HomeMy WebLinkAbout1992-161
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RESOLUTION NO. 92-161
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
3 OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN
MEMBERS I SETTLEMENT AGREEMENT AND A CERTAIN JOINT
4 EXERCISE OF POWERS AGREEMENT CREATING AN AGENCY TO BE
KNOWN AS THE SAN BERNARDINO REGIONAL AIRPORT AUTHORITY
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WHEREAS, the City of San Bernardino (the "city") is a
7 charter city, duly created and existing pursuant to the
8 Constitution and the laws of the State of California; and
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10 WHEREAS, the city is a member of the Inland Valley
11 Development Agency (the "Agency") which is a joint powers
12 authority formed by the legislative bodies of its members
13 pursuant to Section 6500, ~ sea., of the California Government
14 Code; and
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16 WHEREAS, the Agency was formed for the purpose of
17 determining whether the redevelopment of Norton Air Force Base
18 ("NAFB") and properties adjacent and in proximity thereto is
19 feasible for the purposes of preserving and creating employment
20 opportunities necessitated by the announced closure of NAFB; and
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WHEREAS, in connection with the formation of the Agency
23 and the undertaking of certain redevelopment actions, certain
24 legal actions were initiated by the City of Redlands; and
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26 WHEREAS, in connection with the initiation of the
27 aforementioned legal actions by the City of Redlands, the City of
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1 Highland and certain other parties made appearances on behalf of
2 their own interests; and
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4 WHEREAS, the parties to the aforementioned legal
5 actions have been in negotiations in attempts to resolve their
6 differences and as a result of such negotiations the City of
7 Redlands and the City of Highland are now prepared to enter into
8 a certain settlement agreement with the Members of the Agency and
9 the East Valley Association entitled "Members' Settlement
10 Agreement", a copy of which is attached hereto as Exhibit "A" and
11 incorporated herein by this reference; and
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13 WHEREAS, in connection with the execution and approval
14 of the Members' Settlement Agreement, the parties thereto, with
15 the exception of the East Valley Association, have deemed it
16 desirable to seek the approval and execution of a certain "Joint
17 Exercise of Powers Agreement Creating an Agency to be Known as
18 the San Bernardino Regional Airport Authority (the "Airport
19 Authority Agreement"), a copy of which is attached hereto as
20 Exhibit "B" and incorporated herein by this reference; and
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22 WHEREAS, the City at this time deems it desirable to
23 enter into the Members' Settlement Agreement and the Airport
24 Authority Agreement in order to accomplish the goals and
25 objectives as set forth therein.
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NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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4 SECTION 1. The Mayor and Common Council of the City
5 (the "Council") hereby approves the Members' Settlement Agreement
6 as attached hereto as Exhibit "A" with any such non-substantive
7 changes as may be approved by the Mayor and City Attorney.
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9 SECTION 2. The Council hereby approves the Airport
10 Authority Agreement as attached hereto as Exhibit "B" with any
11 such non-substantive changes as may be approved by the Mayor and
12 the City Attorney.
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14 SECTION 3. The Mayor and City Clerk are hereby
15 authorized to execute the Members' Settlement Agreement and the
16 Airport Authority Agreement on behalf of the City and take all
17 such other actions as may be necessary in order to implement the
18 provisions of the Members' Settlement Agreement and the Airport
19 Authority Agreement.
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO, CALIFORNIA, APPROVING A CERTAIN MEMBERS' SETTLEMENT
2 AGREEMENT AND A CERTAIN JOINT EXERCISE OF POWERS AGREEMENT
CREATING AN AGENCY TO BE KNOWN AS THE SAN BERNARDINO REGIONAL
3 AIRPORT AUTHORITY
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SECTION 4.
This Resolution shall take effect upon
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I HEREBY CERTIFY that the foregoing Resolution was duly
JAMES F. PENMAN
City Attorney
Bfi~
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and Common Council
of the City of
11 1992, by the following vote, to wit:
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5 its adoption.
8 adopted by the Mayor
9 San Bernardino at a
10 thereof, held on the
Council Members:
ESTRADA
REILLY
14 HERNANDEZ
MAUDSLEY
15 MINOR
POPE-LUDLAM
16 MILLER
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reqular
meeting
4th
day of
Mav
AYES
ABSTAIN
ABSENT
NAYS
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May
The foregoing resolution is hereby approved
6th
day of
, 1992.
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EXHIBIT "A"
MEMBERS' SETTLEMENT AGREEMENT
. .
City of S Bdno Res No 92-161 adopted 5/4/92
MEMBERS' SETILEMENT AGREEMENT
by and among
County of San Bernardino
City of San Bernardino
City of Loma Linda
City of Colton
city of Redlands
City of Highland
and
East Valley Association
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section
Section
section
1.1
1.2
1.3
section 2.1
Section 2.2
section 3.1
section 3.2
section 3.3
section 3.4
section 3.5
section 4.1
section 4.2
section 4.3
section 5.1
section 5.2
section 5.3
section 5.4
section 5.5
section 5.6
Section 5.7
section 5.8
EXHIBIT "A" -
EXHIBIT "B" -
EXHIBIT "c" -
EXHIBIT "0" -
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.
TABLB OF CONTENTS
1.
XNTERRELATXONSHXP OF AGREEMENTS
Members' Settlement
Agency Agreement
Authority Agreement
Agreement
2.
POWERS AND COOPERATXON
Authority Powers Exclusive
Cooperation in Goals . . .
3.
RESOLUTXON OF LBGAL ACTXONS
stipulated Judgment . . . . . . . . .
Release by Redlands, Highland and the
Association . . . . . . . . .
Release by Agency and Members
No Admissions .......
Prior Attorneys' Fees and Costs
4.
REMEDXBS
All Legally Available Remedies
Jurisdiction . .
Attorneys' Fees
s.
GENERAL PROVXSXONS
Scope of Agreement; Successors in Interest
Amendments and Assignments
California Law .
Indemnification
Waiver . . .
Severability . .
Execution in Counterparts
Effective Date of Agreement
AGENCY AGREEMENT
AUTHORITY AGREEMENT
STIPULATION FOR SETTLEMENT AND ENTRY OF JUDGMENT
JUDGMENT
(i)
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MEMBERS' SETTLEMmlT AGREEMmlT
This Agreement is entered into this day of
1992, by and among the COUNTY OF SAN BERNARDINO ("County"), the
CITY OF SAN BERNARDINO ("city"), the CITY OF LOMA LINDA ("Loma
Linda"), the CITY OF COLTON ("Colton"), the CITY OF REDLANDS
("Redlands"), the CITY OF HIGHLAND ("Highland") and the EAST VALLEY
ASSOCIATION (the "Association").
