HomeMy WebLinkAbout1997-290
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RESOLUTION NO.
97-290
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AMENDMENT NO. 1 TO
A CERTAIN LOAN AGREEMENT WITH THE SAN BERNARDINO
INTERNATIONAL AIRPORT AUTHORITY AND MEMBERS OF SAID
AUTHORITY AND REAFFIRMING CERTAIN OBLIGATIONS
INCURRED BY THE CITY OF SAN BERNARDINO PURSUANT TO
A JOINT POWERS AGREEMENT ESTABLISHING THE SAN
BERNARDINO INTERNATIONAL AIRPORT AUTHORITY
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7 WHEREAS, the City of San Bernardino (the "City") together
8 with the Cities of Colton, Lorna Linda and Highland and County of
9 San Bernardino (the "County") (collectively, the current members of
10 the SBIAA) (the "Members") and the City of Redlands have adopted a
11 certain Joint Exercise of Powers Agreement, as amended, dated as of
12 May 20, 1992 (the "JPA Agreement"), creating the San Bernardino
13 International Airport Authority ("SBIAA"); and
14 WHEREAS, the Members of the SBIAA previously entered into
15 a Loan Agreement by and among the SBIAA and each of such Members
16 dated as of October 1, 1996 (the "Loan Agreement"), for the purpose
17 of funding a loan (the "Loans" or individually the "Loan") for the
18 operating and capital budget requirements of the SBIAA for the
19 1996-97 fiscal year; and
20 WHEREAS, the SBIAA obtained funds through an actual loan
21 from the County and the City, together with the commitments from
22 the Cities of Highland, Lorna Linda and Colton, to fund their
23 respective principal amounts by September 29, 1997, pursuant to the
24 Loan Agreement for the 1996-97 fiscal year of the SBIAA; and
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WHEREAS, the SBIAA has drawn $643,835 from the County
26 Loan and $1,287,665 from the San Bernardino Loan (as defined in the
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1 Loan Agreement) collectively totaling $1,931,500; and
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3 WHEREAS, at this time, the SBIAA requires additional
4 funds for the 1997-98 fiscal year of the SBIAA in addition to those
5 amounts previously drawn from the Loans committed by the County and
6 the City in an amount not to exceed the originally authorized
7 principal amount of $3,000,000; and
8 WHEREAS, Section 11 of the JPA Agreement requires each of
9 the Members to pay their proportionate share of the operating
10 deficits and other debt of the SBIAA as may be assessed by the
11 SBIAA to the respective members for their continued membership and
12 participation in the SBIAA; and
13 WHEREAS, the City has been requested by the SBIAA to
14 adopt this Resolution pursuant to the provisions of Section 11 of
15 the JPA Agreement and to thereby commit to the funding of the City
16 Loan, as defined in the Loan Agreement, in accordance with
17 Amendment No.1 to the Loan Agreement during the 1997-98 fiscal
18 year of the City in the amounts, which combined with the
19 disbursements made under the City Loan in the 1996-97 fiscal year,
20 are in excess of the amounts that otherwise would have been the
21 obligation of the City when calculated on the basis of the current
22 voting structure of the membership of the SBIAA; and
23 WHEREAS, the SBIAA has requested each of the Members to
24 consider the adoption of Amendment No. 1 to the Loan Agreement for
25 the purpose of allowing additional disbursements of the available
26 funds from the City through the San Bernardino Loan (as defined in
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97~290
1 the Loan Agreement) not to exceed $712,335 for the 1997-98 fiscal
2 year and from the County through the County Loan not to exceed
3 $356,165 for the 1997-98 fiscal year, but not to exceed $3,000,000
4 in the aggregate for both the County Loan and the San Bernardino
5 Loan for fiscal years 1996-97 and 1997-98; and
6 WHEREAS, the SBIAA has also requested that the date by
7 which the other Members must either fund their respective portions
8 of the Loan or terminate their membership and participation in the
9 SBIAA be extended to December 31, 1997.
10 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
11 COUNCIL OF THE CITY OF SAN BERNARDINO:
12 Section 1. The City hereby finds and determines that
13 the above set forth recitals are true and correct in all respects.
