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HomeMy WebLinkAbout09.O- Public Works RESOLUTION(ID#2329) DOC ID: 2329 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Land Acquisition From: Robert Eisenbeisz M/CC Meeting Date: 03/18/2013 Prepared by: Ryan Sandoval, (909) 384-5140 Dept: Public Works Ward(s): I &3 Subject: Resolution of the Mayor and Common Council of the City of San Bernardino California, Consenting to the San Bernardino International Airport Authority Right of Way Acquisition Procedures to be Undertaken Pursuant to the San Bernardino International Airport Authority Joint Powers Agreement. Current Business Registration Certificate: Not Applicable Financial Impact: None. Motion: Adopt the Resolution. Synopsis of Previous Council Action: 05/06/1992 - Resolution No. 92-161 was adopted, approving a certain members' settlement agreement and a certain Joint Exercise of Powers Agreement creating an agency to be Known as the San Bernardino Regional Airport Authority. Backeround• On March 13, 2013, a request was received from San Bernardino International Airport Authority (SBIAA) to consent to the right of way acquisition procedures to be undertaken pursuant to the SBIAA Joint Powers Agreement (JPA). In order to complete the necessary acquisitions for the Mt. View Phase II and the 3rd& 5th Street projects, certain powers of eminent domain may need to be employed. Due to the continued efforts to codify the status of the Inland Valley Development Agency (IVDA) with respect to its base reuse and redevelopment powers in light of potential ABX I 26 and AB 1484 implications, staff explored the possibility of SBIAA assuming such responsibilities for the Mt. View Phase II and the 3rd& 5th Street projects. Upon further review, SBIAA legal counsel determined the following: Section 3 of the JPA grants SBIAA the powers common to the public agencies (i.e. cities and a county) which specifically includes the power to acquire property under Section 3 in general. Section 3(a) of the JPA specifically grants SBIAA the power to acquire "...other property on or outside of the Norton Air Force Base as may be required for aviation purposes in furtherance of the operation of the Airport Facility." i Section 30) of the JPA further contains an express grant of power to SBIAA to acquire property O "whether on the Airport Facility or outside of Norton Air Force Base if for aviation purposes and in furtherance of the operation of the Airport Facility"; however, SBIAA's use of eminent Updated: 3/14/2013 by Olivia Wolff 2329 © domain powers within the territorial jurisdiction of one of the parties to the JPA requires a 4/5th vote of that Party's legislative body. Therefore, it requires a 4/5th vote of the San Bernardino City Council consenting to SBIAA's exercise of the power of eminent domain to take rights-of- way along Mt. View Avenue and 3rd& 5th Streets within the City of San Bernardino. The attached resolution consents to SBIAA's exercise of its powers of eminent domain to acquire the right of way within the City of San Bernardino's jurisdiction, provided that SBIAA is solely responsible for all costs and associated legal expenses related to such exercise of its powers. City Attorney Review: Supporting Documents: SBIAA Letter-Background (PDF) Resolution (DOC) Reso-Attachment A (PDF) SB Regional Airport Auth. JPA Agmt Reso92-161 (PDF) 1 ii 1 I i { i i , I I i O I I i i Updated: 3/14/2013 by Olivia Wolff Packet Pg. 1014 I I RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, CONSENTING TO THE SAN 3 BERNARDINO INTERNATIONAL AIRPORT AUTHORITY RIGHT OF WAY 4 ACQUISITION PROCEDURES TO BE UNDERTAKEN, PURSUANT TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY JOINT POWERS 5 AGREEMENT. 6 WHEREAS, the City of San Bernardino, California (the "City") is a municipal 7 corporation and charter city, duly organized and existing pursuant to the provisions of the 8 constitution of the State of California; and 9 WHEREAS, the San Bernardino International Airport Authority (the "SBIAA") is a 10 joint powers authority, duly organized and existing pursuant to the provisions of the Joint 11 Powers Agreement dated May 20, 1992, as amended (the "Joint Powers Agreement"), by and 12 among the City of San Bernardino, the City of Colton, the City of Loma Linda, the City of 13 Highland, and the County of San Bernardino (collectively referred to as the "Parties" and 14 individually as a "Party") for the purposes of assisting in the conversion of the former Norton 15 Air Force Base to civilian commercial, airport, and aeronautical uses in furtherance of the 16 continued maintenance, development, and operation of the San Bernardino International 17 Airport; and 18 19 WHEREAS, the Joint Powers Agreement provides that SBIAA has the powers 20 common to the Parties to the Joint Powers Agreement, including the power to acquire 21 property in furtherance of the operation of the Airport Facility; and 22 WHEREAS, the Joint Powers Agreement limits SBIAA's exercise of the power of 23 eminent domain to acquire property in the territorial jurisdiction of one of the Parties without 24 first obtaining the consent of that Party by a four-fifths (4/5) vote of the Party's legislative 25 body; and 26 WHEREAS, SBIAA desires to use its power of eminent domain to acquire rights of 27 way for street and infrastructure improvements along portions of Mountain View Avenue, 28 Third Street, Fifth Street, and Del Rosa Avenue as generally depicted on Attachment A, A lkm q 0 Afil'li3 1 together with such other or additional streets or properties necessary or incident to such 2 project(collectively the "Rights of Way"); and 3 WHEREAS, SBIAA hereby acknowledges and accepts responsibility for all costs and 4 expenses related to any and all rights of way acquisition activities; and 5 WHEREAS, all acquisitions carried out by SBIAA will be pursuant to Federal, State 6 and local laws; and 7 WHEREAS, any exercise by SBIAA of its power of eminent domain to acquire the 8 Rights of Way requires the consent of the Common Council of City of San Bernardino 9 pursuant to the terms of the Joint Powers Agreement. 10 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 11 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 12 SECTION 1. The Mayor and Common Council find that the above-stated Recitals 13 are true and hereby adopt and incorporate them herein. 14 SECTION 2. Findings of Fact. 15 16 A. The properties that will be subject to the Rights of Way are 17 within the territorial jurisdiction of City of San Bernardino. 18 B. The City of San Bernardino has the right and power to consent 19 to SBIAA's use of its power of eminent domain to acquire the Rights of Way in the territorial 20 jurisdiction of the City of San Bernardino. 21 SECTION 3. The City of San Bernardino hereby consents to SBIAA's exercise of its 22 powers of eminent domain to acquire the Rights of Way, provided that SBIAA is solely 23 responsible for all costs and associated legal expenses related to such exercise of its powers. 24 SECTION 4. This Resolution shall take effect upon its adoption by the Mayor and 25 Common Council of the City of San Bernardino. 26 27 28 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, CONSENTING TO THE SAN BERNARDINO 2 INTERNATIONAL AIRPORT AUTHORITY RIGHT OF WAY ACQUISITION PROCEDURES TO BE UNDERTAKEN, PURSUANT TO THE SAN BERNARDINO 3 INTERNATIONAL AIRPORT AUTHORITY JOINT POWERS AGREEMENT. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a meeting 6 7 thereof, held on the_day of 2013, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ 10 JENKINS 11 12 VALDIVIA 13 SHORETT 14 KELLEY 15 JOHNSON 16 MCCAMMACK 17 18 19 Georgeann Hanna, City Clerk 20 The foregoing resolution is hereby approved this_day of 2013. 21 22 Patrick J. Morris, Mayor 23 City of San Bernardino Approved as to form: 24 JAMES F. PENMAN, 25 City Attorney 26 By 27 0 28 a � _ 1* f. a jJ(j 1. l� LLI • } If a,r �,. • ■ ' • � ■ . R CL • • ,t s� i f Of . W> W CL . tu < .� LU Of Elm H(E' r t •i ti• ✓. 111 • I a: v. to 2! n VVV111 aa � Mn�ntein exdae �1 �,,...u n Jim aI• _ t. IL aBdill- PnEei i•SI u 4te at?d, -20 /i �q•y �i` I �+ (/, . INS IS IlIl.. .�•,, • p � ' r 9.O.a ky„pvftn�k Inland Valley Development Agency San Bernardino International Airport ` p c —--- 3 :Y, 'm aohf "A� i IS'JR 1 March 5,2013 C Mr. Allen Parker E City Manager o City of San Bernardino d 300 North "D”Street San Bernardino, CA 92418 Lu 0 N RE: PROPOSED CONCURRING RESOLUTION — SAN BERNARDINO c INTERNATIONAL AIRPORT AUTHORITY a a Dear Allen: 0 On behalf of the San Bernardino International Airport Authority(SBIAA), I would like to request that the City of San Bernardino place the attached concurring resolution regarding use of o SBIAA's powers pursuant to the existing Joint Powers Agreement on its next available council U agenda for consideration. As you may know, this JPA agreement allows for the use by SBIAA it or certain powers within its member-jurisdictions' boundaries subject to concurrence from the respective member. Because the construction of the Mt. View Avenue Bridge and Roadway projects are now underway, it is critical that we move forward, as Phase 1.1 right-of-way M acquisition activities are now on hold pending this proposed action. Thank you for you continued assistance. We look lorward to working with you on this o important project. Y U t6 m Sincerely, d J SAN BERNARDINO INTERNATIONAL AIRPORT a 4AHiOl 11'Yn.xccutve Director a cc: Margo Wheeler Mike Burrows Chad Merrill ® Myriam Beltran L•\WORUIxR12013\AJ\MAIL\p041. Parker (1305i3.d�xz 1801 East 3rd Stroot,Suite 100 • San Bernardino,CA 92408-0131 (909)382-4100 • FAX(909)3824100 http://www.sbdairport.com A PROJECT OF THE INLAND VALLEY DEVELOPMENT AGENCY AND SAN BERNARDINO INTERNATIONAL AIRPORT AUT packet Pg. 1015 8 A�PNAT�ONq<q/ TO: San Bernardino International Airport Authority Commission $� o > DATE: January 23,2012 ox ITEM NO: 8 ra E 1992 PRESENTER: Michael Burrows,Dcpuly Director- Development 0 --- Properties d c E W SUBJECT: AUTHORIZE SUBMISSION OF A RESOLUTION TO THE CITY OF SAN y BERNARDINO REQUESTING CONSENT TO THE RIGHT OF WAY 1 ACQUISITION PROCEDURES TO BE UNDERTAKEN PURSUANT TO THE 0 SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY JOINT a o POWERS AGREEMENT (n 0 c d SUMMARY "c 0 U The proposed action would authorize submission of a resolution to the City of San Bernardino for review (on: and consideration by the Mayor and Common Council of the City of San Bernardino,consenting to lie right-of-way acquisition to be undertaken by the San Bernardino International Airport Authority(SBIAA) pursuant to the terms and conditions of the SBIAA Joint Powers Agreement by and between SBIAA, the N County of San Bernardino,and the cities of Colton, Ilighland, Loma Linda, and San Bernardino in furtherance of Phase 11 of the Mt. View Avenue Roadway Project and the P and 5°i Street Project. 