R E C I TAL S
WHEREAS, in January and February of 1990, the County of
San Bernardino and the cities of San Bernardino, Colton and Loma
Linda (collectively, the "Members") entered into an agreement (the
"Agency Agreement") to form the Inland Valley Development Agency
(the "Agency"), a joint powers authority with certain powers of a
redevelopment agency under the authority of Health and Safety Code
Section 33320.5;
WHEREAS, in March of 1990, Redlands filed Case No. 255222
in the San Bernardino Superior Court, a complaint to invalidate the
formation of the Agency;
WHEREAS, in April of 1990, the Agency filed a cross-
complaint in Case No. 255222 seeking to validate the formation of
the Agency;
WHEREAS, appearances were also made in Case No. 255222 by
Redlands Unified School District, San Bernardino City Unified
School District, San Bernardino County superintendent of Schools,
Colton Unified School District and San Bernardino Community College
District (collectively, the "Schools"), Highland and the
Association;
WHEREAS, in June of 1990, Redlands filed Case No. 256889
in the San Bernardino superior Court, a petition for writ of
mandate challenging the environmental analysis of the formation of
the Agency; in August of 1990, Redlands amended the petition to
challenge the environmental analysis of the Plan and to include a
complaint to invalidate the Plan and the proceedings related
thereto, a complaint for declaratory relief and a complaint for
injunctive relief; and, in March of 1991, Redlands filed a Second
Amended Complaint and Petition;
WHEREAS, appearances were also made in Case No. 256889 by
the Association, the Schools and Highland;
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WHEREAS, the Schools have resolved the disputes with the
Agency and have filed stipulated judgments to that effect; and
WHEREAS, the parties desire to resolve the disputes
between them that are embodied in Case No. 255222 and Case No.
256889 (both of which cases have been consolidated and transferred
to Orange County Superior Court as Case No. 680255, but which will
be referred to herein by their San Bernardino Superior Court case
numbers) by the terms and conditions in this Settlement Agreement.
NOW, THEREFORE, the parties agree as follows:
1. INTERRELATIONSHIP OF AGREEMENTS
Section 1.1 Members' Settlement Aqreement. T his
Settlement Agreement shall be referred to hereinafter as the
"Members' Settlement Agreement."
section 1.2 Aqencv Aqreement. Contemporaneously with
this Settlement Agreement, the Agency is entering into a Settlement
Agreement by and among the Inland Valley Development Agency, the
city of Redlands, city of Highland and East Valley Association (the
"Agency Settlement Agreement"). The Agency Settlement Agreement
shall be in the form attached hereto as Exhibit "A" and
incorporated herein by reference. Neither the Agency Settlement
Agreement nor the Members' Settlement Agreement shall be of any
force or effect until the other Agreement has been executed in full
and the requirement of section 1.3 below has been satisfied.
section 1.3 Authoritv Aqreement. It is contemplated
by the parties to this Members' Settlement Agreement that the
parties hereto, with the exception of the Association, shall enter
into that certain agreement entitled "Joint Exercise of Powers
Agreement Creating an Agency to be Known as the San Bernardino
Regional Airport Authority" (the "Authority Agreement"). The
Authority Agreement shall be in the form attached hereto as Exhibit
"B" and incorporated herein by reference. This Members I Settlement
Agreement shall only become effective upon the successful formation
of the Authority as set forth in the Authority Agreement, and upon
compliance with section 1.2 above.
2. POWERS AND COOPERATION
Section 2.1 Authoritv Powers Exclusive. The
Authority's powers set forth in the Authority Agreement shall be
exclusive. The Authority's inherent powers are restricted by the
Authority Agreement and the Authority shall have no legal authority
to act, except as set forth therein, and except as otherwise
provided by law. The Members shall not own, develop, operate or
maintain, or exercise any form of control with respect to, the
Airport Facility (as defined in the Authority Agreement) except as
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specifically provided in the Authority Agreement and under the
circumstances set forth therein or otherwise as may be agreed to by
the Authority. The Members shall take no steps, nor shall they
cause steps to be taken, that would be contrary to the provisions
of this section, such as, but not limited to, seeking or causing to
be sought the transfer of the Airport Facility to any entity other
than the Authority, except for a transfer to the County of the
operational control of all or a portion of the Airport Facility
under the conditions described in section 12(b) of the Authority
Agreement, unless the Authority is terminated pursuant to the
Authority Agreement.
section 2.2 Cooperation in Goals. The parties to this
Agreement agree to cooperate in the furtherance of the goals and
objectives of the Agency Settlement Agreement and the Authority
Agreement. In addition, the County agrees to abide by the
provisions of sections 5.2 and 6.1 of the Agency Settlement
Agreement.
3. RESOLUTION OF LEGAL ACTIONS
section 3.1 Stipulated Judament. U p 0 nth e
execution by all parties of this Members' Settlement Agreement, and
the Agency Agreement and the Authority Agreement in the forms
attached hereto, the parties will execute and file a "Stipulation
for Settlement and Entry of Judgment" in Case No. 255222 and Case
No. 256889 as attached hereto as Exhibit "C" and incorporated
herein as if set forth in full, seeking a "Judgment" in the form
attached hereto as Exhibit "0" and incorporated herein as if set
forth in full. Both Exhibit "C" and Exhibit "0" are with regard to
judgment on the Complaint and judgment on the Cross-Complaint.
section 3.2 Release bv Redlands. Hiqhland and the
Association. Redlands, Highland and the Association hereby
release and discharge the Members and their agents,
representatives, attorneys, principals, predecessors, successors,
assigns, and each of them, from any and all claims and causes of
action contained in Case No. 255222 or Case No. 256889.
Section 3.3 Release bv the Members. The Members
hereby release and discharge Redlands, Highland and the Association
and their agents, representatives, attorneys, principals,
predecessors, successors, assigns, and each of them, from any and
all claims and causes of action contained in Case No. 255222 or
Case No. 256889.
Section 3.4 No Admissions. The parties agree that
nothing contained in this Members' Settlement Agreement shall be
construed as an admission against the interest of either party, and
agree that this Members' Settlement Agreement releases the parties
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from any guarantees and warranties, of every nature, whether
expressed or implied, which may have been given by one party to
another except as expressly set forth herein. The execution of
this Members' Settlement Agreement effects a settlement of claims
which are contested and denied. There are no admissions of
liability.
section 3.5 Prior Attornevs' Fees and Costs. All
parties to this Members' Settlement Agreement shall each be
responsible for their own attorneys fees, costs and expenses and
all other costs and expenses incurred in connection with the
actions filed by Redlands as Case No. 255222 and Case No. 256889,
and the cross-actions filed by the Agency and its Members in Case
No. 255222, and the settlement thereof.
4. REMEDIES
The remedies for breach or threatened breach of this
Members' Settlement Agreement are as follows:
Section 4.1 All Leaallv Available Remedies. In the
event any party breaches this Members' Settlement Agreement, or
such a breach is threatened, any other party to this Members'
Settlement Agreement together or separately or in any combination,
shall each have the right to pursue any and all available remedies,
at law or in equity, on a non-exclusive basis, including, without
limitation, enjoining any such breach or threatened breach and
seeking specific performance of this Members' Settlement Agreement.
