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HomeMy WebLinkAbout87-64 - Inter-County Airport Authority & 1st Southwest CompanyRESOLUTION No. 87 -64 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING CERTAIN AMEND- MENTS TO THE JOINT POWERS AGREEMENT CREATING THE INTER - COUNTY AIRPORT AUTHORITY AND FIRST SOUTHWEST COMPANY. WHEREAS; the City of Newport Beach has entered a Joint Powers Agreement creating the Inter- County Airport Authority; and WHEREAS, certain amendments to the Joint Powers Agree- ment which are attached as Exhibit'A and incorporated herein by reference have been approved and recommended by the Governing Board of the Inter - County Airport Authority; and WHEREAS, the Inter - County Airport Authority has entered into an Operating Agreement with Inter- County Airport Management Services, Inc. (ICAMS); and WHEREAS, Inter - County Airport Management Services, Inc. has entered into a financial agreement with First Southwest Com- pany; and WHEREAS, the Inter - County Airport Authority Governing Board has approved and recommended termination of the Operating Agreement with Inter- County Airport Management Services, Inc.; and WHEREAS, a condition of such termination is assumption of the financial contract with First Southwest Company; and WHEREAS, the Governing Board of the Inter - County Airport Authority has approved and recommended the financial contract with First Southwest Company, which is attached as Exhibit B and incor- porated herein by reference. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Newport Beach hereby approves the amendments to the Joint Powers Agreement and the financial agreement attached hereto as Exhibits A and B respectively, and authorizes the Mayor, City Clerk, and Council Representative to the Inter- County Airport Authority Governing Board to execute such agreements as appropriate. 0 ADOPTED, this llth ATTEST: CITY CLERK Attachments JOINT POWERS AGREEME14T OF 1974 BETWEEN PARTICIPATING CITIES CREATING THE INTER - COUNTY AIRPORT AUTHORITY THIS agreement originally in existence as of June 1, 1974, is made and entered into by PARTICIPATING CITIES who are signatory herein, for the purpose of creating an INTER••COUNTY AIRPORT AUTHORITY. The cities who are signatory hereto, are •referenced as "PARTICIPATING CITIES." RECITALS WHEREAS, the PARTICIPATING CITIES deem it necessary and desirable and for the best interests of their inhabitants to establish, purchase and operative public works to furnish such inhabitants with transportation by means -:of an .Airport to be established in the Orange County- Riverside County -San Bernardino County Area. Said Airport is sometimes referred to herein as the "INTER- COUNTY AIRPORT" or "AIRPORT." NOW, THEREFORE, THE PARTICIPATING CITIES WHO ARE SIGNATORY HEREIN, FOR AND IN CONSIDERATION OF THEIR MUTUAL PROMISES AND AGREEMENTS AS HEREIN PROVIDED DO AGREE AS FOLLOWS: SECTION 1: Purposes of Agreement and Common Powers to be Exercised This Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the! Government Code of the State of California (commencing with Section 6500, hereinafter sometimes called "Act ") relating to the joint exercise of powers common to public agencies, in this case being PARTICIPATING CITIES executing this agreement, each of which is , thor•ized to co.;.ract with the other pursuant thereto. The purposes of this Agreement are to create the INTER - COUNTY AIRPORT AUTHORITY, to provide for the establishment, acquisition, purchase, ownership, financing, operating, management, e� c maintenance, repair, improvement and construction of an Inter - County Air- port. Each public agency has in common the powers to establish, acquire, purchase, own, finance, operate, manage, maintain, repair, improve, and construct such facilities for such purposes. The foregoing purposes will be accomplished and common powers exercised in the manner hereinafter set forth. ., SECTION 2: Inter - County Airport Authority (A) Creation of Authority: Pursuant to Sections 6506 and 6507 of the Act, there is hereby created a public entity to be known as the "INTER- COUNTY AIRPORT AUTHORITY," hereinafter sometimes referred to as "AUTHORITY." The AU- THORITY shall be a public entity separate and apart from the PARTICIPAT- ING CITIES. The debts, liabilities, and obligations of the AUTHORITY, or r any person contracting with the AUTHORITY; shall not constitute debts, liabilities or obligations of the PARTICIPATING CITIES. (B) Governing Board: - The AUTHORITY shall be administered by a Governing Board consisting of such number of representatives determined as hereinafter set forth, each serving in his or her individual capacity as a member of the Governing Board. Such Governing Board shall be called the "Governing Board of the INTER - COUNTY AIRPORT AUTHORITY." All voting power shall re- side in the Governing Board. The Governing Board of the AUTHORITY shall consist of at least one (1) representative per PARTICIPATING CITY. It will be the right of each PARTICIPATING CITY to have up to three (3) representatives. Each representative serving on the Governing Board shall be an elector of the PARTICIPATING CITY he or she represents, at all times during his or her term of office, which shall be four (4) years, commencing on July of the 5 -T1 -87 -2- year of his or her appointment; provided„ however, that in order to as- sure continuity, initial terms of all representatives shall be staggered for one (1), two (2), three (3), and four (4) year terms as determined by lot. No representative of any PARTICIPATING CITY shall have an alternate. Ea6i representative of a PARTICIPATING CITY shall be appointed by the Mayor, subject to ;confirmation by the City Council of the PARTICIPATING CITY he or she represents. -Any vacancy which occurs in the Governing Board shall be filled by new appointment. Each PARTICIPATING CITY shall have only one (1) vote on matters coming before the Governing Board whether or not that PARTICIPATING CITY has more than one (1) representative. Where more than one (1) representative for a PARTICIPATING CITY has been selected, the PARTICIPATING CITY shall designate which representative is the first f entitled to vote and ( the order of priority under which the representatives are entitled to vote if one is absent and more than one has been selected to represent a PARTICIPATING CITY. At least one (1) of the representatives of a PARTICIPATING CITY shall be an elected official of that CITY. The initial term of all members of the Governing Board of the AUTHORITY shall be deemed to commence on the execution of this Agreement. (C) Meetings of the Governing Board: (1) Regular Meetings The Governing Board of the AUTHORITY shall provide for its regular meetings. The date, hour and place of holding of regular meetings shall be fixed by Resolution of the Governing Board. A copy of such Resolution shall be filed with each City. 5 -11 -87 ••3- e c (2) Ralph M. Brown Act All meetings of the Governing Board of the AUTHORITY, including, without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the Government Code), as amended. (3) uorum A quorum of the Governing Board of the AUTHORITY shall exist for the transaction of business when there is one (1) representative present - €rpm three (3) cities, except that less than a quorum may adjourn from time to time. (D) Officers and =Duties (1) Chairman The Governing Board of the AUTHORITY shall elect one of its members as Chairman. The Chairman's term of office shall be two (2) years and until his successor takes office. The Chairman of the Governing Board shall preside at its meetings and shall perform such other duties as are specified by the Governing Board. (2) Vice Chairman The Governing Board of the AUTHORITY shall elect one of its members Vice Chairman. The Vice Chairman's term of office shall be two (2) years and until his successor takes office. The Vice Chairman shall perform all the duties of the Chairman in the absence of the Chairman or in the event of the Chairman's inability to perform such duties. 5 -11 -87 -•4- (3) Executive Director The Executive Director shall be appointed by the Governing Board of the AUTHORITY and shall serve at the pleasure of the Governing Board. The Executive Director shall be an employee of a PARTICIPATING CITY. The -Executive Director shall be the Chief Administrative Officer and shall be responsible for the minutes and other records of the proceedings of the Governing Board and sha11 perform such other administrative duties as are specified by the Governing Board. (4) Treasurer The Treasurer of the AUTHORITY shall be the Treasurer of STANTON serving ex officio as Treasurer of the AUTHORITY. Any resolution for the " issuance of revenue bonds of the AUTHORITY may provide for a trustee to receive, have custody of, and disburse AUTHORITY funds. Subject to the a'pplicabie provisions of such a resolution of issuance, the Treasurer shall have custody of all the money of the AUTHORITY, from whatever source, and he shall: (a) Receive and receipt for all money of the AUTHORITY and place it in an account established by the AUTHORITY; (b) Be responsible upon his official bond for the safekeeping and disbursement of all AUTHORITY money so held by him; (c) Pay, when due, out of money of the AUTHORITY so held by him, all sums payable on outstanding bonds and coupons, of the AUTHORITY. 5 -T1 -87 -5- (d) Pay any other .sums due from the AUTHORITY from AUTHORITY money, or any portion thereof, only upon warrants of the Controller of the AUTHORITY: (e) Verify and report in writing on the first day of July, October, January and April of each year to the AUTHORITY and to each PARTICIPATING CITY the amount of money he holds for the AUTHORITY, the amount of receipts since his last report, and the amount paid out since his last report; and (f) Perform such other duties as are specified by the Governing Board. (4) Controller The officer of STANTON performing the functions of Finance Director shall be and serve ex officio as Controller of the AUTHORITY. The Controller shall establish and maintain such accounts, books and records as may be required by good accounting practice or by any provision of any resolution for issuance of bonds of the AUTHORITY and he shall perform such other duties as are specified by the Governing Board. There shall be strict accountability of all funds and report of all receipts and disbursements. The accounts, books and records of the AUTHORITY shall be open to inspection at all reasonable times by representatives of each PARTICIPATING CITY. The Controller shall draw warrants to pay demands against the AUTHORITY when the demands have been approved