3 0 RECOMMENDED ACTIONS) Y U R m Authorize the Submission of a Resolution to the City of San Bernardino Requesting consent with Right- .2 of-Way Acquisition Procedures to be Undertaken by the San 13emardino International Airport Authority m (SBIAA) in Furtherance of Phase 11 of the Mt. View Avenue Roadway Project and the P and 5°i Street Project Pursuant to the S131AA Joint Powers Agreement; and Authorize the Executive Director to F,zecute m All Related Documents. rn c FISCAL IMPACT E U None. a PREPARED BY: Atka Chudasama C14,R I II IED AS 9'0 AVAILABILITY OF FUNDS: Atka Chudasama O APPROVED AS TO FORM AND LEOALCONTENT: MIC I TALL Lrm1 FINAL APPROVAL: A.J. Wilson ket Pg. 1016 8 BACKGROUND INFORMATION In order to complete necessary right-of-way acquisitions for the Mt. View Phase 11 and 3`d and 51h Street projects, certain powers of eminent domain may need to be employed. Due to the continued efforts to codify the status of the Inland Valley Development Agency with respect to its base reuse and redevelopment powers in light of potential ABX 1 26 and AB 1484 implications, staff explored A the possibility of the San Bernardino International Airport Authority (SBIAA) assuming such o responsibilities for the Mt. View Phase It and P and 50i Sn•eets projects. ° c v Upon further review, legal counsel determined the following: E E w Section 3 of the SBIAA Joint Powers Agreement (JPA) grants SBIAA the powers common to the public agencies (i.e. cities and a county) which specifically includes the power to acquire property o under Section 3 in general. Section 3(a) of the SBIAA JPA specifically grants SBIAA the power to Q acquire"...other property on or outside of the Norton Air Force Base as may be required for aviation m purposes in furtherance of the operation of the Airport Facility." En 0 Section 30) of the JPA further contains an express grant of power to SBIAA to acquire property "whether on the Airport Facility or outside of Norton Air Force Base if for aviation purposes and in N c 0 C furtherance of the operation of the Airport Facility." Ilowever, SBIAA's use of eminent domain U powers within the territorial jurisdiction of one of the parties to the JPA requires a 4/5m vote of that s Parties legislative body. Therefore, it requires a 4/5°i vote of the San Bernardino City Council 0. o! consenting to SBIAA's exercise of the power of eminent domain to take right-of-ways along Mountain View Avenue and 3"r and 51b Streets within the City of San Bernardino. M N_ A sample resolution has been prepared by legal counsel and is attached for reference. 'o c 3 0 Staff recommends that the Commission approve the above recommended action. s U N Attachments: m I. Sample Resolution d J Q Q m C d E U f0 Q Packet Pg. 1017 9.O.b I RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, CONSENTING TO THE SAN 3 BERNARDINO INTERNATIONAL AIRPORT AUTHORITY RIGHT OF WAY 4 ACQUISITION PROCEDURES TO BE UNDERTAKEN, PURSUANT TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY JOINT POWERS 5 AGREEMENT. 6 WHEREAS, the City of San Bernardino, California (the "City") is a municipal 7 corporation and charter city, duly organized and existing pursuant to the provisions of the 0E 0 8 constitution of the State of California; and d c 9 WHEREAS, the San Bernardino International Airport Authority (the "SBIAA") is a w W 10 joint powers authority, duly organized and existing pursuant to the provisions of the Joint 11 Powers Agreement dated May 20, 1992, as amended (the "Joint Powers Agreement"), by and 12 among the City of San Bernardino, the City of Colton, the City of Loma Linda, the City of w 13 w Highland, and the County of San Bernardino (collectively referred to as the "Parties" and d 14 c individually as a"Party") for the purposes of assisting in the conversion of the former Norton v 15 Air Force Base to civilian commercial, airport, and aeronautical uses in furtherance of the 16 W continued maintenance, development, and operation of the San Bernardino International 17 N C] Airport; and 18 19 WHEREAS, the Joint Powers Agreement provides that SBIAA has the powers 2 5 20 common to the Parties to the Joint Powers Agreement, including the power to acquire 21 property in furtherance of the operation of the Airport Facility; and 22 WHEREAS, the Joint Powers Agreement limits SBIAA's exercise of the power of r m 23 eminent domain to acquire property in the territorial jurisdiction of one of the Parties a 24 without first obtaining the consent of that Party by a four-fifths (4/5) vote of the Party's 25 legislative body; and 26 WHEREAS, SBIAA desires to use its power of eminent domain to acquire rights of ( 27 way for street and infrastructure improvements along portions of Mountain View Avenue, `�— 28 Third Street, Fifth Street, and Del Rosa Avenue as generally depicted on Attachment A, Packet Pg. 1018 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, CONSENTING TO THE SAN BERNARDINO INTERNATIONAL 3 AIRPORT AUTHORITY RIGHT OF WAY ACQUISITION PROCEDURES TO BE UNDERTAKEN, PURSUANT TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY JOINT 4 POWERS AGREEMENT. 5 together with such other or additional streets or properties necessary or incident to such 6 project (collectively the "Rights of Way"); and c 7 WHEREAS, SBIAA hereby acknowledges and accepts responsibility for all costs c 0 8 and expenses related to any and all rights of way acquisition activities; and c d E 9 WHEREAS, all acquisitions carried out by SBIAA will be pursuant to Federal, State E W 10 and local laws; and 11 WHEREAS, any exercise by SBIAA of its power of eminent domain to acquire the 12 Rights of Way requires the consent of the Common Council of City of San Bernardino Fa 13 pursuant to the terms of the Joint Powers Agreement. � d 14 >_ O 15 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON y COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 16 a ac 17 SECTION 1. The Mayor and Common Council find that the above-stated Recitals N M 18 are true and hereby adopt and incorporate them herein. c 0 19 SECTION 2. Findings of Fact. 0 20 A. The properties that will be subject to the Rights of Way are 21 within the territorial jurisdiction of City of San Bernardino. m E 22 B. The City of San Bernardino has the right and power to consent x 23 to SBIAA's use of its power of eminent domain to acquire the Rights of Way in the a 24 territorial jurisdiction of the City of San Bernardino. 25 SECTION 3. The City of San Bernardino hereby consents to SBIAA's exercise of 26 its powers of eminent domain to acquire the Rights of Way, provided that SBIAA is solely 27 responsible for all costs and associated legal expenses related to such exercise of its powers. 28 Now 1 SECTION 4. This Resolution shall take effect upon its adoption by the Mayor and 2 Common Council of the City of San Bernardino. 3 / / / 4 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, CONSENTING TO THE SAN BERNARDINO INTERNATIONAL 5 AIRPORT AUTHORITY RIGHT OF WAY ACQUISITION PROCEDURES TO BE UNDERTAKEN, PURSUANT TO THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY JOINT 6 POWERS AGREEMENT. _ c 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor E 0 0 8 and Common Council of the City of San Bernardino at a meeting c 9 thereof,held on the_day of 2013,by the following vote,to wit: w 10 11 Council Members: AYES NAYS ABSTAIN ABSENT r 12 MARQUEZ m 13 JENKINS 0 14 VALDIVIA o 15 rn SHORETT 16 17 KELLEY N M N 18 JOHNSON 0 19 MCCAMMACK c w 20 c 21 Georgeann Hanna, City Clerk t 22 23 The foregoing resolution is hereby approved this day of , 2013. a 24 25 Patrick J. Morris,Mayor 26 City of San Bernardino Approved as to form: 27 JAMES F. PENMAN, City Attorney 28 =00 :°Ab 1 By. 2 3 4 5 6 m 7 e O 0 8 c m c 9 E w 10 11 a a 12 N 13 d 14 O 15 ai 16 17 N M N 18 c O 19 0 N 20 21 d E 22 L U O 23 a 24 25 26 27 28 PacketPg. l021 E ° \ E � � \ eS a y = Z wz = < f £ aa « 20 0 99 ° ) \ a z � ) ) 10 @ k § § \ af \ \ B2 2 \ k � ) § § � � ƒ ) i ¢ / ° w � d � W z [ /\ o ( a � w ¢/ S ] / } >t a \ � 5 go J ) & ° ± k k � 2 7 « / n LL � w0 7 ( ° \ D / H(Eu Packet eJo • 19 1 Ytat r & Y r ! � S w ! a look • ,. ', ' ''` z}, ' 1 4WR i o ounlain II ew'Avc 1 mac $ ° 1 r o a S n t � ...� _ NyD 1 .r "► e�'P00ptli4=5 S Pndxr%;:�.'. t As , s { wa a t V •'• R Yf tt t rl, Nt•en as ,'q ''a w{ _ 3 ' t jf Le }fl � ,.Y� * t) °a a _.,^ _..