Section 4.2 Jurisdiction. Any legal action regarding
this Members' Settlement Agreement shall lie in the Superior Court
of the State of California in the County of San Bernardino or, if
applicable, in the United States District Court of the Central
District of California, provided that any party shall have the
right to petition the court for a change of venue as provided by
California law. At their option, any party to this Members'
Settlement Agreement may seek specific enforcement of a provision
of this Members' Settlement Agreement before, contemporaneously
with, or after giving the defaulting or adverse party notice of the
violation of such provision.
Section 4.3 Attornevs' Fees. In the event a legal
action is initiated under this Members' Settlement Agreement, the
prevailing party shall be entitled to collect its reasonable
attorneys' fees and costs.
5. GENERAL PROVISIONS
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section 5.1 Scope of Aareement; Successors in
Interest. This Members I Settlement Agreement binds the parties
individually, collectively, jointly and severally. This Members'
Settlement Agreement shall be binding upon and shall inure to the
benefit of the officers, agents, successors, assigns and
transferees of the parties.
section 5.2 Amendments and Assianments. This Members'
Settlement Agreement may only be altered, amended or modified by an
instrument in writing that is executed and approved by all of the
parties. No party may transfer, assign or convey any right or
obligation it has under this Members' Settlement Agreement without
first obtaining the written approval of all of the other parties.
section 5.3 California Law. This Members' Settlement
Agreement is subject to and shall be construed in accordance with
the laws of the State of California.
section 5.4
Indemnification.
a. The Members shall indemnify and hold Redlands,
Highland and the Association harmless from, against and in respect
of any loss, liability or damage suffered or incurred by Redlands,
Highland or the Association in connection with or as a result of
any action taken (or not taken) by the Members pursuant to the
terms of this Members' Settlement Agreement.
b. Redlands, Highland and the Association shall each
indemnify and hold the Members harmless from, against and in
respect of any loss, liability or damage suffered or incurred by
the Members in connection with or as a result of any action taken
(or not taken) by Redlands, Highland or the Association,
respectively, pursuant to the terms of this Members' Settlement
Agreement.
c. If any action or claim shall be brought or asserted
with respect to which indemnity may be sought pursuant to this
Members' Settlement Agreement, the indemnified party or parties
shall promptly notify the indemnifying party or parties in writing
and the indemnifying party or parties shall promptly assume the
defense thereof.
section 5.5 Waiver. The waiver by any of the parties
of any breach of any term, covenant or condition of this Members'
Settlement Agreement shall not be deemed a waiver of such term,
covenant or condition or any subsequent breach of the same or any
other term, covenant or condition of this Members I Settlement
Agreement. Failure to act or subsequent acceptance of performance
hereunder by any party shall not be deemed to be a waiver of any
preceding breach of any term, covenant or condition of this
Members' Settlement Agreement, regardless of the party's knowledge
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of such preceding breach at the time of acceptance thereof, nor
shall any failure on the part of any party to require or exact full
and complete compliance with any of the covenants or conditions of
this Members' Settlement Agreement be construed as changing in any
manner the terms hereof or preventing the party from enforcing in
full the provisions herein.
section 5.6 Severabilitv. If any part, term or
prov~s~on of this Members' Settlement Agreement is decided by the
courts to be illegal or in conflict with any law of the United
States of America or the State of California, or otherwise be
rendered unenforceable or ineffectual, the validity of the
remaining portions or provisions shall not be affected thereby.
Section 5.7 Execution in Counterparts. This Members'
Settlement Agreement may be executed in counterparts and all
counterparts so executed shall constitute but one agreement.
Section 5.8 Effective Date of Aqreement. This
Members' Settlement Agreement shall not be effective or binding on
any party hereto until such time as the Agency Settlement Agreement
has been fully executed and the Authority has been formed in the
form attached hereto as Exhibit "B". Formation of the Authority
shall be deemed to have occurred at such time as the final public
entity through its legislative body has approved the joint exercise
of powers agreement to establish the Authority. As soon as
practicable after the effective date of this Members' Settlement
Agreement, counsel for Highland, counsel for Redlands and the
Association shall file with the Superior Court of San Bernardino
County, the fully executed "stipulation For Settlement and Entry of
Judgment" and a "Judgment", and counsel for the Agency shall
similarly file the fully executed "stipulation for Settlement and
Entry of Judgment" and a "Judgment", which Judgments shall be as
attached hereto in executed and final form as Exhibits "C" and "0".
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Executed on the date first written above by the duly
authorized representatives of the parties.
COUNTY OF SAN BERNARDINO
By:
Title:
Dated:
(SEAL)
ATTEST:
Clerk of the Board of
Supervisors
Approved as to Form:
County Counsel
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CITY OF SAN BERNARDINO, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
~
jCity Atto ey
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City of S Edna Res. 92-161 adopted 5/4/92
(SEAL)
ATTEST:
CrJ~~
Approved as to Form:
/Z}~
jCity Atto ey
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CITY OF SAN B::;yORNIA
By~-4~
w. R. H~1comb. Mayor
Title:
Dated: 5/6/92
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CITY OF LOMA LINDA, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
city Attorney
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(SEAL)
ATTEST:
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CITY OF COLTON, CALIFORNIA
By:
Title:
Dated:
city Clerk
Approved as to Form:
city Attorney
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CITY OF REDLANDS, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
Attorney for Redlands
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CITY OF HIGHLAND, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
City Clerk
Approved as to Form:
city Attorney
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EAST VALLEY ASSOCIATION
By:
Title:
Dated:
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EXHIBIT "B"
AIRPORT AUTHORITY AGREEMENT
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City of 5 Bdno Res No 92-161 adopted 5/4/92
JOINT EXERCISE OF POWERS AGREEMENT
CREATING AN AGENCY TO BE KNOWN AS THE
SAN BERNARDINO REGIONAL AIRPORT AUTHORITY
This Agreement, dated for convenience as of ,
1992, is made by and among the County of San Bernardino, City of
colton, city of Highland, City of Loma Linda, city of Redlands and
city of San Bernardino (hereinafter sometimes collectively referred
to as the "Parties").
