Loading...
HomeMy WebLinkAbout2000-064 1 RESOLUTION NO. 2000-64 2 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY FISCAL YEAR 1999-2000 SECOND, THIRD AND FOURTH QUARTER OPERATING COST AND CAPITAL EXPENDITURE LOAN AGREEMENT, AUTHORIZING MONTHLY PAYMENTS TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY PURSUANT THERETO AND RESCINDING RESOLUTION NO. 1999-266 3 4 5 6 7 8 WHEREAS, the City of San Bernardino ("City") is a 9 municipal corporation and charter city organized and existing 10 pursuant to the constitution of the State of California; and 11 12 WHEREAS, in May, 1992, the San Bernardino International 13 Airport Authority, a joint powers authority organized and existing 14 under the laws of the State of California ("Authority") was 15 established pursuant to a Joint Exercise of Powers Agreement (as 16 amended, the "Joint Powers Agreement") by and among the City, the 17 County of San Bernardino ("County"), the City of Highland, the City 18 of Colton, the City of Loma Linda (each, a "Member" and 19 collectively, the "Members") and the City of Redlands; and 20 21 WHEREAS, the City of Redlands has voluntarily withdrawn 22 as a member of the Authority; and 23 24 WHEREAS, Section 11 of the Joint Powers Agreement 25 provides that each Member of the Authority shall pay a 26 proportionate share of the operating deficits and others debts of 27 the Authority; and 28 SBEO/0001/00C/3615 2/29/00 dgw 1 2000-64 1 WHEREAS, the recent bankruptcy of a tenant of the 2 Authority has created an ongoing operating deficit of approximately 3 $60,000 per month; and 4 5 WHEREAS, it is proposed that a loan agreement in 6 substantially the form attached hereto as Exhibit A (the "Loan 7 Agreement") be entered into by and among the Members and the 8 Authority pursuant to which the Authority would borrow money from 9 the Members for the purpose of paying certain operating costs and 10 other expenses of the Authority; and 11 12 WHEREAS, the City possesses the legal ability and 13 authority to loan funds to the Authority and desires to do so; and 14 15 WHEREAS, the Authority has determined that the Members 16 should loan to the Authority Ten Thousand Dollars 1$10,000.00) per 17 vote for the month of September, 1999; and 18 19 WHEREAS, the Authority has further determined that for 20 the months of October, November and December of 1999, assuming no 21 rental income is received by the Authority from the lease for the 22 hangar facilities referred to as Building 763 and no delinquent 23 rents are received by the Authority that were scheduled to have 24 been paid to the Authority for the period of time commencing on 25 January 1, 1999, through and including August 31, 1999, the Members 26 must loan to the Authority Ten Thousand Two Hundred Dollars 27 28 SBEO/0001/DOC/3615 2/29/00 dgw 2 2000-64 1 ($10,200.00) per vote per month for this period of time (the 2 "Monthly Loan Amount"); and 3 4 WHEREAS, the Authority has further determined that for 5 the months of January through June of 2000, inclusive, assuming no 6 rental income is received by the Authority from the lease for the 7 hangar facilities referred to as Building 763, no delinquent rents 8 are received by the Authority that were scheduled to have been paid 9 to the Authority for the period of time commencing on January 1, 10 1999, through and including August 31, 1999, and additional funds 11 are required for the payment of monthly operating deficits and 12 capital expenditures of the Authority during these months, the 13 Members must loan to the Authority Sixteen Thousand Dollars 14 ($16,000.00) per vote per month for this second period of time (the 15 "2000 Monthly Loan Amount"). 16 17 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY 18 THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS 19 FOLLOWS: 20 21 Section 1. The form of Loan Agreement attached hereto 22 as Exhibit A is hereby approved. The Mayor of the City ("Mayor") 23 is hereby authorized and directed for and in the name of and on 24 behalf of the City to execute and deliver the Loan Agreement in 25 substantially the form attached hereto as Exhibit A. which shall 26 supersede and be controlling over other loan agreements covering 27 the same period for October 1999 through June 2000, inclusive, and 28 SBEO/0001/DOC/3615 2/29/00 dgw 3 1--- 2000-64 1 presented to and considered at this meeting, with such changes 2 therein as the Mayor, in her discretion, may approve as being in 3 the best interest of the City, such approval to be conclusively 4 evidenced by such execution and delivery thereof. 5 6 Section 2. The payment of the 1999 Monthly Loan 7 Amount and the 2000 Monthly Loan Amount is hereby authorized. 8 9 Section 3. Resolution No. 1999-266 is hereby 10 rescinded. 11 /// 12 /// 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 23 24 25 26 27 28 SBEO/OO01/OOC/3615 2/29/00 dgw 4 2000-64 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY 2 FISCAL YEAR 1999-2000 SECOND, THIRD AND FOURTH QUARTER OPERATING COST AND CAPITAL EXPENDITURE LOAN AGREEMENT, AUTHORIZING MONTHLY 3 PAYMENTS TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY PURSUANT THERETO AND RESCINDING RESOLUTION NO. 1999-266 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly 6 adopted by the Mayor and Common Council of the City of 7 San Bernardino at a joint regular meeting thereof, held on 8 the 20th 9 10 Council: ESTRADA 11 LIEN MCGINNIS 12 SCHNETZ SUAREZ 13 ANDERSON MILLER 14 15 day of March, 2000, by the following vote, to wit: AYES X X X X X NAYS ABSTAIN ABSENT X X 17 The foregoing resolution day of March, 2000. () , /_ /I, / .r~.i /;J. L...-L(<.~ cIt")\::Clerk s hereby approved this ;</S 16 18 19 /0- alles, Mayor of San Bernardino 20 Approved as to form and ~'9,a~ Uy Attorney legal 21 By: 22 23 24 25 26 27 28 SBEO/0001/DOC/3615 2/29/00 dgw 5 2000-64 'J SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY FISCAL YEAR 1999-2000 SECOND, THIRD AND FOURTH QUARTER OPERATING COST AND CAPITAL EXPENDITURE LOAN AGREEMENT THIS LOAN AGREEMENT (The "Agreement") is made and entered into as of September 15, 1999, by and among the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a j oint powers authority organized and existing under the laws of the State of California (the "Authority"), THE COUNTY OF SAN BERNARDINO (the "County"), THE CITY OF SAN BERNARDINO ("San Bernardino"), THE CITY OF HIGHLAND ("Highland"), THE CITY OF COLTON ("Colton") and THE CITY OF LaMA LINDA ("Lorna Linda"). The County, San Bernardino, Highland, Colton and Lorna Linda are all public bodies, corporate and politic, duly existing under the laws of the State of California, and shall be collectively referred to herein as the "Members". WIT N E SSE T H: WHEREAS, the Authority is a joint powers authority, duly established and authorized to transact business and exercise powers under and pursuant to a Joint Exercise of Powers Agreement, as amended (the "Joint Powers Agreement") by and among the County, San Bernardino, Highland, Colton, Lorna Linda and the City of Redlands ("Redlands"); and WHEREAS, Redlands has voluntarily withdrawn as a member of the Authority; and WHEREAS, the Authority was established for the purposes of acquiring, operating, repairing, maintaining and administrating the aviation portions of the former Norton Air Force Base, now known as the San Bernardino International Airport (the "Airport"); and WHEREAS, the Authority has the powers set forth in the Joint Powers Agreement and as provided in the Joint Powers Act, Chapter 5, Division 7, Title 2 of the Government Code of the State of California; and WHEREAS, the Authority desires to borrow money for the purpose of paying certain operating costs and other expenses of the Authority; and WHEREAS, the Members individually possess the legal ability and authority to loan funds to the Authority for the purposes specified above (the "Loans") and desire to do so; and S8IA/OOOl/DOC/384-4 9/17/99 9;00 dgw - 1 - 2000-64 WHEREAS, in order to establish and declare the terms and conditions upon which the Loans are to be made, the Authority and the Members desire to enter into this Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the Authority and the Members, the valid, binding and legal obligation of the Authority and each of the Members, and to constitute this Loan Agreement as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in all respects duly authorized by the respective parties; and WHEREAS, on November 25, 1997, the Authority board authorized the issuance of invoices to the Members for moneys to cover operating cost and capital expenditure deficits for the time period from December 1997 through and including July 1998 in the aggrega te amount of One Hundred Eighteen Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($118,557.32) per vote of each Member on the Authority board, such invoices were issued by the Authority