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HomeMy WebLinkAboutRS2-Mayor's Office e . e ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ~(Q)[j2))1 REQUEST FOR COMMISSION/COUNCn. ACTION FROM: Tom Minor Mayor SUBJECT: SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY DATE: September 11, 1997 ------------------------------------------------------------------------------------------------------------------------------------------- Synop"j,; of Pre vi OilS Commis!lion/Collnr.il/Cnmmittee Aetion(.liil): Recommended Motinn(.~~ (Mayor and Common Council) MOTION: RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING AMENDMENT NO. I TO A CERTAIN LOAN AGREEMENT WITH THE SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY AND MEMBERS OF SAID AUTHORITY AND REAFFIRMING CERTAIN OBLIGATIONS INCURRED BY THE CITY OF SAN BERNARDINO PURSUANT TO A JOINT POWERS AGREEMENT ESTABLISHING THE SAN ''''''ARDmO"",",,,ATIONAC A~ ' c:;:m-1 '#~ OM MINOR Mayor Contact Person(s): Tom Minor Phone: 5133 Project Area(s): N/A Ward(s): N/A Supporting Data Attached: Memornndllm FUNDING REQUIREMENTS: Amount: $ N/A N/A Source: Budget Authority: None Commission/Council Nnt~: Res 97- ",qo ----------------------------------------------------------------------------------------------------------------- TM:TCS:lmp:arprt.cdc COMMlSSION~... AGENDA. MEETING DATIC~ Agenda Item Number: R.5-J. . ECONONUCDEVELOPMENTAGENCY STAFF REPORT ------------------------------------------------------------------------------------------------------------------ San Bernardino International Airport Authority In October 1996, the members ("Members") of the San Bernardino International Airport Authority ("SBIAA") agreed that rather than incurring the costs of bond financing, the Members would provide loans to the SBIAA in order to finance certain operating and capital budget requirements for fiscal year 1996-97. Under the Loan Agreement entered on October 1, 1996 between the SBIAA and its Members (the "Loan Agreement"), the City of San Bernardino ("City") committed to loan to the SBIAA up to $2,000,000 and the County of San Bernardino ("County") committed to loan up to $1,000,000 to the SBIAA. The other three (3) city Members committed to fund their respective amounts (not to exceed $500,000) no later than June 30,1997, with an extension to September 29,1997. The SBIAA has drawn $643,835 from the County Loan and $1,287,665 from the San Bernardino Loan (as defined in the Loan Agreement) collectively totaling $1,931,500. The funds committed by the City in 1996, were paid by the EDA on behalf of the City. In 1996, the Commission approved a funding arrangement for the EDA under which it was required to pay amounts advanced by the City to the SBIAA in an amount not to exceed $2,000,000. The Agency used funds from the Wells Fargo Bank line of credit. . The SBIAA needs additional operating funds for fiscal year 1997-98, and has requested that the Members consider the adoption of Amendment No.1 to the Loan Agreement to allow for a draw of the unused amounts of the original Loan. The amount to be drawn from the City will not exceed $712,335 and from the County will not exceed $356,165 for the 1997-98 fiscal year. The total will not exceed $3,000,000 in the aggregate for both the County Loan and the San Bernardino Loan for fiscal years 1996-97 and 1997-98. The City has been requested by the SBIAA to now adopt a resolution approving the payment of the remaining portion of the $2,000,000 during fiscal year 1997-98, to allow funds to be drawn through December 15, 1997, and to extend the repayment date to December 31, 1997. There is no further action necessary at this time by the Commission as it duly approved the provision of the full $2,000,000 San Bernardino Loan amount in 1996. It TM:TCS:lmp:arprt.cdc COMMISSION MEETING AGENDA MEETING DATE: 09/1511997 _fc.-'2 Agenda Item Numher: } . . e Economic Development Agency Staff Report San Bernardino International Airport Authority September 11, 1997 Page 2 ---------------------------------------------------------------------------------------------------------------------- The cities of Colton, Highland and Lorna Linda have committed in the Loan Agreement to advance their loan amount in the aggregate of $1 ,500,000 which will have the effect of paying down the County Loan in the amount of $500,000 and the City Loan in the amount of $1,000,000. The Loan Agreement provides that the City and County shall be repaid no later than September 29,1997. The Amendment No.1 to the Loan Agreement would extend this date to December 31, 1997, and extend the date by which the other Members must either fund their respective portions of the Loan or terminate their membership and participation in the SBIAA to December 31, 1997. Based upon the foregoing, staff recommends adoption of the form resolution. --/~~ ToM MINOR Mayor TM:TCS:lrnp:arprt.cdc COMMISSION MEETING AGENDA MEETING DATE: 09/15/1997 Agenda Item Number: f7-?