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HomeMy WebLinkAbout1996-275 1 2 3 4 5 6 7 8 RESOLUTION NO. 96-275 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN FINANCING BY THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, ACKNOWLEDGING CERTAIN OBLIGATIONS INCURRED BY THE CITY OF SAN BERNARDINO PURSUANT TO A JOINT POWERS AGREEMENT ESTABLISHING THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND APPROVING A CERTAIN ACQUISITION AND PARTICIPATION AGREEMENT WHEREAS, the City of San Bernardino (the "City") 9 together with the County of San Bernardino and the Cities of 10 Colton, Lorna Linda and Highland (collectively, the "Members") 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 and the City of Redlands have adopted a certain Joint Exercise of Powers Agreement, as amended, dated as of May 20, 1992 (the "JPA Agreement"), creating the San Bernardino International Airport Authority ("SBIAA"); and WHEREAS, the City of Redlands by official action of the city Council of the City of Redlands has determined to voluntarily resign from the membership of the SBIAA; and WHEREAS, the SBIAA has received the conveyance of the airport portions of the former Norton Air Force Base (the "SBD Airport") from the United States Air Force and is presently operating the aviation facilities thereon as a general aviation airport; and WHEREAS, the SBIAA requires additional funds at this time for the purposes of: (i) undertaking public improvement - 1 - RES 96-275 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 projects to gain better vehicular access to the SBD Airport, (ii) upgrading the aviation facilities located on the SBD Airport by contributing local match funds together with federal grant funds, and (iii) paying the operating deficits created by the ongoing operations of the SBD Airport and the payment of the necessary administrative expenses of the SBlAA; and WHEREAS, Section 11 of the JPA Agreement requires each of the Members to pay their proportionate share of the operating deficits and other debt of the SBlAA as may be assessed by the SBlAA to the respective Members; and WHEREAS, it has become necessary for the SBlAA to obtain funds through the issuance of either tax-exempt notes or the obtaining of a tax-exempt loan or a conventional loan from a commercial lender or other financing institution (the "Financing") to be either underwritten and sold in the municipal finance market or privately placed with a commercial lender or other financing institution for the funding of the ongoing capital improvement budget and the operating deficits of the SBlAA for the 1996-97 fiscal year of the SBlAA for which the financial commitments of the Members will be required to ensure the marketability of the Financing at the best terms available; and - 2 - RES ~6-2t:> 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, the Members have been requested by the SBlAA to adopt this Resolution pursuant to the provisions of Section 11 of the JPA Agreement and to thereby commit for the repayment of the respective portion of the entire indebtedness of the Financing on the basis of the current voting structure of the Members as shall be evidenced by the Financing to be incurred by the SBlAA; and WHEREAS, in the event revenues generated from the SBlAA and amounts to be paid by the Members are insufficient or one or more of the Members fail, refuse or are unable to meet their respective payment obligations, the County and the City of San Bernardino will pay the entire indebtedness of the Financing on a one-third (1/3), two-thirds (2/3) basis, respectively, and will acquire a greater interest in the SBlAA; and WHEREAS, the City currently has two (2) of the six (6) votes on the Board of the SBlAA since the date of the voluntary resignation by the City of Redlands from the voting membership of the SBlAA, and each of the other Members of the SBlAA, including the County of San Bernardino and the Cities of Colton, Lorna Linda and Highland shall each have one (1) of the total of six (6) votes on the Board of the SBlAA. - 3 - RES 96-2~~ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1. The City hereby finds and determines that the above set forth recitals are true and correct in all respects. SECTION 2. The City hereby approves the incurring of the Financing by the SBIAA in the principal amount not to exceed $3,000,000. The City acknowledges the existence of the obligations of the City to be incurred pursuant to Section 11 of the JPA Agreement establishing the SBIAA and consents to all terms, conditions and provisions thereof. SECTION 3. The City by the adoption of this Resolution does hereby incur the general fund obligation to repay a