« •0 r- 1) \A.". III Ott • J °•' 'S,N(alem•¢an�AveW —. aa . ' • t i E 9.O.d 1 RESOLUTION NO. 92-161 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN MEMBERS' SETTLEMENT AGREEMENT AND A CERTAIN JOINT @ 4 EXERCISE OF POWERS AGREEMENT CREATING AN AGENCY TO BE o KNOWN AS THE SAN BERNARDINO REGIONAL AIRPORT AUTHORITY 5 6 WHEREAS, the City of San Bernardino (the "City") is a w charter city, duly created and existing pursuant to the 0 0 8 Constitution and the laws of the State of California; and a a m g o 10 WHEREAS, the City is a member of the Inland Valley N C j 11 Development Agency (the "Agency") which is a joint powers 0 i 12 authority formed by the legislative bodies of its members d 13 pursuant to Section 6500, et sees . , of the California Government N M 14 Code; and - � I 15 N 16 WHEREAS, the Agency was formed for the purpose of v 17 determining whether the redevelopment of Norton Air Force Base E E ("NAFB") and properties adjacent and in proximity thereto is a 18 a lg feasible for the purposes of preserving and creating employment s 3 20 opportunities necessitated by the announced closure of NAFB; and 3 r 0 a 21 a 22 WHEREAS, in connection with the formation of the Agency o 23 and the undertaking of certain redevelopment actions, certain m 24 legal actions were initiated by the City of Redlands; and (n c m 25 E s U 26 WHEREAS, in connection with the initiation of the =° a 27 aforementioned legal actions by the City of Redlands, the City of 28 - 1 - PacketPg. 1024 1 Highland and certain other parties made appearances on behalf of 2 their own interests; and 3 4 WHEREAS, the parties to the aforementioned legal o 5 actions have been in negotiations in attempts to resolve their r c 6 differences and as a result of such negotiations the City of W m 7 Redlands and the City of Highland are now prepared to enter into D 0 8 a certain settlement agreement with the Members of the Agency and a m 9 the East Valley Association entitled "Members' Settlement N 0 10 Agreement" , a copy of which is attached hereto as Exhibit "A" and r N C 11 incorporated herein by this reference; and 0 (n 12 13 WHEREAS, in connection with the execution and approval N 14 of the Members' Settlement Agreement, the parties thereto, with 15 the exception of the East Valley Association, have deemed it N 16 desirable to seek the approval and execution of a certain "Joint d 17 Exercise of Powers Agreement Creating an Agency to be Known as m the San Bernardino Regional Airport Authority (the "Airport c 18 n. 19 Authority Agreement") , a copy of which is attached hereto as c 3 Q 20 Exhibit "B" and incorporated herein by this reference; and r 0 CL 21 a 22 WHEREAS, the City at this time deems it desirable to 0 0) 23 enter into the Members' Settlement Agreement and the Airport m 24 Authority Agreement in order to accomplish the goals and !? c m 25 objectives as set forth therein. r U A 26 27 28 2 - PacketPg. 1025 1 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 2 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 3 4 SECTION I. The Mayor and Common Council of the City o 5 (the "Council") hereby approves the Members ' Settlement Agreement c 6 as attached hereto as Exhibit "A" with any such non-substantive W v 7 changes as may be approved by the Mayor and City Attorney. D 0 8 m 9 SECTION 2 . The Council hereby approves the Airport 0 10 Authority Agreement as attached hereto as Exhibit "B" with any m N C 11 such non-substantive changes as may be approved by the Mayor and u 12 the City Attorney. a a: 13 ry 14 SECTION 3 . The Mayor and City Clerk are hereby 15 authorized to execute the Members' Settlement Agreement and the N M 16 Airport Authority Agreement on behalf of the City and take all 0 17 such other actions as may be necessary in order to implement the E m 18 provisions of the Members' Settlement Agreement and the Airport a a 19 Authority Agreement. s 3 a 20 o Q 21 /// a 22 /// d 23 m M 24 d 25 /// E L U 26 27 28 3 - PacketPg. 1026 9.O.d 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 m 4 SECTION 4. This Resolution shall take effect upon Q 5 its adoption. 6 w m 7 I HEREBY CERTIFY that the foregoing Resolution was duly 0 8 adopted by the Mayor and Common Council of the City of a m 9 San Bernardino at a regular meeting 0 10 thereof, held on the 4th day of May , d N C 11 1992, by the following vote, to wit: U 12 Council Members: AYES NAYS ABSTAIN ABSENT m a m 13 ESTRADA x N REILLY x M HERNANDEZ x N 14 MAUDSLEY x 15 MINOR x POPE-LUDLAM x o 16 MILLER x d o: 17 e 4� 18 City Clerk— U a n 19 - The foregoing resolution is hereby approved t sj a 20 r 6th day of May , 1992 . /� a 21 22 a r f he City of o San Ber ardino £ 23 Approved as to form and legal content: m 24 JAMES F. PENMAN City Attorney r 25 £ r 26 By: 27 a00\00070,M 28 4 - Packet Pg. 1027 9.O.d 1 EXHIBIT "A" 2 MEMBERS' SETTLEMENT AGREEMENT 3 4 0 0 0 5 E 6 W d 7 0 8 a a m m 9 0 10 y C 11 � U) 12 a 13 M 14 15 N 0) 0 16 17 a 18 a 19 a 20 0 Q 21 a 22 0 23 m 24 m 25 e L U 26 a 27 28 Packet Pg. 1028 City of S Bdno Res No 92-161 adopted 5/4/92 c E 0 0 Y C d C E W d N MEMBERS' SETTLEMENT AGREE.NWM 0 by and among m rn 0 County of San Bernardino m N City of San Bernardino c 0 City of Loma Linda a City of Colton rn N City of Redlands N City of Highland N and o N i N East Valley Association a1 a a a r Q r I a I a 0 v I m m rn c d I E t U Y 1 a CSBO\00071D0(,h71 04110\92 Boo Packet Pg. 1029 9.O.d TABLE OF CONTENTS 1. INTERRELATIONSHIP OF AGREEMENTS c Section 1. 1 Members' Settlement Agreement . . . . . . . . . 2 E Section 1.2 Agency Agreement . . . . . . . . . . . . . . . 2 0 Section 1. 3 Authority Agreement . . . . . . . . . . . . . . 2 c d 2. POWERS AND COOPERATION w m N Section 2. 1 Authority Powers Exclusive . . . . . . . . . . . 2 D Section 2 .2 Cooperation in Goals . . . . . . . . . . . . . . 3 Q 3. m RESOLUTION OF LEGAL ACTIONS 0 Section 3 . 1 Stipulated Judgment . . . . . . . . . 3 Section 3 .2 Release by Redlands, Highland and the Association . . . . . . . . . . . . . . 3 0 i U Section 3 .3 Release by Agency and Members . . . . . . . . . 3 U) Section 3 .4 No Admissions . . . . . . . . . . . . 3 a Section 3 . 5 Prior Attorneys' Fees and Costs . . . . . . . . 4 m 4. rN REMEDI88 Section 4 . 1 All Legally Available Remedies . . . . . . . . . 4 Section 4 .2 Jurisdiction . . . . . . . . . . . . . . . . . . 4 0 Section 4 .3 Attorneys' Fees . . . . . . . . . . . . . . . . 4 5. E GENERAL PROVISIONS ¢ Section 5. 1 Scope of Agreement; Successors in Interest . . . 4 Section 5. 2 Amendments and Assignments . . . . . . . . . . . 5 s Section 5.3 California Law . . . . . . . . . . . . . . . . . 5 3 Section 5.4 Indemnification . . . . . . . . . . . . . . . . 5 ¢ C Section 5. 5 Waiver . . . . . . . . . . . . . . . . . . . 5 0 0. Section 5. 6 Severability . . . . . . . . . . . . . . . . . . 6 `- Section 5.7 Execution in Counterparts . . . . . . . . . . 6 Q Section 5.8 Effective Date of Agreement . . . . . . . . . . 6 0 EXHIBIT "A" - AGENCY AGREEMENT EXHIBIT "B" - AUTHORITY AGREEMENT m EXHIBIT "C" - STIPULATION FOR SETTLEMENT AND ENTRY OF JUDGMENT EXHIBIT "D" - JUDGMENT E s U Q CSB0k000TDW92 04\10\92 800 I Packet Pg. 1030 ( MEMBERS' SETTLEMENT AGREEMENT �r This Agreement is entered into this day of 1992, by and among the COUNTY OF SAN BERNARDINO ("County") , the c CITY OF SAN BERNARDINO ("City") , the CITY OF LOMA LINDA ("Loma E Linda") , the CITY OF COLTON ("Colton") , the CITY OF REDLANDS 0 ("Redlands") , the CITY OF HIGHLAND ("Highland") and the EAST VALLEY ASSOCIATION (the "Association") . E w R E C I T A L S m 0 WHEREAS, in January and February of 1990, the County of a San Bernardino and the Cities of San Bernardino, Colton and Loma m Linda (collectively, the "Members") entered into an agreement (the U) 0 "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 o Section 33320.5; U WHEREAS, in March of 1990, Redlands filed Case No. 255222 a in the San Bernardino Superior Court, a complaint to invalidate the formation of the Agency; o N M WHEREAS, in April of 1990, the Agency filed a cross- complaint in Case No. 255222 seeking to validate the formation of the Agency; N rn 0 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, E Colton Unified School District and San Bernardino Community College a District (collectively, the "Schools") , Highland and the a Association; s WHEREAS, in June of 1990, Redlands filed Case No. 256889 a in the San Bernardino Superior Court, a petition for writ of r mandate challenging the environmental analysis of the formation of 0 the Agency; in August of 1990, Redlands amended the petition to a challenge the environmental analysis of the Plan and to include a R complaint to invalidate the Plan and the proceedings related C 0 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; N WHEREAS, appearances were also made in Case No. 256889 by the Association, the Schools and Highland; r U a CSWOOGTDW92 04\10\92 900 -1- Packet Pg. 1031 9.O.d WHEREAS, the Schools have resolved the disputes with the iI 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. c 256889 (both of which cases have been consolidated and transferred E to Orange County Superior Court as Case No. 680255, but which will o 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: w d N 1. INTERRELATIONSHIP OF AGREEKENTS 0 Section 1.1 Members' Settlement Agreement. T his a a Settlement Agreement shall be referred to hereinafter as the ca "Members' Settlement Agreement. " 0 Section 1.2 Agency Agreement. Contemporaneously with m this Settlement Agreement, the Agency is entering into a Settlement Agreement by and among the Inland Valley Development Agency, the o 0 City of Redlands, City of Highland and East Valley Association (the "Agency Settlement Agreement") . The Agency Settlement Agreement a 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 M 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 Authority Agreement. It is contemplated N rn by the parties to this Members' Settlement Agreement that the m parties hereto, with the exception of the Association, shall enter X into that certain agreement entitled "Joint Exercise of Powers E Agreement Creating an Agency to be Known as the San Bernardino a Regional Airport Authority" (the "Authority Agreement") . The a Authority Agreement shall be in the form attached hereto as Exhibit "B" and incorporated herein by reference. This Members' Settlement x� Agreement shall only become effective upon the successful formation ' of the Authority as set forth in the Authority Agreement, and upon r compliance with Section 1.2 above. 