- . e e AMENDMENT NO. 1 TO LOAN AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AGREEMENT is made and entered into as of September __, 1997, by and among the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), the COUNTY OF SAN BERNARDINO (the "County"), the CITY OF "SAN BERNARDINO ("San Bernardino"), the CITY OF HIGHLAND ("Highland"), the CITY OF COLTON ("Colton") and the CITY OF LOMA LINDA ("Lorna Linda"). The County, San Bernardino, Highland, Colton and Lorna Linda are all public bodies, corporate and politic, duly existing under the laws of the State of California, and shall be collectively referred to herein as the "Lenders". WIT N E SSE T H : WHEREAS, the Authority has entered into a certain Loan Agreement with the County, San Bernardino, Highland, Colton and Lorna Linda dated as of October 1, 1996, for the establishment of the County Loan and the San Bernardino Loan and setting forth the obligations of all parties to said Loan Agreement with respect to the funding of loans and the repayment thereof; and WHEREAS, funds pursuant to the County Loan have been disbursed in a principal amount equal to $643,835 with respect to the 1996-97 fiscal year and funds pursuant to the San Bernardino Loan have been disbursed in a principal amount equal to $1,287,665 with respect to the 1996-97 fiscal year; and WHEREAS, it is desirable for the parties to the Loan Agreement to modify certain of the terms and provisions thereof to allow for the disbursement of an amount equal to the remaining funds from the County Loan and the San Bernardino Loan during the 1997-98 fiscal year and to provide for the extension of the date by which the Highland Loan, the Colton Loan and the Lorna Linda Loan shall be funded; and WHEREAS, in order to establish and declare the amendments and modifications to the Loan Agreement with respect to the terms and conditions upon which the Loans (as said term is defined in the Loan Agreement) are to be made, the Authority and the Lenders desire to enter into this Amendment No.1; and -1- . . . WHEREAS, it is thp. intent of the parties that the County and San Bernardino shall authorize draws to be made during the 1997-98 fiscal year for the County Loan in a principal amount not to exceed the previously undisbursed principal of the $1,000,000 commitment from the County and the San Bernardino Loan in a principal amount not to exceed the previously undisbursed principal of the $2,000,000 commitment from San Bernardino through and including December 15, 1997, and unless the then outstanding principal and interest amounts of such loans are repaid in full on or before December 15, 1997, Highland, Colton and Lorna Linda shall be required to fund their respective loans on or before December 31, 1997, or shall be automatically terminated from the membership of the Authority and have no further obligations with respect to the financial participation in the Authority; and WHEREAS, the County, San Bernardino, Highland, Colton and Lorna Linda have taken, or shall take, all requisite official action by their respective legislative bodies to make the commitments to fund loans during the 1997-98 fiscal year or to terminate their membership and participation in the Authority the legal obligations of such members pursuant to applicable California law; and WHEREAS, all acts and proceedings required by law necessary to make this Amendment No. 1 to the Loan Agreement, when executed by the Authority and the Lenders, the valid, binding and legal obligation of the Authority and each of the Lenders, and to constitute this Amendment No. 1 to the Loan Agreement as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and deli very of this Amendment No. 1 to the Loan Agreement have been in all respects duly authorized by the respective parties. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: Section 1.01. Definitions. All capitalized terms as used in this Amendment No. 1 which are not otherwise defined herein shall have the respective meanings as defined in the Loan Agreement. Section 1.02. Amendments to Loan Agreement. The Loan Agreement shall be amended only to the extent and in the manner as herein provided. Unless a particular provision of the Loan Agreement is specifically amended pursuant to this Amendment No.1, each and every term, condition and provision of the Loan Agreement shall remain in full force and effect as therein or as herein provided. -2- {)s -7 . (a) Section 2.06d. of the Loan Agreement shall read as follows: "Disbursement of loan proceeds under (i) the County Loan have been disbursed in a principal amount equal to $643,835 for the 1996-97 fiscal year, and (ii) the San Bernardino Loan have been disbursed in a principal amount equal to $1,287,665 for the 1996-97 fiscal year. An additional $356,165 of potential disbursements under the County Loan for the 1997-98 fiscal have been authorized by the County and an additional $712,335 of potential disbursements under the San Bernardino Loan have