by the Governing Board. The Controller shall, with the approval of the Governing Board, contract with a certified public accountant to -6- make an annual audit of the accounts and records of the AUTHORITY. The minimum requirements of the audit shall be those applicable to STANTON and shall conform to generally accepted auditing standards. A report thereof shall be filed as public records with each PARTICIPATING CITY. Such reports shall be filed within twelve (12) months of the fiscal year under examination. (5) Attorne The Attorney for the AUTHORITY shall be the duly appointed and acting City Attorney (or his duly authorized deputy) of a PARTICIPATING CITY (in the order of participation) on a rotational basis for one year, serving ex officio as Attorney for the AUTHORITY. The Board shall annually have the discretion to determine that if it is in the best interest of PARTICIPATING CITIES to reappoint the AUTHORITY Attorney without regard to a rotational basis, it may do so with the consent of the Attorney and the City he or she represents. The Attorney for the AUTHORITY or his designated deputy shall attend all meetings of the Governing Board, but his absence shall not affect the validity of any meeting. The Attorney shall perform such other duties as are specified by the Governing Board. In case such Attorney is disqualified, the Board may employ other counsel to serve in the matter involved. SECTION 3: Powers The INTER - COUNTY AIRPORT AUTHORITY shall have the powers common to the PARTICIPATING CITIES set forth in Section 1, as limited by this Agreement. The AUTHORITY, by and through its Governing Board, is hereby authorized, in its own name, to do all acts necessary, convenient or appropriate for the exercise of said common powers for the purposes set forth in Section 1 and to do any or all of the following: -7- (A) To make and enter into contracts, including agreements necessary to comply with procedural requirements in connection with any federal or state grants; (B) To employ agents and employees; (C) To acquire, construct, manage, maintain or operate any buildings, works or improvements; (D) To acquire, hold or dispose of property; (E) To incur debts, liabilities, or obligations which do not constitute debts, liabilities or obligations of the PARTICIPATING CITIES; (F) To sue.and be sued in its own name; (G) To receive gifts, contributions and .donations of property, funds, services and other forms of assistance from persons, firms, corporations and any governmental entity provided that any such gifts, contributions or donations are consented to by the AUTHORITY in each instance; (H) To issue revenue bonds pursuant to Article 2, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6540), if such Article becomes applicable, including in such authorization, authorization to exercise the additional power granted by Section 6547.1, and also the power to issue funding, or refunding bonds, and also to issue revenue bonds under any other applicable laws of the State of California; (I) To. fix the compensation paid to the Governing Board, Executive Director, Treasurer, Controller and Attorney; (J) To fix the duties, compensation and other terms and conditions of employment of other officers and employees, all of whom shall serve at the pleasure of the Governing Board; 10 C� C (K) To adopt reasonable rules and regulations for the conduct of the Airport and to prescribe, revise, and collect charges for services, facilities and use thereof. Such powers shall be exercised in the manner provided in the Act, and, except as expressly set forth herein, subject only to such restrictions upon the manner of exercising such powers as are imposed • upon STANTON in the exercise of similar powers. SECTION 4: Fiscal Year The Governing Board of the AUTHORITY shall fix the fiscal year of the AUTHORITY. The fiscal year of the AUTHORITY shall be July 1 to June 30 until' changed by the Governing Board. SECTION 5: Official Bonds The public officers (namely, the Controller and the Treasurer) herein designated as the persons responsible for any monies of the AUTHORITY are hereby also designated as responsible for all other property of the AUTHORITY. The Controller shall file an official bond in the amount of $10,000 and the Treasurer shall file an official bond in the amount of $10,000. Each member of the Governing Board shall file an official bond in the amount of $5,000. All bond premiums shall be paid by the AUTHORITY. SECTION 6: Payments and Advances The PARTICIPATING CITIES may, in appropriate circumstances, or when required by this Agreement. (a) make contributions from their treasuries for the purposes set forth in this Agreement; (b) make payments of public funds to defray the cost of such purposes; (c) make advances of public funds for such purposes, such advances to be repaid as provided in this Agreement; or (d) use personnel, equipment or property in lieu of other contributions or advances. The Governing Board shall determine the charges to be made against. the AUTHORITY for the services of the Treasurer and Controller. The provisions of Government Code Section 6513 are hereby incorporated into this Agreement. Nothing contained in this section or elsewhere in this Agreement in any way obligates any PARTICIPATING CITY, to be indebted or incur or spend any sum