to the Members and such advances have not been the subject of a written loan agreement; and WHEREAS, the Authority has determined that the Members should loan to the Authority ten thousand dollars ($10,000.00) per vote for the month of August, 1999, as was previously billed to each Member on or about August 20, 1999; and WHEREAS the Authority has further determined that (i) for the months of October, November and December of 1999, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763 and no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, the Members must loan ten thousand two hundred dollars ($10,200.00) per vote per month for this period of time (the "1999 Monthly Loan Amount") to the Authority; and WHEREAS, the Authority has further determined that for the months of January through June of 2000, inclusive, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763, no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, and additional funds are required for the payment of monthly operating deficits and SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw - 2 - 2000-64 capi tal expenditures of the Authority during these months, Members must loan sixteen thousand dollars ($16,000.00) per per month for this second period of time (the R2000 Monthly Amount") to the Authority; and the vote Loan WHEREAS, the Authority may receive rental income from the lease of the Hangar Facilities referred to as Building 763 (the RHangar Facilities") or delinquent rent payments from the prior lease of the Hangar Facilities to SB Aerospace, then the 1999 Monthly Loan Amount and/or the 2000 Monthly Loan Amount, depending upon the year (s) in which any income or delinquent payments are received, will be proportionately reduced by the amount of such rental income; NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I Definitions Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Loan Agreement shall have the respective meanings as defined in this Section 1.01, for all purposes of this Loan Agreement. RCertificate of the Authority" means a certificate in writing signed by the President, Vice President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority in writing for that purpose. RLAIF" means the Local Agency Investment Fund. RLoan Agreement" means this Loan Agreement by and among the Authority and the Members, as originally entered into or as amended or supplemented pursuant to the provisions hereof. RRequest of the Authority" means a request in writing signed by the President, Vice-President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose. Section 1.02. Rules of Construction. All herein to RArticles, " RSections" and other subdivisions corresponding Articles, Sections or subdivisions of references are to the this Loan SBIA/0001/DOC/384-4 9/17/99 9:00 dgw - 3 - 2000-64 Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision. ARTICLE II Agreements to Extend Loans Section 2.01. Prospective Loan Amounts and Invoices. The chief financial officer of the Authority shall calculate on or before the last business day of each calendar month the anticipated cash flow deficit expected to be incurred by the Authority for the next succeeding calendar month. Invoices shall thereupon be issued to each Member setting forth (i) the total dollar amount of the expected cash flow deficit, (ii) the maximum dollar amount to be generated pursuant to the particular billing when paid by all Members, (iii) the specific dollar amount to be paid by each Member on a per vote basis in the Authority, and (iv) the date by which payments shall be remitted to the Authority. Commencing with the first monthly invoice issued after the date of this Agreement, the chief financial officer of the Authority shall proportionately reduce the invoices to the Members, in each month in which rental income is received by the Authority from the lease of the Hangar Facilities or delinquent rent payments are received by the Authority from the prior lease of the Hangar Facilities to SB Aerospace, by the amount of such rental income received by the Authority during such month. The dollar amount of such invoices as billed to each Member shall not exceed the 1999 Monthly Loan Amount or the 2000 Monthly Loan Amount, as applicable, based upon the availability of other funds of the Authority which may legally be used for the payment of operating expenses and capital expenditures of the Authority through and including June 30, 2000. Section 2.02. Previous Invoices. All amounts loaned by the Members pursuant to invoices issued to the Members by the Authority for the time period from December 1997 through and including July 1998 and August 1999 in the aggregate amount of One Hundred Twenty Eight Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($128,557.32) per vote of each Member on the Authority board shall be subject to all of the terms and conditions of this Agreement, as though this Agreement had been in effect at the time such invoices were issued to the Members by the Authority. Notwi thstanding any other provision, term or condition of this Agreement, immediately upon execution of this Agreement by each Member and without further notice or invoice, each such Member SBIA/OQQ1/DOC/384-4 9/17/99 9:00 dgw - 4 - iU- 2000-64 shall pay the originally invoiced and unpaid loan advance amounts due and payable to the Authority, without any adjustment, for the time period from December 1997 through and including July 1998 and August 1999. Section 2.03. Loan Terms. The terms on which Loans will be made under this Agreement are as follows: a. The principal amount of said loans will bear simple annual interest at the rate of two (2) points over the LAIF rate in effect at the time each principal amount is received by the Authority, with said rate being adjusted from time to time as the LAIF rate changes so as to always be two (2) points over the LAIF rate, with interest accruing on all unpaid principal from the date said principal is received by the Authority until all of said principal is repaid in full. b. The principal of the loans, together with any accrued interest thereon, will be repaid, in whole or in part, as funds which may be legally used for this purpose become available, as determined by the Authority. Section 2.04. Subordination of IVDA Loans. The Authority represents that it will consider the Loans made by the Members under the provisions of this Loan Agreement to be superior to the various loans previously extended to it by the Inland Valley Development Agency (the "IVDA") pursuant to written loan agreements, as amended, and that it will consider said IVDA loans to be subordinate to the Loans made hereunder. ARTICLE II I Default Provisions Section 3.01. Default. In the event that any Member or Members fail or refuse to make the loans provided for in this Loan Agreement as and when called for herein, then the Member or Members so failing shall be in default of this Loan Agreement, provided that the defaulting Member or Members first receive wri tten notice, given in accordance with Section 4.09 hereof, specifying the nature of the default. If a default is established under the provisions of this Section 3.01, the rights and remedies of the Authority and the defaulting Member or Members shall be as provided in Section 11 of the Joint Powers Agreement, as applicable. SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw - 5 - 2000-64 ARTICLE IV Miscellaneous Provisions Section 4.01. Optional Prepavment. The Authority has the right to prepay any portion of the various loans made under the provisions of this Loan Agreement without penalty at any time and from time to time on a proportionate basis to the Members in proportion to the principal amount of the advances then outstanding with respect to each Member. Any payments made by the Authority shall be credited first to unpaid interest in proportion to the interest then owed to each Member, and then to unpaid principal in proportion to the principal then owed to each Member. Section 4.02. Books and Accounts: Financial Statement. The Authority will keep, or cause to be kept, proper books of record and accounts, in which complete and correct entries shall be made of all transactions relating to the loans made under this Loan Agreement. Such books of record and accounts shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Members or their representatives authorized in writing. Section 4.03. Further Assurances. The Authority and the Members, and each of them, will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Loan Agreement. Section 4.04. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the Authority and the Members, any right, remedy or claim under or by reason of this Loan Agreement. Section 4.05. No Assianment. this Loan Agreement may assign or transfer created by this Loan Agreement without the of all of the other parties. None of the parties to any right or obligation express written consent Section 4.06. Amendment. amended by the parties hereto but approval of all parties hereto, governing body of each party. This only in and the Loan Agreement may be writing and with the authorization of the Section 4.07. Waiver of Personal Liabilitv. No member, officer, agent or employee of the Authority or the Members shall be individually or personally liable for the payment of the principal of or interest provided for in this Loan Agreement, but nothing SBIA/OOOl/DOC/384-4 9/17/99 9;00 dgw - 6 - 2000-64 herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 4.08. Payment on Business Davs. Whenever in this Loan Agreement any amount is required to be paid on a day which is not a business day, such payment shall be required to be made on the business day immediately following such day. Section 4.09. Notices. All written notices to be given under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective 48 hours after deposit in the United States mail, postage prepaid or, or in the case of personal delivery to any person, upon actual receipt at the address set forth below: If to the Authority: San Bernardino International Airport Authority 294 S. Leland Norton Way San Bernardino, CA 92408 Attn: Airport Director If to the County: County of San Bernardino 385 North Arrowhead Avenue San Bernardino, CA 92415 Attn: County Administrative Officer If to the City of San Bernardino: City of San Bernardino 300 North "0" Street, Sixth Floor San Bernardino, CA 92418 Attn: City Administrator If to the City of Colton: City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: City Manager If to the City of Highland: City of Highland 26985 Base Line Highland, Ca 92346 Attn: City Manager If to the City of Lorna Linda: City of Lorna Linda 25541 Barton Road Lorna Linda, CA 92354 Attn: City Manager SBIA/OOQl/DOC/384-4 9/17/99 9:00 dgw - 7 - 2000-64 Section 4.10. Partial Invaliditv. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. Section 4.11. Governina Law. shall be construed and governed in accordance State of California. This Loan Agreement with the laws of the Section 4.12. be executed in one or constitute an original. Counterparts. This Loan Agreement may more counterparts, each of which shall Section 4.13. Pari tv of Loans. Each loan made by the Members under this Loan Agreement shall be deemed to have equal dignity and priority with the other loans made hereunder, and no Loan, plus interest thereon, made by any Member shall have any priority or superior payment position over any other Loan made by the other Members pursuant to this Loan Agreement. In the absence of any written extensions, amendments or modifications to this Agreement or the execution of an additional written loan agreement or agreements, the provisions of Section 11 of the Joint Powers Agreement shall determine the principal amounts required to be loaned by the Members to the Authority for any additional funding of the operations and capital requirements of the Authority not covered herein. SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw - 8 - 2000-64 IN WITNESS WHEREOF, the San Bernardino International Airport Authority, the County of San Bernardino, the City of San Bernardino, the City of Highland, the City of Colton and the City of Lorna Linda have caused this Loan Agreement to be signed by their respective officers, all as of the day and year first above written. SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY BY'~ ~~ Name' ~ . . . - Title: ~ '6 iiZi.': <:.- ATTEST'~ ; " 'I. By: ecretary APPRO~ By: I 'Authority Counsel SBIA/OaOl/DOC/384-4 9/17/99 9:00 dgw - 9 - ATTEST: By: APPROVED AS TO FORM: By: County Counsel SBIA/OOOI/OOC/384-4 9/17/99 9:00 dgw 2000-64 COUNTY OF SAN BERNARDINO By: Name: Title: - 10 - 2000-64 ATTEST: By: ,~~ lJ, c.J..a~ Ci y Clerk APPROV D AS TO FORM: By: .~ SBIA/OOOI/DOC/384-4 9/17/99 9:00 dgw CITY OF BERNARDINO - 11 - 2000-64 ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBIA/0001/OOC/384-4 9/17/99 9:00 dgw CITY OF HIGHLAND By: Name: Title: - 12 - ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw 2000-64 CITY OF COLTON By: Name: Title: - 13 - 2000-64 By: Name: Title: ATTEST: By: L//J.) ~r"'-/)'~~ City Clerk APPROVED AS TO FORM: By: ~~~7 SBIA/OOO l/DOC/313 4-4 9/17/99 9:00 dgw - 14 - 2000-64 SAN BERNARDINO INTEElNATIONAL AIRPORT AUTHORITY FISCAL YEAR 1999-2000 SECOND, ,THIlU> AND FOURTH QUARTER OPERATING COST AND CAPITAL EXPENDITURE LOAN AGREEMENT THIS LOAN AGREEMENT (The ~Agreement")is made and entered into as of September 15, 1999, by and among the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a j oint powers authority organized and existing under the laws of the State of California (the "Authority"), THE COUNTY OF SAN BERNARDINO (the ~County"), THE CITY OF SAN BERNARDINO (~San Bernardino"), THE CITY OF HIGHLAND (~Highland"), THE CITY OF COLTON (~Colton") and THE CITY OF LOMA LINDA (~Loma Linda"). The County, San Bernardino, Highland, Colton and Lorna Linda are all public bodies, corporate and politic, duly existing under the laws of the State of California, and shall be collectively referred to herein as the ~Members". WIT N E SSE T H: WHEREAS, the Authority is a joint powers authority, duly established and authorized to transact business and exercise powers under and pursuant to a Joint Exercise of Powers Agreement, as amended (the "Joint Powers Agreement") by and among the County, San Bernardino, Highland, Colton, Lorna Linda and the City of Redlands (~Redlands"); and WHEREAS, Redlands has voluntarily withdrawn as a member of the Authority; and WHEREAS, the Authority was established for the purposes of acquiring, operating, repairing, maintaining and administrating the aviation portions of the former Norton Air Force Base, now known as the San Bernardino International Airport (the ~Airport"); and WHEREAS, the Authority has the powers set forth in the Joint Powers Agreement and as provided in the Joint Powers Act, Chapter 5, Division 7, Title 2 of the Government Code of the State of California; and WHEREAS, the Authority desires to borrow money for the purpose of paying certain operating costs and other expenses of the Authority; and WHEREAS, the Members individually possess the legal abili ty and authority to loan funds to the Authority for the purposes specified above (the ~Loans") and desire to do so; and S8IA/OOOl/DOC/384-4 9/11/99 9:00 dqw - 1 - " 2000-64 WHEREAS, in order to establish and declare the terms and conditions upon which the Loans ar~ to be made, the Authority and the Members desire to enter into this Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the Authority and the Members, the valid, binding and legal obligation of the Authority and each of the Members, and to constitute this Loan Agreement as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in all respects duly authorized by the respective parties; and WHEREAS, on November 25, 1997, the Authority board authorized the issuance of invoices to the Members for moneys to cover operating cost and capital expenditure deficits for the time period from December 1997 through and including July 1998 in the aggregate amount of One Hundred Eighteen Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($118,557.32) per vote of each Member on the Authority board, such invoices were issued by the Authority to the Members and such advances have not been the subject of a written loan agreement; and WHEREAS, the Authority has determined that the Members should loan to the Authority ten thousand dollars ($10,000.00) per vote for the month of August, 1999, as was previously billed to each Member on or about August 20, 1999; and WHEREAS the Authority has further determined that (i) for the months of October, November and December of 1999, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763 and no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, the Members must loan ten thousand two hundred dollars ($10,200.00) per vote per month for this period of time (the ~1999 Monthly Loan Amount") to the Authority; and WHEREAS, the Authority has further determined that for the months of January through June of 2000, inclusive, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763, no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, and additional funds are required for the payment of monthly operating deficits and SBIA/OOOI/DOC/3s4-4 9/11/99 9:00 dgw - 2 - 2000-64 capital expenditures of the Authority during these months, Members must loan sixteen thousand,dollars ($16,000.00) per per month for this second period of time (the ~2000 Monthly Amount") to the Authority; and the vote Loan WHEREAS, the Authority may receive rental income from the lease of the Hangar Facilities referred to as Building 763 (the ~Hangar Facilities") or delinquent rent payments from the prior lease