0 CL 2. POWERS AND COOPERATION R 0 0 Section 2. 1 Authority Powers Exclusive. The S Authority's powers set forth in the Authority Agreement shall be exclusive. The Authority's inherent powers are restricted by the N Authority Agreement and the Authority shall have no legal authority to act, except as set forth therein, and except as otherwise v provided by law. The Members shall not own, develop, operate or r maintain, or exercise any form of control with respect to, the Airport Facility (as defined in the Authority Agreement) except as a C00\009n00092 aumn 800 -2- Packet Pg. 1032 s.o.a 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 2 be sought the transfer of the Airport Facility to any entity other than the Authority, except for a transfer to the County of the o0 operational control of all or a portion of the Airport Facility under the conditions described in Section 12 (b) of the Authority d Agreement, unless the Authority is terminated pursuant to the Authority Agreement. w v N Section 2.2 Cooperation in Goals. The parties to this Z) Agreement agree to cooperate in the furtherance of the goals and ° objectives of the Agency Settlement Agreement and the Authority a Agreement. In addition, the County agrees to abide by the m provisions of Sections 5.2 and 6. 1 of the Agency Settlement 0 Agreement. m N C 3 . RESOLUTION OF LEGAL ACTIONS 0 U N Section 3 . 1 Stipulated Judgment. U p o n t h e execution by all parties of this Members' Settlement Agreement, and W the Agency Agreement and the Authority Agreement in the forms attached hereto, the parties will execute and file a "Stipulation M 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 "D" and incorporated herein as if set o forth in full. Both Exhibit "C" and Exhibit "D" are with regard to judgment on the Complaint and judgment on the Cross-Complaint. W E Section 3 . 2 Release by Redlands, Highland and the a Association. Redlands, Highland and the Association hereby a release and discharge the Members and their agents, CL representatives, attorneys, principals, predecessors, successors, s assigns, and each of them, from any and all claims and causes of action contained in Case No. 255222 or Case No. 256889 . C 0 0 o. Section 3 .3 Release by the Members. The Members a hereby release and discharge Redlands, Highland and the Association m and their agents, representatives, attorneys, principals, o predecessors, successors, assigns, and each of them, from any and a 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 r construed as an admission against the interest of either party, and agree that this Members' Settlement Agreement releases the parties a C5BOW00700 W 000\92 sop -3- Packet Pg. 1033 9.O.d 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 c liability. m 0 0 Section 3.5 Prior Attorneys' 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 w actions filed by Redlands as Case No. 255222 and Case No. 256889, N and the cross-actions filed by the Agency and its Members in Case D No. 255222 , and the settlement thereof. ° a Q m 4. REMEDIES 0 The remedies for breach or threatened breach of this Members' Settlement Agreement are as follows: 0 Q Section 4 . 1 All Legally Available Remedies. In the Vn event any party breaches this Members' Settlement Agreement, or a such a breach is threatened, any other party to this Members' W Settlement Agreement together or separately or in any combination, Q shall each have the right to pursue any and all available remedies, M 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. 0 Section 4 .2 Jurisdiction. Any legal action regarding this Members' Settlement Agreement shall lie in the Superior Court W of the State of California in the County of San Bernardino or, if E applicable, in the United States District Court of the Central ° a District of California, provided that any party shall have the Q 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 Q with, or after giving the defaulting or adverse party notice of the a violation of such provision. a Section 4. 3 Attorneys' Fees. In the event a legal action is initiated under this Members' Settlement Agreement, the 2 prevailing party shall be entitled to collect its reasonable attorneys' fees and costs. m c m 5. GENERAL PROVISIONS E s U a CSBO\O0070OLl92 0oum92 800 -4- Packet Pg. 1034 i Section 5. 1 Scope of Agreement; Successors in Interest. This Members' 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. E 0 Section 5.2 Amendments and Assignments. This Members' Settlement Agreement may only be altered, amended or modified by an m instrument in writing that is executed and approved by all of the parties. No party may transfer, assign or convey any right or w obligation it has under this Members' Settlement Agreement without w first obtaining the written approval of all of the other parties. 0 Section 5.3 California Law. This Members' Settlement a Agreement is subject to and shall be construed in accordance with m the laws of the State of California. 0 Section 5.4 Indemnification. m N C a. The Members shall indemnify and hold Redlands, 0 Highland and the Association harmless from, against and in respect of any loss, liability or damage suffered or incurred by Redlands, a 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. M 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 o 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 E Agreement. a Q C. if any action or claim shall be brought or asserted (L with respect to which indemnity may be sought pursuant to this Members' Settlement Agreement, the indemnified party or parties a shall promptly notify the indemnifying party or parties in writing and the indemnifying party or parties shall promptly assume the o a defense thereof. a Section 5.5 Waiver. The waiver by any of the parties o of any breach of any term, covenant or condition of this Members' .g Settlement Agreement shall not be deemed a waiver of such term, covenant or condition or any subsequent breach of the same or any m other term, covenant or condition of this Members' Settlement Agreement. Failure to act or subsequent acceptance of performance hereunder by any party shall not be deemed to be a waiver of any E preceding breach of any term, covenant or condition of this u Members' Settlement Agreement, regardless of the party's knowledge r a cseow007UX)C n 04ua92 800 -5- Packet Pg. 1035 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. E 0 Section 5.6 Severab.ility. If any part, term or ° provision of this Members' Settlement Agreement is decided by the m courts to be illegal or in conflict with any law of the United States of America or the state of California, or otherwise be w rendered unenforceable or ineffectual, the validity of the w remaining portions or provisions shall not be affected thereby. 0 Section 5.7 Execution in Counterparts. This Members' ¢ Settlement Agreement may be executed in counterparts and all CO counterparts so executed shall constitute but one agreement. N 0 Section 5.8 Effective Date of Agreement. This Members' Settlement Agreement shall not be effective or T inding on any party hereto until such time as the Agency settlement Agreement 0 has been fully executed and the Authority has been formed in the Er form attached hereto as Exhibit "B" . Formation of the Authority a shall be deemed to have occurred at such time as the final public W entity through its legislative body has approved the joint exercise of powers agreement to establish the Authority. As soon as M 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 o Judgment" and a "Judgment" , and counsel for the Agency shall similarly file the fully executed "Stipulation for Settlement and o Entry of Judgment" and a "Judgment" , which Judgments shall be as E attached hereto in executed and final form as Exhibits "C" and "D" . a ¢ a L t_ 0 c Q m a O m N V) C d E s 0 m a Cse0\000nXoc 92 04a0%92 800 -6- Packet Pg. 1036 Executed on the date first written above by the duly authorized representatives of the parties. COUNTY OF SAN BERNARDINO c 'm E 0 By c d c Title: w v N Dated: D 0 (SEAL) ATTEST: a m U) 0 N C (D Clerk of the Board of c Supervisors U w m Approved as to Form: a m N N M County Counsel o N 0) O a.N d E o� a a n r 0 a 0 0 a A c 0 d m m Y C d E L Y a CSBOW007 192 avast ON -7- Packet Pg. 1037- CITY OF SAN BERNARDINO, CALIFORNIA c By: E 0 Title: c m c Dated: E (SEAT,) w ATTEST: w Q0 m City Clerk o r Approved as to Form: w c O U City Attor, ey N N M N r t0 r N 0 O W d K E w Q a r 3 Q r 0 CL L Q r 0 0 0) d w I m U) c d s V O Q [SB0100070=92 WIN92 600 -8- Packet Pg. 1038 City of S Bdno Res. 92-161 adopted 5/4/92 CITY OF SAN BERNARDINO, CXB170RNIA � c By E� / / � r.._�// E W. R. Holcomb, Mayor p Title: c m Dated: 5/6/92 E (SEAL) w ATTEST: N 0 a m m City lerk c Approved as to Form: y c 0 U a City Atto ey rn N M N to to r N M O 0 N lY Y E rn Q a CL s Y a r 0 CL m c 0 'rn v m y c d E cc s U w Q CSBONOOVADW92 01\IU92 no —$— Packet Pg. 1039 CITY OF LOMA LINDA, CALIFORNIA c By: 0 Title: ° 0 Dated: ` (SEAL) w ATTEST: 0 a Q m City Clerk N 0 Approved as to Form: m N C O U v7 City Attorney 0: rn N M N N 0) O N d O) a a a a 0 CL a c 0 d m c m E 0 U A Q CSBONOOUAD 92 04V0N92 goo -g- Packet Pg. 1040 CITY OF COLTON, CALIFORNIA c By: o Title: ° C Dated: E w (SEAL) N ATTEST: D 0 « m U) City Clerk C d Approved as to Form: c 0 U N K a o: City Attorney N M v r N 01 O N d E 01 a a o. r 0 r 0 0. L_ ¢ R C O d m E u M « a C00\000 7W0092 -10- a%10,92 SM ® CITY OF REDLANDS, CALIFORNIA c By: E 0 Title: d c Dated: E w (SEAL) v ATTEST: 0 Q m v4 0 City Clerk « C m N Approved as to Form: 0 U N K a Attorney for Redlands N M N_ W N 0 O N d « 0) Q Q a s S Q r 0 a L_ Q A C (D � M W 4n « C 4) E .0 0 A CSBOW00700092 0411092 800 -11- Packet Pg. 1042 9 0:d CITY OF HIGHLAND, CALIFORNIA c BY: E O Title: °« C d Dated: (SEAL) w ATTEST: a0 Q m City Clerk c Y Approved as to Form: N c 0 U O) a City Attorney N N t+f N r r N T O N d w E 81 a a a r 5 a r 0 Q a A 0 m of m m Y C d E .c u M V a c9HOMUTD M92 04u0\92 goo -12- Packet Pg. 1043� ® EAST VALLEY ASSOCIATION c BY: E 0 Title: C d C Dated: E w m N 7 O Q a m w 0 d N 0 O U y D: a m N M r r N 0 O N d E Q Q IL s Q 0 0 o. L Q C O 0 O O: m U) Y C Cd G t U A Q CSBOWOD700CM nmmn 80D -13- PicketPg. 