WIT N E SSE T H
WHEREAS, Article 1 of Chapter 5 of Division 7 of Title 1
of the Government Code of the State of California pertaining to the
joint exercise of powers authorizes the Parties by agreement to
jointly exercise certain powers common to the parties; and
WHEREAS, the Parties hereto recognize the importance of
determining the value of the potential civilian aviation use of
Norton Air Force Base and its resulting possible benefit to the
entire East Valley region, all as may be determined by land use,
aviation and environmental studies required to be undertaken by the
Authority pursuant to the California Environmental Quality Act of
1970, as amended ("CEQA"); and
WHEREAS, each of said Parties agrees that a regional
approach is desirable to both (i) direct the policies and
activities of a civilian aviation facility at Norton Air Force Base
and (ii) acquire, own, maintain and operate the aviation related
portions of Norton Air Force Base for all aviation uses as may be
legally permitted upon such property, or such other uses as may be
legally permitted and as may be determined by the Authority all in
accordance with CEQA procedures to be hereafter complied with by
the Authority; and
acquire,
facility;
WHEREAS,
operate,
and
each of the Parties hereto has the power to
repair, maintain and administer an airport
WHEREAS, it has been agreed by each of the Parties that
the interests thereof, as well as of the public in general, may be
served if those portions of Norton Air Force Base to be transferred
by the federal government upon closure, namely the airfield and
aviation support areas of Norton Air Force Base (herein sometimes
referred to as the "Airport Facility," as is presently described in
the Base Reuse Plan of the Inland Valley Development Agency and as
further depicted on the map of Norton Air Force Base as attached
hereto as Exhibit "A" and incorporated herein by reference, subject
to expansion or reduction by determination of the federal
government upon transfer thereof), is continued as a publicly-
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owned, operated and maintained airport, pursuant to the applicable
federal and state of California laws, under the operational control
of a joint powers authority created by the Parties in this
Agreement; and
WHEREAS, it is the intent and desire of the Parties to
enter into an agreement to establish a public entity, separate and
apart from the Parties hereto, as hereinafter described and set
forth, which entity shall then set about the task of accomplishing
the above described general purpose in a manner most capable of
promoting the greatest public good and welfare; and
WHEREAS, the Parties hereto recognize the immediate
necessity for planning for the scheduled closure of Norton Air
Force Base and the need to determine the manner in which to utilize
the aviation facilities of the Norton Air Force Base, as depicted
on Exhibit "A", after closure to attract business, create jobs and
improve the quality of life for the citizens of the East Valley;
and
WHEREAS, the Inland Valley Development Agency was
previously formed by several of the Parties pursuant to Health and
Safety Code Section 33320.5, to have and exclusively exercise
powers of a redevelopment agency within a previously designated
redevelopment project area in furtherance of the redevelopment
thereof, and the Inland Valley Development Agency shall act as the
redevelopment agency, legislative body and planning commission with
respect to all approvals and actions required in connection with
the adoption of the Redevelopment Plan; provided, however, all land
use, planning and development decisions with regard to the land
within the redevelopment project area shall continue to be under
the control and jurisdiction of each of the respective local
legislative bodies or planning commissions, as applicable; and
WHEREAS, the State Legislature enacted Health and Safety
Code section 33320.5 to assist communities within the County of
San Bernardino in their attempt to preserve the military facilities
and installations for their continued use as airports and aviation
related purposes.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES,
COVENANTS AND CONDITIONS HEREINAFTER CONTAINED, THE PARTIES AND
EACH OF THEM, DO AGREE HEREBY AS FOLLOWS:
section 1.
Purpose.
This Agreement is entered into pursuant to the provisions
of Article 1, Chapter 5, Division 7, Title 1 (commencing with
Section 6500) of the Government Code of the State of California
(herein sometimes referred to as the "Act") relating to the joint
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" '"
exercise of powers common to public agencies (in this case the
Parties to this Agreement, each of which is authorized to contract
with the other pursuant hereto) and is made for the purpose of
enabling the Parties to exercise their powers jointly in a certain
"Project", described as the acquisition, operation, repair,
maintenance and administration of the aviation related portions of
the Norton Air Force Base as a public airport, as depicted on
Exhibit "A", pursuant to applicable federal and state of California
laws. Each of the Parties has the powers necessary to accomplish
this Agreement. The foregoing purposes will be accomplished and
the common powers exercised in the manner hereafter set forth.
section 2.
Authoritv.
A. Creation of the Authority.
Pursuant to the Act, there is hereby created a public
entity, separate and apart from the Parties hereto, to be known as
the "San Bernardino Regional Airport Authority" (hereinafter
referred to as the "Authority"). The debts, liabilities and
obligations of the Authority do not constitute debts, liabilities
or obligations of the Parties.
B. commission of the Authority.
(1) The Authority shall be governed by a Commission
composed of seven (7) individual members, each serving in
their individual capacity as a Member of the Commission. The
Commission shall be called the "San Bernardino Regional
Airport Authority Commission" (hereinafter sometimes referred
to as the "Commission").
(2) The Commission shall consist of two (2) elected
officials from the City of San Bernardino and one (1) elected
official from each of the county of San Bernardino and the
cities of colton, Highland, Loma Linda and Redlands. The
elected officials thus serving on the Commission shall be
called "Members". Each such Member shall be appointed by the
legislative body of each Party to serve as primary
representatives and shall serve at the pleasure of each such
legislative body. Each Party shall similarly designate one
(1) additional elected official of the Party to serve as an
alternate representative for each Member allocated to each
Party as a primary representative for the purpose of attending
commission meetings and to fully participate in such meetings
and to cast votes in place of a primary representative for
such Party. The term "Member" or "Members" shall specifically
include both primary representatives and alternate
representatives appointed in the manner provided in this
section 2.B.; provided that alternative representatives shall
not participate in meetings as a Member or cast votes on any
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't '..
Authority matter except if a primary representative of a
Member is not present or is not otherwise considered as
constituting a quorum.
(3) Members shall hold membership on the Commission
during the term for which they were appointed by their
respective legislative body and until their successors have
been appointed and qualified; provided, however, that Members
may be removed by and at the pleasure of the Party which
appointed them; and provided, however, further that each
Member shall automatically forfeit his or her membership on
the Commission if he or she ceases to be an elected official
of the Party responsible through the legislative body thereof
for appointing such Member.
(4) In case of a vacancy in membership on the
Commission, the same shall be promptly filled by the Party
which appointed the vacating member. The appointing Party
shall, upon making an appointment, forthwith notify the
Secretary of the Commission of such appointment or
appointments.
C. Meetings of the Commission.
(1) Regular Meetings and Special Meetings.
The Commission shall provide for its regular meetings.
The dates upon which and the hour and place at which regular
meetings shall be held shall be fixed by resolution and a copy of
such resolution shall be filed with each of the Parties; provided,
however, the Commission shall hold at least one (1) regular meeting
in each Fiscal Year. Special meetings and adjourned meetings may
be held as required or permitted by law. Meetings shall be held at
such times and places as any of the Parties hereto may reasonably
request depending upon the nature of the business to be conducted.
(2) Ralph M. Brown Act.
All meetings of the Commission, including, without
limi tation, regular, special and adj ourned meetings, shall be
called, noticed, held and conducted in accordance with the
provisions of the Ralph M. Brown Act (commencing with section 54950
of the California Government Code).
(3) Minutes.
The Secretary of the Commission shall cause minutes of
all regular, special and adj ourned meetings to be prepared and
maintained, and shall, as soon as possible after each meeting,
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cause a copy of the minutes to be forwarded to each member of the
Commission and to each of the Parties.
(4) Quorum.
Except under the circumstances provided in Section 11
hereof, a quorum shall be deemed to be constituted at a Commission
meeting for conducting business of the Commission when four (4)
Members are present who under California law are legally able to
participate in such meeting and who represent at least four (4)
Parties. No individual other than a duly appointed Member who has
been appointed as either a primary representative or an alternate
representative may sit on the Commission and be considered for
purposes of determining a quorum, for participating in such
meetings and for the casting of votes. A Member must be present at
a meeting to have the power under this Agreement to cast a vote and
to be considered as present for purposes of determining whether the
requirement for a quorum has been met.