of the Hangar Facilities to SB Aerospace, then the 1999 Monthly Loan Amount and/or the 2000 Monthly Loan Amount, depending upon the year(s) in which any income or delinquent payments are received, will be proportionately reduced by the amount of such rental income; NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I Definitions Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Loan Agr~ement shall have the respective meanings as defined in this Section 1.01, for all purposes of this Loan Agreement. ~Certificate of the Authority" means a certificate in writing signed by the President, Vice President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority in writing for that purpose. ~LAIF" means the Local Agency Investment Fund. ~Loan Agreement" means this Loan Agreement by and among the Authority and the Members, as originally entered into or as amended or supplemented pursuant to the provisions hereof. ~Request of the Authority" means a request in writing signed by the President, Vice-President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose. Section 1.02. Rules of Construction. All herein to ~Articles," ~Sections" and other subdivisions corresponding Articles, Sect ions or subdivisions of references are to the this Loan sarA/OOO l/DOC/ 38 4-4 9/17/99 9:00 dgw - 3 - 2000-64 Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision. ARTICLE II Agreements to Extend Loans Section 2.01. Prosoecti ve Loan Amounts and Invoices. The chief financial officer of the Authority shall calculate on or before the last business day of each calendar month the anticipated cash flow deficit expected to be incurred by the Authority for the next succeeding calendar month. Invoices shall thereupon be issued to each Member setting forth (i) the total dollar amount of the expected cash flow deficit, (ii) the maximum dollar amount to be generated pursuant to the particular billing when paid by all Members, (iii) the specific dollar amount to be paid by each Member on a per vote basis in the Authority, and (iv) the date by which payments shall be remitted to the Authority. Commencing with the first monthly invoice issued after the date of this Agreement, the chief financial officer of the Authority shall proportionately reduce the invoices to the Members, in each month in which rental income is received by the Authority from the lease of the Hangar Facilities or delinquent rent payments are received by the Authority from the prior lease of the Hangar Facilities to SB Aerospace, by the amount of such rental income received by the Authority during such month. The dollar amount of such invoices as billed to each Member shall not exceed the 1999 Monthly Loan Amount or the 2000 Monthly Loan Amount, as applicable, based upon the availability of other funds of the Authority which may legally be used for the payment of operating expenses and capital expenditures of the Authority through and including June 30, 2000. Section 2.02. Previous Invoices. All amounts loaned by the Members pursuant to invoices issued to the Members by the Authori ty for the time period from December 1997 through and including July 1998 and August 1999 in the aggregate amount of One Hundred Twenty Eight Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($128,557.32) per vote of each Member on the Authority board shall be subject to all of the terms and conditions of this Agreement, as though this Agreement had been in effect at the time such invoices were issued to the Members by the Authority. Notwithstanding any other provision, term or condition of this Agreement, immediately upon execution of this Agreement by each Member and without further notice or invoice, each such Member SBIA/OOO 1/OOC138 4 - 4 9/17/99 9:00 dgw - 4 - 2000-64 shall pay the originally invoiced and unpaid loan advance amounts due and payable to the Authority, without any adjustment, for the time period from December 1997 through and including July 1998 and August 1999. Section 2.03. Loan Terms. The terms on which Loans will be made under this Agreement are as follows: a. The principal amount of said loans will bear simple annual interest at the rate of two (2) points over the LAIF rate in effect at the time each principal amount is received by the Authority, with said rate being adjusted from time to time as the LAIF rate changes so as to always be two (2) points over the LAIF rate, with interest accruing on all unpaid principal from the date said principal is received by the Authority until all of said principal is repaid in full. b. The principal of the loans, together with any accrued interest thereon, will be repaid, in whole or in part, as funds which may be legally used for this purpose become available, as determined by the Authority. Section 2.04. Subordination of IVDA Loans. The Authority represents that it will consider the Loans made by the Members under the provisions of this Loan Agreement to be superior to the various loans previously extended to it by the Inland Valley Development Agency (the ~IVDA") pursuant to written loan agreements, as amended, and that it will consider said IVDA loans to be subordinate to the Loans made hereunder. ARTICLE III Default Provisions Section 3.01. Default. In the event that any Member or Members fail or refuse to make the loans provided for in this Loan Agreement as and when called for herein, then the Member or Members so failing shall be in default of this Loan Agreement, provided that the defaulting Member or Members first receive written notice, given in accordance with Section 4.09 hereof, specifying the nature of the default. If a default is established under the provisions of this Section 3.01, the rights and remedies of the Authority and the defaulting Member or Members shall be as provided in Section 11 of the Joint Powers Agreement, as applicable. SBtA/OOO 1 IDee/ 38 4-4 9/17/99 9;00 dqw - 5 - 2000-64 ARTICLE IV Miscellaneous Provisions Section 4.01. Optional Prepavrnent. The Authority has the right to prepay any portion of the various loans made under the provisions of this Loan Agreement without penalty at any time and from time to time on a proportionate basis to the Members in proportion to the principal amount of the advances then outstanding with respect to each Member. Any payments made by the Authority shall be credited first to unpaid interest in proportion to the interest then owed to each Member, and then to unpaid principal in proportion to the principal then owed to each Member. Section 4.02. Books and Accounts; Financial Statement. The Authority will keep, or cause to be kept, proper books of record and accounts, in which complete and correct entries shall be made of all transactions relating to the loans made under this Loan Agreement. Such books of record and accounts shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Members or their representatives authorized in writing. Section 4.03. Further Assurances. The Authority and the Members, and each of them, will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Loan Agreement. Section 4.04. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the Authority and the Members, any right, remedy or claim under or by reason of this Loan Agreement. Section 4.05. No Assionment. this Loan Agreement may assign or transfer created by this Loan Agreement without the of all of the other parties. None of the parties to any right or obligation express written consent Section 4.06. Amendment. amended by the parties hereto but approval of all parties hereto, governing body of each party. This only in and the Loan Agreement may be writing and with the authorization of the Section 4.07. Waiver of Personal Liabilitv. No member, officer, agent or employee of the Authority or the Members shall be individually or personally liable for the payment of the principal of or interest provided for in this Loan Agreement, but nothing SBIA/OOOI/OOC/384-4 9/17/99 9:00 dgw - 6 - 2000-64 herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 4.08. Pavrnent on Business Davs. Whenever in this Loan Agreement any amount is required to be paid on a day which is not a business day, such payment shall be required to be. made on the business day immediately following such day. Section 4.09. Notices. All written notices to be given under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective 48 hours after deposit in the United States mail, postage prepaid or, or in the case of personal delivery to any person, upon actual receipt at the address set forth below: If to the Authority: San Bernardino International Airport Authority 294 S. Leland Norton Way San Bernardino, CA 92408 Attn: Airport Director If to the County: County of San Bernardino 385 North Arrowhead Avenue San Bernardino, CA 92415 Attn: County Administrative Officer If to the City of San Bernardino: City of San Bernardino 300 North "D" Street, Sixth Floor San Bernardino, CA 92418 Attn: City Administrator If to the City of Colton: City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: City Manager If to the City of Highland: City of Highland 26985 Base Line Highland, Ca 92346 Attn: City Manager If to the City of Lorna Linda: City of Lorna Linda 25541 Barton Road Lorna Linda, CA 92354 Attn: City Manager SBIA/OOOI/OOC/384-4 9117/99 9:00 dqw - 7 - 2000-64 Section 4.10. Partial Invaliditv. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. shall be State of Section 4.11. Governino Law. construed and governed in accordance California. This Loan Agreement with the laws of the Section 4.12. be executed in one or constitute an original. Counterparts. This Loan Agreement may more counterparts, each of which shall Section 4.13. Parity of Loans. Each loan made by the Members under this Loan Agreement shall be deemed to have equal dignity and priority with the other loans made hereunder, and no Loan, plus interest thereon, made by any Member shall have any priority or superior payment position over any other Loan made by the other Members pursuant to this Loan Agreement. In the absence of any written extensions, amendments or modifications to this Agreement or the execution of an additional written loan agreement or agreements, the provisions of Section 11 of the Joint Powers Agreement shall determine the principal amounts required to be loaned by the Members to the Authority for any additional funding of the operations and capital requirements of the Authority not covered herein. S8LA/OOOI/DOC/384-4 9/17/99 9:00 dgw - 8 - 2000-64 IN WITNESS WHEREOF, the San Bernardino International Airport Authority, the County of San Bernardino, the City of San Bernardino, the City of Highland, the City of Colton and the City of Lorna Linda have caused this Loan Agreement to be signed by their respective officers, all as of the day and year first above written. AP~ROgO By. . Authority S8IAlOOOl/DOC/384-4 9/17/99 9:00 dgw ?~ Counsel SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY - 9 - ATTEST: By: APPROVED AS TO FORM: By: County Counsel SBIA/OOOl/OOC/384-4 9/17/99 9:00 dgw 2000-64 COUNTY OF SAN BERNARDINO By: Name: Title: - 10 - 2000-64 ATTEST: ~' By: /~ C' Y Clerk CLvvlc- APPROVED AS TO FORM: SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw CITY OF SAN BERNARDINO By: ~:r ~ - 11 - " ATTEST: By: City Clerk 2~ APPROVED AS TO FORM: By: City Attorney SBIAJOOOl/OOC/3S4-4 9/11/99 9:00 d.qw CITY OF HIGHLAND By: Name: Title: - 12 - " ATTEST: By: 2000-64 City Clerk APPROVED AS TO FORM: By: City Attorney SBlAJOOQl/DOC/384-4 9/11/99 9:00 dqw CITY OF COLTON By: Name: Title: - 13 - 2000-64 ::~YiV :7~ Name: Floyd Petersen Ti tie: Mayor ATTEST: By: tt~) ~1k'J-/J~~- City Cler APPROVED AS TO FORM: By, ~ C$7 ~ty Attorney SBIA/OOO 1/ OOC/384-4 9/17/99 9:00 dgw - 14 - 2000-64 SAN BERNARDINO INTEElNATIONAL AIRPORT AUTHORITY FISCAL YEAR 1999-2000 SECOND, ,THIlU> AND FOURTH QUARTER OPERATING COST AND CAPITAL EXPENDITURE LOAN AGREEMENT THIS LOAN AGREEMENT (The ~Agreement")is made and entered into as of September 15, 1999, by and among the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a j oint powers authority organized and existing under the laws of the State of California (the "Authority"), THE COUNTY OF SAN BERNARDINO (the ~County"), THE CITY OF SAN BERNARDINO (~San Bernardino"), THE CITY OF HIGHLAND (~Highland"), THE CITY OF COLTON (~Colton") and THE CITY OF LOMA LINDA (~Loma Linda"). The County, San Bernardino, Highland, Colton and Lorna Linda are all public bodies, corporate and politic, duly existing under the laws of the State of California, and shall be collectively referred to herein as the ~Members". WIT N E SSE T H: WHEREAS, the Authority is a joint powers authority, duly established and authorized to transact business and exercise powers under and pursuant to a Joint Exercise of Powers Agreement, as amended (the "Joint Powers Agreement") by and among the County, San Bernardino, Highland, Colton, Lorna Linda and the City of Redlands (~Redlands"); and WHEREAS, Redlands has voluntarily withdrawn as a member of the Authority; and WHEREAS, the Authority was established for the purposes of acquiring, operating, repairing, maintaining and administrating the aviation portions of the former Norton Air Force Base, now known as the San Bernardino International Airport (the ~Airport"); and WHEREAS, the Authority has the powers set forth in the Joint Powers Agreement and as provided in the Joint Powers Act, Chapter 5, Division 7, Title 2 of the Government Code of the State of California; and WHEREAS, the Authority desires to borrow money for the purpose of paying certain operating costs and other expenses of the Authority; and WHEREAS, the Members individually possess the legal abili ty and authority to loan funds to the Authority for the purposes specified above (the ~Loans") and desire to do so; and SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw - 1 - 2000-64 WHEREAS, in order to establish and declare the terms and conditions upon which the Loans ar~ to be made, the Authority and the Members desire to enter into this Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the Authority and the Members, the valid, binding and legal obligation of the Authority and each of the Members, and to constitute this Loan Agreement as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in all respects duly authorized by the respective parties; and WHEREAS, on November 25, 1997, the Authority board authorized the issuance of invoices to the Members for moneys to cover operating cost and capital expenditure deficits for the time period from December 1997 through and including July 1998 in the aggregate amount of One Hundred Eighteen Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($118,557.32) per vote of each Member on the Authority board, such invoices were issued by the Authority to the Members and such advances have not been the subject of a written loan agreement; and WHEREAS, the Authority has determined that the Members should loan to the Authority ten thousand dollars ($10,000.00) per vote for the month of August, 1999, as was previously billed to each Member on or about August 20, 1999; and WHEREAS the Authority has further determined that (i) for the months of October, November and December of 1999, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763 and no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, the Members must loan ten thousand two hundred dollars ($10,200.00) per vote per month for this period of time (the ~1999 Monthly Loan Amount") to the Authority; and WHEREAS, the Authority has further determined that for the months of January through June of 2000, inclusive, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763, no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, and additional funds are required for the payment of monthly operating deficits and SBIA/OOOl/DOC/384-4 9/17/99 9:00 dqw - 2 - ~ . 2000-64 capi tal expenditures of the Authority during these months, the Members must loan sixteen thousand,dollars ($16,000.00) per vote per month for this second period of time (the ~2000 Monthly Loan Amount") to the Authority; and WHEREAS, the Authority may receive rental income from the lease of the Hangar Facilities referred to as Building 763 (the ~Hangar Facilities") or delinquent rent payments from the prior lease of the Hangar Facilities to SB Aerospace, then the 1999 Monthly Loan Amount and/or the 2000 Monthly Loan Amount, depending upon the year(s) in which any income or delinquent payments are received, will be proportionately reduced by the amount of such rental income; NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I Definitions Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Loan Agreement shall have the respective meanings as defined in this Section 1.01, for all purposes of this Loan Agreement. ~Certificate of the Authority" means a certificate in writing signed by the President, Vice President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority in writing for that purpose. ~LAIF" means the Local Agency Investment Fund. ~Loan Agreement" means this Loan Agreement by and among the Authority and the Members, as originally entered into or as amended or supplemented pursuant to the provisions hereof. ~Request of the Authority" means a request in writing signed by the President, Vice-President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose. Section 1.02. Rules of Construction. All herein to ~Articles," ~Sections" and other subdivisions corresponding Articles, Sect ions or subdivisions of references are to the this Loan SBIAfOOOl/DOC/384-4 9/17/99 9:00 dqw - 3 - 2000-64 Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision. ARTICLE II Agreements to Extend Loans Section 2.01. Prospective Loan Amounts and Invoices. The chief financial officer