HomeMy WebLinkAboutC-2542 - Orange County Cities Airport Authority, Joint Powers Agreement (CITIES)I'
OF
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CITY OF YORBA LINDA
P.O. BOX 487 CALIFORNIA 92686
June 12, 1990
Ron May, Chairman
Governing Board
Orange County Cities Airport Authority
3300 Newport Boulevard
Newport Beach, California 92659 -1768
Dear Chairman May:
SUBJECT: ORANGE COUNTY CITIES AIRPORT AUTHORITY
JUL 91990
7L
The Yorba Linda City Council, at its regular meeting of
June 5, 1990, voted to enter into a Joint Powers Agreement to
participate in the Orange County Cities Airport Authority and
appointed Councilman Roland Bigonger as the City's representative
on the Authority.
If you have any questions relative to this matter, do not hesitate
to give me a call.
Very truly yours,
Cl/T�Y OF YORBA L'IND�A
Carolyn Wallace, CMC
City Clerk
cc: Councilman Bigonger
RECEI I.
�i JUN I 119-90
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RESOLUTION NO. 90-72
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH APPROVING THE PARTICIPATION OF THE
CITY OF YORBA LINDA IN THE ORANGE COUNTY CITIES
AIRPORT AUTHORITY
WHEREAS, the City of Newport Beach participates in the Joint
Powers Agreement creating the Orange County Cities Airport
Authority; and
WHEREAS, the Governing Board of the Authority has voted to
invite the City of Yorba Linda to participate in the Authority; and
WHEREAS, the City Council of the City of Yorba Linda has
approved that City's participation;
NOW THEREFORE, be it resolved that the City Council of the City
of Newport Beach approves and authorizes the participation of the
City of Yorba Linda in the Joint Powers Agreement creating the
Orange County Cities Airport Authority.
ADOPTED THIS 9th day of July 1990.
em-�U_ r A4,14�
MAYOR
ATTEST:
* "
BY THE CITY COUNCIL
CRY OF NEWPORT BEACH
RESOLUTION NO. 90-31 1 C
11 APR 91990�a
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT
BEACH APPROVING AN AMENDMENT TO THE JOINT POWERS
AGREEMENT FOR THE INTER - COUNTY AIRPORT AUTHORITY
CHANGING THE TITLE TO THE ORANGE COUNTY CITIES AIRPORT
AUTHORITY AND URGING STUDY OF GEORGE AIR FORCE BASE
WHEREAS, the City of Newport Beach is a member of the Inter -
County Airport (ICAA); and
WHEREAS, the Inter - County Airport Authority was originally
comprised of cities from more than one county; and
WHEREAS, the Inter - County Airport Authority is presently
i
comprised of cities located only in Orange County; and
WHEREAS, additional cities from Orange County may elect to join the
Authority to help develop an airport site to satisfy the demands of Orange
County's airport passengers; and
WHEREAS, the term "Inter- County" is no longer applicable or
appropriate; and
WHEREAS, the Governing Board of the Airport Authority has
approved the title change; and
WHEREAS, the Airport Site Coalition has completed their study
designating and prioritizing four sites for an additional airport to serve
Orange County; and
WHEREAS, recent developments regarding a super speed train may
enable George Air Force Base to serve some of the needs of Orange
County's air passengers.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Newport Beach hereby approves an amendment to the Joint Powers
Agreement of the Inter - County Airport Authority changing the title to the
Orange County Cities Airport Authority.
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BE IT FURTHER RESOLVED that the City Council of the City of Newport
Beach urges the Airport Authority to study the potential of satisfying
Orange County's air travel demands by developing a site identified by the
Airport Site Coalition, and /or the use of super speed train access to George
Air Force Base.
ADOPTED THIS
APPROVED AS TO FORM
9th day of April 1990.
ATTEST:
0�
Mayor Pro Tem
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
June 8, 1987
TO: MAYOR AND CITY COUNCIL
•City Council
Agenda Item No. F-2(h)
- 2,02_
BY THE CITY COUNCIL
CITY Or NEWPORT FrACP
.JUN 81987
FROM: EXECUTIVE ASSISTANT
SUBJECT: CITY OF IRVINE PARTICIPATION IN ICAA
ACTION: If desired, approve Resolution No.
rescinding Resolution No. 86 -79 approv-
ing participation of the City of Irvine
in the ICAA.
BACKGROUND: The City Council approved the participation of
the City of Irvine in the ICAA as did all others participat-
ing cities. However, the City of Irvine declined the
invitation.
To eliminate a potential "standing invitation," the ICAA
Governing Board has recommended that each member rescind its
approval of Irvine's participation.
KJD:ets
K
RESOLUTION No. 87 -76
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF NEWPORT BEACH RESCINDING
RESOLUTION No. 86 -79 APPROVING THE
PARTICIPATION OF THE CITY OF IRVINE
IN THE INTER - COUNTY AIRPORT AUTHORITY.
WHEREAS, the City of Newport Beach has entered a
joint powers agreement with the Cities of Anaheim, Garden
Grove, Santa Ana, and Stanton forming the Inter - County Airport
Authority; and
WHEREAS, the City of Irvine requested to participate
and the Inter - County Airport Authority approved this request;
and
WHEREAS, the City of Newport Beach approved the
participation of the City of Irvine by Resolution No. 86 -79;
and
WHEREAS, the City of Irvine by action of its City
Council declined the invitation to participate;
NOW, THEREFORE, BE IT RESOLVED, that the City
Council of the City of Newport Beach hereby rescinds Resolu-
tion No. 86 -79 dated September 8, 1986.
ADOPTED, this 8th day of June , 1987.
ATTEST:
,1
CITY CLERK /
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
May 11, 1987
TO: MAYOR AND CITY COUNCIL
City Council (�
Agenda Item No._F -2(r)
G -252
BY THE CITY COUNCIL
CITY OF NEWPORT BEACH
MAY 11 )987
FROM: EXECUTIVE ASSISTANT
SUBJECT: AMENDMENTS TO ICAA AGREEMENTS
ACTION: If desired, (a),adopt Resolution No. ,
approving amendments to the Joint Powers
Agreement creating the Inter - County Air-
port Authority; approving an agreement
between the ICAA and First Southwest Com-
pany; and (b) authorizing the Mayor and City
Clerk to execute agreements as appropriate.
BACKGROUND: In August, 1986, and March, 1987, the Council concep-
tually approved certain amendments to the Joint Powers and oper-
ating agreements of the ICAA. The Governing Board of the.ICAA
has reviewed the amendments suggested by the Council and has recom-
mended for approval the amendments reflected in the attached
Resolution. These amendments include:
1. A change in the voting rights of the Governing
Board from a formula reflecting one (1) vote
per twenty thousand population to a simple
one (1) vote per City.
2. A change in the distribution of votes among
members of the Governing Board from a system
wherein a maximum of three (3) members from
each City would share that City's votes to a
system wherein each City would designate which
of up to three (3) members would be 1st entitled
to vote, 2nd entitled to vote, or 3rd entitled
to vote.
3. A change in the qualifications of Governing
Board Members so that at least one appointee
from each City is an elected official.
1 •
TO - MAYOR AND CITY COUNCIL - Page 2
4. A change in the title and duties of officers to
eliminate the post of Secretary, merge the duties
of the Secretary into the duties of the Executive
Director, and provide that the Executive Director
be an employee of a Participating City.
5. Termination of the Operating Agreement between the
Inter - County Airport Management Services, Inc. and
the ICAA.
6. Execution of an agreement with the financial con-
sultant - First Southwest Company - which had sup-
ported ICAMS to support the ICAA directly.
The attached Resolution includes as exhibits an amended Joint Powers
Agreement reflecting amendments 1 through 4 above, and an agreement with
First Southwest Company reflecting 5 and 6 above.
KJD:ets
Attachments
- OJ4, �
KENNETH DELINO
RESOLUTION No. 87 -64 It
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH APPROVING CERTAIN AMEND-
MENTS TO THE JOINT POWERS AGREEMENT CREATING
THE INTER - COUNTY AIRPORT AUTHORITY AND FIRST
SOUTHWEST COMPANY.
WHEREAS, the City of Newport Beach has entered a Joint
Powers Agreement creating the Inter - County Airport Authority; and
WHEREAS, certain amendments to the Joint Powers Agree-
ment which are attached as Exhibit A and incorporated herein by
reference have been approved and recommended by the Governing
Board of the Inter - County Airport Authority; and
WHEREAS, the Inter - County Airport Authority has entered
into an Operating Agreement with Inter- County Airport Management
Services, Inc. (ICAMS); and
WHEREAS, Inter - County Airport Management Services, Inc.
has entered into a financial agreement with First Southwest Com-
pany; and
WHEREAS, the Inter - County Airport Authority Governing
Board has approved and recommended termination of the Operating
Agreement with Inter- County Airport Management Services, Inc.;
and
WHEREAS, a condition of such termination is assumption
of the financial contract with First Southwest Company; and
WHEREAS, the Governing Board of the Inter - County Airport
Authority has approved and recommended the financial contract with
First Southwest Company, which is attached as Exhibit B and incor-
porated herein by reference.
NOW, THEREFORE, BE IT RESOLVED, that the City Council
of the City of Newport Beach hereby approves the amendments to the
Joint Powers Agreement and the financial agreement attached hereto
as Exhibits A and B respectively, and authorizes the Mayor, City
Clerk, and Council Representative to the Inter- County Airport
Authority Governing Board to execute such agreements as appropriate.
ADOPTED, this 11tt
ATTEST:
CITY CLERK
Attachments
JOINT POWERS AGREEMENT OF 1974
BETWEEN
PARTICIPATING CITIES
CREATING THE INTER - COUNTY AIRPORT AUTHORITY
THIS agreement originally in existence as of June T, T974, is
made and entered into by PARTICIPATING CITIES who are signatory herein,
for the purpose of creating an INTER - COUNTY AIRPORT AUTHORITY. The
cities who are signatory hereto, are referenced as "PARTICIPATING CITIES."
RECITALS
WHEREAS, the PARTICIPATING CITIES deem it necessary and
desirable and for the best interests of their inhabitants to establish,
purchase and operative public works to furnish such inhabitants with
transportation by means of an Airport to be established in the Orange
County- Riverside County -San Bernardino County Area. Said Airport is
sometimes referred to herein as the "INTER- COUNTY AIRPORT" or "AIRPORT."
NOW, THEREFORE, THE PARTICIPATING CITIES WHO ARE SIGNATORY
HEREIN, FOR AND IN CONSIDERATION OF THEIR MUTUAL PROMISES AND AGREEMENTS
AS HEREIN PROVIDED DO AGREE AS FOLLOWS:
SECTION 7: Purposes of Agreement and Common Powers to be
Exercised
This Agreement is made pursuant to the provisions of Article 1,
Chapter 5, Division 7, Title 1 of the Government Code of the State of
California (commencing with Section 6500, hereinafter sometimes called
"Act ") relating to the joint exercise of powers common to public
agencies, in this case being PARTICIPATING CITIES executing this
agreement, each of which is L_;thorized to co..'.ract with the other
pursuant thereto. The purposes of this Agreement are to create the
INTER- COUNTY AIRPORT AUTHORITY, to provide for the establishment,
acquisition, purchase, ownership, financing, operating, management,
maintenance, repair, improvement and construction of an Inter - County Air-
port. Each public agency has in common the powers to establish, acquire,
purchase, own, finance, operate, manage, maintain, repair, improve, and
construct such facilities for such purposes. The foregoing purposes will
be accomplished and common powers exercised in the manner her °4nafter set
forth.
SECTION 2: Inter - County Airport Authority
(A) Creation of Authority:
Pursuant to Sections 6506 and 6507 of the Act, there is
hereby created a public entity to be known as the "INTER- COUNTY AIRPORT
AUTHnRITY," hereinafter sometimes referred to as "AUTHORITY The AU-
THORITY shall be a public entity separate and apart from the PARTICIPAT-
ING CITIES. The debts, liabilities, and obligations of the AUTHORITY, or
any person contracting with the AUTHORITY, shall not constitute debts,
liabilities or obligations of the PARTICIPATING CITIES.
(B) Governing Board:
The AUTHORITY shall be administered by a Governing Board
consisting of such number of representatives determined as hereinafter
set forth, each serving in his or her individual capacity as a member of
the Governing Board. Such Governing Board shall be called the "Governing
Board of the INTER - COUNTY AIRPORT AUTHORITY." All voting power shall re-
side in the Governing Board.
The Governing Board of the AUTHORITY shall consist of at least
one (1) representative per PARTICIPATING CITY. It will be the right of
each PARTICIPATING CITY to have up to three (3) representatives. Each
representative serving on the Governing Board shall be an elector of the
PARTICIPATING CITY he or she represents, at all times during his or her
term of office, which shall be four (4) years, commencing on July of the
5 -11 -87 _2
year of his or her appointment; provided, however, that in order to as-
sure continuity, initial terms of all representatives shall be staggered
for one (1), two (2), three (3), and four (4) year terms as determined by
lot. No representative of any PARTICIPATING CITY shall have an
alternate. EaG11 representative of a PARTICIPATING CITY shall be
appointed by the Mayor, subject to confirmation by the City Council of
the PARTICIPATING CITY he or she represents.
.Any vacancy which occurs in the Governing Board shall be filled
by new appointment. Each PARTICIPATING CITY shall have only one (1) vote
on matters coming before the Governing Board whether or not that
PARTICIPATING CIT has more than one (1) representative. Where more than
one (1) representative for a PARTICIPATING CITY has been selected, the
PARTICIPATING CITY shall designate which representative is the first
entitled to vote and the order of priority under which the
representatives are entitled to vote if one is absent and more than one
has been selected to represent a PARTICIPATING CITY.
At least one (1) of the representatives of a PARTICIPATING CITY
shall be an elected official of that CITY.
The initial term of all members of the Governing Board of the
AUTHORITY shall be deemed to commence on the execution of this Agreement.
(C) Meetings of the Governing Board:
(1) Regular Meetings
The Governing Board of the AUTHORITY shall provide
for its regular meetings. The date, hour and place of holding of regular
meetings shall be fixed by Resolution of the Governing Board. A copy of
such Resolution shall be filed with each City.
5 -11 -87
5911
(2) Ralph M. Brown Act
All meetings of the Governing Board of the
AUTHORITY, including, without limitation, regular, adjourned regular and
special meetings, shall be called, noticed, held and conducted in
accordance with the provisions of the Ralph M. Brown Act (commencing with
Section 54950
of the Government Code), as amended.
(3) uorum
A quorum of the Governing Board of the AUTHORITY
shall exist for the transaction of business when there is one (1)
representative present from three (3) cities, except that less than a
quorum may adjourn from time to time.
(D) Officers and Duties
(1) Chairman
The Governing Board of the AUTHORITY shall elect
one of its members as Chairman. The Chairman's term of office shall be
two (2) years and until his successor takes office. The Chairman of the
Governing Board shall preset: at its meetings and shall perform such
other duties as are specified by the Governing Board.
(2) Vice Chairman
The Governing Board of the AUTHORITY shall elect
one of its members Vice Chairman. The Vice Chairman's term of office
shall be two (2) years and until his successor takes office. The Vice
Chairman shall perform all t;ie duties of the Chairman in the absence ,;f
the Chairman or in the event of the Chairman's inability to perform such
duties.
