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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From:
Mayor Tom Minor
Subject:
RESOLUTION APPROVING LOAN AGREEMENT WITH
SBIAA AND ACKNOWLEDGING CERTAIN
OBLIGATIONS PURSUANT TO JOINT POWERS
AGREEMENT ESTABLISHING THE SAN
BERNARDINO INTERNATIONAL AIRPORT
AUTHORITY
Dept:
Mayor's Office
Date:
October 3. 1996
ORIGINAL
Synopsis of Previous Council action:
Recommended motion:
ADOPT RESOLUTION
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Tofu Minor, Mayor Signature
Contact person:
Mayor Tom Minor
Phone:
(909) J~/,-5' 3J
Citywide
Supporting data attached:
Ward:
FUNDING REQUIREMENTS:
Amount:
See attached report
Source: (Acct. No.)
(Acct. DescriPtion)
Finance:
TABLED
Council Notes:,
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Agenda Item No. :.3/ .
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STAFF REPORT
The Mayor and Common Council previously approved a guaranty of the proposed
indebtedness of the San Bernardino International Airport Authority ("SBIAA") in an amount not to
exceed $2,000,000 representing the amount allocable to the City of San Bernardino. Actions were
also taken by the Community Development Commission on September 11, 1996, to allow the
Economic Development Agency ("EDA") to pay from tax increment revenues any amounts that may
need to be paid by the City of San Bernardino under the guaranties as approved by the City.
The SBIAA had initiated a 1inancing plan to issue $3,000,000 of short-term Notes
that would have become due and payable on June 30, 1997, which Notes would have been secured
by the (i) guaranties of each member of the SBIAA equal to the percentage allocable to each member
based upon the six (6) Board member voting structure, and (ii) the guaranty agreement with the Note
Trustee to be executed by the County and the City of San Bernardino whereby the County would
have agreed to "unconditionally advance $1,000,000 and the City of San Bernardino $2,000,000.
Buch payments from the county and the City ofoSan Bernardino would have been required only in
the event all or any of the other members of the SBIAA failed to remit the necessary payments on
or before June 30, 1997, and no other refinancing source was then available to pay off this short-term
indebtedness of the SBIAA.
On September 25,1996, the SBIAA agreed to invoke the provisions of the Section
11 of the Joint Powers Agreement establishing the SBIAA which requires each member to pay their
proportionate share of the expenses of the SBIAA. Failure of any member to either (i) remit the
necessary cash as a loan, (ii) enter into a loan agreement with the SBIAA, or (iii) adopt a guaranty
resolution acceptable to the SBIAA, would commence the provisions for termination of participation
in the SBIAA after three (3) months of inaction by any such member and eventual termination of
their membership in the SBIAA after twelve (12) months for any such default.
The proposed loan amounts from the County and the City of San Bernardino, together
with the available funds of the SBIAA of approximately $250,000 and the estimated Airport
revenues and lease payments of $50,000 per month, should be adequate to operate the SBIAA for
the current fiscal year and to provide for the payment ofthe following: (i) anticipated operating
deficits of $1,100,000 for the current fiscal year, (ii) repayments of amounts owed to the County, the
City of San Bernardino and the IVDA, (iii) local matching funds for the $4,500,000 FAA grant as
recently received, and (iv) local matching funds for the Airport terminal road and parking lot
improvements that are nearing completion.
The County has previously advanced payroll expenses of the SBIAA in an amount
equal to $180,000 which amount was to have been reimbursed immediately after each payroll
advance to the SBIAA employees. The City of San Bernardino will be owed approximately
$188,000 upon the City submitting the final invoices for reimbursements to the federal Economic
Development Administration for the terminal road and parking lot project. These federal grant funds
will reimburse the City for 75% of the project costs with the remaining 25% reimbursement to be
paid by the SBIAA.