of money without first having the majority vote of the legislative body of said PARTICIPATING agency. Nothing contained herein is to be construed as granting said consent in advance notwithstanding the fact that federal funds may or may not be available without express financial contributions or guarantees from :those cities participating herein. SECTION 7: Initial Procedure The AUTHORITY shall initiate the following initial procedures to implement this Agreement. (A) Examine all potential airport sites in sufficient detail to permit a factual comparison of alternative sites prior to selecting one site for layout planning and, if a site is selected, to prepare a conceptual schematic plan for the airport sufficient to meet Federal Airport Master Plan requirements and permit public evaluation at public hearings. (B) Completion of the Federal Airport Master Plan, including, without limitation, complete environmental impact studies and such other proceedings as required by the State and Federal Governments. Prior to incurring any expenditure in connection with the above initial procedures, or any other expenditure in connection with this Agreement, the AUTHORITY created hereunder, must submit a proposed budget for the related expenditures and receive the express consent of each city which is a .party hereto, as a condition precedent to the City's -10- responsibility for contributing to the financing thereof as provided in Section 6 above. In this respect, no city which is a participant to this Agreement intends to incur any costs in connection with the Joint Powers Authority created herein without the prior consent and approval of each city, notwithstanding any other provision in this Agreement, and any city that is a party hereto may withdraw from this agreement following completion and review by Federal State and local authorities of the Federal Master Planning Study upon giving the other parties hereto thirty (30) days prior written notice of such withdrawal. In the event that any city so withdraws, it shall not be responsible for any expenditures other r than those previously authorized by it. Nothing contained in this section or elsewhere in this Agreement in any way obligates any PARTICIPATING CITY, to be indebted or incur or spend any sum of money wiithout first having the majority vote of the legislative body of said PARTICIPATING agency. Nothing contained herein is to be construed as granting said consent in advance notwithstanding the fact that federal funds may or may not be available without express financial contributions or quarantees from those cities participating herein. SECTION S: Initial Financing Subject to the approval conditions provided in Section 7 above, each PARTICIPATING CITY shall advance public funds to the AUTHORITY in amounts which will enable the AUTHORITY to prepare an estimate of the amount of money needed to complete the Initial Procedure referred to in Section 7, such funds to be advanced by each PARTICIPATING CITY in the proportion to the respective assessed valuations of taxable property. The estimate shall state the amount required from each PARTICIPATING CITY and the amount of funds estimated to be received from the Federal and -11- State Governments. Each PARTICIPATING CITY shall cooperate with" the AUTHORITY in processing applications for Federal and State funds. If the estimate is approved by each PARTICIPATING CITY, each PARTICIPATING CITY shall advance the amount of money required from the PARTICIPATING CITES in proportion to the respective assessed valuations • of taxable property. Such initial sums advanced by the PARTICIPATING CITIES are to be repaid from the proceeds of the permanent financing, if such repayment does not unduly burden the financing, or, otherwise, from surplus airport revenues. Nothing contained in this section or elsewhere in this Agreement in. any way obligates any PARTICIPATING CITY, to be indebted or incur or spend any sum of money without first having the majority vote of the legislative body of said PARTICIPATING agency. Nothing contained herein is to be construed as granting said consent in advance notwithstanding the fact that federal funds may or may not be available without express financial contributions or guarantees from those cities participating herein. SECTION 9: Acquisition and Construction The AUTHORITY shall take the necessary proceedings to finance the acquisition and construction of the Airport following approval by the Site Selection and Master Planning Study if an approved site is elected. It shall submit to each PARTICIPATING CITY a Plan of Development. The Plan of Development shall show the land to be acquire, the facilities t3 be constructed, the financing arrangements necessary to accomplish the development and any other details material to the proposal. The AUTHORITY shall proceed with the Plan of Development when it has been approved by the PARTICIPATING CITES. Any Plan of Development shall _12_ require the AUTHORITY to maintain and operate the Airport itself or through its agent or agents or contractor or contractors. SECTION 10: Term, Amendments, Termination This Agreement shall be effective when signed by each PARTICIPATING CITY, may be amended by mutual consent, and shall continue until terminated by mutual consent, provided, however, this Agreement