5 -11 -87
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(3) Executive Director
The Executive Director shall be appointed by the
Governing Board of the AUTHORITY and shall serve at the pleasure of the
Governing Board. The Executive Director shall be an employee of a
PARTICIPATING CITY. The Executive Director shall be the Chief
Administrative Officer and shall be responsible for the minutes and other
records of the proceedings of the Governing Board and shall perform such
other administrative duties as are specified by the Governing Board.
(4) Treasurer
The Treasurer of the AUTHORITY shall be the
Treasurer of STANTON serving ex officio as Treasurer of the AUTHORITY.
Any resolution for the issuance of revenue bonds of the AUTHORITY may
provide for a trustee to receive, have custody of, and disburse AUTHORITY
funds. Subject to the applicable provisions of such a resolution of
issuance, the Treasurer shall have custody of all the money of the
AUTHORITY, from whatever source, and he shall:
(a) Receive and receipt for all money of the
AUTHORITY and place it in an account established by
the AUTHORITY;
(b) Be responsible upon his official bond for the
safekeeping and disbursement of all AUTHORITY money
so held by him;
(c) Pay, when due, out of money of the AUTHORITY
so held by him, all sums payable on outstanding
bonds and coupons of the AUTHORITY.
5 -11 -87
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(d) Pay any other sums due from the AUTHORITY from
AUTHORITY money, or any portion thereof, only upon
warrants of the Controller of the AUTHORITY:
(e) Verify and report in writing on the first day
of July, October, January and April of each year to
the AUTHORITY and to each PARTICIPATING CITY the
amount of money he holds for the AUTHORITY, the
amount of receipts since his last report, and the
amount paid out since his last report; and
(f) Perform such other duties as are specified by
the Governing Board.
(4) Controller
The officer of STANTON performing the functions of
Finance Director shall be and serve ex officio as Controller of the
AUTHORITY. The Controller shall establish and maintain such accounts,
books and records as may be required by good accounting practice or by
any provision of any resolution for issuance of bonds of the AUTHORITY
and he shall perform such other duties as are specified by the Governing
Board. There shall be strict accountability of all funds and report of
all receipts and disbursements. The accounts, books and records of the
AUTHORITY shall be open to inspection at all reasonable times by
representatives of each PARTICIPATING CITY. The Controller shall draw
warrants to pay demands against the AUTHORITY when the demands have been
approved by the Governing Board. The Controller shall, with the approval
of the Governing Board, contract with a certified public accountant to
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make an annual audit of the accounts and records of the AUTHORITY. The
minimum requirements of the audit shall be those applicable to STANTON
and shall conform to generally accepted auditing standards. A report
thereof shall be filed as public records with each PARTICIPATING CITY.
Such reports shall be filed within twelve (12) months of the fiscal year
under examination.
(5) Attorney
The Attorney for the AUTHORITY shall be the duly
appointed and acting City Attorney (or his duly authorized deputy) of a
PARTICIPATING CITY (in the order of participation) on a rotational basis
for one gear, serving ex officio as Attorney for the AUTHORITY. The
Board shall annually have the discretion to determine that if it is in
the best interest of PARTICIPATING CITIES to reappoint the AUTHORITY
Attorney without regard to a rotational basis, it may do so with the
consent of the Attorney and the City he or she represents. The Attorney
for the AUTHORITY or his designated deputy shall attend all meetings of
the Governing Board, but his absence shall not affect the validity of any
meeting. The Attorney shall perform such other duties as are specified
by the Governing Board. In case such Attorney is disqualified, the Board
may employ other counsel to serve in the matter involved.
SECTION 3: Powers
The INTER - COUNTY AIRPORT AUTHORITY shall have the powers common
to the PARTICIPATING CITIES set forth in Section 1, as limited by this
Agreement. The AUTHORITY, by and through its Governing Board, is hereby
authorized, in its own name, to do all acts necessary, convenient or
appropriate for the exercise of said common powers for the purposes set
forth in Section 1 and to do any or all of the following:
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(A) To make and enter into contracts, including agreements
necessary to comply with procedural requirements in connection with any
federal or state grants;
(B) To employ agents and employees;
(C) To acquire, construct, manage, maintain or operate any
buildings, works or improvements;
(D) To acquire, hold or dispose of property;
(E) To incur debts, liabilities, or obligations which do not
constitute debts, liabilities or obligations of the PARTICIPATING CITIES;
(F) To sue and be sued in its own name;
(G) To receive gifts, contributions and .donations of property,
funds, services and other forms of assistance from persons, firms,
corporations and any governmental entity provided that any such gifts,
contributions or donations are consented to by the AUTHORITY in each
instance;
(H) To issue revenue bonds pursuant to Article 2, Chapter 5,
Division 7, Title 1 of the Government Code of the State of California
(commencing with Section 6540), if such Article becomes applicable,
including in such authorization, authorization to exercise the additional
power granted by Section 6547.1, and also the power to issue funding, or
refunding bonds, and also to issue revenue bonds under any other
applicable laws of the State of California;
(I) To fix the compensation paid to the Governing Board,
Executive Director, Treasurer, Controller and Attorney;
(J) To fix the duties, compensation and other terms and
conditions of employment of other officers and employees, all of whom
shall serve at the pleasure of the Governing Board;
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(K) To adopt reasonable rules and regulations for the conduct
of the Airport and to prescribe, revise, and collect charges for
services, facilities and use thereof.
Such powers shall be exercised in the manner provided in the
Act, and, except as expressly set forth herein, subject only to sucn
restrictions upon the manner of exercising such powers as are imposed
upon STANTON in the exercise of similar powers.
SECTION 4: Fiscal Year
The Governing Board of the AUTHORITY shall fix the fiscal year
of the AUTHORITY. The fiscal year of the AUTHORITY shall be July 1 to
June 30 unti`i cnanged by the Governing Board.
SECTION 5: Official Bonds
The public officers (namely, the Controller and the Treasurer)
herein designated as the persons responsible for any monies of the
AUTHORITY are hereby also designated as responsible for all other
property of the AUTHORITY. The Controller shall file an official bond in
the amount of $10,000 and the Treasurer shall file an official bond in
the amount of $10,000. Each member of the Governing Board shall file an
official bond in the amount of $5,000. All bond premiums shall be paid
by the AUTHORITY.
SECTION 6: Paynents and Advances
The PARTICIPATING CITIES may, in appropriate circumstances, or
when required by this Agreement: (a) make contributions from their
treasuries for the purposes set forth in this Agreement; (b) make
payments of public funds to defray the cost of such purposes; (c) make
advances of public funds for such purposes, such advances to be repaid as
provided in this Agreement; or (d) use personnel, equipment or property
in lieu of other contributions or advances. The Governing Board shall
0 9
determine the charges to be made against the AUTHORITY for the services
of the Treasurer and Controller. The provisions of Government Code
Section 6513 are hereby incorporated into this Agreement.
Nothing contained in this section or elsewhere in this Agreement
in any way obligates any PARTICIPATING CITY, to be indebted or incur or
spend any sum of money without first having the majority vote of the
legislative body of said PARTICIPATING agency. Nothing contained herein
is to be construed as granting said consent in advance notwithstanding
the fact that federal funds may or may not be available without express
financial contributions or guarantees from those cities participating
herein.
SECTION 7: Initial Procedure
The AUTHORITY shall initiate the following initial procedures to
implement this Agreement.
(A) Examine all potential airport sites in sufficient detail to
permit a factual comparison of alternative sites prior to selecting one
site for layout planning and, if a site is selected, to prepare a
conceptual schematic plan for the airport sufficient to meet Federal
Airport Master Plan requirements and permit public evaluation at public
hearings.
(B) Completion of the Federal Airport Master Plan, including,
without limitation, complete environmental impact studies and such other
proceedings as required by the State and Federal Governments.
Prior to incurrinq any expenditure in connection with the above
initial procedures, or any other expenditure in connection with this
Agreement, the AUTHORITY created hereunder, must submit a proposed budget
for the related expenditures and receive the express consent of each city
which is a party hereto, as a condition precedent to the City's
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responsibility for contributing to the financing thereof as provided in
Section 6 above. In this respect, no city which is a participant to this
Agreement intends to incur any costs in connection with the Joint Powers
Authority created herein without the prior consent and approval of each
city, notwithstanding any other pro:•ision in this Agreement, and any city
that is a party hereto may withdraw from this agreement following
completion and review by Federal State and local authorities of the
Federal Master Planning Study upon giving the other parties hereto thirty
(30) days prior written notice of such withdrawal. In the event that any
city so withdraws, it shall not be responsible for any expenditures other
than those previously authorized by it.
Nothing contained in this section or elsewhere in this Agreement
in any way obligates any PARTICIPATING CITY, to be indebted or incur or
spend any sum of money without first having the majority vote of the
legislative body of said PARTICIPATING agency. Nothing contained herein
is to be construed as granting said consent in advance notwithstanding
the fact that federal funds may or may not be available without express
financial contributions or quarantees from those cities participating
herein.
SECTION 8: Initial Financing
Subject to the approval conditions provided in Section 7 above,
each PARTICIPATING CITY shall advance public funds to the AUTHORITY in
amounts which will enable the AUTHORITY to prepare an estimate of the
amount of money needed to complete the Initial Procedure referred to in
Section 7, such funds to be advanced by each PARTICIPATING CITY in the
proportion to the respective assessed valuations of taxable property.
The estimate shall state the amount required from each PARTICIPATING CITY
and the amount of funds estimated to be received from the Federal and
Sin
State Governments. Each PARTICIPATING CITY shall cooperate with the
AUTHORITY in processing applications for Federal and State funds.
If the estimate is approved by each PARTICIPATING CITY, each
PARTICIPATING CITY shall advance the amount of money required from the
PARTICIPATING CITES in proportion to the respective assessed valuations
of taxable property.
Such initial sums advanced by the PARTICIPATING CITIES are to be
repaid from the proceeds of the permanent financing, if such repayment
does not unduly burden the financing, or, otherwise, from surplus airport
revenues.
Nothing contained in this section or elsewhere in this Agreement
in any way obligates any PARTICIPATING CITY, to be indebted or incur or
spend any sum of money without first having the majority vote of the
legislative body of said PARTICIPATING agency. Nothing contained herein
is to be construed as granting said consent in advance notwithstanding
the fact that federal funds may or may not be available without express
financial contributions or guarantees from those cities participating
herein.
SECTION 9: Acquisition and Construction
The AUTHORITY shall take the necessary proceedings to finance
the acquisition and construction of the Airport following approval by the
Site Selection and Master Planning Study if an approved site is elected.
It shall submit to each PARTICIPATING CITY a Plan of Development. The
Plan of Deve %pment shall show the land to be acquire'_, the facilities --
be constructed, the financing arrangements necessary to accomplish the
development and any other details material to the proposal. The
AUTHORITY shall proceed with the Plan of Development when it has been
approved by the PARTICIPATING CITES. Any Plan of Development shall
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require the AUTHORITY to maintain and operate the Airport itself or
through its agent or agents or contractor or contractors.
SECTION 10: Term, Amendments, Termination
This Agreement shall be effective when signed by each
PARTICIPATING CITY, may be amended by mutual consent, and shall continue
until terminated by mutual consent; provided, however, this Agreement
cannot be terminated until (1) all financing obligations issued pursuant
hereto, and the interest thereon, shall have been paid in full or
adequate provision for such payment shall have been made, and (2) if such
termination would adversely affect the maintenance and operation of the
Airport,.
If this Agreement is terminated as provided above, any property
acquired as a result of the joint exercise of powers shall be divided or
distributed in accordance with the mutual agreement of the PARTICIPATING
CITIES. After completion of the purpose of this Agreement, to wit, upon
termination thereof, any surplus money on hand shall be returned to the
PARTICIPATING CITIES in proportion to the contributions made in
accordance with the mutual agreement of the PARTICIPATING CITIES.
SECTION 11: Operating Memoranda
It is recognized that establishment, purchase, financing,
maintenance and operation of the Airport will require a close degree of
cooperation. It is to preserve flexibility that certain items have been
covered in this Agreement in general terms only with the understanding
that details were to be set forth in "operating memoranda." Each
operating memoranda shall be approved by the AUTHORITY and each
PARTICIPATING CITY and shall be attached here to as an addendum and
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become a part hereof and may be changed and amended from time to time as
necessary with further approvals.
SECTION 12: Notices
Notices hereunder shall be sufficient if delivered to each
PARTICIPATING CITY addressed to the City Clerk at the City Hall of such
CITY in such CITY, and if delivered to the AUTHORITY addressed to the
Executive Director of the AUTHORITY.
SECTION 13: Severability
If any section, subsection, sentence, clause or phrase of this
Agreement, or the application thereof, to the AUTHORITY or to the
PARTICIPATING CITIES or to any other person or circumstance, is for any
reason held invalid, it shall be deemed severable and the validity of the
remainder of the Agreement, or the application of such provision to the
other public agencies or to any other person or circumstance, shall not
be affected thereby. Each party hereto hereby declares that it would
have entered into this Agreement, and each section, subsection, sentence,
clause and phrase thereof, irrespective of the fact that one or more
sections, subsections, clauses or phrases, or the application thereof to
the AUTHORITY or to the PARTICIPATING CITIES, or to any other person or
circumstances, might be held invalid.
IN WITNESS WHEREOF, the parties have caused this Joint Powers
Agreement of 1974, as revised on July 27, 1983, September 13, 1983, and
5 -11 -87
-14-
0 0
have entered into this Agreement, and each section, subsection, sentence,
clause and phrase thereof, irrespective of the fact that one or more
sections, subsections, clauses or phrases, or the application thereof to
the AUTHORITY or to the PARTICIPATING CITIES, or to any other person or
circumstances, might be held invalid.
IN WITNESS WHEREOF, the parties have caused this Joint Powers
Agreement of 1974, as revised on July 27, 1983, September 13, 1983,
between the PARTICIPATING CITIES creating the INTER - COUNTY AIRPORT
AUTHORITY to be signed by their respective officials heretofore duly
authorized by the legislative bodies thereof.
CITY OF STANTON
By
Mayor
ATTEST:
Deputy City C erk
Date of Signing:
CITY OF GARDEN GROVE
TA
or
ATTEST:
City Clerk
Date of Signing:
-15-
CITY OF SANTA ANA
By
Mayor
ATTEST:
Assistant 1ty er
Date of Signing:
CITY OF ANAHEIM
M or
ATTEST:
ty Clerk
Date of Signing:
APPROVED AS TO FORM:
JACK L. WHITE, CITY ATTORNEY
B�
May 11, 1987, between the PARTICIPATING CITIES creating the INTER- COUNTY
AIRPORT AUTHORITY to be signed by their respective officials heretofore
duly authorized by the legislative bodies thereof.
CITY OF STANTON
By
Mayor
ATTEST:
Deputy City Clerk
Date of Signing:
CITY OF GARDEN GROVE
By
Mayor
ATTEST:
City Clerk
Date of Signing:
CITY OF NEWPORT BEACH
ATTEST:
ity Clem
5462G/1141A
5 -11 -87
-15-
CITY OF SANTA ANA
By
Mayor
ATTEST:
Assistant i y er
Date of Signing:
CITY OF ANAHEIM
Mayor
ATTEST:
City Clerk
-r_ ,. ..,-
2, j -_
0
0
May 11, 1987, between the PARTICIPATING CITIES creating the INTER - COUNTY
AIRPORT AUTHORITY to be signed by their respective officials her
duly authorized by the legislative bodies thereof.