portion of the principal amount of the Financing in an amount not to exceed $1,000,000, plus accrued and unpaid interest with respect to the principal amount of the Financing, on or before June 16, 1997, or such lesser principal amount representing two- sixths (2/6ths) of the principal amount of the Financing as may be authorized by the Board of the SBIAA and as shall be incurred by the SBIAA. Such principal amount, plus accrued and unpaid interest with respect to the principal amount of the Financing, if not paid in full on or before said date shall thereafter bear - 4 - RES 96-2.75 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 interest at the rate of interest equal to ten percent (10%) per annum from and after June 17, 1997, until the full principal amount outstanding pursuant to this Resolution and accrued interest thereon has been paid unless on or before June 16, 1997, the Financing has been paid in whole as of said date or other satisfactory provision has been made by the SBlAA for such payment in whole on or before June 30, 1997. The city agrees that in the event the City should fail to either remit the required payments on or before June 16, 1997, this Resolution shall constitute an amendment to the JPA Agreement establishing the SBlAA as referenced in the recitals hereof and shall have the effect of automatically expelling the Ci ty from the membership of the SBlAA as of June 17, 1997, without any further action being required by either the City or any other member jurisdiction of the SBlAA. The City agrees and represents to the holders of the Financing that in the event of such automatic expulsion from the membership of the SBlAA, the City shall execute such documents as may reasonably be requested by any trustee or lender in connection with the Financing or by the SBlAA to evidence such expulsion from the membership of the SBlAA, including, but not limited to, any formal amendment document or certificate of amendment to the JPA Agreement. Upon any such automatic expulsion of the City from the membership of the SBlAA as of June 17, 1997, the City - 5 - RES 96-275 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 acknowledges and agrees that the City shall remain liable to the trustee or other lender in connection with the Financing and the holders of the Notes for a principal amount not to exceed $1,000,000, plus accrued and unpaid interest with respect to the principal amount of the Financing, and interest thereon at the rate of interest per annum and in the manner as provided above in addition to any costs, expenses and attorney fees incurred by the trustee, any lender or other holders of the Financing in connection with the collection of the obligation of the City as incurred herein. SECTION 4. The City agrees that in the event one or more current Members of the SBIAA should fail to make the necessary payments as required for the payment and repayment of the principal of and interest and redemption premium on the Financing, that portion allocable to any such defaulting Member or Members of the SBIAA may be assumed by the City either in whole or in cooperation with one (1) or more nondefaul ting Member or Members. Under such circumstances the amount of the Financing for which the City shall be responsible for the repayment thereof will be increased by a proportionate amount as required to reallocate the delinquent amounts not paid by a defaulting Member or defaulting Members of the SBIAA. The City further acknowledges and agrees that in the event all other Members of the SBIAA should default in their respective obligations to pay all amounts when due, either pursuant to the - 6 - RES 96-275 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 terms of the Financing or with respect to the other debts, obligations and administrative and operating expenses of the SBIAA, the city may assume, either separately or in cooperation with one (1) or more nondefaulting Member or Members, the total principal amount of the Financing, plus interest and redemption premium thereon, and all debts, obligations and administrative and operating expenses incurred by the SBIAA whether such has become due and payable either at the time of adoption of this Resolution or at a latter date if payment is required pursuant to the JPA Agreement. SECTION 5. The City hereby agrees that the City shall be obligated to pay when due an amount equal to not less than: (i) $1,000,000, being an amount equal to 2/6ths of the principal amount of the Financing, and (ii) an amount equal to 2/6ths of the unpaid interest due on and owing on the Financing through June 30, 1997, which amounts are equal to the proportionate share of the principal amount of and interest on the Financing to be due and payable by the City to the SBIAA on or before June 16, 1997. SECTION 6. The City approves the Acquisition and Participation Agreement, a copy of which is attached hereto as Exhibit "A", and is incorporated herein by this reference. The Mayor of the City is hereby authorized and directed to execute - 7 - RES 96-275 . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Acquisition and Participation Agreement with any such changes as may be approved by the City Attorney. SECTION 7. This Resolution shall be effective from and after the date of its adoption and shall be non-repealable during the term that all or any principal amount of the Financing, and accrued and unpaid interest thereon. - 8 - lU." ':JO-Z/5. 1 2 3 4 5 6 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A CERTAIN FINANCING BY THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND ACKNOWLEDGING CERTAIN OBLIGATIONS INCURRED BY THE CITY OF SAN BERNARDINO PURSUANT TO A JOINT POWERS AGREEMENT ESTABLISHING THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY SECTION 8. The findings and determinations herein final and conclusive. This Resolution shall take shall be 7 effect upon the date of its adoption. 8 I HEREBY CERTIFY that the foregoing Resolution was 9 duly adopted by the Mayor and Common Council of the City of San 10 Bernardino at a Adjourned Regular meeting thereof, held on the 11 9th day of September, 1996, by the following vote, to wit: 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Council: ~ NEGRETE CURLIN ARIAS OBERHELMAN DEVLIN ANDERSON MILLER x x x x x ----x- ---x- ~ ABSTAIN ABSENT ~~ The foregoing resolution is hereby approved this 19~ September , 1 996 . ~-/;.~~. -----Hj -~DEVLIN, MAY~R PRO TEM ,,) st BernardIno day of Approved as to form and legal content: By: ~Jrc2'<J;;' (~"~'1~~ c;lCity Attorney SBIA/0001/DOC/217 8/22/96 1110 ew - 9 - RES 96;"275 CITY OF SAN BERNARDINO INTEROFFICE MEMORANDUM CITY CLERK'S OFFICE DATE: ~/;),~(17 All Clients TO: FROM: City Clerk's Office RE: SCANNING MISSING DOCUMENT NOTICE At the time the above re~nced docum~IJf w,s scalUled, it was not C.:oJUPlete l!PJi w,., mis~ certain attachment(s). (JV/U'- ;tui1J::.,)^f!. /fvo ~R;f;t/ a;;r;tlU'Jt/J1II.hV( . An effort is being made to secure the missing documentation. If that documentation is located, the imaging database will be updated. The missing docum:ntation is identified as: Y!J;IuIfLt L,Y/' .-a(!F~ht1)L./ ~ ~~70rr---' ()L!ltU/h'[rz4, (j Should you have any questions on this matter, please do not hesitate to contact either Administrative Operations Supervisor Sandra Medina or Deputy City Clerk Melanie Miller at (909) 384-5002. ~~ Rachel Clark City Clerk RC:mam OOCUMENT lOCA liON: FORMSlScanning Missing Document Notice Memo CC Form No. 112 Last Updated; 09/24/1996 RES 96:"'275 ACQUISITION AND PARTICIPATION AGREEMENT This ACQUISITION AND PARTICIPATION AGREEMENT ("Agreement") is made as of the 1st day of September, 1996, by the City of San Bernardino (the ~City"), the County of San Bernardino (the ~County") and the San Bernardino International Airport Authority (the ~Debtor") as follows: The City and County (collectively, the ~Participants") hereby agree to pay the obligation of the Debtor, to First Trust of California, National Association, as trustee (the "Trustee") for the benefit of the holders of the outstanding $3,000,000 San Bernardino International Airport Authority Revenue Anticipation Notes, Issue of 1996 (the "Notes"), on the terms and conditions set forth herein. All capitalized terms not defined herein shall have the meanings ascribed to them in the Indenture of Trust dated as of September 1, 1996, by and between the Agency and the Trustee (the "Indenture"). The terms of this agreement are as follows: SECTION 1. PARTICIPANTS' OBLIGATIONS. 1.1 Limited Obliaation. The Participants' obligations to the Trustee hereunder are solely with respect to the debt incurred by Debtor to pay the principal, premium, if any, and interest on the Notes in the event Revenues generated from the Debtor and amounts to be paid by the Member Jurisdictions as described in clauses (i) and (ii) of the definition of Revenues in Section 1.01 of the Indenture (the ~Initia1 Sources") are insufficient, or one or more of the Member Jurisdictions refuse, fail or are unable to make payments as provided in said clause (ii). The Participants' obligation hereunder shall not extend to any other obligation of Debtor to Trustee, or any third party whatsoever, whether prior, contemporaneous or future. In the event of a default by Debtor under the Indenture, the Participants agree to make payments to the Trustee in an amount sufficient to pay the