1644 9.O.d 1 EXHIBIT "B" 2 AIRPORT AUTHORITY AGREEMENT 3 4 0 5 G v G E 6 W d N 7 O 8 a cn m 9 O 10 G v N G 11 12 a 13 N M 14 15 N 0 16 17 E a 18 a CL 19 Q 20 a Q 21 22 0 cm 23 of 0 m 24 n C 25 .c U 26 a 27 28 Packet Pg. r! City of S 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 c This Agreement, dated for convenience as of E 1992 , is made by and among the County of San Bernardino, of 0 Colton, City of Highland, City of Loma Linda, City of Redlands and City of San Bernardino (hereinafter sometimes collectively referred to as the "Parties") . E W I T N E S S E T H N 0 WHEREAS, Article 1 of Chapter 5 of Division 7 of Title 1 4 of the Government Code of the State of California pertaining to the a joint exercise of powers authorizes the Parties by agreement to m jointly exercise certain powers common to the Parties; and 0 WHEREAS, the Parties hereto recognize the importance of N determining the value of the potential civilian aviation use of o 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 o Authority pursuant to the California Environmental Quality Act of 1970, as amended ("CEQA") ; and N M N WHEREAS, each of said Parties agrees that a regional approach is desirable to both (i) direct the policies and m activities of a civilian aviation facility at Norton Air Force Base N and (ii) acquire, own, maintain and operate the aviation related 0 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 E accordance with CEQA procedures to be hereafter complied with by the Authority; and a WHEREAS, each of the Parties hereto has the power to acquire, operate, repair, maintain and administer an airport Q facility; and r 0 CL WHEREAS, it has been agreed by each of the Parties that Q the interests thereof, as well as of the public in general, may be 79 served if those portions of Norton Air Force Base to be transferred o 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 y the Base Reuse Plan of the Inland Valley Development Agency and as further depicted on the map of Norton Air Force Base as attached 0 hereto as Exhibit "A" and incorporated herein by reference, subject E to expansion or reduction by determination of the federal government upon transfer thereof) , is continued as a publicly- a CseaaoMnoca 4\17\92 1130 -1- Packet Pg. 1046 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 E enter into an agreement to establish a public entity, separate and o 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 E promoting the greatest public good and welfare; and w m N WHEREAS, the Parties hereto recognize the immediate 0 necessity for planning for the scheduled closure of Norton Air 0 Force Base and the need to determine the manner in which to utilize a a the aviation facilities of the Norton Air Force Base, as depicted w on Exhibit "A" , after closure to attract business, create jobs and 0 improve the quality of life for the citizens of the East Valley; c and N 0 WHEREAS, the Inland Valley Development Agency was previously formed by several of the Parties pursuant to Health and In Safety Code Section 33320. 5, to have and exclusively exercise a powers of a redevelopment agency within a previously designated redevelopment project area in furtherance of the redevelopment rn thereof, and the Inland Valley Development Agency shall act as the N redevelopment agency, legislative body and planning commission with respect to all approvals and actions required in connection with m the adoption of the Redevelopment Plan; provided, however, all land N use, planning and development decisions with regard to the land o 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 E a WHEREAS, the State Legislature enacted Health and Safety a Code Section 33320. 5 to assist communities within the County of San Bernardino in their attempt to preserve the military facilities w and installations for their continued use as airports and aviation a related purposes. o CL L NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, a COVENANTS AND CONDITIONS HEREINAFTER CONTAINED, THE PARTIES AND R EACH OF THEM, DO AGREE HEREBY AS FOLLOWS: 0 m Section 1 . Purpose. m rn This Agreement is entered into pursuant to the provisions d of Article 1, Chapter 5, Division 7, Title 1 (commencing with E Section 6500) of the Government Code of the State of California (herein sometimes referred to as the "Act") relating to the joint a i M00012\D001 4%1T92 1130 _2 Packet Pg. 1047 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 E the Norton Air Force Base as a public airport, as depicted on 0 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. W w N Section 2. Authority. D 0 A. Creation of the Authority. a m Pursuant to the Act, there is hereby created a public o entity, separate and apart from the Parties hereto, to be known as the "San Bernardino Regional Airport Authority" (hereinafter y referred to as the "Authority") . The debts, liabilities and c obligations of the Authority do not constitute debts, liabilities V or obligations of the Parties. V) a B. Commission of the Authority. rn (1) The Authority shall be governed by a Commission N M Wof composed of seven (7) individual members, each serving in their individual capacity as a Member of the Commission. The m Commission shall be called the "San Bernardino Regional N Airport Authority Commission" (hereinafter sometimes referred o 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 a 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 a legislative body of each Party to serve as primary representatives and shall serve at the pleasure of each such a legislative body. Each Party shall similarly designate one a (1) additional elected official of the Party to serve as an 5 alternate representative for each Member allocated to each o 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 d representatives appointed in the manner provided in this z Section 2.B. ; provided that alternative representatives shall not participate in meetings as a Member or cast votes on any a CSB00 MDOMI 411T92 1170 -3- Packet Pg. 1048 Authority matter except if a primary representative of a Member is not present or is not otherwise considered as constituting a quorum. c (3) Members shall hold membership on the Commission E during the term for which they were appointed by their o 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 E appointed them; and provided, however, further that each w Member shall automatically forfeit his or her membership on the Commission if he or she ceases to be an elected official G of the Party responsible through the legislative body thereof ¢ for appointing such Member. m V) (4) In case of a vacancy in membership on the o 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 o Secretary of the Commission of such appointment or appointments. a C. Meetings of the Commission. N N (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 N meetings shall be held shall be fixed by resolution and a copy of o 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 E rn 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 a request depending upon the nature of the business to be conducted. r (2) Ralph M. Brown Act. r All meetings of the Commission, including, without Q- limitation, regular, special and adjourned meetings, shall be a called, noticed, held and conducted in accordance with the ; provisions of the Ralph M. Brown Act (commencing with Section 54950 0 of the California Government Code) . (3) Minutes. The Secretary of the Commission shall cause minutes of d all regular, special and adjourned meetings to be prepared and E maintained, and shall, as soon as possible after each meeting, o csa00012UnoM1 4\17\92 1130 -4- Packet Pg. 1049 cause a copy of the minutes to be forwarded to each member of the Commission and to each of the Parties. (4) Quorum. c Except under the circumstances provided in Section 11 hereof, a quorum shall be deemed to be constituted at a Commission o0 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) E Parties. No individual other than a duly appointed Member who has w been appointed as either a primary representative or an alternate N 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 a meeting to have the power under this Agreement to cast a vote and EB to be considered as present for purposes of determining whether the o requirement for a quorum has been met. c v (5) Voting. 