14 The City has previously adopted a resolution on October 7, 1996
15 ("1996 Resolution") approving the Loan Agreement and making certain
16 other findings and determinations. This Resolution shall not be
17 considered to rescind the 1996 Resolution, but shall be considered
18 as adopting the Amendment No. 1 to the Loan Agreement, authorizing
19 the funding of the City Loan during the 1997-98 fiscal year and
20 conforming the commitments and obligations of the City with respect
21 to continued participation in the SBIAA with that contained in
22 said Amendment No. 1 to the Loan Agreement.
23 Section 2. The City hereby approves the execution by
24 the City of the Amendment No. 1 to the Loan Agreement substantially
25 in the form attached hereto, whereby the SBIAA will incur
26 indebtedness in the principal amount not to exceed $3,000,000 from
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97.,.c;.190
1 draws to be made pursuant to the San Bernardino Loan and the County
2 Loan during the 1997-98 fiscal year in addition to those draws
3 made in the 1996-97 fiscal year. The City acknowledges the
4 existence of the obligations of the City to be incurred pursuant to
5 Section 11 of the JPA Agreement establishing the SBIAA and consents
6 to all terms, conditions and provisions thereof.
7 Section 3. The City by the adoption of this
8 Resolution does hereby incur the general fund obligation to loan to
9 the SBIAA, under the terms of the Amendment No. 1 to the Loan
10 Agreement, a portion of the principal amount to be borrowed by the
11 SBIAA in an amount not to exceed $712,335 for the 1997-98 fiscal
12 year, which amount shall be loaned in the manner as provided in the
13 Amendment No. 1 to the Loan Agreement with the repayment thereof to
14 occur on December 31, 1997. Such loan amount may be reduced to a
15 lesser principal amount representing one-sixth (1/6th) of the total
16 principal amount loaned to the SBIAA under the Loan Agreement as
17 may be authorized by the Board of the SBIAA and as shall be
18 incurred by the SBIAA.
19 Section 4. The City agrees that in the event one or
20 more Members of the SBIAA should fail to extend the required loan
21 amounts applicable to said Member or Members as provided in the
22 Loan Agreement and Amendment No. 1 thereto, that portion allocable
23 to any such defaulting Member or Members of the SBIAA may be
24 assumed by the City, but the City shall not be required to so
25 assume, nor will the City be compelled to assume such allocable
26 portion attributable to a defaulting Member or Members. Such
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97-290
1 allocable portion of obligations of a defaulting Member or Members
2 may be assumed either in whole or in cooperation with one (1) or
3 more nondefaul ting Member or Members. Under such voluntary
4 assumption by the City of the allocable portions of a defaulting
5 Member or Members the amount of the loan to the SBlAA for which the
6 City shall be responsible will be increased by a proportionate
7 amount as required to reallocate the delinquent amounts not loaned
8 by a defaulting Member or defaulting Members. The City further
9 acknowledges and agrees that in the event all other Members should
10 default in their respective obligations to pay all amounts when
11 due, either pursuant to the terms of the Loan Agreement and
12 Amendment No. 1 thereto or with respect to the other debts,
13 obligations and administrative and operating expenses of the SBlAA,
14 the City may assume, but shall not be required to assume nor will
15 the City be compelled to assume, either separately or in
16 cooperation with one (1) or more nondefaulting Member or Members,
17 the total principal amount of the loan obligation, and all debts,
18 obligations and administrative and operating expenses incurred by
19 the SBIAA whether such has become due and payable either at the
20 time of adoption of this Resolution or at a latter date if payment
21 is required pursuant to the JPA Agreement.
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97-290 .
1 Section 5. The findings and determinations herein
2 shall be final and conclusive. This Resolution shall be effective
3 from and after the date of its adoption and shall be non-repealable
4 prior to the time the City has advanced to the SBIAA all of the
5 principal which it is obligated to loan under the term of the Loan
6 Agreement and Amendment No. 1 to the Loan Agreement.
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97":290
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING AMENDMENT NO. 1 TO A CERTAIN LOAN AGREEMENT
2 WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND HAMBERS
OF SAID AUTHORITY AND REAFFIRMING CERTAIN OBLIGATIONS INCURRED BY
3 THE CITY OF SAN BERNARDINO PURSUANT TO A JOINT POWERS AGREEMENT
ESTABLISHING THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY
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5
Secti.on 6.
Effective Date.
This Resolution shall
6 take effect from and after the date of its passage and adoption.