of the Authority shall calculate on or before the last business day of each calendar month the anticipated cash flow deficit expected to be incurred by the Authority for the next succeeding calendar month. Invoices shall thereupon be issued to each Member setting forth (i) the total dollar amount of the expected cash flow deficit, (ii) the maximum dollar amount to be generated pursuant to the particular billing when paid by all Members, (iii) the specific dollar amount to be paid by each Member on a per vote basis in the Authority, and (iv) the date by which payments shall be remitted to the Authority. Commencing with the first monthly invoice issued after the date of this Agreement, the chief financial officer of the Authority shall proportionately reduce the invoices to the Members, in each month in which rental income is received by the Authority from the lease of the Hangar Facilities or delinquent rent payments are received by the Authority from the prior lease of the Hangar Facilities to SB Aerospace, by the amount of such rental income received by the Authority during such month. The dollar amount of such invoices as billed to each Member shall not exceed the 1999 Monthly Loan Amount or the 2000 Monthly Loan Amount, as applicable, based upon the availability of other funds of the Authority which may legally be used for the payment of operating expenses and capital expenditures of the Authority through and including June 30, 2000. Section 2.02. Previous Invoices. All amounts loaned by the Members pursuant to invoices issued to the Members by the Authority for the time period from December 1997 through and including July 1998 and August 1999 in the aggregate amount of One Hundred Twenty Eight Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($128,557.32) per vote of each Member on the Authority board shall be subject to all of the terms and conditions of this Agreement, as though this Agreement had been in effect at the time such invoices were issued to the Members by the Authority. Notwi thstanding any other provision, term or condition of this Agreement, immediately upon execution of this Agreement by each Member and without further notice or invoice, each such Member S6Ih/0001/OOC/384-4 9/17/99 9:00 dgw - 4 - 2000-64 shall pay the originally invoiced and unpaid loan advance amounts due and payable to the Authority, without any adjustment, for the time period from December 1997 through and including July 1998 and August 1999. Section 2.03. Loan Terms. The terms on which Loans will be made under this Agreement are as follows: a. The principal amount of said loans will bear simple annual interest at the rate of two (2) points over the LAIF rate in effect at the time each principal amount is received by the Authority, with said rate being adjusted from time to time as the LAIF rate changes so as to always be two (2) points over the LAIF rate, with interest accruing on all unpaid principal from the date said principal is received by the Authority until all of said principal is repaid in full. b. The principal of the loans, together with any accrued interest thereon, will be repaid, in whole or in part, as funds which may be legally used for this purpose become available, as determined by the Authority. Section 2.04. Subordination of IVDA Loans. The Authority represents that it will consider the Loans made by the Members under the provisions of this Loan Agreement to be superior to the various loans previously extended to it by the Inland Valley Development Agency (the ~IVDA") pursuant to written loan agreements, as amended, and that it will consider said IVDA loans to be subordinate to the Loans made hereunder. ARTICLE III Default Provisions Section 3.01. Default. In the event that any Member or Members fail or refuse to make the loans provided for in this Loan Agreement as and when called for herein, then the Member or Members so failing shall be in default of this Loan Agreement, provided that the defaulting Member or Members first receive wri tten notice, given in accordance with Section 4.09 hereof, specifying the nature of the default. If a default is established under the provisions of this Section 3.01, the rights and remedies of the Authority and the defaulting Member or Members shall be as provided in Section 11 of the Joint Powers Agreement, as applicable. SBIA/OOOl/OOC/384-4 9/17199 9:00 dgw - 5 - 2000-64 ARTICLE IV Miscellaneous Provisions Section 4.01. Optional Prepavrnent. The Authority has the right to prepay any portion of the various loans made under the provisions of this Loan Agreement without penalty at any time and from time to time on a proportionate basis to the Members in proportion to the principal amount of the advances then outstanding with respect to each Member. Any payments made by the Authority shall be credited first to unpaid interest in proportion to the interest then owed to each Member, and then to unpaid principal in proportion to the principal then owed to each Member. Section 4.02. Books and Accounts; Financial Statement. The Authority will keep, or cause to be kept, proper books of record and accounts, in which complete and correct entries shall be made of all transactions relating to the loans made under this Loan Agreement. Such books of record and accounts shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Members or their representatives authorized in writing. Section 4.03. Further Assurances. The Authority and the Members, and each of them, will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Loan Agreement. Section 4.04. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the Authority and the Members, any right, remedy or claim under or by reason of this Loan Agreement. Section 4.05. No AssiGnment. this Loan Agreement may assign or transfer created by this Loan Agreement without the of all of the other parties. None of the parties to any right or obligation express written consent Section 4.06. Amendment. amended by the parties hereto but approval of all parties hereto, governing body of each party. This only in and the Loan Agreement may be writing and with the authorization of the Section 4.07. Waiver of Personal Liability. No member, officer, agent or employee of the Authority or the Members shall be individually or personally liable for the payment of the principal of or interest provided for in this Loan Agreement, but nothing sBtA/OaOI/DOC/ 39 4-4 9/171999:00 dgw - 6 - 2000-64 herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 4.08. Pavrnent on Business Davs. Whenever in this Loan Agreement any amount is required to be paid on a day which is not a business day, such payment shall be required to be . made on the business day immediately following such day. Section 4.09. Notices. All written notices to be given under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective 48 hours after deposit in the United States mail, postage prepaid or, or in the case of personal delivery to any person, upon actual receipt at the address set forth below: If to the Authority: San Bernardino International Airport Authority 294 S. Leland Norton Way San Bernardino, CA 92408 Attn: Airport Director If to the County: County of San Bernardino 385 North Arrowhead Avenue San Bernardino, CA 92415 Attn: County Administrative Officer If to the City of San Bernardino: City of San Bernardino 300 North "D" Street, Sixth Floor San Bernardino, CA 92418 Attn: City Administrator If to the City of Colton: City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: City Manager If to the City of Highland: City of Highland 26985 Base Line Highland, Ca 92346 Attn: City Manager If to the City of Lorna Linda: City of Lorna Linda 25541 Barton Road Lorna Linda, CA 92354 Attn: City Manager SBIAlOOOl/DOC/384-4 9/17/99 9:00 dgw - 7 - 2000-64 Section 4.10. Partial Invalidi tv. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. shall be State of Section 4.11. GoverninG Law. construed and governed in accordance California. This Loan Agreement with the laws of the Section 4.12. be executed in one or constitute an original. Counterparts. This Loan Agreement may more counterparts, each of which shall Section 4.13. paritv of Loans. Each loan made by the Members under this Loan Agreement shall be deemed to have equal dignity and priority with the other loans made hereunder, and no Loan, plus interest thereon, made by any Member shall have any priority or superior payment position over any other Loan made by the other Members pursuant to this Loan Agreement. In the absence of any written extensions, amendments or modifications to this Agreement or the execution of an additional written loan agreement or agreements, the provisions of Section 11 of the Joint Powers Agreement shall determine the principal amounts required to be loaned by the Members to the Authority for any additional funding of the operations and capital requirements of the Authority not covered herein. SBIAlOOQl/DOC/384 -4 9/17/999:00 dgw - 8 - 2000-64 IN WITNESS WHEREOF, the San Bernardino International Airport Authority, the County of San Bernardino, the City of San Bernardino, the City of Highland, the City of Colton and the City of Lorna Linda have caused this Loan Agreement to be signed by their respecti ve officers, all as of the day and year first above written. By: APPRO~. By: / Authori ty SBIAlOOOl/DOC/384-4 9/17/99 9:00 dqw ~ Counsel SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY By: Nam Titl . - 9 - ATTEST: By: APPROVED AS TO FORM: By: County Counsel SBIAJ0001/DOC/384-4 9/17/99 9:00 dqw 2000-64 COUNTY OF SAN BERNARDINO By: Name: Title: - 10 - ATTEST: /-j .' By:,-A-tMJvJ!. b. C:.