HomeMy WebLinkAboutC-2986 - Orange County Regional Airport Authority (OCRAA)August 6, 2003
Board of Directors
CITY OF ANAHEIM, CALIFORNIA
Office of the City Manager
'03 AUG 11 0jj G :19
Orange County Regional Airport Authority
11222 Acacia Parkway
Garden Grove, CA 92840
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By Certified VS lylaiT + CIl
Return Receipt Requested
Re: Withdrawal from Orange County Regional Airport Authority
Greetings:
Notice is hereby given by the City of Anaheim ( "Anaheim ") of its intention of
withdrawal from the Orange County Regional Airport Authority (the "Authority"). This
notice is given pursuant to Section 7.1 of the Amended and Restated Orange County
Regional Airport Authority Joint Exercise of Powers Agreement (the "Agreement ").
Said withdrawal by Anaheim shall be effective, without further notice, on the date of the
first regular meeting of the Board of the Authority occurring not less than one hundred
and twenty (120) days following the date this notice is deemed given as provided in
Section 8.1 of the Agreement.
Respectfully submitted,
CITY OF ANAHEIM
by
David M. Mor&
City Manager
Copies by certified mail to:
Jack Wagner, Executive Director
All Members of the Authority
All Ex- Officio Members of the Authority
200 S. Anaheim Blvd., Anaheim, California 92805
(714) 765 -5162 • FAX (714) 765 -5164 • www.anaheim.net
Date 9 Ll 103
Copies Sent To:
Mayor
,--8"C uncil Member
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❑ Attorney
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AMENDED AND RESTATED
ORANGE COUNTY REGIONAL
AIRPORT AUTHORITY
JOINT EXERCISE OF POWERS
AGREEMENT
This Amended and Restated Joint Exercise of Powers Agreement (Agreement)
between the Members of the Orange County Regional Airport Authority (Authority) is
made and entered into on the 1 st of January, 1999.
RECITALS
WHEREAS, the Department of Defense has determined to close El Toro
effective on or about July 1, 1999.
WHEREAS, El Toro consists of 4,700 acres, has been improved with two (2)
10,000 foot runways and two 8,000 foot runways, and is surrounded by an 18,000 acre
"no home zone" which protects existing and proposed residential properties from
aircraft noise.
WHEREAS, the County of Orange (County) has been designated the Local
Reuse Authority (LRA) by the Office of Economic Adjustment (OEA), and the LRA has
adopted a CRP for El Toro which calls for conversion of the base to a commercial
airport.
WHEREAS, the air passenger and air cargo needs of the County can be
satisfied by implementation of the CRP which includes the operation of El Toro and
JWA as a dual airport system.
WHEREAS, the County's economy is based on trade, tourism and technology
and these industries cannot prosper without modern air passenger and air cargo
service convenient to Orange County residents and business owners.
WHEREAS, Orange County residents have twice voted in favor of a commercial
aviation reuse of El Toro in recognition of the growing importance of air transportation
to the Orange County economy and their desire for a civilian reuse which will benefit all
residents at no taxpayer expense.
WHEREAS, the current and future air passenger and air cargo needs of Orange
County far exceeds the present or potential capacity of JWA and no feasible alternative
airport site has been identified by any of the numerous studies conducted to date.
WHEREAS, the failure to implement the El Toro CRP may force Orange County
to consider seriously the expansion of JWA or the conversion of the Los Alamitos /Seal
Beach facility to a commercial airport.
WHEREAS, any significant expansion of JWA or closure and commercial reuse
of the Los Alamitos /Seal Beach facility would have a far greater adverse impact on
residents than would a commercial aviation reuse of El Toro because in each case
homes are located within one -half mile of the runways.
WHEREAS, a commercial aviation reuse of El Toro will reduce, by more than
sixty percent (60 %), the area which is impacted by aircraft noise.
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WHEREAS, the Authority supports a two- airport system with JWA and El Toro
working together to serve the County's air transportation needs with each airport
operated in a manner that preserves the quality of life in nearby communities.
WHEREAS, the Parties hereto have heretofore entered into that certain Orange
County Regional Airport Authority Joint Exercise of Powers Agreement (the "Original
Agreement "); and
WHEREAS, the Parties hereto desire to entirely amend, restate and supersede
the Original Agreement by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties hereto entirely amend, restate and supersede the original
Agreement as follows:
I.
DEFINITIONS AND INTERPRETATION
1.1 Definitions
For the purposes of this Agreement, the following words shall mean as follows:
A. "Agreement" shall mean this Joint Exercise of Powers Agreement.
B. "Authority" shall mean the Orange County Regional Airport Authority.
C. "Board" shall mean the governing body of the Authority.
D. "Board Member" shall mean any person serving as the representative of
a Member or Ex- Officio Member on the Board.
E. "CAC" shall mean Citizens Advisory Council.
F. "CRP" shall mean the Community Reuse Plan for the reuse of El Toro
subsequent to its closure as a military installation, as approved by the
LRA.
G. "El Toro" shall mean the El Toro Marine Corps Air Station.
H. "ETRPA" shall mean El Toro Reuse Planning Authority.
I. "Ex- Officio Member" shall mean a person or entity invited to participate
by the Board pursuant to Section 5.2 of this Agreement.
J. "Fiscal Year" means July 1 st up to and including the following June 30th.
K. "JWA" shall mean the John Wayne Airport facility.
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L. "Los Alamitos /Seal Beach facility" shall mean the Los Alamitos Naval
Air Station and the Seal Beach Army Reserve Center.
M. "LRA" shall mean the Local Redevelopment Authority.
N. "Master Plan" shall mean an airport master plan for El Toro adopted by
the LRA.
O. "Member" shall mean those cities which have adopted resolutions or
otherwise taken action joining the Authority and which have not withdrawn
from the Authority.
CREATION OF THE AUTHORITY
2.1 Separate Entity
The Authority is a public entity separate from its Members formed pursuant to the
provisions of this Agreement, and Chapter 5, of Division 7 of Title 1 of the
Government Code, beginning with Section 6500.
2.2 Filing Amendments
Within thirty (30) days after the effective date of any amendment to this
Agreement, the Authority shall cause the amendment to be prepared and filed
with the office of the California Secretary of State in conformance with
Government Code Section 6503.5.
2.3 Roster
Within ten (10) days after the effective date of this Agreement or any
amendment, the Authority shall file any statement of information or document
required to be filed pursuant to the provisions of Government Code Section
53051 or other statute.
GOALS AND OBJECTIVES
3.1 Goals and Objectives
The primary objective and goal of the Authority is to actively participate in the El
Toro reuse planning process to represent and protect the interests of the
Members and their constituents. The Authority supports a commercial aviation
reuse of El Toro provided JWA continues to function as a commercial airport and
both facilities are operated in a manner sensitive to the interests of nearby
residents. The Authority will also evaluate, and take appropriate action with
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respect to, any proposal to significantly expand JWA given the potential noise
impact on residents of Members. Finally, the Authority will take appropriate
action to ensure the continued military use of the Los Alamitos /Seal Beach
facility and will actively participate in any study or investigation of the closure or
commercial reuse of those facilities. To achieve these objectives the Authority
shall:
A. Disseminate accurate information about the proposed commercial aviation
reuse of El Toro including the need for and benefits of a second
commercial airport, the consequences of a decision not to approve a
commercial aviation reuse, the manner in which the airport is proposed to
operate and the impacts of a commercial aviation reuse.
B. Adopt a statement of position on the El Toro reuse planning process and
the proposed Master Plan that is consistent with the Authority's support of
a two airport system and intent that the Master Plan fully protects the
quality of life for those who live near El Toro.
C. Participate in the El Toro reuse planning process and make
recommendations to the CAC and the LRA relative to the proposed
Master Plan, the proposed dual airport system, the non - aviation uses
proposed in the CRP, the ETRPA non - aviation plan proposal and the
appropriate interim civilian uses of El Toro.
D. Receive and evaluate information regarding any proposed alternative to a
commercial aviation reuse of El Toro and make recommendations to
appropriate officials relative to the feasibility of the proposal.
E. Take appropriate action to ensure continued military use of Los
Alamitos /Seal Beach facility and actively participate in and comment on
any study which involves, directly or indirectly, any proposed closure of, or
commercial air transportation activity at, Los Alamitos /Seal Beach.
F. Take appropriate action to ensure continued commercial air passenger
operations at JWA and actively participate in, and comment on, any
proposal to significantly increase operations or expand facilities.
G. Meet with local, state and federal officials to discuss the following
a) The El Toro CRP, the Master Plan, any non aviation uses
proposed by the LRA and any non - aviation proposal submitted by
ETRPA or other agency.
b) The continued military use of Los Alamitos /Seal Beach facility,
any proposal to close or change the use of those facilities and
any proposal or study involving commercial air operations at Los
Alamitos /Seal Beach facility.
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C) Any proposal or study involving a significant expansion of JWA,
any significant change in the number or time of aircraft
operations, or any change in the substance or status of the JWA
Settlement Agreement.
3.2 Participation
The Authority may participate in any coalition or organization which is
formed to advance one or more of the goals and objectives of the
Authority.
3.3 Experts
The Authority may retain experts in various disciplines to inform and
advise Members of information or issues relevant to the tasks outlined
in this Article III or to otherwise assist the Members in achieving the
goals and objectives of the Authority.
IV.
POWERS
4.1 General Powers
The Authority shall have the power in its own name to exercise any and all
common powers of its Members reasonably related to the purposes of the
Authority, including but not limited to the powers to:
A. Monitor the El Toro reuse planning process and provide input to the
LRA, CAC in the development of the Master Plan, the interim civilian
use of El Toro and other relevant issues;
B. Seek funding from any available source, including appropriate grants or
loans under any available federal, state, local and private programs for
assistance in achieving the goals and objectives of the Authority;
C. Contract for the services of experts in various disciplines such as
airport planners, acoustic engineers, economists, traffic engineers, real
estate consultants, appraisers, environmental consultants, and public
relations experts.
D. Make and enter into any other contracts;
E. Receive gifts, contributions and donations of property, funds, services
and other forms of financial or other assistance from any persons,
firms, corporations and governmental entities;
F. Sue and be sued in its own name;
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G. Appear before any federal, state or local legislative or administrative
body to testify or present evidence relevant to the El Toro reuse
planning process, interim civilian use of El Toro, the status of Los
Alamitos /Seal Beach, or any proposed expansion of JWA;
H. Adopt rules, regulations, policies, by -laws and procedures governing
the operation of the Authority;
Take appropriate action to achieve the goals and objectives specified in
Article III;
J. Exercise all other powers not specifically mentioned but common to
Members, and authorized by Government Code Section 6508.
4.2 Manner of Exercise
For purposes of Government Code Section 6509, the manner of exercising the
power of this Authority shall be restricted to the manner of exercising the powers
of its designated Member, the City of Anaheim.
4.3 Manner of Action
Unless otherwise provided in this Agreement, any action of a Member required
or authorized in this Agreement shall be by Resolution or Minute Order of the
governing body of such Member.
4.4 Specific Duties
Each Member shall, with the assistance of the Executive Director, endeavor to
do the following:
A. Disseminate accurate information to constituents regarding or relevant to
any of the goals and objectives of the Authority through means normally
used by the Member to correspond or communicate with constituents.
B. Attend meetings of, and appear before, federal, state or local entities,
boards, or commissions, and testify on matters relevant to any of the
goals and objectives of the Authority.
C. Participate in discussions with federal, state or local officials to
communicate the position of the Authority and its Members with respect
to any of the goals and objectives of the Authority or any position
statement adopted by the Authority.
4.5 Specific Restrictions
In no event shall the Authority or any of its officers, directors or employees, while
acting in the course and scope of their duties for, or on behalf of, the Authority,
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make or authorize any expenditure of public funds to advocate the passage or
defeat of a ballot measure. The intent of this Section is to ensure the
expenditures and activities of the Authority are consistent with, and authorized
by, the holding in Stanson v. Mott (1976) 17 Cal.3d 206.
V.
ORGANIZATION
5A Members
The Members of the Authority shall be any City in the County of Orange which
has received an invitation to join the Authority and subsequently executes this
Agreement pursuant to authority granted in a resolution or action taken by the
legislative body of the City.
5.2 Ex -Officio Members
The Board, upon the approval of the two thirds (2/3) of the Members, may
appoint Ex- Officio Members as representatives of a spectrum of other public and
private entities supportive of the goals and objectives of the Authority including,
but not limited to, the following:
A. Any other federal department or agency with jurisdiction over the closure
and re -use of military facilities or installations.
B. Southern California Association of Governments and its Aviation and
Airport Committee.
C. California Military Base Reuse Task Force, Office of Planning and
Research or other State agency, department or committee authorized by
Government Code Section 65040.1, 65070, 65088 or otherwise to assist
in the re -use of closed military facilities in California.
D. Orange County Transportation Authority and other Transportation
Agencies.
E. Regional Planning Organizations.
F. California Community Colleges and Universities and other education
institutions.
G. School Districts.
H. Aircraft Owners and Pilots Association and other aviation - related
organizations.
Building Industry Association or similar organizations or trade groups
representing segments of the Orange County economy.
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J. Major Landowners.
K. Orange County Taxpayers Association
L. Other organizations which support, in whole or in part, the goals and
objectives of the Authority
5.3 Board
A. Composition.
1. The Board shall consist of the following:
(i) One representative of each Member; and
(ii) One representative of each Ex- Officio Member.
2. All representatives of Members on the Board shall be current
members of the governing body of such Member, appointed by
official action of the governing body.
3. Each Member shall appoint an alternate that may or may not be a
member of the governing body of such Member.
4. An Ex- Officio Member may designate its representative and
alternate representatives in any manner, subject to approval by the
Board after receipt of written notice of designation.