7 I HEREBY CERTIFY that the foregoing Resolution was
8 duly adopted by the Mayor and Common Council of the City of
9 San Bernardino at a
joint regular
meeting
10 thereof, held on the
15th
day of
September
, 1997,
11 by the following vote, to wit:
AYES
x
NAYS
ABSTAIN
ABSENT
12 Council:
NEGRETE
13 CURLIN
ARIAS
14 OBERHELMAN
DEVLIN
15 ANDERSON
MILLER
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17
18
19 /7t!.. day of
20
x
x
x
x
x
x
xhnduv /rwiU; CU llMM'Ff
City Clerk I I
The foregoing
September
resolution is hereby approved this
1997.
~ 7kk~
Mayor of the'Clty of
San Bernardino
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Approved as to form and
legal ntent:
7~
23
24
Attorney
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97-290
AMENDMENT NO. 1
TO
LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT is made and
entered into as of September ~~, 1997, 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 ("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
"Lenders".
WIT N E SSE T H :
WHEREAS, the Authority has entered into a certain Loan
Agreement with the County, San Bernardino, Highland, Colton and
Lorna Linda dated as of October 1, 1996, for the establishment of
the County Loan and the San Bernardino Loan and setting forth the
obligations of all parties to said Loan Agreement with respect to
the funding of loans and the repayment thereof; and
WHEREAS, funds pursuant to the County Loan have been disbursed
in a principal amount equal to $643,835 with respect to the 1996-97
fiscal year and funds pursuant to the San Bernardino Loan have been
disbursed in a principal amount equal to $1,287,665 with respect to
the 1996-97 fiscal year; and
WHEREAS, it is desirable for the parties to the Loan Agreement
to modify certain of the terms and provisions thereof to allow for
the disbursement of an amount equal to the remaining funds from the
County Loan and the San Bernardino Loan during the 1997-98 fiscal
year and to provide for the extension of the date by which the
Highland Loan, the Colton Loan and the Lorna Linda Loan shall be
funded; and
WHEREAS, in order to establish and declare the amendments and
modifications to the Loan Agreement with respect to the terms and
conditions upon which the Loans (as said term is defined in the
Loan Agreement) are to be made, the Authority and the Lenders
desire to enter into this Amendment No.1; and
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97-290
WHEREAS, it is the intent of the parties that the County and
San Bernardino shall authorize draws to be made during the 1997-98
fiscal year for the County Loan in a principal amount not to exceed
the previously undisbursed principal of the $1,000,000 commitment
from the County and the San Bernardino Loan in a principal amount
not to exceed the previously undisbursed principal of the
$2,000,000 commitment from San Bernardino through and including
December 15, 1997, and unless the then outstanding principal and
interest amounts of such loans are repaid in full on or before
December 15, 1997, Highland, Colton and Lorna Linda shall be
required to fund their respective loans on or before December 31,
1997, or shall be automatically terminated from the membership of
the Authority and have no further obligations with respect to the
financial participation in the Authority; and
WHEREAS, the County, San Bernardino, Highland, Colton and Lorna
Linda have taken, or shall take, all requisite official action by
their respective legislative bodies to make the commitments to fund
loans during the 1997-98 fiscal year or to terminate their
membership and participation in the Authority the legal obligations
of such members pursuant to applicable California law; and
WHEREAS, all acts and proceedings required by law necessary to
make this Amendment No. 1 to the Loan Agreement, when executed by
the Authority and the Lenders, the valid, binding and legal
obligation of the Authority and each of the Lenders, and to
constitute this Amendment No. 1 to the Loan Agreement as a valid
and binding agreement for the uses and purposes herein set forth in
accordance wi th its terms, have been done and taken, and the
execution and delivery of this Amendment No. 1 to the Loan
Agreement have been in all respects duly authorized by the
respective parties.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto do hereby
agree as follows:
Section 1.01. Definitions. All capitalized terms as used in
this Amendment No. 1 which are not otherwise defined herein shall
have the respective meanings as defined in the Loan Agreement.
Section 1.02. Amendments to Loan Aareement. The Loan
Agreement shall be amended only to the extent and in the manner as
herein provided. Unless a particular provision of the Loan
Agreement is specifically amended pursuant to this Amendment No.1,
each and every term, condition and provision of the Loan Agreement
shall remain in full force and effect as therein or as herein
provided.