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On October 1, 1996, the County of San Bernardino approved a loan to the SBIAA in
an amount not to exceed $1,000,000. It is the recommendation that the City of San Bernardino
approve a similar loan to the SBIAA in an amount not to exceed $2,000,000. The combined loans
from the County and the City in the aggregate amount of $3,000,000 would be an alternative to the
funding arrangement that was previously approved by the City on September 16, 1996. The previous
City approval was for a unconditional10an guaranty not to exceed the $2,000,000 amount with the
assumption that the SBIAA would have issued a short term note equal to the $3,000,000 amount
supported by the guaranties from the City and the County.
In an effort to expedite the funding process for the SBIAA, a loan agreement will be
executed among the five member jurisdictions and the SBIAA whereby the County and City loan
amounts will be drawn on an as needed basis as moneys are necessary for the operation and capital
improvements of the SBIAA. The cities of Colton, HigWand and Loma Linda will also execute the
loan agreement and will commit to loan their proportionate share of the $3,000,000 in an aggregate
amount not to exceed $1,500,000 if other funding sources are not available to the SBIAA by June
30,1997. It is anticipated that the SBIAA will be able to refinance the entire indebtedness prior to
the conclusion of the 1996-97 fiscal year. In the event that such refinancing is not available, then
the cities of Colton, Highland and Loma Linda would be obligated on June 30, 1997 to advance their
loan amount which would have the effect of paying down the County and City loan amounts to not
in excess of $500,000 for the County and not in excess of$I,OOO,OOO for the City.
The Commission had previously approved a funding arrangement with the City to
authorize the EDA to fund any amount that may have been required to be advanced by the City
pursuant to the previously proposed loan and guaranty arrangement. It is recommended that the
previous Resolution of the Commission not be changed or modified at this time and that the EDA
should fund the City loan draws as requested by the SBIAA. The EDA will access funds that are
available under the Wells Fargo Bank line of credit which would currently accrue interest at a rate
of Prime less .625% (presently, 8.25% minus .625% equals 7.625%) and the City loan to the SBIAA
will earn interest at the LAIF rate plus 2% which combined rate is currently equal to 7.566%. EDA
staff is presently considering the possibility of issuing additional bonds by the Comission at a tax-
exempt rate for other projects. Use of the available bond proceeds from this additional issuance of
bonds will enable the City and the EDA to lower the interest cost for this loan to the SBIAA even
when considering the bond issuance costs. The City will thus be able to initially finance this SBIAA
loan with an interim borrowing through the Wells Fargo Bank line of credit and then substitute the
funding source with the interim use of the tax-exempt bond proceeds.
Based upon the foregoing, staff recommends adoption of the form resolution.
SBINOOOIIDOC/243tjs
10/3/96 I 100 ct
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING A CERTAIN LOAN
AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL
AIRPORT AUTHORITY AND MEMBERS OF SAID 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
WHEREAS, the City of San Bernardino (the "City")
together with the County of San Bernardino and the Cities of
Colton, Lorna Linda and Highland (collectively, the "Members")
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
20 City Council of the City of Redlands has determined to
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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
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WHEREAS, the SBIAA requires additional funds at this
time for the purposes of: (i) undertaking public improvement
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 SBIAA; 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 SBIAA as may be assessed by the
SBIAA to the respective Members; and
WHEREAS, it has become necessary for the SBIAA to
obtain funds by obtaining a loan from the Members by way of a
Loan Agreement for the funding of the ongoing capital improvement
budget and the operating deficits of the SBIAA for the 1996-97
fiscal year of the SBIAA for which the financial commitments of
all the Members to extend loans to the SBIAA will be required;
and
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WHEREAS, the City has been requested by the SBIAA to
adopt this Resolution pursuant to the provisions of Section 11 of
the JPA Agreement and to thereby commit to the extension of the
San Bernardino Loan, as defined in the Loan Agreement; and
WHEREAS, the City of San Bernardino currently has two
(2) of the six (6) votes on the Board of the SBIAA since the date
of the voluntary resignation by the City of Redlands from the
voting membership of the SBIAA, and each of the other Members of
the SBIAA, including the County of San Bernardino and the Cities
of Colton, Highland and Lorna Linda shall each have one (1) of the
total of six (6) votes on the Board of the SBIAA.