(5) voting.
Except as otherwise provided by law, any action taken by
the Commission shall require the affirmative vote of four (4)
Members present and voting except as provided in section 11 hereof.
No Member, whether a duly appointed primary representative or
alternate representative, shall vote unless present upon the
casting of votes on any matter. In the event such Member is not
present at the time that votes are cast on a matter, such Member
shall be considered as not having voted on such matter.
D. Officers.
(1) President, Vice-President and Secretary.
At the first meeting of the Commission after the
effective date of this Agreement, the Commission shall elect from
the Members a President, a Vice-President and Secretary, and,
thereafter at the first meeting held in July of each succeeding
calendar year commencing in July, 1993, and annually thereafter,
the Commission shall elect or re-elect its President, a Vice-
President and Secretary. In the event that the President, Vice-
President or Secretary so elected resigns from such office or
ceases to be a Member of the Commission, the resulting vacancy
shall be filled at the next regular meeting of the Commission held
after such vacancy occurs. In the absence or inability of the
President to act, the Vice-President shall act as President. The
President, or in his or her absence the Vice-President, shall
preside at and conduct all meetings of the commission. The
Secretary shall be responsible for the minutes and other records of
the Authority and Commission and shall perform such other duties
specified by the commission. The Commission may select an
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Assistant Secretary to assist the Secretary in the performance of
his or her duties, to certify copies of official documents of the
Authority and to perform such other duties specified by the
Commission.
(2) Treasurer.
The Authority shall appoint a Treasurer who shall be:
(1) the treasurer or chief financial officer of one of the Parties;
(2) a certified public accountant; or (3) such other officer or
employee of the Authority as the Commission shall deem qualified to
act as Treasurer of the Authority. The Treasurer shall perform
such duties as are set forth in this Agreement and any other duties
specified by the Commission; provided, however, that the person so
appointed as Treasurer shall not concurrently be appointed and
acting as Auditor.
(3) Auditor.
The Authority shall appoint an Auditor who shall be:
(1) the treasurer, or chief financial officer of one of the
Parties; (2) a certified public accountant; or (3) such other
consultant, officer or employee of the Authority as the Commission
shall deem qualified to act as Auditor of the Authority. The
Auditor shall perform such duties as are set forth in this
Agreement and any other duties specified by the Commission;
provided, however, that the person so appointed as Auditor shall
not concurrently be appointed and acting as Treasurer.
(4) Staff.
The Commission may employ, by contract or otherwise, an
Airport Manager and such staff as may be necessary. Except as
listed below in this paragraph, the Airport Manager shall appoint
and remove all management level officers, subject to the approval
of the Commission. Professional and expert services, including,
wi thout limi tat ion , legal counsel, financing consul tants,
accountants, engineers, architects and other consultants and
advisors, may be contracted for by the Authority.
(5) Rules and By-Laws.
The Commission may adopt, from time to time, such rules
and regulations and by-laws for the election of officers,
appointment of other officials and staff and the conduct of its
meetings and affairs as it may deem necessary provided that all
such rules and regulations are consistent with the provisions of
this Agreement.
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Section 3.
Powers and Duties of the Authoritv.
The Authority shall have the powers common to the Parties
to be exercised to acquire, operate, repair, maintain, improve and
administer the Airport Facility, and in addition thereto, has all
other powers enumerated in the Joint Exercise of Powers Act,
Chapter 5, Division 7, Title 2 of the Government Code of the State
of California (commencing with Section 6500) as the same now exists
or may hereinafter be amended (herein sometimes referred to as the
"Act"). The Authority is authorized to do all acts necessary or
convenient to the exercise of the aforementioned powers, including,
but not limited to, the following: to make and enter into
contracts; to employ agents and employees; to acquire, construct,
manage, maintain or operate any buildings, works or improvements;
to acquire, hold or dispose of property; to incur debts,
liabilities or obligations (both long-term and short-term) pursuant
to the exercise of these powers, which are not debts, liabilities
or obligations of the Parties; and to sue and be sued in its own
name. Said powers shall be exercised in the manner provided in the
Act and, except as expressly set forth herein, subject only to such
restrictions upon the manner of exercising such powers as are
imposed upon the county of San Bernardino in the exercise of
similar powers. The Authority may also issue revenue bonds
pursuant to Article 2, Chapter 5, Division 7, Title 1 of the
Government Code of the State of California, commencing with
section 6540 as the same now exists or may hereafter be amended
(hereinafter referred to as the "Bond Act"), and any applicable
laws of the State of California, whether heretofore or hereafter
enacted or amended, and, without limiting the generality of the
foregoing, the Authority is also authorized to incur other forms of
indebtedness pursuant to section 6547.1 of the Government Code,
which is part of the Bond Act, and any other applicable laws of the
State of California; provided, however, that such revenue bonds or
other forms of indebtedness shall not constitute debts, liabilities
or obligations of the Parties.
The Authority shall, in its sole discretion, establish,
maintain and enforce standards, as they may be amended from time-
to-time, for the operation and maintenance of the Airport (the
"Airport Standards"), as the proprietor of the Airport. It is the
present intent of the Parties subject to further reports, studies
and consideration of other facts and circumstances as may be
conducted by or on behalf of the Authority, that such Airport
Standards should address standards for the hours of operation and
methods for regulating noise levels all as may be necessary to
minimize noise impacts, consistent with the operation of the
Airport Facility in an economically viable manner and in conformity
with the rules and regulations of the Federal Aviation
Administration. The Airport Standards should be adopted and in
effect prior to conveyance of the Airport Facility and prior to the
transfer of the operational control thereof to the Authority;
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provided, however, that the Airport standards shall be established,
in place and effective at such time or times and addressing such
matters as may then be deemed appropriate by the Commission.
