HomeMy WebLinkAboutC00365 - 3rd Amndmnt-Rstatement CVAG JPA CONTRACT NO. C00365
STAFF REPORT
CITY OF PALM DESERT
MEETING DATE: April 12, 2018
PREPARED BY: David Hermann, Senior Management Analyst
REQUEST: Approve Third Amendment to and Restatement of the Coachella Valley
Association of Governments Joint Powers Agreement (Contract No.
C00365)
Recommendation
By Minute Motion:
1 . Approve Third Amendment to and Restatement of the Coachella Valley
Association of Governments Joint Powers Agreement; and
2. Authorize Mayor to execute said agreement.
Strategic Plan
While not specifically addressed in the Envision Palm Desert Strategic Plan, the City's
continued participation in the Coachella Valley Association of Governments (CVAG) and
its efforts to foster collaboration between municipalities to address issues of local and
regional concern is consistent with and supports the strategic plan's vision and goals.
Background Analysis
CVAG was formed, and its Joint Powers Agreement (JPA) entered into, in 1973. This JPA
was subsequently amended in 1989 to allow CVAG to manage and administer the
Regional Transportation Program and the associated voter-approved Transportation
Uniform Mitigation Fee (TUMF). The JPA was amended again in 1998 to admit the City
of Blythe to CVAG.
At its February 26, 2018 meeting, CVAG's Executive Committee voted to approve a third
amendment to and restatement of CVAG's JPA. The most significant component of the
Third Amendment is its inclusion of the Agua Caliente Band of Cahuilla Indians and the
Cabazon Band of Mission Indians as formal members of CVAG. Representatives of the
Agua Caliente and the Cabazon tribes have participated in regional decisions through
their attendance at CVAG. Both tribes pay CVAG dues and have been considered voting
members. Until now, however, CVAG's JPA has not been formally revised to include
them. Both the Agua Caliente and the Cabazon tribes have expressed an interest in
amending the JPA to formalize their membership with CVAG.
April 12, 2018 - Staff Report
CVAG Joint Powers Agreement —Third Amendment
Page 2 of 2
Other changes in the Third Amendment include:
1. The addition of language that extends to all member jurisdictions the ability to
appoint and use alternates who may not be elected officials.
2. Section 1.2.2(i) was modified to add a phrase clarifying and strengthening the JPA
language as it pertains to eminent domain. The change provides veto authority to
any jurisdiction in which CVAG intends to exercise the power of eminent domain
for any purpose.
3. Section 1.2.4 was added expressly to allow member agencies to execute
implementation agreements in their discretion. The revised language more
accurately reflects CVAG's historic practice than the current language.
4. Other cleanup language to clarify and enhance consistency within the JPA and
protect CVAG in the event that a member jurisdiction opts out.
CVAG's JPA requires that member jurisdictions approve the proposed revisions within 90
days of the Executive Committee's action on February 26, 2018.
Fiscal Analysis
The proposed amendment to CVAG's JPA will have no fiscal impact to the City.
tC1 -13
Prepared by: David Hermann, Senior Management Analyst
LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER
N/A �l
li
Robert W. Hargreaves Lauri Aylaian Janet Moore Lauri Aylaian
City Attorney City Manager Director of Finance City Manager
ATTACHMENTS:
1. Third Amendment and Restatement CVAG JPA (final and redline)
2. Memorandum, CVAG General Counsel
3. CVAG Staff Report— February 26 Executive Committee Meeting
CONTRACT NO. C00365
THIRD AMENDMENT AND RESTATEMENT OF
THE JOINT POWERS AGREEMENT OF
THE COACHELLA VALLEY ASSOCIATION OF
GOVERNMENTS
This Third Amendment and Restatement of the Joint Powers Agreement of the Coachella
Valley Association of Governments ("Agreement") is intended to be a restatement and
amendment of the Joint Powers Agreement of the Coachella Valley Association of Governments
entered into on or about November 1973, and amended on or about June 26, 1989. This
Agreement is made and entered into on the _day of , 2018 pursuant to Government
Code Section 6500 et seq. and other pertinent provisions of law, by and between some or all of
the following public agencies:
(a) County of Riverside
(b) City of Coachella
(c) City of Indio
(d) City of La Quinta
(e) City of Indian Wells
(f) City of Palm Desert
(g) City of Rancho Mirage
(h) City of Cathedral City
(i) City of Palm Springs
(j) City of Desert Hot Springs
(k) City of Blythe
(I) Agua Caliente Band of Cahuilla Indians
(m) Cabazon Band of Mission Indians
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RECITALS
A. Each member and party to this Agreement is a "public agency," as that term is
defined in Government Code Section 6500, established by law with full powers of
government in legislative, administrative, financial, and other related fields.
B. The Coachella Valley Association of Governments was formed in 1973 so that its
members might coordinate and improve the planning and delivery of
governmental responsibilities common to all the member entities within the local
region;
C. The public interest requires that a multijurisdictional agency in the Coachella
Valley explore areas of inter-governmental cooperation and coordination of
government programs and provide recommendations and solutions to problems
of common and general concern to its members;
D. The public interest requires that an agency with the aforementioned goals not
possess the authority to compel any of its members to conduct any activities or
implement any plans or strategies that they do not wish to undertake (except for
the payment of dues, if any);
E. Each member, by and through its legislative body, has determined that a
multijurisdictional organization to assist in planning and voluntary coordination
among the public agencies in the Coachella Valley is required in furtherance of
the public interest, necessity, and convenience;
F. Each member, by and through its legislative body, has independently determined
that the public interest, convenience and necessity require the execution of this
Agreement by and on behalf of each such member; and
G. The purpose of this Third Amendment and Restatement is to update and restate
in its entirety the existing joint powers agreement for the continuing and ongoing
operation of CVAG.
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NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
PURPOSE AND POWERS
1.1 Agency Created.
There is hereby created a public entity to be known as the "Coachella Valley
Association of Governments" ("CVAG"). CVAG is formed by this Agreement pursuant to the
provisions of Government Code Section 6500 et seq. and other pertinent provisions of law.
CVAG shall be a public entity separate from the parties hereto.
1.2 Powers.
1.2.1 CVAG shall perform all necessary functions to fulfill the purposes of this
Agreement. Among other functions, CVAG shall:
a. Serve as a forum for consideration, study, and recommendation on area-
wide and regional problems;
b. Assemble information helpful in the consideration of problems peculiar to
the desert regions;
c. Explore practical avenues for intergovernmental cooperation, coordination,
and action in the interest of local public welfare and means of improvement in the administration
of governmental services; and
d. Serve as the clearing house review body for federally-funded projects in
accordance with Circular A-95 in conjunction with the Southern California Association of
Governments.
1.2.2 CVAG shall have the power in its own name to do any of the following:
a. To exercise jointly the common powers of its members to manage and
administer any program;
b. To make and enter into contracts;
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c. To employ agents, officers, and employees;
d. To contract for the services of engineers, attorneys, planners, financial
consultants and separate and apart therefrom to employ such other persons, as it deems
necessary;
e. To incur debts, liabilities, obligations, and issue bonds;
f. To adopt rules, regulations, policies, bylaws, and procedures governing
the operation of CVAG;
g. To apply for an appropriate grant or grants under any federal, state, or
local program;
h. To receive gifts, contributions, and donations of property, funds, services,
and other forms of financial assistance from persons, firms, corporations, and any governmental
entity;
To acquire, hold, and dispose of property by eminent domain, lease, lease
purchase, or sale; provided, however, that the exercise of eminent domain is subject to veto by
the jurisdiction within whose boundaries eminent domain is being exercised;
j. To lease, acquire, construct, manage, maintain, and operate any buildings
works, or improvements; and
k. To sue and be sued in its own name.
1.2.3 CVAG shall, in addition, have all implied powers necessary to perform
its functions. It shall exercise its powers only in a manner consistent with the provisions of
applicable law, this Agreement and the Bylaws. In accordance with Government Code Section
6509, the powers of CVAG shall be exercised in the manner prescribed in the Joint Exercise of
Powers Act, Government Code Sections 6500 et seq., as that Act now exists and may hereafter
be amended, and shall be subject to the restrictions upon the manner of exercising such powers
that are imposed upon the City of Palm Desert, a charter city, in the exercise of similar powers;
provided, however, that if the City of Palm Desert shall cease to be a member, then CVAG shall
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be restricted in the exercise of its power in the same manner as the County of Riverside, a general
law county.