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 execution
by the City of the Loan Agreement substantially in the form as
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attached hereto, whereby the SBIAA will incur indebtedness 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 loan
to the SBIAA, under the terms of the Loan Agreement, a portion of
the principal amount to be borrowed by the SBIAA in an amount not
to exceed $2,000,000, to be drawn as needed by the SBIAA and in
accordance with the terms of the Loan Agreement, concurrently
with draws from the County Loan as defined in the Loan Agreement,
with two-thirds of each draw to be funded by the City and one-
third by the County.
The City agrees that in the event the City should fail
to extend the required loan amounts to the SBIAA as required by
the Loan Agreement on or before June 30, 1997, representing a
proportionate amount of the SBIAA financing attributable to the
City, this Resolution shall constitute an amendment to the JPA
Agreement establishing the SBIAA as referenced in the recitals
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hereof and shall have the effect of automatically expelling the
City from the membership of the SBIAA as of June 30, 1997,
without any further action being required by either the City or
any other member jurisdiction of the SBIAA. The City agrees and
represents to the Members that in the event of such automatic
expulsion from the membership of the SBIAA, the City shall
execute such documents as may reasonably be requested by any
trustee or lender in connection with any subsequent financing or
by the SBIAA to evidence such expulsion from the membership of
the SBIAA, 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 SBIAA as of June 30, 1997, the City
acknowledges and agrees that the City shall remain liable to the
SBIAA and its remaining Members for a principal amount not to
exceed $1,000,000, plus accrued and unpaid interest with respect
to the principal amount thereof.
Section 4.
The City agrees that in the event one or
more current Members of the SBIAA should fail to extend the
required loan amounts applicable to said Member or Members as
provided in the Loan Agreement, that portion allocable to any
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such defaulting Member or Members of the SBIAA may be assumed by
the City, but the City shall not be required to so assume nor
will the City be compelled to assume such allocable portion
attributable to a defaulting Member or Members. Such allocable
portion of obligated Member or Members may be assumed either in
whole or in cooperation with one (1) or more nondefaulting Member
or Members. Under such voluntary assumption by the City of the
allocable portions of a defaulting Member or Members the amount
of the loan to the SBIAA for which the City shall be responsible
will be increased by a proportionate amount as required to
reallocate the delinquent amounts not loaned by a defaulting
Member or defaulting Members. The City further acknowledges and
agrees that in the event all other Members should default in
their respective obligations to pay all amounts when due, either
pursuant to the terms of the Loan Agreement or with respect to
the other debts, obligations and administrative and operating
expenses of the SBIAA, the City may assume, but shall not be
required to assume nor will the City be compelled to assume,
either separately or in cooperation with one (1) or more
nondefaulting Member or Members, the total principal amount of
the loan obligation, 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
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adoption of this Resolution or at a latter date if payment is
required pursuant to the JPA Agreement.
Section 5.
The findings and determinations herein
shall be final and conclusive.
This Resolution shall be
effective from and after the date of its adoption and shall be
non-repealable prior to the time the City has advanced to the
SBIAA all of the principal which it is obligated to loan under
the term of the Loan Agreement.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING A CERTAIN LOAN AGREEMENT WITH THE SAN
BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND MEMBERS OF SAID
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 6.
The findings and determinations herein
shall be final and conclusive. This Resolution shall take effect
upon the date of its adoption.
I HEREBY CERTIFY that the foregoing Resolution was duly
adopted by the Mayor and Common Council of the City of
San Bernardino at a
meeting
day of
thereof, held on the
1996, by the following vote, to wit:
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ABSTAIN
ABSENT
Council Members:
NEGRETE
CURLIN
ARIAS
OBERHELMAN
DEVLIN
ANDERSON
MILLER
The foregoing
day of
resolution is
, 1996.