B. Compensation and Expense Reimbursement.
1. All representatives of Members and Ex- Officio Members on the
Board shall serve without compensation, but shall be reimbursed
for reasonable and necessary expenses actually incurred by such
representatives in the conduct of the business of the Authority,
contingent on the available budgeted funds.
C. Voting /Required Vote.
1. General
(i) All actions of the Board shall be by vote of the
representatives of a majority of the Members present and
voting, except as otherwise provided in this Agreement.
2. Amendment
(i) General:
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Any amendment to this Agreement shall require the
approval of not less than three - fourths (3/4) of all Members,
except as otherwise provided herein.
(ii) Conformance to Changed Law:
Any amendment to this Agreement necessary to conform to
changed requirements of State or Federal law shall require
the approval of a majority of all Members.
(iii) Annual distribution to Members and Operating Funds:
Any amendment to this Agreement that would alter
provisions relating to the contribution or payment of
operating expenses, the financial obligations of Members, or
distribution of funds on termination shall require the approval
of all Members.
(iv) Expulsion:
A Member may be expelled from the Authority upon
approval of not less than three - fourths (3/4) of the Members.
(v) Annual Budget:
Adoption of an Annual Budget, if required by this
Agreement, shall require the approval of all of the Members.
3. Proxy and Absentee Votes
Representatives of Members may not cast proxy or absentee
votes.
4. Abstentions
Representatives of Members shall vote on all matters presented to
the Board for action unless an abstention is approved by
unanimous vote of all other representatives of Members then
present and voting, or is approved by an opinion of legal counsel
that a Member or its representative has a prohibited conflict of
interest, incompatibility of office or other legal basis for voting
disqualification.
D. Political Reform Act.
The representatives of Members and Ex- Officio Members on the Board,
shall be considered "public officials" within the meaning of the Political
Reform Act of 1974, as amended, and Fair Political Practices Commission
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( "FPPC") regulations, subject to a contrary opinion or written advice of the
FPPC.
E. Levine Act.
The representatives of Members and Ex- Officio Members on the Board,
are 'officials" within the meaning of Government Code Section 84308 et
seq., commonly known as the "Levine Act," and subject to the restrictions
of such act on the acceptance, solicitation or direction of contributions.
F. Principal Office.
The principal office of the Authority shall be established within the County
by the Board and may be changed from time to time in the same manner
as originally established.
G. Meetings.
1. Time and Place
The Board shall meet at the principal office of the Authority, or at
such other place designated by the Board if notice is provided in
accordance with the Ralph M. Brown Act, contained in Government
Code Section 54950 et. seq.. The time and place of regular
meetings of the Board shall be designated by Resolution adopted
by the Board, a copy of which shall be furnished to each Member.
2. Call and Conduct:
All regular, adjourned and special meetings of the Board shall be
called and conducted in accordance with the provisions of the
Ralph M. Brown Act, and all other applicable legislation regulating
the conduct of meetings of the legislative body of a local public
agency.
H. Quorum:
Representatives of a majority of the Members shall constitute the quorum
of the Board required to conduct the business of the Authority.
Rules:
The Board may adopt rules and regulations for the conduct of the Board
and the affairs of the Authority consistent with this Agreement and all
other applicable laws.
J. Minutes:
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The Secretary of the Authority shall cause minutes of all regular,
adjourned regular and special meetings of the Board to be drafted and
mailed to each Member and Ex- Officio Member five days prior to the next
regularly scheduled meeting. Upon approval by the Board at a regularly
called meeting thereafter, the minutes shall become a part of the official
public records of the Authority.
5.4 Officers
A. Chair and Vice - Chair:
The Board shall select a Chair and Vice -Chair from the representatives of
Members.
B. Secretary:
The Board shall appoint a Secretary from the representatives of Members,
agents, officers, or employees of a Member.
C. Treasurer and Auditor:
The Board shall appoint an agent, officer or employee of the Authority or
an officer or employee of a Member to hold the offices of Treasurer and
Auditor for the Authority. These offices may be held by separate agents,
officers or employees or may be combined and held by one such agent,
officer or employee, as provided by the Board. The person(s) designated
by the Board shall possess the powers and duties of Treasurer and
Auditor, and shall perform all appropriate functions for the Authority,
including those required or authorized by Government Code Sections
6505, 6505.5, and 6505.6.
D. Executive Director:
The Board shall appoint an Executive Director. The appointment shall
require the approval of a majority of the Members. The Executive Director
may be an agent, officer or employee of a Member, and shall have full
authority and responsibility to implement the purposes, goals and
objectives of the Authority, subject only to the general authority of the
Board.
E. Terms:
The Chair, Vice - Chair, Secretary, Treasurer and Auditor shall hold all
offices for a period of one fiscal year, concurrent with the Authority's fiscal
year, and thereafter until their successor is selected and qualified. The
appointment of such persons by the Board shall be evidence that the
position of an agent, officer, or employee of the Authority is compatible
with those of an agent, officer, or employee of any Member.
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F. Additional Officers:
The Board may appoint any additional officers, such as general counsel,
as deemed necessary or desirable. Such additional officers also may be
officers or employees of a Member, Ex- Officio Member or the Authority.
Any officer appointed shall serve at the pleasure of the Board.
5.5 Bonding Reauirements
The officers or persons designated to have charge of, handle, or have access to
any funds or property of the Authority shall be designated and empowered by the
Board. The Board may require the officer(s) to file a bond with the Authority in
an amount established by the Board.
5.6 Status of Officers and Employees
All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all pension, relief, disability, workers' compensation, and
other benefits which apply to the activity of agents, officers or employees of the
Authority when performing their respective functions within the territorial limits of
a Member shall apply to them to the same degree and extent while engaged in
the performance of any of their functions and duties under the provisions of this
Agreement and Chapter 5 of Title 1 of Division 7 of the Government Code,
commencing with Section 6500.
VI
FISCAL MATTERS
6.1 Annual Budget
The fiscal year for the Authority shall be from July 1 through June 30. The Board
shall establish an account for funds contributed by public entities (Public Entity
Fund) and a separate account for funds contributed by private persons and
entities (Private Contributors Fund) The Board shall adopt a budget for Public
Entity Fund or the Private Contributors Fund before or during any fiscal year if
and when revenues during that fiscal year are projected to exceed five thousand
dollars ($5,000).
6.2 Accounts
All funds will be placed in object accounts and receipt, transfer, or disbursement
of such funds shall be accounted for in accordance with the generally accepted
accounting principles applicable to governmental entities, with strict
accountability of all funds. All revenues, expenditures and status of bank
accounts and investments shall be reported to the Board on a monthly basis,
pursuant to procedures established by the Board. Contributions from Members
or other public entities shall be maintained in a separate account and a report on
expenditures from that account, if any, shall be given to the Board each meeting.
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6.3 Expenditures
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All expenditures within the limitations of the approved annual budget shall be
made upon approval of the Executive Director in accordance with the rules,
policies and procedures adopted by the Board. No expenditures in excess of
those budgeted shall be made without the approval of an amended annual
budget by not less than two- thirds (2/3) of the Members.
6.4 Operating Funds
The Executive Director shall report to the Board, on or before May 15'" of each
fiscal year, on the funding commitments made to the Authority by Members and
other private or public agencies. Members shall notify the Executive Director,
prior to May 1st of each year, of the funds, if any, to be contributed to the
Authority during the upcoming fiscal year.
6.5 Member Contributions
In no event shall any Member be required to fund any Authority activity, or make
any funding commitment to the Authority, during the term of this Agreement.
Members may, but shall not be requested or required to, make contributions or
advances of funds to the Authority for the purposes and objectives specified in
this Agreement. Members may, but are not required, to provide the Authority
with personnel, equipment or property in lieu of or in addition to, any contribution
or funds. Members may retain experts or consultants to provide information or
reports to the Authority. Ex- Officio Members also may contribute funds or in -lieu
goods and services to the Authority for any operating or capital fund purposes.
6.6 Liabilities
The debts, liabilities and obligations of the Authority shall be the debts, liabilities
and obligations of the Authority alone, and not those of the Members or Ex-
Officio Members, unless expressly provided to the contrary in this Agreement.
However, a Member or Members may separately contract for, or assume
responsibility for specific debts, liabilities or obligations of the Authority, as
authorized by Government Code Section 6508.1. A Member shall defend and
indemnify the Authority and all other Members with respect to any claim, lawsuit
or cause of action that arises from or is in any way related to the debt, liability or
obligation assumed or contracted for by that Member in the performance of this
Agreement as specified above.
6.7 Indemnification
The liability of any Member(s) not directly responsible for any act or omission
resulting from a finding of liability for injuries to persons or property by a court of
competent jurisdiction shall be limited to one hundred dollars ($100.00) for each
claim. The Member(s) directly responsible for the act or omission shall defend,
indemnify and hold the Authority and all other Member(s) and their respective
agents, officers and employees, harmless from any and all liability arising out of
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the act or omission. In no event, however, shall the indemnification of an agent,
officer, employee or former employee of the Authority or Member(s) exceed that
provided in Government Code Section 825, et. seq..
VII
W IT H DRAWALITE RM I NATION
7.1. Withdrawal
Any Member may withdraw from the Authority at any time, for any reason, by
giving written notice to the Board of its intention to do so at least one hundred
and twenty (120) days prior to any regular meeting of the Board and said
withdrawal shall be deemed effective on the dates of each meeting of the Board.
A Member's withdrawal shall result in the forfeiture of all rights and claims of that
Member to any repayment of contributions or advances or other distribution of
funds or property after withdrawal, including distribution in the event of
termination of the Authority.
7.2. Termination of Authority
A. Causes
The Authority shall terminate, and its assets, if any, distributed in
accordance with the provisions of this Agreement, upon the majority vote
of the Members.
B. Distribution of Funds and Property
In the event of termination of the Authority, any remaining funds, property
or other assets of the Authority, following discharge of all debts, liabilities
and obligations of the Authority, shall be distributed to the Members in
proportion to that Member's contributions, if any, to the operating expense
of the Authority during the preceding fiscal year.
VIII
MISCELLANEOUS
8.1 Notice
Any notice required by this Agreement shall be deemed given seventy -two hours
after deposited in any United States Post Office, registered or certified, postage
prepaid, addressed to the Member(s) and Ex- Officio Member(s). Notice shall be
deemed given to any Member when personally delivered to the Board Member
or Alternate designated by that Member.
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8.2 Successors
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This Agreement shall be binding upon and inure to the benefit of any successor
of a Member or Ex- Officio Member, subject to the provisions of Section 6.5 of
this Agreement.
8.3 Assignment and Delegation
The Members and Ex- Officio Members shall not assign any rights or delegate
any duties under this Agreement without the unanimous written consent of all
other Members.
8.4 Code Section References
All various code section references are to the various codes of the State of
California, unless stated otherwise.
8.5 Counterparts
This Agreement may be executed in one (1) or more counterparts, all of which
together shall constitute a single agreement, and each of which shall be an
original for all purposes.
8.6 Execution
The legislative bodies of the Members each have authorized execution of this
Agreement, as evidenced by the respective signatures attested below.
APPROVED AS TO FORM:
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Robert H. Burnham
City Attorney
ATTEST:
By.��0. >L
LaVonne Harkless
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
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By:
Dennis D. O'Neil
Mayor
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Parch 8, 1999
• �genda Item No. b
• CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER r�
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MAR t
DATE: March 8, 1999
TO: Mayor O'Neil and Members of the City Council AVar9p RES qq "�5
FROM: Peggy Ducey, Deputy City Manager
SUBJECT: Approval of revised Joint Exercise of Powers Agreement for the
Orange County Regional Airport Authority
The governing Board of the Orange County Regional Airport Authority ( OCRAA)
recently approved a revised Joint Exercise of Powers Agreement. The previous
agreement, adopted in the early 1990s, established procedures that would
have permitted OCRAA to become the Local Redevelopment Authority (LRA) for
the reuse planning of El Toro MCAS. The passage of Measure A designated
the Orange County Board of Supervisors as the LRA and implemented a
planning process that is not applicable to the current Joint Powers Agreement.
A number of new cities are considering membership in OCRAA, and it is
important that the Agreement reflect the current goals, objectives, and
authorities OCRAA actually has.
The final Agreement eliminates the provisions for OCRAA to act as the LRA. It
also eliminates any funding requirements for member agencies, but does
provide for voluntary member contributions of funds, staff, services, and
equipment.
RECOMMENDATION
Approve the resolution directing the Mayor to execute the revised Joint Exercise
of Powers Agreement for the Orange County Regional Airport Authority.
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RESOLUTION No. 99- •
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH APPROVING THE AMENDED AND
RESTATED JOINT POWERS AGREEMENT FOR THE ORANGE
COUNTY REGIONAL AIRPORT AUTHORITY
WHEREAS, military operations at El Toro MCAS (El Toro) are scheduled to
cease sometime this year; and
WHEREAS, Measure A modified the County General Plan to provide for a
commercial aviation reuse of El Toro and established a comprehensive planning
process that includes participation by all segments of Orange County; and
WHEREAS, the County of Orange, acting as the Local Reuse Authority (LRA), is
now in the process of preparing the El Toro Airport Systems Master Plan and
related environmental documentation; and
WHEREAS, the decision on the reuse of El Toro will affect, and should benefit,
all of Orange County; and
WHEREAS, the Orange County Regional Airport Authority ( OCRAA) is a multi- •
city organization vitally interested in participating in the reuse planning process to
ensure that the ultimate reuse decision is beneficial to all of Orange County and
addresses our future air transportation needs.
WHEREAS, OCRAA also intends to participate in the reuse planning process to
ensure the ultimate decision does not impact member cities or residents of other
jurisdictions.