CITY OF STANTON
By
Mayor
ATTEST:
Deputy City Clerk
Date of Signing:
CITY OF GARDEN GROVE
By
Mayor
ATTEST:
City er
Date of Signing:
CITY OF NEWPORT BEACH
ATTEST:
City er
5462G/1141A
5 -11 -87
-15-
CITY OF SANTA ANA
By w]_
Mayor
ATTEST: C _ _ - tZ
(/ V1ty yleW/
Date of Signing:
CITY OF ANAHEIM
ATTEST:
Mayor
City Clerk
Date of Signing:
By
Mayor
Date of Signing:
E4
c
.o
c�
U
0
May 11, 1987, between the PARTICIPATING CITIES creating the INTER - COUNTY
AIRPORT AUTHORITY to be signed by their respective officials heretofore
duly authorized by the legislative bodies thereof.
CITY OF STANTON
By
Mayor
ATTEST:
Deputy City Clerk
Date of Signing:
Date of Signing:
6 -15 -87
CITY OF NEWPORT BEACH
ATTEST:
ity Clerk
APP E
By.. �\
ERIC LAUTE ER, City Attorney
NtP: Co
5462G/1141A
5 -11 -87
-15-
CITY OF SANTA ANA
By
Mayor
ATTEST:
Assistant City Clerk
Date of Signing:
CITY OF ANAHEIM
Mayor
ATTEST:
City Clerk
Date of Signing:
By
Mayor
Date of Signing:
May 11, 1987, between the PARTICIPATING CITIES creating the INTER- COUNTY
AIRPORT AUTHORITY to be signed by their respective officials heretofore
duly authorized by the legislative bodies thereof.
CITY OF STANTON
By
ayor,
ATTEST:
Deputy City Clerk
Date of Signing:
May 19, 1987
CITY OF GARDEN GROVE
By
Mayor
ATTEST:
City Clerk
Date of Signing:
CITY OF NEWPORT BEACH
ATTEST:
City Clerk
5462G/1141A
5 -11 -87
-15-
CITY OF SANTA ANA
By
Mayor
ATTEST:
Assistant City Clerk
Date of Signing:
CITY OF ANAHEIM
ayor
ATTEST:
City Clerk
Date of Signing:
I
Date of Signing:
AGREEMENT
This Agreement made 1987 by and between First
Southwest Company, Dallas, Texas (hereinafter called "Financial Consultants' ), and
Inter- County Airport Authority (hereinafter called "ICAA"), a joint power
authority created under the laws of the State of California by Joint Powers
Agreement dated June 1, 1974, as amended.
WHEREAS, on August 21, 1974, an Operating Agreement was entered into
between ICAA and Inter - County Airport Management Services, Inc. (hereinafter
called "ICAMS"). The purpose of said Operating Agreement was to obtain the
assistance and expertise of ICAMS in providing for the planning of an airport to
serve the demand areas of Orange, San Bernardino and Riverside Counties,
•
California (the "Airport Project "), and thereafter, if the Airport Project proceeds,
to acquire the Airport Site and to supervise and manage the planning, develcpment,
financing, operating, management, maintenance, repair, improvement and con-
struction of an airport and related facilities.
WHEREAS, on December 14, 1976, First Southwest Company entered into an
agreement (the "Financial Consultant Agreement ") whereby First Southwest
Company would act as Financial Consultants to ICAMS on the Airport Project.
WHEREAS, ICAA and ICAMS have agreed to terminate said Operating Agree-
ment and thereafter ICAA will perform the above tasks heretofore undertaken and
to be undertaken by ICAMS.
isWHEREAS, by this Agreement, said Operating Agreement and the Financial
Consultant Agreement shall be terminated upon the full execution of this Agree-
ment and ICAA thereafter shall issue its bonds, notes or other debt instruments
EXHIBIT B
0
(hereinafter collectively the "debt instruments ") and incur other obligations and
• make expenditures for the Airport Project and all related purposes.
WHEREAS, Financial Consultants pursuant to this Agreement will serve as an
independent contractor and Financial Consultant to ICAA with respect to the
Airport Project financing heretofore required under the aforementioned Financial
Consultant Agreement of December 14, 1976.
NOW, THEREFORE, it is agreed as follows:
(a) ICAA will assume the obligations of ICAM to Financial Consultants
with respect to the issuance of 1CAM's Revenue Bond Anticipation Notes to
Financial Consultants, which Notes are listed on Schedule A attached hereto
and made a part hereof.
• (b) ICAA will assume the obligations of ICAM for all expenses incurred by
Financial Consultants during the term of the Financial Consultant Agree-
ment, such expenses amounting to $21,839.57 as of January 1, 1957. ICAA
will also assume responsibility for the cost of a preliminary feasibility study
provided by First Southwest Company in 1982 at a cost of $8,685.00.
(c) Financial Consultants agree to perform the following duties as well as
such other duties and functions as may be necessary or advisable, the
following being by way of illustration and not intended as a limitation of the
responsibilities of Financial Consultants in any way:
(1) Prepare and submit a plan for the issuance of debt instruments
• which shall include maturity schedules deemed most advantageous to
ICAA, an option for prior redemption, an analysis of the financial
resources available for the payment of the debt instruments, a recom-
mendation of the security provisions for the debt instruments, a
- 2 -
/8
•
•
•
P
recommendation of the flow of funds and rate covenants, and a list of
recommended steps that should be taken before any debt instruments
are issued.
(2) Prepare and assemble the arithmetical computations pertaining to
the debt instruments to be issued, in order to anticipate and provide for
appropriate payments of principal and interest.
(3) Advise on current market conditions, forthcoming debt issues, and
furnish other general information and economic data which might
normally be expected to influence interest rates, so that debt instru-
ments may be marketed at a time most favorable for securing a
minimum effective interest rate.
(4) On each issue of debt instruments Financial Consultants will
recommend one of the following methods of selling such debt instru-
men:. -hat in the opinion of the Financial Consultants is most advan-
tage: , , ICAA:
(a) Competitive Bidding - Unless requested in writing to sub-
mit a bid for the debt instruments, Financial Consultants will not
be members of any bidding syndicate.
(b) Negotiated Sale - Financial Consultants will recommend
one or more investment banking firms to manage an underwriting
syndicate for the purpose of negotiating the purchase of the debt
instruments, and in no event will Financial Consultants partici-
pate directly or indirectly in the marketing of such debt instru-
ments.
- 3 -
•
•
11
0
(c) Private placement - If so requested by ICAA, Financial
Consultants will act as agent for and on behalf of ICAA to place
privately the debt instruments directly with institutional investors
for a placement fee to be mutually agreeable to ICAA and
Financial Consultants. If Financial Consultants are not requested
to place privately debt instruments designated to be so placed,
Financial Consultants will recommend another investment banking
firm to act as agent on such private placement, if so requested by
ICAA.
(5) Supervise the issuance, sale and delivery of the debt instruments,
including the furnishing of all necessary paper work incident thereto.
(6) Prepare and submit all financial data that may be requested by
any agency of the State of California, the United States of America, or
any other govern mer -' agency, for the purpose of obtaining grants in
aid of construction fro:-: = =h governmental agencies, for the purpose of
obtaining permits, rulings, and appraisals, and specifically for the
purpose of obtaining any ruling from the Internal Revenue Service.
(7) Work with Bond Counsel, to be selected and retained by ICAA,
which Bond Counsel will also furnish the usual final unqualified
approving legal opinion on all debt instruments. Financial Consultants
will assemble and transmit to the Bond Counsel such financial data as
may be required for the preparation of such approving legal opinions.
Fees and charges of said Bond Counsel will be paid by ICAA.
(8) Financial Consultants will furnish and have printed in sufficient
quantities for distribution a Legal Investment Survey and a Blue Sky
- 4 -
r1?-D
•
•
•
Memorandum prepared and executed by Bond Counsel. If the debt
instruments are sold at negotiated sale, the legal fees and printing
expense will be paid by the Underwriters and if such issues are sold at
competitive bids the ICAA will pay the fees of said Bond Counsel,
which ICAA will name in the Notice of Sale and Bidding Instructions.
(9) Prepare the Preliminary Official Statement, final Official State-
ment, Notice of Sale and Bidding Instructions, if applicable, and other
related documents for reproduction and distribution to all interested
bidders, underwriting account managers and members, banks, life, fire
and casualty insurance companies, investment counselors and other
prospective purchasers of the debt instruments and also attend to
publishing the Notice of Sale and Bidding Instructions, in a recognized
trade journal. Financial Consultants shall be represented at the sale of
the debt instruments and shall be resr..• s ble for submitting to ICAA its
recommendation on whether to acce reject any proposal of the
Underwriters or the bidders, as the case may be. It is further
understood and agreed that Financial Consultants will not directly or
indirectly participate for their own account or with others in the sale of
the debt instruments except as set out in 4(a) hereinabove. Financial
Consultants will act as agent and advisor only to ICAA. The cost of
printing the abovementioned documents is to be paid by ICAA.
(10) Submit to Moody's Investors Service and to Standard be Poor's
Corporation such financial and economic data necessary to assure the
best rating possible of the debt instruments. Financial Consultants will
submit such data at a formal presentation to each rating service. Any
- 5 -
0 0
fees or expenses incurred in obtaining a rating from either or both
• rating services are to be paid by ICAA.
(11) Agree to do or cause to be done all the work incident to printing,
approval and registration of the debt instruments, including delivery to
the purchaser at any Federal Reserve City. The cost of printing and
expense of delivery of the debt instruments is to be paid by ICAA.
(12) Prepare a complete summary of semi- annual payments of prin-
cipal and interest of all debt instruments as such will become due and
payable, for submission to ICAA, to the Trustee and paying agent banks.
(13) Financial Consultants will work with all consultants designated by
ICAA to prepare a feasibility report on the Airport Project. Said report
will be appended to the Official Statement of all debt instruments when
• appropriate. The fees of the said consultants are to be provided for in
accordance with the terms set forth on sub paragrapt hereof.
(14) When necessary, Financial Consultants will we .ith Certified
Public Accountant to ICAA in providing a summary of the financial
reports of ICAA and in obtaining any necessary "comfort letters" as to
the accuracy, completeness and fairness of said reports. The fees of
the Certified Public Accountant are to be paid by ICAA.
(15) If requested by ICAA:
(a) Financial Consultants will arrange for and conduct informa-
tion meetings in major cities to assist in the development of a market
• for the debt instruments.
(b) Financial Consultants will also arrange for a tour of the
• Airport Site for interested investors if deemed advisable by ICAA. Any
travel expense for the information meetings will be paid for by ICAA.
(16) Attend any and all meetings of the ICAA whenever Financial
Consultants may be of assistance and the subject of financing or airport
contracts are to be discussed.
(17) When requested by ICAA in writing, Financial Consultants will
review and assist in the negotiation of any contracts with airlines
and /or other airport users, construction contracts, debt instrument
resolutions, trust indentures, and purchase agreements under con-
sideration by ICAA.
(13) Financial Consultants will assist in the preparation and any
•
presentation that may be required to obtain legislation necessary for
granting of adaitional powers to ICAA including but not limited to t.
authority to issue debt instruments.
(19) In consideration of the professional services heretofore rendered
to ICAMS and to be rendered under this agreement, ICAA, on each
installment of bonds or other debt instruments, agrees to pay the
Financial Consultants, and Financial Consultants agree to accept, a fee
of $2.95 per $1,000 par amount of debt instruments, with a minimum
fee of $25,000 per issue of debt instruments, plus reimbursement of any
expenses incurred by Financial Consultants at the request of ICAA.
•
(20) This agreement shall terminate on December 12, 1993, provided
however, that if all of the obligations under this agreement on the part
of Financial Consultants have been performed, Financial Consultants
- 7 -
• shall have the option to renew this agreement for an additional five (5)
years.
(c) The aforementioned duties of Financial Consultants shall be performed
with due diligence and in accordance with the highest standards of
professional care. Financial Consultants, and their agents and employees,
shall devote such time to the performance of their duties under this
agreement as is reasonably necessary for a satisfactory performance.
Neither this agreement nor any duties or obligations hereunder shall be
assignable by Financial Consultants without the prior written consent of
1CAA:
(e) The validity of this agreement and any of its terms or provisions as well
as the rights and duties of the parties hereunder shall be governed by the laws
of the State of California, and, the place of making this agreement shall be
the County of Orange, State of California.
(f) ICAA shall have the right to terminate this agreement in its entirety or
to enforce this agreement by any appropriate remedy immediately upon the
happening of any of the following events:
• 1. Filing of a petition, voluntarily or involuntarily, for the adjudication of
the Financial Consultants as a bankrupt;
2. The making by the Financial Consultants of any general assignment for
the benefit of creditors;
9M.
(d) If any action
at law or equity
is brought to enforce
or interpret the
•
provisions of this
agreement, the
prevailing party shall
be entitled to
reasonable attorney
fees in addition
to any other relief to
which it may be
entitled.
(e) The validity of this agreement and any of its terms or provisions as well
as the rights and duties of the parties hereunder shall be governed by the laws
of the State of California, and, the place of making this agreement shall be
the County of Orange, State of California.
(f) ICAA shall have the right to terminate this agreement in its entirety or
to enforce this agreement by any appropriate remedy immediately upon the
happening of any of the following events:
• 1. Filing of a petition, voluntarily or involuntarily, for the adjudication of
the Financial Consultants as a bankrupt;
2. The making by the Financial Consultants of any general assignment for
the benefit of creditors;
9M.
3. The occurrence of any act which operates to deprive the Financial
•
Consultants permanently of the ability to perform its duties under this
agreement, except suspension of operations resulting from war or
national emergency;
4. The failure of Financial Consultants or either
of them to perform, keep
and observe any and all of the terms, covenants, and conditions herein
contained on the part of the Financial Consultants to be performed,
kept, or observed after the expiration of Ten (10) Days from the date
written notice has been given to Financial Consultants by ICAA to
correct such default or breach;
5. Termination of the Joint Powers Agreement except as provided in (g),
below:
•
(g) It is hereby agreed and understood that if in the future it is determined
that it is in the best interest of the development of the Airport Site
contemplated by this agreement that a successor agency, authority or other
public entity or entities (the "Successor ")assume the responsibility for
project
development, this agreement with the Financial Consultants shall be assigned
to the successor of ICAA and any agreement with such successor shall
provide for ratification and assumption of this Agreement in its entirety
hereunder concurrently with any Agreement with the Successor to assume
project responsibility. After proper notification to the Financial Consultants
that ratification and assumption of this Agreement in its entirety has been
•
made by the Successor, ICAA will no longer have any commitment or
obligation to the Financial Consultants.
(h) All notices, statements, requests, consents, approvals, authorizations,
• agreements, appointments or designations hereunder by either party to the
other shall be in writing and shall be sufficiently given if served upon the
other party, or sent by United States Mail to Financial Consultants, 800
Dallas Building, Dallas, Texas 75201, and to ICAA, 116A West Fourth Street,
Santa Ana, California 92701, or at such other addresses as the parties shall
designate for such purpose.
(i) Upon approval of the Airport Site by appropriate government
authorities, ICAA may issue Bond Anticipation Notes to Financial
Consultants with the proceeds thereof to be used to pay the fee of a
nationally recognized consultant who would prepare an economic feasibility
report of the Airport Project, the Notes to be payable from the proceeds of
• debt instruments. Notes shall bear interest at the rate of 10% per annum.
•
ICAA and Financial Consultant agree that the payment of the compensation
required under this Agreement will be made from the issuance of debt instruments
for the airport Project, it being understood that ICAA assumes no liability for the
payment of any sums other than from the issuance of such debt instruments.