principal, interest and premium, if any, coming due on the next Interest Payment Date as further provided in the Indenture. Collectively, the amount of the Participants' obligations to the Trustee shall not exceed Three Million Dollars ($3,000,000), plus interest thereon, less any principal payments made on account thereof by Debtor or any other party. The portion of this commitment attributable to the City of San Bernardino is two-thirds (2/3) and the portion attributable to the County of San Bernardino - 1 - RES 96-275 is one-third (1/3). Any obligation of the Participants hereunder shall cease upon payment in full of all principal due under the Notes, regardless of the source of said payment. The Participants may not terminate their obligations under the provisions of this Agreement until such time as the Notes have been paid in full or the amount then owed by the Participants pursuant hereto has been paid in full. Pursuant to Section 11 of the Joint Exercise of Powers Agreement Creating an Agency to be Known as the San Bernardino International Airport Authority, as amended (the ~JPA Agreement"), upon payment by the Participants hereunder, said funds shall constitute a loan to the Debtor payable as provided in the JPA Agreement. 1.2 Full Authoritv. Participants represent and covenant that each has duly authorized this Agreement and that this Agreement is validly existing in accordance with the laws of the State of California. 1.3 Benefits to Particioants. In consideration for the provision of funds hereunder, each Participant shall be granted an increased voting interest in the Debtor. Each Participant finds and determines that this Agreement is of benefit to said Participant as (i) it provides each Participant an opportunity to obtain more control of the activities of the Debtor; and (ii) it allows each Participant to carry out its redevelopment interests, thereby benefitting each Participant's jurisdiction. SECTION 2. RIGHTS AND DUTIES OF TRUSTEE. Trustee may not, without the prior written consent of the Participants, enter into any modification, amendment, waiver or other change in the terms, amount or conditions of the Notes, nor renew, extend or postpone the time for payment or otherwise change the terms of the Notes, nor release any security, if any, held therefor. Trustee shall enforce this Agreement as provided by law. Trustee is familiar with its rights under the California civil Code and expressly waives any right to recover any asset of the Participants which may be in the possession of the Trustee at any time, and agrees solely to exercise its rights under this Agreement in accordance with the terms hereof. SECTION 3, OBLIGATIONS OF DEBTOR. The parties hereto have entered into this Agreement to provide for the payment of Debt Service on the Notes in the event of any deficiencies in the payments from the Initial Sources. The Debtor hereby covenants and warrants that it shall do everything possible to ensure that (i) its facilities are operated in an efficient and professional - 2 - RES 96'-275 manner; (ii) that it collects all fees and rents due and owing; and (iii) that it actively seeks to lease its facilities all in order to generate revenues to repay the Notes. Section 4. MISCELLANEOUS. 4.1 Governina Law. This Agreement and the respective rights and obligations created hereby shall be construed according to the laws of the State of California. 4.2 Assiqnment. Trustee may assign its rights under this Agreement subject to providing fifteen (15)days prior written notice thereof to the Participants. 4.3 Execution. This Agreement may be executed in counterparts each of which shall constitute an original. 4.4 Immunitv and Indemnitv of Trustee. The Trustee is entering into this Agreement solely in its capacity as Trustee under the Indenture and the provision of the Indenture relating to the immunities, indemnities and exceptions from liability as they relate to the Trustee shall apply to. this Agreement. - 3 - RES 96~275 IN WITNESS WHEREOF the parties hereto have executed this Acquisition and Participation Agreement all as of the date first written above. CITY OF SAN BERNARDINO By: ATTEST: Secretary [CITY SIGNATURE PAGE - ACQUISITION AND PARTICIPATION AGREEMENT) RES 96-275 ATTEST: Secretary COUNTY OF SAN BERNARDINO By: (COUNTY SIGNATURE PAGE - ACQUISITION AND PARTICIPATION AGREEMENT] RES 96-275 FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION as Trustee By: Assistant Vice-President {TRUSTEE SIGNATURE PAGE - ACQUISITION AND PARTICIPATION AGREEMENT] RES 96-275 SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY By: Airport Director [AIRPORT AUTHORITY SIGNATURE PAGE - ACQUISITION AND PARTICIPATION AGREEMENT]