cannot be terminated until (1) all financing obligations issued pursuant hereto, and the interest thereon, shall have been paid in full or adequate provision for such payment shall have been made, and (2) if such termination would adversely affect the maintenance and operation of the Airport. If this Agreement is terminated as provided above, any property acquired as a result of the joint exercise of powers shall be divided or distributed in accordance with the mutual agreement of the PARTICIPATING CITIES. After completion of the purpose of this Agreement, to wit, upon termination thereof, any surplus money on hand shall be returned to the PARTICIPATING CITIES in proportion to the contributions made in accordance with the mutual agreement of the PARTICIPATING CITIES. SECTION T1: Operating Memoranda It is recognized that establishment, purchase, financing, maintenance and operation of the Airport will require a close degree of cooperation. It is to preserve flexibility that certain items have been covered in this Agreement in general terms only with the understanding that details were to be set forth in "operating memoranda." Each operating memoranda shall be approved by the AUTHORITY and each PARTICIPATING CITY and shall be attached here to as an addendum and -13- become a part hereof and may be changed and amended from time to time as necessary with further approvals. SECTION 12: Notices Notices hereunder -shall be sufficient if delivered to each PARTICIPATING CITY addressed to the City Clerk at the City Hall of such CITY in such CITY, and if delivered to the AUTHORITY addressed to the Executive Director of the AUTHORITY. SECTION 13: Severability If any section, subsection, sentence, clause or phrase of this Agreement, or the application thereof, to the AUTHORITY or to the PARTICIPATING CITIES or to any other person or circumstance, is for any reason held invalid, it shall be deemed severable and the validity of the remainder of the Agreement, or the application of such provision to the other public agencies or to any other person or circumstance, shall not be affected thereby. Each party hereto hereby declares that it would have entered into this Agreement, and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that one or more sections, subsections, clauses or phrases, or the application thereof to the AUTHORITY or to the PARTICIPATING CITIES, or to any other person or circumstances, might be held invalid. IN WITNESS WHEREOF, the parties have caused this Joint Powers Agreement of 1974, as revised on July 27, 1983, September 13, 1983, and 5 -11 -87 -14- • May 11, 1987, between the PARTICIPATING CITIES creating the INTER - COUNTY AIRPORT AUTHORITY to be signed by their respective officials heretofore duly authorized by the legislative bodies thereof. CITY OF STANTON By Mayor ATTEST: Deputy City Clerk Date of Signing: } CITY OF GARDEN GROVE By Mayor ATTEST: City C I er Date of Signing: CITY OF NEWPORT BEACH i ATTEST: ,ty Clerk 5462G/1141A 5 -11 -87 CITY OF SANTA ANA By Mayor ATTEST: ' Assistant 1 y er Date of Signing: CITY OF ANAHEIM ATTEST: City er Date of Signing: Date of Signing: Iy 7 .0. AGREEMENT This Agreement made , 1987 by and between First Southwest Company, Dallas, Texas (hereinafter called "Financial Consultants' ), and • Inter- County Airport Authority (hereinafter called "ICAA" ), a joint power authority created under the laws of the State of California by Joint Powers Agreement dated June 1, 1974, as amended. WHEREAS, on August 21, 1974, an Operating Agreement was entered into between ICAA and Inter- County Airport Management Services, Inc. (hereinafter called "ICAMS "). The purpose of said Operating Agreement was to obtain the assistance and expertise of ICAMS in providing for the planning of an airport to serve the demand areas of Orange, San Bernardino and Riverside Counties, California (the "Airport Project "), and thereafter, if the Airport Project proceeds, to acquire the Airport Site and to supervise and manage the planning, develepment, financing, operating, management, maintenance, repair, improvement and con- struction of an airport and related facilities. WHEREAS, on December 14, 1976, First Southwest Company entered into an agreement (the "Financial Consultant Agreement ") whereby First Southwest Company would act as Financial Consultants to ICAMS on the Airport Project. WHEREAS, ICAA and ICAMS have agreed to terminate said Operating Agree- ment and thereafter ICAA will perform the above tasks heretofore undertaken and to be undertaken by ICAMS. WHEREAS, by this Agreement, said Operating Agreement and the Financial Consultint Agreement shall be terminated upon the full execution of this Agree- ment and ICAA thereafter shall issue its bonds, notes or other debt instruments -1- EXHIBIT B 0 M (hereinafter collectively the "debt instruments ") and Incur other obligations and make expenditures for the Airport Project and all related purposes. WHEREAS, Financial Consultants pursuant to this Agreement will serve as an independent contractor and Financial Consultant to ICAA with respect to the Airport Project financing heretofore required under the aforementioned Financial Consultant Agreement of December 14, 1976. NOW, THEREFORE, it is agreed as follows: (a) ICAA will assume the obligations of ICAM to Financial Consultants