0 0 U Except as otherwise provided by law, any action taken by V) the Commission shall require the affirmative vote of four (4) a Members present and voting except as provided in Section 11 hereof. W No Member, whether a duly appointed primary representative or N alternate representative, shall vote unless present upon the N 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. N 0 0 D. Officers. m (1) President, Vice-President and Secretary. E At the first meeting of the Commission after the a 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- 0 CL President and Secretary. In the event that the President, Vice- a President or Secretary so elected resigns from such office or ceases to be a Member of the Commission, the resulting vacancy o shall be filled at the next regular meeting of the Commission held after such vacancy occurs. In the absence or inability of the o President to act, the Vice-President shall act as President. The m President, or in his or her absence the Vice-President, shall preside at and conduct all meetings of the Commission. The d Secretary shall be responsible for the minutes and other records of E the Authority and Commission and shall perform such other duties Y specified by the Commission. The Commission may select an a Cse00012U3001 4XM92 1130 Packet Pg. 1050 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. c (2) Treasurer. E 0 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 E employee of the Authority as the Commission shall deem qualified to W act as Treasurer of the Authority. The Treasurer shall perform j such duties as are set forth in this Agreement and any other duties 0 specified by the Commission; provided, however, that the person so a appointed as Treasurer shall not concurrently be appointed and acting as Auditor. m N O (3) Auditor. c m The Authority shall appoint an Auditor who shall be: o (1) the treasurer, or chief financial officer of one of the L) Parties; (2) a certified public accountant; or (3) such other W consultant, officer or employee of the Authority as the Commission a shall deem qualified to act as Auditor of the Authority. The Auditor shall perform such duties as are set forth in this oN Agreement and any other duties specified by the Commission; N provided, however, that the person so appointed as Auditor shall not concurrently be appointed and acting as Treasurer. o N (4) Staff. o 0 d The Commission may employ, by contract or otherwise, an W 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 a of the Commission. Professional and expert services, including, without limitation, legal counsel, financing consultants, r accountants, engineers, architects and other consultants and a advisors, may be contracted for by the Authority. c CL L (5) Rules and By-Laws. Q R The Commission may adopt, from time to time, such rules o and regulations and by-laws for the election of officers, appointment of other officials and staff and the conduct of its M meetings and affairs as it may deem necessary provided that all m such rules and regulations are consistent with the provisions of this Agreement. r U m Q CSB00012\DOC11 _ d\17\42 1170 —6 Packet Pg. 1051 Section 3. Powers and Duties of the Authority. 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 S other powers enumerated in the Joint Exercise of Powers Act, E Chapter 5, Division 7, Title 2 of the Government Code of the State o 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 E convenient to the exercise of the aforementioned powers, including, w but not limited to, the following: to make and enter into contracts; to employ agents and employees; to acquire, construct, c manage, maintain or operate any buildings, works or improvements; a to acquire, hold or dispose of property; to incur debts, a liabilities or obligations (both long-term and short-term) pursuant m U) to the exercise of these powers, which are not debts, liabilities o or obligations of the Parties; and to sue and be sued in its own c name. Said powers shall be exercised in the manner provided in the N Act and, except as expressly set forth herein, subject only to such o 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 a pursuant to Article 2, Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with N Section 6540 as the same now exists or may hereafter be amended N (hereinafter referred to as the "Bond Act") , and any applicable laws of the State of California, whether heretofore or hereafter TO enacted or amended, and, without limiting the generality of the N foregoing, the Authority is also authorized to incur other forms of N 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 E other forms of indebtedness shall not constitute debts, liabilities a or obligations of the Parties. a The Authority shall, in its sole discretion, establish, Y maintain and enforce standards, as they may be amended from time- Q to-time, for the operation and maintenance of the Airport (the o "Airport Standards") , as the proprietor of the Airport. It is the a 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 o Standards should address standards for the hours of operation and d methods for regulating noise levels all as may be necessary to M minimize noise impacts, consistent with the operation of the y 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 L effect prior to conveyance of the Airport Facility and prior to the o transfer of the operational control thereof to the Authority; a cseoom MOCU C M912 iiw -7- Packet Pg. 1052 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 o applicable governmental and regulatory bodies, and shall not in- and-of-themselves act to prevent conveyance of the Airport Facility a) or transfer of the operational control thereof to the Authority. C w Without limiting the generality of the foregoing, it is w intended that the Authority will proceed to do all acts necessary M or desirable to accomplish the purposes of this Agreement. Such acts may, but need not necessarily (except to the extent required a or prohibited by state or federal law) include all or part of the 00 following which may be exercised in whole or in part at the sole o discretion of the Commission: c m (a) Negotiating a price and method of acquiring the o Airport Facility and such other property on or outside of U Norton Air Force Base as may be required for aviation purposes y and in furtherance of the operation of the Airport Facility, a and authorizing the execution, and executing any and all documents necessary or desirable to accept the operational oN control of and transfer of the Airport Facility; N (b) Consistent with the requirements of state and federal laws, conducting any environmental impact studies and N proceedings as are required by CEQA, the State of California o and/or the federal government, making such improvements or m 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 Qa certain Settlement Agreement dated by and among the Parties, the Inland Valley Development Agency and the East = Valley Association; Q r (c) Granting of franchises, permits and licenses to, and °c. entering into leases and contracts with, any person, firm or a corporation, or agency of the State of California and/or the U federal government, for the use of the Airport Facility or any o 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 m in common with others as necessary to the right or rights granted; and likewise to enter into leases with any person, cr firm or corporation for purposes other than the promotion and s accommodation of air commerce and air navigation covering any @ portion of the Airport Facility whenever the Commission shall a Csao00txwoc\1 4\17\921130 -8- Packet Pg. 1053 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 E America respecting commerce, establishing rules and o0 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 E be set forth in the Airport Standards; w m N (e) Applying for and receiving any available State of 0 California and/or federal grants, and in connection therewith, a authorizing the execution of applications therefor, and grant a agreements in connection therewith; w 0 (f) Issuing revenue bonds or other obligations and incurring other forms of indebtedness as provided in this N Agreement, which are not debts, liabilities or obligations of o the Parties although the Authority has no power of taxation; V U) (g) Conducting the necessary studies to determine what a repairs, if any, need be made to the Airport Facility, and making such repairs in any manner authorized by law; N N (h) Conducting any necessary noise studies, and making such improvements or taking such actions as such studies may m indicate in the determination of the Commission will mitigate N the adverse effects of noise; 0 d (i) Continuing to operate, repair, maintain, improve and administer the Airport Facility after its acquisition; E m (j) Acquiring, constructing, managing, maintaining, a 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 a Facility, provided, however, that the Authority shall not a exercise the powers of eminent domain to acquire property in V the territorial jurisdiction of one of the Parties without 0 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 N operational or safety mandate by the Federal Aviation Administration; E (k) Suing or being sued in its own name; Q CS =12ND000 4\17\92 1130 -9- Packet Pg. 1054 (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; 5 E (m) Making payment from surplus revenues to any of the 0 Parties, or to public agencies whose boundaries (including in the case of a redevelopment agency and the Inland Valley m c Development Agency, redevelopment project area boundaries) encompass an area which overlaps the area included in the w Airport