Loading...
HomeMy Public PortalAboutLate Submissions and or RevisionsY CITY OF RANCHO MIRAGE CITY COUNCIL, LIBRARY AND OBSERVATORY BOARD, HOUSING AUTHORITY BOARD, AND THE CITY COUNCIL REPRESENTING THE REDEVELOPMENT SUCCESSOR AGENCY REGULAR MEETING THURSDAY, APRIL 18, 2024 1:00 P.M. LATE SUBMISSIONS AND/OR REVISIONS •CC02: Draft Minutes for April 4, 2024 •CC09: Adding Resolution DRAFT 04/04/2024 Regular City Council Meeting Minutes  1 of 5 CITY COUNCIL, LIBRARY AND OBSERVATORY BOARD, HOUSING AUTHORITY BOARD, AND THE CITY COUNCIL REPRESENTING THE REDEVELOPMENT SUCCESSOR AGENCY REGULAR MEETING THURSDAY, APRIL 4, 2024 1:00 P.M. DRAFT MINUTES Meeting Location: City of Rancho Mirage City Hall - Council Chamber 69-825 Highway 111 Rancho Mirage, CA 92270 CALL TO ORDER - 1:01 P.M. a) Flag Salute: Led by Ryan Stendell, Director of Public Works. b) Roll Call: Mallotto, Marker, O’Keefe, Weill, Downs – All Present. NON-AGENDA PUBLIC COMMENTS Daryl Terrell, Moreno Valley resident, reported that Riverside County had recently adopted an ordinance regarding the unlawful possession of catalytic converters and urged the City Council to do the same. He provided a copy of Riverside County Ordinance No. 987. Susan Ragsdale, member of the public, presented gifts to Council Members and staff. She also spoke regarding alleged fraud related to her time living in Rancho Mirage and offered ideas that would bring her justice. Wally Melendez, member of the public, spoke regarding the seating arrangement of the City Council. He also spoke in favor of the City installing hydrogen charging stations like the City of Riverside. Brad Anderson, Rancho Mirage resident, commented on a previous agenda item for the City Manager’s performance evaluation. He suggested that the City Clerk’s position be elected instead of appointed. He also expressed disappointment regarding a recent article he referred to as a “hit piece.” 2-1 Y CITY OF RANCHO MIRAGE DRAFT 04/04/2024 Regular City Council Meeting Minutes  2 of 5     COUNCIL/BOARD MEMBER COMMENTS/REPORTS Mayor Downs asked the City Manager to provide an update on the City’s efforts regarding catalytic converter theft. Isaiah Hagerman, City Manager, reported that the Cove Cities (Indian Wells, Palm Desert, and Rancho Mirage) were currently developing an ordinance to address catalytic converter theft, which would resemble the Riverside County ordinance. Council Member Mallotto congratulated the Cultural Commission on their recent Artist event. She complimented the marketing department on the 50th anniversary book being distributed to Rancho Mirage residents. She also reported her attendance at the Desert AIDS Project Steve Chase Humanitarian Awards and spoke of the importance of the Desert AIDS Project organization. Mayor Pro Tem Weill echoed Council Member’s Mallotto’s comments about the 50th anniversary book and thanked the marketing department. He also provided an update on the Cotino development, including a video highlighting the project. Council Member Marker thanked the marketing department for the 50th anniversary book and their collaboration with Palm Springs Life. Council Member O’Keefe congratulated the Community Emergency Preparedness Commission on their recent earthquake preparation event. He shared that every Saturday in April, live entertainment at The River was sponsored by the Community Cultural Commission. He announced that a family-friendly Pixar concert by CV Symphony would be held on April 20th at the City’s amphitheater. Council Member O’Keefe also congratulated two residents on their recent achievements: Richard Ronzello on receiving a 2024 Senior Inspiration Award, and Dr. Terri Ketover on receiving a Chase Humanitarian Award by Desert AIDS Project. Mayor Downs spoke regarding the recent Galleri Classic Golf Tournament at Mission Hills, sharing a photo he took with Retief Goosen, winner of the Second Annual Galleri Classic. He spoke of the Galleri Test, an early cancer detection tool, and the different cancer charities supported by the Galleri Classic. Mayor Downs also provided an update on the Riverside County Transportation Commission’s 2024 Traffic Relief Plan. CITY MANAGER COMMENTS - None. CONSENT CALENDAR Isaiah Hagerman, City Manager, presented the following Consent Calendar items: 1. Waive Full Reading of All Ordinances Introduced or Adopted Pursuant to this Agenda. 2. Adopt Ordinance No. 1215, 2nd Reading, Repealing Ordinance 860, Deleting Section 17.10.014 (Revenue Generating Uses in Commercial Zoning Districts) from the Rancho Mirage Municipal Code. 2-2 DRAFT 04/04/2024 Regular City Council Meeting Minutes  3 of 5     3. Approve March 21, 2024, Regular Meeting Minutes. 4. Approve March 25, 2024, Special Meeting Minutes. 5. Approve Extension of Completion Date for Tract Map No. 36809 – Del Webb Rancho Mirage. 6. Approve Contracts. 7. Approve Demands. Public Comments – None. Mr. Hagerman announced that Council Members O’Keefe and Mallotto would recuse themselves from consideration of Consent Calendar Item No. 5, due to their residences being in the Del Webb Rancho Mirage community. MOVED/SECONDED BY WEILL/MARKER TO APPROVE CONSENT CALENDAR ITEM NOS. 1, 2, 3, 4, 6, AND 7, AS PRESENTED. MOTION CARRIED 5/0. MOVED/SECONDED BY WEILL/MARKER TO APPROVE CONSENT CALENDAR ITEM NO. 5 AS PRESENTED. MOTION CARRIED 3/0 (RECUSED: MALLOTTO AND O’KEEFE). REPORTS AND INFORMATIONAL ITEMS 8. Palm Springs International Airport Commission Update by Commissioner Keith Young. Public Comments – None. Commissioner Young provided an update regarding the Palm Springs Airport including information regarding alternative plans for terminal development and anticipated projects for 2024. Mayor Pro Tem Weill thanked Mr. Young for his thorough report. He mentioned how convenient it was to be able to park in the waiting area at the airport and asked if that option would be impacted by the new plan. Mr. Young responded that he was not certain, but he knew the subject waiting location was very much appreciated, and he would take the concern to the commission. Mayor Downs complimented the new Stay and Play concept and asked if such programs existed and were successful at other airports. He also inquired about the rental car building. Mr. Young replied that a few effectively operating programs were available at other airports. He also provided an update on the car rental location. 2-3 DRAFT 04/04/2024 Regular City Council Meeting Minutes  4 of 5     Council Member Marker mentioned a recent experience she had at Palm Springs Airport, where one TSA line had a very long wait time, while others were empty. She suggested the issue be addressed, so that lines and passengers were managed more efficiently, as convenience and efficiency were reasons travelers preferred that airport. She noted that local tourism was increasing, and it was important to maintain the intimacy of the airport. Mr. Young replied that the airport was not built to accommodate the number of passengers currently traveling during high peak season, noting he would relay the suggestion to the Executive Director. Council Member Mallotto complimented the airport and the commission for expanding to meet the needs of residents and visitors. ACTION CALENDAR 9. Consider Adopting Resolution No. 2024-(Next-In-Order), Declaring the City’s Intention to Annex Territory to Community Facilities District No. 1 and to Levy a Special Tax therein for Additional Police and Fire Services, Preliminarily Approve a Map of the Area Proposed to be Annexed, and Schedule a Public Hearing to Consider the Annexation and the Levy of Special Tax for Annexation No. 195. (In Connection with Tentative Parcel Map No. TPM 38692 - Eisenhower MCA Project) Jacob De La Cruz, Financial Analyst, presented the staff report. Public Comments – None. MOVED/SECONDED BY WEILL/MALLOTTO ADOPT RESOLUTION NO. 2024-13 DECLARING THE CITY’S INTENTION TO ANNEX TERRITORY TO COMMUNITY FACILITIES DISTRICT NO. 1 AND TO LEVY A SPECIAL TAX THEREIN FOR ADDITIONAL POLICE AND FIRE SERVICES, PRELIMINARILY APPROVE A MAP OF THE AREA PROPOSED TO BE ANNEXED, AND SCHEDULE A PUBLIC HEARING TO CONSIDER THE ANNEXATION AND THE LEVY OF THE SPECIAL TAX FOR ANNEXATION NO. 195. MOTION CARRIED 5/0. CLOSED SESSION AGENDA 1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Pursuant to California Government Code Section 54957 Public Employee: City Clerk/Board Secretary 2. CONFERENCE WITH LABOR NEGOTIATOR Pursuant to Government Code Section 54957.6(a) Designated City Labor Negotiator: Isaiah Hagerman, City Manager Employee Organization: Rancho Mirage Employees Association Colin Kirkpatrick, City Attorney, reported that the City Council would recess into closed session to confer with legal counsel regarding a performance evaluation of the City Clerk/Board Secretary, and a conference with labor negotiator regarding an employee organization, the Rancho Mirage Employees Association. 2-4 DRAFT 04/04/2024 Regular City Council Meeting Minutes  5 of 5     RECESS TO CLOSED SESSION The City Council, Library and Observatory Board, Housing Authority Board, and the City Council representing the Redevelopment Successor Agency recessed into Closed Session at 2:09 P.M. RECONVENE OPEN SESSION Mayor Downs reconvened the meeting at 3:31 P.M. CLOSED SESSION ANNOUNCEMENTS Colin Kirkpatrick, City Attorney, reported that there was no reportable action taken during closed session. ADJOURNMENT With no further business to consider, the meeting of the City Council, Library and Observatory Board, Housing Authority Board, and the City Council representing the Redevelopment Successor Agency was adjourned at 3:32 P.M. Date Approved by City Council: _______________________________ Kristie Ramos, City Clerk 2-5 9-1 CITY OF RANCHO MIRAGE: ~ STAFF REPORT TO: Mayor and City Council DATE: April 18, 2024 FROM: Gabe Codding, Director of Marketing SUBJECT: Amendment to Visit Greater Palm Springs Joint Powers Agreement SPECIFIC REQUEST OR RECOMMENDATION That the City Council approve and adopt Resolution No. 2024-(Next-in-Order), approving the Second Amended and Restated Visit Greater Palm Springs Joint Powers Agreement. JUSTIFICATION OR INFORMATION The Palm Springs Desert Resort Communities Convention and Visitors Authority, now known as "Visit Greater Palm Springs (VGPS)(," is a joint powers authority operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.). Visit Greater Palm Springs was formed in 1989. The operative legal document governing the joint powers authority is the Joint Powers Agreement, originally executed in 1989 and subsequently amended on multiple occasions, most recently in 2015. Visit Greater Palm Springs' Executive Committee adopted Resolution Nos. 2024-002 and 2024- 003, approving various amendments to the Joint Powers Agreement, and authorizing the President/Chief Execute Officer to take all reasonable steps to seek approval of the amendments by the legislative bodies of the JPA members. Among the revisions recommended are provisions for the City of Coachella to join the JPA agreement, establishing a regional economic development marketing strategy to be administered by VGPS, and new JPA member contributions. The Visit Greater Palm Springs staff report and resolution are attached to this staff report. ATTACHMENT(S) 1. VGPS Staff Report 2. VGPS Resolutions 3. Second Amended and Restated Joint Powers Agreement (Redline) 4. City Council Resolution AGENDA ITEM# 9-2 ATTACHMENT 1 VGPS STAFF REPORT (SEE ATTACHED) 9-3 "llisit' ~greater palm springs 70 100 fiii;wxu; lll / ran c ho mirag e, c o 9 2270 760 .110.9000 / soo .96 7.376 7 STAFF REPORT TO : JPA Executive Committee FROM: Scott White, President & CEO DATE: March 26, 2024 SUBJECT: RECOMMEND APPROVAL AND ADOPTION OF RESOLUTION NO. JPA 2024-003; A RESOLUTION OF THE JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE OF VISIT GREATER PALM SPRINGS APPROVING AN AMENDMENT TO SECTION 12 OF THE AMENDED AND RESTATED JOINT POWERS AGREEMENT REGARDING CONTRIBUTION SCHEDULE FOR JOINT POWERS AUTHORITY MEMBERS Staff Recommendation Staff recommends that the JPA Executive Committee approve and adopt Resolution No. JPA 2024 -003 . Background VGPS staff recommended adding the City of Coachella to the JPA Executive Committee. This recommendation was based on the new economic development diversity recruitment responsibilities and the addition of short-term vacation rentals in the City of Coachella. During the JPA agreement amendment process VGPS staff learned that when the JPA was first established, an entry and operation fee were required of all JPA member agencies . Upon executing the Joint Powers Agreement on February 1, 1989, the original JPA members (eight cities) paid an upfront fee to help establish the organization . Commencing July 1, 1989, and quarterly thereafter, each JPA member agency contributed an amount based on a funding formula . The interim funding fee and interim operation fee were divided among the JPA member cities . The interim fee was based on .55% x gross sales and the operation fee was based on the interim fee multiplied by 15.62%. Please see the original interim funding schedule below: Fiscal Year 1988/1989 Interim Funding Formula FY 1987-1988 FY 1987-1988 Estimated Gross Interim Ooeration X Citv Sales ~.55% 15.62% Desert Hot Sprin gs $ 3,338,000.00 $ 18,359 .00 $ 2,868.00 Pa lm Sp r in gs $ 63,333,000.00 $ 348,332 .00 $ 54,409.00 Cat h e dra l City $ 10,744,000.00 $ 59,092.00 $ 9,230 .00 Ra nc ho Mirage $ 23 ,750,000.00 $ 130,625.00 $ 20,404.00 Pa lm Dese rt $ 47,083,000.00 $ 258,957.00 $ 40,449.00 I ndi a n We ll s $ 9 ,857,000 .00 $ 54,214.00 $ 8,468 .00 La Quin ta $ 9 ,250,000.00 $ 50,875.00 $ 7,947.00 I ndio $ 5,375,000 .00 $ 29,563.00 $ 4,618.00 Co ach e lla $ -$ 10,000.00 $ 1,562.00 IQmJ. !Ii 172 . 