been authorized for the 1997-98 fiscal year. All principal amounts of the disbursement of loan proceeds to be made under this Section 2.06 with respect to the 1997-98 fiscal year shall be disbursed by the County and San Bernardino to the Authority on or before December 15, 1997, and all principal as may have been disbursed, together with all accrued interest thereon, shall be paid in full by the Authority in a single payment which shall be due and payable on or before December 31, 1997." (b) Section 2.07a. of the Loan Agreement, last sentence, change "June 30, 1997" to "December 15, 1997" . (c) Add a new Section 2.07d. to read as follows: "Highland, Colton and Lorna Linda have by the adoption of Amendment No. 1 to this Loan Agreement by resolution of the respective city councils authorized the incurring of the funding obligation for the Highland Loan by Highland, the Colton Loan by Colton and the Lorna Linda Loan by Lorna Linda during the 1997-98 fiscal year and within the time periods required under Amendment No. 1 to this Loan Agreement." (d) Section 3.01 of the Loan Agreement, first sentence, change "June 30, 1997" to "December 15, 1997" (e) Section 3.01 of the Loan Agreement, second sentence, change "September 29, 1997" to "December 31, 1997" (f) Section 4.13 of the Loan Agreement, first sentence, delete the phrase ", except as may result from Section 2.06.e" (g) Section 4.13 of the Loan Agreement, change "June 30, 1997" to "December 31, "July 1, 1997" to "January 1, 1998" second sentence, 1997" and change . -3- e . . Section 1.03 . Counterparts. This Amendment No.1 to the Loan Agreement may be executed in one or more counterparts, each of which shall constitute an original. Section 1.04 Inconsistencies. In the event of any inconsistencies between the provisions of this Amendment No. 1 and the original version of the Loan Agreement, it is the desire of the parties hereto that this Amendment No. 1 shall control and all such inconsistencies shall be resolved so as to implement the intent as expressed in this Amendment No.1. -4- eS-2 , - e e e --- <' r "'~\ i'\ ) ..~; ~_.~--<~ -' SBIA\0001\DOC\247 10\10\96 l:OOtjs LOAN AGREEMENT THIS LOAN AGREEMENT is made and entered into as of October 1 , 1996, by and among the SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), THE COUNTY OF SAN BERNARDINO (the "County"), THE CITY OF SAN BERNARDINO ("San Bernardino"), THE CITY OF HIGHLAND ("Highland"), THE CITY OF COLTON ("Colton") and THE CITY OF LOMA LINDA ("Lorna Linda"). The County, San Bernardino, Highland, Co1.ton and Lorna Linda are all public bodies, corporate and politic, duly existing under the laws of the State of California, and shall be collectively referred to herein as the "Lenders". WIT N E SSE T H: WHEREAS, the Authority is a j9int powers authority, duly established and authorized to transact business and exercise powers under and pursuant to a Joint Exercise of Powers Agreement, as amended (the "Joint Powers Agreement") by and among the County, San Bernardino, Highland, Colton, Lorna Linda and the City of Redlands ("Redlands"); and WHEREAS, Redlands has voluntarily withdrawn as a member of the Authority; and WHEREAS, the Authority was established for the purposes of acquiring, operating, repairing, maintaining and administrating the aviation portions of the former Norton Jl.ir Force Base, now known as the San Bernardino International Airport (the "Airport"); and WHEREAS, the Authority has the powers set forth in the Joint Powers Agreement and as provided in the Joint Powers Act, Chapter 5, Division 7, Title 2 of the Government Code of the State of California; and WHEREAS, the Authority desires to borrow money for the purpose of paying certain operating costs and other expenses of the Authority; and WHEREAS, the Lenders individually possess the legal ability and authority to loan funds to the Authority for the purposes specified a~ove (the "Loans") and desire to do 50; and - 1 - (7: ?- . . , . . e . , WHEREAS, in order to establish and declare the terms and conditions upon which the Loans are to be made, the Authority and the Lenders desire to enter into this Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the Authority and the Lenders, the valid, binding and legal obligation of the Authority and each of the Lenders, and to constitute this Loan Agreement as a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in all respects duly authorized by the respective parties. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: - 2 - f'7- ;z e e e ,. ARTICLE I Definitions Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms in this Loan Agreement shall have the respective meanings as defined in this Section 1.01, for all purposes of this Loan Agreement. "Certificate of the Authority" means a certificate in writing signed by the President, Vice President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority in writing for that purpose. "LAIF" means the Local Agency Investment Fund. "Loan Agreement" means this Loan Agreement by and among the Authority and the Lenders, as originally entered into or as amended or supplemented pursuant to the provisions heFeof. "Request of the Authority" means a request in writing signed by the President, Vice-President, Airport Director, Treasurer or Secretary of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose. Section 1.02. Rnles of Constrnction. All references herein to "Articles," "sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II Agreements to Extend Loans Section 2.01. Count v Loan. The County hereby agrees to loan the Authority (the "County Loan") a sum not to exceed One Million Dollars ($1,000,000). The County Loan will be made on the terms set forth in Section 2.06 hereof. Section 2.02. San Bernardino Loan. San Bernardino hereby agrees to loan the Authority (the "San Bernardino Loan") a sum not to exceed Two Million Dollars ($2,000,000). The San Bernardino Loan will be made on the terms set forth in Section 2.06 hereof. - 3 - !S-L . . . " . Section 2.03. Hiahland Loan. Highland hereby agrees to loan the Authority a sum not to exceed Five Hundred Thousand Dollars ($500,000), which loan (the "Highland Loan") will be made on the terms set forth in Section 2.07 hereof. Section 2.04. Colton Loan. Colton hereby agrees to loan the Authority a sum not to exceed Five Hundred Thousand Dollars ($500,000), which loan (the "Colton Loan") will be made on the terms set forth in Section 2.07 hereof. Section 2.05. Lorna Linda Loan. Lorna agrees to loan the Authority a sum not to exceed Thousand Dollars ($500,000), which loan (the "Lorna will be made on the terms set forth in Section 2.07 Linda hereby Fi ve Hundred Linda Loan") hereof. : Section 2.06. Tp.rms Aoolicable to Count v and San Bernardino Loans. The terms on which the County Loan and the San Bernardino Loan will be made are as follows: a. The Authority may draw upon the County Loan and the San Bernardino Loan from. time to time in such principal amounts as requested in a Request of the Authority, so long as the total principal drawn under,. the County Loan does not exceed $1,000,000, and the total principal drawn under the San Bernardino Loan does not exceed $2,000,000, providing that, at each time the Authority seeks to draw upon said loans, the Authority has available to it cash on hand (exclusive of the Highland, Colton and Lorna Linda Loans) in an amount equal to or less than One Hundred Thousand Dollars ($100,000). b. Any draws under this Section 2.06 will be made by way of a Request of the Authority specifying the amount of the draw requested, and shall be accompanied by a Certificate of the Authority certifying that the Authority, as of the date of the Certificate, has available to it funds in an amount equal to or less than $100,000. The Authority shall not make more than two (2) draws under this Section 2.06 in any calendar month. Each Request of the Authority under this Section 2.06 shall be made concurrently to the County and San Bernardino, and shall request one-third of the sums specified in said Request of the Authority from the County and two-thirds from San Bernardino. The County and San Bernardino will each have three (3) business days after the receipt by it of a Request of the Authority seeking each draw, together with the required Certificate of the Authority, within which to pay to the Authority the amount of the draw requested from it. c. The principal amount of said loans will bear simple annual interest at the rate of two (2) points over the LAIF rate in effect at the time each principal amount is received by the - 4 - . I,. . Authority, with said rate being adjusted from time to time as the LAIF rate changes, so as to always be two (2) points over the LAIF rate, with interest accruing on all unpaid principal from the date said principal is received by the Authority until all of said principal is paid in full. d. All of the principal of the loans made under this Section 2.06, together with all accrued interest thereon, shall be paid in full in a single payment due on or before June 30, 1997. Section 2.07. Lorna Linda Loans. The Loan and Loma Linda Loan Term~ Aoolicable to Hiahland. Colton and terms on which the Highland Loan, Colton will be made are as follows: a. Said loans will be made only upon service on Highland, Colton and Lorna Linda of a Request of the Authority, specifying the total amount of the loan requested by the Authority (the UTotal Loan Request"). The Authority may serve more than one Request of the Authority but the total principal amount sought from Highland, Colton and Lorna Linda, from all of the Requests of the Authority may not exceed the sum of One Million. Five Hundred Thousand Dollars ($1,500,000). Any Request of the Authority under this Section 2.07 must be made to Highland, Colton and Lorna Linda concurrently, and must request from each city one-third of the total principal amount indicated in said Request of the Authority. No