Facility. The term "surplus revenues" as above N 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 Q preceding sentence shall be made only to the extent that such N payments are not prohibited by any such resolution or trust o indenture then in effect; c v (n) Carrying out and enforcing all the provisions of o this Agreement; and 0 (o) Carrying out and enforcing all Airport Standards as a deemed appropriate by the Commission. rn The listing of the above acts is not intended to indicate N any priority of one act over another. Nor is such listing intended to be inclusive, and the Commission may authorize other acts to be o done in the accomplishment of the purposes of this Agreement. One N or several acts may take place concurrently or in sequence as the o Commission shall direct. d Title to the Airport Facility shall be acquired by the E Cn Authority directly from the United States Air Force in the event the Authority determines that such method of transfer would a facilitate acquisition of the Airport Facility. The Parties hereby a agree that the Airport Facility and the real property on which it is located are within the boundaries of the Authority. a t: As of the time of the execution of this Agreement it is °c not known whether the acquisition, operation, repair, maintenance a and administration of the Airport Facility by the Authority is 6 feasible; however, some acts of the Authority will be accomplished o in whole or in part prior to the Authority making any decision to acquire the Airport Facility and to assume the operational W responsibility thereof. Financial negotiations, feasibility, m U) economic and legal studies and other related studies must all be undertaken by or on behalf of the Authority so that it can d determine whether to proceed or not. Nothing in this Agreement E should be construed to commit the Authority at this time to any m particular course of action of acquisition or non-acquisition of a CSB00012wocO 4\17\92 1130 -10- Packet Pg. 1055 s the Airport Facility and assumption of operational responsibility thereof, other than the investigation by the Authority. Section 4. Fiscal Year. c For the purposes of this Agreement, the term "Fiscal E Year" shall mean the period from July 1 of each year to and o° including the following June 30. m Section 5. Assistance to the Authority. c W The Parties may, except as prohibited by law and this Agreement, in appropriate circumstances: (i) make contributions o from their treasuries for the purposes set forth herein, (ii) make a payments of public funds to defray the cost of such purposes, a (iii) make advances of public funds for such purposes, such CO advances or payments to be repaid, as provided herein, or (iv) use o their personnel, equipment or property in lieu of or in conjunction with other contributions or advances. Such sums shall be paid to a and disbursed by the Authority, and the method and manner of such o payment, disbursement and repayment shall be as set forth in U separate agreements by and between the Authority and a Party and U) M approved by official action of the Commission on behalf of the a Authority and by the respective legislative body on behalf of such W Party. The provisions of Government Code Section 6513 are hereby N incorporated into this Agreement. N Section 6. Revenue Bonds. n N In order to pay for acquiring, repairing, improving and o 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 E issuance of revenue bonds pursuant to the provisions of the Bond a Act, any applicable laws of the State of California, and, without a limiting the generality of the foregoing, the Authority is also authorized to incur other forms of indebtedness pursuant to Section y 6547. 1 of the Government Code, which Section is part of the Bond < a Act. Such revenue bonds or other forms of indebtedness shall not r constitute debts, liabilities or obligations of the Parties. a All fees and expenses of professional and expert R services, including, without limitation, legal counsel, financing o consultants, accountants, engineers, architects and other consultants and advisors connected with the acquisition, operation, repair, maintenance, improvement and administration of the Airport 00 Facility, which have been paid or incurred prior to the issuance of the revenue bonds or other forms of indebtedness (but after the E 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 a CSBOOOQ2 DOOI 4a7\9F2 1130 -11- Packet Pg. 1056 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. C Section 7 . Official Bonds. E 0 0 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 E responsible for all other property of the Authority. The Treasurer W and Auditor shall each file an official bond with the Authority in j the amount of not less than Two Hundred Fifty Thousand Dollars 0 ($250,000) . Each member of the Commission shall file with the a Authority an official bond in the amount of not less than Ten Thousand Dollars ($10, 000) . The Commission may in its discretion y increase the official bond requirements set forth in this section. 0 All bond premiums shall be paid by the Authority. m N Section 8. Accounts and Reports. 0 U 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 N to applicable law for the issuance of revenue bonds or other forms N 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 rn Authority authorizing the issuance of revenue bonds or other forms 0 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 a in the hands of the trustee or the Authority shall be available for inspection at all reasonable times by authorized representatives of a 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 a accounts and records of the Authority, and a complete written r 0 report of such audit shall be filed as public records annually, CL 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 o 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 c accountants, in making an audit pursuant to this Agreement shall be d a charge against any unencumbered funds of the Authority available E for such purpose. CSB00o12\D0Cv eu7\92 I M -12- Packet Pg. 1057 i 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 c 'm of Section 8; provided that the provisions of any resolution of the E Authority authorizing the issuance of revenue bonds or other forms p0 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 E payment of such bonds or other forms of indebtedness. w v N Additionally, and to the extent not covered by the duties w assigned to any trustee, the Treasurer of the Authority shall ¢ assume the duties described in California Government Code Section 6505. 5, as follows: y 0 (a) Receive and receipt for all money of the Authority and place it in the treasury of the Treasurer of the w Authority; o U (b) Be responsible upon his official bond for U) safekeeping and disbursement of all Authority money so held; (c) Pay, when due, from money of the Authority so held, N all sums payable on outstanding bonds, or other forms of N indebtedness, of the Authority; (d) Pay any other sums due from the Authority, from N Authority money, or any portion thereof, only upon warrants of 0 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 a prior monthly report and the amount paid out since the prior monthly report. s Subject to applicable provisions of any trust indenture o or financing agreement, which may provide for a trustee to receive, a have custody of and disburse the Authority funds, the Treasurer of c the Authority shall have the custody of and disburse Authority funds pursuant to the accounting procedures developed in accordance o with the provisions of Section 8 hereof. d CO o: The Auditor of the Authority shall draw warrants to pay (n demands against the Authority when the demands have been approved by the Airport Manager of the Authority or any other person d authorized to so approve in accordance with the accounting s provisions developed in accordance with the provisions of Section 8 hereof. Q csBOU012 )001 a\rnn 1130 -13- Packet Pg. 1058 i III 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. E Section 10. Non-Assignability of Participating p0 Interests. c d � c The rights, titles and interests of any Party herein E shall not be assignable or transferable unless such assignment or w transfer is required by law and is not within the control of the Party making the assignment or transfer. o Section 11. Budgets; Party Loans. a m All Parties shall loan to the Authority any and all of o the necessary annual budgeted expenditures of the Authority. The principal amount of such Party loans shall bear interest at a rate N agreed upon by and among the Parties and the Authority for each o Fiscal Year which rate of interest shall be applied to all principal amounts loaned in such Fiscal Year until repaid in full U) and shall be repaid proportionately to each Party from legally a available surplus revenues as shall be determined from time-to-time by the Commission. Each Party shall be responsible for its N respective percentage of all annual expenses of the Authority in an N amount equal to the percentage produced when dividing (i) the number of Members allocated to a Party under this Agreement, by o (ii) the total number of Members then in the membership under this N Agreement. All such loan funds shall be advanced by each Party on o 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 E Members to vote and participate in Commission meetings suspended until such time as all arrearages are then made current by such a Party in whole, plus interest thereon, and the Authority shall not accept any partial payments of said amounts. During any period of r time that a Party has not