NOW, THEREFORE BE IT RESOLVED that the City Council of Newport Beach
approves the Amended and Restated Joint Exercise of Powers Agreement and
authorizes the Mayor of the City of Newport Beach to execute the Agreement.
CITY OF NEWPORT BEACH
[4
ATTEST:
By:
LaVonne M. Harkless
City Clerk
Dennis D. O'Neil
Mayor of Newport Beach
0
RESOLUTION No. 99- is
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH APPROVING THE AMENDED AND
RESTATED JOINT POWERS AGREEMENT FOR THE ORANGE
COUNTY REGIONAL AIRPORT AUTHORITY
WHEREAS, military operations at El Toro MCAS (El Toro) are scheduled to
cease sometime this year; and
WHEREAS, Measure A modified the County General Plan to provide for a
commercial aviation reuse of El Toro and established a comprehensive planning
process that includes participation by all segments of Orange County; and
WHEREAS, the County of Orange, acting as the Local Reuse Authority (LRA), is
now in the process of preparing the El Toro Airport Systems Master Plan and
related environmental documentation; and
WHEREAS, the decision on the reuse of El Toro will affect, and should benefit,
all of Orange County; and
WHEREAS, the Orange County Regional Airport Authority ( OCRAA) is a multi -
city organization vitally interested in participating in the reuse planning process to
ensure that the ultimate reuse decision is beneficial to all of Orange County and
addresses our future air transportation needs.
WHEREAS, OCRAA also intends to participate in the reuse planning process to
ensure the ultimate decision does not impact member cities or residents of other
jurisdictions.
NOW, THEREFORE BE IT RESOLVED that the City Council of Newport Beach
approves the Amended and Restated Joint Exercise of Powers Agreement and
authorizes the Mayor of the City of Newport Beach to execute the Agreement.
ATTES
1
By: 6, � G-)vnt
LaVonne M. Harkless
City Clerk
CITY OF NEW�PORRT BEACH
BY: Sow -^'
Dennis D. O'Neil
Mayor of Newport Beach
• •
STATE OF CALIFORNIA }
COUNTY OF ORANGE
CITY OF NEWPORT BEACH }
I, LAVONNE M. HARKLESS, City Clerk of the City of Newport Beach, California, do
hereby certify that the whole number of members of the City Council is seven; that the foregoing
resolution, being Resolution No. 99 -15, was duly and regularly introduced before and adopted by the
City Council of said City at a regular meeting of said Council, duly and regularly held on the 8th day
of March, 1999, and that the same was so passed and adopted by the following vote, to wit:
Ayes: Adams, Glover, Thomson, Debay, Ridgeway, Noyes, Mayor O'Neil
Noes: None
Absent: None
Abstain: None
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
official seal of said City this 9th day of March, 1999.
(Seal)
l •/l,4e -X1
City Clerk of the City of
Newport Beach, California
•
AMENDED AND RESTATED
ORANGE COUNTY REGIONAL
AIRPORT AUTHORITY
0 JOINT EXERCISE OF POWERS
AGREEMENT
0 0
This Amended and Restated Joint Exercise of Powers Agreement (Agreement)
between the Members of the Orange County Regional Airport Authority (Authority) is
made and entered into on of , 1999.
RECITALS
WHEREAS, the Department of Defense has determined to close El Toro
effective on or about July 1, 1999.
WHEREAS, El Toro consists of 4,700 acres, has been improved with two (2)
10,000 foot runways and two 8,000 foot runways, and is surrounded by an 18,000
acre "no home zone" which protects existing and proposed residential properties from
aircraft noise.
WHEREAS, the County of Orange (County) has been designated the Local
Reuse Authority (LRA) by the Office of Economic Adjustment (OEA), and the LRA has
adopted a CRP for El Toro which calls for conversion of the base to a commercial
airport.
WHEREAS, the air passenger and air cargo needs of the County can be
satisfied by implementation of the CRP which includes the operation of El Toro and
JWA as a dual airport system. 0
WHEREAS, the County's economy is based on trade, tourism and technology
and these industries cannot prosper without modern air passenger and air cargo
service convenient to Orange County residents and business owners.
WHEREAS, Orange County residents have twice voted in favor of a commercial
aviation reuse of El Toro in recognition of the growing importance of air transportation
to the Orange County economy and their desire for a civilian reuse which will benefit
all residents at no taxpayer expense.
WHEREAS, the current and future air passenger and air cargo needs of Orange
County far exceeds the present or potential capacity of JWA and no feasible alternative
airport site has been identified by any of the numerous studies conducted to date.
WHEREAS, the failure to implement the El Toro CRP may force Orange County
to consider seriously the expansion of JWA or the conversion of the Los Alamitos /Seal
Beach facility to a commercial airport.
WHEREAS, any significant expansion of JWA or closure and commercial reuse
of the Los Alamitos /Seal Beach facility would have a far greater adverse impact on
residents than would a commercial aviation reuse of El Toro because in each case
homes are located within one -half mile of the runways. 0
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WHEREAS, a commercial aviation reuse of El Toro will reduce, by more than
sixty percent (60 %), the area which is impacted by aircraft noise.
WHEREAS, the Authority supports a two- airport system with JWA and El Toro
working together to serve the County's air transportation needs with each airport
operated in a manner that preserves the quality of life in nearby communities.
WHEREAS, the Parties hereto have heretofore entered into that certain Orange
County Regional Airport Authority Joint Exercise of Powers Agreement (the "Original
Agreement "); and
WHEREAS, the Parties hereto desire to entirely amend, restate and supersede
the Original Agreement by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties hereto entirely amend, restate and supersede the
original Agreement as follows:
I.
DEFINITIONS AND INTERPRETA
1.1 Definitions
0 For the purposes of this Agreement, the following words shall mean as follows:
A "Agreement" shall mean this Joint Exercise of Powers Agreement.
B. "Authority" shall mean the Orange County Regional Airport Authority.
C. "Board" shall mean the governing body of the Authority.
D. "Board Member" shall mean any person serving as the representative
of a Member or Ex- Officio Member on the Board.
E. "CAC" shall mean Citizens Advisory Council.
F. "CRP" shall mean the Community Reuse Plan for the reuse of El Toro
subsequent to its closure as a military installation, as approved by the
LRA.
G. "El Toro" shall mean the El Toro Marine Corps Air Station.
H. "ETRPA" shall mean El Toro Reuse Planning Authority.
I. "Ex- Officio Member" shall mean a person or entity invited to participate
. by the Board pursuant to Section 5.2 of this Agreement.
J. "Fiscal Year" means July 1st up to and including the following June
30th.
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0
K. "JWA" shall mean the John Wayne Airport facility. 0
L. "Los Alamitos /Seal Beach facility" shall mean the Los Alamitos Naval
Air Station and the Seal Beach Army Reserve Center.
M. "LRA" shall mean the Local Redevelopment Authority.
N. "Master Plan" shall mean an airport master plan for El Toro adopted by
the LRA.
O. "Member" shall mean those cities which have adopted resolutions or
otherwise taken action joining the Authority and which have not
withdrawn from the Authority.
CREATION OF THE AUTHORITY
2.1 Separate Entity
The Authority is a public entity separate from its Members formed pursuant to
the provisions of this Agreement, and Chapter 5, of Division 7 of Title 1 of the
Government Code, beginning with Section 6500.
2.2 Filing Amendments •
Within thirty (30) days after the effective date of any amendment to this
Agreement, the Authority shall cause the amendment to be prepared and filed
with the office of the California Secretary of State in conformance with
Government Code Section 6503.5.
2.3 Roster
Within ten (10) days after the effective date of this Agreement or any
amendment, the Authority shall file any statement of information or document
required to be filed pursuant to the provisions of Government Code Section
53051 or other statute.
GOALS AND OBJECTIVES
3.1 Goals and Objectives
The primary objective and goal of the Authority is to actively participate in the El •
Toro reuse planning process to represent and protect the interests of the
Members and their constituents. The Authority supports a commercial aviation
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• reuse of El Toro provided JWA continues to function as a commercial airport
and both facilities are operated in a manner sensitive to the interests of nearby
residents. The Authority will also evaluate, and take appropriate action with
respect to, any proposal to significantly expand JWA given the potential noise
impact on residents of Members. Finally, the Authority will take appropriate
action to ensure the continued military use of the Los Alamitos /Seal Beach
facility and will actively participate in any study or investigation of the closure or
commercial reuse of those facilities. To achieve these objectives the Authority
shall:
A Disseminate accurate information about the proposed commercial
aviation reuse of El Toro including the need for and benefits of a second
commercial airport, the consequences of a decision not to approve a
commercial aviation reuse, the manner in which the airport is proposed
to operate and the impacts of a commercial aviation reuse.
B. Adopt a statement of position on the El Toro reuse planning process and
the proposed Master Plan that is consistent with the Authority's support
of a two airport system and intent that the Master Plan fully protects the
quality of life for those who live near El Toro.
C. Participate in the El Toro reuse planning process and make
recommendations to the CAC and the LRA relative to the proposed
Master Plan, the proposed dual airport system, the non - aviation uses
proposed in the CRP, the ETRPA non - aviation plan proposal and the
appropriate interim civilian uses of El Toro.
D. Receive and evaluate information regarding any proposed alternative to
a commercial aviation reuse of El Toro and make recommendations to
appropriate officials relative to the feasibility of the proposal.
E. Take appropriate action to ensure continued military use of Los
Alamitos /Seal Beach facility and actively participate in and comment on
any study which involves, directly or indirectly, any proposed closure of,
or commercial air transportation activity at, Los Alamitos /Seal Beach.
F. Take appropriate action to ensure continued commercial air passenger
operations at JWA and actively participate in, and comment on, any
proposal to significantly increase operations or expand facilities.
G. Meet with local, state and federal officials to discuss the following
a) The El Toro CRP, the Master Plan, any non aviation uses
proposed by the LRA and any non - aviation proposal submitted
by ETRPA or other agency.
• b) The continued military use of Los Alamitos /Seal Beach facility,
any proposal to close or change the use of those facilities and
CI
4.1
any proposal or study involving commercial air operations at Los
Alamitos /Seal Beach facility. Is
C) Any proposal or study involving a significant expansion of JWA,
any significant change in the number or time of aircraft
operations, or any change in the substance or status of the JWA
Settlement Agreement.
3.2 Participation
The Authority may participate in any coalition or organization which is
formed to advance one or more of the goals and objectives of the
Authority.
3.3 Experts
The Authority may retain experts in various disciplines to inform and
advise Members of information or issues relevant to the tasks outlined in
this Article III or to otherwise assist the Members in achieving the goals
and objectives of the Authority.
IV.
POWERS
General Powers •
The Authority shall have the power in its own name to exercise any and all
common powers of its Members reasonably related to the purposes of the
Authority, including but not limited to the powers to:
A Monitor the El Toro reuse planning process and provide input to the
LRA, CAC in the development of the Master Plan, the interim civilian
use of El Toro and other relevant issues;
B. Seek funding from any available source, including appropriate grants
or loans under any available federal, state, local and private programs
for assistance in achieving the goals and objectives of the Authority;
C. Contract for the services of experts in various disciplines such as
airport planners, acoustic engineers, economists, traffic engineers,
real estate consultants, appraisers, environmental consultants, and
public relations experts.
D. Make and enter into any other contracts;
E. Receive gifts, contributions and donations of property, funds, services •
and other forms of financial or other assistance from any persons,
firms, corporations and governmental entities;
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• •
F. Sue and be sued in its own name;
G. Appear before any federal, state or local legislative or administrative
body to testify or present evidence relevant to the El Toro reuse
planning process, interim civilian use of El Toro, the status of Los
Alamitos /Seal Beach, or any proposed expansion of JWA;
H. Adopt rules, regulations, policies, by -laws and procedures governing
the operation of the Authority;
I. Take appropriate action to achieve the goals and objectives specified
in Article III;
J. Exercise all other powers not specifically mentioned but common to
Members, and authorized by Government Code Section 6508.
4.2 Manner of Exercise
For purposes of Government Code Section 6509, the manner of exercising the
power of this Authority shall be restricted to the manner of exercising the
powers of its designated Member, the City of Anaheim.
. 4.3 Manner of Action
Unless otherwise provided in this Agreement, any action of a Member required
or authorized in this Agreement shall be by Resolution or Minute Order of the
governing body of such Member.
4.4 Specific Duties
Each Member shall, with the assistance of the Executive Director, endeavor to
do the following:
A Disseminate accurate information to constituents regarding or relevant
to any of the goals and objectives of the Authority through means
normally used by the Member to correspond or communicate with
constituents.
B. Attend meetings of, and appear before, federal, state or local entities,
boards, or commissions, and testify on matters relevant to any of the
goals and objectives of the Authority.
C. Participate in discussions with federal, state or local officials to
communicate the position of the Authority and its Members with respect
to any of the goals and objectives of the Authority or any position
statement adopted by the Authority.
LI
4.5
5.1
5.2
Specific Restrictions
i
In no event shall the Authority or any of its officers, directors or employees,
while acting in the course and scope of their duties for, or on behalf of, the
Authority, make or authorize any expenditure of public funds to advocate the
passage or defeat of a ballot measure. The intent of this Section is to ensure
the expenditures and activities of the Authority are consistent with, and
authorized by, the holding in Stanson v. Mott (1976) 17 Cal.3d 206.
V.
ORGANIZATION
Members
The Members of the Authority shall be any City in the County of Orange which
has received an invitation to join the Authority and subsequently executes this
Agreement pursuant to authority granted in a resolution or action taken by the
legislative body of the City.