City Clerk
hereby approved this
Mayor of the City of
San Bernardino
Approved as to form and legal content:
City Attorney
By:
SBIA\OOOl\DOC\241
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SBIA\0001\DOC\24o
10\3 \96 8: 40 as
LOAN AGREEMENT
THIS LOAN AGREEMENT is made and entered into as of
1996, by and among the SAN BERNARDINO
INTERNATIONAL AIRPORT AUTHORITY, a joint powers authority organized
and existing under the laws of the State of California (the
"Authority"), THE COUNTY OF SAN BERNARDINO (the "County"), THE CITY
OF SAN BERNARDINO ("San Bernardino"), THE CITY OF HIGHLAND
("Highland"), THE CITY OF COLTON ("Colton") and THE CITY OF LOMA
LINDA ("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 is a joint powers authority, duly
established and authorized to transact business and exercise powers
under and pursuant to a Joint Exercise of Powers Agreement, as
amended (the "Joint Powers Agreement") by and among the County,
San Bernardino, Highland, Colton, Lorna Linda and the City of
Redlands ("Redlands"); and
WHEREAS, Redlands has voluntarily withdrawn as a member
of the Authority; and
WHEREAS, the Authority was established for the purposes
of acquiring, operating, repairing, maintaining and administrating
the aviation portions of the former Norton Air Force Base, now
known as the San Bernardino International Airport (the "Airport");
and
WHEREAS, the Authority has the powers set forth in the
Joint Powers Agreement and as provided in the Joint Powers Act,
Chapter 5, Division 7, Title 2 of the Government Code of the State
of California; and
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WHEREAS, the Authority desires to borrow money for the
purpose of paying certain operating costs and other expenses of the
Authority; and
WHEREAS, the Lenders individually possess the legal
ability and authority to loan funds to the Authority for the
purposes specified above (the "Loans") and desire to do so; and
WHEREAS, in order to establish and declare the terms and
conditions upon which the Loans are to be made, the Authority and
the Lenders desire to enter into this Loan Agreement; and
WHEREAS, all acts and proceedings required by law
necessary to make this Loan Agreement, when executed by the
Authority and the Lenders, the valid, binding and legal obligation
of the Authority and each of the Lenders, and to constitute this
Loan Agreement as a valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms, have been
done and taken, and the execution and delivery of this Loan
Agreement have been in all respects duly authorized by the
respective parties.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto do hereby
agree as follows:
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ARTICLE I
Definitions
Section 1.01. Definitions. Unless the context clearly
otherwise requires or unless otherwise defined herein, the
capitalized terms in this Loan Agreement shall have the respective
meanings as defined in this Section 1.01, for all purposes of this
Loan Agreement.
"Certificate of the Authority" means a certificate in
writing signed by the President, vice President, Airport Director,
Treasurer or Secretary of the Authority or by any other officer of
the Authority duly authorized by the Authority in writing for that
purpose.
"LAIF" means the Local Agency Investment Fund.
"Loan Agreement" means this Loan Agreement by and among
the Authority and the Lenders, as originally entered into or as
amended or supplemented pursuant to the provisions hereof.
"Request of the Authority" means a request in writing
signed by the President, Vice-President, Airport Director,
Treasurer or Secretary of the Authority or by any other officer of
the Authority duly authorized by the Authority for that purpose.
Section 1.02. Rules of Construction. All references
herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Loan
Agreement, and the words "herein," "hereof," "hereunder" and other
words of similar import refer to this Loan Agreement as a whole and
not to any particular Article, Section or subdivision hereof.
ARTICLE II
Agreements to Extend Loans
Section 2.01. Count v Loan. The County hereby agrees
to loan the Authority (the "County Loan") a sum not to exceed One
Million Dollars ($1,000,000). The County Loan will be made on the
terms set forth in Section 2.06 hereof.
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Section 2.02. San Bernardino Loan. San Bernardino
hereby agrees to loan the Authority (the "San Bernardino Loan") a
sum not to exceed Two Million Dollars ($2,000,000). The San
Bernardino Loan will be made on the terms set forth in Section 2.06
hereof.
Section 2.03. Hiahland Loan. Highland hereby agrees
to loan the Authority a sum not to exceed Five.Hundred Thousand
Dollars ($500,000), which loan (the "Highland Loan") will be made
on the terms set forth in Section 2.07 hereof.