advanced its proportionate share of the Q annual expenses on a monthly basis, the other Parties shall each o increase their percentage monthly advances commencing as of the a month in which a default occurs by such Party by an amount equal to C the dollar amount attributable to the defaulting Party's previously c calculated percentage in the manner as provided above multiplied by o the percentage produced when dividing (i) the number of Members d allocated to a Party under this Agreement, by (ii) the total number W of non-defaulting Members then in the membership under this CO 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 E E such other maximum interest rate as may be permitted by applicable California law) , or any portion thereof, accruing from the date Q cseo0012knoc I M17\92 1130 -14- Packet Pg. 1059 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 5 Parties. Upon any Party accumulating arrears on twelve (12) E monthly loan advances, such Party shall be automatically expelled o 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 E upon the approval of the legislative body to each Party that is w then a Party to this Agreement upon such terms and conditions as the then remaining Parties may impose upon such readmittance. o During any period of time that a Party has been either suspended or a expelled and there exists on the Commission voting Members of Parties in a number less than the numbers set forth in Section 2 .B. m hereof, (i) the quorum requirement under Section 2 .C. (4) shall be o reduced, if applicable, to be a majority of the Parties not c suspended or expelled who are represented by a majority of the N Members then on the Commission, and (ii) the voting requirement o under Section 2 . C. (5) shall be reduced, if applicable, to a lesser v number that continues to be represented by a majority of the Members then on the Commission. It is anticipated that such a funding by the Parties may continue for an extended period of time which cannot now be determined both prior to and subsequent to the N 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 N legally available funds that may be allocated for such purpose. o 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 a budget shall be submitted to the Parties for such action as they deem appropriate under the circumstances. a. The budgeting process required by this Section for each Party to advance funds to the Authority shall be required of the a Authority both prior to and subsequent to accepting the operational o responsibility of the Airport Facility and until such time as the g Authority is able to be financially self-supporting from Airport `¢ Facility derived revenue sources. 0 Section 12 . Term, Amendments, Termination. ° m o: (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 E municipal corporations or for any other lawful purpose; and shall t continue for so long as necessary to carry out the purposes of any m a 4U7\92 1130 -15- PacketPg. 1060 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 F hereto, and the interest thereon, shall have been paid or E adequate provision for such payment shall have been made in o accordance with the resolution of the Authority authorizing c the issuance thereof; and (ii) This Agreement cannot be amended in any manner w to the detriment of the holders of any such revenue bonds or y other forms of indebtedness which are outstanding in D accordance with any resolution of the Authority authorizing the issuance thereof; and a Fn (iii) No termination or amendment shall adversely Y affect the operation, repair, maintenance, improvement or administration of the Airport Facility; and N c (iv) No termination or amendment shall be made which U is contrary to the language, spirit or intent of any contract N and/or grant agreement entered into by the Authority with the a United States of America, or any agreement entered into by the W Authority with the State of California, or any department, N administration or agency of either. N (b) In the event the Authority for any reason whatsoever, (i) is or becomes unable to, or (ii) cannot legally or N for any other reason, or (iii) the federal government or any agency o thereof denies the Authority the right to, accept the transfer of m 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 a responsibility and transfer of the Airport Facility. Upon the County of San Bernardino or any other governmental body accepting L the transfer of the operational control of the Airport Facility and accepting conveyance of the Airport Facility, then under such o circumstances the Authority and this Agreement shall be deemed to o. be terminated and the Parties shall take all necessary actions to Q evidence such termination. @ c 0 (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 w proceeds" shall be those moneys or assets that remain after all indebtedness, loans and bonds, together with interest thereon, E payable by the Authority, have been paid in full or provision for s the payment thereof has been made and all moneys, to the extent applicable, have been disposed in such manner as may be required a CSB00012\DOC\1 4\17\92 1130 -16- Packet Pg. 1061 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 c net sale proceeds, any and all such property acquired and net sale E proceeds shall be transferred to the Inland Valley Development o 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 S then owned by the Authority shall be disposed in such manner as may w be determined by the then Members of the Commission or as may be j required by law or agreement to which the Authority is a party, and D in the event no action is or can be taken by the Commission such ° title and possession shall revert to the Inland Valley Development a Agency. Any surplus moneys on deposit with the Treasurer if not FE required to support the Airport Facility shall be transferred to 0 the Inland Valley Development Agency unless otherwise directed by the then members of the Commission or unless otherwise required by N law or agreement to which the Authority is a party. o U Section 13 . Notices. a Notice hereunder shall be sufficient if delivered to the Secretary of the Authority or to the City Clerk or Clerk of the o Board of Supervisors, as appropriate, of each of the Parties. N Section 14 . Miscellaneous. N The Section headings herein are for convenience only and o are not to be construed as modifying or governing the language in m the Section referred to. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. E This Agreement is made in the State of California under the a Constitution and laws of such State and is to be so construed. a Section 15. Successors. 3 Q This Agreement shall be binding upon and shall inure to E the benefit of the successors of the Parties hereto. a Q Section 16. Severability. c O Should any part, term or provision of this Agreement be decided by the courts to be illegal or in conflict with any law of Of the United States of America or the State of California, or m otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. E z U A Q cSHM121DOC11 4 117192 1130 -17- Packet Pg. 1062 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 S officers and agents against and from all claims and liability for E damage to property or personal injury received by reason of or in o 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 E Agreement, which may be occasioned by an act or omission on the w part of the Authority, its agents or employees. 0 IN WITNESS WHEREOF, the Parties hereto have caused this a Agreement to be executed and attested by their proper officers thereunto duly authorized, their official seals to be hereto 0 affixed, as of the date first above written. v m c 0 COUNTY OF SAN BERNARDINO v 1n tr a By. a Title: Dated: N (SEAL) 0 ATTEST: v tr E m Q Q a Clerk of the Board of Supervisors z Q Approved as to Form: E 0 Q m C 0 County Counsel m m U) v E r U Q C000012=01 4MM 1130 Packet Pg. 1063 CITY OF COLTON, CALIFORNIA c 'R By: o I � Title: c m c Dated: E w v (SEAL) ATTEST: o a m m 0 Y City Clerk m N Approved as to Form: 0 m a City Attorney N M L w 1 r N 0 O N d V E a a IL r 3 a r 0 CL L 'a R 0 0 m m m Y C d E M 0 R Y Y a AM92 1130 Packet Pg. 7064 © CITY OF HIGHLAND, CALIFORNIA c By: E 0 D Title: d c Dated: E (SEAL) w d ATTEST: m Q0 a m W City Clerk o c Approved as to Form: y c 0 v a City Attorney N �. N M N N 0 O N d E CL rn Q Q n s_ Q 0 0 0. Q i m c 0 t cn� I m m i E U y I Q 4IM92 1130 -20- Packet Pg. 1 065 CITY OF LOMA LINDA, CALIFORNIA c By: "m E Title: 0 0 c Dated: (SEAL) E ATTEST: w m N 7 O Q Q City Clerk w 0 Approved as to Form: v N c O U U K City Attorney m N M N N O cn y d Y E Q Q a r 0 a m c 0 m m rn c m E r m Y Q CBB000121DW1 4UZ92 1130 -21- Packet Pg. 1066 i CITY OF REDLANDS, CALIFORNIA C By: c 0 Title: c d c Dated: E w m (SEAL) 0 ATTEST: 0 a M 1n 0 City Clerk c 0 N Approved as to Form: c 0 m a Attorney for Redlands N M N. r r N 0 O N d E 01 a r 0 0 CL Q 0 c 0 m m N C d E r O R Q M00012\DOM1 4UT92 1130 -22- Packet Pg.1067 City of S Bdno Res. 92-161 adopted 5/4/92 CITY OF SAN BERNARDINO, CALIFORNIA c By: E 0 Title: c m Dated: E (SEAL) w ATTEST: u° QO m City Clerk c Approved as to Form: y c 0 U a /City Attorney W. N M N r N 0 O 0 : w 0 07 a Q a r 5 a r 0 Q L Q 0 O d m U) C d E L V N r a GSBM12ND001 4uT92 1130 -23- Pg. 1088 City of S Bdno Res. 92-161 adopted 5/4/92 CITY OF SAN BERNARDINO, I RNIA B`y � E O Q Title: W. R. Ho comb a or c a S Dated: 5/6/92 E (SEAL) d ATTEST: 0 a. y Cit Clerk U 8 c Approved as to Form: d N 0 O / ' 1 y a /City Attorney N M .N... r N 0 O N d w E Q Q a y a r 0 CL 'a R 0 O d K m N M C d E L A a ...,000012\D001 4\17\92 1130 -23- Packet Pg. 1069