- 10 -
.26
This Agreement, when accepted by ICAA and Financial Consultant and
• approved by ICAMS, will constitute the entire agreement for the purposes and
considerations herein specified. Acceptance will be indicated by the signatures of
•
the Chairman of ICAA upon approval of a resolution by the ICAA; and by First
Southwest Company.
Dated:
FIRST SOUTHWEST COMPANY
By: � ` 1 ` �e
President
Dated: INTER- COUNTY AIRPORT AUTHORITY
By:
Chairman
APPROVED:
INTER- COUNTY AIRPORT
MANAGEMENT SERVICES, INC.
BV:
President
• Dated:
- 11 -
27
0
C�
u
0
SCHEDULE A
•
INTER - COUNTY AIRPORT MANAGEMENT SERVICES, INC.
REVENUE BOND ANTICIPATION NOTES
Interest Rate: 10% Payable at Maturity or Redemption
Dated
December 22, 1976
March 1, 1977
.August 10, 1977
December 1, 1977
April 15, 1978
August 1, 1978
December 1, 1978
April 1, 1979
August 1, 1979
November 23, 1981
April 19, 1982
April 19, 1982
January 11, 1983
May 17, 1983
September 12, 1983
January 13, 1984
May 15, 1984
September 14, 1:74
February 19, 198
September 12, 1�,"
December 10, 19:"
March 17, 1986
June 19, 1986
September 15, 1986
January 15, 1987
TOTAL
Due
Series
Amount
December 12, 1993
1976
1,500
December 12, 1993
1977
87,500
December 12, 1993
1977A
28,550
December 12, 1993
1977B
25,500
December 12, 1993
1978
24,500
December 12, 1993
1978A
27,400
December 12, 1993
1978B
25,800
December 12, 1993
1979
26,400
December 12, 1993
1979A
25,500
December 12, 1993
1981
8,000
December 12, 1993
1982
7,200
December 12, 1993
1982A
7,750
December 12, 1993
1983
7,500
December 12, 1993
1983
7,750
December 12, 1993
1983B
8,100
December 12, 1993
1984
7,850
December 12, 1993
1984A
8,100
December 12, 1993
19848
8,000
December 12, 1993
1985
6,300
December 12, 1993
1985A
2,500
December 12, 1993
1985B
2,500
December 12, 1993
1986
2,500
December 12, 1993
1986A
2,500
December 12, 1993
1936B
2,500
December 12, 1993
1987
2 500
394,200
S �
•
•
:7
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
April 27, 1987
City Council
Agenda Item No. F -2(c)
TO:
MAYOR AND CITY COUNCIL
APR
2( 110F7
FROM:
EXECUTIVE ASSISTANT
SUBJECT:
AMENDMENTS TO ICAA AGREEMENTS
ACTION:
If desired, adopt Resolution No.
approving amendments to the Joint Powers
Agreement creating the Inter - County
Airport
Authority;
and
Approving an agreement between the ICAA
and First Southwest Company;
and
Authorizing the Mayor, City Clerk, or Council
appointee to the ICAA Governing Board to
execute agreements as appropriate.
BACKGROUND: In August, 1986, and March, 1987, the Council con-
ceptually approved certain amendments to the Joint Powers and
operating agreements of the ICAA. Previous staff reports are
attached as are letters of explanation of the two agreements.
This resolution formally approves the agreements.
KJD:ets
Attachments
I .
LL___�
KENNETH J DELINO
t
• •
RESOLUTION No.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH APPROVING CERTAIN AMENDMENTS TO
THE JOINT POWERS AGREEMENT CREATING THE INTER -
COUNTY AIRPORT AUTHORITY AND FIRST SOUTHWEST
COMPANY.
WHEREAS, the City of Newport Beach has entered a Joint
•
Powers Agreement creating the Inter - County Airport Authority; and
WHEREAS, certain amendments to the Joint Powers Agree-
ment which are attached as Exhibit A and incorporated herein by
reference have been approved and recommended by the Governing
Board of the Inter - County Airport Authority; and
WHEREAS, the Inter- County Airport Authority has entered
into an Operating Agreement with Inter- County Airport Services
Management, Inc. (ICAMS); and
WHEREAS, Inter- County Airport Services Management, Inc.
has entered into a financial agreement with First Southwest Company;
and
WHEREAS, the Inter- County Airport Authority Governing
Board has approved and recommended termination of the Operating
Agreement with Inter- County Airport Services Management, Inc.; and
•
WHEREAS, a condition of such termination is assumption of
the financial contract with First Southwest Company; and
WHEREAS, the Governing Board of the Inter - County Airport
Authority has approved and recommended the financial contract with
First Southwest Company, which is attached as Exhibit B and incor-
porated herein by reference.
NOW, THEREFORE, BE IT RESOLVED, that the City Council
of the City of Newport Beach hereby approves the amendments to the
Joint Powers Agreement and the financial agreement attached hereto
as Exhibits A and B respectively, and authorizes the Mayor, City
Clerk, and Council Representative to the Inter- County Airport
Authority Governing Board to execute such agreements as appropriate.
ADOPTED, this day of 1987.
•
MAYOR
ATTEST:
CITY CLERK
Attachments
City Council
agenda Item No. F -3(b)
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
BY THE E'T,' 3ut:bi
March 9, 1987 �jT1 °" c),, �rar rRC,ryr;v
TO: MAYOR AND CITY COUNCIL MAR 9 1387
FROM: EXECUTIVE ASSISTANT APPROVED
SUBJECT: AMENDMENTS TO INTER - COUNTY
AIRPORT AUTHORITY AGREEMENTS
ACTION: If desired, approve Amendments to the Joint
Powers Agreement and the Operating Agree-
ment of the ICAA and instruct the City's
representative to the Governing Board of
the ICAA to initiate appropriate actions
to accomplish same.
BACKGROUND: On August 29, 1986, the City Council directed
Council Member Hart to initiate action to terminate the
Operating Agreement with the Inter- County Airport Manage-
ment Services. A copy of the staff report is attached.
Additionally, the ICAA Governing Board formed a sub -com-
mittee to review other matters regarding the Joint Powers
Agreement and the Agreement with First Southwest Company.
The Governing Board at their meeting of February 18, 1987
approved and referred to the respective City Councils the fol-
lowing changes.
1. Amending the Joint Powers Agreement to:
a) Change the membership of the Governing
Board to two (2) representatives from
each member city at least one (1) of
which will be an elected official.
b) Change the voting rights to one (1)
vote per city.
c) Enable the Governing Board to appoint
an Executive Director who would be
a staff member of the City of Newport
Beach.
(Continued)
9
D CITY COUNCIL —Page 2
40
Terminate the Authority's Operating Agreement
with Inter - County Airport Management Services,
Inc.
Enter an agreement with First Southwest Com-
pany enabling them to directly support the
ICAA.
RECOMMENDATION: Approval of these amendments is recommended
to streamline and strengthen the organization of the ICAA.
KJD:ets
Attachment
f
KENNETH J. DELINO
a
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
August 29, 1986
TO: MAYOR AND CITY COUNCIL
FROM: Executive Assistant
SUBJECT: ICAA OPERATING AGREEMENT
Council Agenda
Item No. F -9 a)
ACTION: If desired, approve the termination of the Operating
Agreement between the ICAA and Inter - County Airport
Management Services, Inc. (ICAMS) and instruct the
City's representative to the Governing Board of the
ICAA to initiate appropriate actions to accomplish
same.
BACKGROUND: The Inter - County Airport Authority (ICAA) unbeknownst
to the City when it joined, entered into an operating agreement dated
• August 21, 1974 with a nonprofit corporation headed by John Lowman.
This agreement specifies that the ICAMS exclusively shall provide all
administrative, planning, financial, and construction management
services to the ICAA until 2024.
Moreover, ICAMS entered an agreement with First South West Financial
Corporation (lst SW) whereby 1st SW has provided ICAMS with approxi-
mately $400,000 from bond anticipation notes to provide services to
the ICAA. The ICAA approved this agreement and assumed certain ob-
ligations to reimburse 1st SW from the proceeds of revenue bonds when
and if a new airport is financed and constructed. It is unclear what
financial obligations to 1st SW the ICAA would retain if it terminated
the operating agreement with ICAMS. The attorney for the ICAA will
need to prepare an opinion on this matter.
ANALYSIS: The operating agreement tends to inhibit control of
personnel and planning matter by the ICAA Governing Board, and is
considered a hindrance to cooperation with other groups.
At the meeting of August 20, 1985 the City Aviation Committee rec-
commended that the City Council approve termination of the agreement.
• (� SIC �,
KENNETH J..DELINO
KJD:cd
3
0
0
CITY OF GARDEN GROVE, CALIFORNIA
11391 ACACIA PARKWAY, P.O. BOX 3070, GARDEN GROVE, CALIFORNIA 92642
OFFICE OF THE CITY ATTORNEY
(714) 638 -6881
April 6, 1987 ° '0
Robert Burnham
Newport Beach City Attorney ;., y
3300 Newport Boulevard 1— lye,,o�!'y pF °' �►
Newport Beach, California 92663
Re: Inter - County Airport Authority �cC,
Joint Powers Agreement '
Dear Bob:
Per the Governing Board's request, I have prepared a redraft of a
Joint Powers Agreement between Participating Cities which operate the
Authority. Four primary areas of change have taken place. One is
that wherever the word, "Secretary" appeared in the prior agreement
has now been changed to "Executive Director ". The second is found in
the rewording of most of the Governing Board's jurisdiction, commenc-
ing on page 2 of both the new and the old agreement. I am attaching
a copy of the old agreement's reading under the Governing Board pro-
visions contained in Section 2 of both the original and the current
draft of the agreement.
The third category is that because each city is entitled to only
one vote and there are five (5) Participating Cities, a quorum to do
business would be three (3) representatives to be present from three
(3) different Participating Cities. The fourth change is that there
be no alternates since each city would only have the ability for one
(1) vote and have the option of appointing more than one representa-
tive on the Board, making the concept of an alternate moot.
The procedural steps necessary to complete the transition require
the City Councils of each Participating City to agree and ultimately
execute a new agreement signature page.
Another area before the Board is the issue of terminating the
operating agreement with Inter - County Airport Management Systems.
All that is necessary there is to have each participating agency have
its City Council approve a Resolution terminating the agreement based
on a written consent and non objection of the Board of Directors of
Inter - County Airport Management Systems.
`V
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Robert Burnham April 6, 1987
Page 2
Re: Inter - County Airport Authority
Joint Powers Agreement
Each participating agency's counsel can prepare that Resolution
on behalf of their city.
I am transmitting a copy of the agreement that would deal with
the termination of the agreement between Inter - County Airport Manage-
ment Systems and First Southwest Company and substitute in a new
agreement with First Southwest and the Inter - County Airport Authority
to each City Attorney involved for discussion with each Participting
City.
Respectfully,
ERIC LAUTERER
City Attorney
EL /pw
Enclosures
maintenance, repair, improvement and construction of an Inter - County Air-
port. Each public agency has in common the powers to establish, acquire,
purchase, own, finance, operate, manage, maintain, repair, improve, and
construct such facilities for such purposes. The foregoing purposes will
be accomplished and common powers exercised in the manner hereinafter set
forth.
SECTION 2: Inter - County Airport Authority
(A) Creation of Authority:
Pursuant to Sections 6506 and 6507 of the Act, there is
hereby created a public entity to be known as the "INTER- COUNTY AIRPORT
AUTHORITY," hereinafter sometimes referred to as "AUTHORITY." The AU-
THORITY shall be a public entity separate and apart from the PARTICIPAT-
ING CITIES. The debts, liabilities, and obligations of the AUTHORITY, or
any person contracting with the AUTHORITY, shall not constitute debts,
liabilities or obligations of the PARTICIPATING CITIES.
(B) Governing Board:
The AUTHORITY shall be administered by a Governing Board
consisting of such number of representatives determined as hereinafter
set forth, each serving in his or her individual capacity as a member of
the Governing Board. Such Governing Board shall be called the "Governing
Board of the INTER - COUNTY AIRPORT AUTHORITY." All voting power shall re-
side in the Governing Board.
The Governing Board of the AUTHORITY shall consist of at least
one (1) representative per PARTICIPATING CITY. It will be the right of
each PARTICIPATING CITY to have up to three (3) representatives. Each
representative serving on the Governing Board shall be an elector of the
PARTICIPATING CITY he or she represents, at all times during his or her
term of office, which shall be four (4) years, commencing on July of the
year of his or her appointment; provided, however, that in order to as-
sure continuity, initial terms of all representatives shall be staggered
-2 6
for one (1), two (2), three (3), and four (4) year terms as determined by
lot. No representative of any PARTICIPATING CITY shall have an
alternate. Each representative of a PARTICIPATING CITY shall be
appointed by the Mayor, subject to confirmation by the City Council of
the PARTICIPATING CITY he or she represents.
Any vacancy which occurs in the Governing Board shall be filled
by new appointment. Each PARTICIPATING CITY shall have only one (1) vote
on matters coming before the Governing Board whether or not that
PARTICIPATING CITY has more than one (1) representative. Where more than
one (1) representative for a PARTICIPATING CITY has been selected, the
PARTICIPATING CITY shall designate which representative is the first
entitled to vote and the order of priority under which the
representatives are entitled to vote if one is absent and more than one
has been selected to represent a PARTICIPATING CITY.
At least one (1) of the representatives of the PARTICIPATING
CITY has to be an elected official of that CITY.
The initial term of all members of the Governing Board of the
AUTHORITY shall be deemed to commence on the execution of this Agreement.
(C) Meetings of the Governing Board:
(1) Regular Meetings
The Governing Board of the AUTHORITY shall provide for
its regular meetings. The date, hour and place of holding of regular
meetings shall be fixed by Resolution of the Governing Board. A copy of
such Resolution shall be filed with each City.
(2) Ralph M. Brown Act
All meetings of the Governing Board of the AUTHORITY,
including, without limitation, regular, adjourned regular and special
meetings, shall be called, noticed, held and conducted in accordance with
the provisions of the Ralph M. Brown Act (commencing with Section 54950
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of the Government Code), as amended.
(3) Executive Director
The Executive Director shall be appointed by the
Governing Board of the AUTHORITY and shall serve at the pleasure of the
Governing Board. The Executive Director shall be an employee of a
PARTICIPATING CITY. The Executive Director shall be the Chief
Administrative Officer and shall be responsible for the minutes and other
records of the proceedings of the Governing Board and shall perform such
other administrative duties as are specified by the Governing Board.
(4) Quorum
A majority of the Governing Board of the AUTHORITY
shall constitute a quorum for the transaction of business, except that
less than a quorum may adjourn from time to time.
(D) Officers and Duties
(1) Chairman
The Governing Board of the AUTHORITY shall elect one
of its members as Chairman. The Chairman's term of office shall be two
(2) years and until his successor takes office. The Chairman of the
Governing Board shall preside at its meetings and shall perform such
other duties as are specified by the Governing Board.
(2) Vice Chairman
The Governing Board of the AUTHORITY shall elect one
of its members Vice Chairman. The Vice Chairman's term of office shall
be two (2) years and until his successor takes office. The Vice Chairman
shall perform all the duties of the Chairman in the absence of the
Chairman or in the event of the Chairman's inability to perform such
duties.
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(3) Executive Director
The Executive Director of the AUTHORITY shall be
appointed by the Governing Board of the AUTHORITY and shall serve at the
pleasure of the Governing Board. The Executive Director may, but need
not, be a member of the Governing Board. The Executive Director shall be
responsible for the minutes and other records of the proceedings of the
Governing Board and shall perform such other duties as are specified by
the Governing Board.