Ex- Officio Members
The Board, upon the approval of the two thirds (2/3) of the Members, may
appoint Ex- Officio Members as representatives of a spectrum of other public
and private entities supportive of the goals and objectives of the Authority
including, but not limited to, the following:
A. Any other federal department or agency with jurisdiction over the closure
and re -use of military facilities or installations.
B. Southern California Association of Governments and its Aviation and
Airport Committee,
C. California Military Base Reuse Task Force, Office of Planning and
Research or other State agency, department or committee authorized by
Government Code Section 65040.1, 65070, 65088 or otherwise to assist
in the re -use of closed military facilities in California.
D. Orange County Transportation Authority and other Transportation
Agencies.
E. Regional Planning Organizations.
F. California Community Colleges and Universities and other education
institutions.
G. School Districts.
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H. Aircraft Owners and Pilots Association and other aviation - related
organizations.
I, Building Industry Association or similar organizations or trade groups
representing segments of the Orange County economy.
J. Major Landowners.
K. Orange County Taxpayers Association
L. Other organizations which support, in whole or in part, the goals and
objectives of the Authority
5.3 Board
A Composition.
1. The Board shall consist of the following:
(i) One representative of each Member; and
(ii) One representative of each Ex- Officio Member.
2. All representatives of Members on the Board shall be current
members of the governing body of such Member, appointed by
official action of the governing body.
3. Each Member shall appoint an alternate that may or may not be a
member of the governing body of such Member.
4. An Ex- Officio Member may designate its representative and
alternate representatives in any manner, subject to approval by
the Board after receipt of written notice of designation.
B. Compensation and Expense Reimbursement.
1. All representatives of Members and Ex- Officio Members on the
Board shall serve without compensation, but shall be reimbursed
for reasonable and necessary expenses actually incurred by such
representatives in the conduct of the business of the Authority,
contingent on the available budgeted funds.
C. Voting /Required Vote.
1. General
• (i) All actions of the Board shall be by vote of the
representatives of a majority of the Members present and
voting, except as otherwise provided in this Agreement.
2.
c
4.
• •
Amendment •
(i) General:
Any amendment to this Agreement shall require the
approval of not less than three - fourths (3/4) of all Members,
except as otherwise provided herein.
(ii) Conformance to Changed Law:
Any amendment to this Agreement necessary to conform to
changed requirements of State or Federal law shall require
the approval of a majority of all Members.
(iii) Annual distribution to Members and Operating Funds:
Any amendment to this Agreement that would alter
provisions relating to the contribution or payment of
operating expenses, the financial obligations of Members,
or distribution of funds on termination shall require the
approval of all Members.
(iv) Expulsion:
A Member may be expelled from the Authority upon
approval of not less than three - fourths (3/4) of the
Members.
(v) Annual Budget:
Adoption of an Annual Budget, if required by this
Agreement, shall require the approval of all of the
Members.
Proxy and Absentee Votes
Representatives of Members may not cast proxy or absentee
votes.
Abstentions
Representatives of Members shall vote on all matters presented
to the Board for action unless an abstention is approved by
unanimous vote of all other representatives of Members then
present and voting, or is approved by an opinion of legal counsel
that a Member or its representative has a prohibited conflict of
interest, incompatibility of office or other legal basis for voting
disqualification.
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D. Political Reform Act.
The representatives of Members and Ex- Officio Members on the Board,
shall be considered "public officials" within the meaning of the Political
Reform Act of 1974, as amended, and Fair Political Practices
Commission ( "FPPC ") regulations, subject to a contrary opinion or
written advice of the FPPC.
E. Levine Act.
The representatives of Members and Ex- Officio Members on the Board,
are 'officials" within the meaning of Government Code Section 84308 et
seq., commonly known as the "Levine Act," and subject to the restrictions
of such act on the acceptance, solicitation or direction of contributions.
F. Principal Office.
The principal office of the Authority shall be established within the County
by the Board and may be changed from time to time in the same manner
as originally established.
G. Meetings.
0 1. Time and Place
The Board shall meet at the principal office of the Authority, or at
such other place designated by the Board if notice is provided in
accordance with the Ralph M. Brown Act, contained in Government
Code Section 54950 et. seq.. The time and place of regular
meetings of the Board shall be designated by Resolution adopted
by the Board, a copy of which shall be furnished to each Member.
2. Call and Conduct:
All regular, adjourned and special meetings of the Board shall be
called and conducted in accordance with the provisions of the
Ralph M. Brown Act, and all other applicable legislation regulating
the conduct of meetings of the legislative body of a local public
agency.
H. Quorum:
Representatives of a majority of the Members shall constitute the
quorum of the Board required to conduct the business of the Authority.
0 I. Rules:
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The Board may adopt rules and regulations for the conduct of the Board
and the affairs of the Authority consistent with this Agreement and all
other applicable laws.
J. Minutes:
The Secretary of the Authority shall cause minutes of all regular,
adjourned regular and special meetings of the Board to be drafted and
mailed to each Member and Ex- Officio Member five days prior to the next
regularly scheduled meeting. Upon approval by the Board at a regularly
called meeting thereafter, the minutes shall become a part of the official
public records of the Authority.
5.4 Officers
A Chair and Vice - Chair:
The Board shall select a Chair and Vice -Chair from the representatives
of Members.
B. Secretary:
The Board shall appoint a Secretary from the representatives of
Members, agents, officers, or employees of a Member.
C. Treasurer and Auditor:
The Board shall appoint an agent, officer or employee of the Authority or
an officer or employee of a Member to hold the offices of Treasurer and
Auditor for the Authority. These offices may be held by separate agents,
officers or employees or may be combined and held by one such agent,
officer or employee, as provided by the Board. The person(s)
designated by the Board shall possess the powers and duties of
Treasurer and Auditor, and shall perform all appropriate functions for the
Authority, including those required or authorized by Government Code
Sections 6505, 6505.5, and 6505.6.
D. Executive Director:
The Board shall appoint an Executive Director. The appointment shall
require the approval of a majority of the Members. The Executive Director
may be an agent, officer or employee of a Member, and shall have full
authority and responsibility to implement the purposes, goals and
objectives of the Authority, subject only to the general authority of the
Board.
E. Terms: 0
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The Chair, Vice - Chair, Secretary, Treasurer and Auditor shall hold all
offices for a period of one fiscal year, concurrent with the Authority's fiscal
year, and thereafter until their successor is selected and qualified. The
appointment of such persons by the Board shall be evidence that the
position of an agent, officer, or employee of the Authority is compatible
with those of an agent, officer, or employee of any Member.
F. Additional Officers:
The Board may appoint any additional officers, such as general counsel,
as deemed necessary or desirable. Such additional officers also may
be officers or employees of a Member, Ex- Officio Member or the
Authority. Any officer appointed shall serve at the pleasure of the Board.
5.5 Bonding Requirements
The officers or persons designated to have charge of, handle, or have access
to any funds or property of the Authority shall be designated and empowered by
the Board. The Board may require the officer(s) to file a bond with the Authority
in an amount established by the Board.
5.6 Status of Officers and Employees
• All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all pension, relief, disability, workers' compensation, and
other benefits which apply to the activity of agents, officers or employees of the
Authority when performing their respective functions within the territorial limits
of a Member shall apply to them to the same degree and extent while engaged
in the performance of any of their functions and duties under the provisions of
this Agreement and Chapter 5 of Title 1 of Division 7 of the Government Code,
commencing with Section 6500.
VI
FISCAL MATTERS
6.1 Annual Budget
The fiscal year for the Authority shall be from July 1 through June 30. The Board
shall establish an account for funds contributed by public entities (Public Entity
Fund) and a separate account for funds contributed by private persons and
entities (Private Contributors Fund) The Board shall adopt a budget for Public
Entity Fund or the Private Contributors Fund before or during any fiscal year if
and when revenues during that fiscal year are projected to exceed five
thousand dollars ($5,000).
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6.2
6.3
6.4
6.5
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Accounts
All funds will be placed in object accounts and receipt, transfer, or
disbursement of such funds shall be accounted for in accordance with the
generally accepted accounting principles applicable to governmental entities,
with strict accountability of all funds. All revenues, expenditures and status of
bank accounts and investments shall be reported to the Board on a monthly
basis, pursuant to procedures established by the Board. Contributions from
Members or other public entities shall be maintained in a separate account
and a report on expenditures from that account, if any, shall be given to the
Board each meeting.
Expenditures
All expenditures within the limitations of the approved annual budget shall be
made upon approval of the Executive Director in accordance with the rules,
policies and procedures adopted by the Board. No expenditures in excess of
those budgeted shall be made without the approval of an amended annual
budget by not less than two- thirds (2/3) of the Members.
Operating Funds
The Executive Director shall report to the Board, on or before May 15th of each
fiscal year, on the funding commitments made to the Authority by Members and
other private or public agencies. Members shall notify the Executive Director,
prior to May 1st of each year, of the funds, if any, to be contributed to the
Authority during the upcoming fiscal year.
Member Contributions
In no event shall any Member be required to fund any Authority activity, or make
any funding commitment to the Authority, during the term of this Agreement.
Members may, but shall not be requested or required to, make contributions or
advances of funds to the Authority for the purposes and objectives specified in
this Agreement. Members may, but are not required, to provide the Authority
with personnel, equipment or property in lieu of or in addition to, any
contribution or funds. Members may retain experts or consultants to provide
information or reports to the Authority. Ex- Officio Members also may contribute
funds or in -lieu goods and services to the Authority for any operating or capital
fund purposes.
Liabilities
0
The debts, liabilities and obligations of the Authority shall be the debts,
liabilities and obligations of the Authority alone, and not those of the Members
or Ex- Officio Members, unless expressly provided to the contrary in this •
Agreement. However, a Member or Members may separately contract for, or
assume responsibility for specific debts, liabilities or obligations of the
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Authority, as authorized by Government Code Section 6508.1. A Member shall
defend and indemnify the Authority and all other Members with respect to any
claim, lawsuit or cause of action that arises from or is in any way related to the
debt, liability or obligation assumed or contracted for by that Member in the
performance of this Agreement as specified above..
6.7 Indemnification
The liability of any Member(s) not directly responsible for any act or omission
resulting from a finding of liability for injuries to persons or property by a court of
competent jurisdiction shall be limited to one hundred dollars ($100.00) for
each claim. The Member(s) directly responsible for the act or omission shall
defend, indemnify and hold the Authority and all other Member(s) and their
respective agents, officers and employees, harmless from any and all liability
arising out of the act or omission. In no event, however, shall the
indemnification of an agent, officer, employee or former employee of the
Authority or Member(s) exceed that provided in Government Code Section 825,
et. seq..
VII
WITHDRAWAIITERMINATION
7.1. Withdrawal
Any Member may withdraw from the Authority at any time, for any reason, by
giving written notice to the Board of its intention to do so at least one hundred
and twenty (120) days prior to any regular meeting of the Board and said
withdrawal shall be deemed effective on the dates of each meeting of the
Board. A Member's withdrawal shall result in the forfeiture of all rights and
claims of that Member to any repayment of contributions or advances or other
distribution of funds or property after withdrawal, including distribution in the
event of termination of the Authority.
7.2. Termination of Authority
A. Causes
The Authority shall terminate, and its assets, if any, distributed in
accordance with the provisions of this Agreement, upon the majority vote
of the Members.
B. Distribution of Funds and Property
In the event of termination of the Authority, any remaining funds, property
or other assets of the Authority, following discharge of all debts, liabilities
and obligations of the Authority, shall be distributed to the Members in
proportion to that Member's contributions, if any, to the operating
expense of the Authority during the preceding fiscal year.
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8.1 Notice
vul
MISCELLANEOUS
r�
Any notice required by this Agreement shall be deemed given seventy -two
hours after deposited in any United States Post Office, registered or certified,
postage prepaid, addressed to the Member(s) and Ex- Officio Member(s).
Notice shall be deemed given to any Member when personally delivered to the
Board Member or Alternate designated by that Member.
8.2 Successors
This Agreement shall be binding upon and inure to the benefit of any
successor of a Member or Ex- Officio Member, subject to the provisions of
Section 6.5 of this Agreement.
8.3 Assignment and Delegation
The Members and Ex- Officio Members shall not assign any rights or delegate
any duties under this Agreement without the unanimous written consent of all
other Members.
8.4 Code Section References
All various code section references are to the various codes of the State of
California, unless stated otherwise.
8.5 Counterparts
This Agreement may be executed in one (1) or more counterparts, all of which
together shall constitute a single agreement, and each of which shall be an
original for all purposes.
8.6 Execution
The legislative bodies of the Members each have authorized execution of this
Agreement, as evidenced by the respective signatures attested below.
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APPROVED AS TO FORM:
By
CityAttorney
ATTEST:
0
CityClerk
F : \Cat\ Shared \ElToro\Ag \OC RAAJ P A\012199C I ean. doc
•
CITYOF
AMunicipal corporation
By
Mayor
16
TO:
FROM:
SUBJECT:
ACTION:
CITY COUNCIL AGENDA
ITEM NO. 30
CITY OF NEWPORT BEACH
OFFICE OF THE CITY MANAGER
JANUARY 24, 1994
MAYOR AND CITY COUNCIL
ASSISTANT CITY MANAGER
evi,
CnY OF': S``.'.'
JA14 2 4
APPROVED
ORANGE COUNTY REGIONAL AIRPORT AUTHORITY
If desired, approve City's membership and authorize the Mayor
and City Clerk to execute the Joint Powers Agreement:
AND
Appoint Councilmember as the representative
of the City to the Board of the Authority and appoint
Councilmember as the alternate.