with respect to the issuance of ICAM's Revenue Bond Anticipation Notes to Financial Consultants, which Notes are listed on Schedule A attached hereto and made a part hereof. (b) ICAA will assume the obligations of ICAM for all expenses incurred by Financial Consultants during the term of the Financial Consultant Agree- ment, such expenses amounting to $21,839.57 as of January 1, 1987. ICAA will also assume responsibility for the cost of a preliminary feasibility study provided by First Southwest Company in 1932 at a cost of $8,685.00. (c) Financial Consultants agree to perform the following duties as well as such other duties and functions as may be necessary or advisable, the following being by way of illustration and not intended as a limitation of the responsibilities of Financial Consultants in any way: (1) Prepare and submit a plan for the issuance of debt instruments which shall include maturity schedules deemed most advantageous to ICAA, an option for prior redemption, an analysis of the financial resources available for the payment of the debt instruments, a recom- mendation of the security provisions for the debt instruments, a - 2 - !9 C • C C c recommendation of the flow of funds and rate covenants, and a list of recommended steps that should be taken before any debt instruments are issued. (2) Prepare and assemble the arithmetical computations pertaining to the debt instruments to be issued, nn order to anticipate and provide for appropriate payments of principal and interest. (3) Advise on current market conditions, forthcoming debt issues, and furnish other general information and economic data which might normally be expected to influence interest rates, so that debt instru- ments may be marketed at a time most favorable for securing a minimum effective interest rate. (4) On each issue of debt instruments Financial Consultants will recommend one of the following methods of selling such debt instru- mer . that in the opinion of the Financial Consultants is most advan- tage: 1.;s t,% ICAA: (a) Competitive Bidding - Unless requested in writing to sub- mit a bid for the debt instruments, Financial Consultants will not be members of any bidding syndicate. (b) Negotiated Sale - Financial Consultants will recommend one or more investment banking firms to manage an underwriting syndicate for the purpose of negotiating the purchase of the debt instruments, and in no event will Financial Consultants partici- pate directly or indirectly in the marketing of such debt instru- ments. - 3 - may be required for the preparation of such approving legal opinions. Fees and charges of said Bond Counsel will be paid by ICAA. (8) Financial Consultants will furnish and have printed in sufficient quantities for distribution a Legal Investment Survey and a Blue Sky - 4 - 9 (c) Private placement - if so requested by ICAA, Financial Consultants will act as agent for and on behalf of ICAA to place privately the debt instruments directly with institutional investors for a placement fee to be mutually agreeable to ICAA and Financial Consultants. If Financial Consultants are not requested to place privately debt instruments designated to be so placed, Financial Consultants will recommend another investment banking firm to act as agent on such private placement, if so requested by ICAA. (5) Supervise the issuance, sale and delivery of the debt instruments, including the furnishing of all necessary paper work incident thereto. (6) Prepare and submit all financial data that may be requested by any agency of the State of California; the United States America, of or any other govern mer a..' agency, for the purpose of obtaining grants in aid of construction fre- ^ s, :h governmental agencies, for the purpose of obtaining permits, rulings, and appraisals, and specifically for the purpose of obtaining any ruling from the Internal Revenue Service. (7) Work with Bond Counsel, to be selected and retained by ICAA, which Bond Counsel will also furnish the usual final unqualified approving legal opinion on all debt instruments. Financial Consultants will assemble and transmit to the Bond Counsel such financial data as may be required for the preparation of such approving legal opinions. Fees and charges of said Bond Counsel will be paid by ICAA. (8) Financial Consultants will furnish and have printed in sufficient quantities for distribution a Legal Investment Survey and a Blue Sky - 4 - 9 Memorandum prepared and executed by Bond Counsel. If the debt instruments are sold at negotiated sale, the legal fees and printing expense will be paid by the Underwriters and if such issues are sold at competitive bids the ICAA will pay the fees of said Bond Counsel, which ICAA will name in the Notice of Sale and Bidding Instructions. (9) Prepare the Preliminary Official Statement, final Official State- ment, Notice of Sale and Bidding instructions, if applicable, and other related documents for reproduction and distribution to all interested bidders, underwriting account managers and members, banks, life, fire and casualty insurance companies, investment counselors and other prospective purchasers of the debt instruments and also attend to publishing the Notice of Sale and 'Bidding Instructions, in a recognized trade journal. Financial Consultants shall be represented at 'the sale of C