(4) Treasurer
The Treasurer of the AUTHORITY shall be the Treasurer
of STANTON serving ex officio as Treasurer of the AUTHORITY. Any
resolution for the issuance of revenue bonds of the AUTHORITY may provide
for a trustee to receive, have custody of, and disburse AUTHORITY funds.
Subject to the applicable provisions of such a resolution of issuance,
the Treasurer shall have custody of all the money of the AUTHORITY, from
whatever source, and he shall:
(a) Receive and receipt for all money of the
AUTHORITY and place it in an account established by
the AUTHORITY;
(b) Be responsible upon his official bond for the
safekeeping and disbursement of all AUTHORITY money so
held by him;
(c) Pay, when due, out of money of the AUTHORITY so
held by him, all sums payable on outstanding bonds and
coupons of the AUTHORITY.
(d) Pay any other sums due from the AUTHORITY from
AUTHORITY money, or any portion thereof, only upon
warrants of the Controller of the AUTHORITY-
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E
Agreement are to crete the INTER - COUNTY AIRPORT AUTRITY to provide for the
I�establishment, acquisition, purchase, ownership, financing, erating,
management, maintenance, repair, improvement and construction of an
Inter - County AirpA,D Each public agency has in common the powers to
establish, acquir chase, own, finance, operate, manage, maintain, repair,
improve, and construct such facilities for such purposes. The foregoing
purposes will be accomplished and common powers exercised in the manner
hereinafter set forth.
SECTION 2: Inter - County Airport Authority.
(A) Creation of Authority:
Pursuant to Sections 6506 and 6507 of the Act, there is
hereby created a public entity to be known as the "INTER- COUNTY AIRPORT
AUTHORITY," hereinafter sometimes referred to as "AUTHORITY." The AUTHORITY
shall be a public entity separate and apart from the PARTICIPATING CITIES.
The debts, liabilities, and obligations of the AUTHORITY, or any person
contracting with the AUTHORITY, shall not constitute debts, liabilities or
obligations of the PARTICIPATING CITIES.
(B) Governing Board:
The AUTHORITY shall be administered by a Governing Board of
such number of members determined as hereinafter set forth, each serving in
his individual capacity as a member of the Governing Board. Such Governing
Board shall be called the "Governing Board of the INTER - COUNTY AIRPORT
AUT RITY." All voting power shall reside in the Governing Board.
CL
The Gov ing Board of the Authori shall consist of at
least one (1) representative per ote calculated as hereinafter set forth,
provided, however, that no PARTICIPAT CI shall have more than three (3)
Irepresentatives. Each member of the Gov ni Board shall be an elector of
I the PARTICIPATING CITY he represents t all times ing his term of office; �I
i
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...................... .......................................................................................... ............................... . .
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•
which shall a for four (4) years, commencing on July of the ear of his
appointment, ovided, however, that, in order to assur continuity, the \
initial terms o all members shall be staggered for ne (1), two (2), three
(3) and four (4) y ar terms, as determined by to . Each member will have an
alternate. Each mem er of the Governing Boar and his alternate shall be
appointed by the Mayor ubject to confirma on by the City Council of the
PARTICIPATING CITY he re resents. _
Any vac cy which curs in the Governing Board shall be
filled by a new appointment. Each m mber of the Governing•Board of the
AUTHORITY shall be entitled to as one (1) vote for each twenty thousand
(20,000), or major fractional p thereof, of population as shown by the last
federal census or by any othe tens s which the State of California has
accepted for the distributi n of moni s under the Motor Vehicle Fuel License
Tax Law, provided, howev , that each mber shall have at least one (1) vote
and no PARTICIPATING C Y shall have vot exceeding in number the total
number of votes of a other PARTICIPATING ITIES. As used herein, "major
fractional part" ans a fractional part lar er than one -half. When more than
one (1) member epresents a particular PARTICI ATING CITY, the members
representin such PARTICIPATING CITY shall divi a the votes to which such
PARTICIPA IN CITY is entitled equally and each m ber shall be entitled to
cast th umber of votes obtained as the result of such divisia2,,__.,_,__`
The initial term of all members of the Governing Board of
the AUTHORITY shall be deemed to commence on the execution of this Agreement.
(C) Meetings of the Governing Board:
(1) Regular Meetings
The Governing Board of the AUTHORITY shall provide for
its regular meetings. The date, hour and place of holding of regular meetings
shall be fixed by Resolution of the Governing Board. A copy of such
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( Resolution shall be filed with each City.
(2) Ralph M. Brown Act
All meetings of the Governing Board of the AUTHORITY,
including, without limitation, regular, adjourned regular and special
meetings, shall be called, noticed, held and conducted in accordance with the
( provisions of the Ralph M. Brown Act (commencing with Section 54950.of the , 1
Government Code), as amended.
� (3) Minutes
The ecretary f the AUTHORITY shall cause to be kept k'
1
minutes of the meetings of a Governing Board and shall, after each meeting,
cause a copy of the minutes to be forwarded to each member of the Governing
I
Board and to each PARTICIPATING CITY.
(4) Quorum
A majority of the Governing Board of the AUTHORITY
shall constitute a quorum for the transaction of business, except that less
than a quorum may adjourn from time to time.
D. Officers and Duties
(1) Chairman
The Governing Board of the AUTHORITY shall elect one
of its members as Chairman. The Chairman's term of office shall be two (2)
years and until his successor takes office. The Chairman of the Governing
Board shall preside at its meetings and shall perform such other duties as are
specified by the Governing Board.
(2) Vice Chairman
The Governing Board of the AUTHORITY shall elect one
of its members Vice Chairman. The Vice Chairman's term of office shall be two
' (2) years and until his successor takes office. The Vice- Chairman shall
perform all the duties of the Chairman in the absence of the Chairman or in
me
13
the event of the Chairman' t to perform such duties. f
tk
Sr tar (� �� (1�r (X
ec e Y `/v'" �, 1 di lid IZV
The Secretary of the AUTHORITY shall be appointed by
the Governing Board of the AUTHORITY and .shall serve at the pleasure of the
Governing Board. T sec5ry , but need not, be a member of the
Governing Board. The S,ec11 be responsible for the minutes and other
records of the procee overning Board and shall perform such other
duties as are specified by the Governing Board.
(4) Treasurer
I The Treasurer of the AUTHORITY shall be the Treasurer
of STANTON serving ex officio as Treasurer of the AUTHORITY. Any resolution
for the issuance of revenue bonds of the AUTHORITY may provide for a trustee
to receive, have custody of, and disburse AUTHORITY funds. Subject to the
applicable provisions of such a resolution of issuance, the Treasurer shall
i have custody of all the money of the AUTHORITY, from whatever source, and he
shall:
I
(a) Receive and receipt for all money of the
AUTHORITY and place it in an account established by the
AUTHORITY;
(b) Be responsible upon his official bond for the
safekeeping and disbursement of all AUTHORITY money so held
by him;
(c) Pay, when due, out of money of the.AUTHORITY so
held by him, all sums payable on outstanding bonds and
coupons of the AUTHORITY;
i(d) Pay any other sums due from the AUTHORITY from
AUTHORITY money, or any portion thereof, only upon warrants
Iof the Controller of the AUTHORITY;
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.. FIRST E COMPANY
INVEST31ENT BANKERS
MERCANTILE DALLAS BUILDING
DALLAS, TEXAS 75201
CHARLES W. CRONIN 12141 7426461
AIRPORT CONSULTANT DIVISION
February 10, 1987
Mr. John Lowman
ICAMS, Inc.
116A West 4th Street
Suite 10
Santa Ana, CA 92701
Dear John:
Enclosed are four copies of a proposed financial consultant contract
substituting ICAA for ICAMS and concerning the proposed Airport project for Orange
County. We have followed the language of the present consultant contract with
ICAMS for purposes of continuity.
Please note that wherever "bonds" are stated in the attached contract we
have also added "or other debt instrument(s)" for the reason that a part of the Airport
project may be financed from other than tax - exempt bonds. The circumstances at the
time (and the IRS) will determine which financing methods to employ.
We have shown on Schedule A the several bond anticipation notes ICAM has
issued, with the consent of the ICAA, to First Southwest. Schedule A lists the_date of
issuance, the maturity dates and the amount of each note. Copies of these notes are
available; although I believe you have copies in your files.
We have gone back to 1976, the date of the present contract, to determine
the amount of out -of- pocket expenses First Southwest has incurred on behalf of
ICAMS. They amount to $21,839.57. We would expect to collect this amount if and
when bonds or other debt instruments are sold. We have also included the amount of
$8,685.00 which was the cost of the study First Southwest made for the Airport
project in 1982, copies of which you have in hand.
We have inserted a provision under which First Southwest Company would
fund a feasibility study to be performed by a nationally recognized consultant. ICAA
would issue Anticipation Note(s) and would promise to repay First Southwest from the
proceeds of bonds or other debt instruments. We would be willing to do this after all
of the appropriate governing bodies approve the site selected by the ICAA and it is
clear that an Airport can be constructed. As we have discussed this study is critical to
the financial success of the Airport project. Interest would be 10% per annum as in
the case of the prior Notes.
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FIRST SOl6t%ZaWxP t COMPANY
Mr. John Lowman, ICAMS, Inc.
February 10, 1987 - Page Two
The agreement with ICAMS called for a fee of $4.00 per $1,000 amount of
bonds. This figure was established back in 1976 and the amount was due to the
high -risk nature of the project. Also First Southwest was asked to put up substantial
"up- front" funds to keep the project afloat. I recall in our meeting last October that
certain members of the ICAA wanted to know if the fee was fixed. Now that we are
more familiar with the project and where we think it might evolve First Southwest
Company would be willing to set the fee at $2.95 per $1,000 of bonds or other debt
instrument(s). This is the same rate we charge DFW.
I hope that this contract is what you and the Board desired of us. Please
contact me if there are any further suggestions for additions or changes for our
consideration.
Sincerely,
y �/
Charles W. Cronin
Enclosure
17
0
AGREEMENT
0
This Agreement made . 1987 by and between First
Southwest Company, Dallas, Texas (hereinafter called "Financial Consultants "), and
Inter- County Airport Authority (hereinafter called "ICAA"), a joint power
authority created under the laws of the State of California by Joint Powers
Agreement dated June 1, 1974, as amended.
WHEREAS, on August 21, 1974, an Operating Agreement was entered into
between ICAA and Inter - County Airport Management Services, Inc. (hereinafter
called " ICAMS"). The purpose of said Operating Agreement was to obtain the
assistance and expertise of ICAMS in providing for the planning of an airport to
serve the demand areas of Orange, San Bernardino and Riverside Counties,
California (the "Airport Project "), and thereafter, if the Airport Project proceeds,
to acquire the Airport Site and to supervise and manage the planning, development,
financing, operating, management, maintenance, repair, improvement and con-
struction of an airport and related facilities.
WHEREAS, on December 14, 1976, First Southwest Company entered into an
agreement (the "Financial Consultant Agreement ") whereby First Southwest
Company would act as Financial Consultants to (CAMS on the Airport Project.
WHEREAS, ICAA and (CAMS have agreed to terminate said Operating Agree-
ment and thereafter ICAA will perform the above tasks heretofore undertaken and
to be undertaken by ICAMS.
WHEREAS, by this Agreement, said Operating Agreement and the Financial
Consultant Agreement shall be terminated upon the full execution of this Agree-
ment and ICAA thereafter shall issue its bonds, notes or other debt instruments
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(hereinafter collectively the "debt instruments ") and incur other obligations and
make expenditures for the Airport Project and all related purposes.
WHEREAS, Financial Consultants pursuant to this Agreement will serve as an
independent contractor and Financial Consultant to ICAA with respect to the
Airport Project financing heretofore required under the aforementioned Financial
Consultant Agreement of December 14, 1976.
NOW, THEREFORE, it is agreed as follows:
(a) ICAA will assume the obligations of [CAM to Financial Consultants
with respect to the issuance of ICAM's Revenue Bond Anticipation Notes to
Financial Consultants, which Notes are listed on Schedule A attached hereto
and made a part hereof.
(b) ICAA will assume the obligations of ICAM for all expenses incurred by
Financial Consultants during the term of the Financial Consultant Agree-
ment, such expenses amounting to $21,839.57 as of January 1, 1987. ICAA
will also assume responsibility for the cost of a preliminary feasibility study
provided by First Southwest Company in 1982 at a cost of $8,685.00.
(c) Financial Consultants agree to perform the following duties as well as
such other duties and functions as may be necessary or advisable, the
following being by way of illustration and not intended as a limitation of the
responsibilities of Financial Consultants in any way:
(1) Prepare and submit a plan for the issuance of debt instruments
which shall include maturity schedules deemed most advantageous to
ICAA, an option for prior redemption, an analysis of the financial
resources available for the payment of the debt instruments, a recom-
mendation of the security provisions for the debt instruments, a
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recommendation of the flow of funds and rate covenants, and a list of
recommended steps that should be taken before any debt instruments
are issued.
(2) Prepare and assemble the arithmetical computations pertaining to
the debt instruments to be issued, in order to anticipate and provide for
appropriate payments of principal and interest.
(3) Advise on current market conditions, forthcoming debt issues, and
furnish other general information and economic data which might
normally be expected to influence interest rates, so that debt instru-
ments may be marketed at a time most favorable for securing a
minimum effective interest rate.
(4) On each issue of debt instruments Financial Consultants will
recommend one of the following methods of selling such debt instru-
mer. . ' iat in the opinion of the Financial Consultants is most advan-
tage- s ICAA:
(a) Competitive Bidding - Unless requested in writing to sub-
mit a bid for the debt instruments, Financial Consultants will not
be members of any bidding syndicate.
(b) Negotiated Sale - Financial Consultants will recommend
one or more investment banking firms to manage an underwriting
syndicate for the purpose of negotiating the purchase of the debt
instruments, and in no event will Financial Consultants partici-
pate directly or indirectly in the marketing of such debt instru-
ments.
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(c) Private placement - If so requested by ICAA, Financial
Consultants will act as agent for and on behalf of ICAA to place
privately the debt instruments directly with institutional investors
for a placement fee to be mutually agreeable to ICAA and
Financial Consultants. if Financial Consultants are not requested
to place privately debt instruments designated to be so placed,
Financial Consultants will recommend another investment banking
firm to act as agent on such private placement, if so requested by
ICAA.
(5) Supervise the issuance, sale and delivery of the debt instruments,
including the furnishing of all necessary paper work incident thereto.
(6) Prepare and submit all financial data that may be requested by
any agency of the State of California, the United States of America, or
any other govern mer agency, for the purpose of obtaining grants in
aid of construction frc :h governmental agencies, for the purpose of
obtaining permits, rulings, and appraisals, and specifically for the
purpose of obtaining any ruling from the Internal Revenue Service.
(7) Work with Bond Counsel, to be selected and retained by ICAA,
which Bond Counsel will also furnish the usual final unqualified
approving legal opinion on all debt instruments. Financial Consultants
will assemble and transmit to the Bond Counsel such financial data as
may be required for the preparation of such approving legal opinions.
Fees and charges of said Bond Counsel will be paid by ICAA.
(8) Financial Consultants will furnish and have printed in sufficient
quantities for distribution a Legal Investment Survey and a Blue Sky
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Memorandum prepared and executed by Bond Counsel. If the debt
instruments are sold at negotiated sale, the legal fees and printing
expense will be paid by the Underwriters and if such issues are sold at
competitive bids the ICAA will pay the fees of said Bond Counsel,
which ICAA will name in the Notice of Sale and Bidding Instructions.