BACKGROUND: OCRAA is the successor to the Orange County Cities Airport
Authority and has the express purpose of studying the feasibility of a commercial
airport at USMCAS, El Toro. A number of Orange County cities have expressed
interest in joining OCRAA to counter the perceived anti- airport bias of the County -
Irvine -Lake Forest Re -Use Agency. The Mayor has briefed the Council on several
occasions on this subject and will provide additional information at the meeting.
A copy of the full Joint Powers Agreement is attached for Councilmembers only and
additional copies are available in the City Clerk's office.
,
Kenneth J. lino
KJD:mb
(541)�W)1
c -z9�6
ORANGE COUNTY REGIONAL
AIRPORT AUTHORITY
JOINT EXERCISE OF POWERS AGREEMENT
-
TABLE OF CONTENTS
Page
RECITALS.......................................................................................
...............................
1
I.
DEFINITIONS ......................................................... ...............................
5
II.
CREATION OF THE AUTHORITY .................... ...............................
7
III.
PURPOSE ................................................................ ...............................
7
IV.
POWERS ................................................................. ...............................
8
4.1 General Powers ............................................ ...............................
8
4.2 Specific Powers ........................................... ...............................
10
a. Financial ........................................... ...............................
10
b. Condemnation .................................. ...............................
14
C. Manner of Exercise ......................... ...............................
14
d. Member Action ............................... ...............................
14
e. Compliance with CEQA and NEPA ..............................
14
f. Redevelopment Agency Powers ..... ...............................
14
g. Cooperation ..................................... ...............................
15
h. Nature of Powers ............................ ...............................
15
i. Expulsion ....................................... ...............................
15
j. Wit hdrawal ..................................... ...............................
16
k. Termination of Aut hority ............... ...............................
16
V.
ORGANIZATION ................................................. ...............................
17
5.1 Members ...................................................... ...............................
17
5.2 Ex- Officio Members .................................. ...............................
18
5.3 Board ............................................................ ...............................
19
a. Composition ...................................... ...............................
19
b. Compensation and Expense Reimbursement .................
19
C. Voting ................................................ ...............................
19
d. Fair Political Practices Act .............. ...............................
22
e. Levine Act.
22
f. Principal Office ............................... ...............................
23
g- Meetings .......................................... ...............................
23
h. Quorum ............................................ ...............................
23
i. Rules ...................................' ...... ...................................
23
j. Minutes ............................................ ...............................
23
5.4 Officers ....................................................... ...............................
24
5.5 Bonding Requirements ............................... ...............................
25
J
H
5.6
Status of Officers and Employees ............. ...............................
25
5.7
Committees ................................................. ...............................
25
V1. MISCELLANEOUS .............................................. ...............................
26
6.1
Amendments ................................................ ...............................
26
6.2
Notice ........................................................... ...............................
28
6.3
Arbitration .................................................... ...............................
28
6.4
Successors .................................................... ...............................
29
6.5
Assignment and Delegation ......................... ...............................
29
6.6
Code Section References ................................ ...............................
29
6.7
Counterparts ................................................. ...............................
29
6.8
Execution ..................................................... ...............................
30
J
H
• •
This Agreement between the Members of the Orange County Regional Airport
Authority ( "Authority") is made and entered into on the date shown below when the second
Member executes this Agreement.
RECITALS
A. The objective of the Authority is to provide the necessary comprehensive,
multi- agency, broadly based and mutually beneficial consensus planning for the impacted
community to resolve individual territorial imperatives to serve the common interests of that
community by developing and implementing a solution for the commercial air passenger and
cargo service deficiencies of the community. In the event a final decision to close the Marine
Corps Air Station at El Toro ( "El Toro ") is made under Public Law 100 -526, the Defense
Authorization Amendments and Base Closure and Realignment Act, 10 U.S.C. 2687, ( "The
Act "), or otherwise, that objective shall include taking all actions necessary to implement such
a solution by the preparation, submittal and implementation of a Re -use Plan for El Toro
which promotes a prompt and successful conversion of El Toro to a civil aviation public use
regional airport and related uses, with the following criteria:
1. to promote the most equitable allocation of the benefits and burdens
within the community of such re -use by providing a vehicle for the maximum
participation of the public and private sectors of the community as partners in the
planning, preparation, submittal and implementation of a Re -use Plan for the
conversion of El Toro to civilian uses, including a civil aviation public use regional
airport and related uses, as follows:
a. with the airport operational configuration and constraints of the
stated purpose of the Authority; and
b. which airport and related non - airport uses can be incorporated
into the community adjacent to and in proximity to El Toro, and within the
service area of such regional airport, in a manner compatible with the existing
development, development standards and general plan objectives and policies
of the public agencies within such community; and
C. which airport can be operated compatibly with John Wayne
Airport ( "John Wayne "), another military air facility previously converted to use
as the only civil aviation public use regional airport in the community.
2. to preserve the military aviation capability of El Toro for use in the
event of a future national emergency, by its continbed use as a civilian airport with the
resultant right of the United States Department of Defense to make exclusive or non-
exclusive use and to have exclusive or non - exclusive control and possession of such
airport, except as provided in the Federal Surplus Property Act, at 50 U.S.C. App,
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Section 1622(9), and to make non - exclusive use of the landing area of such airport,
without charge, except as such use may be limited by the Administration of the Federal
Aviation Administration, according to and except as provided in 50 U.S.C. App,
Section 1622(9); and
3. to promote, accelerate and maximize the economic stimulus provided to
the community by such re -use; while preserving the existing business community
against disruption by destructive competition; and
4. to promote revenue to the federal government from sale, lease or other
disposition of El Toro to compensate for the cost of closure of El Toro; and
5. to explore the feasibility of utilizing existing residential housing at El
Toro as affordable housing; and
6. to promote the earliest possible conversion of El Toro and generation of
interim revenues from existing uses such as mining and mineral extraction, and golf
course operations, and new uses such as air cargo, aircraft maintenance, reconstruction
and re- manufacture, and "just -in -time warehousing ", with which to fund full
implementation of the approved Re -use Plan; and,
7. to increase tax and other revenues to local governments in the
community by returning title to portions of El Toro property to the tax rolls as private
property, creating possessory interest tax revenues from the balance of El Toro
property retained in public ownership, and creating other equitable methods of
generating local government revenue; and
8. to encourage the use of public- private partnerships in the
implementation of such Re -use Plan; and
9. not to lobby or otherwise advocate either the removal of El Toro from
the list of military bases recommended for closure by the Secretary of Defense under
The Act, or the retention of El Toro on such list, by the Base Closure and
Realignments Commission, the President or Congress.
B. There is no airport in Orange County which now permits air cargo aircraft
operations, although Orange County generates 30% of the total air freight produced in the
Southern California Region. The result is that the typically expeditious air freight service
available in other areas is not available in this community, not only with adverse business
competitive impacts, but also with degraded air quality and freeway congestion created by the
need to truck air freight to Los Angeles International, Long Beach and Ontario Airports.
C. John Wayne currently handles 6 million annual passengers ( "MAP ") of the
current 12.7 MAP demand in Orange County, and is limited to a legal maximum of 8.4 MAP.
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9311300I.00 1:27
By the year 2010, demand is projected to exceed 22.8 MAP. Approximately 80% of such
demand is for regional service.
D. The Airport and Airway Improvement Act of 1982, in 49 USCA, App, Section
2201 et seq., provides in Section 2203(d)(1), entitled "Civil Use of Domestic Military
Airports ", that "the Department of Defense shall make domestic military airports and airport
facilities available for civil use to the maximum extent possible.
E. Officers of the Federal Aviation Administration ( "FAA ") were reported as
stating that a civil aviation public use airport at El Toro is a needed facility which would
provide aviation relief for the Los Angeles Basin System, and get high priority for federal
funds. El Toro also is essential, suitable and desirable to fulfill the immediate and foreseeable
future requirements of the community for development, improvement, operation or
maintenance of such an airport, including development of property for needed sources of
revenue from non - aviation business at such an airport, within the meaning of 50 U.S.C. App,
Section 1622(9).
F. Such a regional airport would improve air quality by reduction of one Million
(1,000,000) vehicle miles traveled ( "VMT") per day, through elimination of the need for
passengers and cargo to use air transportation facilities available only outside Orange County.
G. The current 85 SEL and 65 CNEL noise impacts and ACUIZ crash hazard
impacts created by the high performance military jet aircraft operating at El Toro upon the
existing developed residential areas around El Toro would be eliminated by such a civilian
regional airport at El Toro, as illustrated by the attached Exhibit "A ".
H. All land uses around El Toro have been planned, zoned and otherwise
constrained by the land use regulatory powers of local government to accommodate the
current noise, hazard and other impacts of El Toro, thereby providing an ample existing buffer
between the community and the impacts of such a civilian regional airport.
I. The maximum surface traffic generated by such a civilian regional airport, with
operational configurations and constraints comparable to John Wayne, would be only 50,000
trips per day, if operated at the 8.4 MAP legal maximum capacity of John Wayne.
J. A multi-modal transit station on the main north -south Amtrak rail line in
California immediately adjacent to El Toro already has been established.
K. "Commuter" rail service on such line will be increased three -fold by the end of
1993, and seven -fold shortly thereafter; and supplemental "urban" rail service currently is
under study.
L. S 125 million State bond matching funds currently have been approved and are
available for provision of a monorail or other fixed guideway service between such multi-
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0
modal station at El Toro, John Wayne and other destinations in the northern population
centers of the community.
M. Highway access to El Toro will be increased by nearly one million Average
Daily Trips, through (i) construction of the fully funded San Joaquin Hills and partially funded
Foothill and Eastern Transportation Corridors, with the future options of additional fixed rail
facilities in the medians of such Corridors, by two joint powers agencies comprised of the
cities with territory and county with unincorporated territory within the Areas of Benefit of
such corridors, which include El Toro, and through (ii) improvement of the adjacent SR405,
and I- 5 freeways with existing voter approved local sales tax proceeds.
N. Such a regional airport would be located at an unprecedented confluence of
surface transportation facilities and systems, which not only would provide ample surface
transportation capacity for such regional airport, but also would create opportunities for a
multi-modal transportation complex to provide needed transportation related maintenance and
other uses.
O. The re -use of El Toro as such a regional airport, with complementary related
uses, could provide a major stimulus for the economy, estimated by a recent study of
Economic Research Associates at an additional $4.4 billion annually for the region, including
an additional $1.7 billion annually for the County of Orange alone.
P. The State of California has declared its concern about the state -wide impacts
and established a comprehensive scheme of regulation for the regional planning and
regulation of the re -use of closed military air facilities as civil aviation public use airports.
The Governor's Office of Planning and Research, on March 19, 1993, stated its
encouragement for the designation of a single entity, defined in the Assistant Secretary of
Defense description of the Community Economic Adjustment Process as a "broad -based
organization reflecting all major community interests, local governments, local military
installations, other public and private sector interests, and non -profit sectors," to take the lead
in such planning and regulation, and become eligible for assistance from the Defense
Department Office of Economic Adjustment. The Governor also declared in Executive Order
W -21 -91 that base closures "will result in job losses and economic dislocation regionally and
throughout the State," and therefore, "State agencies have a vital role in assisting affected
communities in planning for and mitigating economic losses, expanding development
opportunities and protecting the public from environmental contamination."
Q. The California Transportation Commission, charged by Government Code
Section 14520 with the responsibility for "formulating and evaluating state policies and plans
for transportation programs," and advising the Legislature, stated in its 1993 Annual Report to
the Legislature, in Section I -A3c, entitled "Preservation of Military Reservations for Civilian
Airports ", that the State should prohibit development of military aviation installations for non -
aviation uses until a comprehensive study of their potential for civilian aviation is completed
to identify likely candidates for closure that offer the greatest potential for civilian aviation,
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931 13001.00 1:27
• •
since civilian use of these facilities can significantly enhance the capacity of this State's civil
airport system with fewer environmental concerns, lower costs and considerable other
economic advantage by the location of significant facilities often close to urban areas where
existing aviation facilities are overcrowded.
R. The Legislature also found and declared in Health and Safety Code Section
33320.5, that the then unique circumstance of proposals under The Act to close two or more
military facilities or installations in a single county would cause serious economic hardship,
and established a policy to assist in the preservation of those military facilities and
installations for continued use as civilian airports and aviation related purposes by authorizing
the formation of a separate joint powers agency of public agencies within the community
impacted by such closures, with the exclusive powers of not only a redevelopment agency, but
also the additional powers to act as the legislative body and planning commission for all
approvals and actions required for adoption and implementation of a redevelopment plan.
S. That same unique circumstance now exists in the County of Orange, with
proposals under The Act to close both The Tustin Marine Corps Air Station and El Toro, and
the serious economic hardship described in testimony before the Base Closure and
Realignments Commission and subsequent correspondence and documentation provided to
such Commission.
T. El Toro is located in an otherwise undeveloped unincorporated area within the
Sphere of Influence of the City of Irvine, surrounded by significant existing residential and
other development in the cities of Irvine and Lake Forest adjacent to El Toro, and in the cities
of Mission Viejo, Laguna Hills, and Tustin, and unincorporated areas known as Leisure
World, Portola Hills and Foothill Ranch within the immediate proximity of El Toro.
Members within which such development is located have greater exposure to the impacts of
any re -use of El Toro, and therefore should have a greater voice in any action by the Authority
which adversely affects such impacts.
U. Since those Members with population immediately adjacent to El Toro or in the
immediate proximity of El Toro will bear a greater burden from the impacts of its civil
aviation public use regional airport and other re -uses, those Members should receive a greater
share of the economic benefits of such re -use.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
I.
DEFINITIONS f
For the purposes of this Agreement, the following words shall have the
following meanings:
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93113001.00127
• •
a. "Adjacent to [El Toro]" means having a common boundary with the
property now comprising El Toro.
b. "Agreement" means this Joint Exercise of Powers Agreement.