730 nnn nn !Ii ~~n.011 nn !Ii 11;.n nnn nn 9-4 Riverside County joined the JPA Executive Committee in 1995. The amendment to the Joint Powers Agreement approving and adopting the membership of Riverside County established a minimum contribut ion of $30,000. The minimum annual contribution was subject to an annual increase at a rate of 5% per year. Outlined below are the historical payments made by Riverside County. Riverside County Annual Contribution 1995 $ 31,500.00 1996 $ 31,500.00 1997 $ 33,000.00 1998 $ 34,729.00 1999 $ 36,465.00 2000 $ 38,288.00 2001 $ 40,202.00 2002 $ 42,216.00 2003 $ 44,323.00 2004 $ 46,540.00 2005 $ 48,865.00 2006 $ 57,172.00 2007 $ 57,172.00 2008 $ 48,824.00 2009 $ 36,618.00 New JPA formula began Jan 201 o 201 O 1st half $ 18,309.00 FY 2010-2011 $ - FY 2011-2012 $ 12,000.00 FY 2012 through 2023 $ 12,500.00 When the TBID was established in 2009, the JPA formula was reduced by 75%. Riverside County annual contribution amount was reduced to align with the reduction of the JPA formula. Riverside County paid $12,500 each year since FY 12/13. We have no record why Riverside County has not used the established JPA formula that is currently .15% of gross rental revenues for non-convention lodging and .35% for convention lodging. For reference, the Riverside County estimated JPA formula contribution for FY 22/23 would have been $25,093. Based on the City of Coachella's historical transient occupancy tax (TOT) budget figures and using the JPA formula, the following table outlines what Coachella's annual JPA contribution would have been for previous years. These calculations are for reference: 21 Page 9-5 City of Coachella Gross JPA FY rroT Revenues Formula 2017/2018 $90,360.00 $1,004,000.00 $1,506.00 2018/2019 $133,385 .00 $1,482,055.56 $2,223.08 2019/2020 $227,076.00 $2,523,066.67 $3,784.60 2020/2021 $533,044.00 $5,922,711.11 $8,884.07 2021/2022 $710,666.00 $7,896,288.89 $11,844.43 2022/2023 $380,060.00 $4,222,888.89 $6,334.33 2023/2024 $500,000.00 $5,555,555.56 $8,333.33 Based on the formula from FY 88/89 and the most recent estimated TOT collections, the initial fee charged to Coachella to join the JPA Executive Committee would be as follows: The city of Coachella entry fee calculation is based on their FY 23/24 gross revenues estimate. $5,555,555.00 x .55% = $30,555 plus the operation fee ($30,555 x 15 .62%) = $4,772. The total amount would be $35,327. Staff are recommending any new member agency should pay the entry fee and the fee should be paid within 30 days of joining the JPA Executive Committee. Outlined below are the current JPA contribution estimates. These figures may fluctuate depending on the final gross revenues and are provided for reference. Visit Greater Palm Springs Funding Budgets -Desert Cities 'Fiscal Year 2023 -2024 ~PA Member 23/24 Annual Contribution Cathedral C ity $ 50,625.00 Desert Hot Spr ings $ 42,841.99 Indian Wells $ 285,714 .29 Indio $ 77,550.00 La Quinta $ 389,393.18 Palm Desert $ 425,000.00 Palm Springs $ 874,599.17 Rancho Mirage $ 374,591.80 Riverside County $ 12,500.00 Staff is recommending due to the additional responsibilities of economic development recruitment and the broader benefits recognized by the member agencies, a minimum annual JPA member contribution of $35,000 or the current JPA formula, whichever is greater should be required by all member agencies, including Riverside County. The minimum fee would increase annually based on the CPI for Southern California. The JPA formula would not be subject to the CPI adjustment. The annual JPA member contribution, whether the minimum fee or formula fee, would be paid quarterly to the organization and adjusted at the end of the fiscal year based on actual gross room revenues. 3I Page 9-6 ATTACHMENT 2 VGPS RESOLUTIONS (SEE ATTACHED) 9-7 Gary Gardner, Chair City of Desert Hot Springs Waymond Fermon, Vice Chair City of Indio Mark Carnevale City of Cathedral City Greg Sanders City of Indian Wells Linda Evans City of La Quinta Jan Harnlk City of Palm Desert Jeffrey Bernstein City of Palm Springs Steve Downs City of Rancho Mirage V . Manuel Perez County of Riverside JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE RESOLUTION NO. JPA 2024-002 A RESOLUTION OF THE JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE OF VISIT GREATER PALM SPRINGS APPROVING THE MEMBERSHIP OF THE CITY OF COACHELLA, EXPANDING THE TERRITORIAL LIMITS TO INCLUDE THE CITY OF COACHELLA, APPROVING AN AMENDMENT TO THE PURPOSE OF THE JOINT POWERS AUTHORITY, AND CREATING A 501(C)(6) ENTITY WHEREAS, Visit Greater Palm Springs (VGPS) is a Joint Powers Authority operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.), located in the County of Riverside, State of California; and WHEREAS, the JPA Executive Committee serves as the governing body of VGPS; and WHEREAS, the JPA Executive Committee adopted the Joint Powers Agreement ("Amended and Restated Agreement") on January 20, 2016 ("JPA Agreement"); and WHEREAS, section 24 of the JPA Agreement provides that the JPA Agreement may be amended from time to time by a two-thirds vote of the entire JPA Executive Committee and a unanimous vote of the VGPS members' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws; and WHEREAS, section 3 (Purpose) of the JPA Agreement provides that the purpose of VGPS is to form a joint powers authority to jointly encourage, promote, and to do such other things as might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention and tourism industry in the Coachella Valley and to attract visitors from national and international markets, all to the benefit of the VGPS Members and their constituents; and WHEREAS. section 8 (Additional Members) of the JPA Agreement provides that additional VGPS Members that qualify to join a joint powers authority under the Joint Exercise of Powers Act may be added as VGPS Members at any time by a two-thirds vote of the of the entire JPA Executive Committee and a unanimous vote of the VGPS Members' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws; and WHEREAS, section 10 (JPA Executive Committee -Power and Duties) of the JPA Agreement currently authorizes the JPA Executive Committee to appoint an advisory board (known as the Board of Directors) to conduct certain activities on behalf of the JPA; the JPA Executive Committee determines that it is in the best interests of the JPA to create a 501 (c) (6) entity, formerly the Board of Directors, to manage the destination activities of the JPA as further set forth below; and WHEREAS, section 11 (Territorial Boundaries) of the JPA Agreement, provides that VGPS territorial boundaries include the lands situated within the unincorporated areas of the Coachella Valley situated in the County of Riverside and the lands situated within the jurisdictional boundaries of the cities of Cathedral City, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Springs, Palm Desert and Rancho Mirage, as depicted in Exhibit A of the JPA Agreement. The territorial boundaries of 1 9-8 VGPS may only be changed by a two-thirds vote of the JPA Executive Committee and a unanimous vote of the [VGPS] Members' legislative bodies; and WHEREAS, in accordance with above referenced sections of the JPA Agreement, the JPA Executive Committee now desires to (l) revise the purpose set forth in the JPA Agreement as described below, (2) include the City of Coachella as a VGPS Member, (3) expand the territorial boundaries of the JPA to include the City of Coachella, and (4) create a 501 (c) (6) entity, formerly the Board of Directors, to manage the destination activities of the JPA. NOW, THEREFORE, BE IT RESOLVED by the JPA Executive Committee of Visit Greater Palm Springs as follows: Section 1. Recitals . That the Recitals set forth above are true and correct. Section 2 . The Purpose of the JPA. That the JPA Executive Committee hereby approves and adopts the following amendment to section 3 ("Purpose") of the JPA Agreement: The purpose of VGPS is to benefit all VGPS Members and their constituents by jointly: (a) Marketing, attracting, encouraging, promoting, and doing such other things as might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention and tourism industry in the Coachella Valley and to attract visitors from national and international markets; and (b) Doing such other things to promote and strengthen all aspects of the regional economy related to the hospitality, convention and tourism industry, and the diversification of the overall region's economy in the Coachella Valley. Section 3. VGPS Members . That the JPA Executive Comm ittee, having determined that the City is qualified to be a member of VGPS, hereby approves and adopts the following amendment to section 7 ("VGPS Members") of the JPA Agreement: The members of the JPA shall consist of the parties to this Agreement which includes the cities of Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage and the County of Riverside . 2 9-9 Section 4. Territorial Boundaries. That the JPA Executive Committee, having determined that the City is qualified to be a member of VGPS, hereby approves and adopts the following amendment to section 11 ("Territorial Boundaries") of the JPA Agreement: The JPA's territorial boundaries include the lands situated within the unincorporated areas of the Coachella Valley situated in the County of Riverside and the lands situated within the jurisdictional boundaries of the cities of Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Springs, Palm Desert and Rancho Mirage, as depicted in Exhibit A of this Agreement. The territorial boundaries of VGPS may only be changed by a two-thirds vote of the JPA Executive Committee and a unanimous vote of the VGPS Members' legislative bodies. Section 5. VGPS Member Agency Approval. That the JPA Executive Committee hereby approves and adopts the following amendment to section 1 0(c) ("Purpose") of the JPA Agreement: Delegate authority to manage destination activities to [Greater Palm Springs Business Alliance] GPSBA. The Board of Directors of the GPSBA shall consist of any number of persons associated with the local hospitality industry, which may include, but not be limited to, those who own, manage, govern or serve in senior staff positions for Lodging Establishments or businesses, eateries, public and private regional sports facilities, public and private museums, public and private convention and conference facilities, commercial air transport facilities, commercial ground transportation businesses, plus any other persons from any other industry deemed appropriate. The BPSBA shall manage the destination operations of VGPS, and shall be governed by bylaws, as amended from time to time. The GPSBA will oversee the daily operations, including but not limited to strategic development, marketing, travel trade, public relations, human resources and group sales, and employ an individual who shall serve as the President and Chief Executive Officer of the JPA, who shall be responsible for professionally supervising, managing and administering the day-to-day affairs of the JPA, hire and fire JPA employees, retain consultants and independent contractors and perform such other functions as needed. Termination of the President & Chief Executive Officer will require a majority vote of the JPA Executive Committee and GPSBA Board of Directors. Section 6. That the President/Chief Executive Officer of VGPS and/or his designee shall take all reasonable steps to seek (1) the approval of the membership of the City of Coachella, (2) the approval and adoption of the amendments to the JPA Agreement set forth above, and (3) the approval and adoption of a Second Amended and Restated Joint Powers Agreement in substantially the same form as attached hereto as Exhibit "A" and incorporated herein by this reference. 3 9-10 Section 7. Severa blllty. That the Executive Committee declares that, should any provision, section, paragraph, sentence, or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences, or words of this Resolution as hereby adopted shall remain in full force and effect. Section 8. Repeal of Conflicting Provisions. That all the provisions heretofore adopted by Visit Greater Palm Springs or the Executive Committee that are in conflict with the provisions of this Resolution are hereby repealed. Section 9. Effective Date. That this Resolution shall take effect immediately upon its adoption. Section 10. Certification. That the Clerk of the Executive Committee shall certify as to the adoption of this Resolution and shall cause the same to be processed in the manner required by law. PASSED, APPROVED AND ADOPTED at a special meeting of the Joint Powers Authority (JPA) Executive Committee of Visit Greater Palm Springs, held on the 29 day of February, 2024, by the following vote: AYES: NAYES: ABSENT: ABSTAIN: ATTEST: Gary Gardner, Chair Executive Committee Visit Greater Palm Springs Sarah Goslin, Clerk for the Executive Committee APPROVED AS TO FORM: Lena D. Wade, General Counsel 4 9-11 DocuSign Envelope ID : 1D900847-CD2B-49FF-A0AC-ED2FF9FAD161 Gary Gard ner, Ch air City o f Desert Ho t Sp ri ngs Wa ymond Fe rm an , Vice Cha i r City of I nd io Ma rk Ca rn ev a le City of Cathedral City Gr eg Sa nd e r s City of I ndian We ll s Lind a Ev a ns City o f La Qu inta Ja n Har nik City of Pa lm Dese r t Je ffre y Ber n ste in City of Pa lm Springs Steve Dow n s City of Rancho Mirage V . Ma n ue l Pe r ez County of Rive rside J O INT POWERS A UTHOR ITY EXEC UTIVE C OMMITTEE RESOLUTION NO. JPA 2024-003 A RESOLUTION OF THE JOINT POWERS AUTHORITY EXECUTIVE COMMITTEE OF VISIT GREATER PALM SPRINGS APPROVING AN AMENDMENT TO SECT ION 12 OF THE AMENDED AND RESTATED JOINT POWERS AGREEMENT REGARDING CONTRIBUTION SCHEDULE FOR JOINT POWERS AUTHORITY MEMBERS WHEREAS , Visit Greater Palm Springs (VGPS) is a Joint Powers Authority ("JPA") operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.), located in the County of Riverside, State of California; and WHEREAS, the JPA Executive Committee serves as the governing body of VGPS; and WHEREAS , the JP A Executive Committee adopted the Joint Powers Agreement ("Amended and Restated Agreement") on January 20 , 2016 ("JPA Agreement"); and WHEREAS, section 12 of the JPA Agreement sets forth the co ntribution amounts for JPA Members' participation in the JPA . Pursuant to the JPA Agreement, the contribution amounts may only be c hanged or amended with a unanimous vote of the JPA Executive Committee and a unanimou s vote o f the JPA Members' leg islativ e bodies; and WHEREAS , in accordance with the above referenced sect ions of the JPA Agreement, th e JPA Exe cu tiv e Committee now desires to revise the JPA Members' contribution amounts as set forth below. NOW, THEREFORE, BE IT RESOLVED by the JPA Executive Committee of Visit Greater Palm Springs as follows: Section 1. Recitals. That the Recitals set forth above are true and correct . Section 2. JPA Member Contributions. That the JPA Executive Committee hereby approves and adopts the followin g amendment to section 12 ("Contribution s") of the JPA Agreement: (a) Initial Membership Fee . Each new JPA Member shall pay to the JPA a one-( l) time entry fee and operation fee ca lcu lated as follows: (i) (ii) Entry Fee : The "Entry Fee" shall be calculated by multiplying the new JPA Member's current fiscal year's gross rev e nue estimate by .55 %. Operation Fee: The "Operation Fee" sha ll be calculated by multiplying the Entry Fee by 15.62%. Th e sum of the Entry Fee and the Operation Fee is due within thirty (30) days of a new JPA Member joining the JPA. 9-12 DocuSign Envelope ID: 1D900847-CD2B-49FF-AOAC-ED2FF9FAD161 (b) Annual Contribution. Each JPA Member shall pay to the JPA (i) the greater of $35,000 each year, or (ii) the applicable contribution amounts as set forth in the formula below, which may only be modified by a two -thirds vote of the entire JPA Executive Committee and a unanimous vote of the JPA Members' legislative bodies. JPA Members' legislative bodies shall, at a minimum, make quarterly payments of the annual contribution to VGPS. A contribution from each ofthe JPA Members is a funding mechanism equal to: .0015 x Gross Room Rental Revenue for Lodging Establishments excluding Convention Hotels, and .0035 x Gross Room Rental Revenue tor Convention Hotels (c) The Gross Room Rental Revenue described herein shall not include any transient occupancy tax rebate incentives provided by the JPA Members. Section 3. Initial Membership Fee for the City of Coachella. That the Entry Fee and Operation Fee for the City of Coachella for Fiscal Year 2023/2024 is $35,327 which has been calculated as follows: Entry Fee: $5,555,55 5 x . .55% = $30 ,555 Operation Fee __ 3=0='=55=5~-~x-~1 =5.