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97-290
(a) Section 2.06d. of the Loan Agreement shall read as
follows: "Disbursement of loan proceeds under (i) the
County Loan have been disbursed in a principal amount
equal to $643,835 for the 1996-97 fiscal year, and (ii)
the San Bernardino Loan have been disbursed in a
principal amount equal to $1,287,665 for the 1996-97
fiscal year. An additional $356,165 of potential
disbursements under the County Loan for the 1997-98
fiscal have been authorized by the County and an
additional $712,335 of potential disbursements under the
San Bernardino Loan have been authorized for the 1997-98
fiscal year. All principal amounts of the disbursement
of loan proceeds to be made under this Section 2.06 with
respect to the 1997-98 fiscal year shall be disbursed by
the County and San Bernardino to the Authority on or
before December 15, 1997, and all principal as may have
been disbursed, together with all accrued interest
thereon, shall be paid in full by the Authority in a
single payment which shall be due and payable on or
before December 31, 1997."
(b)
Section 2. 07a. of the Loan Agreement,
change "June 30, 1997" to "December 15,
last sentence,
1997"
(c) Add a new Section 2.07d. to read as follows: "Highland,
Colton and Lorna Linda have by the adoption of Amendment
No. 1 to this Loan Agreement by resolution of the
respective city councils authorized the incurring of the
funding obligation for the Highland Loan by Highland, the
Colton Loan by Colton and the Lorna Linda Loan by Lorna
Linda during the 1997-98 fiscal year and within the time
periods required under Amendment No. 1 to this Loan
Agreement."
(d)
Section 3.01 of
change "June 30,
the Loan Agreement,
1997" to "December 15,
first
1997"
sentence,
(e) Section 3.01 of the Loan Agreement, second sentence,
change "September 29, 1997" to "December 31, 1997"
(f)
Section 4.13 of the
delete the phrase "
2.06.e"
Loan Agreement, first sentence,
except as may result from Section
(g)
Section 4 .13 of the Loan Agreement,
change "June 30, 1997" to "December 31,
"July 1, 1997" to "January 1, 1998"
second sentence,
1997" and change
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97-290
Section 1.03 Counterparts. This Amendment No. 1 to the Loan
Agreement may be executed in one or more counterparts, each of
which shall constitute an original.
Section 1.04 Inconsistencies. In the event of any
inconsistencies between the provisions of this Amendment No. 1 and
the original version of the Loan Agreement, it is the desire of the
parties hereto that this Amendment No. 1 shall control and all such
inconsistencies shall be resolved so as to implement the intent as
expressed in this Amendment No.1.
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97-290
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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 Amendment No. 1 to the Loan
Agreement to be executed by their respective officers, all as of
the day and year first above written.
SAN BERNARDINO INTERNATIONAL
AIRPORT AUTHORITY
ATTEST:
BY:'-!1J f7U/.- /.-/z Ii
a<14L4.:t:<<4<./I- Secretary
t/-th
r
APPROVED AS TO FORM:
..,----.
By: ,,~
Authorit
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97-290
COUNTY OF SAN
SEP 2 3 1997
~-'W-A-I
ATTEST:
By: _____
------
-----
By:
!?COUn y
B
APPROVED AS TO FORM:
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97-290
ATTEST:
BY:~~fJJ" 1\OliJl-h:
Ci ty Clerk 10
APPROV D AS
TO FORM:
;}
J ,/-
"7/~
y Attorney
CITY OF SAN BERNARDINO
By:
Name:
Title:
~~ )(~
j Tom Minor /
Mayor
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97-290
ATTEST:
By:AlLLL'-~ Ll..Sf ~'
"'ci ty Clerk tq.!
Debbie A. Lee
APPROVED AS TO FORM:
By: MUvl~(mr:f. f,!?1\~
City ttorney ~
Marguerite P. Battersby )
CITY OF HIGHLAND
By' ~1if.d~
N~me~ ohn P. T' r
TJ.tl : Mayor
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97-290
ATTEST:
By:rf!:tJ...:U r9 ~
ity Clerk
APPROVED AS TO FORM:
~
.
By. '0
Y Atto e~
CITY OF COLTON
By: ~~----
Name: P" C',AYTAN
Title: MAYOR
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97-290
CITY OF
By:
Name:
Title:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
SBIA\OOOl\DOC\271
9\4\97 415 cg
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Flod
Mayor