1.2.4 Implementation Agreements. When authorized by the Governing Board,
affected members may execute an Implementation Agreement for the purpose of authorizing
CVAG to implement, manage, and administer area-wide and regional programs in the interest of
the local public welfare. The costs incurred by CVAG in implementing a program, including
indirect costs, shall be assessed only to those members who are parties to that Implementation
Agreement.
II.
ORGANIZATION OF ASSOCIATION
2.1 Membership.
The parties to CVAG shall each be a public agency which has executed or
hereafter executes this Agreement, or any addenda, amendment, or supplement thereto, and
which has not, pursuant to provisions hereof, withdrawn therefrom.
2.2 Names.
The names, particular capacities, and addresses of the parties at any time shall
be shown on Exhibit "A" attached hereto, as amended or supplemented from time to time.
2.3 Duties.
CVAG shall do whatever is necessary and required to carry out the purposes of
this Agreement and to make and enter into such contracts, incur such debts and obligations,
assess contributions from the members, and perform such other acts as are necessary to the
accomplishment of the purposes of such Agreement, within the provisions of Government Code
Section 6500 et seq. and as prescribed by the laws of the State of California.
2.4 Governing Body.
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2.4.1 CVAG shall be governed by a General Assembly with membership
consisting of the County of Riverside and each member city and Indian tribe which is a signatory
to this Agreement. Each member agency of the General Assembly shall have five (5) votes in
the General Assembly and each vote shall be vested in and be exercised by a mayor, council
member, a tribal council member or county supervisor or each of the entities' representatives'
respective appointed delegees, who need not be elected officials. The General Assembly shall
act only upon a majority of a quorum. A quorum shall consist of a majority of the General
Assembly provided that a majority of the member agencies are present. The General Assembly
may adopt and amend by-laws for the administration and management of this Agreement.
2.4.2 There shall be an Executive Committee that exercises the powers of this
Agreement between sessions of the General Assembly. Members of the Executive Committee
shall be the mayor from each of the member cities, the tribal chair from each Indian tribe, and the
five members of the Riverside County Board of Supervisors, except any city council, at its
discretion, may appoint a mayor pro tem or other current city council member in place of the
mayor and any Indian tribal council may appoint one of its current council members in place of
the tribal chair. The Executive Committee shall act only upon a majority of a quorum. A quorum
shall consist of a majority of the member agencies.
2.4.3 Each participating member on the Executive Committee shall also have
an alternate,who must also be a current member of the legislative body of the party such alternate
represents, with the exception of the alternates to the members representing the County of
Riverside, who need not be elected officials. The name of the alternate members shall be on file
with the Executive Committee. An alternate member shall assume all rights and duties of the
absent member.
2.4.4 Each participating member and alternate shall hold office from the first
meeting of the Executive Committee after their appointment until a successor is named.
Participating members and alternates shall be appointed by and serve at the pleasure of their
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appointing body and may be removed at any time, with or without cause, at the sole discretion of
the legislative body of the party such member represents.
2.4.5 Participating members and alternates of the Executive Committee shall
receive no compensation but may be reimbursed for expenses necessarily and reasonably
incurred in connection with their service on the Executive Committee.
2.5 Principal Office.
The principal office of CVAG shall be established by the Executive Committee
and shall be located within the Coachella Valley. The Executive Committee is hereby granted
full power and authority to change said principal office from one location to another within the
Coachella Valley. Any change shall be noted by the Secretary under this section but shall not
be considered an amendment to this Agreement.
2.6 Meetings.
The Executive Committee shall meet at the principal office of the agency or at
such other place as may be designated by the Executive Committee. The time and place of
regular meetings of the Executive Committee shall be determined by resolution adopted by the
Executive Committee; a copy of such resolution shall be furnished to each party hereto. Regular,
special, and adjourned meetings shall be called and conducted in accordance with the provisions
of the Ralph M. Brown Act, Government Code Section 54950 et seq., as it may be amended.
2.7 Powers and Limitations Thereon.
All of the powers and authorities of the agency shall be exercised by the General
Assembly and its Executive Committee. Unless otherwise provided herein, each member or
participating alternate shall be entitled to one vote, and a vote of the majority of those present
and qualified to vote constituting a quorum may adopt any motion, resolution, or order and take
any other action they deem appropriate to carry forward the objectives of the agency.
2.8 Minutes.
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The Secretary of the agency shall cause to be kept minutes of regular, special,
and adjourned meetings of the General Assembly and Executive Committee, and shall cause a
copy of the minutes to be forwarded to each of the members hereto.
2.9 Rules.
The Executive Committee may adopt from time to time such rules and regulations
for the conduct of its affairs consistent with this Agreement.
2.10 Vote or Assent of Parties.
The vote, assent, or approval of parties in any manner requiring such vote, assent,
or approval hereunder shall be evidenced by a certified copy of the action of the legislative body
of such party filed with the agency. It shall be the responsibility of the Executive Director to obtain
certified copies of said actions.
2.11 Officers.
There shall be selected from the membership of the Executive Committee, a chair
and a vice chair. The Executive Director shall be the secretary. The Executive Committee shall
designate an officer or employee of a member public agency to hold the office of treasurer for
CVAG. Such person shall possess the powers of, and shall perform the treasurer functions for,
CVAG and perform those functions required by Government Code Sections 6505, 6505.5, and
6505.6, including any subsequent amendments thereto.
The chair and vice-chair, shall hold office for a period of one year commencing
July 1st of each and every fiscal year. Except for the Executive Director, any officer, employee,
or agent of the Executive Committee may also be an officer, employee, or agent of any of the
members. The appointment by the Executive Committee of such a person shall be evidence
that the two positions are compatible.
2.12 Committees.
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The Executive Committee may, as it deems appropriate, appoint committees to
accomplish the purposes set forth herein. All committee meetings of CVAG shall be open to all
members.
2.13 Additional Officers and Employees.
The Executive Committee shall have the power to appoint such additional officers
and to employ such employees and assistants as may be appropriate. Such officers and
employees may also be, but are not required to be, officers and employees of the individual
members.
2.14 Bondinq Requirement.
The officers or persons who have charge of, handle, or have access to any
property of CVAG shall be the members of the Executive Committee,the treasurer,the Executive
Director, and any other officers or persons to be designated or empowered by the Executive
Committee. Each such officer or person shall be required to file an official bond with the
Executive Committee in an amount which shall be established by the Executive Committee.
Should the existing bond or bonds of any such officer be extended to cover the obligations
provided herein, said bond shall be the official bond required herein. The premiums on any such
bonds attributable to the coverage required herein shall be appropriate expenses of CVAG.
2.15 Status of Officers and Employees.
All of the privileges and immunities from liability, exemption or immunity from laws,
ordinances, and rules, all pension, relief, disability, worker's compensation, and other benefits
which apply to the activity of officers, agents, or employees of any of the members when
performing their respective functions shall apply to them to the same degree and extent while
engaged in the performance of any of the functions and other duties under this Agreement. None
of the officers, agents, or employees appointed by the Executive Committee shall be deemed, by
reason of their employment by the Executive Committee, to be employed by any of the members
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or, by reason of their employment by the Executive Committee, to be subject to any of the
requirements of such members.
III.
FUNDS AND PROPERTY
3.1 Treasurer.
The Executive Committee shall designate the treasurer or other officer or
employee of one of the member agencies to serve as treasurer for CVAG and he or she shall
have custody of all funds and shall provide for strict accountability thereof in accordance with
Government Code Section 6505.5 and other applicable laws of the State of California. He or
she shall perform all of the duties required in Government Code Section 6505 et seq.
3.2 Expenditure of Funds.
The funds under this Agreement shall be expended only in furtherance of the
purposes hereof and in accordance with the laws of the State of California and standard
accounting practices shall be used to account for all funds received and disbursed.
3.3 Fiscal year.
CVAG shall be operated on a fiscal year basis, beginning on July 1 of each year
and continuing until June 30 of the succeeding year. Prior to July 1 of each year, the General
Assembly shall adopt a final budget for the expenditures of CVAG during the fiscal year.
3.4 Contributions/Public Funds.
In preparing the budget, the General Assembly by majority vote of a quorum shall
determine the amount of funds which will be required from its members for the purposes of this
Agreement. The funds required from its members after approval of the final budget shall be
raised by contributions, fifty-percent (50%) of which will be assessed on a per capita basis and
fifty-percent(50%)on an assessed valuation basis, each city paying on the basis of its population
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and assessed valuation and the County paying on the basis of the population and assessed
valuation within the unincorporated area of Coachella Valley as defined in the by-laws.