Section 2.04. Colton Loan. Colton hereby agrees to
loan the Authority a sum not to exceed Five Hundred Thousand
Dollars ($500,000), which loan (the "Colton Loan") will be made on
the terms set forth in Section 2.07 hereof.
Section 2.05. Lorna Linda Loan. Lorna
agrees to loan the Authority a s~m not to exceed
Thousand Dollars ($500,000), which loan (the "Lorna
will be made on the terms set forth in Section 2.07
Linda hereby
Five Hundred
Linda Loan")
hereof.
Section 2.06. Terms ADDlicable to
Bernardino Loans. The terms on which the County
Bernardino Loan will be made are as follows:
Countv and San
Loan and the San
a. The Authority may draw upon the County Loan and
the San Bernardino Loan from time to time in such principal amounts
as requested in a Request of the Authority, so long as the total
principal drawn under the County Loan does not exceed $1,000,000,
and the total principal drawn under the San Bernardino Loan does
not exceed $2,000,000, providing that, at each time the Authority
seeks to draw upon said loans, the Authority has available to it
cash on hand (exclusive of the Highland, Colton and Lorna Linda
Loans) in an amount equal to or less than One Hundred Thousand
Dollars ($100,000).
b. Any draws under this Section 2.06 will be made
by way of a Request of the Authority specifying the amount of the
draw requested, and shall be accompanied by a Certificate of the
Authority certifying that the Authority, as of the date of the
Certificate, has available to it funds in an amount equal to or
less than $100,000. The Authority shall not make more than two (2)
draws under this Section 2.06 in any calendar month. Each Request
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of the Authority under this Section 2.06 shall be made concurrently
to the County and San Bernardino, and shall request one-third of
the sums specified in said Request of the Authority from the County
and two-thirds from San Bernardino. The County and San Bernardino
will each have three (3) business days after the receipt by it of
a Request of the Authority seeking each draw, together with the
required Certificate of the Authority, within which to pay to the
Authority the amount of the draw requested from it.
c. The principal amount of said loans will bear
simple annual interest at the rate of two (2) points over the LAIF
rate in effect at the time each principal amount is received by the
Authority, with said rate being adjusted from time to time as the
LAIF rate changes so as to always be two (2) points over the LAIF
rate, with interest accruing on all unpaid principal from the date
said principal is received by the Authority until all of said
principal is paid in full.
d. Except as provided in subsection e. below, all
of the principal of the loans made under this Section 2.06,
together with all accrued interest thereon, shall be paid in full
in a single payment due on or before June 30, 1997.
e. In the event the loans provided for in Section
2.07 hereof are required to be made to the Authority on June 30,
1997, the County Loan shall thereupon be repaid from the proceeds
of such loans on a proportionate basis by an amount to produce a
principal balance not in excess of $500,000, and the San Bernardino
Loan shall be repaid by an amount to produce a principal balance
not in excess of $1,000,000. The then outstanding principal
balances of the County Loan and the San Bernardino Loan shall be
repaid, together with interest thereon, when and to the extent
financially possible from the available revenues and other funding
sources of the Authority.
Lorna
Loan
Section 2.07.
Linda Loans. The
and Lorna Linda Loan
Terms Apolicable to Hicrhland. Colton and
terms on which the Highland Loan, Colton
will be made are as follows:
a. Said loans will be made only upon service on
Highland, Colton and Lorna Linda of a Request of the Authority,
specifying the total amount of the loan requested by the Authority
(the "Total Loan Request"). The Authority may serve more than one
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Request of the Authority but the total principal amount sought from
Highland, Colton and Lorna Linda, from all of the Requests of the
Authority may not exceed the sum of One Million Five Hundred
Thousand Dollars ($1,500,000). Any Request of the Authority under
this Section 2.07 must be made to Highland, Colton and Lorna Linda
concurrently, and must request from each city one-third of the
total principal amount indicated in said Request of the Authority.