the debt instruments and shall be res�,-rislble for submitting to ICAA its recommendation on whether to acce?T reject any proposal of the Underwriters or the bidders, as the case may be. It is further understood and agreed that Financial Consultants will not directly or indirectly participate for their own account or with others in the sale of the debt instruments except as set out in 4(a) hereinabove. Financial Consultants will act as agent and advisor only to ICAA. The cost of printing the abovementioned documents is to be paid by ICAA. (10) Submit to Moody's Investors Service and to Standard be Poor's ( Corporation such financial and economic data necessary to assure the best rating possible of the debt instruments. Financial Consultants will submit such data at a formal presentation to each rating service. Any - 5 - c fees or expenses incurred in obtaining a rating from either or both rating services are to be paid by ICAA. (11) Agree to do or cause to be done all the work incident to printing, approval and registration of the debt instruments, including delivery to the purchaser at any Federal. Reserve City. The cost of printing and expense of delivery of the debt instruments is to be paid by ICAA. (12) Prepare a complete summary of semi - annual payments of prin- cipal and interest of all debt instruments as such will become due and payable, for submission to ICAA, to the Trustee and paying agent banks. (13) Financial Consultants will work with all consultants designated by ICAA to prepare a feasibility report on the Airport Project. Said report will be appended to the Official Statement of all debt instruments when appropriate. The Ifees of the said consultants are to be provided for in accordance with the terms set forth on sub paragraph. f',. hereof. (14) When necessary, Financial Consultants will wt,., pith Certified Public Accountant to ICAA in providing a summary of the financial reports of ICAA and in obtaining any necessary "comfort letters" as to the accuracy, completeness and fairness of said reports. The fees of the Certified Public Accountant are to be paid by ICAA. (15) If requested by ICAA: (a) Financial Consultants will arrange for and conduct informa- tion meetings in major cities to assist in the development of a market for the debt instruments. C (b) Financial Consultants will also arrange for a tour of the Airport Site for interested investors if deemed advisable by ICAA. Any travel expense for the information meetings will be paid for by ICAA. (16) Attend any and all meetings of the ICAA whenever Financial • Consultants may be of assistance and the subject of financing or airport contracts are to be discussed. (17) When requested by ICAA in writing, Financial Consultants will review and assist in the negotiation of any contracts with airlines and /or other airport users, construction contracts, debt instrument resolutions, trust indentures, and purchase agreements under con- sideration by ICAA. (13) Financial Consultants will assist in the preparation and any presentation that may be required to obtain legislation necessary for granting of adaitional powers to ICAA including but not limited to t Y authority to issue debt instruments. (19) In consideration of the professional services heretofore rendered to )CAh1S and to be rendered under this agreement, ICAA, on each installment of bonds or other debt instruments, agrees to pay the Financial Consultants, and Financial Consultants agree to accept, a fee of $2.95 per $1,000 par amount of debt instruments, with a minimum fee of $25,000 per issue of debt instruments, plus reimbursement of any expenses incurred by Financial Consultants at the request of ICAA. (20) This agreement shall terminate on December 12, 1993, provided however, that if all of the obligations under this agreement on the part of Financial Consultants have been performed, Financial Consultants -7- shall have the option to renew this agreement for an additional five (S) years. (c) The aforementioned duties of Financial Consultants shall be performed with due diligence and in accordance with the highest standards of professional care. Financial Consultants, and their agents and employees, shall devote such time to the performance of their duties under this agreement as is reasonably necessary for a satisfactory performance. Neither this agreement nor any duties or obligations hereunder shall be assignable by Financial Consultants without the prior written consent of ICAA: (e) The validity of this agreement and any of its terms or provisions as well as the rights and duties of the parties hereunder shall be governed by the laws of the State of California, and, the place of making this agreement shall be the County of Orange, State of California. (f) ICAA shall have the right to terminate this agreement in its entirety or to enforce this agreement by any appropriate remedy Immediately upon the happening of any of the following events: 1. Filing of a petition, voluntarily or involuntarily, for the adjudication of the Financial Consultants as a bankrupt; 2. The making by the Financial Consultants of any general assignment for the benefit of creditors; - 8 - (d) if any action at law or equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney fees in addition to any other relief to which it may be entitled. (e) The