Contributions from the Indian tribes shall be equal to the lowest contribution assessed against
any single CVAG member jurisdiction. The parties, when informed of their respective
contributions, shall pay the same before August 1st of the fiscal year for which they are assessed.
In addition to the contributions provided, advances of public funds from the
parties may be made for the purposes of this Agreement. When such advances are made, they
shall be repaid from the first available funds of CVAG.
The General Assembly shall have the power to determine that personnel,
equipment, or property of one or more of the parties to the Agreement may be used in lieu of
fund contributions or advances.
All contributions and funds shall be paid to CVAG and shall be disbursed by a
majority vote of a quorum of the Executive Committee, as authorized by the approved budget.
3.5 Control and Investment of CVAG Funds.
The Governing Board shall adopt a policy for the control and investment of its
funds and shall require strict compliance with such policy. The policy shall comply, in all
respects, with all provisions of applicable law.
IV.
BUDGETS AND DISBURSEMENTS
4.1 Annual Budget.
The General Assembly shall adopt upon the approval of a quorum of the members
of the General Assembly, an annual budget, for the ensuing fiscal year, pursuant to procedures
developed by the General Assembly. The Executive Committee may at any time amend the
budget to incorporate additional income and disbursements that might become available to
CVAG for its purposes during a fiscal year.
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4.2 Disbursements.
The Executive Director shall request warrants from the treasurer in accordance
with budgets approved by the General Assembly or Executive Committee subject to quarterly
review by the Executive Committee. The treasurer shall pay such claims or disbursements and
such requisition for payment in accordance with rules, regulations, policies, procedures, and
bylaws adopted by the Executive Committee.
4.3 Accounts.
All funds will be placed in accounts and the receipt, transfer, or disbursement of
such funds during the term of this Agreement shall be accounted for in accordance with generally
accepted accounting principles applicable to governmental entities and pursuant to Gov. Code
Section 6505 et seq. and any other applicable laws of the State of California. There shall be
strict accountability of all funds. All revenues and expenditures shall be reported to the Executive
Committee.
4.4 Blythe Transportation Funds.
Coachella Valley and Blythe/Palo Verde Valley transportation-related funds shall
not be commingled without the approval by two-thirds vote of the Executive Committee, one of
which votes must be by the voting member representing the City of Blythe.
4.5 Expenditures within Approved Annual Budget.
All expenditures shall be made within the approved annual budget. No
expenditures in excess of those budgeted shall be made without the approval of a majority of a
quorum of the Executive Committee.
4.6 Audit.
The records and accounts of CVAG shall be audited annually by an independent
certified public accountant and copies of such audit report shall be filed with the County Auditor,
State Controller, and each party to CVAG no later than fifteen (15) days after receipt of said audit
by the Executive Committee.
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4.7 Reimbursement of Funds.
Grant funds received by CVAG from any federal, state, or local agency to pay for
budgeted expenditures for which CVAG has received all or a portion of said funds from the
parties hereto shall be used as determined by CVAG's Executive Committee.
V.
LIABILITIES
5.1 Liabilities.
The debts, liabilities, and obligations of CVAG shall be the debts, liabilities, or
obligations of CVAG alone and not of the parties to this Agreement.
5.2 Hold Harmless and Indemnity.
Each party hereto agrees to indemnify and hold the other parties harmless from
all liability for damage, actual or alleged, to persons or property arising out of or resulting from
negligent acts or omissions of the indemnifying party or its officials, officers, employees, or
agents. Where the General Assembly or Executive Committee itself or its officers, employees,
or agents are held liable for injuries to persons or property, each party's liability for contribution
or indemnity for such injuries shall be based proportionately upon the contributions (less
voluntary contributions) of each member. In the event of liability imposed upon any of the parties
to this Agreement, or upon the General Assembly or Executive Committee created by this
Agreement, for injury which is caused by the negligent or wrongful act or omission of any of the
parties in the performance of this Agreement, the contribution of the party or parties not directly
responsible for the negligent or wrongful act or omission shall be limited to One Hundred Dollars
($100.00). The party or parties directly responsible for the negligent or wrongful acts or
omissions shall indemnify, defend, and hold all other parties harmless from any liability for
personal injury or property damage arising out of the performance of this Agreement.
VI.
ADMISSION AND WITHDRAWAL OF PARTIES
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6.1 Admission of New Parties.
It is recognized that public agencies, other than those that are a party to this
Agreement, may wish to participate in CVAG. Additional public agencies may become parties
to CVAG upon such terms and conditions as provided by the General Assembly or Executive
Committee and the consent of two-thirds (2/3) of the existing parties to CVAG, evidenced by the
execution of a written addendum to this Agreement, and signed by all of the parties including
the additional party.
6.2 Withdrawal from CVAG.
It is fully anticipated that each party hereto shall participate in CVAG until the
purposes set forth in this Agreement are accomplished. The withdrawal of any party, either
voluntary or involuntary, unless otherwise provided by the General Assembly or Executive
Committee, shall be conditioned as follows:
A. In the case of a voluntary withdrawal following a properly noticed public
hearing, written notice shall be given to CVAG, one (1) year and ninety (90) days prior to the
effective date of withdrawal;
B. Withdrawal shall not relieve the party of its proportionate share of any
debts or other liabilities incurred by CVAG prior to the effective date of the parties' notice of
withdrawal;
C. Withdrawal shall result in the forfeiture of that party's rights and claims
relating to distribution of property and funds upon termination of CVAG as set forth in Section 7
below; and
D. Failure of a party to approve this Agreement within ninety (90) days
following approval by a majority of the membership shall constitute withdrawal for purposes of
this Section 6.2.
VII.
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TERMINATION AND DISPOSITION OF ASSETS
7.1 Termination of this Agreement.
CVAG shall continue to exercise the joint powers herein until the termination of
this Agreement and any extension thereof or until the parties shall have mutually rescinded this
Agreement; providing, however, that CVAG and this Agreement shall continue to exist for the
purposes of disposing of all claims, distribution of assets, and all other functions necessary to
conclude the affairs of CVAG.
Termination shall be accomplished by written consent of all of the parties, or shall
occur upon the withdrawal from CVAG of a sufficient number of the agencies enumerated herein
so as to leave less than five (5) of the enumerated agencies remaining in CVAG.
7.2 Distribution of Property and Funds.
In the event of the termination of this Agreement, any property interest remaining
in CVAG following the discharge of all obligations shall be disposed of as the Executive
Committee shall determine with the objective of returning to each party a proportionate return on
the contributions made to such properties by such parties, less previous returns, if any.
VIII.
MISCELLANEOUS
8.1 Amendments.
This Agreement may be amended with the approval of not less than a majority vote
of all members.
8.2 Notices.
Any notice or instrument required to be given or delivered by depositing the same
in any United States Post Office, registered or certified, postage prepaid, addressed to the
addresses of the parties as shown on Exhibit"A", shall be deemed to have been received by the
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party to whom the same is addressed at the expiration of seventy-two (72) hours after deposit of
the same in the United States Post Office for transmission by registered or certified mail as
aforesaid.
8.3 Effective Date.
This Agreement shall be effective at such time as this Agreement has been
executed by a majority of the public agencies enumerated herein.
8.4 Arbitration.
Any controversy or claim between any two or more parties to this Agreement, or
between any such party or parties and CVAG, with respect to disputes, demands, differences,
controversies, or misunderstandings arising in relation to interpretation of this Agreement, or any
breach thereof, shall be submitted to and determined by arbitration. The party desiring to initiate
arbitration shall give notice of its intention to arbitrate to every other party to this Agreement and
CVAG. Such notice shall designate as "respondents" such other parties as the initiating party
intends to have bound by any award made therein. Any party not so designated but which
desires to join in the arbitration may, within ten (10) days of service upon it of such notice, file a
response indicating its intention to join in and to be bound by the results of the arbitration, and
further designating any other parties it wishes to name as a respondent. Within twenty (20) days
of the service of the initial demand for arbitration, the initiating party and the respondent shall
each designate a person to act as an arbitrator. The two designated arbitrators shall mutually
designate a third person to serve as arbitrator.
The three arbitrators shall proceed to arbitrate the matter in accordance with the
provisions of Title 9 of Part 3 of the Code of Civil Procedure, Section 1280 et seq. The parties
to this Agreement agree that the decision of the arbitrators will be binding.
