Loading...
HomeMy WebLinkAboutC-2542 - Orange County Cities Airport Authority, Joint Powers Agreement (CITIES)I' OF �U 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 ()1; 1 a a 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. W� c : ;Il4fw. 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 -4- 0 0 (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 -5- (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 U 0 0 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: -7- (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; me 0 (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 -10- 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 -12- 0 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 -13- 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 • w 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 -3- • • 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. -4- S' 0 0 (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- -5- r 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 -2 ...................... .......................................................................................... ............................... . . �f • 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 -3- e ( 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; -5- 0 0 0 0 .. 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. /6 0 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 -1- /3' 0 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 [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 - 2 - i9 0 • • 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. - 3 - -1?O 0 0 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 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 - 4 - aj 0 0 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 - 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 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. 0 0 (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 - 7 - -�q 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; - 8 - as • 0 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 6 E a u z 0 H E a N H 2 Q C7 x O W H F � H U a W 0 O a E z H O h 8 z O a F H Z vvx� E fz U) w <n W zu °z �WF Flaw Z H W 5 Q a >azw 0 KC Oa 0 0z zxzF w0az QUI OH IY Z 405, 0 A4 >u O U x O u a 9 y w M a E w H zaa" Da0>4 0 0 E m U Ex H E Q Q a0aQ C7 O H W U > a 0 a a 0 m z O H F W 0 O F a O a z H OCC W U z a Q z W E z H i Q z a z° O E E z .0 v 05 Ha F F E H vl W z U)zw 0 H 04 U Q U'x a a W U E ti 4 a H 0 a Q a z W v� a O 7 E 27 U a E a z w O E U U) W �£Q H F x x N O �d H r- 0 .14 4J ro V S4 O N { w m r%1 musaaU) a) •En F C U C fu u o E w N F G1 04 1� u P O a rover+ O W •,4 FC al 1 s4 04 >>4 arocalro ma0Q.a U ON al � . •Hi E •14 C H i, C C U ro r+ro a .-i b+ N a, E P4 c c H •rl rl a a a) In v .� c •.+ D w U 0 E C G w O 10 m.+ a c rn c > O ro C C U awr..ww a0 �^ x v,�w,4s, E >+ W � O F z a W.10 4 2 HEH H a(°m� °xU woo w 4W0 < F"I H H y(Y F z -I H w F 7-I H z0DH 0C9UE I wa O E O4 w w a a4 w 1 h C O U)i Wz w F z H 0 m z O H F W 0 O F a O a z H OCC W U z a Q z W E z H i Q z a z° O E E z .0 v 05 Ha F F E H vl W z U)zw 0 H 04 U Q U'x a a W U E ti 4 a H 0 a Q a z W v� a O 7 E 27 U a E a z w O E U U) W �£Q H F x x N O �d H r- 0 .14 4J ro V S4 O N { w m r%1 musaaU) a) •En F C U C fu u o E w N F G1 04 1� u P O a rover+ O W •,4 FC al 1 s4 04 >>4 arocalro ma0Q.a U ON al � . •Hi E •14 C H i, C C U ro r+ro a .-i b+ N a, E P4 c c H •rl rl a a a) In v .� c •.+ D w U 0 E C G w O 10 m.+ a c rn c > O ro C C U awr..ww 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 -3- • • 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 -4- 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; -5- (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. 0 • (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; -7- 0 0 (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 -8- 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 -9- 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 -10- 0 0 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 -11- • 0 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. -12- 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: -15- 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