Notwithstanding any language to the contrary contained in this
Agreement, the Airport Standards shall be adopted so as to be
consistent with all applicable federal and state laws, rules,
regulations, interpretative opinions and other requirements of
applicable governmental and regulatory bodies, and shall not in-
and-of-themselves act to prevent conveyance of the Airport Facility
or transfer of the operational control thereof to the Authority.
without limiting the generality of the foregoing, it is
intended that the Authority will proceed to do all acts necessary
or desirable to accomplish the purposes of this Agreement. Such
acts may, but need not necessarily (except to the extent required
or prohibited by state or federal law) include all or part of the
fOllowing which may be exercised in whole or in part at the sole
discretion of the Commission:
(a) Negotiating a price and method of acquiring the
Airport Facility and such other property on or outside of
Norton Air Force Base as may be required for aviation purposes
and in furtherance of the operation of the Airport Facility,
and authorizing the execution, and executing any and all
documents necessary or desirable to accept the operational
control of and transfer of the Airport Facility;
(b) Consistent with the requirements of state and
federal laws, conducting any environmental impact studies and
proceedings as are required by CEQA, the State of California
and/or the federal government, making such improvements or
taking such actions as such studies and proceedings may
indicate in the determination of the Commission will mitigate
the adverse effects reflected in such studies, including but
not limited to those mitigation measures referenced in that
certain Settlement Agreement dated by and among
the Parties, the Inland Valley Development Agency and the East
Valley Association;
(c) Granting of franchises, permits and licenses to, and
entering into leases and contracts with, any person, firm or
corporation, or agency of the State of California and/or the
federal government, for the use of the Airport Facility or any
part thereof, for the promotion and accommodation of air
commerce and air navigation, or any use incidental thereto,
together with a right or rights to use said Airport Facility
in common with others as necessary to the right or rights
granted; and likewise to enter into leases with any person,
firm or corporation for purposes other than the promotion and
accommodation of air commerce and air navigation covering any
portion of the Airport Facility whenever the Commission shall
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determine that the use of such portions of the Airport
Facility are not necessary for the promotion and accommodation
of air commerce and air navigation or for uses incidental
thereto;
(d) Subject to the powers of the united states of
America respecting commerce, establishing rules and
regulations governing the use and control of the Airport
Facility, or any of its properties, and the use of airways
approximate thereto incidental to aerial navigation as shall
be set forth in the Airport standards;
(e) Applying for and receiving any available state of
California and/or federal grants, and in connection therewith,
authorizing the execution of applications therefor, and grant
agreements in connection therewith;
(f) Issuing revenue bonds or other obligations and
incurring other forms of indebtedness as provided in this
Agreement, which are not debts, liabilities or obligations of
the Parties although the Authority has no power of taxation;
(g) conducting the necessary studies to determine what
repairs, if any, need be made to the Airport Facility, and
making such repairs in any manner authorized by law;
(h) Conducting any necessary noise studies, and making
such improvements or taking such actions as such studies may
indicate in the determination of the Commission will mitigate
the adverse effects of noise;
(i) Continuing to operate, repair, maintain, improve and
administer the Airport Facility after its acquisition;
(j) Acquiring, constructing, managing, maintaining,
operating or disposing of or donating land, building sites,
buildings, works or improvements, whether to or from pUblic or
private persons or entities and whether on the Airport
Facility or outside Norton Air Force Base if for aviation
purposes and in furtherance of the operation of the Airport
Facili ty , provided, however, that the Authority shall not
exercise the powers of eminent domain to acquire property in
the territorial jurisdiction of one of the Parties without
first obtaining the consent of that party by a four-fifths
(4/5) vote of the Party's legislative body, except in the case
of an exercise of eminent domain required as a result of an
operational or safety mandate by the Federal Aviation
Administration;
(k)
Suing or being sued in its own name;
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(1) Entering into and performing under lawful agreements
with any of the Parties, the state of California, the united
states of America, or any departments or agencies of any of
the foregoing, or any other municipal or public corporation of
any kind or nature whatever;
(m) Making payment from surplus revenues to any of the
Parties, or to public agencies whose boundaries (including in
the case of a redevelopment agency and the Inland Valley
Development Agency, redevelopment project area boundaries)
encompass an area which overlaps the area included in the
Airport Facility. The term "surplus revenues" as above
referred to shall have whatever meaning is provided therefor
in any resolution or trust indenture adopted by the Commission
on behalf of the Authority, and the payments authorized by the
preceding sentence shall be made only to the extent that such
payments are not prohibited by any such resolution or trust
indenture then in effect;
(n) Carrying out and enforcing all the provisions of
this Agreement; and
(0) Carrying out and enforcing all Airport Standards as
deemed appropriate by the Commission.
The listing of the above acts is not intended to indicate
any priority of one act over another. Nor is such listing intended
to be inclusive, and the Commission may authorize other acts to be
done in the accomplishment of the purposes of this Agreement. One
or several acts may take place concurrently or in sequence as the
Commission shall direct.
Title to the Airport Facility shall be acquired by the
Authority directly from the United states Air Force in the event
the Authority determines that such method of transfer would
facili tate acquisition of the Airport Facility. The Parties hereby
agree that the Airport Facility and the real property on which it
is located are within the boundaries of the Authority.
As of the time of the execution of this Agreement it is
not known whether the acquisition, operation, repair, maintenance
and administration of the Airport Facility by the Authority is
feasible; however, some acts of the Authority will be accomplished
in whole or in part prior to the Authority making any decision to
acquire the Airport Facility and to assume the operational
responsibility thereof. Financial negotiations, feasibility,
economic and legal studies and other related studies must all be
undertaken by or on behalf of the Authority so that it can
determine whether to proceed or not. Nothing in this Agreement
should be construed to commit the Authority at this time to any
particular course of action of acquisition or non-acquisition of
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the Airport Facility and assumption of operational responsibility
thereof, other than the investigation by the Authority.
section 4.
Fiscal Year.
For the purposes of this Agreement, the term "Fiscal
year" shall mean the period from July 1 of each year to and
including the following June 30.
section 5.
Assistance to the Authoritv.
The Parties may, except as prohibited by law and this
Agreement, in appropriate circumstances: (i) make contributions
from their treasuries for the purposes set forth herein, (ii) make
payments of public funds to defray the cost of such purposes,
(iii) make advances of public funds for such purposes, such
advances or payments to be repaid, as provided herein, or (iv) use
their personnel, equipment or property in lieu of or in conjunction
with other contributions or advances. Such sums shall be paid to
and disbursed by the Authority, and the method and manner of such
payment, disbursement and repayment shall be as set forth in
separate agreements by and between the Authority and a Party and
approved by official action of the Commission on behalf of the
Authority and by the respective legislative body on behalf of such
Party. The provisions of Government Code section 6513 are hereby
incorporated into this Agreement.
Section 6.
Revenue Bonds.
In order to pay for acquiring, repa1r1ng, improving and
financing the Project referred to in Section 1 hereof, including
all facilities and improvements and any and all expenses incidental
thereto or connected therewith, the Authority may authorize the
issuance of revenue bonds pursuant to the provisions of the Bond
Act, any applicable laws of the State of California, and, without
limiting the generality of the foregoing, the Authority is also
authorized to incur other forms of indebtedness pursuant to Section
6547.1 of the Government Code, which Section is part of the Bond
Act. Such revenue bonds or other forms of indebtedness shall not
constitute debts, liabilities or obligations of the Parties.
All fees and expenses of professional and expert
services, including, without limitation, legal counsel, financing
consul tants, accountants, eng ineers, archi tects and other
consultants and advisors connected with the acquisition, operation,
repair, maintenance, improvement and administration of the Airport
Facility, which have been paid or incurred prior to the issuance of
the revenue bonds or other forms of indebtedness (but after the
effective date of this Agreement) shall be paid, or repaid to the
parties, as the case may be, without any preference being granted
to any Party or Parties, at the earliest feasible time, to the
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extent such payment or repayment is both lawful and deemed to be
financially prudent in the sole discretion of the Commission, from
the proceeds of the revenue bonds, or other forms of indebtedness,
or any other legally available source.
section 7.
