part of the official public records of the Authority. 5.4 Officers A. Chair and Vice-Chair: The Board shall select a Chair and Vice-Chair from the representatives of Members. B. Secretary: The Board shall appoint a Secretary from the representatives of Members, agents, officers, or employees of a Member. C. Treasurer and Auditor: The Board shall appoint an agent, officer or employee of the Authority or an officer or employee of a Member to hold the offices of Treasurer and Auditor for the Authority. These offices may be held by separate agents, officers or employees or may be combined and held by one such agent, officer or employee, as provided by the Board. The person(s) designated by the Board shall possess the powers fddndutiies for the Authority, Auditor, and shall perform all appropriate y, including those required or authorized by Government Code Sections 6505, 6505.5, and 6505.6. D. Executive Director: The Board shall appoint an Executive Director. The appointment shall require the approval of a majority of the Members. The Executive Director may be an agent, officer or employee of a Member, and shall have full authority and responsibility to implement the purposes, goals and objectives of the Authority, subject only to the general authority of the Board. E. Terms: The Chair, Vice-Chair, Secretary, Treasurer and Auditor shall hold all offices for a period of one fiscal year, concurrent with the Authority's fiscal year, and thereafter until their successor is selected and qualified. The appointment of such persons by the Board shall be evidence that the position of an agent, officer, or employee of the Authority is compatible with those of an agent, officer, or employee of any Member. 10 • 0 F. Additional Officers: The Board may appoint any additional officers deemed necessary or desirable. Such additional officers also may be officers or employees of a Member, Ex-Officio Member or the Authority. 5.5 Bonding Requirements The officers or persons designated to have charge of, handle, or have access to any funds or property of the Authority shall be designated and empowered by the Board. The Board may required the officer(s) to file a bond with the Authority in an amount established by the Board. 5.6 Status of Officers and Employees All of the privileges and immunities from liability, exemption from laws, ordinances and rules, all pension, relief, disability, workers' compensation, and other benefits which apply to the activity of agents, officers or employees of the Authority when performing their respective functions within the territorial limits of a Member shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties under the provisions of this Agreement and Chapter 5 of Title 1 of Division 7 of the Government Code, commencing with Section 6500. VI FISCAL MATTERS 6.1 Annual Budget The Board shall adopt an annual budget for the ensuing fiscal year if projected revenues during that fiscal year exceed forty thousand dollars ($40,000 6.2 Accounts All funds will be placed in object accounts and receipt, transfer, or disbursement of such funds shall be accounted for in accordance with the generally accepted accounting principles applicable to governmental entities, with strict accountability of all funds. All revenues, expenditures and status of bank accounts and investments shall be reported to the Board on a monthly basis, pursuant to procedures established by the Board. 6.3 Expenditures All expenditures within the limitations of the approved annual budget shall be made upon approval of the Executive Director in accordance with the rules, policies and procedures adopted by the Board. No expenditures in excess of those budgeted shall be made without the approval of an amended annual budget by not less than two-thirds (2/3) of the Members. 6.4 Operating Funds The Executive Director shall report to the Board, on or before May 15"' of each fiscal year, on the funding commitments made to the Authority by Members and 11 • o other private or public agencies. Members shall notify the Executive Director, prior to May 1st of each year, of the funds, if any, to be contributed to the Authority during the upcoming fiscal year. 6.5 Member Contributions In no event shall any Member be required to fund any Authority activity, or make any funding commitment to the Authority, during the term of this Agreement. Members may, but shall not be requested or required to, make contributions or advances of funds to the Authority for the purposes and objectives specified in this Agreement. Members may, but are not required, to provide the Authority with personnel, equipment or property in lieu of or in addition to, any contribution or funds. Members may retain experts or consultants to provide information or reports to the Authority. Ex-Officio Members also may contribute funds or in-lieu goods and services to the Authority for any operating or capital fund purposes. 6.6 Liabilities The debts, liabilities and obligations of the Authority shall be the debts, liabilities and obligations of the Authority alone, and not those of the Members or Ex- Officio Members, unless expressly provided to the contrary in this Agreement. However, a Member or Members may separately contract for, or assume responsibility for specific debts, liabilities or obligations of the Authority, as authorized by Government Code Section 6508.1. A Member shall defend and indemnify the Authority and all other Members with respect to any claim, lawsuit or cause of action that arises from or is in any way related to the debt, liability or obligation assumed or contracted for by that Member. 6.7 Indemnification The liability of any Member(s) not directly responsible for any act or omission resulting in a finding of liability for injuries to persons or property shall be limited to one hundred dollars ($100.00). The Member(s) directly responsible for the acts or omissions shall defend, indemnify and hold the Authority and all other Member(s) harmless from any and all liability arising out of the act or omission. however,In no event, formerr employeeof shall the Authority orcMember(s) agent, ceedthat provided in Government Code Section 825, et. seq.. VII WITHDRAWAL/TERMINATION 7.1. Withdrawal Any Member may withdraw from the Authority at any time, for any reason, by giving written notice to the Board of its intention to do so one hundred and twenty (120) days prior to a regular meeting of the Board. A Member's withdrawal shall not relieve that Member of its proportionate share of any debts or other liabilities incurred by the Authority prior to the effective date of the withdrawal. A Member's withdrawal shall result in the forfeiture of all rights and claims of that Member to any repayment of contributions or advances or other distribution of funds or property after withdrawal, including distribution in the event of termination of the Authority. 12 • 7.2. Termination of Authority A. Causes The Authority shall terminate, and its assets, if any, distributed in accordance with the provisions of this Agreement, upon the majority vote of the Members. B. Distribution of Funds and Property In the event of termination of the Authority, any remaining funds, property or other assets of the Authority, following discharge of all debts, liabilities and obligations of the Authority, shall be distributed to the Members in proportion to that Member's contributions, if any, to the operating expense of the Authority during the preceding fiscal year. VIII MISCELLANEOUS 8.1 Notice Any notice required by this Agreement shall be deemed given seventy-two hours after deposited in any United States Post Office, registered or certified, postage prepaid, addressed to the Member(s) and Ex-Officio Member(s). Notice shall be deemed given to any Member when personally delivered to the Board Member or Alternate designated by that Member. 8.2 Successors This Agreement shall be binding upon and inure to the benefit of any successor of a Member or Ex-Officio Member, subject to the provisions of Section 6.5 of this Agreement. 8.3 Assignment and Delegation The Members and Ex-Officio Members shall not assign any rights or delegate any duties under this Agreement without the unanimous written consent of all other Members. 8.4 Code Section References All various code section references are to the various codes of the State of California, unless stated otherwise. 8.5 Counterparts This Agreement may be executed in one (1) or more counterparts, all of which together shall constitute a single agreement, and each of which shall be an original for all purposes. 13 • • 8.6 Execution The legislative bodies of the Members each have authorized execution of this Agreement, as evidenced by the respective signatures attested below. APPROVED AS TO FORM: CITY OF a municipal corporation By: By: City Attorney Mayor ATTEST: By: City Clerk F:\cat\shared\EITOro\O C RAAJ PA\111 O98.doc 14