=6=2~%~-=---~4~,7~7=2 Initial Membership Fee $35,327 Section 4. That the President/Chief Executive Officer of VGPS and/or his designee shall take all reasonable steps to) seek the approval of the amendment to section 12 of the JPA Agreement by the legislative bodies of the JPA Members. Section 5. Severablllty. That the Executive Committee declares that , should any provision, section, paragraph, sentence , or word of this Resolution be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation , the remaining provisions, sections, paragraphs, sentences , or words of this Resolution as hereby adopted shall remain in full force and effect. Section 6. Repeal of Conflicting Provisions. That all the provisions heretofore adopted by Visit Greater Palm Springs or the Executive Committee that are in conflict with the provisions of this Resolution are hereby repealed . Section 7. Effective Date. That this Resolution shall take effect immediately upon its adoption. Section 8. Certification . Tha t the Clerk of the Executive C ommittee shall certify a s to the adoption of this Resolution and shall cause the same to be processed in the manner required by law. [Remainder of this page intentionally left blank .] 2 9-13 DocuSign Envelope ID: 1D900847-CD2B-49FF-AOAC-ED2FF9FAD161 PASSED, APPROVED AND ADOPTED at a special meeting of the Joint Powers Authority (JPA) Executive Committee of Visit Greater Palm Springs, held on the 29 day of March, 2024, by the following vote: , 8 -Gary Gardner, Waymond Fermon, Greg Sanders, Linda Evans, Jan Harnik, Jeffrey Bernstein, Steve Downs, Joaquin AYES. Tijerina (Riverside County) NAYES: p ABSENT: 1 -Mark Carnevale (Cathedral City) ABSTAIN: (b ATTEST: ner, Chair Executive Committee Visit Greater Palm Springs ~th_'] Sarah Goslin,erktO.: the Executive Committee APPROVED AS TO FORM: G.;.I~~ Lena D. Wade, General Counsel 3 9-14 ATTACHMENT 3 SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT (REDLINE) (SEE ATTACHED) 9-15 Greater Palm SpriAgs Convention & Visitors Bureau VISIT GREATER PALM SPRINGS JOINT POWERS AGREEMENT ("Second Amended and Restated Agreement") A California Joint Powers Authority Created Pursuant to California Government Code Section 6500,. et seq. JANUARY 20 , 2016 2024 Formatted: Not Expanded by / Condensed by Formatted: Not Expanded by/ Condensed by 9-16 TABLE OF CONTENTS RECITALS ........................................................................................................................... I AGREEMENT ..................................................................................................................... 1 Section 1 Section 2 Section 3 Section 4 Section 5 Date Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Section 13 Section 14 Section 15 Section 16 Section 17 Section 18 Section 19 Definitions ....................................................................................... 1 Incorporation of Recitals ................................................................. 3 Purpose ............................................................................................ 3 Name ................................................................................................ 3 ffii.ti.tttFirst Amended and Restated Agreement Superseded -Effective 3 Termination ...................................................................................... 3 G¥B,!ft\ Members .......................................................................... 4 Additional Members ........................................................................ 4 Governing Body ............................................................................... 4 JP A Executive Committee -Powers and Duties ............................. 4 Territorial Boundaries ...................................................................... 5 Contributions ................................................................................... 6 Withdrawal ...................................................................................... 6 Separate Entity ............................................................................... +fl. Powers of the JPA ............................................................................ 7 Power to Invest ................................................................................ 9 Bonding ........................................................................................... 9 Treasurer and Auditor -Designations ............................................. 9 Treasurer -Duties and Responsibilities ........................................... 9 [ Formatted: Not Expanded by/ Conden sed by 9-17 Section 20 Section 21 Sect ion 22 Section 23 Section 24 Section 25 Section 26 Section 27 Section 28 Sect ion 29 Sect ion 30 EXHIBIT A Independent Audit ......................................................................... 10 Auditor's Duties ............................................................................ 10 Severability .................................................................................... I 0 Waiver ....................................................................................... -1-1-lQ Amendments .............................................................................. -1----1-lQ Ambiguities or Uncertainties ......................................................... 11 Applicab le Law .............................................................................. 11 Venue ............................................................................................. 11 Notices ........................................................................................... 11 Counterparts ................................................................................... 12 Privileges and Immunities ............................................................. 12 Territorial Boundaries .......................................................................................................... 16 9-18 This Second Am e nde d and Res ta ted Joint Powers Agreement {thi s "Ag ree me nt") js•. entered hereffii!!!Q. by and between the cities of Cathedral City , Coache ll <l.,. Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage, each an \ independent municipal corporation located in the County of Riverside, State of California, and Jhe County of Riverside, a political subdivision of the State of California, pursuant to the Joint Exercise of Powers Act, as set forth in section 650 0;. et seq. of the California Government Code. ( .. Agree menf ').Th e Joint Po we rs Authority is kno w n as ·'V is it G re at e r Palm S prin gs ·• r--vG PS''l. The parties to this Agreement are individually referred to herein as "G¥BJ.PA. Member" and collectively as "G¥BJ.PA.Members." RECITALS WHEREAS, pursuant to the Joint Exercise of Powers Act, if authorized by their• legislative or other governing bodies, two or more public agencies which include, but are not limited to, a county or city, may jointly exercise any power common to the contracting parties via a Joint Powers Agreement creating a Joint Powers Authority ("JP A"); and WHEREAS, the G-\LBJPA Members entered into the original joint powers agreement• on February 8, 1989, fo r the purpo se to jointly encourage, promote, and to do such other things as might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention and tourism industry in the Coachella Valley and to attract visitors from a world­ wide market, all to the benefit of the member organizations and their citizens via the exercise of all the expressed and implied powers the G-\LBJP A Members have in common; and WHEREAS, it is intended by the G-\LBJP A Members that this Agreement shall be• amendatory of the o ri g in a l j o int pov,·ers ag reem e ntFirst Amended and Res tate d Joint Powe rs A gree ment , dated Fe brua ry 8, l 989January 20 , 20 I 6 , including any subsequent amendments ("ffiifia.ffirst Am e nd ed and Restated,Agreement"), and shall restate, amend and supersede the lfi.it.ia.l First Am ended and Re stated Agreement in its entirety as of the Effective Date; and WH EREA S, tl~e C YB Me mb e rs, co nsi stin g o f th e c iti es o f Cath e d ra l C ity, Dese rt Hot S prin gs , IHdian We ll s, Indio , La Quint a, Palm Dese rt, Pa lm S prin gs and Ra nc ho Mirage and th e Co unt)' of Ri ve rs id e ha ve cons ent e d to re namin g th e JPA to th e "Greate r Palm Springs Co 1w enti on & Vi sitors Bureau " ("C VB'') fo r a ll purp oses. WHEREA S, on or about . 2024 . it was de te rmined by the VGP S Pres id e nt and Chi e f Exec utiv e Offi ce r and hi s s taff th at at leas t n.vo third s of the entire VGP S Exe cutiv e C ommittee and all of th e JPA Me mb e rs vote d to {i) add th e C ity of Coa c he ll a as a JPA Me mber. {ii) add th e Cit y of Coache ll a to the te rritoria l bound a ri es of th e JPA ; and {iii) am e nd th e purpo se of JPA as se t forth be low , amon g addition a l provi sion s as stated he re in ; and WHER EAS, on or about . 2024 , it was de te rmined by th e VG PS Pres id e nt and C hi e f Exe cutiv e Office r and hi s staff that at leas t two third s of the e ntire VG PS Exe cutiv e Committee and a ll of the JPA Me mbers vot ed to approv e for adoption and e xecution thi s Se cond Am e nd e d and Res tate d Joint Powers Agree me nt. NOW, THEREFORE, in consideration of the terms and conditions hereinafter set• Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Normal, Right: O" Formatted: Font: 12 pt Formatted: Font: 12 pt, Condensed by 0. 7 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Right: O" [ Formatted: Right: O" [ Formatted: Right: O" [ Formatted: Not Expanded by/ Condensed by [ Formatted: Right: O" 9-19 forth, and intending to be legally bound hereby, the G-¥-BJPA Members hereby covenant and agree as follows: 2 _ ----( Formatted: Font: Bold, Condensed by 0.1 pt 9-20 AGREEMENT Section t, Definitions The following words, term s and phrases shall hav e th e following meanings: '·Ad v isOF)' Board" sha ll mean th e bo ard app o in te d b)' th e JPA E,we uti•,•e Co mmitt ee fo r th e purposes d ese rib e d iR parag raph (c) o f SectioR I 0. "Additional JPA M e mb e rs" shall mean qualified o rg ani 2ati o ns municipalitie s that• may be added as members of G-¥-B-JPA as described in Section 8 . --Board of Direc tors .. s ha ll mea n th e Board of Direc to rs of th e Greate r Palm Sp r in gs Bus in ess A llian ce ( .. GP S BA") co mpri sed of pe rson s assoc iated with the lo cal ho spitali ty industr y for the purpo ses desc ribe d in Sec ti o n 10. "Convention Hot e l" sh a ll mean a hote l, mot e l o r s imil a r prop e rt y with 50 rooms or greater0 . '•Jo in t Exe rc ise of Powe rs Act " s ha ll m e an C ali forn ia Gove rnm e nt C od e sect io ns 6500-6536. that prov id es fac iliti es ··JP A"' shall mean th e Joint Powe rs Author itY,. and ~ des ig nedm ay al so be re ferrecJ. to. hos t meetin gs or gat he riR gs w it l1in or up o n th e sa m e p re mi ses o f th e hote l o r ,,..·it l1 in a faci li ty (he re in as YG PS. ··JP A Exe cuti ve Co mmitt ee .. sha ll mea n the JJ>A ·s go ve rnin g bod y form e d f or. e1.a n1pl e: co n•,<e nti o n ce nt ers, a u d it o rium s, o utd oo r \'e nu es, et c.) th a t is i11 c lose p ro,.imity of th e h o te l the purpo ses and hav in g th e powe rs a nd duti es se t forth in Section 10, ·'CVB r iscu l Yen(' s h a ll mea n th e p er iod eo mm e n c in g Jtil )' I of eve ry )'ear a nd en din g Jun e 30 of th e fo ll ow in g ca le nd a r ye a r. ~-·JPA Member" s hall mean an o rga ni w ti o na munici pa lit y that is party to this Agreement. "G-¥-B-JPA M e mb e rs" s hall mean , collectively , the orga ni za ti o n s muni c ipaliti es th at have entered into this A gree m e nt. "G-¥-B-JPA M ember Contributions" s hall m e an the annual contribution amounts duly established purs uant to Section 12 . ··G r.iate r P a lm 8 p r i11gs Co nvent io n & V is itors Bu reau " o r --cVB " s h a ll 111 .ia n th e Jo int Po w e rs Auth o rity fo rm e d b)' th e e iti e s o f C ath e d ra l C ity , Desert H o t S f)rin g s , Indi a n W e ll s , Indio , La Quinta , Pa lm D esert , P a lm S prin gs a nd R a nc ho M irage a nd t he Co unt y of Ri ve rs id e . 3 ( Formatted: Right: 0" ( Formatted: Right: 0" ( Formatted: Right: 0" ( Formatted: Character scale: 100% Formatted : Character scale: 100% Formatted: Character scale: 100% Formatted : Character scale: 100%, Not Expanded by / Conden se d by Formatted: Character scale: 100% Formatted: Character scale: 100%, Expanded by 4 pt Formatted: Character scale: 100% Formatted: Right: 0" ( Formatted: Not Expanded by/ Cond ense d by 9-21 "Lodging Establishments :· as referenced in Section I 0, Paragraph C ,.:.'. shall mean◄ any structure, which is occupied or intended or designed for use or occupancy by transients, including but not limited to hotel, resort, motel, inn and individually owned structures; single family homes, duplexes, triplexes, mobile homes, or any privatepub lic or private c lubs, campgrounds. mob il e homes or house trai lers at fixed locations, or other li ke structure or portion thereof and dwelling utilized for short term rental and subject to local transient occupancy tax. ..,. UJoint Ei;·ere ise @f Po•Ners ,'\et '~ shall mean Ca liffirn ia G@ enulHn=tt Co ft e seetions MQQliBli. ··JPA fo,ecutive CommiHee " shall mean the CVB's go·,·erning aod:Y formed for the purposes and having the pov,•ers and duties set forth in Section I 0. A ··Non Convention Hotel " shall mean any structure , with the exception of the previously delined ··Convention Hotels ," or Elll)' portion of any structure which is occupied or intended or designed for use or occupancy ay transients including, aut not limited to, dwelling , lodging or s leeping purposes and i1rn ludes any lrntel , inn , tourist home or house , motel , studio hotel , Bachelor hotel , lodging house, rooming house , apartment house, dormitor)', pualic or private c lue , campground , moai le home or house trailer at a fiKed location, or other like structure or portion thereof. J>Jon Convention I lotel includes a recreational veliiele , as defined in Cal. I lealth & Safe!)' Code ~ 180 IO and campgrounds . Partner" shall mean a non-governmental entity whose business and activities are directly related to the convention or tourism industry and the purposes of this Agreement. "President and Chief Executive Officer" shall mean the individual employed by G\LBVGPS , who is responsible for professionally supervising, managing, and administering C-¥B2sVGPS ·s day-to-day affairs as described in paragraph (e) ofSection 10 and elsewhere in this Agreement. ··TBIIY-sha ll mean Tour ism Business Improvement District assessment . ___ "Technical Advisory Committee" or ··TAC" shall mean the committee which may be◄ appointed by a majority vote of C-¥B2sVGPS's JPA Executive Committee for the purposes described in paragraph (d) of Section 10. "Treasurer" shall mean the individual appointed by C-¥B2sYGPS "s JPA Executive Committee to serve the functions described at Section 19 and may be the same individual appointed as Auditor ~ ·'YGl'S Fiscal Year ·· sha ll mean the per iod commencing Ju ly of every year and e nding J une 30 of the fo ll owing ca lendar year. ·•Visit Greater !'aim Springs .. or ··VGPS '' shall mean the Joint Powers Authority 4 [ Formatted: Right: O" [ Formatted: Character scale: 100% [ Formatted: Right: O" [ Formatted: Indent: First line: O", Right: O" [ Formatted: Right: O" [ Formatted: Condensed by 0.1 pt 9-22 fo rm e d by the citi es of C a t hedral C ity. Co ach e lla. Dese rt Ho t S prin gs, Indian Well s, Indi o, La Quinta. Palm Dese rt , Palm Sp rin gs and Ran c ho Mirage, and th e C ounty of Ri ve rs id e . Section 2. Incorporation of Recitals The foregoing recitals are incorporated into this Agreement by this reference as though fully set forth herein. Section 3. Purpose The purpose of thi s Ag ree meAtVGP S is to fo rm a j o iA t powers a uth o rit)' to bene fit a ll JPA Me mbe rs and the ir co nstitue nts by jointly e Aeo urage , p romo te, a nd to do~ (a) Marketin g, attractin g, e ncourag ing, prom otin g. a nd doin g such other things as• might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention, and tourism industry in the Coachella Valley and to attract visitors from national and international markets , a ll to the benefit of t he C V B Member s a nd tl~eir eo Asti t ue At s.; a nd (b) Doin g s uch other thin gs to promote and stre ngth en all aspects of th e reg ion al econom y related to th e ho spitalit y, conve ntion and touri sm indu str y, and th e div e rsification of th e entire econom y of th e Coac he ll a Vall ey . Section 4. Name The name of the JPA shall be fhe..!'