(9) Prepare the Preliminary Official Statement, final Official State-
ment, Notice of Sale and Bidding Instructions, if applicable, and other
related documents for reproduction and distribution to all interested
bidders, underwriting account managers and members, banks, life, fire
and casualty insurance companies, investment counselors and other
prospective purchasers of the debt instruments and also attend to
publishing the Notice of Sale and Bidding Instructions, in a recognized
trade journal. Financial Consultants shall be represented at the sale of
the debt instruments and shall be res �ble for submitting to ICAA its
recommendation on whether to acce reject any proposal of the
Underwriters or the bidders, as the case may be. It is further
understood and agreed that Financial Consultants will not directly or
indirectly participate for their own account or with others in the sale of
the debt instruments except as set out in 4(a) hereinabove. Financial
Consultants will act as agent and advisor only to ICAA. The cost of
printing the abovementioned documents is to be paid by ICAA.
(10) Submit to Moody's Investors Service and to Standard do Poor's
Corporation such financial and economic data necessary to assure the
best rating possible of the debt instruments. Financial Consultants will
submit such data at a formal presentation to each rating service. Any
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fees or expenses incurred in obtaining a rating from either or both
rating services are to be paid by ICAA.
(11) Agree to do or cause to be done all the work incident to printing,
approval and registration of the debt instruments, including delivery to
the purchaser at any Federal Reserve City. The cost of printing and
expense of delivery of the debt instruments is to be paid by ICAA.
(12) Prepare a complete summary of semi - annual payments of prin-
cipal and interest of all debt instruments as such will become due and
payable, for submission to ICAA, to the Trustee and paying agent banks.
(13) Financial Consultants will work with all consultants designated by
ICAA to prepare a feasibility report on the Airport Project. Said report
will be appended to the Official Statement of all debt instruments when
appropriate. The fees of the said consultants are to be provided for in
accordance with the terms set forth on sub paragrapl hereof.
(14) When necessary, Financial Consultants will wt with Certified
Public Accountant to ICAA in providing a summary of the financial
reports of ICAA and in obtaining any necessary "comfort letters" as to
the accuracy, completeness and fairness of said reports. The fees of
the Certified Public Accountant are to be paid by ICAA.
(15) If requested by ICAA:
(a) Financial Consultants will arrange for and conduct informa-
tion meetings in major cities to assist in the development of a market
for the debt instruments.
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(b) Financial Consultants will also arrange for a tour of the
Airport Site for interested investors if deemed advisable by ICAA. Any
travel expense for the information meetings will be paid for by ICAA.
(16) Attend any and all meetings of the ICAA whenever Financial
Consultants may be of assistance and the subject of financing or airport
contracts are to be discussed.
(17) When requested by ICAA in writing, Financial Consultants will
review and assist in the negotiation of any contracts with airlines
and/or other airport users, construction contracts, debt instrument
resolutions, trust indentures, and purchase agreements under con-
sideration by ICAA.
(13) Financial Consultants will assist in the preparation and any
presentation that may be required to obtain legislation necessary for
granting of adoitional powers to ICAA including but not limited to ^.?
authority to issue debt instruments.
(19) In consideration of the professional services heretofore rendered
to ICAAIS and to be rendered under this agreement, ICAA, on each
installment of bonds or other debt instruments, agrees to pay the
Financial Consultants, and Financial Consultants agree to accept, a fee
of $2.95 per $1,000 par amount of debt instruments, with a minimum
fee of $25,000 per issue of debt instruments, plus reimbursement of any
expenses incurred by Financial Consultants at the request of ICAA.
(20) This agreement shall terminate on December 12, 1993, provided
however, that if all of the obligations under this agreement on the part
of Financial Consultants have been performed, Financial Consultants
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shall have the option to renew this agreement for an additional five (5)
years.
(c) The aforementioned duties of Financial Consultants shall be performed
with due diligence and in accordance with the highest standards of
professional care. Financial Consultants, and their agents and employees,
shall devote such time to the performance of their duties under this
agreement as is reasonably necessary for a satisfactory performance.
Neither this agreement nor any duties or obligations hereunder shall be
assignable by Financial Consultants without the prior written consent of
ICAA:
(d) If any action at law or equity is brought to enforce or interpret the
provisions of this agreement, the prevailing party shall be entitled to
reasonable attorney fees in addition to any other relief to which it may be
entitled.
(e) The validity of this agreement and any of its terms or provisions as well
as the rights and duties of the parties hereunder shall be governed by the laws
of the State of California, and, the place of making this agreement shall be
the County of Orange, State of California.
(f) ICAA shall have the right to terminate this agreement in its entirety or
to enforce this agreement by any appropriate remedy immediately upon the
happening of any of the following events:
1. Filing of a petition, voluntarily or involuntarily, for the adjudication of
the Financial Consultants as a bankrupt;
2. The making by the Financial Consultants of any general assignment for
the benefit of creditors;
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3. The occurrence of any act which operates to deprive the Financial
Consultants permanently of the ability to perform its duties under this
agreement, except suspension of operations resulting from war or
national emergency;
4. The failure of Financial Consultants or either of them to perform, keep
and observe any and all of the terms, covenants, and conditions herein
contained on the part of the Financial Consultants to be performed,
kept, or observed after the expiration of Ten (10) Days from the date
written notice has been given to Financial Consultants by ICAA to
correct such default or breach;
5. Termination of the Joint Powers Agreement except as provided in (g),
below:
(g) It is hereby agreed and understood that if in the future it is determined
that it is in the best interest of the development of the Airport Site
contemplated by this agreement that a successor agency, authority or other
public entity or entities (the "Successor ")assume the responsibility for project
development, this agreement with the Financial Consultants shall be assigned
to the successor of ICAA and any agreement with such successor shall
provide for ratification and assumption of this Agreement in its entirety
hereunder concurrently with any Agreement with the Successor to assume
project responsibility. After proper notification to the Financial Consultants
that ratification and assumption of this Agreement in its entirety has been
made by the Successor, ICAA will no longer have any commitment or
obligation to the Financial Consultants.
S�
a�
(h) All notices, statements, requests, consents, approvals, authorizations,
agreements, appointments or designations hereunder by either party to the
other shall be in writing and shall be sufficiently given if served upon the
other party, or sent by United States Mail to Financial Consultants, 800
Dallas Building, Dallas, Texas 75201, and to ICAA, 116A West Fourth Street,
Santa Ana, California 92701, or at such other addresses as the parties shall
designate for such purpose.
(i) Upon approval of the Airport Site by appropriate government
authorities, ICAA may issue Bond Anticipation Notes to Financial
Consultants with the proceeds thereof to be used to pay the fee of a
nationally recognized consultant who would prepare an economic feasibility
report of the Airport Project, the Notes to be payable from the proceeds of
debt instruments. Notes shall bear interest at the rate of 10% per annum.
ICAA and Financial Consultant agree that the payment of the compensation
required under this Agreement will be made from the issuance of debt instruments
for the Airport Project, it being understood that ICAA assumes no liability for the
payment of any sums other than from the issuance of such debt instruments.
- 10 -
This Agreement, when accepted by ICAA and Financial Consultant and
approved by ICAMS, will constitute the entire agreement for the purposes and
considerations herein specified. Acceptance will be indicated by the signatures of
the Chairman of ICAA upon approval of a resolution by the ICAA; and by First
Southwest Company.
Dated: FIRST SOUTHWEST COMPANY
By: � me
President
Dated: INTER - COUNTY AIRPORT AUTHORITY
By:
APPROVED:
INTER - COUNTY AIRPORT
MANAGEMENT SERVICES, INC.
By:
President
Dated:
- 11 -
rman
._'?R
t 9
SCHEDULE A
0
INTER - COUNTY AIRPORT MANAGEMENT SERVICES, INC.
REVENUE BOND ANTICIPATION NOTES
Interest Rate: 10% Payable at Maturity or Redemption
Dated
December 22, 1976
March 1, 1977
,August 10, 1977
December 1, 1977
April 15, 1978
August 1, 1978
December 1, 1978
April 1, 1979
August 1, 1979
November 23, 1981
April 19, 1982
April 19, 1982
January 11, 1983
May 17, 1983
September 12, 1983
January 13, 1984
May 15, 1984
September 14, l "4
February 19, 19;
September 12, 1.
December 10, 19.,
March 17, 1986
June 19, 1986
September 15, 1986
January 15, 1987
TOTAL
Due
Series
Amount
December 12, 1993
1976
31,500
December 12, 1993
1977
87,500
December 12, 1993
1977A
28,550
December 12, 1993
1977B
25,500
December 12, 1993
1978
24,500
December 12, 1993
1978A
27,400
December 12, 1993
1978B
25,800
December 12, 1993
1979
26,400
December 12, 1993
1979A
25,500
December 12, 1993
1981
8,000
December 12, 1993
1982
7,200
December 12, 1993
1982A
7,750
December 12, 1993
1983
7,500
December 12, 1993
1983
7,750
December 129 1993
1983B
8,100
December 12, 1993
1984
7,850
December 12, 1993
1934A
8,100
December 12, 1993
1984B
8,000
December 12, 1993
1985
6,300
December 12, 1993
1985A
2,500
December 12, 1993
1985B
2,500
December 12, 1993
1986
2,500
December 12, 1993
1986A
2,500
December 12, 1993
1936B
2,500
December 12, 1993
1987
2 500
394,200
City Council F -3(b)
`g
y
enda Item No.
CITY OF NEWPORT BEACH C'- �.SV 2-
OFFICE OF THE CITY MANAGER
March 9, 1987 CITY U Nrl -H�7'
TO: MAYOR AND CITY COUNCIL MAR 9 9p
FROM: EXECUTIVE ASSISTANT APPROVED
SUBJECT: AMENDMENTS TO INTER - COUNTY
AIRPORT AUTHORITY AGREEMENTS
ACTION: If desired, approve Amendments to the Joint
Powers Agreement and the Operating Agree-
ment of the ICAA and instruct the City's
representative to the Governing Board of
the ICAA to initiate appropriate actions
to accomplish same.
BACKGROUND: On August 29, 1986, the City Council directed
Council Member Hart to initiate action to terminate the
Operating Agreement with the Inter- County Airport Manage-
ment Services. A copy of the staff report is attached.
Additionally, the ICAA Governing Board formed a sub -com-
mittee to review other matters regarding the Joint Powers
Agreement and the Agreement with First Southwest Company.
The Governing Board at their meeting of February 18, 1987
approved and referred to the respective City Councils the fol-
lowing changes.
1. Amending the Joint Powers Agreement to:
a) Change the membership of the Governing
Board to two (2) representatives from
each member city at least one (1) of
which will be an elected official.
b) Change the voting rights to one (1)
vote per city.
c) Enable the Governing Board to appoint
an Executive Director who would be
a staff member of the City of Newport
Beach.
(Continued)
TO - MAYOR AND CITY COUNCIL - Page 2
0
2. Terminate the Authority's Operating Agreement
with Inter - County Airport Management Services,
Inc.
3. Enter an agreement with First Southwest Com-
pany enabling them to directly support the
ICAA.
RECOMMENDATION: Approval of these amendments is recommended
to streamline and strengthen the organization of the ICAA.
KJD:ets
Attachment
"NNETHDELINO
1]
CITY OF NEWPORT BEACH
• OFFICE OF THE CITY MANAGER
August 29, 1986
TO: MAYOR AND CITY COUNCIL
Council Agenda
Item No. F -9 a)
FROM: Executive Assistant
SUBJECT: ICAA OPERATING AGREEMENT
ACTION: If desired, approve the termination of the Operating
Agreement between the ICAA and Inter - County Airport
Management Services, Inc. (ICAMS) and instruct the
City's representative to the Governing Board of the
ICAA to initiate appropriate actions to accomplish
same.
BACKGROUND: The Inter - County Airport Authority (ICAA) unbeknownst
to the City when it joined, entered into an operating agreement dated
• August 21, 1974 with a nonprofit corporation headed by John Lowman.
This agreement specifies that the ICAMS exclusively shall provide all
administrative, planning, financial, and construction management
services to the ICAA until 2024.
Moreover, ICAMS entered an agreement with First South West Financial
Corporation (1st SW) whereby lst SW has provided ICAMS with approxi-
mately $400,000 from bond anticipation notes to provide services to
the ICAA. The ICAA approved this agreement and assumed certain ob-
ligations to reimburse 1st SW from the proceeds of revenue bonds when
and if a new airport is financed and constructed. It is unclear what
financial obligations to lst SW the ICAA would retain if it terminated
the operating agreement with ICAMS. The attorney for the ICAA will
need to prepare an opinion on this matter.
ANALYSIS: The operating agreement tends to inhibit control of
personnel and planning matter by the ICAA Governing Board, and is
considered a hindrance to cooperation with other groups.
At the meeting of August 20, 1985 the City Aviation Committee rec-
commended that the City Council approve termination of the agreement.
C
KJD:cd
3
KENNETH J.r,DELINO
TO:
FROM:
SUBJECT
ACTION:
I e l�I
�� (46 COUnC11 Agenda � I
Item No. F -2(d)
CITY OF NEWPORT BEACH
August 28, 1986
MAYOR AND CITY COUNCIL
Executive Assistant
City of Irvine Participation in the ICAA
If desired, approve Resolution-No.
approving the subject.
DY THE twi i:1)U hCii
CITY OF NEWPORT RiEACii
SO- 8 1986
BACKGROUND: The Governing Board of the ICAA at their meeting of
August 20, 1986 requested each participating city to approve the
request of the City of Irvine to participate in the joint powers
agreement. The City Aviation Committee at their meeting of August 20,
1986 also recommended to the City Council that this request be ap-
proved.
The consensus attitude is that because the USMCAS, E1 Toro is one
of the prime candidates for the location of commercial aircraft, the
City of Irvine should be actively involved in the analysis and selec-
tion process.
An appropriate resolution is attached.
KENNETH J. DELINO
KJD:cd
Attachment
City Hall • 3300 Newport Boulevard, Newport Beach, California 92663
V
i�
RESOLUTION NO. 86 -79
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH APPROVING THE PARTICIPATION
OF THE CITY OF IRVINE IN THE INTER - COUNTY
AIRPORT AUTHORITY.
WHEREAS, the City of Newport Beach has entered a joint powers
agreement with the cities of Anaheim, Garden Grove, Santa Ana, and
Stanton forming the Inter - County Airport Authority (ICAA); and
WHEREAS, the City of Irvine has requested to participate
in the ICAA; and
WHEREAS, the Governing Board of the ICAA has recommended approval
of the request of the City of Irvine; and
WHEREAS, the joint powers agreement requires the legislative
bodies of participating cities to approve the participation of additional
cities; and
WHEREAS, the City Council of the City of Newport Beach finds
that the participation of the City of Irvine would further the purposes
of the ICAA.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the
City of Newport Beach approves of the participation of the City of
Irvine in the joint powers agreement forming the ICAA.
ADOPTED this 8th day of September, 1986.
ATTEST:
City Clerk
0
TO: FINANCE DIRECTOR
FROM: CITY CLERK
E
CITY OF NEWPORT BEACH
DATE: October 22, 1985
SUBJECT: Contract No. C -2542
OFFICE OF THE CITY CLERK
1714) 640-2251
Description of Contract Joint PowertiAgreement
Effective date of Contract October 18. 1985
Authorized by Minute Action, approved on October 15, 1985
Contract with Inter- County Airport Authority
Address 600 LLovds Bank Building
106 West Fourth Street
Santa Ana, CA 92701
Amount of Contract KSee Agreement)
k404& e
Wanda E. Andersen
City Clerk
WEA:lr
attach.