Official Bonds.
The Treasurer and the Auditor as the public officers
designated in this Agreement who have charge of, handle or have
access to any monies of the Authority are hereby also designated as
responsible for all other property of the Authority. The Treasurer
and Auditor shall each file an official bond with the Authority in
the amount of not less than Two Hundred Fifty Thousand Dollars
($250,000). Each member of the Commission shall file with the
Authority an official bond in the amount of not less than Ten
Thousand Dollars ($10,000). The Commission may in its discretion
increase the official bond requirements set forth in this section.
All bond premiums shall be paid by the Authority.
section 8.
Accounts and Reports.
There shall be strict accountability of all funds and
reporting of all receipts and disbursements. To the extent not
covered by the duties assigned to any trustee appointed pursuant to
a resolution or trust indenture adopted by the Commission pursuant
to applicable law for the issuance of revenue bonds or other forms
of indebtedness, the Commission shall establish and maintain such
procedures, funds and accounts as may be required by sound
accounting practices or by the provisions of any resolution of the
Authority authorizing the issuance of revenue bonds or other forms
of indebtedness; provided that such procedure shall conform as
nearly as possible to typical and customary procedures for the
county of San Bernardino. The books and records of the Authority
in the hands of the trustee or the Authority shall be available for
inspection at all reasonable times by authorized representatives of
the Parties. The Auditor, with the approval of the Authority,
shall contract with an independent certified public accountant or
firm of certified pUblic accountants to make an annual audit of the
accounts and records of the Authority, and a complete written
report of such audit shall be filed as public records annually,
within six (6) months after the conclusion of the Fiscal Year under
examination, with each of the Parties and with the Auditor-
Controller of San Bernardino County. Such annual audit and written
report shall comply with the requirements of section 6505 of the
Government Code of the State of California. The costs of the
annual audit, including contracts with, or employment of, such
independent certified public accountant or firm of certified public
accountants, in making an audit pursuant to this Agreement shall be
a charge against any unencumbered funds of the Authority available
for such purpose.
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section 9.
Funds.
The Treasurer of the Authority shall have custody of
Authority money and disburse Authority funds pursuant to the
accounting procedures developed in accordance with the provisions
of section 8; provided that the provisions of any resolution of the
Authority authorizing the issuance of revenue bonds or other forms
of indebtedness shall control regarding the custody and
disbursement of the proceeds of any revenue bonds or other forms of
indebtedness issued pursuant thereto or any revenues pledged to the
payment of such bonds or other forms of indebtedness.
Additionally, and to the extent not covered by the duties
assigned to any trustee, the Treasurer of the Authority shall
assume the duties described in California Government Code
section 6505.5, as follows:
(a) Receive and receipt for
and place it in the treasury
Authority;
all money of the Authority
of the Treasurer of the
(b) Be responsible upon his official bond for
safekeeping and disbursement of all Authority money so held;
(c) Pay, when due, from money of the Authority so held,
all sums payable on outstanding bonds, or other forms of
indebtedness, of the Authority;
(d) Pay any other sums due from the Authority, from
Authority money, or any portion thereof, only upon warrants of
the Auditor of the Authority;
(e) Verify and report in writing to the Authority and to
each of the Parties on a'monthly basis the amount of money
then held for the Authority, the amount of receipts since the
prior monthly report and the amount paid out since the prior
monthly report.
Subject to applicable provisions of any trust indenture
or financing agreement, which may provide for a trustee to receive,
have custody of and disburse the Authority funds, the Treasurer of
the Authority shall have the custody of and disburse Authority
funds pursuant to the accounting procedures developed in accordance
with the provisions of section 8 hereof.
The Auditor of the Authority shall draw warrants to pay
demands against the Authority when the demands have been approved
by the Airport Manager of the Authority or any other person
authorized to so approve in accordance with the accounting
provisions developed in accordance with the provisions of section 8
hereof.
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The Authority may invest any money in the treasury that
is not required for immediate necessities of the Authority, as the
Authority determines is advisable, in the same manner and upon the
same conditions as local agencies pursuant to section 53601 of the
Government Code.
section 10.
Interests.
Non-Assiqnabilitv
of
particioatinq
The rights, titles and interests of any Party herein
shall not be assignable or transferable unless such assignment or
transfer is required by law and is not within the control of the
Party making the assignment or transfer.
section 11.
Budqets: Partv Loans.
All Parties shall loan to the Authority any and all of
the necessary annual budgeted expenditures of the Authority. The
principal amount of such Party loans shall bear interest at a rate
agreed upon by and among the Parties and the Authority for each
Fiscal Year which rate of interest shall be applied to all
principal amounts loaned in such Fiscal Year until repaid in full
and shall be repaid proportionately to each Party from legally
available surplus revenues as shall be determined from time-to-time
by the Commission. Each Party shall be responsible for its
respective percentage of all annual expenses of the Authority in an
amount equal to the percentage produced when dividing (i) the
number of Members allocated to a Party under this Agreement, by
(ii) the total number of Members then in the membership under this
Agreement. All such loan funds shall be advanced by each Party on
a monthly basis not later than the first business day of each
calendar month. Any Party that is then in arrears by three (3)
monthly loan advances, shall have the rights of its Member or
Members to vote and participate in commission meetings suspended
until such time as all arrearages are then made current by such
Party in whole, plus interest thereon, and the Authority shall not
accept any partial payments of said amounts. During any period of
time that a Party has not advanced its proportionate share of the
annual expenses on a monthly basis, the other Parties shall each
increase their percentage monthly advances commencing as of the
month in which a default occurs by such Party by an amount equal to
the dollar amount attributable to the defaulting party's previously
calculated percentage in the manner as provided above multiplied by
the percentage produced when dividing (i) the number of Members
allocated to a Party under this Agreement, by (ii) the total number
of non-defaulting Members then in the membership under this
Agreement. Each monthly payment not timely paid by a Party and
received by the Authority by the date set forth above shall bear
interest at a rate equal to one percent (1%) per calendar month (or
such other maximum interest rate as may be permitted by applicable
California law), or any portion thereof, accruing from the date
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that the payment should have been made by such Party until the date
that said Party remits the total balance of monthly payments then
in arrears, plus applicable interest thereon. Upon payment of such
arrearages in whole, plus interest thereon, the Authority shall
distribute proportionately such amounts to the non-defaulting
Parties. Upon any Party accumulating arrears on twelve (12)
monthly loan advances, such party shall be automatically expelled
as a Party to this Agreement without any further action by the
Authority, the Commission or any other Party. Such expelled Party
may be subsequently readmitted as a Party to this Agreement only
upon the approval of the legislative body to each Party that is
then a Party to this Agreement upon such terms and conditions as
the then remaining Parties may impose upon such readmittance.