C. "Authority" means the Orange County Regional Airport Authority.
d. 'Board" means the governing body of the Authority.
e. 'Board Member" means any person serving as the representative of a
Member or Ex- Officio Member on the Board
f. "CEQA" means the California Environmental Quality Act, contained in
the California Public Resources Code, Section 21000 et seq.
g. "Community" means the residents, inhabitants, property owners,
businesses, public and private institutions, and their local general purpose government
agencies within the area currently impacted by (i) the current air transportation
deficiencies in the vicinity of Orange County, (ii) the proposed closure of El Toro or
(iii) a civil aviation public use regional airport re -use of El Toro.
h. "El Toro" means the United States Marine Corp Air Station at El Toro.
i. "Ex-Officio Member" means a person or entity appointed by the Board,
pursuant to Section 5.2 of this Agreement who or which has executed this Agreement
and all subsequent amendments, but does not have the right to vote in any action by the
Board or share in any distribution of Authority revenue or assets, and does not
constitute part of the quorum of the Board required to transact Authority business, but
has all other rights and duties of a Member except as otherwise provided herein,
including but not limited to the right to receive notice of all Board meetings and copies
of all written material provided to Board Members, and debate matters before the
Board.
"Fiscal Year" means July 1 st to and including the following June 30th.
k. "John Wayne" means the John Wayne Airport facility.
1. "Member" means a city or county which has joined with other Members
to participate in the functions of the Authority, by execution of this Agreement prior to
September 21, 1993, and all subsequent amendments or by execution of a subsequent
amendment pursuant to Section 5.5 of this Agreement.
M. "NEPA" means the National Environmental Policy Act, contained in 42
U.S.C. Section 4321 et seq.
n. "Party" means either a Member or Ex- Officio Member.
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93113001.00 1:27
0
o. "Re -use Plan" means a plan for the re -use of El Toro in the event of its
closure as a military installation, consistent with the stated objectives and purposes of
the Authority, and prepared for submittal for federal approval and implementation
authorization in accordance with The Act, related statutes and regulations.
P. "The Act" means Public Law 100 -526, the Defense Authorization
Amendments and Base Closure and Realignment Act, contained in 10 U.S.C. Section
2687.
q. "Within the immediate proximity of [El Toro]" means the location of the
cities of Mission Viejo, Laguna Hills and Tustin, and those unincorporated county
areas now known as Leisure World, Portola Hills and Foothill Ranch.
II.
CREATION OF THE AUTHORITY
The Authority, a public entity separate from its Members, hereby is formed by
the provisions of this Agreement, and Chapter 5, of Division 7 of Title 1 of the Government
Code, beginning with Section 6500.
Within thirty (30) days after the effective date of this Agreement and after any
amendment, the Authority shall cause a notice of such Agreement or amendment to be
prepared and filed with the office of the California Secretary of State containing the
information required by Government Code Section 6503.5.
Within ten (10) days after the effective date of this Agreement, the Authority
shall cause a statement of the information concerning the Authority and its Board Members
required by Government Code Section 53051 to be filed with the office of the California
Secretary of State and with the County Clerk of each county in which the Authority maintains
an office, and within ten (10) days after any amendment which makes any change in the facts
required to be state pursuant to Subdivision (a) of such Section a statement of such facts also
shall be filed as provided therein.
11
PURPOSE
The purpose of the Authority is to pursue its stated objective to use the common
powers of its Members and participation of Ex- Officio Members to provide a multi- agency
broadly based comprehensive community solution for the commercial air passenger and cargo
deficiencies of the community for the mutual benefit of the entire community, including, in
the event of a final decision to close El Toro, the study, planning and preparation of a Re -use
Plan for El Toro consistent with such stated purposes and objectives, for submittal under The
Act for approval and implementation authorization , and thereafter, for implementation by
-7-
93113001.00 1:27
• s
financing, acquiring, constructing, owning, leasing or otherwise controlling, repairing,
maintaining, improving, managing, and otherwise operating the following facilities:
a. A civil aviation public use regional airport at El Toro, with the
following operational configurations and constraints:
(i) operational levels of passenger service no greater than the
8.4 MAP permitted at John Wayne and air cargo operations only to the extent
compatible with passenger service; and
(ii) operational curfew prohibiting departures of all aircraft between
the hours of l0pm and lam, and arrivals of all aircraft between the hours of
I 1pm and lam, pursuant to the provisions of the federal Airport Noise and
Capacity Act, 49 U.S.C. App„ Section 2151 et. seq.
(iii) use of only aircraft which qualify at the Stage III noise level
defined by FAA Regulations, Part 36 for all airport operations; and
(iv) exclusive use of Runways 07L and 07R for departures and
Runways 34L and 34R for arrivals, under a Preferential Runway Use Program
approved pursuant to Federal Aviation Administration Order 7110.81; and
(v) limitation of noise impacts on the surrounding community to
those illustrated on the attached Exhibit A; and
b. Related compatible non - airport development on the El Toro property
around such civilian airport.
IV.
4.1 General Powers.
The Authority shall have the power in its own name to exercise any and all
common powers of its Members reasonably related to the purposes of the Authority, including
but not limited to the powers to:
a. study the feasibility of and plan for and implement the acquisition,
leasing or ownership and operation of such a regional airport at El Toro; and
b. seek funding from any available soutce, including appropriate grants or
loans under any available federal, state and local programs for assistance in achieving
the purposes of the Authority; and
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93113001.00 1:27
i
i
C. contract for the services of engineers, attorneys, planners, financial and
other necessary consultants or entities; and
d. make and enter into any other contracts; and
e. prepare, submit and implement a Re -use Plan for El Toro; and
f. provide Care and Custody Services for El Toro facilities pending
disposal; and
g. acquire, lease, construct, manage, maintain and operate other buildings,
works or improvements; and
h. acquire, hold, or dispose of any other property by any lawful means,
including without limitation gift, purchase, eminent domain, lease, lease- purchase,
license or sale; and
i. incur all authorized debts, liabilities, and obligations, including issuance
and sale of bonds, notes, certificates of participation and other evidences of
indebtedness described in Section 4.2a(ix) of this Agreement, subject to the limitations
herein; and
j. receive gifts, contributions and donations of property, funds, services
and other forms of financial or other assistance from any persons, firms, corporations
and governmental entities; and
k. sue and be sued in its own name; and
1. seek the adoption or defeat of any federal, state or local legislation or
regulation necessary or desirable to accomplish the stated purposes and objectives of
the Authority; and
m. adopt rules, regulations, policies, by laws and procedures governing the
operation of the Authority, including but not limited to:
(i) the Code of Ethics required by the California Political Reform
Act of 1974, and any other applicable legislation or regulation;
and
(ii) a specific Expense Reimbursement Policy for the Board, and
officers, employees, agents and contractors of the Authority; and
(iii) a policy requiring the Executive Director to provide a specific
recommendation of the party to be awarded all contracts, leases
and other financial commitments presented to the Board for
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93113001.00 1:27
• •
approval, together with a written justification of such
recommendation.
n. Exercise all other powers not specifically mentioned herein, but
common to Members, and authorized by Government Code Section 6508.
4.2 Specific Powers
a. Financial
(i) Annual Budget
The Board shall adopt an annual budget for the ensuing fiscal
year, by approval of the representatives of not less than two- thirds (213) of the
Members, pursuant to procedures established by the Board.
(ii) Accounts
All funds will be placed in object accounts and receipt, transfer,
or disbursement of such funds shall be accounted for in accordance with the
generally accepted accounting principles applicable to governmental entities,
with strict accountability of all funds. All revenues, expenditures and status of
bank accounts and investments shall be reported to the Board on a monthly
basis, pursuant to procedures established by the Board.
(iii) Expenditures Within Approved Annual Budget
All expenditures within the limitations of the approved annual
budget shall be made upon approval of the Executive Director in accordance
with the rules, policies and procedures adopted by the Board. However, no
expenditure shall be made for the purpose of purchasing or otherwise acquiring
real property without prior approval of the Board by the representatives of not
less than two- thirds (2/3) of the Members. No expenditures in excess of those
budgeted shall be made without the approval of an amended annual budget by
the Board by not less than two- thirds (2/3) of the Members.
(iv) Disbursements
Warrants shall be drawn upon the approval and written order of
the Board, and the Board shall requisition the payment of funds only upon
approval of claims, disbursements and other requisitions for payment in
accordance with this Agreement and other rules, regulations, policies and
procedures adopted by the Board.
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93113001.CC1:27
(v) Operating Funds
0
In order to provide the Authority with necessary operating funds
for the ensuing fiscal year, to the extent not otherwise available, each Member
may be requested to contribute a proportionate share of such funds to the
Authority, as determined by the Board after adoption of each annual budget
pursuant to Section 4.2(a)(i) of this Agreement. Written notice of such
determination shall be provided to each Member by the Authority within ten
(10) days thereafter. The share of a Member shall be a uniform pro rata portion
of such funds, based upon the population within the city or unincorporated
county territory of such Member, adjusted by the same multiplier provided in
Section 4.2a(vii) of this Agreement for Annual Distribution to Members,
however not to exceed $100 per 1,000 population, as determined by the then
most current California State Department of Finance data, unless such excess
amount is approved by the Board by representatives of not less than two-thirds
(2/3) of the Members, and by the governing body of each Member. If the
contribution of such additional amount is not approved by any Member within
thirty (30) days after such notice, the contributions of the remaining Members
shall be re- calculated based on the number of Members approving such
additional amount, and written notice of such re- calculated contribution shall
be provided to each Party by the Authority within ten (10) days thereafter.
If any Member then fails to make such contribution, it will
continue to have all the rights, power and duties of a Member, except that such
failure shall constitute a waiver of the right to participate in any future
distribution of funds and property by the Authority, including distribution in the
event of termination of the Authority.
All contributions of operating funds by Members under Section
4.2a(v) shall be repaid pro-rata by the Authority, together with all other
contributions and advances, first out of all distributions of surplus revenues or
assets by the Authority.
(vi) Contributions and Advances
Members may (a) make contributions or advances of funds to the
Authority in addition to those for operating funds under Section 4.2a(v) for the
purposes set forth in this Agreement, to be repaid as provided in this
Agreement, or (b) provide the Authority with personnel, equipment or property
in lieu of such contributions or advances of funds, subject to determination by
the Board of the value of such in lieu contributions or advances, which shall be
treated in all respects as contributions or advances of funds thereunder. To the
extent that such contributions exceed the amount required under Section
4.2a(v), such excess contributions may be credited against any such
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9311300LOC1:27
9
contributions requested from a Member the following fiscal year or at the
option of such Member.
Ex- Officio Members also may contribute funds or in -lieu goods
and services to the Authority for any operating or capital fund purposes,
pursuant to an agreement approved by the Board representatives of not less
than two- thirds (2/3) of the Members, including but not limited to agreements
similar to the "AB680" Development Agreements between the State and the
private sector pursuant to Chapter 107 of the Statutes of 1989 and related
statutes to finance, build and operate State Highways, with ultimate control
retained by the Authority, but with a reasonable return on the private sector
investment of such funds.
(vii) Annual Distribution to Members
Within ninety (90) days after the conclusion of each fiscal year,
all funds derived by the Authority from the sale, lease, license or disposition of
assets or any other source of revenue from the acquisition, construction or
operation of any revenue producing facility, after reimbursement of all
contributions and advances to the Authority by Members and Ex- Officio
Members, satisfaction of current debt and liability obligations, and provision
for adequate operating capital, reserve and contingency funds, shall be
distributed to all Members in proportion to the population within (i) the
corporate boundaries of any Member city and (ii) the unincorporated areas of
any Member county within, adjacent to or within the immediate proximity of El
Toro, as determined by the then most current State Department of Finance data,
increased by a multiplier of three (3) for those Members with population either
adjacent to or within El Toro, and a multiplier of two (2) for Members with
population within the immediate proximity of El Toro.
(viii) Audit
The records and accounts of the Authority shall be audited
annually by an independent certified public accountant and copies of such audit
report shall be filed with the State Controller, the County Auditor in each
county in which a Member is located, and shall be provided to each Member
and Ex- Officio Member no later than fifteen (15) days after receipt of such
audit reports by the Authority.
(ix) Securities
The Authority may use any statutory power available to it under
the Marks -Roos Local Bond Pooling Act, contained in Government Code
Section 65844 et seq., or otherwise, for issuance and sale of any revenue bonds,
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9311300LCCI:27
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assessment bonds, redevelopment agency bonds, industrial development bonds,
Mello -Roos Community Facility District bonds, mortgage bonds, notes
(including bond, revenue, tax or grant anticipation notes), certificates of
participation or other evidences of indebtedness necessary or desirable to
finance the exercise of any power of the Authority, upon approval of the Board
by representatives of not less than two- thirds (2/3) of the Members.
(x) Liabilities
The debts, liabilities and obligations of the Authority shall be the
debts, liabilities and obligations of the Authority alone, and not of the Members
or Ex- Officio Members, unless expressly provided to the contrary herein,
although a Member may separately contract for, or assume responsibility for
specific debts, liabilities or obligations of the Authority, as authorized by
Government Code Section 6508.1.