··Vi s it Greater Palm Springs Co Ave Ati oA & V is itors· Bu reau ·· ("CYB '" ("VGP S") or such other name that may be changed at any time by a resolution approved and adopted by a two-thirds vote of the entire JP A Executive Committee. Section 5. lfl#i.o.lFirs t A mended and Re s tated Agreement. Superseded Effective Date It is intended by the C-¥-B-JP A Members that this Agreement shall be amendatory of• the lfi.i-tialFirst Am end ed and Restated Agreement and shall restate, amend and supersede the lfi.i-tialFir st Am end ed and Res tated Agreement. Upon its Effective Date , this Agreement shall govern the relationship of the C-¥-B-JPA Members. This Agreement shall become effective on the date this Agreement is approved by a two-thirds vote of the entire membership of the JPA Executive Committee and a two-thirds vote of the C-¥-B-lft\.Members' legislative bodies ("Effective Date"). Section 6. Termination (a) This Agreement may be terminated by unanimous vote of all the C-¥-B-JP A Members ' legislative bodies provided, however, the foregoing shall not be construed as limiting the rights of a C-¥-B-JP A Member to withdraw its membership in the JPA, and thus terminate this Agreement with respect to such withdrawing C-¥-B-lft\. Member as described in Section I 3; and 5 Formatted: Indent: Left: O", First line: 0.5'', Right: O", Numbered + Level : 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75" [ Formatted: Right: O" Formatted: Not Expanded by / Condensed by Formatted: Not Expanded by/ Condensed by Formatted: Indent: Left: 0.5", Hanging: 1" Formatted: Right: O" [ Formatted: Not Expanded by / Condensed by Formatted: Not Expanded by/ Condensed by Formatted: Indent: Left: 0.5", Right: O", Tab stops : Not at 1.1" 9-23 (b) Pursuant to section 6512 of the Government Code, upon termination of this Agreement and dissolution of the JP A, any surplus money on hand with the JP A shall be returned to the GV-BJ.EA Members' treasuries in proportion to the GV-BJ.EA Member Contributions made by the respective GV-BJPA Member to the JPA. (c) Upon te rminati on o f thi s A greement and di ss oluti on of th e JP A. all of th e reso ur ces of th e JP A sha ll be used in an e ffort to ensure th at 100% of th e pension li ability is fund ed . Pursuant to Gove rnm e nt Co de se ction 6508 .2, any rema inin g obli gation s of the JP A pension plan and other po st-e mp loy ment benefit liabiliti es shall be ass um ed by JPA Memb e rs. T he JP A w ill mainta in a po li cy of fundin g it s pe nsion liability at a minimum o f 85% and w ill prom ptl y notify J PA Members at any tim e thi s thres hold is not met. Section 7. t¥-BJ PA Members The members of the JPA shall consist of the parties to this Agreement which include the• cities of Cathedral City, Coac he ll a, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage, and the County of Riverside. Section 8. Additional Members Additional GV-BJP A Members that qualify to join a joint powers authority under the◄ Joint Exercise of Powers Act may be added as GV-BJP A Members at any time by a two-thirds vote of the of the entire JPA Executive Committee and a unanimous vote of the GV-BJP A Members ' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws. Section 9. Governing Body (a) The governing body of the JPA shall be known as the JPA Executive Committee• and it shall be comprised of: (i) a duly elected or appointed council member of each city GV-BJP A Member; and (ii) a member ofthe Riverside County Board of Supervisors. (b) Only those members ofthe JPA Executive Committee, whose agencies pay the GV-BJP A Member Contributions , as set forth in this Agreement, shall be entitled to vote. Section 10. JPA Executive Committee -Powers and Duties The JPA Executive Committee, consistent with this Agreement and all applicable laws,• shall exercise all the powers and perform all duties necessary to conduct the business of the JP A, either directly or by delegation of its authority, as the JPA Executive Committee deems appropriate, which shall include but not be limited to the following : (a) Adopt bylaws or rules of procedure to provide for the organization and• administration of the JPA, as the JPA Executive Committee deems appropriate by a majority vote ofthe JPA Executive Committee; (b) Approve and adopt a budget for the JPA prior to the commencement of the JP A 's• 6 Formatted: Condensed by 0.1 pt Formatted: Condensed by 0.1 pt [ Formatted: Right o·· [ Formatted: Right: 0" [ Formatted: Right: 0" [ Formatted: Right: 0" [ Formatted: Indent: First lin e: 0.5'', Right: 0" , Formatted: Indent: Left: 0.5'', First line: 0", Right: 0", Tab stops: Not at 1.1" [ Formatted: Right: 0" 9-24 subsequent fiscal year, the term of which shall be set by a majority vote of the JP A Executive Committee ; (c) Apflo int an advisOf)' aoard consis tin g(c) De legate authori ty to m a n age ◄ des tin a ti o n acti v iti es a nd th e da il y operati o ns o f VG PS to G PSBA, in c ludin g but no t limited to stra teg ic deve lo pme nt. ma rke tin g, trave l tra de, publi c re lat io ns. hum a n reso ur ces an d grou p sa les, and emplo y an indi v idu a l who sha ll se rve as th e Pres ide nt and C hi ef Executi ve Offi ce r o f th e JP A. who shall be respo nsibl e for profess ion a ll y supe rvi sin g, man ag in g and admini sterin g th e day-to-day affa irs of the JP A, hir e and fi re J PA employees, re tain con sult ant s and indepe ndent contrac to rs and perfo rm such other fun cti o ns as nee ded . Terminati on o f th e • .. , Presi dent & Chi e f Exec uti ve Office r w ill req uire a ma jo rity vote of the JP A Exec uti ve I : , Co mmi ttee a nd GPSBA Board ~f Dire~to rs. T he Board ~f ~ire_cto rs of the ?PS BA ~ha ll co ns ist / o tjmy number o tpersons associated with theJ ocaUiosp1tahty •• mdustry, wh1ch.Jn ay.,1 nclude,..but • p ot_beJ imitedJo ,J hose .. whqp wn ,JT1 anage, govern or serve in senior staff positions for Lodging Establishments or businesses, eateries, public and private regional sports facilities, public and private museums, public and private convention and conference facilities, commercial air transport facilities, commercial ground .transportation businesses, plus any other persons from any other industry deemed appropriate ay the JPA EJ,ecuti\<e Comm ittee ;. Th e G PS BA sha ll manage th e destin ation ope rati ons of VG PS. and sha ll be gove rn ed by bylaws, as am end ed fro m tim e to tim e. Acti v iti es oth er th an touri sm re lated acti viti es. s uc h as but not limited to eco nomi c di ve rs ifi cation e fforts, sha ll re ma in the resp on s ibilit y of the JP A and sha ll be gove rn e d by the J PA Me mbe rs a ncl/o r the ir ass ignee(s) as de te rmined by t he J PA Executive Co mmittee. . ( d) Appoint from time to time, if deemed necessary by a majority vote of the JP A ◄ Executive Committee, a Technical Advisory Committee (TAC) consisting of a staff member employed by each ~JP A Member as designated by the respective JP A Executive Committee member, for purposes of advising the JPA Executive Committee on any technical issues of the JP A that the JP A Executive Committee may need advice on; (e) Emp loy an individua l who s hall serve as the Pres ident and Ch ief Execu tive Officer of tl~e J PA, ,,.,,ho sha ll be respons ia le for professiona ll y superv ising, manag ing and adm in ister ing t he day to day affairs of the JPA , hire and tire JPA emp loyees, retain consu ltants and independent contractors and perform such ot l~er fimct ions as the JPA Execut ive Comm ittee 1118)' designate ; ff) .<tl__Retain an individual licensed to practice law in the State of California◄ who shall serve as General Legal Counsel for the JPA and who shall assist the JPA with any legal assistance as may be requested by the JPA Executive Committee or President/Chief Executive Officer or their authorized designees; and fg:)ffi_Create any committees, sub-committees, advisory conm~ittees and advisory◄ eearesco mmittees , as deemed necessary by a majority vote of the JPA Executive Committee, to advance and/or achieve the purposes set forth in th is Agreement. tfl){gl_Pursuant to Section 6509 of the Government Code, the powers set forth in this◄ \ '' 7 Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C ' Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C 9-25 Agreement shall be subject to the restrictions upon the manner of exercising such similar powers as are imposed on the City ofRancho Mirage in the exercise of similar powers . ,Sectjon.lL Territorial Boundaries The JPA's territorial boundaries include the lands situated within the unincorporated• areas of the Coachella Valley situated in the County of Riverside and the lands situated within the jurisdictional boundaries of the cities of Cathedral City, Coach e lla, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Springs, Palm Desert and Rancho Mirage, as depicted in Exhibit A of this Agreement. The territorial boundaries of the G-1/-BVGP S may only be changed by a two-thirds vote of the JP A Executive Committee and a unanimous vote of the G-1/-BJP A Members' legislative bodies. . Section 12. Contributions (a) Initial Me mb e rs hip Fee. Each G-1/-Bn ew JPA Member shall pay to the JPA-1! on e -( I) tim e entry fee a nd op e ration fee calculate d a s follow s: (i) (ii) Entr y Fee : Th e .. E ntr y F ee '· s ha ll be cal c ul a ted by multipl y in g th e ne \\· JPA Me mb e r 's c urr e nt fi s ca l year 's gro ss reve nu e es timat e bv .55°/4,. Ope ration Fee: Th e: '·Ope ration Fee " sha ll be ca lcul ated by rnulti plvin g the Entr y Fee by 15 .6 2%. The s um of the Ent1y Fee and the Operation Fee is due within thirty (30) days ofa ne w JPA Me mbe r joinin g the JPA. fa,(b) A nnual Contribution . Each JPA Memb e r sha ll pay to th e JP A (i) th e grea te r o f• $35,000 each ye ar . or (ii) the applicable contribution amounts as set forth in the formula below, which may only be modified by a two-thirds vote of the entire JPA Executive Committee and a unanimous vote ofthe G-1/-BJP A Members' legislative bodies. T he 13 roY is io As of thi s secti o n may o nl y be chaA ge d or a me nde d w ith a unaAimou s vote o f the J PA Execut ive Co mmitt ee a nd a unanimou s vote o f the C VBJP A Members' legislative bodies sha ll , at a minimum . make q uart erl y pay ment s o f th e annu a l contribution to VGP S .• ___ A contribution from each of the G-1/-B:!.fA Members is a funding mechanism equal to ~ .0015 x Gross Room Rental Revenue for Neti-Lodg in g Es ta bli shm e nts exc ludin g◄ Conventio n. Hotels, and .0035 x Gross Room Rental Revenue for Convention Hotels fb)fill_ The Gross-14etel Room Rental Revenue described herein shall not include any ◄ transient occupancy tax rebate incentives provided by the G-1/-B:!.fA Members . Section 13. Withdrawal 8 Formatted: Thick underline Formatted: Thick underline Formatted: Right O" Formatted: No underline, Underline color: Auto Formatted: Body Text, Tab stops: Not at 1.65" Formatted: Indent: Left: O", First line: 0.5'', Right O", Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at: 0.5" Formatted: Double strikethrough Formatted: Indent: Left: 0.5", First line: O" Formatted: Not Expanded by / Condensed by Formatted: Condensed by 0.25 pt Formatted: Indent: Left: 1", Fir st line: O" Formatted: Not Expanded by/ Condensed by Formatted: Indent: Left: O", First line: 0.5'', Right: O", Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at 0.5'' Formatted: Not Expanded by / Condensed by 9-26 Any Party may withdraw as a G-¥-BJP A Member and the obligations under this Agreement subject to the following conditions: (a) The withdrawing G-¥-BJP A Member's legislative body submits a duly adopted resolution to the JPA Executive Committee providing Notice of Withdrawal. (b) The effective date of withdrawal shall always be the last day ofthe G-¥-B-'-VG PS ' s Fiscal Year. (c) All G-¥-BJP A Member Contributions must be paid in full by the withdrawing G-¥-BJP A Member through the end of the current G-¥-BVG PS Fiscal Year of the year when the withdrawing G-¥-BJP A Member provides its Notice ofWithdrawal as well as the following G-¥-BVG PS Fiscal Year. (d) After giving notice of withdrawal, a withdrawing G-¥-BJP A Member shall not have voting privileges on the JP A Executive Committee except for operating budget items through the effective date of withdrawal. (e) A withdrawing G-¥-BJP A Member may again become a party to this Agreement on condition that it pays to the treasury of the G-¥-B VG PS an amount equal to all G-¥-B JPA Member Contributions which the withdrawing G-¥-BJP A Member would have been required to pay if it had not withdrawn from participation. (f) Partners within the territorial boundaries of the G-¥-BVGPS may remain active Partners as long as their respective government entity is a G-¥-BJP A Member and during the period of their G-¥-BJP A Member's withdrawal from the Joint Powers Agreement. . (g) In th e eve nt o f w ithd rawa l by a J PA Me mber, th e J PA sha ll co ntinu e to be e ntitl ed to th e full amo un t of th e TB ID unl ess a nd u ntil the TB ID exp ires w ith o ut re newa l or is di ses tabli shed pu rs uant to th e Proper ty a nd Bus in ess Im prove me nt Area Law of 1994, Stree ts & Hi ghways Code §366 00 e t seq . T he withd raw in g JP A Me m ber sha ll co ntinu e to be respo ns ibl e for co llect in g the TB ID o n a monthl y bas is (in c ludin g any de lin q ue nc ies, pe na lti es and inte rest) from eac h assesse d bu s iness and forwardin g th e sa me to th e JP A. Section 14. Ex pul sion /W ithd ra wal A JP A Me mbe r may be expe ll ed or suspe nded by a two-t hird s (2 /3) vo te of the VGPS Exec uti ve Commi ttee for an eve nt of breac h of t hi s Ag ree me nt or the By laws, as a me nd ed fro m ti me to ti me, as de termined by the re ma ini ng me mbers of the J PA Exec uti ve Co mmi ttee . T he proce dures fo r hear in g and not ice of exp ul s ion and s uspe ns io n s ha ll be set fort h in th e by laws of th e J PA Exec ut ive Co mmi ttee . "'S""e""ct,.,,io:::.n:.:...:.1~5,_. __ Separate Entity P-tt-FsttaRtExcep t fo r te rmin ati o n as pro v id ed in Secti o n 6 of thi s Ag ree me nt , purs uant to◄ section 6507 of the Government Code, this JPA shall at all times be an independent public entity separate from the parties to this Agreement, and the debts, liabilities and obligations of the JP A 9 Formatted: Condensed by 0.1 pt Formatted: List Paragraph, Left, Tab stops: Not at 1" Formatted: Underline, Underline color: Custom Color(RGB(40,40,40)), Character scale: 100%, Raised by 0.5 pt Formatted: Underline, Underline color: Custom Color(RGB(40,40,40)), Character scale: 100%, Condensed by 0.2 pt, Raised by 0.5 pt Formatted: Underline, Underline col or: Custom Color(RGB(40,40,40)), Character scale: 100%, Raised by 0.5 pt Formatted: Raised by 0.5 pt Formatted: Right: 0" 9-27 shall be its sole responsibility and shall not become the debts, liabilities, or obligations of any one G¥BJP A Member except that any G\l-B,JPA Member may separately contract for, or assume responsibility for specific debts, liabilities, or obligations of the JP A. Sectjon -t-S16, Powers of the JPA Pursuant to the Joint Exercise of Powers Act, as set forth in section 6500, et seq. of the◄ California Government Code, this JP A shall have the authority to exercise any power common to the contracting parties, including without limitation any of the following: (a) The power to make, enter into and perform all necessary contracts; (b) The power to engage necessary employees, to define their qualifications and◄ duties and to provide a schedule of compensation for performance of their duties; ~f.!2)_ The power to retain agents, independent contractors and consultants, including◄ without limitation the power to engage legal counsel and other professional services; Wf.fL The power to acquire , construct, manage, maintain or operate any building,◄ works or improvements; ~@_ The power to acquire by purchase, grant, gift, lease or other lawful means any◄ real property or any personal property that may be necessary or proper to carry out the purposes and intent of the JP A; fB{fil_ The power to hold any real property or any personal property that may be• necessary or proper to carry out the purposes and intent of the JPA ; fgji..!l.._ The power to sell , lease or otherwise dispose of any real or personal property◄ including exchanging equivalent properties ifit is deemed to be in the best interests of the JPA; f!B.