[..t~_ Chy Clerk APPROVED AS TO FORM: By: -fer~ SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw 2000-64 - 11 - ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBlA/OQOl/DOC!384-4 !}/17/99 9:00 dqw 2000-64 CITY OF HIGHLAND By: Name: Title: - 12 - ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBtAJOaOl/DOC/384-4 9/17/99 9:00 dgw 2000-64 CITY OF,COLTON By: Name: Title: - 13 - " . . 2000-64 CITY O'.LOMA ~ :~" \~~ ,l:,,~ Title: Mayor ATTEST: By: L&J 1;. .vruk7 --1) ~--~ City Clerk APPROVED AS TO FORM: (~ By: City Attorney SBIA/OOOl/DOC/384-4 9/17/99 9:00 dqw - 14 - , " 2000-64 SAN BERNARDINO INTEElNATIONAL AIRPORT AUTHORITY FISCAL YEAR 1999-2000 SECOND, ~HIlU> AND FOURTH QUARTER OPERATING COST AND CAPITAL EXPENDITURE LOAN AGREEMENT THIS LOAN AGREEMENT (The ~Agreement")is made and entered into as of September 15, 1999, by and among the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), THE COUNTY OF SAN BERNARDINO (the ~County"), THE CITY OF SAN BERNARDINO (~San Bernardino"), THE CITY OF HIGHLAND (~Highland"), THE CITY OF COLTON (~Colton") and THE CITY OF LOMA LINDA (~Loma Linda"). The County, San Bernardino, Highland, Colton and Lorna Linda are all public bodies, corporate and politic, duly existing under the laws of the State of California, and shall be collectively referred to herein as the ~Members". WIT N E SSE T H: WHEREAS, the Authority is a joint powers authority, duly established and authorized to transact business and exercise powers under and pursuant to a Joint Exercise of Powers Agreement, as amended (the "Joint Powers Agreement") by and among the County, San Bernardino, Highland, Colton, Lorna Linda and the City of Redlands (~Redlands"); and WHEREAS, Redlands has voluntarily withdrawn as a member of the Authority; and WHEREAS, the Authority was established for the purposes of acquiring, operating, repairing, maintaining and administrating the aviation portions of the former Norton Air Force Base, now known as the San Bernardino International Airport (the ~Airport"); and WHEREAS, the Authority has the powers set forth in the Joint Powers Agreement and as provided in the Joint Powers Act, Chapter 5, Division 7, Title 2 of the Government Code of the State of California; and WHEREAS, the Authority desires to borrow money for the purpose of paying certain operating costs and other expenses of the Authority; and WHEREAS, the Members individually possess the legal abili ty and authority to loan funds to the Authority for the purposes specified above (the ~Loans") and desire to do so; and SBIA/oaOl/DOC/384-4 9/17/99 9:00 dgw - 1 - 2000-64 WHEREAS, in order to establish and declare the terms and conditions upon which the Loans ar~ to be made, the Authority and the Members desire to enter into this Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the Authority and the Members, the valid, binding and legal obligation of the Authority and each of the Members, and to constitute this Loan Agreement as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in all respects duly authorized by the respective parties; and WHEREAS, on November 25, 1997, the Authority board authorized the issuance of invoices to the Members for moneys to cover operating cost and capital expenditure deficits for the time period from December 1997 through and including July 1998 in the aggregate amount of One Hundred Eighteen Thousand Five Hundred Fifty Seven Dollars and Thirty Two Cents ($118,557.32) per vote of each Member on the Authority board, such invoices were issued by the Authority to the Members and such advances have not been the subject of a written loan agreement; and WHEREAS, the Authority has determined that the Members should loan to the Authority ten thousand dollars ($10,000.00) per vote for the month of August, 1999, as was previously billed to each Member on or about August 20, 1999; and WHEREAS the Authority has further determined that (i) for the months of October, November and December of 1999, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763 and no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, the Members must loan ten thousand two hundred dollars ($10,200.00) per vote per month for this period of time (the ~1999 Monthly Loan Amount") to the Authority; and WHEREAS, the Authority has further determined that for the months of January through June of 2000, inclusive, assuming no rental income is received by the Authority from the lease for the Hangar Facilities referred to as Building 763, no delinquent rents are received by the Authority that were scheduled to have been paid to the Authority for the period of time commencing on January 1, 1999, through and including August 31, 1999, and additional funds are required for the payment of monthly operating deficits and SBIA/OOOl/ooc/384-4 9/17/99 9;00 dqw - 2 - ~,.;. .,-..,~ , ' 2000-64 capital expenditures of the Authority during these months, Members must loan sixteen thousand,dollars ($16,000.00) per per month for this second period of time (the ~2000 Monthly Amount") to the Authority; and the vote Loan WHEREAS, the Authority may receive rental income from the lease of the Hangar Facilities referred to as Building 763 (the ~Hangar Facilities") or delinquent rent payments from the prior lease of the Hangar Facilities to SB Aerospace, then the 1999 Monthly Loan Amount and/or the 2000 Monthly Loan Amount, depending upon the year(s) in which any income or delinquent payments are received, will be proportionately reduced by the amount of such rental income; NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I Definitions Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Loan Agreement shall have the respective meanings as defined in this Section 1.01, for all purposes of this Loan Agreement. ~Certificate of the Authority" means a certificate in writing signed by the President, Vice President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority in writing for that purpose. ~LAIF" means the Local Agency Investment Fund. ~Loan Agreement" means this Loan Agreement by and among the Authority and the Members, as originally entered into or as amended or supplemented pursuant to the provisions hereof. ~Request of the Authority" means a request in writing signed by the President, Vice-President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose. Section 1.02. Rules of Construction. All herein to ~Articles," ~Sections" and other subdivisions corresponding Articles, Sections or subdivisions of references are to the this Loan SBIA/0001/DOC/384-4 9/17/99 9:00 dgw - 3 - , .' 2000-64 Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision. ARTICLE II Agreements to Extend Loans Section 2.01. Prospective Loan Amounts and Invoices. The chief financial officer of the Authority shall calculate on or before the last business day of each calendar month the anticipated cash flow deficit expected to be incurred by the Authority for the next succeeding calendar month. Invoices shall thereupon be issued to each Member setting forth (i) the total dollar amount of the expected cash flow deficit, (ii) the maximum dollar amount to be generated pursuant to the particular billing when paid by all Members, (iii) the specific dollar amount to be paid by each Member on a per vote basis in the Authority, and (iv) the date by which payments shall be remitted to the Authority. Commencing with the first monthly invoice issued after the date of this Agreement, the chief financial officer of the Authority shall proportionately reduce the invoices to the Members, in each month in which rental income is received by the Authority from the lease of the Hangar Facilities or delinquent rent payments are received by the Authority from the prior lease of the Hangar Facilities to SB Aerospace, by the amount of such rental income received by the Authority during such month. The dollar amount of such invoices as billed to each Member shall not exceed the 1999 Monthly Loan Amount or the 2000 Monthly Loan Amount, as applicable, based upon the availability of other funds of the Authority which may legally be used for the payment of operating