8.5 Limited Waiver of Sovereign Immunity.
Notwithstanding Section 8.12 below, the Indian tribes enumerated herein do not
waive, limit, or modify their sovereign immunity against contested suit except as specifically
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provided in this Section 8.5. The Indian tribes hereby individually agree to waive their sovereign
immunity solely for the limited purpose of authorizing only the other Indian tribes enumerated
herein, CVAG, County of Riverside, City of Coachella, City of Indio, City of La Quinta, City of
Indian Wells, City of Palm Desert, City of Rancho Mirage, City of Cathedral City, City of Palm
Springs, City of Desert Hot Springs, and City of Blythe (the "Covered Parties") (1) to initiate an
arbitration seeking to enforce all rights granted to the Covered Parties under this Agreement; (2)
to seek provisional remedies in aid of arbitration; or (3) to enforce an arbitration award. In the
event the Indian tribes enumerated herein and the Covered Parties have a dispute and are unable
to resolve the dispute without litigation, the only jurisdiction and venue for litigation arising from
and/or related to this Agreement shall be either the United States District Court, Central District
of California, Riverside Branch, or the Superior Court of the State of California, County of
Riverside.
8.6 Partial Invalidity.
If any one or more of the terms, provisions, sections, promises, covenants, or
conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void, or
voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the
remaining terms, provisions, sections, promises, covenants, and conditions of this Agreement
shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted
by law. The governing body of each of the members hereby declares that it would have adopted
each section, subsection, sentence, clause, phrase, or portion of this Agreement, irrespective of
the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions of
this Agreement be declared invalid or unenforceable.
8.7 Successors.
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the parties hereto.
8.8 Assignment.
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The parties hereto shall not assign any rights or obligations under this Agreement
without written consent of all other parties.
8.9 Execution.
The Board of Supervisors of the County of Riverside, the city councils of the cities
and the tribal councils of the Indian tribes enumerated herein have each authorized execution
of this Agreement, as evidenced by the authorized signatures below, respectively. Upon the
approval of this Agreement by a majority vote of the existing members of CVAG, the Second
Restatement and Amendment of the Joint Powers Agreement of the Coachella Valley
Association of Governments and all prior versions of same shall be superseded, void, and of no
effect.
8.10 Governing Law.
This Agreement shall be deemed to have been made, and shall be construed and
interpreted, in accordance with the laws of the State of California.
8.11 Execution in Counterparts.
This Agreement may be executed on behalf of the respective members in one or
more counterparts, all of which shall collectively constitute one agreement.
8.12 Enforcement of Agreement.
CVAG is hereby authorized to take any or all legal or equitable actions, including
but not limited to injunctive relief and specific performance, necessary or permitted by law to
enforce this Agreement.
8.13 No Third-Party Beneficiaries.
This Agreement is intended solely for the benefit of the CVAG and the parties to
this Agreement, and no third party shall be deemed to be a beneficiary or to have any rights
hereunder against the Association or any of its members.
18
CONTRACT NO. C00365
The members of this Third Restated and Amended Joint Powers Agreement have caused this
Agreement to be executed on their behalf as of the date specified below, respectively, as follows:
[SIGNATURES ON FOLLOWING PAGES]
COUNTY OF RIVERSIDE CITY OF CATHEDRAL CITY
By: By:
Date: Date:
CITY OF COACHELLA CITY OF DESERT HOT SPRINGS
By: By:
Date: Date:
CITY OF PALM SPRINGS CITY OF PALM DESERT
By: By:
Date: Date:
CITY OF RANCHO MIRAGE CITY OF BLYTHE
By: By:
Date: Date:
CITY OF INDIAN WELLS CITY OF LA QUINTA
19
CONTRACT NO. C00365
By: By:
Date: Date:
CITY OF INDIO AGUA CALIENTE BAND OF CAHUILLA
INDIANS
By: By:
Date: Date:
CABAZON BAND OF MISSION INDIANS
By:
Date:
20
THIRDS€C-AN-D AMENDMENT AN❑ RESTATEMENT ❑F_
THE JOINT POWERS AGREEMENT OF
THE COACHELLA VALLEY ASSOCIATION OF
GOVERNMENTS
This Third Amendment and Restatement of the Joint Powers Agreement of the
Coachella Valley Association of Governments ("Agreement'rThis Agree-n ent is intended t❑
be a restatement and amendment ❑f the Joint Powers Agreement Formation of the Coachella
Valley Association of Governments entered into on ❑r about November 1973, and amended ❑n
or about June 26, 1989, This Agreement is made and entered into on the day of
2018 16th day of—June 1998 pursuant to Government Code Section 6500 et seq. and other
pertinent provisions of law, by and between some or all of the following public
agencies:
(a) County of Riverside
(b) City of Coachella
(c) City of Indi❑
(d) City of La Quinta
(e) City of Indian Wells
(f) City of Palm Desert
(g) City of Rancho Mirage
(h) City of Cathedral City
(I) City of Palm Springs
(j) City of Desert Hot Springs
(k) City ❑f Blythe
(I) Aqua Caliente Band of Cahuilla Indians
(m) Cabazon Band of Mission Indians
RECITALS
A. Each member and party to this Agreement is a governmental entity "public agency"
as that term is defined in Government Code Section 6500 established by law with
full powers of government in legislative, administrative, financial, and other
related fields.
The Coachella Valley Association of Governments ( CVAG"} was formed in 1973
so that its members might coordinate and improve the planning and delivery of
governmental responsibilities common to all the member entities within the local
region.
C. The public interest requires that a multiiurisdictional agency in the Coachella Valley
explore areas of inter-governmental cooperation and coordination of government
programs and provide recommendations and solutions to problems of common and
general concern to its members;
D. The public interest requires that an agency with the aforementioned goals not
possess the authority to compel any of its members to conduct any activities or
implement any plans or strategies that they do not wish to undertake (except for the
payment of dues, if any);
E. Each member, by and through its legislative body, has determined that a
multijurisdictional organization to assist in planning and voluntary coordination
among the public agencies in the Coachella Valley is required in furtherance of the
public interest, necessity and convenience;
F. Each member, by and through its legislative body, has independently determined
that the public interest, convenience and necessity require the execution of this
Agreement by and on behalf of each such member; and
B,G.The purpose of this Third Amendment and Restatement is to update the existing
joint powers agreement for the continuing and ongoing operation of CVAG.
The original members contemplated that other public entities might wish to
soma partial ref CWAC`_ T-o at end, th, ngiinal Joint l owers reement-a-nd
the First Amendment thereto provided for the admission of additional Coachella
Valley public entities._
While the original member Cities are located within the Coachella Val *a
partp cognize that other public entities-within the Riverside County desert ar a
roan contribute to and 4.enefit f eon AGIs effort ❑ccordingly the members
�vrzS. .grl�cn�n-r
now seek-is widen the scope of participation in CVAG to include other public
entities.and tribes within the area:
Spec:ficakky, the parties desire that the city of Blythe be admitted as a
ber of CVAG, Prior to admission hereunder, Blythe was the oh-ty eity in
Riverside County not affiliated with either CVAG er I VRf"`OG
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:
PURPOSE AND POWERS
1.1. Agency Created.
There is hereby created a public entity to be known as the "Coachella Valley
Association of Governments." ("CVAG"). CVAG is formed by this Agreement pursuant to the
provisions of Government Code Section 6500 et seq. and other pertinent provisions of law.
CVAG shall be a public entity separate from the parties hereto.
1.2. Powers.
1.2.1. CVAG estahliohed here„.,4er shall perform all necessary functions to
fulfill the purposes of this Agreement. Among other functions, CVAG shall:
•
a. Serve as a forum for consideration, study, and recommendation on area- wide
and regional problems;
b. Assemble information helpful in the consideration of problems peculiar to the
desert regions;
c Explore practical avenues for intergovernmental cooperation, coordination,
and action in the interest of local public welfare and means of improvement in the
administration of governmental services; and
d. Serve as the clearing house review body for Ffederally-funded projects in
accordance with Circular A-95 in conjunction with the Southern California Association of
Governments.