{g)_ The power to donate any surplus real or personal property to any public agency◄ or nonprofit organization; fij.(hl_The power to incur debts, liabilities or obligations, including without limitation◄ the power to borrow money, give security therefore, and purchase on contract; f:H.Lll_ The power to raise revenue for any public purpose consistent with the JPA 's◄ purposes, as set forth in this Agreement, through any legal and appropriate means other than levying a tax or assessment beyond the scope of those assessments which may be established and levied pursuant to the Parking and Business Improvement Area Law of 1989, Streets & Highways Code §36500 et seq., and the Property and Business Improvement District Law of 1994, Streets & Highways Code §36600 et seq; .(iL_ The power to form , renew, and modify improvement districts including all Lodging Establishments, as defined in Section 1, pursuant to the Parking and Business Improvement Area Law of 1989, Streets & Highways Code §36500 et seq ., and the Property [ Formatted: Right: 0" [ Formatted: Right: 0" [ Formatted: Indent: First line: 0.5'', Right: 0" Formatted: Right: 0" Formatted: Indent: First line: 0.5'', Right: 0" [ Formatted: Indent: First line: 0.5", Right: 0" [ Formatted: Indent: First line: 0.5'', Right: 0" • [ Formatted : Indent: First line: 0.5", Right: 0" [ Formatted: Indent: First line: 0.5'', Right: 0" [ Formatted: Indent: First line: 0.5'', Right: 0" [ Formatted: Indent: First line: 0.5", Right 0" [ Formatted: Indent: Left: 1.18", Tab stops: Not at 1" 9-28 and Business Improvement District Law of 1994, Streets & Highways Code §36600 et seq., which authorizes joint powers agencies to establish, m o d ify a nd re new parking and business improvement areas and property and business improvement districts for the purpose of tourism promotion. Approval of this agrne1Hent/\gree me nt by the G\LBJP A Members constitutes consent.,..fi) to-_;_ fltj.ill_the formation of the Greater Palm Springs Convention & Visitors◄ Bureau Tourism Marketing District adopted pursuant to Ordinance No. 2013-001, including all proceedings and actions previously taken by the CYB in eon neet io n wi H1 fon Hat ion of the said distriet ('·20 13 TMD "); (ii ) to form an improvement d istr iet not to exceed an assessment rate of one pe rcent (I%) on Lodg in g es tae li sl~me nts not current!;' eeing assessed un der the 20 13 TMD or t he Pa hH Springs Dese rt Resort Co mmu nit ies Tour is m Business Im provement Distric t es tae li s l~ed B)' Ord inan ce }Jo. 883 of t he Count)' of Riverside ("Touris m BID "); and (iii ) to co nso lidate th e 20 13 TMD a nd Tou ri sm B ID as long as th e overa ll assess me nt rate does not exceed thr ee pe rce nt (3%) o n the ent ities current ly eeing assessed the re in;VG PS in co nn ec ti o n with fo rm a ti o n of th e sa id di stri ct ("2 01 3 TMD "); a nd (ii ) the for mati o n of th e G rea te r Pa lm S prin gs To uri s m Bus iness Im prove me nt Di stri ct purs ua nt to Reso lu t io n No. 201 6-00 4 a nd to levy a n assess me nt of three pe rce nt (3%) on Co nve nti o n Hot e ls; (iii ) t h e renewa l of th e Greate r Pa lm Sprin gs T ouri s m Bus iness Im pro ve me nt Di s tri ct p urs uant to Ord in ance No . 20 20 -005 ( .. 20 2 1 TB HY'l and to levy an assess me nt of three pe rce nt (3%) o n Co n ve nti o n H ote ls a nd o ne perce nt (I %) o n vaca ti o n re n ta ls: fBfil_ The power to adopt rules, regulations, resolutions and ordinances that may be ◄- necessary or proper to carry out the purposes and intent of the JP A; ffnj(.ll__The power to enforce rules, regulations, resolutions and ordinances for the administration, maintenance and operation of the JPA; W.C!:!!1_ The power to enter into joint powers agreements pursuant to the Joint Exercise ◄ of Powers Act, as set forth in section 6500, et seq. of the Government Code; Wi!!L The power to provide insurance . pursuant to section 989 of the Government ◄ Code, .et seq.; fp){QL The power to sue and be sued in the name of the JPA; WiPL...The power to conduct certain activities of the JPA in any state or territory of the United◄ , States of America or in any foreign country, related to grow in g and di ve rs ify in g th e eco no my t hro ugh p romoting and marketing all aspects of the hospitality , convention and tourism industry in the Coachella Valley for the purpose of attracting visitors, gro ups, mee tin gs, co n vent ion s a nd new bu s in esses from national and international markets, as permitted pursuant to Government Code section 37110; (8.(g)_ The power to travel domestically and internationally that is necessary or proper◄ 11 Formatted: Indent: Left: 0", First line: 1 ", Right: 0", Numbered + Level: 1 + Numbering Style: i, ii, iii, ... + Start at: 1 + Alignment: Left+ Aligned at: 0.75" + Indent at: 1.25", Widow/Orphan control, Tab stops: Not at 1" + 1.17" Formatted: Normal, Right: 0", Tab stops: Not at 1" + 1.17'' Formatted: Indent: First line: 0.5'', Right: 0", Widow/Orphan control , Tab stops: Not at 1" + 1.17'' Formatted: Indent: Left: 1.18", Tab stops: Not at 1" Formatted: Indent: First line: 0.5", Right: 0", Widow/Orphan contro l, Tab stops: Not at 1" + 1.17'' Formatted: Indent: First line: 0.5", Right: 0" Formatted: Condensed by 0.1 pt [ Formatted: Indent: First line: 0.5", Right: O" Formatted: normaltextrun, Font: 11 pt, Pattern: Clear (White) Formatted: Indent: First line: 0.5'', Right: 0" Formatted: norma ltextrun, Font: 11 pt, Pattern: Clear (White) Formatted: normaltextrun, Font: 11 pt, Pattern: Clear (White) [ Formatted: Indent: First line: 0.5", Right: 0" 9-29 to carrying out the purposes and intent of the JPA; ~.(rl_ The power to provide staff and resource support, financial assistance and• subsidies to other public agencies , non-profit organizations and the private sector for purposes consistent with the purpose and intent of the JPA; ftjw..._.The_..p ower toJ obby_..on..behal (.o(travel and Jourism~ and economic development;: _ - Wfil_.The power to form a non-profit corporation or other affiliated non-profit entities fo U he,p urpose .. o (promoting ancf..enhancing aI L aspects .. o (Jhe. hospitalit)', eonvent ion and .tourism and eco nomic deve lopmen~ industry; and MM_ The power to take any and all actions neces sary for, or incidental to, the powers• ex pressed or implied by this Agreement and all applicable laws, Sectjop ¾ 17. Power to Invest Pursuant to Government Code section 6509.5, the JPA shall have the power to invest• any money in its treasury pursuant to the provisions set forth in Government Code section 6505.5 that is not required for the immediate necessities of the JPA, as the JPA may determine from time to time is advisable, in the same manner and upon the same conditions as local agencies pursuant to Government Code section 53601, Section +718, Bonding Pursuant to Government Code section 6505. I, individuals occupying the following• positions shall file an official bond in an amount deemed sufficient by the JP A Executive Committee: (a) President/ChiefExecutive Officer; (b) Director of Finance; and (c) Treasurer, Section f8 19, Treasurer and Auditor -Designations Pursuant to Government Code section 6505 ,6, the JPA Executive Committee shall• designate by resolution an officer or employee of the JPA to fill the functions of Treasurer and Auditor of the JP A, and the JP A Executive Committee may appoint one qualified person to serve as both Treasurer and Auditor or two qualified persons to serve as each separately, Section -1-920 , Treasurer -Duties and Responsibilities Pursuant to section 6505 .5 Government Code, the Treasurer shall do all of the following: (a) Receive and receipt (account) for all money of the JPA and place it in the• 12 \ I Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C ' Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C Formatted C 9-30 treasury of the Treasurer so designated to the credit of the JP A; (b) Be respons ible, upon his or her official bond, for the safekeeping and disbursement of all JPA money so held by the Treasurer; Pa;', when due , out of mone;' of the JPA he ld O)' t he Treasurnr, a ll sums pa;'ab le on outstanding bonds and coupons of the JPA; (c) Pay when due, out of the money of the JPA held by the Treasurer, all sums payable on outstanding bonds and coupons of the JPA; (d) Pay any other sums due from the JPA from JPA money, or any portion thereof,• , only upon warrants of the public officer performing the functions of auditor or controller who has been designated by this Agreement; and (e) Verify and report in writing on the first da;· of Ju ly, October, January and Apri l· ~no less th an five (5) tim es per year to the President/Chief Executive Officer, the JPA Executive Committee and to all Parties the amount of money the Treasurer ho ldsfi nanc ial state ment of activ it ies for the JPA, the amount of receipts since the Treast1rer 's last report , and the amount pa id out since the Treasure r's last report~. 13 Formatted: Indent: Left: 1.18", First line: 0.5'', Tab stops: Not at 1.06" Formatted: Ind ent: Left: 0", First line: 0.44", Tab stops: 1.06", Left ' Formatted: Right: 0" -[ Formatted: Right: 0" Formatted: Font: Not Bold, No underline, Underline color: Auto, Character scale: 100% 9-31 Section W2 I , Independent Audit Pursuant to section 6505 .6 of the Government Code, the Treasurer shall cause an◄ independent audit to be made by a certified public accountant or public accountant, in compliance with section 6505 of the Government Code. Sectjop ¼122, Auditor's Duties The Auditor shall perform the following duties : (a) Review and recommend to the JPA Executive Committee accounting procedures◄ and policies governing the JP A; (b) Review and approve all demands listed on the Warrant Registers prior to◄ submittal to the JPA Executive Committee; (c) Review payroll registers at least monthly; (d) Review all financial reports being submitted to the JPA Executive Committee◄ and make the JP A Executive Committee aware of any discrepancies or potential problems in the reports; (e) Review investments made by the President or Treasurer; (f) Review the audit report prepared by a Certified Public Accounting firm prior to• finalization of the report and submittal to the JPA Executive Committee; and (g) Assist staff in the selection of the Certified Public Accounting firm. Sectjop ¥23 . Attorney's Fees In the event litigation or other proceed ing is required to enforce or interp ret any provision of th is Agreement, the prevai ling party in suc h litigation or ot her proceed ing sha ll be entit led to an award of its actual and reasonab le attorney's fees, costs and expenses incurred in the proceed ing. Section 24. Voting Each JPA Member shall have an equa l vote . A mot ion considered by the JPA Executive Committee sha ll require a majorit y of votes cast (mo re than halQ to pass suc h motion. In the event ofa tie vote, such motion before the JPA Executive Committee sha ll be deemed defeated. Section 25 . Severability If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, if any, of this Agreement shall continue in full force and effect, unless enforcement of this 14 [ Formatted: Right: 0" [ Formatted: Indent: First line: 0.5", Right: 0" Formatted: Right: 0" Formatted: Indent: First line: 0.5", Right: 0" [ Formatted: Indent: First line: 0.5", Right: 0" [ Formatted: Indent: First line: 0.5", Right: 0" Formatted: Normal Formatted: Indent: First line: 0.5", Right: 0" Formatted: Norma l Formatted: Indent: First line: 0.5'', Right: 0" [ Formatted: Indent: First line: 0.5", Right: 0" Formatted: Underline, Underline color: Auto, Character scale: 100%, Not Expanded by/ Condensed by Formatted: Font: Not Bold 9-32 Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 15 9-33 Section M 26, Waiver All waivers must be in writing to be effective or binding upon the waiving Party, and no waiver shall be implied from any omission by a Party to take any action. Section M 27, Amendments This Agreement may be amended from time to time by a two-thirds vote of the entire• JPA Executive Committee and a unanimous vote of the G¥BJPA Members' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws . Sectjop #§28, Ambiguities or Uncertainties [ Formatted: Right: O" The G¥BJPA Members have mutually negotiated the terms and conditions of this• -[ Formatted: Right O" Agreement and each G¥BJPA Member received independent legal advice from its attorneys ~---~------------~ with respect to the advisability of executing this Agreement and the meaning of the provisions contained herein. As such, this Agreement is a product of the joint drafting efforts of all G¥BJ PA Members and none of the G¥BJ PA Members shall be deemed to have solely or independently prepared or framed this Agreement. Therefore, any ambiguities or uncertainties are not to be construed against or in favor of any G¥BJ PA Member. Section U 29, Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the State• of California. Section F 30, Venue In the event that suit is brought by any party to this Agreement, the parties agree that• venue shall be exclusively vested in the State courts of the County of Riverside, California or where appropriate, in the United States District Court, Southern District of California, Riverside, California. Sectjop a-B31 , Notices Any notice or communication required hereunder between the JPA and the G¥BJPA• Members shall be in writing, and may be given either personally or by registered mail, return­ receipt requested. Notice, whether given by registered mail or personal delivery, shall be deem ed to have been given and received on the actual receipt by any of the addresses designated below as the party to whom notices are to be sent. Any party hereto may at any time, upon written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below : 16 [ Formatted: Right: O" [ Formatted: Right: O" [ Formatted: Right: O" 9-34 ity of Cathedral City 8700 A venida Lalo Guerrero athedral City, CA 92234 ttention: City Manager of Indian Wells 4 4 950 E l • Desert Hot Spr in gs. • n Wells! 