City Hall • 3300 Newport Boulevard, Newport Beach, California 92663
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
October 15, 1985
TO: MAYOR AND CITY COUNCIL
FROM: Executive Assistant
SUBJECT: INTER - COUNTY AIRPORT AUTHORITY
Council Agenda
Item No. J -1
BY THE CITY COUNCIL
CITY OF NEWPORT BEACH
OCT 151935
ACTION:(CI)If desired, authorize Mayor and City Clerk
to execute Joint Powers Agreement to allow
City to participate in the Inter - County
Airport Authority;
and
( /,?) appoint Councilmember
as the City's representative to the Govern-
ing Board of the ICAA, and appoint Council -
member as Alternate.
BACKGROUND: The City Council by action of January 14, 1985,
adopted Resolution 85 -4 approving the participation of the
City in the Inter - County Airport Authority. Acceptance of
the City's membership in the ICAA has been delayed pending
action by the currently participating cities.
The Governing Board of the ICAA, after receiving ap-
propriate approvals from the City Councils of each of the
participating cities, approved for membership the City of
Newport Beach at its meeting of September 18, 1985. A copy
of the minutes of that meeting and a letter from the Chairman
of the Governing Board is attached.
Also attached is a copy of the January 14, 1985 staff
report including a copy of the Joint Powers Agreement.
KJD:ets
Attachments
KENNETH J.V D
ELINO
i
I C A A
INACOUNTY AIRPORT AUTHRITY
600 LLOYDS BANK BUILDING
106 WEST FOURTH STREET
SANTA ANA, CALIFORNIA 92701
CITY OF ANAHEIM (714) 543 -1662
CITY OF GARDEN GROVE
CITY OF SANTA ANA
CITY OF STANTON
September 18, 1985
Honorable "Mayor and Members of the City Council
City of Newport Beach
City Hall
P.O. Box 1768
Newport Beach, CA 92658 -8915
Dear Mayor and Council Members,
In recent Council actions the Cities of Anaheim, Garden Grove,
Santa Ana and Stanton approved modification of their mutual
Joint Powers Agreement to include the City of Newport Beach as
a full Member of the Inter - County Airport Authority (ICAA).
It gives me pleasure as Chairman of the Governing Board of the
Authority to welcome your City on board as we feel that your
participation on this body should make it even more productive
in achieving our common goal of meeting the needs of Orange
County for convenient aviation services.
R'. L : j 1
Encl: Minutes of ICAA M'eetin - 9/13/;;5
Sincerely,
Robert J. Luxembourger
Chairman
E�
• •
MINUTES OF THE MEETING OF THE GOVERNING BOARD
OF THE
INTER - COUNTY AIRPORT AUTHORITY
Minutes of the Regular Meeting of the Governing Board of the
Inter - County Airport Authority held in the Garden Grove City
Council Chambers on Wednesday, September 18, 1985.
1. Meeting called to order by the Chairman at 7:46 A.M..
2. Prior to the Roll Call the Secretary announced the receipt
of a notification from the City of Anaheim that the status of
Councilman Pickler had been changed to Member of the Governing
Board from that of Alternate Member.
Roll Call of Members of the Governing Board:
Present: Walter E. Donovan, Councilman, City of Garden Grove
Allan V. Guy, City of Santa Ana
Robert W. Luxembourger, Councilman, City of Santa
Ana, Chairman
Charles M. Pace, Councilman, City of Stanton
Iry Pickler, Mayor Pro Tem, City of Anaheim
J. Tilman '•'illiams, City of Garden Grove
Absent: Don R. Roth, Mayor, City of Anaheim
Dan Young, Councilman, City of Santa Ana
Special Staff Present: Legal Counsel, Eric Lauterer
Fiscal Dir., James J. Antoniono
Executive Dir. /Secretary, John Lowman
The Secretary reported that a Quorum of the Board was present
for the proper conduct of the business of the Authority.
3. On motion by ` ?illiams and declared unanimous by the Chair,
with Pickler abstaining, the Minutes of the Regular Meeting
held August 21, 1985, and of the Special Meeting held
September 4, 1985, were Approved.
4. The Board considered a draft letter of intent to submit a
Proposal to the County of Orange to designate the ICAA as the
' third party" which will build and operate a new airport to
meet the needs of the citizens of the County. Copies to go to
the Orange County Airport Commission and Manager of J`dA. The
Board approved the proposed letter of intent and authorized the
Chairman to sign and send the letter as soon as the Court's
approval of the settlement was announced.
3
lei
ICAA Minutes
9/18/85
Page two
0
5. The Board was advised that the City Councils of the Cities of
Anaheim, Garden Grove, Santa Ana and Stanton had approved the
admittance of the City of Newport Beach to Membership in the Inter -
County Airport Authority and the modification of the Joint Powers
Agreement accordingly. The Board then took the following action,
moved by Pickler, seconded by Williams, and unanimously approved:
BE IT RESOLVED that the Governing Board of the Inter - County
Airport Authority does hereby approve for membership, under
that Joint Powers Agreement of 1974 (as ammended from time
to time) between participating Cities creating the Inter -
County Airport Authority, the City of Newport Beach,
California.
6. The Board considered the approval of the standard " no-
liability- to- ICAA" disclaimer for the next increment of funds
provided by the Financial Consultants, the First Southwest Company.
On motion by �7illiams, seconded by Pickler, and unanimously
approved, the Chairman :aas authorized to sign follor7ino a
favorable review by Legal Counsel.
7. 11r. Allan Guy gave an info_mati_oral briefia on the iublic
Ilformation presentation he is c.orUng on concerning the ICAA
and the County's need for a na!7 airport to sL,_pplement the capacity
of the John '7ayne Airport.
S. There being no other business to be brought before the Board
at this time, the Chair, in the absence of any obection, declared
the meeting adjourned.
Ap,,roved:
�t <-�- y-C-�/
.obert W. Luxc�:�bo er
Chairman
Resi,ectfully submitted,
John. Locr•.:ian, Secretary
E:;ecutive Director
•
COUNCIL
AGENDA
Item No.
F -2(c)
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
January 14, 1985
TO: MAYOR AND CITY COUNCIL
FROM: Executive Assistant
SUBJECT: Inter - County Airport Authority
ACTION: If desired, approve Resolution No.
authorizing the Mayor on behalf of the City
of Newport Beach to enter a Joint Powers
Agreement enabling the City of Newport
Beach to participate in the Inter- County
Airport Authority.
BACKGROUND: The City Council at its meeting of December 10,
1984, conceptually approved joining the. Inter - County Airport
Authority (ICAA). The ICAA is a joint powers agency of the
cities of Garden Grove, Stanton, Santa Ana, and Anaheim.
Newport Beach was invited to join the Authority on April 20,
1983, and this invitation was reaffirmed by letter on
August 4, 1983. (See attached) On September 12, 1983, the
City Council declined the invitation because of the ongoing
negotiations regarding the Binding Agreement. (See attached
letter dated September 15, 1983). By letter dated October 19,
1983, the ICAA indicated that the City of Newport Beach could
preserve its option to consider joining the Authority. (See
attached). The City Council reviewed these matters at its
Study Session of December 10, 1984.
The ICAA was originally formed to promote the Chino Hills
airport site. While the ICAA, in the opinion of Staff,
remains committed to the Chino Hills site, it has however,
indicated its willingness to investigate other sites.
The structure of the ICAA is a joint powers agreement with
voting rights proportioned by population. According to the
most recently published population figures and according to
the formula presented in the joint powers agreement, Newport
Beach can expect to have three votes from a total of 33
votes: - Anaheim would have 12 votes, Garden Grove would have
67
6 votes, Santa Ana would have 11 votes, and Stanton would
have 1 vote. The Authority has the power to establish,
acquire, purchase, own, finance, operate, manage, and maintain
an airport. Participating cities appoint City Council members
to the governing board. Financial contributions are strictly
voluntary and no financial obligations are incurred by the
signing of the joint powers agreement. However, if financial
contributions are approved by the City Council, the joint
powers agreement calls for contributions by the participating
cities in proportion to population.
An appropriate resoltuion and a copy of the full joint
powers agreement are attached. The appointment of a Council
Member to the governing board can be made after acceptance of
the participation of the City of Newport Beach and after
final execution of all documents.
KENNETH J. DELINO
KJD:glo
Attachments
2
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JOINT POWERS AGREEMENT OF 1974, AS REVISED ON JMY 27, 1983,
BETWEEN 9 /a /u
PARTICIPATING CITIES
CREATING THE INTER - COUNTY AIRPORT AUTHORITY
0516G
TABLE OF CONTENTS
Section
No.
Title
Page No.
Recitals
. . . . . . . . . . . . . . . . . . . . .
1
Section
1
Purposes of Agreement and Common Powers
1
to be Exercised .. . . . . . . . . . . . .
Section
2
Inter - County Airport Authority. . . . . .
2
Section
3
Powers . . . . . . . . . . . . . . . . .
7
Section
4
Fiscal Year . . . . . . . . . . . . . . .
9
Section
5
Official Bonds . . . . . . . . . . . . .
9
Section
6
Payments and Advances . . . . . . . . . .
9
Section
7
Initial Procedure . . . . . . . . . . . .
10
Section
8
Initial Financing . . . . . . . . . . . .
11
Section
9
Acquisition and Construction . . . . . .
12
Section
10
Term, Amendments, Termination . . . . . .
12
Section
11
Operating Memoranda . . . . . . . . . . .
13
Section
12
Notices . . . . . . . . . . . . . . . . .
13
Section
13
Severability . . . . . . . . . . . . . .
13
Execution
. . . . . . . . . . . . . . . . . . . . .
14
0516G
0
JOINT POWERS AGREEMENT OF 1974
BETWEEN
PARTICIPATING CITIES
CREATING THE INTER - COUNTY AIRPORT AUTHORITY
THIS agreement originally in existence as of June 1, 1974, is made
and entered into by PARTICIPATING CITIES who are signatory herein, for the
purpose of creating an INTER - COUNTY AIRPORT AUTHORITY. The cities who are
signatory hereto, are referenced as "PARTICIPATING CITIES."
RECITALS
WHEREAS, the PARTICIPATING CITIES deem it necessary and desirable
and for the best interests of their inhabitants to establish, purchase and
operate public works to furnish such inhabitants with transportation by means
of an Airport to be established in the Orange County- Riverside County -San
Bernardino County Area. Said Airport is sometimes referred to herein as the
"INTER- COUNTY AIRPORT" or "AIRPORT."
NOW, THEREFORE, THE PARTICIPATING CITIES WHO ARE SIGNATORY HEREIN,
FOR AND IN CONSIDERATION OF THEIR MUTUAL PROMISES AND AGREEMENTS AS HEREIN
PROVIDED DO AGREE AS FOLLOWS:
SECTION 1: Purposes of Agreement and Common Powers
to be Exercised.
This Agreement is made pursuant to the provisions of Article 1,
Chapter 5, Division 7, Title 1 of the Government Code of the State of
California (commencing with Section 6500, hereinafter sometimes called "Act ")
relating to the joint exercise of powers common to public agencies, in this
case being PARTICIPATING CITIES executing this agreement, each of which is
authorized to contract with the other pursuant thereto. The purposes of this
-I-
Agreement are to create the INTER- COUNTY AIRPORT AUTHORITY, to provide for the
establishment, acquisition, purchase, ownership, financing, operating,
management, maintenance, repair, improvement and construction of an
Inter - County Airport. Each public agency has in common the powers to
establish, acquire, purchase, own finance, operate, manage, maintain, repair,
improve, and construct such facilities for such purposes. The foregoing
purposes will be accomplished and common powers exercised in the manner
hereinafter set forth.
SECTION 2: Inter - County Airport Authority.
(A) Creation of Authori
Pursuant to Sections 6506 and 6507 of the Act, there is
hereby created a public entity to be known as the "INTER- COUNTY AIRPORT
AUTHORITY," hereinafter sometimes referred to as "AUTHORITY." The AUTHORITY
shall be a public entity separate and apart from the PARTICIPATING CITIES.
The debts, liabilities, and obligations of the AUTHORITY, or any person
contracting with the AUTHORITY, shall not constitute debts, liabilities or
obligations of the PARTICIPATING CITIES.
(B) Governing Board:
The AUTHORITY shall be administered by a Governing Board of
such number of members determined as hereinafter set forth, each serving in
his individual capacity as a member of the Governing Board. Such Governing
Board shall be called the "Governing Board of the INTER - COUNTY AIRPORT
AUTHORITY." All voting power shall reside in the Governing Board.
The Governing Board of the AUTHORITY shall consist of at
least one (1) representative per vote calculated as hereinafter set forth,
provided, however, that no PARTICIPATING CITY shall have more than three (3)
representatives. Each member of the Governing Board shall be an elector of
the PARTICIPATING CITY he represents at all times during his term of office;
-2-
9
0
which shall be for four (4) years, commencing on July of the year of his
appointment, provided, however, that, in order to assure continuity, the
initial terms of all members shall be staggered for one (1), two (2), three
(3) and four (4) year terms, as determined by lot. Each member will have an
alternate. Each member of the Governing Board and his alternate shall be
appointed by the Mayor subject to confirmation by the City Council of the
PARTICIPATING CITY he represents.
Any vacancy which occurs in the Governing Board shall be
filled by a new appointment. Each member of the Governing Board of the
AUTHORITY shall be entitled to cast one (1) vote for each twenty thousand
(20,000), or major fractional part thereof, of population as shown by the last
federal census or by any other census which the State of California has
accepted for the distribution of monies under the Motor Vehicle Fuel License
Tax Law, provided, however, that each member shall have at least one (1) vote
and no PARTICIPATING CITY shall have votes exceeding in number the total
number of votes of all other PARTICIPATING CITIES. As used herein, "major
fractional part" means a fractional part larger than one -half. When more than
one (1) member represents a particular PARTICIPATING CITY, the members
representing such PARTICIPATING CITY shall divide the votes to which such
PARTICIPATING CITY is entitled equally and each member shall be entitled to
cast the number of votes obtained as the result of such division.
The initial term of all members of the Governing Board of
the AUTHORITY shall be deemed to commence on the execution of this Agreement.
(C) Meetings of the Governing Board:
(1) Regular Meetings
The Governing Board of the AUTHORITY shall provide for
its regular meetings. The date, hour and place of holding of regular meetings
shall be fixed by Resolution of the Governing Board. A copy of such
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• •
Resolution shall be filed with each City.
(2) Ralph M. Brown Act
All meetings of the Governing Board of the AUTHORITY,
including, without limitation, regular, adjourned regular and special
meetings, shall be called, noticed, held and conducted in accordance with the
Provisions of the Ralph M. Brown Act (commencing with Section 54950 of the
Government Code), as amended.
(3) Minutes
The Secretary of the AUTHORITY shall cause to be kept
minutes of the meetings of the Governing Board and shall, after each meeting,
cause a copy of the minutes to be forwarded to each member of the Governing
Board and to each PARTICIPATING CITY.
(4) Quorum
A majority of the Governing Board of the AUTHORITY
shall constitute a quorum for the transaction of business, except that less
than a quorum may adjourn from time to time.
D. Officers and Duties
(1) Chairman
The Governing Board of the AUTHORITY shall elect one
of its members as Chairman. The Chairman's term of office shall be two (2)
years and until his successor takes office. The Chairman of the Governing
Board shall preside at its meetings and shall perform such other duties as are
specified by the Governing Board.