1.2.2. When authorized pursuant to an implementation Agreement, -CVAG
shall have the power in its own name to do any of the following:
a. To exercise jointly the common powers of its members to manage and
administer any implementation Agreement program;
b. To make and enter into contracts;
c. To employ agents, officers and employees:
ed. To contract for the services of engineers, attorneys, planners, financial
consultants and separate and apart therefrom to employ such other persons, as it deems
necessary;
de. To incur debts, liabilities, obligations, and issue bonds;
To adopt rules, regulations, policies, bylaws and procedures governing the
operation of CVAG +ri er-daase wither-iffipiernentatp rr Agrcorrlont;
fg. To apply for an appropriate grant or grants under any federal, state, or local
program for assistance in developing an Implementation Agreement program;
gh. To receive gifts,contributions, and donations of property, funds, services, and
other forms of financial assistance from persons, firms, corporations, and any governmental
entity;
To acquire, hold, and dispose of property by eminent domain, lease, lease
purchase or saleir+ use witi21 the Implementation Agreement and subject to the
conditions therein;
LTo lease, acquire, construct, manage, maintain, and operate any buildings
works, or improvements; and
H. To sue and be sued in its own name.
au-t# i�e4-by an Implementation Agreement in furtherance of said-agfeemcnt's
tease:
1.2.3. CVAG shall, in addition, have all implied powers necessary to perform its
functions. It shall exercise its powers only in a manner consistent with the provisions of applicable
law. this Agreement and the Bylaws. in accordance with Government Code Section 6509, the
powers of CVAG shall be exercised in the manner prescribed in the Joint Exercise of Powers Act,
Government Code Sections 6500 et seq., as that Act now exists and may hereafter be amended,
and shall be subject to the restrictions upon the manner of exercising such powers that are
imposed upon the County of Riverside, a charter law county, in the exercise of similar powers;
provided however, that if the County of Riverside shall cease to be a member, then CVAG shall
be restricted in the exercise of its power in the same manner as the City of Palm Desert, a
charter law city.
11.
ORGANIZATION OF ASSOCIATION
2.1. Membership.
The parties to CVAG shall each be a public entity agency —which has
executed or hereafter executes this Agreement, or any addenda, amendment, or supplement
thereto, and which has not, pursuant to provisions hereof, withdrawn therefrom.
2.2. Names.
The names, particular capacities, and addresses of the parties at any time
shall be shown on Exhibit "A" attached hereto, as amended or supplemented from time to
time.
2.3 Duties_
CVAG shall do whatever is necessary and required to carry out the purposes
of this Agreement and when authorized by an tmplemeAtatien--Agreenge4 to make and enter
into such contracts, incur such debts and obligations, assess contributions from the members,
and perform such other acts as are necessary to the accomplishment of the purposes of such
Agreement, within the provisions of Government Code Section 6500 et seq. and as prescribed
by the laws of the State of California.
2.4. Governing Body.
2.4.1. CVAG shall be governed by a General Assembly with membership
consisting of the County of Riverside and each member city and Indian tribe which is a
signatory to this Agreement. Each member agency of the Genera! Assembly shall have five i 5 i.
votes in the General Assembly and each vote shall be vested in and be exercised by a
mayor. council member, a tribal council member or county supervisor or each of the entities'
representatives' respective appointed delegees, who need not be elected officials. The General
Assembly shall act only upon a majority of a quorum. A quorum shall consist of a majority of
the General Assembly provided that a majority of the member agencies are present.The
General Assembly may adopt and amend by-laws for the administration and management of
this Agreement. which-when adopted and approved shall be r n integral part of this ❑greement
Such by laws may provide for the management and administration of this Agreement.
2.4.2. There shall be an Executive Committee that exercises the powers of this
Agreement between sessions of the General Assembly. Members of the Executive Committee
shall be the mayor. or the mayor's docignoc, from each of the member cities, the tribal chair
from each Indian tribe, and the five members of the Riverside County Board of Supervisors,
except any Ccity Gcouncil, at its discretion, eaRmay appoint a Mmayor Pro Item or other
current city council member in place of the Mmayor and any Indian tribal council may appoint
one of its current council members in place of the tribal chair. The Executive Committee shall
act only upon a majority of a quorum. A quorum shall consist of a majority of the member
agencies.
2.4.3. Each membec-of the General Assembly and the Executive Committee shalt
be a current-member of the legislative body-such member represents.
2.4.43. Each participating member on the Executive Committee shall also have an
alternate, who must also be a current member of the legislative body of the party such
alternative represents, with the exception of the alternates to the members representing the
County of Riverside, who need not be elected officials. The name of the alternate members
shall be on file with the Executive Committee. An alternate member shall assume all rights
and duties of the absent member.
2.4.r4. Each participating member and alternate shall hold office from the
first meeting of the Executive Committee after their appointment by-the City Council or Board-of
S-uperv+sors until a successor is named. Participating Mmembers and alternates shall be
appointed by and serve at the pleasure of their appointing body and may be removed at any
time, with or without cause, at the sole discretion of the legislative body of the party such
member represents.
2.4.5 Participating members and alternates of the Executive Committee shall
receive no compensation but may be reimbursed for expenses necessarily and reasonably
incurred in connection with their service on the Executive Committee.
2.5. Principal Office.
The principal office of CVAG shall be established by the Executive Committee and
shall be located within the Coachella Valley, The Executive Committee is hereby granted
full power and authority to change said principal office from one location to another within the
Coachella Valley. Any change shall be noted by the Secretary under this section but shall not
be considered an amendment to this Agreement.
2.6. Meetings.
The Executive Committee shall meet at the principal office of the agency or at
such other place as may be designated by the Executive Committee. The time and place of
regular meetings of the Executive Committee shall be determined by resolution adopted by
the Executive Committee; a copy of such resolution shall be furnished to each party hereto.
Regular special and adjourned and-sp cial meetings shall be called and conducted in
accordance with the provisions of the Ralph M. Brown Act, Government Code Section 54950
et seq., as it may be amended.
2.7. Powers and Limitations Thereon.
All of the powers and authorities of the agency shall be exercised by the
General Assembly and its Executive Committee. Unless otherwise provided herein, each
member or participating alternate shall be entitled to one vote, and a vote of the majority of
those present and qualified to vote constituting a quorum may adopt any motion, resolution, or
order and take any other action they deem appropriate to carry forward the objectives of the
agency.
2.8. Minutes.
The Secretary of the agency shall cause to be kept minutes of regular, special and
adjourned regular and special meetings of the General Assembly and Executive Committee,
and shall cause a copy of the minutes to be forwarded to each member and to eacn of the
members hereto.
2.9. Rules.
The Executive Committee may adopt from time to time such rules and
regulations for the conduct of its affairs consistent with this Agreement or--a-n-y
dmplernentat+on Agreement.
2.10. Vote or Assent of Parties.
The vote, assent, or approval of parties in any manner requiring such vote,
assent, or approval hereunder shall be evidenced by a certified copy of the action of the
governing body of such party filed with the agency. It shall be the responsibility of the
Executive Director to obtain certified copies of said actions.
2.11. Officers.
There shall be selected from the membership of the Executive Committee, a
chairi:.a : and a vice chairman. The Executive Director shall be the 7ecretary. The Executive
Committee shall designate an officer or employee of a member public agency to hold the
office of treasurer for CVAG. Such person shall possess the powers of, and shall perform the
treasurer functions for, CVAG and perform those functions required by Government Code
Sections 6505, 6505.5, and 6505.6, including any subsequent amendments thereto.
The chair and vice-chair, shall hold office for a period of one year commencing
July 1st of each and every fiscal year;
appointed shalllrl hrt office from the date of appointment- Bunn 70th of the ensuing-fiscal
year. Except for the Executive Director, any officer, employee, or agent of the Executive
Committee may also be an officer, employee, or agent of any of the members. The appointment
by the Executive Committee of such a person shall be evidence that the two positions are
compatible.
2.12 Committees.
The Executive Committee may, as it deems appropriate, appoint committees to
accomplish the purposes set forth herein. All committee meetings of CVAG shall be open to all
members.
2.13. Additional Officers and Employees.
The Executive Committee shall have the power to appoint such additional
officers and to employ such employees and assistants as may be appropriate. Such officers
and employees may also be, but are not required to be, officers and employees of the
individual members.
2.14. Bonding Requirement.
The officers or persons who have charge of, handle, or have access to any
property of CVAG shall be the members of the Executive Committee, the treasurer, the
Executive Director, and any other officers or persons to be designated or empowered by the
Executive Committee. Each such officer or person shall be required to file an official bond with
the Executive Committee in an amount which shall be established by the Executive
Committee. Should the existing bond or bonds of any such officer be extended to cover the
obligations provided herein, said bond shall be the official bond required herein. The
premiums on any such bonds attributable to the coverage required herein shall be appropriate
expenses of CVAG.