No Request of the Authority under this Section 2.07 may be served
prior to June 30, 1997.
b. Any principal advanced by Highland, Colton and
Lorna Linda under the provisions of this Section 2.07 will bear
simple annual interest at the rate of two (2) points over the LAIF
rate in effect on the date which said principal is received by the
Authority, with said rate being adjusted from time to time as the
LAIF rate changes so as to always be two (2) points over the LAIF
rate, with interest accruing on all unpaid principal from the date
on which any portion of the principal under this Section 2.07 is
received by the Authority until all of said principal has been paid
in full.
c. The Authority shall repay the principal and
interest of the loans made under this Section 2.07 when and to the
extent financially possible from the available revenues and other
funding sources of the Authority.
Section 2.08. Subordination of IVDA Loans. The
Authority represents that it will consider the Loans made by the
Lenders under the provisions of this Loan Agreement to be superior
to the various loans previously extended to it by the Inland Valley
Development Agency (the "IVDA") pursuant to written loan
agreements, as amended, and that it will consider said IVDA loans
to be subordinate to the Loans made hereunder.
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ARTICLE III
Default provisions
Section 3.01. Default As to Highland Loan. Colton Loan
or Lorna Linda Loan. In the event that Highland, Colton or Lorna
Linda fail or refuse to make the loans provided for in this Loan
Agreement as and when called for herein on June 30, 1997, then the
city or cities so failing shall be in default of this Loan
Agreement, providing only that the defaulting city or cities first
receive written notice, given in accordance with Section 4.09
hereof, specifying the nature of the default. If a default is
established under the provisions of this Section 3.01, the
defaulting city or cities shall be immediately terminated from
membership and participation in the Authority upon receipt of such
notice of default and otherwise as provided in Section 11 of the
Joint Powers Agreement, as applicable. Any such defaulting city or
cities shall continue to remain liable hereunder to remit to the
Authority the full principal amount of their respective loans
pursuant to this Loan Agreement.
Section 3.02. Default As to Count v Loan or San
Bernardino Loan. In the event that the County or San Bernardino
has advanced principal amounts totaling less than $500,000 in the
case of the County or $1,000,000 in the case of San Bernardino, on
or before June 30, 1997, then the County or San Bernardino, as
applicable, shall be in default of this Loan Agreement, providing
only that it first receive written notice, given in accordance with
Section 4.09 hereof, specifying the nature of the default. If a
default is established under the provisions of this Section 3.02,
the defaulting party shall be immediately terminated from the
membership and participation in the Authority upon receipt of such
notice of default and otherwise as provided in Section 11 of the
Joint Powers Agreement, as applicable. The defaulting party shall
continue to remain liable hereunder to remit to the Authority a
principal amount not to exceed $500,000 in the case of the County,
or $1,000,000 in the case of San Bernardino. The County or San
Bernardino will not be considered in default of this Loan Agreement
for any refusal or failure to extend loan draws if it has
previously extended such draws in a principal amount of not less
than $500,000 in the case of the County, or $1,000,000 in the case
of San Bernardino.
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ARTICLE IV
Miscellaneous Provisions
Section 4.01. Ootional Preoavrnent. The Authority has
the right to prepay any portion of the various loans made under the
provisions of this Loan Agreement without penalty at any time and
from time to time on a proportionate basis to the Lenders in
proportion to the principal amount of the advances then outstanding
with respect to each Lender. Any payments made by the Authority
shall be credited first to unpaid interest in proportion to the
interest then owed to each Lender, and then to unpaid principal in
proportion to the principal then owed to each Lender.
Section 4.02. Books and Accounts: Financial Statement.
The Authority will keep, or cause to be kept, proper books of
record and accounts, in which complete and correct entries shall be
made of all transactions relating to the loans made under this Loan
Agreement. Such books of record and accounts shall at all times
during business hours be subject, upon prior written request, to
the reasonable inspection of the Lenders or their representatives
authorized in writing.
Section 4.03. Further Assurances. The Authority and the
Lenders, and each of them, will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as
may be reasonably necessary or proper to carry out the intention or
to facilitate the performance of this Loan Agreement.
Section 4.04. Benefits Limited to Parties. Nothing in
this Loan Agreement, expressed or implied, is intended to give to
any person other than the Authority and the Lenders, any right,
remedy or claim under or by reason of this Loan Agreement.