validity of this agreement and any of its terms or provisions as well as the rights and duties of the parties hereunder shall be governed by the laws of the State of California, and, the place of making this agreement shall be the County of Orange, State of California. (f) ICAA shall have the right to terminate this agreement in its entirety or to enforce this agreement by any appropriate remedy Immediately upon the happening of any of the following events: 1. Filing of a petition, voluntarily or involuntarily, for the adjudication of the Financial Consultants as a bankrupt; 2. The making by the Financial Consultants of any general assignment for the benefit of creditors; - 8 - • Cs 3. The occurrence of any act which operates to deprive the Financial Consultants permanently of the ability to perform its duties under this agreement, except suspension of operations resulting from war or national emergency; 4. The failure of Financial Consultants or either of them to perform, keep and observe any and all of the terms, covenants, and conditions herein contained on the part of the Financial Consultants to be performed, kept, or observed after the expiration of Ten (10) Days from the date written notice has been given to Financial Consultants by ICAA to correct such default or breach; 5. Termination of'th� Joint Powers Agreement except as provided in (g), below: (g) It is hereby agreed and understood that if in the future it is determined that it is in the best interest of the development of the Airport Site contemplated by this agreement that a successor agency, authority or other public entity or entities (the "Successor ")assume the responsibility for project development, this agreement with the Financial Consultants shall be assigned to the successor of ICAA and any agreement with such successor shall provide for ratification and assumption of this Agreement in its entirety hereunder concurrently with any Agreement with the Successor to assume project responsibility. After proper notification to the Financial Consultants that ratification and assumption of this Agreement in its entirety has been made by the Successor, ICAA will no longer have any commitment or obligation to the Financial Consultants. -9- (h) All notices, statements, requests, consents, approvals, authorizations, agreements, appointments or designations hereunder by either party to the C other shall be in writing and shall be sufficiently given if served upon the other party, or sent by United States Mail to Financial Consultants, 800 Dallas Building, Dallas, Texas 75201_, and to ICAA, 116A west Fourth Street, Santa Ana, California 92701, or at such other addresses as the parties shall designate for such purpose. G) Upon approval of the Airport Site by appropriate government authorities, ICAA may issue Bond Anticipation Notes to Financial Consultants with the proceeds thereof to be used to pay the fee of a nationally recognized consultant who would prepare an economic feasibility report of the Airport Project, the Notes to be payable from the proceeds of ro debt instruments. Notes shall bear interest at the rate of 10% per annum. IC.AA and Financial Consultant agree that the payment of the compensation required under this Agreement will be made from the issuance of debt instruments for the .Airport Project, it being understood that ICAA assumes no liability for the payment of any sums other than from the issuance of such debt instruments. - 10 - C. This Agreement, when accepted by ICAA and Financial Consultant and approved by ICAMS, will constitute the entire agreement for the purposes and considerations herein specified. Acceptance will be indicated by the signatures of the Chairman of ICAA upon approval of a resolution by the ICAA; and by First Southwest Company. Dated: FIRST SOUTHWEST COMPANY By: President Dated: INTER- COUNTY AIRPORT AUTHORITY By: Chairman APPROVED: INTER- COUNTY AIRPORT MANAGEMENT SERVICES, INC. By: President Dated: - 11 - C u C:. C SCHEDULE A INTER - COUNTY AIRPORT MANAGEMENT SERVICES, INC. REVENUE BOND ANTICIPATION NOTES Interest Rate: 10% Payable at Maturity or Redemption Dated December 22, 1976 March 1, 1977 August 10, 1977 December 1, 1977 April 15, 1978 August 19 1978 December 1, 1978 April 1, 1979 August 1, 1979 November 23, 1981 April 19, 1982 April 19, 1982 January 11, 1983 May 17, 1983 September 12, 1983 January 13, 1984 May 15, 1984 September 14, V"104 February I9, 1945 September 12, VIF December 10, 19_: March 17, 1986 June 199 1986 September 15, 1986 January 15, 1987 TOTAL Due December 12, 1993 December 12, 1993 December 12, 1993 December 120 1993 December 12, 1993 December 129 1993 December 129 1993 December 12, 1993 December 120 1993 December 12, 1993 *' fDecember 12, 1993 December 12, 1993 December 12, 1993 December 12, 1993 December 12, 1',P93 December 129 1993 December 12, 1993 December 12, 1993 December 129 1993 December 12, 1993 December 12, 1993 December 12, 1993 December 12, 1993 December 12, 1993 December 12, 1993 Series 1976 1977 1977A 1977B 1978 1978A 1978B 1979 1979A 1981 1982 1982A 1983 1983 1983B 1984 1984A 19848 1985 1985A 1985B 1986 1986A 1986B 1987 Amount 31,500 87,500 28,550 25,500 24,500 27,400 25,800 26,400 25,500 8,000 7,200 7,750 7,500 7,750 8,100 7,850 8,100 8,000 6,300 2,500 2,500 2,500 2,500 2,500 2 500 394,200 2 ;