2.15. Status of Officers and Employees.
Ail of the privileges and immunities from liability, exemption or immunity
from laws, ordinances, and rules, all pension, relief, disability,worker's compensation, and other
benefits which apply to the activity of officers, agents, or employees of any of the members
when performing their respective functions shall apply to them to the same degree and extent
while engaged in the performance of any of the functions and other duties under this
Agreement. None of the officers, agents, or employees appointed by the Executive
Committee shall be deemed, by reason of their employment by the Executive Committee, to be
employed by any of the members of by reason of their employment by the Executive
Committee, to be subject to any of the requirements of such members.
III.
FUNDS AND PROPERTY
3.1. Treasurer.
The Executive Committee shall designate the treasurer or other officer
or employee of one of the member agencies z o serve as Ttreasurer as--depository for
CVAG and he or she shall have custody of all funds and shall provide for strict
accountability thereof in accordance with Government Code Section
6505.5 and other applicable laws of the State of California. He Li' shall perform all of the
duties required by-him in Government Code Section 6505 et seq.
3.2. Expenditure of;l unds.
The funds under this Agreement shall be expended only in furtherance of the
purposes hereof and in accordance with the laws of the State of California and standard
accounting practices shall be used to account for all funds received and disbursed.
3.3. Fiscal y ear.
CVAG shall be operated on a fiscal year basis, beginning on July 1 of each year
and continuing until June 30 of the succeeding year. Prior to July 1 of each year, the General
Assembly shall adopt a final budget for the expenditures of CVAG during the fiscal year.
3.4. Contributions/Public Funds.
In preparing the budget, the General Assembly by majority vote of a quorum
shall determine the amount of funds which will be required from its members for the
purposes of this Agreement. The funds required from its members after approval of the final
budget shall be raised by contributions, fifty-percent (50%1 of which will be assessed on a
per capita basis and fifty-percent (50%1 on an assessed valuation basis, each city paying on
the basis of its population and assessed valuation and the County paying on the basis of the
population and assessed valuation within the unincorporated area of Coachella Valley as
defined in the by-laws. Contributions from the Indian tribes shall be equal to the lowest
contribution assessed against any single CVAG member jurisdiction. The parties, when
informed of their respective contributions, shall pay the same before August 1st of the fiscal
year for which they are assessed.
In addition to the contributions provided, advances of public funds from the
parties may be made for the purposes of this Agreement. When such advances are made,
they shall be repaid from the first available funds of CVAG.
The General Assembly shall have the power to determine that personnel,
equipment, or property of one or more of the parties to the Agreement may be used in lieu
of fund contributions or advances.
All contributions and funds shall be paid to CVAG and shall be disbursed by
a majority vote of a quorum of the Executive Committee, as authorized by the approved
budget.
3.5. Control and Investment of CVAG Funds.
The Governing Board shall adopt a policy for the control and investment of its
funds and shall require strict compliance with such policy. The policy shall comply, in all
respects, with all provisions of applicable law.
IV.
BUDGETS AND DISBURSEMENTS
4.1. Annual Budget.
The General Assembly shall adopt upon the approval of a quorum of the
members of the General Assembly, an annual budget, for the ensuing fiscal year, pursuant to
procedures developed by the General Assembly. The Executive Committee may at any time
amend the budget to incorporate additional income and disbursements that might become
available to CVAG for its purposes during a fiscal year.
4.2. Disbursements.
The Executive Director shall request warrants from the Ttreasurer in accordance
with budgets approved by the General Assembly or Executive Committee subject to quarterly
review by the Executive Committee. The ==preasurer shall pay such claims or disbursements
and such requisition for payment in accordance with rules, regulations, policies, procedures,
and bylaws adopted by the Executive Committee.
4.3. Accounts.
All funds ether than any Implementation—Agreement funds will be placed in
accounts and the receipt, transfer, or disbursement of such funds during the term of this
Agreement shall be accounted for in accordance with generally accepted accounting
principles applicable to governmental entities and pursuant to Gov. Code Section 6505 et seq.
and any other applicable laws of the State of California. There shall be strict accountability of
all funds. All revenues and expenditures shall be reported to the Executive Committee.
4.4. Blythe Transportation Funds.
Coachella Valley and Blythe/Palo Verde Valley transportation-related funds
shall not be commingled without the approval by two-thirds vote of the Executive
Committee, one of which votes must be by the voting member representing the City of
Blythe.
4.45. Expenditures Within Approved Annual Budget.
All expenditures shall be made within the approved annual budget. No
expenditures in excess of those budgeted shall be made without the approval of a majority of
a quorum of the Executive Committee.
4.. Audit.
The records and accounts of CVAG shall be audited annually -by an independent
certified public accountant and copies of such audit report shall be filed with the County Auditor,
State Controller, and each party to CVAG no later than fifteen (15) days after receipt of said
audit by the Executive Committee.
4.r r. Reimbursement of Funds.
Grant funds received by CVAG from any federal, state, or local agency to pay for
budgeted expenditures for which CVAG has received all or a portion of said funds from the
parties hereto shall be used as determined by CVAG's Executive Committee.
V.
LIABILITIES
5.1. Liabilities.
The debts, liabilities, and obligations of CVAG shall be the debts, liabilities, or
obligations of CVAG alone and not of the parties to this Agreement.
5.2, Hold Harmless and indemnity.
Each party hereto agrees to indemnify and hold the other parties harmless from
ail liability for damage, actual or alleged, to persons or property arising out of or resulting
from negligent acts or omissions of the indemnifying party or its officials. officers,
employees or agents. Where the General Assembly or Executive Committee itself or its
officials, officers,agents or employees or agents are held liable for injuries to persons
or property, each party's liability for contribution or indemnity for such injuries shall be
based proportionately upon the contributions (less voluntary contributions) of each
member. In the event of liability imposed upon any of the parties to this Agreement, or
upon the General Assembly or Executive Committee created by this Agreement, for injury
which is caused by the negligent or wrongful act or omission of any of the parties in the
performance of this Agreement, the contribution of the party or parties not directly
responsible for the negligent or wrongful act or omission shall be limited to One Hundred
Dollars ($1OO.00). The party or parties directly responsible for the negligent or wrongful
acts or omissions shall indemnify, defend, and hold all other parties harmless from any
liability for personal injury or property damage arising out of the performance of this
Agreement.
VI.
ADMISSION AND WITHDRAWAL OF PARTIES
6.1. Admission of New Parties.
It is recognized that public entitiesagncies, other than those that are a party
to this Agreement, may wish to participate in CVAG. Additional public entities-agencies may
become parties to CVAG upon such terms and conditions as provided by the General
Assembly or Executive Committee and the consent of two-thirds (2/3) of the existing parties
to CVAG, evidenced by the execution of a written addendum to this Agreement, and signed
by all of the parties including the additional party.
6.2. ACifFiis€+oin of the City of BIvthe
❑ The City of CZkythe is heceby made . 1e bef-of GVOG Suhietonly-t_thr ition
herein staterl the-City of Blythe shall be subject to the terms of-the-Joint-Powers-Agreement-
Formation-of the Coachella ValleAssociation of Govoments-entered into on oF-about,
November O7r2 as it was earlier amencied and restated�by theCAmendment anrt Resttattemennt
of-the-Joint Powers Agreement ated June 26, 1989, and a:-it-FM-hereby-forther-amend„ ed-ley
t h i scene
B. A condition of membership by the Cie shall be that
fundc without thia appkii.val wytwo thir-ds- rite-9�-tka-€�Ac�+r9--C9mmitton�on 9 Qf-
.w4.'e4, . 44s muct bn
C- Membership by the City-of I.lythe shall be deemed-effective on the first day of the
next full month following execution of this A. endment by the City of Blythe-and at
least seven other C-VAG member iurisdictiono
6.32. Withdrawal Ffrom CVAG.
It is fully anticipated that each party hereto shall participate in CVAG until the
purposes set forth in this Agreement are accomplished. The withdrawal of any party, either
voluntary or involuntary, unless otherwise provided by the General Assembly or Executive
Committee, shall be conditioned as follows:
A. In the case of a voluntary withdrawal following a properly noticed public
hearing, written notice shall be given to CVAG, one (1 ) year and ninety_(9!) days prior to
the effective date of withdrawal;
B. Withdrawal shall not relieve the party of its proportionate share of any debts or
other liabilities incurred by CVAG prior to the effective date of the parties' notice of
withdrawal;
C. Withdrawal shall result in the forfeiture of that party's rights and claims relating
to distribution of property and funds upon termination of CVAG as set forth in Section 7
below and,
D. Failure of a party to approve this Agreement within ninety (SO) days following
approval by a majority vote of the membership shall constitute withdrawal for purposes of this
Section 6.2.