expenses and capital expenditures of the Authority through and including June 30, 2000. Section 2.02. Previous Invoices. All amounts loaned by the Members pursuant to invoices issued to the Members by the Authority for the time period from December 1997 through and including July 1998 and August 1999 in the aggregate amount of One Hundred Twenty Eight Thousand Fiye Hundred Fifty Seven Dollars and Thirty Two Cents ($128,557.32) per vote of each Member on the Authority board shall be subject to all of the terms and conditions of this Agreement, as though this Agreement had been in effect at the time such invoices were issued to the Members by the Authority. Notwi thstanding any other provision, term or condition of this Agreement, immediately upon execution of this Agreement by each Member and without further notice or invoice, each such Member SBIA/OOOl/OOC/384-4 9/17/99 9:00 dgw - 4 - 2000-64 shall pay the originally invoiced and unpaid loan advance amounts due and payable to the Authority, without any adjustment, for the time period from December 1997 through and including July 1998 and August 1999. Section 2.03. Loan Terms. The terms on which Loans will be made under this Agreement are as follows: a. The principal amount of said loans will bear simple annual interest at the rate of two (2) points over the LAIF rate in effect at the time each principal amount is received by the Authority, with said rate being adjusted from time to time as the LAIF rate changes so as to always be two (2) points over the LAIF rate, with interest accruing on all unpaid principal from the date said principal is received by the Authority until all of said principal is repaid in full. b. The principal of the loans, together with any accrued interest thereon, will be repaid, in whole or in part, as funds which may be legally used for this purpose become available, as determined by the Authority. Section 2.04. Subordination of IVDA Loans. The Authority represents that it will consider the Loans made by the Members under the provisions of this Loan Agreement to be superior to the various loans previously extended to it by the Inland Valley Development Agency (the ~IVDA") pursuant to written loan agreements, as amended, and that it will consider said IVDA loans to be subordinate to the Loans made hereunder. ARTICLE III Default Provisions Section 3.01. Default. In the event that any Member or Members fail or refuse to make the loans provided for in this Loan Agreement as and when called for herein, then the Member or Members so failing shall be in default of this Loan Agreement, provided that the defaulting Member or Members first receive written notice, given in accordance with Section 4.09 hereof, specifying the nature of the default. If a default is established under the provisions of this Section 3.01, the rights and remedies of the Authority and the defaulting Member or Members shall be as provided in Section 11 of the Joint Powers Agreement, as applicable. SBIA/OOOI/DOC/384 -4 9/17/99 9:00 dgw - 5 - , ., 2000-64 ARTICLE IV Miscellaneous Provisions Section 4.01. Optional Prepavrnent. The Authority has the right to prepay any portion of the various loans made under the provisions of this Loan Agreement without penalty at any time and from time to time on a proportionate basis to the Members in proportion to the principal amount of the advances then outstanding with respect to each Member. Any payments made by the Authority shall be credited first to unpaid interest in proportion to the interest then owed to each Member, and then to unpaid principal in proportion to the principal then owed to each Member. Section 4.02. Books and Accounts; Financial Statement. The Authority will keep, or cause to be kept, proper books of record and accounts, in which complete and correct entries shall be made of all transactions relating to the loans made under this Loan Agreement. Such books of record and accounts shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Members or their representatives authorized in writing. Section 4.03. Further Assurances. The Authority and the Members, and each of them, will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Loan Agreement. Section 4.04. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the Authority and the Members, any right, remedy or claim under or by reason of this Loan Agreement. Section 4.05. No AssiGnment. this Loan Agreement may assign or transfer created by this Loan Agreement without the of all of the other parties. None of the parties to any right or obligation express written consent Section 4.06. Amendment. amended by the parties hereto but approval of all parties hereto, governing body of each party. This only in and the Loan Agreement may be writing and with the authorization of the Section 4.07. Waiver of Personal Liability. No member, officer, agent or employee of the Authority or the Members shall be individually or personally liable for the payment of the principal of or interest provided for in this Loan Agreement, but nothing SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw - 6 - . ,. 2000-64 herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 4.08. Pavrnent on Business Davs. Whenever in this Loan Agreement any amount is required to be paid on a day which is not a business day, such payment shall be required to be. made on the business day immediately following such day. Section 4.09. Notices. All written notices to be given under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective 48 hours after deposit in the United States mail, postage prepaid or, or in the case of personal delivery to any person, upon actual receipt at the address set forth below: If to the Authority: San Bernardino International Airport Authority 294 S. Leland Norton Way San Bernardino, CA 92408 Attn: Airport Director If to the County: County of San Bernardino 385 North Arrowhead Avenue San Bernardino, CA 92415 Attn: County Administrative Officer If to the City of San Bernardino: City of San Bernardino 300 North "D" Street, Sixth Floor San Bernardino, CA 92418 Attn: City Administrator If to the City of Colton: City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: City Manager If to the City of Highland: City of Highland 26985 Base Line Highland, Ca 92346 Attn: City Manager If to the City of Lorna Linda: City of Lorna Linda 25541 Barton Road Lorna Linda, CA 92354 Attn: City Manager SBIA/OOOl/DOC/384-4 9/17/99 9:00 dgw - 7 - . .' 2000-64 Section 4.10. Partial Invalidi tv. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. shall be State of Section 4.11. GoverninG Law. construed and governed in accordance California. This Loan Agreement with the laws of the Section 4.12. be executed in one or constitute an original. Counterparts. This Loan Agreement may more counterparts, each of which shall Section 4.13. Parity of Loans. Each loan made by the Members under this Loan Agreement shall be deemed to have equal dignity and priority with the other loans made hereunder, and no Loan, plus interest thereon, made by any Member shall have any priority or superior payment position over any other Loan made by the other Members pursuant to this Loan Agreement. In the absence of any written extensions, amendments or modifications to this Agreement or the execution of an additional written loan agreement or agreements, the provisions of Section 11 of the Joint Powers Agreement shall determine the principal amounts required to be loaned by the Members to the Authority for any additional funding of the operations and capital requirements of the Authority not covered herein. SBIA/0001/DOC/384-4 9/17199 9:00 dgw - 8 - 2000-64 IN WITNESS WHEREOF, the San Bernardino International Airport Authority, the County of San Bernardino, the City of San Bernardino, the City of Highland, the City of Colton and the City of Lorna Linda have caused this Loan Agreement to be signed by their respective officers, all as of the day and year first above written. ATTEST 11 By: :,~ '-"'7 :::RO;lZT: ~/ /Authority Counsel SBIAlOOOl/DOC/384-4 9/17/999:00 dgw SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY - 9 - ATTEST: By: APPROVED AS TO FORM: By: County Counsel SBIAl0001/DOC/384-4 9/17/99 9:00 dg~ 2000-64 COUNTY OF SAN BERNARDINO By: Name: Title: - 10 - 2000-64 ATTEST: BY:~~ ),J C~Jc C'ty Clerk APPROV. 0 AS TO FORM: ,~ By: SBIA/0001/Doc/384~4 9/17/99 9;00 dgw CITY OF SAN BERNARDINO By: Name: Title: - 11 - ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBIAJOOOl/OOC/384-4 9/17/99 9:00 dqw 2000-64 CITY OF HIGHLAND By: Name: Title: - 12 - ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBIA/OOO 1/DOC/384-4 9/17/99 9:00 dqw 2000-64 CITY OF COLTON By: Name: Title: - 13 - ; 2000-64 By: Name: Title: ATTEST: By: ~~) ~h?ut?-O~ City Clerk tJ APPROVED AS TO FORM: By: ~ (0/"", ity Attorney SaIA/OOOl /DOC/ 38 4-4 9117/99 9:00 dqw / / - 14 - ~