Section 4.05. No Aareement.
this Loan Agreement may assign or transfer
created by this Loan Agreement without the
of all of the other parties.
None of the parties to
any right or obligation
express written consent
Section 4.06. Amendment.
amended by the parties hereto but
approval of all parties hereto,
governing body of each party.
This
only in
and the
Loan Agreement may be
writing and with the
authorization of the
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Section 4.07. Waiver of Personal Liability. No member,
officer, agent or employee of the Authority or the Lenders shall be
individually or personally liable for the payment of the principal
of or interest provided for in this Loan Agreement, but nothing
herein contained shall relieve any such member, officer, agent or
employee from the performance of any official duty provided by law.
Section 4.08. Pavrnent on Business Davs. Whenever in
this Loan Agreement any amount is required to be paid on a day
which is not a business day, such payment shall be required to be
made on the business day immediately following such day.
Section 4.09. Notices. All written notices to be
given under this Loan Agreement shall be given by first class mail
or personal delivery to the party entitled thereto at its address
set forth below, or at such address as the party may provide to the
other party in writing from time to time. Notice shall be effective
48 hours after deposit in the United States mail, postage prepaid
or, or in the case of personal delivery to any person, upon actual
receipt at the address set forth below:
If to the Authority:
San Bernardino International
Airport Authority
294 S. Leland Norton Way
San Bernardino, CA 92408
Attn: Airport Director
If to the County:
County of San Bernardino
385 North Arrowhead Avenue
San Bernardino, CA 92415
Attn: County Administrative Officer
If to the City of
San Bernardino:
City of San Bernardino
300 North "D" Street, Sixth Floor
San Bernardino, CA 92418
Attn: City Administrator
If to the
City of Colton:
City of Colton
650 North La Cadena Drive
Colton, CA 92324
Attn: City Manager
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If to the
City of Highland:
City of Highland
26985 Base Line
Highland, Ca 92346
Attn: City Manager
If to the
City of Lorna Linda:
City of Lorna Linda
25541 Barton Road
Lorna Linda, CA 92354
Attn: City Manager
Section 4.10. Partial Invalidity. If any Section,
paragraph, sentence, clause or phrase of this Loan Agreement shall
for any reason be held illegal, invalid or unenforceable, such
holding shall not affect the validity of the remaining portions of
this Loan Agreement.
Section 4.11. Governina Law.
shall be construed and governed in accordance
State of California.
This Loan Agreement
with the laws of the
Section 4.12.
be executed in one or
constitute an original.
Counter~arts. This Loan Agreement may
more counterparts, each of which shall
Section 4.13. paritv of Loans. Each loan made by the
Lenders under this Loan Agreement shall be deemed to have equal
dignity and priority with the other loans made hereunder, and no
Loan, plus interest thereon, made by any Lender shall have any
priority or superior payment position over any other Loan made by
the other Lenders pursuant to this Loan Agreement, except as may
result from Section 2.06.e. In the event the Loans required by the
provisions of this Loan Agreement to be repaid on or before June
30, 1997, are not so paid, and the additional Loans pursuant to the
provisions of Section 2.07 are required to be made to the
Authority, then commencing on July 1, 1997, and thereafter the
provisions of Section 11 of the Joint Powers Agreement shall
determine the principal amounts required to be loaned by the
Lenders to the Authority for the continued funding of the
operations and capital requirements of the Authority.
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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 Loan Agreement to be signed by their
respective officers, all as of the day and year first above
written.
SAN BERNARDINO INTERNATIONAL
AIRPORT AUTHORITY
By:
Name:
Title:
ATTEST:
By:
Secretary
APPROVED AS TO FORM:
By:
Authority Counsel
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COUNTY OF SAN BERNARDINO
By:
Name:
Title:
ATTEST:
By:
APPROVED AS TO FORM:
By:
County Counsel
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CITY OF SAN BERNARDINO
By:
Name:
Title:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
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CITY OF HIGHLAND
By:
Name:
Title:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
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CITY OF COLTON
By:
Name:
Title:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
- 15 -
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
CITY OF LOMA LINDA
By:
Name:
Title:
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