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HomeMy WebLinkAbout1999-266 Thi& resolution was never executed by the outside parties, and was subsequently rescinded by Res 2000-64 RESOLUTION NO. 1999-266 2 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING SAN BERNARDINO INTERNATIONAL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 AND AUTHORIZING MONTHLY PAYMENTS TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY PURSUANT THERETO 3 4 5 6 7 WHEREAS, the City of San Bernardino ("City") is a municipal 8 corporation and charter city organized and existing pursuant to the 9 constitution of the State of California; and 10 11 WHEREAS, in May, 1992, the San Bernardino International 12 Airport Authority, a joint powers authority organized and existing 13 under the laws of the State of California ("Authority") was 14 established pursuant to a Joint Exercise of Powers Agreement (as 15 amended, the "Joint Powers Agreement") by and among the City, the 16 County of San Bernardino ("County"), the City of Highland, the City 17 of Colton, the City of Loma Linda (each, a "Member" and 18 collectively, the "Members") and the City of Redlands; and 19 20 WHEREAS, the City of Redlands has voluntarily withdrawn as a 21 member of the Authority; and 22 23 WHEREAS, Section 11 of the Joint Powers Agreement provides 24 that each Member of the Authority shall pay a proportionate share 25 of the operating deficits and others debts of the Authority; and 26 27 WHEREAS, the recent bankruptcy of a tenant of the Authority 28 SBEO/0001/00C/3580 10/7 /99 400 ct 1 1999-266 1 has created an ongoing operating deficit of approximately $60,000 2 per month; and 3 4 WHEREAS, it is proposed that a loan agreement in substantially 5 the form attached hereto as Exhibit A (the "Loan Agreement") be 6 entered into by and among the Members and the Authority pursuant to 7 which the Authority would borrow money from the Members for the 8 purpose of paying certain operating costs and other expenses of the 9 Authority; and 10 11 WHEREAS, the City possesses the legal ability and authority to 12 loan funds to the Authority and desires to do so; and 13 14 WHEREAS, the Authority has determined that the Members should 15 loan to the Authority Ten Thousand Dollars ($10,000.00) per vote 16 for the month of September, 1999; and 17 18 WHEREAS, the Authority has further determined that for the 19 months of October, November and December of 1999, assuming no 20 rental income is received by the Authority from the lease for the 21 hangar facilities referred to as Building 763 and no delinquent 22 rents are received by the Authority that were scheduled to have 23 been paid to the Authority for the period of time commencing on 24 January 1, 1999, through and including August 31, 1999, the Members 25 must loan to the Authority Ten Thousand Two Hundred Dollars 26 ($10,200.00) per vote per month for this period of time (the 27 "Monthly Loan Amount"); and 28 SBEO/0001/DOC/3580 10/7 /99 400 ct 2 1999-266 1 WHEREAS, the Authority has further determined that for the 2 months of January through June of 2000, inclusive, assuming no 3 rental income is received by the Authority from the lease for the 4 hangar facilities referred to as Building 763, no delinquent rents 5 are received by the Authority that were scheduled to have been paid 6 to the Authority for the period of time commencing on January 1, 7 1999, through and including August 31, 1999, and additional funds 8 are required for the payment of monthly operating deficits and 9 capital expenditures of the Authority during these months, the 10 Members must loan to the Authority Sixteen Thousand Dollars 11 ($16,000.00) per vote per month for this second period of time (the 12 "2000 Monthly Loan Amount"). 13 14 NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE 15 MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: 16 17 Section 1. The form of Loan Agreement attached hereto as 18 Exhibit A is hereby approved. The Mayor of the City ("Mayor") is 19 hereby authorized and directed for and in the name of and on behalf 20 of the City to execute and deliver the Loan Agreement in 21 substantially the form attached hereto as Exhibit A and presented 22 to and considered at this meeting, with such changes therein as the 23 Mayor, in her discretion, may approve as being in the best interest 24 of the City, such approval to be conclusively evidenced by such 25 execution and delivery thereof. 26 27 Section 2. The payment of the Monthly Loan Amount and the 28 SBEO/0001/00C/3580 10/7 /99 400 ct 3 1999-266 1 2000 Monthly Loan Amount is hereby authorized. 2 3 Section 3. All actions heretofore taken by any officer or 4 officers of the City with respect to the Loan Agreement are hereby 5 approved, confirmed and ratified. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SBEO/0001/DOC/3580 10/7/99 400 ct 4 1999-266 1 A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO 2 3 Section 4. This Resolution shall become effective 4 immediately upon its adoption. 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly 7 adopted by the Mayor and Common Council of the City of 8 San Bernardino at a joint regular meeting thereof, held on 9 the 18th day of October, 1999, by the following vote, to wit: 10 11 Council: ESTRADA LIEN MCGINNIS SCHNETZ (VACANT)- ANDERSON MILLER x x 12 AYES x x x x ABSENT NAYS ABSTAIN 13 5th Ward 14 15 16 ~;6,~ 17 approved this/7f The foregoing resolution 18 day of October, 1999. 19 20 Valles, Mayor of San Bernardino 21 Approved as to form and .~ legal cont 22 By: 23 24 25 26 27 28 SBEO/0001/DOC/3580 10/7 /99 400 ct 5 1999-266 ?/,.. ."/, EXHIBIT "A" 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 October 18, ,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 Loma 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, Loma 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 SBIA/0001/DOC/384-2 9/17/99 9:00 dgw - 1 - 1999-266 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 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 deli very of this Loan Agreement have been in all respects duly authorized by the respective parties; 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 September, 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 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. SBIA/0001/DOC/384-2 9/17/99 9:00 dgw - 2 - 1999-266 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 references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan 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 financial officer last business day defici t expected 2.01. Loan Amounts and Invoices. The chief of the Authority shall calculate on or before the of each calendar month the anticipated cash flow to be incurred by the Authority for the next SBIA/0001/DOC/384-2 9/17/99 9:00 dgw - 3 - 1999-266 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 genera ted 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. 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. 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 2.03. 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. SBIA/0001/DOC/384-2 9/17/99 9:00 dgw - 4 - 1999-266 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. ARTICLE IV Miscellaneous provisions Section 4.01. Ootional Preoavment. 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. SBIA/0001/DOC/384-2 9/17 199 9: 00 dgw - 5 - 1999-266 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 herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 4.08. Pavment on Business Days. 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 County: San Bernardino International Airport Authority 294 S. Leland Norton Way San Bernardino, CA 92408 Attn: Airport Director James Monger County of San Bernardino 385 North Arrowhead Avenue San Bernardino, CA 92415 Attn: County Administrative Officer William Randolph If to the Authority: SBIA/0001/DOC/384-2 9/17/99 9:00 dgw - 6 - 1999-266 If to the City of San Bernardino: City of San Bernardino 300 North "0" Street, Sixth Floor San Bernardino, CA 92418 Attn: City Administrator Fred Wilson City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: City Manager Henry Garcia City of Highland 26985 Base Line Highland, Ca 92346 Attn: City Manager Sam Racadio If to the City of Colton: If to the City of Highland: If to the City of Lorna Linda: City of Lorna Linda 25541 Barton Road Lorna Linda, CA 92354 Attn: City Manager Robert Clute Section 4.10. Partial Invalidity. 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. This Loan Agreement shall be construed and governed in accordance with the laws of the State of California. Section 4.12. be executed in one or constitute an original. CounterDarts. 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/384-2 9/17/99 9:00 dgw - 7 - 1999-266 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: ATTEST: By: Secretary APPROVED AS TO FORM: By: Authority Counsel SBIA/0001/DOC/384-2 9/17/99 9:00 dgw - 8 - '. ATTEST: By: 1999-266 APPROVED AS TO FORM: By: County Counsel SBIA/0001/DOC/384-2 9/17/99 9:00 dgw COUNTY OF SAN BERNARDINO By: Name: Title: - 9 - 1999-266 ::~E~ ~~ APPROVED AS TO FORM: By: Attorney SBIA/0001/DOC/384-2 9/17/99 9:00 dgw , / BERNARDINO By: Name: Title' 1 I - 10 - ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBIA/0001/DOC/384-2 9/17/99 9:00 dgw 1999-266 / CITY OF HIGHLAND By: Name: Title: - 11 - ATTEST: By: 1999-266 City Clerk APPROVED AS TO FORM: By: City Attorney SBIA/000l/DOC/384-2 9/17/99 9:00 dgw CITY OF COLTON By: Name: Title: - 12 - 1999-266 CITY OF LOMA LINDA " By: Name: Title: ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SBIA/000l/DOC/384-2 9/17/99 9:00 dgw - 13 -