D. Withdrawal from any Implementation Agreement sha t be dee
withdrawal from membership in CVAG.
VII.
TERMINATION AND DISPOSITION OF ASSETS
7.1. Termination of this Agreement_
CVAG shall continue to exercise the joint powers herein until the termination of
this Agreement and any extension thereof or until the parties shall have mutually rescinded this
Agreement; providing, however, that CVAG and this Agreement shall continue to exist for the
purposes of disposing of all claims, distribution of assets, and all other functions necessary
to conclude the affairs of CVAG.
Termination shall be accomplished by written consent of all of the parties, or
shall occur upon the withdrawal from CVAG of a sufficient number of the agencies
enumerated herein so as to leave less than five 5; of the enumerated agencies remaining
in CVAG.
7.2 Distribution of Property and Funds.
In the event of the termination of this Agreement. any property interest
remaining in CVAG following the discharge of all obligations shall be disposed of as the
Executive Committee shall determine with the objective of returning to each party a
proportionate return on the contributions made to such properties by such parties, less
previous returns, if any.
Vltl
IMPLEMENTATION AGREEMENTS
8.1 Execution of Agreement.
Six (6) or mere of the pubic-agencies enumerated herein, or if approved by the
Executive Committee then two (2) or more of the public agencies-enurnerafed-herein, may
_and administter-a-rea wide and regional program+ in-tho interest of the local public
welfare. The costs incurred by -GVAG_ in implementing a program ncluding ind:re t coste,
shall be assessed only to those public agencies who are parties to that Implementation
Agreement,
8.2 Amendments.
Said Implementation Agreements may be amended from time to time with the
as otherwise provided—therein.
VIII.
MISCELLANEOUS
8.1. Amendments.
This Agreement may be amended with the approval of not less than two thirds a
majority vote
(2/3) of all members.
8.2. Notices.
Any notice or instrument required to be given or delivered by depositing the
same in any United States Post Office, registered or certified, postage prepaid, addressed to
the addresses of the parties as shown on Exhibit "A", shall be deemed to have been received
by the party to whom the same is addressed at the expiration of seventy-two (72) hours after
deposit of the same in the United States Post Office for transmission by registered or certified
mail as aforesaid.
8.3. Effective Date.
This Agreement shall be effective and-CVAG shall exist at such time as this
Agreement has been executed by a majority of the public agencies enumerated herein.
8.4. Arbitration.
Any controversy or claim between any two or more parties to this Agreement, or
between any such party or parties and CVAG, with respect to disputes, demands,
differences, controversies. or misunderstandings arising in relation to interpretation of this
eeatractAgreement, or any breach thereof, shall be submitted to and determined by
arbitration. The party desiring to initiate arbitration shall give notice of its intention to arbitrate to
every other
party to this Agreement and CVAG. Such notice shall designate as "respondents" such other
parties as the initiating party intends to have bound by any award made therein. Any party not
so designated but which desires to join in the arbitration may, within ten (10) days of service
upon it of such notice, file a response indicating its intention to join in and to be bound by
the results of the arbitration, and further designating any other parties it wishes to name as a
respondent. Within twenty (20) days of the service of the initial demand for arbitration, the
initiating party and the respondent shall each designate a person to act as an arbitrator. The
two designated arbitrators shall mutually designate a third person to serve as arbitrator.
The three arbitrators shall proceed to arbitrate the matter in accordance with the
provisions of Title 9 of Part 3 of the Code of Civil Procedure, Section 1280 et seq. The
parties to this Agreement agree that the decision of the arbitrators will be binding.
8.5 Limited Waiver of Sovereign Immunity.
Notwithstanding Section 8.12 below, the Indian tribes enumerated herein do not waive,
limit, or modify their sovereign immunity against contested suit except as specifically provided in
this Section 8.5. The Indian tribes hereby individually agree to waive their sovereign immunity
solely for the limited purpose of authorizing only the other Indian tribes enumerated herein, CVAG,
County of Riverside, City of Coachella, City of Indio, City of La Quinta, City of Indian Wells, City of
Palm Desert, City of Rancho Mirage, City of Cathedral City, City of Palm Springs, City of Desert
Hot Springs, and City of Blythe (the "Covered Parties") (1) to initiate an arbitration seeking to
enforce all rights granted to the Covered Parties under this Agreement, (2) to seek provisional
remedies in aid of arbitration: or (3) to enforce an arbitration award. In the event the Indian tribes
enumerated herein and the Covered Parties have a dispute and are unable to resolve the dispute
without litigation, the only jurisdiction and venue for litigation arising from and/or related to this
Agreement shall be either the United States District Court, Central District of California. Riverside
Branch, or the Superior Court of the State of California, County of Riverside.
8.5L,. Partial Invalidity.
If any one or more of the terms, provisions, sections, promises, covenants, or
conditions of this Agreement shall to any extent be adjudged invalid, unenforceable, void, or
voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the
remaining terms, provisions, sections, promises, covenants, and conditions of this Agreement
shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted
by law. The governing body -of each of the members hereby declares that it would have
adopted each section, subsection, sentence, clause, phrase, or portion of this Agreement.
irrespective of the fact that any one or more sections, subsections, sentences, clauses,
phrases, or portions of this Agreement be declared invalid or unenforceable.
—8.47. Successors.
This Agreement shall be binding upon and shall inure to the benefit of the
successors of the parties hereto.
8.78. Assignment.
The parties hereto shall not assign any rights or obligations under this
Agreement without written consent of all other parties.
8.89. Execution.
The Board of Supervisors of the County of Riverside: the city councils of the
cities and the tribal councils of the Indian tribes enumerated herein have each authorized
execution of this Agreement, as evidenced by the authorized signatures below, respectively.
Upon the approval of this Agreement by a majority of the existing members of CVAG, the
Second Restatement and Amendment of the Joint Powers Agreement of the Coachella valley
Association of Governments and all prior versions of same shall be superseded, void and of no
effect.
8.10 Governing Law.
This Agreement shall be deemed to have been made, and shall be construed and
interpreted, in accordance with the laws of the State of California.
8.11 Execution in Counterparts.
This Agreement may be executed on behalf of the respective members in one or more
counterparts, all of which shall collectively constitute one agreement.
8.12 Enforcement of Agreement.
CVAG is hereby authorized to take any or all legal or equitable actions, including but
not limited -
to injunctive relief and specific performance, necessary or permitted by law to enforce this-
Agreement.
8.13 No Third--Party Beneficiaries.
This Agreement is intended solely for the benefit of the CVAG and the parties to this
Agreement,
and no third party shall be deemed to be a beneficiary or to have any rights hereunder against
the Association or any of its members.
The members of this Third Restated and Amended Joint Powers Agreement have
caused this
Agreement to be executed on their behalf as of the date specified below, respectively, as follows:
COUNTY OF RIVERSIDE CITY OF CATHEDRAL CITY
By: By:
Date: Date:
CITY OF COACHELLA CITY OF DESERT HOT SPRINGS
By: _ By:
Date: Date:
CITY OF PALM SPRINGS CITY OF PALM ❑ESERT
By: By:
❑ate: Date:
CITY OF BLYTHE CITY OF RANCHO MIRAGE
By: By:
Date: Date:
CITY OF INDIAN WELLS CITY OF LA QUINTA
By: By:
❑ate: ❑ate:
CITY OF INDIO AGUA CALIENTE BAN❑ OF
CAHUILLA INDIANS
By: By:
Date: — ❑ate:
CABAZON BAN❑ OF MISSION INDIANS
By:
Date:
21
•
RECEIVED
CICE
pALM DESERT,'Clf;
2018 FEB 28 PM 3: 11
JENKINS & HOGIN, LLP
A LAW PARTNERSHIP
MEMORANDUM
TO: CVAG EXECUTIVE COMMITTEE
CC: TOM KIRK,CVAG EXECUTIVE DIRECTOR
FROM: MICHAEL JENKINS, GENERAL COUNSEL
DATE: FEBRUARY 27, 2018
RE: THIRD AMENDMENT TO JPA
During its February 26, 2018 meeting,the CVAG Executive Committee voted to
approve the Third Amendment and Restatement of the CVAG Joint Powers
Agreement (JPA).