(xi) Hold Harmless and Indemnification
Each Member and Ex- Officio Member agrees to indemnify and
hold the Authority and all other Parties harmless from any liability for damages,
actual or alleged, to persons or property arising out of or resulting from
negligent acts or omissions of the indemnifying Party or its employees or
agents, except when acting within the scope of their authority as employees or
agents of the Authority. Where the Authority, or its Parties, in their capacities
as Members or Ex- Officio Members or agents or employees of the Authority
are held liable for injuries to persons or property, the liability of each Party for
contribution or indemnification for such injuries shall be based proportionately
on the portion of the total population within the territories and incorporated
county territories of the Parties represented by such Party, as determined by the
then most current Department of Finance Data. In the event of liability
imposed upon the Authority, or any of its Parties, for injury which is caused by
the negligent or wrongful act or omission of any Party in the performance of
this Agreement, the contribution of the Party or Parties not directly responsible
for such negligent or wrongful act or omission shall be limited to one hundred
dollars ($100). The Party or Parties directly responsible for such negligent or
wrongful acts or omissions shall defend, indemnify and hold the Authority and
all other Parties harmless from any liability arising out of such wrongful act or
omission.
In no event, however, shall the indemnification of an employee
or former employee of the Authority or Member exceed that provided in
Government Code Article 4 of Chapter 1 of Part 2 of Division 3.6, beginning
with Section 825, as amended from time to time.
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b. Condemnation
The Authority shall have the power to exercise any available eminent
domain power of its Members, upon approval of the Board by representatives of not
less than two- thirds (2/3) of the Members, except that it shall have no power to
condemn John Wayne.
C. Manner of Exercise.
For purposes of Government Code Section 6509, the manner of
exercising the power of this Authority shall be restricted to the manner of exercising
the powers of its designated Member, the City of Anaheim.
d. Member Action
Unless otherwise provided in this Agreement, any action of a Member
required or authorized in this Agreement shall be by resolution of the governing body
of such Member.
e. Compliance with CEQA and NEPA
The Authority shall comply with all requirements of CEQA and NEPA
as a condition precedent to its commitment to carry out any obligation under this
Agreement for which such compliance is required. However, the execution of this
Agreement does not constitute a project or approval of any commitment to carry out
any project as those terms are used in CEQA and NEPA.
f. Redevelopment Agency Powers
The Authority may become a Redevelopment Agency, with all the
additional powers then authorized by law, and prepare, adopt and implement a
redevelopment plan for a project area including El Toro and related areas, upon
compliance with all the following conditions precedent:
(i) it is found by the Board to be necessary for the effective
redevelopment of El Toro and the adjacent area; and
(ii) it is approved by the Board by representatives of not less than
two- thirds (2/3) of the Members; and
(iii) it is approved by the legislative bodies of all Members; and
(iv) the financial means of each Member is considered prior to
adoption of any redevelopment plan; and
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(v) all other legal conditions precedent to becoming such a
redevelopment agency and adopting such a redevelopment plan have been
satisfied by the Authority.
g. Cooperation
Each Member and Ex- Officio Member, without waiving any right of
dissent within the processes of the Authority, or right to seek arbitration of an issue
pursuant to Section 6.3 of this Agreement, covenants and warrants that it will not use
any of its powers to thwart or make more difficult or expensive the accomplishment of
the purposes and objections of the Authority, as longs as it remains a Member or Ex-
Officio Member of the Authority.
h. Nature of Powers
The manner of exercising the powers and functions of the Authority in
planning, preparing and implementing such Re -use Plan, including but not limited to
provision of the regional air transportation facilities and services described herein, is a
matter of state -wide concern, which may not be thwarted or made more difficult or
expensive by the exercise of any asserted conflicting jurisdiction of Members or other
local public agencies within the community.
L Expulsion
Any Party may be expelled from the Authority for violation of the
provisions of this Agreement, upon approval of the Board by representatives of not
less than three- fourths (3/4) of the Members, after the Board, by similar approval, has
given written notice to the Party to be expelled thirty (30) days prior to the next regular
Board meeting of the intention of the Authority to do so if such violation is not then
cured. Also, any Parry that fails to execute any amendment to this Agreement within
thirty (30) days after execution by the last Member required for approval of such
amendment by Section 6.1 of this Agreement, shall be deemed to be expelled on the
thirty-first (31st) day after such execution. Any Ex- Officio Member that fails to make
a contribution required by Section 4.2a(v) of this Agreement also shall be deemed to
be expelled on the thirty -first (31st) day after written notice of such contribution
requirement was provided to such Ex- Officio Member by the Board.
Expulsion of a Party, shall not relieve the expelled Party of its
proportionate share of any debts or other liabilities incurred by the Authority prior to
the effective date of such expulsion, or any liabilities imposed upon or incurred by the
Party pursuant to this Agreement prior to the effective date of such expulsion.
However, such expulsion shall result in the forfeiture of all rights and claims of the
expelled Party to any repayment of contributions or advances or other distribution of
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funds or property after withdrawal, including distribution in the event of termination of
the Authority.
j. Withdrawal
Any Party may withdraw from the Authority at any time, for any reason,
by giving written notice to the Board of its intention to do so thirty (30) days prior to a
regular meeting of the Board.
Withdrawal of a Party, however, shall not relieve the withdrawing Party
of its proportionate share of any debts or other liabilities incurred by the Authority
prior to the effective date of such withdrawal, or any liabilities imposed upon or
incurred by the Party pursuant to this Agreement prior to the effective date of such
withdrawal, and such withdrawal shall result in the forfeiture of all rights and claims
of the withdrawing Parry to any repayment of contributions or advances or other
distribution of funds or property after withdrawal, including distribution in the event of
termination of the Authority.
k Termination of Authority
(i) Causes
The Authority shall terminate, and its assets be distributed in
accordance with the provisions of this Agreement, upon;
(a) the unanimous vote of its Members; or
(b) the sale or other disposition of all interest of the Authority
in El Toro [and John Wayne];.or
(c) the formation of an Airport District under the California
Airport District Act, contained in California Public Utilities Code
Section 22001, et seq., including the territories of all Members and all
other cities and counties within the community impacted by the closure
and re-use of El Toro, legally committed to the objectives and purposes
of the Authority and governed by a Board of Directors elected at large
throughout the District.
(ii) Limitations
(a) No termination of the-,Authority shall occur until all of its
debts, liabilities, and obligations, including issuance and sale of bonds, notes,
certificates of participation and other evidences of indebtedness described in
Section 4.2a(ix) of this Agreement are paid or adequate provision for such
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payment is made in accordance with the resolution of the Authority authorizing
issuance and sale thereof.
(b) No termination of the Authority shall occur which is
contrary to the language, spirit or intent of any contract or agreement entered
into by the Authority with the United States of America, the State of California,
or any department, administration or agency of either.
(c) No termination of the Authority shall occur which
adversely affects the operation, repair, maintenance, improvement or
administration of any airport facility then owned, leased, permitted, licensed or
otherwise controlled by the Authority.
(d) No termination of the Authority shall occur which
otherwise is prohibited by law.
(iii) Distribution of Funds and Property
In the event of termination of the Authority, any remaining
funds, property or other assets of the Authority, following discharge of all
debts, liabilities and obligations of the Authority, shall be distributed to the
Members for any unreimbursed advances, contributions or in -lieu contributions
made or given to the Authority by such Members, and distributed to all
Members on the same basis as the annual distributions to Members under
Section 4.2a(vii) of this Agreement.
V.
ORGANIZATION
5.1 Members
The Members of the Authority shall be the Members described in Section 6.8
of this Agreement, and any of the following general purpose local governmental agencies
with powers common to those of such described Members with respect to the purposes and
obligations of the Authority subsequently added as Members by amendment to this
Agreement, which have executed this Agreement and all subsequent amendments, and have
not withdrawn thereafter.
a. Any city in the county of Orange.
b. Any city outside such county but within the service area of such regional
airport at El Toro, as determined by the Board by unanimous action of the Members.
The county of Orange.
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d. Any other county with some portion of its unincorporated territory
within the service area of such regional airport at El Toro.
5.2 Ex- Officio Members
The Board, upon the approval by the representatives of a majority of all
Members may appoint Ex- Officio Members, to represent the broadest possible spectrum of
other major public and private interests in the community, including but not limited to the
following:
a. The I Ith Naval District or other representative of the Department of
Defense with jurisdiction over the closure and re -use of El Toro.
b. Federal Aviation Administration.
C. Any other federal department or agency with jurisdiction over the
closure and re -use of military facilities or installations.
d. Southern California Regional Airport Authority.
C. Orange County Airport Commission.
L Southern California Association of Governments and its Aviation and
Airport Committee.
g. California Military Base Reuse Task Force, Office of Planning and
Research or other State agency, department or committee authorized by
Government Code Section 65040.1, 65070, 65088 or otherwise to assist
in the re -use of closed military facilities in California.
h. Orange County Transportation Authority.
i. San Joaquin Hills and Foothill/Eastern Transportation Corridor
Agencies.
j. Orange County Guideway Agency.
k. Southern California Regional Rail Authority.
1. Air Quality Management District of Southern California.
m. Regional Water Quality Control Board.
n. University of California, Irvine.
o. California State University at Fullerton.
p. California Community Colleges in the community.
q. Private educational institutions in the community.
r. Local School Districts.
S. Golden Rain Foundation of Leisure World.
t. Freight Provider Organizations.
U. Aircraft maintenance, repair and retrofit companies.
V. Aircraft Owners and Pilots Association.
W. Industrial League of Orange County.'
X. BIA of Southern California, Orange County Region.
Y. Commercial and Industrial Development Association.
Z, National Association of Industrial and Office Parks.
aa. International Council of Shopping Centers.
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bb. Urban Land Institute.
cc. American Planning Association.
dd. Major Landowners.
ee. Community Associations.
53 Board
a. Composition
n
(i) The Board shall consist of the following:
(a) One representative of each Member, and
(b) One representative of each Ex- Officio Member.
(ii) All representatives of Members on the Board shall be current
members of the governing body of such Member, appointed by resolution of
such body.
(iii) Each Member shall appoint one or more current members of the
governing body of such Member as alternate representatives, by resolution of
such body.
(iv) An Ex- Officio Member may designate its representative and
alternate representatives in any manner, subject to approval by the Board after
receipt of written notice of such designation.
b. Compensation and Expense Reimbursement
All representatives of Members and Ex- Officio Members on the Board
shall serve without compensation, but shall be reimbursed for reasonable and
necessary expenses actually incurred by such representatives in the conduct of the
business of the Authority, pursuant to an expense reimbursement policy established by
the Board prior to such expenses being incurred.
C. Voting
(i) Required Vote
(a) General
All actions of the Board shall be by vote of the
representatives of a majority of the Members present and voting, except
as otherwise provided herein.
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(b) Amendment
(1) General
Any amendment to this Agreement shall require
the approval of not less than three- fourths (314) of all Members,
in accordance with the provisions of Section 6.1, except as
otherwise provided therein.
(2) Conformance to Changed Law
Any amendment of this Agreement necessary to
conform to changed requirements of state or federal law shall
require the approval of a majority of all Members, in accordance
with the provisions of Section 6. If of this Agreement.
(3) Annual Distribution to Members and Operating Funds
Any amendment to change the provisions of
Section 4.2(vii) of this Agreement or Section 4.2a(v), shall
require the approval of all Members, as in accordance with the
provisions of Section 6.1c of this Agreement.
(4) Airport Impacts
Any amendment of this Agreement to change the
configuration or operation of the civil aviation public use
regional airport defined therein is prohibited by Section 6.1d
unless approved by; _
(i) those Members representing existing
development in the cities of Irvine and Lake Forest adjacent to
El Toro, and
(ii) three- fourths (3/4) of those Members
representing existing development in the cities of Mission Viejo,
Laguna Hills, and Tustin, and unincorporated areas within the
immediate proximity of El Toro, and
(iii) three- fourths (314) of all Members.
(c) Re -use Plan Land Uses
Any land uses required or authorized by the Re -use Plan
of the Authority, other than the civil aviation public use regional airport
defined in this Agreement, shall require approval of the following:
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(1) Representatives of all Members which now or
hereafter include any part of El Toro within their Sphere of
Influence, defined by Government Code Section 56076 as the "...
plan for the probable ultimate physical boundaries and service
area of a local agency,... .. ; and
(2) Representatives of all Members which now or
hereafter include any part of El Toro in their territorial
boundaries within which they then can exercise full land use
regulatory powers over the entire portion of El Toro within such
boundaries, unconstrained by any development agreement under
Government Code Sections 65864 et seq., vesting tentative
subdivision or parcel map under Government Code Section
66498.1 et seq., assessment lien or other development financing,
vested rights or estoppel commitment; and
(3) Representatives of a majority of the Members
representing existing development in the cities of Irvine and
Lake Forest adjacent to El Toro and in the cities of Mission
Viejo, Laguna Hills, and Tustin, and unincorporated areas within
the immediate proximity of El Toro, and
(4) Representatives of a majority of all Members.
(d) Termination
Termination of the Authority shall require the unanimous
approval of its Members or the occurrence of other specific causes, in
accordance with the provisions-of Section 4.2k(i) of this Agreement.
(e) , Expulsion
A Party may be expelled from the Authority upon approval of not
less than three- fourths (3/4) of the representatives of Members, in
accordance with the provisions of Section 42i of this Agreement.
(f) Annual Budget
Adoption of an Annual Budget shall require the approval
of the representatives of not less than two- thirds (2/3) of the Members,
in accordance with the provisions of Section 4.2a(i) of this Agreement.
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votes.
�J
(g) Condemnation
The exercise of any eminent domain power by the
Authority, whether or not acting in its capacity as a Redevelopment
Agency, shall require the approval of representatives of not less than
two- thirds (2 {3) of the Members,. in accordance with the provisions of
Section 4.2b of this Agreement.