1999 Palm Drive 92236 ana er orado ,CA ntion: Formatted: Normal, Left Formatted Formatted: Character scale: 105% Formatted Formatted: Right: 1.08" Formatted: Right: 1.69" Formatted: Character scale: 105% 1---------------------~~-~----------~,.......,._, Formatted Indio Sectjop £232. Counterparts This Agreement may be executed in duplicate counterpart originals, each of which • is deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Section JQ331 Privileges and Immunities Pursuant to section 65 I 3 of the Government Code, all of the privileges and • immunities from liability, exempt ion s from laws, ordinances and rules , all pension, relief, 17 ~;----------------..>.a~ Formatted Formatted: Character scale: 100% Formatted Formatted: Right 0" Formatted: Right: 1.88" Formatted: Character scale: 100% Formatted: Condensed by 0.6 pt Formatted Formatted Formatted Formatted: Right: 0.91" Formatted: Right: 0" Formatted Formatted: Character scale: 105% Formatted [ Formatted: Right: 0" [ Formatted: Right: 0" 9-35 disability, workmen's compensation, and other benefits which apply to the activity of officers, agents or employees of any the Parties when performing their respective functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties performed extraterritorially under the provisions of this Agreement.. 18 [ Formatted: Character scale: 105% 9-36 (SIGNATURES APPEAR ON THE FOLLOWING PAGES ( 9-37 IN WITNESS WHEREOF, the du ly authorized representatives of the G-¥-BJPA• Members have each executed this Agreement. .CITY OF CATHEDRAL CITY Mark Carneva le,. Mayor . ,Dated : Char li e McClendon. City Manager ATTEST: ' Tracey R. Hermosillo,. City Clerk APPROVED AS TO FORM: ' Eric S. Vail,. City Attorney CITY OF INDl ,,...N WEbbSDESERT HOT SPRINGS Scott Matas,.Mayor . ,Dated: CITY OF DESERl= SPRINCSCOACHELLA Steven Hernandez. Mayor . ,Dated : Gabriel Martin. City Manage_r ATTEST: Ange la M. Zegeda,. City Clerk APPROVED AS TO FORM: Car los Cam gos .• City Attorney CITY OF JN-1)1.()INDIAN WELLS Greg Sander s, Mayor . ,Dated: HQl= - " " • I< I< I< " I< [ Formatted: Indent: First line: 0.5'' Formatted: Font: 12 pt Formatted: Normal Fo rmatted Tab le Formatted: Norma l Formatted: Fon t: 12 pt Formatted: Normal Formatted: Font: Not Bo ld Formatted: Normal Formatted: Font: 12 pt Formatted: Font: Not Bold Formatted: Font: 12 pt Formatted: Normal Formatted: Fo nt: 12 pt Formatted: Norma l Formatted: Normal Formatted: Fo nt: 12 pt Formatted: Normal Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Normal Formatted: Fo nt: 12 pt Formatted: Norma l Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Font: 12 pt Formatted: Norma l Formatted: Norma l Formatted: Font: 12 pt [ Formatted: Norma l Form atted: Font: 12 pt Formatted: Font: Not Bold Formatted: Norma l Formatted: Font: Not Bo ld 9-38 Christopher Free land .• City Manager Frank Luckino. City Manager ,ATTEST: ,ATTEST: Angelica A vi la .• City Clerk Daniel Mc Vey~ City Clerk ,A PPROVED AS TO FORM: ,APPROVED AS TO FORM : Todd Leishman. City Attorney Jennifer Mizrahi~ City Attorney • ,. • • [ Formatted: Font: 12 pt • • Formatted: Normal Formatted: Font: 12 pt Formatted: Normal [ Formatted: Normal Formatted: Font: 12 pt Formatted: Normal Formatted: Font: 12 pt \ \ [ Formatted: Font: 12 pt , Formatted: Normal Formatted: Font: 12 pt [ Formatted: Normal [ Formatted: Font: 12 pt [ Formatted: Font: 12 pt \ Formatted: Font: 12 pt Formatted: Normal Formatted: Font: 12 pt ( Formatted: Normal '[ Formatted: Font: 11 pt 9-39 CITY OF LA Ql!INTAINDIO CITY OF PALM DESERTLA QUINTA Guadalui;1e Ramos Am ith ..,Mayor Linda Evans.,Mayor . . Dated: Dated: Bryan Montgomery., City Manager Jon McMillen . City Manager ,ATTEST : ,ATTEST: Cynthia Hernandez.., City Clerk Monika Redeva. City Clerk ,APPROVED AS TO FORM: ,APPROVED AS TO FORM: Steven P. Graham.., City Attorney William H. Ihrke. City Attorney CITY OF PALM SPRINGSDESERT CITY OF R,~NGHQ MIRAGEPALM SPRINGS Karina Quintanilla .• Mayor . Jeffrey Bernstein .,Mayor . - ,Dated: Dated : Todd Hileman. City Manager Scott Sti le s .., City Manager ;i;i I< I< I< . . . . . . . . I< I< I< 1 [ Formatted Tab le Formatted ', I/ Formatted Formatted , .: 1 1[ Formatted I ! I Formatted Formatted , Formatted · [ Formatted [ Formatted · ! Formatted _. Formatted [ Formatted [ Formatted ,[ Formatted ·[ Formatted [ Formatted . [ Formatted Formatted Formatted Formatted Formatted -[ Formatted f Formatted Formatted [ Formatted [ Formatted [ Formatted , [ Formatted [ Formatted ! Formatted / .,, Formatted Formatted Formatted Formatted . [ Formatted Formatted Formatted Formatted ( Formatted d ... C C C ... C C C [j d g d d d d d d ... C C C C [j g d d d d d ... C C C ... C C C [j 9-40 ATTEST : ATTEST : , Anthony Mejia.,City Clerk Brenda Pree. City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM : lsra Shah~ City Attorney Jeffrey Ballinger., City Attorney ~--. : [ Formatted: Font 12 pt ···[ Formatted: Normal ·,, ·[ Formatted: Font 12 pt ~ -.. ,-· [ Formatted: Font 12 pt ] ~ .,___ ' '[ Formatted: Normal ] :,._[ Formatted: Font 12 pt ] [ Formatted: Normal ] [ Formatted: Font 12 pt ] [1 1F~o~r;m~a~tt~ed~:~F~o~n~t ~1~2~p=t ===========.] . l::. l • ed F t 12 pt Formatt : on: ~ Formatted: Normal • Formatted: Font 12 pt Formatted: Normal [ Formatted: Font 11 pt 9-41 COlJNTYCITY OF RIVERSIDERANCHO COUNTY OF RIVERSIDE . [ Form atted Table MIRAGE . [ For m atted: No rm al Chuck Washington. C hairman Steve Downs, Mayor Dated: Jeff Van Wagenen. County Executive Manager Isaiah Hagerman . City Manager Ghain:na1=1 ATTEST : , Cetmty e1<eet1t iv e Gfl'ieer Kimber ly A. Rector, Clerk of the Board I< Form atted: Norma l A TTEST: APPROVED AS TO FORM : Formatted: Fo nt: 12 pt Kristie Ramos . City C lerk efthe Beard I< Formatted: Font: 12 pt Minh Tran , County Counse l A PPROVED AS TO FORM: Formatted: Norma l Formatted: Font: 12 pt , Ce t1AI;' Ce t1A se l Steven B, Quintanilla, City Attorney 9-42 EXHIBIT A .TERRITORIAL BOUNDARIES -( Formatted: Font 11 pt 9-43 Formatted: Font: Bold Formatted: Centered Formatted: Top: 0.81", Bottom: 0.81" ATTACHMENT 4 RESOLUTION (SEE ATTACHED) 9-44 1 RESOLUTION NO. ___________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO MIRAGE, CALIFORNIA, APPROVING THE SECOND AMENDED AND RESTATED VISIT GREATER PALM SPRINGS JOINT POWERS AGREEMENT WHEREAS, the City of Rancho Mirage is a charter city and a municipal corporation of the State of California, and recognized as a political subdivision of State of California for certain purpose; and WHEREAS, the Palm Springs Desert Resort Communities Convention and Visitors Authority, now known as “Visit Greater Palm Springs” is a joint powers authority operating under the Joint Exercise of Powers Act (California Government Code §§6500 et seq.); and WHEREAS, Visit Greater Palm Springs was formed in 1989. The operative legal document governing the joint powers authority is the Joint Powers Agreement, originally executed in 1989 and subsequently amended on multiple occasions, most recently in 2015; and WHEREAS, Visit Greater Palm Springs’ Executive Committee adopted Resolution Nos. 2024-002 and 2024-003, approving various amendments to the Joint Powers Agreement, and authorizing the President/Chief Execute Officer to take all reasonable steps to seek approval of the amendments by the legislative bodies of the JPA members. Among the revisions recommended are provisions for the City of Coachella to join the JPA agreement, establishing a regional economic development marketing strategy to be administered by VGPS, and new JPA member contributions. The Visit Greater Palm Springs staff report and resolutions are attached to the staff report, and the proposed Second Amended and Restated Joint Powers Agreement, incorporating all recommended revisions, is incorporated herein and attached hereto as Exhibit “A”; and WHEREAS, the City Council desires to approve the Second Amended and Restated Visit Greater Palm Springs Joint Powers Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO MIRAGE, CALIFORNIA, DOES HEREBY RESOLVES AS FOLLOWS: SECTION 1. RECITALS AND EXHIBITS That the foregoing Recitals and attached Exhibits are true and correct and are hereby incorporated by this reference. SECTION 2. APPROVAL OF SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT 9-45 2 That the City Council hereby approves the Second Amended and Restated Joint Powers Agreement. SECTION 6. EFFECTIVE DATE That this Resolution shall take effect immediately upon its adoption. SECTION 7. SEVERABILITY That if any provision, section, paragraph, sentence or word of Resolution and/or Second Amended and Restated Joint Powers Agreement be rendered or declared invalid by any final court action in a court of competent jurisdiction or by reason of any preemptive legislation, the remaining provisions, sections, paragraphs, sentences or words as hereby adopted shall remain in full force and effect. SECTION 8. CERTIFICATION That the City Clerk shall certify as to the adoption of this Resolution and shall cause the same to be processed in the manner required by law. SECTION 9. REPEAL OF CONFLICTING PROVISIONS That all provisions of any resolution in effect prior to the effective date of this Resolution as adopted by the City Council that are in conflict with the provisions of this Resolution, are hereby repealed. 9-46 3 PASSED AND ADOPTED on this ___ day of ____, 2024. _________________________ Steve Downs, Mayor ATTEST: _____________________________ Kristie Ramos, City Clerk APPROVED AS TO FORM: _____________________________ Colin D. Kirkpatrick, City Attorney 9-47 EXHIBIT "A" SECOND AMENDED AND RESTATED JOINT POWERS AGREEMENT (SEE ATTACHED) 9-48 9-49 VISIT GREATER PALM SPRINGS JOINT POWERS AGREEMENT ("Second Amended and Restated Agreement") A California Joint Powers Authority Created Pursuant to California Government Code Section 6500 et seq. 2024 -------~ 9-50 TABLE OF CONTENTS RECITALS ........................................................................................................................... 1 AGREEMENT ..................................................................................................................... 1 Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Section 10 Section 11 Section 12 Section 13 Section 14 Section 15 Section 16 Section 17 Section 18 Section 19 Section 20 Definitions ....................................................................................... 1 Incorporation of Recitals ................................................................. 3 Purpose ............................................................................................ 3 Name ................................................................................................ 3 First Amended and Restated Agreement Superseded -Effective Date 3 Termination ...................................................................................... 3 JPA Members .................................................................................. 4 Additional Members ........................................................................ 4 Governing Body ............................................................................... 4 JPA Executive Committee -Powers and Duties ............................. 4 Territorial Boundaries ...................................................................... 5 Contributions ................................................................................... 6 Withdrawal ...................................................................................... 6 Separate Entity ................................................................................. 6 Powers of the JPA ............................................................................ 7 Power to Invest ................................................................................ 9 Bonding ........................................................................................... 9 Treasurer and Auditor -Designations ............................................. 9 Treasurer -Duties and Responsibilities ........................................... 9 Independent Audit ......................................................................... 10 9-51 Section 21 Section 22 Section 23 Section 24 Section 25 Section 26 Section 27 Section 28 Section 29 Section 30 EXHIBIT A Auditor's Duties ............................................................................. 10 Severability .................................................................................... 10 Waiver ........................................................................................... 10 Amendments .................................................................................. 10 Ambiguities or Uncertainties ......................................................... 11 Applicable Law .............................................................................. 11 Venue ............................................................................................. 11 Notices ........................................................................................... 11 Counterparts ................................................................................... 12 Privileges and Immunities ............................................................. 12 Territorial Boundaries .......................................................................................................... 