During any period of time that a Party has been either suspended or
expelled and there exists on the Commission voting Members of
Parties in a number less than the numbers set forth in section 2.5.
hereof, (i) the quorum requirement under section 2.C.(4) shall be
reduced, if applicable, to be a majority of the Parties not
suspended or expelled who are represented by a majority of the
Members then on the commission, and (ii) the voting requirement
under section 2.C.(5) shall be reduced, if applicable, to a lesser
number that continues to be represented by a majority of the
Members then on the Commission. It is anticipated that such
funding by the Parties may continue for an extended period of time
which cannot now be determined both prior to and subsequent to the
time when the Authority accepts the transfer of the Airport
Facility or accepts the operational responsibility therefor. Prior
to the time or times when the Parties adopt their annual budgets,
such funding will be required to be made by the Parties from any
legally available funds that may be allocated for such purpose.
The Airport Manager shall prepare the Authority budget for whatever
period of time is involved and submit it to the Commission for
consideration and approval, and thereafter such Authority approved
budget shall be submitted to the Parties for such action as they
deem appropriate under the circumstances.
The budgeting process required by this section for each
Party to advance funds to the Authority shall be required of the
Authority both prior to and subsequent to accepting the operational
responsibility of the Airport Facility and until such time as the
Authority is able to be financially self-supporting from Airport
Facility derived revenue sources.
section 12.
Term. Amendments. Termination.
(a) This Agreement shall be effective when executed by
all of the Parties designated on the signature pages hereof; may be
amended by unanimous consent of the Parties to include other
municipal corporations or for any other lawful purpose; and shall
continue for so long as necessary to carry out the purposes of any
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agreement with the United states Government or until terminated by
unanimous consent, whichever is later; provided, however, that:
(i) This Agreement cannot be terminated until all
revenue bonds or other forms of indebtedness issued pursuant
hereto, and the interest thereon, shall have been paid or
adequate provision for such payment shall have been made in
accordance with the resolution of the Authority authorizing
the issuance thereof; and
(ii) This Agreement cannot be amended in any manner
to the detriment of the holders of any such revenue bonds or
other forms of indebtedness which are outstanding in
accordance with any resolution of the Authority authorizing
the issuance thereof; and
(iii) No termination or amendment shall adversely
affect the operation, repair, maintenance, improvement or
administration of the Airport Facility; and
(i v) No termination or amendment shall be made which
is contrary to the language, spirit or intent of any contract
and/or grant agreement entered into by the Authority with the
united states of America, or any agreement entered into by the
Authority with the state of California, or any department,
administration or agency of either.
(b) In the event the Authority for any reason
whatsoever, (i) is or becomes unable to, or (ii) cannot legally or
for any other reason, or (iii) the federal government or any agency
thereof denies the Authority the right to, accept the transfer of
the Airport Facility or assume the operational control and
responsibility thereof by a date that becomes required for such
transfer or assumption of the Airport Facility, then the County of
San Bernardino may assume such operational control and
responsibility and transfer of the Airport Facility. Upon the
County of San Bernardino or any other governmental body accepting
the transfer of the operational control of the Airport Facility and
accepting conveyance of the Airport Facility, then under such
circumstances the Authority and this Agreement shall be deemed to
be terminated and the Parties shall take all necessary actions to
evidence such termination.
(c) If this Agreement is terminated, as provided in this
section 12, any property acquired as a result of the joint exercise
of powers or the net sale proceeds (as used herein, "net sale
proceeds" shall be those moneys or assets that remain after all
indebtedness, loans and bonds, together with interest thereon,
payable by the Authority, have been paid in full or provision for
the payment thereof has been made and all moneys, to the extent
applicable, have been disposed in such manner as may be required
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pursuant to federal and state laws, rules and regulations then in
effect) available upon a sale of any or all assets of the Authority
shall be distributed or transferred in such manner as may be
determined by the Commission, and upon no action being taken to the
contrary with regard to the disposition of property acquired and
net sale proceeds, any and all such property acquired and net sale
proceeds shall be transferred to the Inland Valley Development
Agency. After completion of the purposes of this Agreement, and
upon termination thereof, title to and possession of all real
property interests in the Airport Facility and improvements thereon
then owned by the Authority shall be disposed in such manner as may
be determined by the then Members of the Commission or as may be
required by law or agreement to which the Authority is a party, and
in the event no action is or can be taken by the Commission such
title and possession shall revert to the Inland Valley Development
Agency. Any surplus moneys on deposit with the Treasurer if not
required to support the Airport Facility shall be transferred to
the Inland Valley Development Agency unless otherwise directed by
the then members of the Commission or unless otherwise required by
law or agreement to which the Authority is a party.
section 13.
Notices.
Notice hereunder shall be sufficient if delivered to the
Secretary of the Authority or to the City Clerk or Clerk of the
Board of Supervisors, as appropriate, of each of the Parties.
section 14.
Miscellaneous.
The section headings herein are for convenience only and
are not to be construed as modifying or governing the language in
the section referred to. Whenever in this Agreement any consent or
approval is required, the same shall not be unreasonably withheld.
This Agreement is made in the State of California under the
Constitution and laws of such State and is to be so construed.
section 15.
Successors.
This Agreement shall be binding upon and shall inure to
the benefit of the successors of the Parties hereto.
section 16.
Severabilitv.
Should any part, term or provision of this Agreement be
decided by the courts to be illegal or in conflict with any law of
the United States of America or the State of California, or
otherwise be rendered unenforceable or ineffectual, the validity of
the remaining portions or provisions shall not be affected thereby.
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. .
section 17.
Debts and Liabilities.
The debts and liabilities of the Authority shall be those
of the Authority and not of the Parties. The Authority shall save,
keep, defend, indemnify and hold harmless all Parties, their
officers and agents against and from all claims and liability for
damage to property or personal injury received by reason of or in
the course of development, construction, improvements or
operations, whether aviation or otherwise authorized and approved
by the Authority pursuant to its powers as stated in this
Agreement, which may be occasioned by an act or omission on the
part of the Authority, its agents or employees.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed and attested by their proper officers
thereunto duly authorized, their official seals to be hereto
affixed, as of the date first above written.
COUNTY OF SAN BERNARDINO
By:
Title:
Dated:
(SEAL)
ATTEST:
Clerk of the Board of
Supervisors
Approved as to Form:
County Counsel
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CITY OF COLTON, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
City Attorney
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CITY OF HIGHLAND, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
city Attorney
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CITY OF LOMA LINDA, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
city Attorney
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, ..
.
CITY OF REDLANDS, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
Attorney for Redlands
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City of S Bdno Res. 92-161 adopted 5/4/92
CITY OF SAN BERNARDINO, CALIFORNIA
By:
Title:
Dated:
(SEAL)
ATTEST:
city Clerk
Approved as to Form:
AJ&2
. ~
~l.ty Attorney
~
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. '
. .
. .
City of S Bdno Res. 92-161 adopted 5/4/92
CITY OF SAN BERNARDINO,
Dated: 5/6/92
(SEAL)
ATTEST:
fi~~
Approved as to Form:
AJI(12
. '"
';:1ty Attorney
/
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