(2) Vice Chairman
The Governing Board of the AUTHORITY shall elect one
of its members Vice Chairman. The Vice Chairman's term of office shall be two
(2) years and until his successor takes office. The Vice - Chairman shall
perform all the duties of the Chairman in the absence of the Chairman or in
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the event of the Chairman's inability to perform such duties.
(3) Secretary
The Secretary of the AUTHORITY shall be appointed by
the Governing Board of the AUTHORITY and shall serve at the pleasure of the
Governing Board. The secretary may, but need not, be a member of the
Governing Board. The Secretary shall be responsible for the minutes and other
records of the proceedings of the Governing Board and shall perform such other
duties as are specified by the Governing Board.
(4) Treasurer
The Treasurer of the AUTHORITY shall be the Treasurer
of STANTON serving ex officio as Treasurer of the AUTHORITY. Any resolution
for the issuance of revenue bonds of the AUTHORITY may provide for a trustee
to receive, have custody of, and disburse AUTHORITY funds. Subject to the
applicable provisions of such a resolution of issuance, the Treasurer shall
have custody of all the money of the AUTHORITY, from whatever source, and he
shall:
(a) Receive and receipt for all money of the
AUTHORITY and place it in an account established by the
AUTHORITY;
(b) Be responsible upon his official bond for the
safekeeping and disbursement of all AUTHORITY money so held
by him;
(c) Pay, when due, out of money of the AUTHORITY so
held by him, all sums payable on outstanding bonds and
coupons of the AUTHORITY;
(d) Pay any other sums due from the AUTHORITY from
AUTHORITY money, or any portion thereof, only upon warrants
of the Controller of the AUTHORITY;
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(e) Verify and report in writing on the first day of
July, October, January and April of each year to the
AUTHORITY and to each PARTICIPATING CITY the amount of
money he holds for the AUTHORITY, the amount of receipts
since his last report, and the amount paid out since his
last report; and
(f) Perform such other duties as are specified by the
Governing Board.
(5) Controller
The officer of STANTON performing the functions of
Finance Director shall be and serve ex officio as Controller of the
AUTHORITY. The Controller shall establish and maintain such accounts, books
and records as may be required by good accounting practice or by any provision
of any resolution for issuance of bonds of the AUTHORITY and he shall perform
such other duties as are specified by the Governing Board. There shall be
strict accountability of all funds and report of all receipts and
disbursements. The accounts, books and records of the AUTHORITY shall be open
to inspection at all reasonable times by representatives of each PARTICIPATING
CITY. The Controller shall draw warrants to pay demands against the AUTHORITY
when the demands have been approved by the Governing Board. The Controller
shall, with the approval of the Governing Board, contract with a certified
public accountant to make an annual audit of the accounts and records of the
AUTHORITY. The minimum requirements of the audit shall be those applicable to
STANTON and shall conform to generally accepted auditing standards. A report
thereof shall be filed as public records with each PARTICIPATING CITY. Such
reports shall be filed within twelve (12) months of the fiscal year under
examination.
C.
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(6) Attorney
The Attorney for the AUTHORITY shall be the duly
appointed and acting City Attorney (or his duly authorized deputy) of a
PARTICIPATING CITY (in the order of participation) on a rotational basis for
one year, serving ex officio as Attorney for the AUTHORITY. The Board shall
annually have the discretion to determine that if it is in the best interest
of PARTICIPATING CITIES to reappoint the AUTHORITY Attorney without regard to
a rotational basis, it may do so with the consent of the Attorney and the City
he or she represents. The Attorney for the AUTHORITY or his designated deputy
shall attend all meetings of the Governing Board, but his absence shall not
affect the validity of any meeting. The Attorney shall perform such other
duties as are specified by the Governing Board. In case such Attorney is
disqualified, the Board may employ other counsel to serve in the matter
involved.
SECTION 3. POWERS
The INTER - COUNTY AIRPORT AUTHORITY shall have the powers common to
the PARTICIPATING CITIES set forth in Section 1, as limited by this
Agreement. The AUTHORITY, by and through its Governing Board, is hereby
authorized, in its own name, to do all acts necessary, convenient or
appropriate for the exercise of said common powers for the purposes set forth
in Section 1 and to do any or all of the following:
(A) To make and enter into contracts, including agreements
necessary to comply with procedural requirements in connection
with any federal or state grants;
(B) To employ agents and employees;
(C) To acquire, construct, manage, maintain or operate any
buildings, works or improvements;
(D) To acquire, hold or dispose of property;
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(E) To incur debts, liabilities, or obligations which do
not constitute debts, liabilities or obligations of the
PARTICIPATING CITIES:
(F) To sue and be sued in its own name;
(G) To receive gifts, contributions and donations of
property, funds, services and other forms of assistance from
persons, firms, corporations and any governmental entity provided
that any such gifts, contributions or donations are consented to
by the AUTHORITY in each instance;
(H) To issue revenue bonds pursuant to Article 2, Chapter
5, Division 7, Title 1 of the Government Code of the State of
California (commencing with Section 6540), if such Article becomes
applicable, including in such authorization, authorization to
exercise the additional power granted by Section 6547.1, and also
the power to issue funding, or refunding bonds, and also to issue
revenue bonds under any other applicable laws of the State of
California;
(I) To fix the compensation paid to the Governing Board,
Secretary, Treasurer, Controller and Attorney;
(J) To fix the duties, compensation and other terms and
conditions of employment of other officers and employees, all of
whom shall serve at the pleasure of the Governing Board;
(K) To adopt reasonable rules and regulations for the
conduct of the Airport and to prescribe, revise, and collect
charges for services, facilities and use thereof.
Such powers shall be exercised in the manner provided in the Act,
and, except as expressly set forth herein, subject only to such restrictions
upon the manner of exercising such powers as are imposed upon STANTON in the
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exercise of similar powers.
SECTION 4. Fiscal Year.
The Governing Board of the AUTHORITY shall fix the fiscal year of
the AUTHORITY. The fiscal year of the AUTHORITY shall be July 1 to June 30
until changed by the Governing Board.
SECTION 5. Official Bonds.
The public officers (namely, the Controller and the Treasurer)
herein designated as the persons responsible for any monies of the AUTHORITY
are hereby also designated as responsible for all other property of the
AUTHORITY. The Controller shall file an official bond in the amount of
$10,000 and the Treasurer shall file an official bond in the amount of
$10,000. Each member of the Governing Board shall file an official bond in
the amount of $5,000. All bond premiums shall be paid by the AUTHORITY.
SECTION 6. Payments and Advances.
The PARTICIPATING CITIES may, in appropriate circumstances, or
when required by this Agreement: (a) make contributions from their treasuries
for the purposes set forth in this Agreement; (b) make payments of public
funds to defray the cost of such purposes; (c) make advances of public funds
for such purposes, such advances to be repaid as provided in this Agreement;
or (d) use personnel, equipment or property in lieu of other contributions or
advances. The Governing Board shall determine the charges to be made against
the AUTHORITY for the services of the Treasurer and Controller. The
provisions of Government Code Section 6513 are hereby incorporated into this
Agreement.
Nothing contained in this section or elsewhere in this agreement
in any way obligates any PARTICIPATING CITY, to be indebted or incur or spend
any sum of money without first having the majority vote of the legislative
body of said PARTICIPATING agency. Nothing contained herein is to be
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construed as granting said consent in advance notwithstanding the fact that
federal funds may or may not be available without express financial
contributions or guarantees from those cities participating herein.
SECTION 7. Initial Procedure
The AUTHORITY shall initiate the following initial procedures to
implement this Agreement.
(A) Examine all potential airport sites in sufficient detail to
permit a factual comparison of alternative sites prior to
selecting one site for layout planning and, if a site is
selected, to prepare a conceptual schematic plan for the
airport sufficient to meet Federal Airport Master Plan
requirements and permit public evaluation at public
hearings.
(B) Completion of the Federal Airport Master Plan, including,
without limitation, complete environmental impact studies
and such other proceedings as required by the State and
Federal Governments.
Prior to incurring any expenditure in connection with the above
initial procedures, or any other expenditure in connection with this
Agreement, the AUTHORITY created hereunder, must submit a proposed budget for
the related expenditures and receive the express consent of each city which is
a party hereto, as a condition precedent to the City's responsibility for
contributing to the financing thereof as provided in Section 6 above., In
this respect, no city which is a participant to this Agreement intends to
incur any costs in connection with the Joint Powers Authority created herein
without the prior consent and approval of each city, notwithstanding any other
provision in this Agreement, and any city that is a party hereto may withdraw
from this agreement following completion and review by Federal State and local
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authorities of the Federal Master Planning Study upon giving the other parties
hereto thirty (30) days prior written notice of such withdrawal. In the event
that any city so withdraws, it shall not be responsible for any expenditures
other than those previously authorized by it.
Nothing contained in this section or elsewhere in this agreement
in any way obligates any PARTICIPATING. CITY, to be indebted or incur or spend
any sum of money without first having the majority vote of the legislative
body of said PARTICIPATING agency. Nothing contained herein is to be
construed as granting said consent in advance notwithstanding the fact that
federal funds may or may not be available without express financial
contributions or guarantees from those cities participating herein.
SECTION 8. Initial Financi
Subject to the approval conditions provided in Section 7 above,
each PARTICIPATING CITY shall advance public funds to the AUTHORITY in amounts
which will enable the AUTHORITY to prepare an estimate of the amount of money
needed to complete the Initial Procedure referred to in Section 7, such funds
to be advanced by each PARTICIPATING CITY in the proportion to the respective
assessed valuations of taxable property. The estimate shall state the amount
required from each PARTICIPATING CITY and the amount of funds estimated to be
received from the Federal and State Governments. Each PARTICIPATING CITY
shall cooperate with the AUTHORITY in processing applications for Federal and
State funds.
If the estimate is approved by each PARTICIPATING CITY, each
PARTICIPATING CITY shall advance the anount of money required from the
PARTICIPATING CITIES in proportion to the respective assessed valuations of
taxable property.
Such initial sums advanced by the PARTICIPATING CITIES are to be
repaid from the proceeds of the permanent financing, if such repayment does
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not unduly burden the financing, or, otherwise, from surplus airport revenues.
Nothing contained in this section or elsewhere in this agreement
in any way obligates any PARTICIPATING CITY, to be indebted or incur or spend
any sum of money without first having the majority vote of the legislative
body of said PARTICIPATING agency. Nothing contained herein is to be
construed as granting said consent in advance notwithstanding the fact that
federal funds may or may not be available without express financial
contributions or guarantees from those cities participating herein.
SECTION 9. Acquisition and Construction
The AUTHORITY shall take the necessary proceedings to finance the
acquisition and construction of the Airport following approval by the Site
Selection and Master Planning Study if an approved site is selected. It shall
submit to each PARTICIPATING CITY a Plan of Development. The Plan of
Development shall show the land to be acquired, the facilities to be
constructed, the financing arrangements necessary to accomplish the
development and any other details material to the proposal. The AUTHORITY
shall proceed with the plan of Development when it has been approved by the
PARTICIPATING CITIES. Any Plan of Development shall require the AUTHORITY to
maintain and operate the Airport itself or through its agent or agents or
contractor or contractors.
SECTION 10. Term, Amendments, Termination
This Agreement shall be effective when signed by each
PARTICIPATING CITY, may be amended by mutual consent, and shall continue until
terminated by mutual consent; provided, however, this Agreement cannot be
terminated until (1) all financing obligations issued pursuant hereto, and the
interest thereon, shall have been paid in full or adequate provision for such
payment shall have been made, and (2) if such termination would adversely
affect the maintenance and operation of the Airport.
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If this Agreement is terminated as provided above, any property
acquired as a result of the joint exercise of powers shall be divided or
distributed in accordance with the mutual agreement of the PARTICIPATING
CITIES. After completion of the purpose of this Agreement, to wit, upon
termination thereof, any surplus money on hand shall be returned to the
PARTICIPATING CITIES in proportion to the contributions made in accordance
with the mutual agreement of the PARTICIPATING CITIES.
SECTION 11. Operating Memoranda
It is recognized that establishment, purchase, financing,
maintenance and operation of the Airport will require a close degree of
cooperation. It is to preserve flexibility that certain items have been
covered in this Agreement in general terms only with the understanding that
details were to be set forth in "operating memoranda." Each operating
memoranda shall be approved by the AUTHORITY and each PARTICIPATING CITY and
shall be attached hereto as an addendum and become a part hereof and may be
changed and amended from time to time as necessary with further approvals.
SECTION 12. Notices
Notices hereunder shall be sufficient if delivered to each
PARTICIPATING CITY addressed to the City Clerk at the City Hall of such CITY
in such CITY, and if delivered to the AUTHORITY addressed to the Secretary of
the AUTHORITY.
SECTION 13. Severabili
If any section, sub - section, sentence, clause or phrase of this
Agreement, or the application thereof, to the AUTHORITY or to the
PARTICIPATING CITIES or to any other person or circumstance, is for any reason
held invalid, it shall be deemed severable and the validity of the remainder
of the Agreement, or the application of such provision to the other public
agencies or to any other person or circumstance, shall not be affected
-13-
thereby. Each party hereto hereby declares that it would have entered into
this Agreement, and each section, sub - section, sentence, clause and phrase
thereof, irrespective of the fact that one or more sections, sub - sections,
clauses or phrases, or the application thereof to the AUTHORITY or to the
PARTICIPATING CITIES, or to any other person or circumstances, might be held
invalid.
IN WITNESS WHEREOF, the parties have caused this Joint Powers
as revised on July 27, 1983, */„Iq
Agreement of 1974 /between the PARTICIPATING CITIES creating the INTER - COUNTY
AIRPORT AUTHORITY to be signed by their respective officials heretofore duly
authorized by the legislative bodies thereof.
CITY OF STANTON
°'�_y
ATTEST:1�%
" y Clerk
Date of signing:
CITY O /GARDEN
m Mor
City erk
Date cf signing: ���>p•3
APPROVEu-Rs m-ru- imm —
:RIC LAUTERE?n Citu ARtornw
CI ; 4F��
By
G Mayor
ATTEST: ' °6'` 6,
City C erk
Date of Signingg ) 5I8 3
CITY OF ANAKE
1
_ Mf By
Mayor
ATTEST: OD�
qty Clerk
Date of signing:
September 13, 1983
�Ofc rl�' G ✓�iL ��I / ` �.
City Manager
-14- - S�
EDWARYT
City Attor ey
Mot-
! •
Following consent of the Participating Cities, STANTON, GARDEN GROVE, SANTA
ANA and ANAHEIM, the CITY OF NEWPORT BEACH hereby executes the JOINT POWERS
AGREEMENT OF 1974 BETWEEN PARTICIPATING CITIES CREATING THE INTER - COUNTY
AIRPORT AUTHORITY as follows:
CITY OF NEWPORT BEACH
By
May
i
Date of signing:
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CITY OF NEWPORT BEACH
October 18, 1985
OFFICE OF THE CITY CLERK
P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915
(714) 644 -3005
Robert W. Luxembourger, Chairman
Inter - County Airport Authority
600 Lloyds Bank Building
106 West Fourth Street
Santa Ana, CA 92701
Dear Mr. Luxembourger:
Enclosed is a signed signature page for your files, regarding
Joint Powers Agreement to allow the City of Newport Beach to
participate in the Inter- County Airport Authority.
If you have any question, please contact Ken Delino, Executive
Assistant at 644 -3002.
Sincerely,
�io 4� Wa E. Ragg
City Clerk
WER:pm
3300 Newport Boulevard, Newport Beach