16 ii 9-52 This Second Amended and Restated Joint Powers Agreement (this "Agreement") is entered into by and between the cities of Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage, each an independent municipal corporation located in the County of Riverside, State of California, and the County of Riverside, a political subdivision of the State of California, pursuant to the Joint Exercise of Powers Act, as set forth in section 6500 et seq. of the California Government Code. The Joint Powers Authority is known as "Visit Greater Palm Springs" ("VGPS"). The parties to this Agreement are individually referred to herein as "JPA Member" and collectively as "JPA Members." RECITALS WHEREAS, pursuant to the Joint Exercise of Powers Act, if authorized by their legislative or other governing bodies, two or more public agencies which include, but are not limited to, a county or city, may jointly exercise any power common to the contracting parties via a Joint Powers Agreement creating a Joint Powers Authority ("JPA''); and WHEREAS, the JPA Members entered into the original joint powers agreement on February 8, 1989, to jointly encourage, promote, and to do such other things as might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention and tourism industry in the Coachella Valley and to attract visitors from a world-wide market, all to the benefit of the member organizations and their citizens via the exercise of all the expressed and implied powers the JPA M,embers have in common; and WHEREAS, it is intended by the JPA Members that this Agreement shall be amendatory of the First Amended and Restated Joint Powers Agreement, dated January 20, 2016, including any subsequent amendments ("First Amended and Restated Agreement"), and shall restate, amend and supersede the First Amended and Restated Agreement in its entirety as of the Effective Date; and WHEREAS, on or about ______ ., 2024, it was determined by the VGPS President and Chief Executive Officer and his staff that at least two thirds of the entire VGPS Executive Committee and all of the JPA Members voted to (i) add the City of Coachella as a JPA Member, (ii) add the City of Coachella to the territorial boundaries of the JPA; and (iii) amend the purpose of JPA as set forth below, among additional provisions as stated herein; and WHEREAS, on or about -----~ 2024, it was determined by the VGPS President and Chief Executive Officer and his staff that at least two thirds of the entire VGPS Executive Committee and all of the JPA Members voted to approve for adoption and execution this Second Amended and Restated Joint Powers Agreement. NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, and intending to be legally bound hereby, the JPA Members hereby covenant and agree as follows: 9-53 AGREEMENT Section J, Definitions The following words, terms and phrases shall have the following meanings: "Additional JPA Members" shall mean qualified municipalities that may be added as members of JPA as described in Section 8. "Board of Directors" shall mean the Board of Directors of the Greater Palm Springs Business Alliance ("GPSBA") comprised of persons associated with the local hospitality industry for the purposes described in Section 10. "Convention Hotel" shall mean a hotel, motel or similar property with 50 rooms or greater. "Joint Exercise of Powers Act" shall mean California Government Code sections 6500-6536. "JPA'' shall mean the Joint Powers Authority and may also be referred to herein as VGPS. "JPA Executive Committee" shall mean the JPA's governing body formed for the purposes and having the powers and duties set forth in Section 10. "JPA Member" shall mean a municipality that is party to this Agreement. "JPA Members" shall mean, collectively, the municipalities that have entered into this Agreement. "JPA Member Contributions" shall mean the annual contribution amounts duly established pursuant to Section 12. "Lodging Establishments" shall mean any structure, which is occupied or intended or designed for use or occupancy by transients, including but not limited to hotel, resort, motel, inn and individually owned structures; single family homes, duplexes, triplexes, mobile homes, public or private clubs, campgrounds, mobile homes or house trailers at fixed locations, or other like structure or portion thereof and dwelling utilized for short term rental and subject to local transient occupancy tax. "Partner" sha ll mean a non-governmental entity whose business and activities are directly related to the convention or tourism industry and the purposes of this Agreement. "President and Chief Executive Officer" shall mean the individual employed by VGPS, who is responsible for professionally supervising, managing, and administering VGPS's day­ to-day affairs as described in paragraph ( e) of Section IO and elsewhere in this Agreement. "IBID" shall mean Tourism Business Improvement District assessment. "Technical Advisory Committee" or "TAC" shall mean the committee which may be 9-54 appointed by a majority vote ofVGPS's JPA Executive Committee for the purposes described in paragraph ( d) of Section 10. "Treasurer" shall mean the individual appointed by VGPS's JPA Executive Committee to serve the functions described at Section 19 and may be the same individual appointed as Auditor. "VGPS Fiscal Year" shall mean the period commencing July 1 of every year and ending June 30 of the following calendar year. "Visit Greater Palm Springs" or "VGPS" shall mean the Joint Powers Authority formed by the cities of Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage, and the County of Riverside. Section 2. Incorporation of Recitals The foregoing recitals are incorporated into this Agreement by this reference as though fully set forth herein. Section 3. Purpose The purpose ofVGPS is to benefit all JPA Members and their constituents by jointly: (a) Marketing, attracting, encouraging, promoting, and doing such other things as might be necessary to enhance, to the greatest extent possible, all aspects of the hospitality, convention, and tourism industry in the Coachella Valley and to attract visitors from national and international markets; and (b) Doing such other things to promote and strengthen all aspects of the regional economy related to the hospitality, convention and tourism industry, and the diversification of the entire economy of the Coachella Valley. Section 4. Name The name of the JPA shall be "Visit Greater Palm Springs" ("VGPS") or such other name that may be changed at any time by a resolution approved and adopted by a two-thirds vote ofthe entire JPA Executive Committee. Section 5. First Amended and Restated Agreement Superseded -Effective Date It is intended by the JPA Members that this Agreement shall be amendatory of the First Amended and Restated Agreement and shall restate, amend and supersede the First Amended and Restated Agreement. Upon its Effective Date, this Agreement shall govern the relationship of the JPA Members. This Agreement shall become effective on the date this Agreement is approved by a two-thirds vote of the entire membership of the JPA Executive Committee and a two -thirds vote of the JPA Members' legislative bodies ("Effective Date"). Section 6. Termination 9-55 (a) This Agreement may be terminated by unanimous vote ofall the JPA Members' legislative bodies provided, however, the foregoing shall not be construed as limiting the rights of a JPA Member to withdraw its membership in the JPA, and thus terminate this Agreement with respect to such withdrawing JPA Member as described in Section 13; and (b) Pursuant to section 6512 of the Government Code, upon termination of this Agreement and dissolution of the JPA, any surplus money on hand with the JPA shall be returned to the JPA Members' weasuries in proportion to the JPA Member Contributions made by the respective JPA Member to the JPA. (c) Upon termination of this Agreement and dissolution of the JPA, all of the resources of the JP A shall be used in an effort to ensure that 100% of the pension I iabil ity is funded. Pursuant to Government Code section 6508.2, any remaining obligations of the JPA pension plan and other post-employment benefit liabilities shall be assumed by JPA Members. The JPA will maintain a policy of funding its pension liability at a minimum of 85% and will promptly notify JPA Members at any time this threshold is not met. Section 7. JPAMembers The members of the JPA shall consist of the parties to this Agreement which include the cities of Cathedral City , Coachella, Desert Hot Springs, Indian Wells , Indio, La Quinta, Palm Desert, Palm Springs and Rancho Mirage, and the County of Riverside. Section 8. Additional Members Additional JPA Members that qualify to join a joint powers authority under the Joint Exercise of Powers Act may be added as JPA Members at any time by a two-thirds vote of the of the entire JPA Executive Committee and a unanimous vote of the JPA Members' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws. Section 9. Governing Body (a) The governing body of the JPA shall be known as the JPA Executive Committee and it shall be comprised of: (i) a duly elected or appointed council member of each city JPA Member; and (ii) a member ofthe Riverside County Board of Supervisors. (b) Only those members of the JPA Executive Committee, whose agencies pay the JPA Member Contributions , as set forth in this Agreement, shall be entitled to vote. Section 10. JPA Executive Committee -Powers and Duties The JPA Executive Committee, consistent with this Agreement and all applicable laws, shall exercise all the powers and perform all duties necessary to conduct the business of the JPA , either directly or by delegation of its authority, as the JPA Executive Committee deems appropriate, which shall include but not be limited to the following : (a) Adopt bylaws or rules of procedure to provide for the organization and administration of the JPA , as the JPA Executive Committee deems appropriate by a majority vote of the JPA Executive Committee; 9-56 (b) Approve and adopt a budget for the JPA prior to the commencement of the JP A's subsequent fiscal year, the term of which shall be set by a majority vote of the JPA Executive Committee; ( c) Delegate authority to manage destination activities and the daily operations of VGPS to GPSBA, including but not limited to strategic development, marketing, travel trade , public relations, human resources and group sales, and employ an individual who shall serve as the President and Chief Executive Officer of the JPA, who shall be responsible for professionally supervising , managing and administering the day-to-day affairs of the JPA, hire and fire JP A employees, retain consultants and independent contractors and perform such other functions as needed. Termination of the President & Chief Executive Officer will require a majority vote of the JPA Executive Committee and GPSBA Board of Directors. The Board of Directors of the GPSBA shall consist of any number of persons associated with the local hospitality industry , which may include, but not be limited to, those who own, manage, govern or serve in senior staff positions for Lodging Establishments or businesses, eateries, public and private regional sports facilities, public and private museums, public and private convention and conference facilities, commercial air transport facilities, commercial ground transportation businesses, plus any other persons from any other industry deemed appropriate. The GPSBA shall manage the destination operations ofVGPS, and shall be governed by bylaws, as amended from time to time. Activities other than tourism related activities, such as but not limited to economic diversification efforts, shall remain the responsibility of the JPA and shall be governed by the JPA Members and/or their assignee(s) as determined by the JPA Executive Committee . ( d) Appoint from time to time, if deemed necessary by a majority vote of the JPA Executive Committee, a Technical Advisory Committee (TAC) consisting of a staff member employed by each JPA Member as designated by the respective JPA Executive Committee member, for purposes of advising the JPA Executive Committee on any technical issues of the JPA that the JPA Executive Committee may need advice on; (e) Retain an individual licensed to practice law in the State of California who shall serve as General Legal Counsel for the JPA and who shall assist the JPA with any legal assistance as may be requested by the JPA Executive Committee or President/Chief Executive Officer or their authorized designees; and (f) Create any committees, sub -committees, and advisory committees, as deemed necessary by a majority vote of the JPA Executive Committee, to advance and/or achieve the purposes set forth in this Agreement. (g) Pursuant to Section 6509 of the Government Code, the powers set forth in this Agreement shall be subject to the restrictions upon the manner of exercising such similar powers as are imposed on the City of Rancho Mirage in the exercise of similar powers. Section IL Territorial Boundaries The JPA's territorial boundaries include the lands situated within the unincorporated areas of the Coachella Valley situated in the County of Riverside and the lands situated within the jurisdictional boundaries of the cities of Cathedral City, Coachella, Desert Hot Springs , 9-57 Indian Wells, Indio, La Quinta, Palm Springs, Palm Desert and Rancho Mirage, as depicted in Exhibit A of this Agreement. The territorial boundaries of the VGPS may only be changed by a two-thirds vote of the JPA Executive Committee and a unanimous vote ofthe JPA Members' legislative bodies. Section 12. Contributions (a) Initial Membership Fee. Each new JPA Member shall pay to the JPA a one-(1) time entry fee and operation fee calculated as follows: (i) Entry Fee: The "Entry Fee" shall be calculated by multiplying the new JPA Member's current fiscal year's gross revenue estimate by .55%. (ii) Operation Fee: The "Operation Fee" shall be calculated by multiplying the Entry Fee by 15.62%. The sum of the Entry Fee and the Operation Fee is due within thirty (30) days of a new JPA Member joining the JPA. (b) Annual Contribution. Each JP A Member shall pay to the JP A (i) the greater of $35,000 each year, or (ii) the applicable contribution amounts as set forth in the formula below, which may only be modified by a two-thirds vote of the entire JPA Executive Committee and a unanimous vote of the JPA Members' legislative bodies. JPA Members' legislative bodies shall , at a minimum, make quarterly payments of the annual contribution to VGPS. A contribution from each ofthe JPA Members is a funding mechanism equal to: .0015 x Gross Room Rental Revenue for Lodging Establishments excluding Convention Hotels, and .0035 x Gross Room Rental Revenue for Convention Hotels (c) The Gross Room Rental Revenue described herein shall not include any transient occupancy tax rebate incentives provided by the JPA Members. Section 13. Withdrawal Any Party may withdraw as a JPA Member and the obligations under this Agreement subject to the following conditions: (a) The withdrawing JPA Member's legislative body submits a duly adopted resolution to the JPA Executive Committee providing Notice ofWithdrawal. (b) The effective date of withdrawal shall always be the last day of the VGPS' s Fiscal Year. ( c) All JPA Member Contributions must be paid in full by the withdrawing JPA Member through the end of the current VGPS Fiscal Year of the year when the withdrawing JPA Member provides its Notice ofWithdrawal as well as the following VGPS Fiscal Year. (d) After giving notice of withdrawal, a withdrawing JPA Member shall not have voting privileges on the JPA Executive Committee except for operating budget items through 9-58 the effective date of withdrawal. ( e) A withdrawing JPA Member may again become a party to this Agreement on condition that it pays to the treasury of the VGPS an amount equal to all JPA Member Contributions which the withdrawing JPA Member would have been required to pay if it had not withdrawn from participation. (f) Partners within the territorial boundaries of the VGPS may remain active Partners as long as their respective government entity is a JPA Member and during the period of their JPA Member's withdrawal from the Joint Powers Agreement. (g) In the event of withdrawal by a JPA Member, the JPA shall continue to be entitled to the full amount of the TBID unless and until the TBID expires without renewal or is disestablished pursuant to the Property and Business Improvement Area Law of 1994, Streets & Highways Code §36600 et seq. The withdrawing JPA Member shall continue to be responsible for collecting the TBID on a monthly basis (including any delinquencies, penalties and interest) from each assessed business and forwarding the same to the JPA. Section 14. Expulsion/Withdrawal A JPA Member may be expelled or suspended by a two-thirds (2/3) vote of the VGPS Executive Committee for an event of breach of this Agreement or the Bylaws, as amended from time to time, as