Attached is the revised version of the JPA to reflect the changes that the Executive
Committee approved. The approved changes are highlighted within the document
and summarized as follows:
1. Section 1.2.2(i) was modified to add a phrase clarifying and strengthening the
JPA language as it pertains to eminent domain. It now provides veto authority
to any jurisdiction in which CVAG intends to exercise the power of eminent
domain for any purpose, not just transportation projects.
2. Section 1.2.4 was added expressly to allow member agencies to execute
implementation agreements in their discretion. This language more
accurately reflects CVAG's historic practice than the language in the current
JPA.
The CVAG staff report containing additional information about the amendment can
be found online.
Because the JPA requires that member jurisdictions approve the agreement within
90 days, CVAG is asking that you confirm receipt of this memo and notify them when
it will be placed on the Council's agenda for approval. If you have any questions or
need additional information, please contact CVAG Executive Assistant Joanna
Stueckle at 760-346-1127.
ITEM 7B
Coachella Valley Association of Governments ; w
cecutive Committee
February 26,2018 CV
Staff Report
Subject: Updates to the CVAG Joint Powers Agreement
Contact: Erica Felci, Governmental Projects Manager (efelci@cvag.org)
Recommendation: Approve the Third Amendment and Restatement of the CVAG Joint Powers
Agreement,which establishes the Agua Caliente Band of Cahuilla Indians and the Cabazon Band
of Mission Indians as formal members, and direct the Executive Director to distribute to member
jurisdictions for approval.
Technical Advisory Committee: Concurred and requested redline version (Meeting of February 12th)
Background: CVAG has a 45-year track record of coordinating government services in the Coachella
Valley. By providing solutions to the common issues of its members, CVAG promotes a better quality
of life and balanced growth for residents of central and eastern Riverside County.
CVAG itself was formed in November 1973 with the approval of the first Joint Powers Agreement(JPA).
In 1989—after voters passed Measure A—CVAG amended and restated the JPA to specify its role as
the regional transportation authority. In 1998, the JPA was amended again to include the City of Blythe
as a member. CVAG's members have since authorized separate JPA agreements for the Coachella
Valley Conservation Commission and for Desert Community Energy.
The General Assembly is CVAG's governing body and consists of City Council members from JPA
member jurisdictions, as well as all five Riverside County supervisorial districts. The Executive
Committee is the governing arm of the General Assembly. This structure was created for efficiency due
to the complexities in coordinating a General Assembly quorum for monthly meetings to conduct CVAG
business. Since CVAG's inception, JPA member jurisdictions agreed that the Executive Committee
would be made up of the Mayors of the member jurisdictions or their alternate/designee, so long as they
are sitting elected members of the city. All five Riverside County Supervisors were also made members
of the Executive Committee.
Over the years, members have suggested that CVAG's founding documents should be reviewed. In
2015, for example, CVAG staff was asked by Rancho Mirage Councilman Dana Hobart to explain why
the supervisors get five votes at the Executive Committee when cities get one vote. The founding
documents were also reviewed by CVAG's new legal counsel—Jenkins & Hogin, LLP, which was hired
in September 2017—as part of the firm's research to get familiar with CVAG's structure and practices.
After this review, legal counsel has drafted a Third Amendment and Restatement of the JPA (attached)
that better reflects CVAG's current mission and organizational structure.
The biggest change with the Third Amendment is the inclusion of the Agua Caliente Band of Cahuilla
Indians and the Cabazon Band of Mission Indians. The governments in the Coachella Valley have long
benefited from a unique relationship with the local tribal nations, whose reservations span across
several local cities. For decades, representatives of the Agua Caliente and the Cabazon tribes have
participated in regional decisions through their attendance at CVAG. Both tribes have been considered
voting members. They also have been paying dues like member jurisdictions do since fiscal year
1999/2000. Yet, the JPA has not been formally revised to include them.
In addition, there been legislative changes that better clarify the role that tribal nations have with
agencies such as CVAG. In 2011, the Governor signed Assembly Bill 307, which was legislation
authored by then-Assemblymember Brian Nestande to clarify that federally recognized Indian tribes
could enter into joint powers agreements.
The Third Amendment also includes some wording changes and technical changes that have been
reviewed by CVAG Legal Counsel, including the removal of language pertaining to an implementation
agreement. This language was not in the original JPA and CVAG records do not disclose why it was
incorporated into later amendments. According to Legal Counsel's review, the language is atypical for
an organization like CVAG. Removing it from the JPA does not impact the Executive Committee's
oversight nor the checks and balances that have existed since CVAG's creation.
Both the Agua Caliente and the Cabazon tribes have expressed an interest in amending the JPA to
formalize their membership with CVAG.The Agua Caliente Band of Cahuilla Indians Tribal Council also
took a vote on January 9 to approve formal participation in CVAG with the understanding that the Tribe
would see the JPA wording after it was approved by the Executive Committee.
The Third Amendment was presented to the Technical Advisory Committee at the February 12 meeting.
The TAC members requested a redline version of the amendment so the changes were more easily
identified. CVAG staff provided that version, as well as an errata memo, on February 14 and are
providing both with this staff report. Once approved by the Executive Committee, CVAG staff will re-
circulate the JPA to all its member jurisdictions for their approval and continued inclusion in CVAG.
Fiscal Analysis: There is no fiscal impact to the JPA amendment and restatement. The costs involved
in recirculating the JPA will be covered under existing staff time. Representatives of the Agua Caliente
and the Cabazon tribes have been, and will continue to, receive per diems for attending meetings.
The longstanding practice of dues assessment will also continue as normal. These assessments are
based on the lowest dues paid by jurisdictions. In fiscal year 2017/18, the assessment was $8,509 for
both the Agua Caliente and the Cabazon tribes.
Attachments: Third Amendment and Restatement of CVAG JPA
Third Amendment, redline version of changes
Errata Memo to TAC, February 14, 2018
To: Technical Advisory Committee members
From: Erica Felci, CVAG Governmental Projects Manager
Michael Jenkins, CVAG Legal Counsel
Date: February 14, 2018
At the February 12 TAC meeting, staff was asked to provide a redline version of the Third Amendment
and Restatement of the Joint Powers Agreement. That document is attached. Based on the
Committee's discussion, we also thought it would be helpful to provide you with further details of the
changes.
• Added members: As mentioned in the presentation, the biggest change is the formal addition of
two tribal nations, the Agua Caliente Band of Cahuilla Indians and the Cabazon Band of Mission
Indians. In addition to listing them as members, language has been added throughout to reflect
the inclusion of Indian tribes, such as clarification of their financial contributions (section 3.4)
and a section outlining the limited waiver of sovereign immunity (section 8.5)
• Added language: At the suggestion of CVAG's Legal Counsel, language has been added
throughout the document that is standard to organizations like CVAG. This includes standard
language out of the government code to reflect board powers standard to a JPA(section 1.2.3).
• Consistency and Clarifications: At the request of CVAG staff, Legal Counsel has identified
several small changes throughout the document to ensure the JPA is internally consistent.
Examples of this can be found throughout, particularly as it deals with effective dates (Section
8). By clarifying that CVAG needs a straight majority, the tribal membership can be formalized
faster.
• Use of alternates: CVAG's existing documents allow for the Riverside County Supervisors to
use alternates who may or may not be elected officials. It is believed that the language was
designed to reflect the fact that the Supervisors each represent large geographical areas, so
they may want to send staff. The revised JPA language is extending that option to all member
jurisdictions for the General Assembly. (section 2.4)
• Implementation Agreement: As discussed during Monday's meeting, the description of an
Implementation Agreement was added during a previous JPA amendment. The existing
language states that they are permitted but not required. According to CVAG Legal Counsel,
this language is atypical and removing it does not diminish the check-and-balance system that
existed since CVAG's formation. As such, the description of these agreements was removed
(originally section 8, which prompted renumbering later in the document). References to these
Agreements were also removed throughout the JPA.
• Participation rates: Language has been added to protect CVAG in the case that a member
jurisdiction may opt out. The language also includes a time trigger of 90 days for member
jurisdictions to approve the Third Amendment and Restatement (section 6.2). This is needed
because CVAG will need to know its membership as staff prepares the 2018-19 fiscal year
budget.
Staff will include both the redline and clean versions of the JPA, as well as this memo, with the packet
that is presented to the Executive Committee on February 26.
Please let us know if you have any questions.
VAG