(ii) Proxy and Absentee Votes
Representatives of Members may not cast proxy or absentee
(iii) Abstentions
Representatives of Members shall vote on all matters presented
to the Board for action unless an abstention is approved by unanimous vote of
all other representatives of Members then present and voting, or is approved by
an opinion of legal counsel for the Authority that a Member or its
representative either has a prohibited conflict of interest, incompatibility of
office or other legal basis for voting disqualification, or has a high probability
of such conflict, incompatibility or disqualification, rendered in open session of
the Board meeting, and together with the disclosure of such interest
incompatibility or basis, entered in the minutes or other official record of such
meeting. Any unapproved abstention shall be deemed to be an affirmative vote
on the motion on which such abstention occurred.
d. Fair Political Practices Act
The representatives of Members and Ex- Officio Members on the Board,
shall be considered "public officials" within the meaning of the Fair Political Practices
Act of 1974, as amended, and its regulations, for purposes of financial disclosure,
conflict of interest and other requirements of such Act and regulations, subject to a
contrary opinion or written advice of the California Fair Political Practices
Commission.
e. Levine Act
The representatives of Members and Ex- Officio Members on the Board,
are 'officials" within the meaning of Government Code Section 84308 et seq.,
commonly known as the "Levine Act," and subjectto the restrictions of such act on the
acceptance, solicitation or direction of contributions.
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f. Principal Office
The principal office of the Authority shall be established within Orange
County by the Board and may be changed from time to time in the same manner as
originally established.
g. Meetings
(i) Time and Place
The Board shall meet at the principal office of the Authority, or
at such other place designated by the Board if notice is provided in the [Wanner
of notice of an adjourned meeting under the Ralph M. Brown Act, contained in
Government Code Section 54950 et seq. The time and place of regular
meetings of the Board shall be designated by resolution adopted by the Board, a
copy of which shall be furnished to each Member at least ten (10) days prior to
the next such regular meeting.
(ii) Call and Conduct
All regular, adjourned and special meetings of the Board shall be
called and conducted in accordance with the provisions of the Ralph M. Brown
Act, and all other applicable legislation regulating the conduct of meetings of
the legislative body of a local public agency.
h. Quorum
Representatives of not less than two- thirds (2/3) of the Members shall
constitute the quorum of the Board required to conduct the business of the Authority.
L Rules
The Board may adopt from time to time rules and regulations for the
conduct of the Board and the affairs of the Authority consistent with this Agreement
and 0 other applicable laws.
j. Minutes
The Secretary of the Authority shall cause minutes of all regular,
adjourned regular and special meetings of the Board to be drafted and mailed to each
Member and Ex- Officio Member within [ten (10)] days after such meeting. Upon
approval by the Board at a regularly called meeting thereafter, such minutes shall
become a part of the official public records of the Authority.
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5.4 Officers
a. Chair and Vice -Chair
The Board shall select a Chair and Vice-Chair from the representatives
of Members.
b. Secretary
The Board shall appoint a Secretary from the representatives of
Members or the officers or employees of the Authority or a Member.
C. Treasurer and Auditor
The Board shall appoint an officer or employee of the Authority or an
officer or employee of a Member to hold the offices of Treasurer and Auditor for the
Authority. Such offices may be held by separate officers or employees or may be
combined and held by one such officer or employee, as provided by the Board. Such
person or persons shall possess the powers and duties of, and shall perform all
Treasurer and Auditor functions for the Authority, including those required or
authorized by Government Code Sections 6505, 6505.5, and 6505.6.
d. Executive Director
The Board shall appoint an Executive Director, which appointment shall
require the approval of representatives of not less than two- thirds (213) of the
Members. Such Executive Director also may be an officer or employee of a Member,
and shall have full authority and responsibility to implement the purposes and
objectives of the Authority, subject only to the general authority of the Board, and
specific definition of duties, responsibilities and compensation by a contract approved
by the Board by representatives of two- thirds (213) of the Members.
e. Terms
The Chair, Vice - Chair, Secretary, Treasurer and Auditor shall hold all
offices for a period of one year, concurrent with the Authority fiscal year, and
thereafter until their successor is selected and qualified. The appointment of such
persons by the Board shall be evidence that the position of an officer, employee, or
agent of the Authority is compatible with those of an officer, employee or agent of any
Member.
L Additional Officers
The Board may appoint any additional officers deemed necessary or
desirable by approval of representatives of not less than two- thirds (2/3) of the
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Members. Such additional officers also may be officers or employees of a Member,
Ex- Officio Member or the Authority.
5S Bonding Requirements
The officers or persons designated to have charge of, handle, or have access to
any funds or property of the Authority shall be so designated and empowered by the Board.
Each such officer or person shall be required to file an official bond with the Authority in an
amount established by the Board. Should the existing bond or bonds of any such officer or
persons be extended to cover the obligations provided herein, said bond shall be the official
bond required herein. The premiums on any such bonds attributable to the coverage required
herein shall be appropriate expenses of the Authority.
5.6 Status of Officers and Employees
All of the privileges and immunities from liability, exemption from laws,
ordinances and rules, all pension, relief, disability, workmen's compensation, and other
benefits which apply to the activity of officers, agents, or employees of the Authority when
performing their respective functions within the territorial limits of a Member shall apply to
them to the same degree and extent while engaged in the performance of any of their
functions and duties under the provisions of this Agreement and Chapter 5 of Title I of
Division 7 of the Government Code, commencing with Section 6500. However, none of the
officers, agents or employees appointed by the Board shall be deemed to be employed by any
of the Members or to be subject to any of the requirements of such Members by reason of
their employment by the Authority.
5.7 Committees
a. Creation
There hereby are created the following committees, with members to be
appointed by the Board, to which the duties, authorities and responsibilities described
are delegated pursuant to Government Code Section 6508:
(i) El Toro Re -use Committee
The El Toro Re -use Committee shall be comprised of
representatives of no less than three (3) Members appointed for terms of two
years unless removed sooner by the Board or unless they sooner cease to be a
member of the legislative body of the Member represented, and shall have
authority, subject to prior limitation by Board action, and submittal of monthly
advice to the Board by the Committee chair of known or reasonably likely
necessity for Committee action, to take final action on the study, preparation,
submittal to the Department of Defense and advocacy of a Re -use Plan for El
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Toro, consistent with this Agreement, and any subsequent implementation of
such Plan.
b. Meetings
All regular, adjourned and special meetings of such committees shall be
called and conducted in accordance with the Ralph M. Brown Act, Government Code
Section 54950 et. seq., as amended from time to time, the judicial interpretation
thereof, specifically including but not limited to Section 54952.3, and all other
applicable laws regulating the conduct of meetings of the legislative body of a local
public agency.
V1.
MISCELLANEOUS
6.1 Amendments
a. General
This Agreement may be amended with the approval of not less than
three- fourths (3/4) of all Members, except as provided in this Section.
b. Financial Obligations
No amendment to this Agreement may be made which would adversely
affect the interests of the owner of bonds, letters of credit or other financial obligations
of the Authority.
C. Annual Distribution to Members and Operating Funds
No amendment to the provisions of Section 4.2a(vii) regarding "Annual
Distribution to Members" and Section 4.2a(v) regarding "Operating Funds" of this
Agreement may be made without the approval of all Members.
d. Purpose or Powers
No amendment to this Agreement may be made which would change
the purpose or powers of the Authority described in Sections III and IV, except as
provided in Sections 5.3c(i), 6.1d and 6.1h.
e. Changes in Law
This Agreement may be amended as necessary to conform to changed
requirements of state or federal law with the approval of a majority of all
Members, notwithstanding any provisions to the contrary herein.
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f. Airport Impacts
Any amendment of this Agreement to change the configuration or
operation of the defined civil aviation public use regional airport shall constitute a
change of the purpose or powers of the Authority described in Sections III and IV of
this Agreement, within the meaning of Section 6.1c, and therefore is prohibited unless
approved by
(i) those Members representing existing development in the cities of
Irvine and Lake Forest adjacent to El Toro, and
(ii) three- fourths (314) of those Members representing existing
development in the cities of Mission Viejo, Laguna Hills, and Tustin, and
unincorporated areas in the immediate proximity of El Toro, and
(iii) three- fourths (314) all Members.
g. Re -use Plan Land Uses
Any land uses required or authorized by the Re -use Plan of the
Authority, other than the civil aviation public use regional airport defined in this
Agreement, shall require approval by representatives of the following:
(i) All Members which now or hereafter include any part of El Toro
within their Sphere of Influence, defined by Government Code Section 56076
as the "... plan for the probable ultimate physical boundaries and service area of
a local agency,... .. ; and
(ii) All Members which now or hereafter include any part of El Toro
in their territorial boundaries within which they then can exercise full land use
regulatory powers over the entire portion of El Toro within such boundaries,
unconstrained by any development agreement under Government Code
Sections 65864 et seq., vesting tentative subdivision or parcel map under
Government Code Section 66498.1 et seq., assessment lien or other
development financing, vested rights or estoppel commitment; and
(iii) A majority of the Members representing existing development in
the cities of Irvine and Lake Forest immediately adjacent to El Toro and in the
cities of Mission Viejo, Laguna Hills, and Tustin, and unincorporated areas in
the immediate proximity of El Toro, and
v
(iv) A majority of all Members.
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h. Termination
Termination of the Authority shall require the unanimous vote of its
Members or the occurrence of other specific causes, in accordance with the provisions
of Section 4.2k(i).
Expulsion
A Party may be expelled from the Authority upon approval of not less
than three- fourths (3/4) of the representatives of Members, in accordance with the
provisions of Section 4.2i.
Annual Budget
Adoption of an Annual Budget shall require the approval of the
representatives of not less than two-thirds (2/3) of the Members, in accordance with
the provisions of Section 4.2a(i).
k. Condemnation
The exercise of any eminent domain power by the Authority, whether or
not acting in its capacity as a Redevelopment Agency, shall require the approval of
representatives of not less than two-thirds (2/3) of the Members,. in accordance with
the provisions of Section 4.2b.
6.2 Notice
Any notice required to be given or delivered by any provision of this
Agreement shall be deposited in any United States Post Office, registered or certified, postage
prepaid, addressed to the Members and Ex- Officio Members, and shall be deemed to have
been received by the Member or Ex- Officio Member to whom the same is addressed at the
expiration of seventy -two (72) hours thereafter.
63 Arbitration
Any controversy or claim between any Members, or between any Member or
Members and the Authority, in respect to the Authority's operations, or to any claims,
disputes, demands, difference, controversies, or misunderstandings arising under, out of, or in
relation to this Agreement, except for cross complaints, counterclaims or third parry
complaints for comparative equitable indemnity filed by non - Parties, shall be submitted to and
determined by arbitration. To the extent not inconsistent herewith, the general rules of the
American Arbitration Association shall apply. The Member desiring to initiate arbitration
shall give notice of its intention to arbitrate to every other Member and the Authority. Such
notice shall designate as "respondents" such other Members as the initiating Member intends
to have bound by any award made therein. Any Member not so designated but which desires
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to join in the arbitration may, within ten (10) days of service upon it of such notice, file a
response indicating its intention to join in and to be bound by the results of the arbitration, and
further designating any other Members it wishes to name as respondent. Within twenty (20)
days of the service of the initial demand for arbitration, the American Arbitration Association,
("AAA "), shall submit simultaneously to the initiating and to all Members named as
respondents or filing a response therein, an identical list of names and persons chosen from
the AAA National Panel of Arbitrators which persons shall be., to the extent possible, persons
first in the field of airport operations, commercial, air passenger and freight service and
surface transportation as well as public law. Each Member to a dispute shall have seven (7)
days from the mailing date in which to cross off any names indicating the order of his or her
preference, and return the list to the AAA. If a Member does not return the list within such
time period, all persons named therein shall be deemed acceptable. From among the persons
who have been approved on both lists, in accordance with the designated order of mutual
preference, the AAA shall invite the acceptance of an arbitrator to serve. If the Members fail
to agree upon one of the persons named, the acceptable arbitrator is unable to act, or if for any
other reason the appointment cannot be made from the submitted list, the AAA shall have the
power to make the appointment of the arbitrator form other members of the panel without the
submission of any additional list. No discovery shall be permitted except by order of the
arbitrator.
The award of the arbitrator shall be conclusive, and entered as judgment in
accordance with the provisions of Title 9 of Part 3 of the Code of Civil Procedure.
6.4 Successors
This Agreement shall be binding upon and inure to the benefit of any successor
of a Member or Ex- Officio Member, subject to the provisions of Section 6.5.
6.5 Assignment and Delegation
The Members and Ex-Officio Members shall not assign any rights or delegate
any duties under this Agreement without the unanimous written consent of all other Members.
6.6 Code Section References
All code section references are to the codes of the State of California, unless stated
otherwise.
6.7 Counterparts
This Agreement may be executed in one (1 Lpr more counterparts, all of which
together shall constitute a single agreement, and each of which shall be an original for all
purposes.
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9311300I.00 1:27
6.8 Execution
The legislative bodies of the Members each have authorized execution of this
Agreement, as evidenced by the respective signatures attested below.
ATTEST:
City Clerk of the
City of /J
By
/��
APPROVED AS TO FORM
City Attorney of the
City of A/Qw/Da[f 2ilGN
ATTEST:
Clerk of the Board of Supervisors
County of
By
APPROVED AS TO FORM
County Counsel of the
Board of Supervisors
County of
CIT F
Bz
Mayo ice Mayor
Date, xecution
COUNTY OF
By
Chairman/Vice Chairman
(Seal)
Date of Execution
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9311300I.00 1:27
EXHIBIT A
! Noise Impacts of
Military/Civilian
' Aircraft at El Toro
._ Elm 85_ .
WA 65
D,CJ, ,El
d w4
Yll IT.PV Vie[ [MEI M'�'
r � - %93
iy `
`teVF
z' .;
:_y E
S r-
:;END
�. .. CMI
Y4tl Nl .f ..•
(SOIId areu5 are � 4�
residential areas)
_ to
it