determined by the remaining members of the JPA Executive Committee. The procedures for hearing and notice of expulsion and suspension shall be set forth in the bylaws of the JPA Executive Committee. Section ts, Separate Entity Except for termination as provided in Section 6 of this Agreement, pursuant to section 6507 of the Government Code, this JPA shall at all times be an independent public entity separate from the parties to this Agreement, and the debts, liabilities and obligations of the JPA shall be its sole responsibility and shall not become the debts, liabilities, or obligations of any one JPA Member except that any JPA Member may separately contract for, or assume responsibility for specific debts, liabilities, or obligations of the JPA . Section 16, Powers of the JP A Pursuant to the Joint Exercise of Powers Act, as set forth in section 6500 et seq. of the California Government Code, this JPA shall have the authority to exercise any power common to the contracting parties, including without limitation any of the following: (a) The power to make, enter into and perform all necessary contracts; (b) The power to engage necessary employees, to define their qualifications and duties and to provide a schedule of compensation for performance of their duties; (d) The power to retain agents, independent contractors and consultants, including without limitation the power to engage legal counsel and other professional services; (e) The power to acquire, construct, manage , maintain or operate any building, 9-59 works or improvements; (f) The power to acquire by purchase, grant, gift, lease or other lawful means any real property or any personal property that may be necessary or proper to carry out the purposes and intent of the JPA; (g) The power to hold any real property or any personal property that may be necessary or proper to carry out the purposes and intent of the JPA; (h) The power to sell, lease or otherwise dispose of any real or personal property including exchanging equivalent properties if it is deemed to be in the best interests of the JPA; (i) The power to donate any surplus real or personal property to any public agency or nonprofit organization; U) The power to incur debts, liabilities or obligations, including without limitation the power to borrow money, give security therefore, and purchase on contract; (k) The power to raise revenue for any public purpose consistent with the JPA 's purposes, as set forth in this Agreement, through any legal and appropriate means other than levying a tax or assessment beyond the scope of those assessments which may be established and levied pursuant to the Parking and Business Improvement Area Law of 1989, Streets & Highways Code §36500 et seq., and the Property and Business Improvement District Law of 1994, Streets & Highways Code §36600 et seq; (l) The power to form, renew, and modify improvement districts including all Lodging Establishments, as defined in Section 1, pursuant to the Parking and Business Improvement Area Law of 1989, Streets & Highways Code §36500 et seq., and the Property and Business Improvement District Law of 1994, Streets & Highways Code §36600 et seq., which authorizes joint powers agencies to establish, modify and renew parking and business improvement areas and property and business improvement districts for the purpose of tourism promotion. Approval of this Agreement by the JPA Members constitutes consent to: (i) the formation of the Greater Palm Springs Convention & Visitors Bureau Tourism Marketing District adopted pursuant to Ordinance No. 2013-001, including all proceedings and actions previously taken by the VGPS in connection with formation of the said district ("2013 TMD"); and (ii) the formation of the Greater Palm Springs Tourism Business Improvement District pursuant to Resolution No. 2016-004 and to levy an assessment of three percent (3%) on Convention Hotels; (iii) the renewal of the Greater Palm Springs Tourism Business Improvement District pursuant to Ordinance No. 2020-005 ("2021 TBID") and to levy an assessment of three percent (3%) on Convention Hotels and one percent (1 %) on vacation rentals; (m) The power to adopt rules, regulations, resolutions and ordinances that may be necessary or proper to carry out the purposes and intent of the JPA; (n) The power to enforce rules, regulations, resolutions and ordinances for the administration, maintenance and operation of the JPA; 9-60 (o) The power to enter into joint powers agreements pursuant to the Joint Exercise of Powers Act, as set forth in section 6500 et seq. of the Government Code; (p) The power to provide insurance pursuant to section 989 of the Government Code et seq.; ( q) The power to sue and be sued in the name of the JPA; (r) The power to conduct certain activities of the JPA in any state or territory of the United States of America or in any foreign country, related to growing and diversifying the economy through promoting and marketing all aspects of the hospitality, convention and tourism industry in the Coachella Valley for the purpose ofattracting visitors , groups, meetings, conventions and new businesses from national and international markets, as permitted pursuant to Government Code section 37110; (s) The power to travel domestically and internationally that is necessary or proper to carrying out the purposes and intent of the JP A; (t) The power to provide staff and resource support, financial assistance and subsidies to other public agencies, non-profit organizations and the private sector for purposes consistent with the purpose and intent of the JPA; (u) The power to lobby on behalf of tourism and economic development; (v) The power to form a non -profit corporation or other affiliated non-profit entities for the purpose of promoting and enhancing all aspects of the tourism and economic development industry; and (w) The power to take any and all actions necessary for, or incidental to , the powers expressed or implied by this Agreement and all applicable laws. Section 17, Power to Invest Pursuant to Government Code section 6509.5, the JPA shall have the power to invest any money in its treasury pursuant to the provisions set forth in Government Code section 6505.5 that is not required for the immediate necessities of the JPA, as the JPA may determine from time to time is advisable, in the same manner and upon the same conditions as local agencies pursuant to Government Code section 53601. Section ts, Bonding Pursuant to Government Code section 6505.1, individuals occupying the following positions shall file an official bond in an amount deemed sufficient by the JPA Executive Committee: (a) President/Chief Executive Officer; (b) Director of Finance; and 9-61 ( c) Treasurer. Section 19. Treasurer and Auditor -Designations Pursuant to Government Code section 6505.6, the JPA Executive Committee shall designate by resolution an officer or employee of the JPA to fill the functions of Treasurer and Auditor of the JPA, and the JPA Executive Committee may appoint one qualified person to serve as both Treasurer and Auditor or two qualified persons to serve as each separately. Section 20, Treasurer -Duties and Responsibilities Pursuant to section 6505.5 Government Code, the Treasurer shall do all of the following: (a) Receive and receipt (account) for all money of the JPA and place it in the treasury of the Treasurer so designated to the credit of the JPA; (b) Be responsible, upon his or her official bond, for the safekeeping and disbursement of all JPA money so held by the Treasurer; ( c) Pay when due, out of the money of the JP A held by the Treasurer, all sums payable on outstanding bonds and coupons of the JPA; (d) Pay any other sums due from the JPA from JPA money, or any portion thereof, only upon warrants of the public officer performing the functions of auditor or controller who has been designated by this Agreement; and (e) Verify and report in writing no less than five (5) times per year to the President/Chief Executive Officer, the JPA Executive Committee and to all Parties financial statement of activities for the year. Section 21, Independent Audit Pursuant to section 6505 .6 of the Government Code, the Treasurer shall cause an independent audit to be made by a certified public accountant or public accountant, in compliance with section 6505 of the Government Code. Section 22. Auditor's Duties The Auditor shall perform the following duties: (a) Review and recommend to the JPA Executive Committee accounting procedures and policies governing the JPA; (b) Review and approve all demands listed on the Warrant Registers prior to submittal to the JPA Executive Committee; (c) Review payroll registers at least monthly; (d) Review all financial reports being submitted to the JPA Executive Committee and make the JPA Executive Committee aware of any discrepancies or potential problems in 9-62 the reports; ( e) Review investments made by the President or Treasurer; (t) Review the audit report prepared by a Certified Public Accounting firm prior to finalization of the report and submittal to the JPA Executive Committee; and (g) Assist staff in the selection of the Certified Public Accounting firm. Section 23. Attorney's Fees In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of its actual and reasonable attorney's fees, costs and expenses incurred in the proceeding. Section 24. Voting Each JPA Member shall have an equal vote. A motion considered by the JPA Executive Committee shall require a majority of votes cast (more than halt) to pass such motion. In the event of a tie vote, such motion before the JPA Executive Committee shall be deemed defeated . Section 25. Severability If any term, provision , covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions, if any, of this Agreement shall continue in full force and effect, unless enforcement of this Agreement as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. 9-63 Section 26, Waiver All waivers must be in writing to be effective or binding upon the waiving Party, and no waiver shall be implied from any omission by a Party to take any action. Section 27, Amendments This Agreement may be amended from time to time by a two-thirds vote of the entire JPA Executive Committee and a unanimous vote of the JPA Members' legislative bodies in compliance with all applicable provisions of the Joint Exercise of Powers Act and all other applicable laws. Section 28, Ambiguities or Uncertainties The JPA Members have mutually negotiated the terms and conditions of this Agreement and each JPA Member received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions contained herein. As such, this Agreement is a product of the joint drafting efforts of all JPA Members and none of the JPA Members shall be deemed to have solely or independently prepared or framed this Agreement. Therefore, any ambiguities or uncertainties are not to be construed against or in favor of any JPA Member. Section 29, Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the State of California. Section 30, Venue In the event that suit is brought by any party to this Agreement, the parties agree that venue shall be exclusively vested in the State courts of the County of Riverside, California or where appropriate, in the United States District Court, Southern District of California, Riverside, California. Section 31, Notices Any notice or communication required hereunder between the JPA and the JPA Members shall be in writing and may be given either personally or by registered mail, return­ receipt requested. Notice, whether given by registered mail or personal delivery, shall be deemed to have been given and received on the actual receipt by any of the addresses designated below as the party to whom notices are to be sent. Any party hereto may at any time, upon written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below: 9-64 City of Cathedra l City City of Coachella 68700 A venida Lalo Guerrero 53990 Enterprise Way Cathedral City, CA 92234 Coachella, CA 92236 Attention: City Manager !Attention: City Manager ('.ity of Desert Hot Springs City oflndian We ll s 11999 Palm Drive 144950 Eldorado Drive Oesert Hot Springs, CA 92240 Indian Wells, CA 92210 !Attention: City Manager !Attention: City Manager City of Indio City of La Quinta 100 Civic Center Mall 78495 Calle Tampico Indio, CA 92201 La Quinta, CA 92253 k-\.ttention: City Manager k-\.ttention: City Manager City of Palm Desert City of Palm Springs 73510 Fred Waring Drive 3200 East Tahquitz Canyon Way !Palm Desert, CA 92260 Palm Springs, CA 92262 !Attention: City Manager !Attention: City Manager City of Rancho Mirage County of Riverside 69825 Highway 111 County Administration Center [Rancho Mirage, CA 92270 14080 Lemon Street !Attention: City Manager Riverside, California 92501 [Attention: County Clerk Section 32, Counterparts This Agreement may be executed in duplicate counterpart originals, each of which is deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Section 33, Privileges and Immunities Pursuant to section 6513 of the Government Code , all of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workmen's compensation, and other benefits which apply to the activity of officers, agents or employees of any the Parties when performing their respective functions within the territorial limits of their respective public agencies, shall apply to them to the same degree and extent while engaged in the performance of any of their functions and duties performed extraterritorially under the provisions of this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] 9-65 IN WITNESS WHEREOF, the duly authorized representatives of the JPA Members have each executed this Agreement. CITY OF CATHEDRAL CITY CITY OF COACHELLA Mark Carneva le, Mayor Steven Hernandez, Mayor Dated: Dated: Charlie McClendon, City Manager Gabriel Martin, City Manager ATTEST: ATTEST: Tracey R. Hermos illo, City C lerk Ange la M. Zepeda, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Eric S. Vail, City Attorney Carlos Campos, City Attorney CITY OF DESERT HOT SPRINGS CITY OF INDIAN WELLS Scott Matas, Mayor Greg Sanders, Mayor Dated: Dated: Frank Luckino, City Manager Christopher Free land, City Manager ATTEST: ATTEST: Danie l McVey, City C lerk Angelica Avila, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Jennifer Mizrahi, City Attorney Todd Leishman, City Attorney 9-66 CITY OF INDIO CITY OF LA QUINTA Guada lupe Ramos Amith, Mayor Linda Evans, Mayor Dated: Dated: Bryan Montgomery, City Manager Jon McMillen, City Manager ATTEST: ATTEST: Cynthia Hernandez, City C lerk Monika Redeva, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Steven P. Graham, City Attorney William H. Ihrke, City Attorney CITY OF PALM DESERT CITY OF PALM SPRINGS Karina Quintani ll a, Mayor Jeffrey Bernstein, Mayor Dated: Dated: Todd Hileman, City Manager Scott Stiles, City Manager ATTEST: ATTEST: Anthony Mejia, City Clerk Brenda Pree, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: Isra Shah, City Attorney Jeffrey Ballinger, City Attorney 9-67 CITY OF RANCHO MIRAGE Steve Downs, Mayor Dated: ------------ Isaiah Hagerman, City Manager ATTEST: Kristie Ramos, City Clerk APPROVED AS TO FORM: Steven B, Quintanilla, City Attorney COUNTY OF RIVERSIDE Chuck Washington, Chairman Jeff Van Wagenen, County Executive Manager ATTEST: Kimberly A. Rector, Clerk of the Board APPROVED AS TO FORM: Minh Tran, County Counsel 9-68 EXHIBIT A TERRITORIAL BOUNDARIES