Request of the Authority under this Section 2.07 may be served prior to June 30, 1997. b. Any principal advanced by Highland, Colton and Lorna Linda under the provisions of this Section 2.07 will bear simple annual interest at the rate of two (2) points over the LAIF rate in effect on the date which said principal is received by the Authority, with said rate being adjusted from time to time as the LAIF rate changes so as to always be two (2) points over the LAIF rate, with interest accruing on all unpaid principal from the date on which any portion of the principal under this Section 2.07 is received by the Authority until all of said principal has been paid in full. c. The Authority shall repay the principal and interest of the loans made under this Section 2.07 when and to the extent financially possible from the available revenues and other funding sources of the Authority. Section 2.08. Subordination of TVDA Loans. The Authority represents that it will consider the Loans made by the Lenders under the provisions of this Loan Agreement to be superior to the various loans previously extended to it by the Inland Valley - 5 - tS--L . . . Development Agency (the "IVDA") agreements, as amended, and that it to be subordinate to the Loans made pursuant to written loan will consider said IVDA loans hereunder. ARTICLE III Default Provisions Section 3.01. Default As to Hiahland Loan. Colton Loan or Loma Linda Loan. In the event that Highland, Colton or Loma Linda fail or refuse to make the loans provided for in this Loan Agreement as and when called for herein on June 30, 1997, then the city or cities so failing shall be in default of this Loan Agreement, providing only that the defaulting city or cities first receive written notice, given in accordance with Section 4.09 hereof, specifying the nature of the default. If a default is established under the provisions of this Section 3.01, the defaulting city or cities shall have until September 29, 1997, to cure any such default by the payment of the required amounts or to be immediately terminated as of such date from membership and participation in the Authority and otherwise as provided in Section 11 of the Joint Powers Agreement, as applicable. Any such defaulting city or cities shall not be liable hereunder to remit to the Authority the full principal amount of their respective loans pursuant to this Loan Agreement as of the effective date of the termination of the defaulting city or cities from the membership and participation in the Authority. Section 3.02. Default As to Countv Loan or San Bernardino Loan. In the event that the County or San Bernardino has advanced principal amounts totaling less than $500,000 in the case of the County or $1,000,000 in the case of San Bernardino, on or before June 30, 1997, then the County or San Bernardino, as applicable, shall be in default of this Loan Agreement, providing only that it first receive written notice, given in accordance with Section 4.09 hereof, specifying the nature of the default. If a default is established under the provisions of this Section 3.02, the defaulting party shall have until September 29, 1997, to cure any such default by the payment of the required amounts or to be immediately terminated as of such date from the membership and participation in the Authority and otherwise as provided in Section 11 of the Joint Powers Agreement, as applicable. The defaulting party shall not be liable hereunder to remit to the Authority any principal amounts as of the effective date of the termination of the defaulting party from the membership and participation in the Authority. The County or San Bernardino will not be considered in default of this Loan Agreement for any refusal or failure to extend loan draws if it has previously extended such draws in a principal - 6 - r--. e . . amount of not less than $500,000 in the case of the County, or $1,000,000 in the case of San Bernardino. ARTICLE IV Miscellaneous provisions Section 4.01. Ootional Pr~navment. The Authority has the right to prepay any portion of the various loans made under the prov~s~ons of this Loan Agreement without penalty at any time and from time to time on a proportionate basis to the Lenders in proportion to the principal amount of the advances then outstanding with respect to each Lender. Any payments made by the Autho~ity shall be credited first to unpaid interest in proportion to the interest then owed to each Lender, and then to unpaid principal in proportion to the principal then owed to each Lender. Section 4.02. Books and Accounts: Financial Statement. The Authority will keep, or cause to be kept, proper books of record and accounts, in which complete and correct entries shall be made of all transactions relating to the loans made under this Loan Agreement. Such books of record and accounts shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Lenders or their representatives authorized in writing. Section 4.03. Fllrth~r Assurances. The Authority and the Lenders, and each of them, will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Loan Agreement. Section 4.04. Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the Authority and the Lenders, any right, remedy or claim under or by reason of this Loan Agreement. Section 4.05. No Aareement. this Loan Agreement may assign or transfer created by this Loan Agreement without the of all of the other parties. None of the parties to any right or obligation express written consent Section 4.06. Arn~ndment. amended by the parties hereto but approval of all parties hereto, governing body of each party. This only in and the Loan Agreement may be writing and with the authorization of the - 7 - rls -~ . . . Section 4.07. Waiver of Personal Liabilitv. No member, officer, agent or employee of the Authority or the Lenders shall be individually or personally liable for the payment of the principal of or interest provided for in this Loan Agreement, but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 4.08. Payment on Business Davs. Whenever in this Loan Agreement any amount is required to be paid on a day which is not a business day, such payment shall be required to be made on the business day immediately following such day. Section 4.09. NotiC'Oes. All written notices to be given under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective 48 hours after deposit in the United States mail, postage prepaid or, or in the case of personal delivery to any person, upon actual receipt at the address set forth below: If to the Authority: San Bernardino International Airport Authority 294 S. Leland Norton Way San Bernardino, CA 92408 Attn: Airport Director If to the County: County of San Bernardino 385 North Arrowhead Avenue San Bernardino, CA 92415 Attn: County Administrative Officer If to the City of San Bernardino: City of San Bernardino 300 North "D" Street, sixth Floor San Bernardino, CA 92418 Attn: City Administrator If to the City of Colton: City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: City Manager If to the City of Highland: City of Highland 26985 Base Line Highland, Ca 92346 Attn: City Manager - 8 - f!~ -i e e e If to the city of Loma Linda: City of Loma Linda 25541 Barton Road Loma Linda, CA 92354 Attn: City Manager Section 4.10. Partial Invaliditv. If any Section, paragraph, sentence, clause or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. Section 4.11. Governina Law. This Loan Agreement shall be construed and governed in accordance with the laws of the State of California. Section 4.12. be executed in one or constitute an original. Connteroarts. This Loan Agreement may more counterparts, each of which shall Section 4.13. Parity of Loans. Each loan made by the Lenders under this Loan Agreement shall be deemed to have equal dignity ana priority with the other loans made hereunder, and no Loan, plus interest thereon, made by any Lender shall have any priority or superior payment position over any other Loan made by the other Lenders pursuant to this Loan Agreement, except as may result from Section 2.06.e. In the event the Loans required by the provisions of this Loan Agreement to be repaid on or before June 30, 1997, are not so paid, and the additional Loans pursuant to the provisions of Section 2.07 are required to be made to the Authority, then commencing on July 1, 1997, and thereafter the provisions of Section 11 of the Joint Powers Agreement shall determine the principal amounts required to be loaned by the Lenders to the Authority for the continued funding of the operations and capital requirements of the Authority. - 9 - ,"" . IN WITNESS WHEREOF, the San Bernardino International Airport Authority, the County of San Bernardino, the City of San Bernardino, the City of Highland, the City of Colton and the City of Loma Linda have caused this Loan Agreement to be signed by their respective officers, all as of the day and year first above written. SAN BERNARDINO INTERNATIONAL AIRPORT AUTHORITY ~~~l.;r~ ATTEST: By: '--f0..~d . (!.$- Assistant Secretary to the Board . APPROVED AS TO FORM: BY:<""~~ Autho i Counsel TIMOTHY J. SABO . - 10 - e5 - Z- . . . ,. ATTEST: By: _____ ---- ----- By: FORM: ~ nsel COUNTY OF SAN BERNARDINO By: ~cc..~ ~~J'.P'1 <--; Name: Marsha Turoci T1 tle: Chairman, Board of Supervisors County of San Bernardino DATE: October 1, 1996 Agreement No. 96-924 By - 11 - . . e ATTEST: By: .~ C-.L,A Ci Clerk APPROVED AS TO FORM: _~h) ': Ci t torney CITY OF SAN BERNARDINO -;- ~-Y0--1dljh~ 1-rlllVl. /I\tNOrl. fYIPND II- By: Name: Title: - 12 - Y"5 -'7 . e . " " By: Name: M T1 tle: Mayor ATTEST: . By: Ab '-' " L Of. Cht~ City Clerk Debbie L. Anderson APPROVED AS TO FORM: By: : - 13 - P,,-? , . e e e CITY OF COLTON By: Name: Title: 1"h4 ATTEST: By: -/J~it.t.-4 -~(~t~&I, ~ t'City Clerk zr-- ( By: - 14 - -Pc, - 7 e e e ~ ~ , .. ATTEST: By: Y2../L,) ~A1/A-tJ '{!-..,J.. . Ci ty Cler CITY OF Ld~ ~~JQ~ J:~ T~tle: ~ ____ "'-^' IT V - 15 - ,pc; ~ 7