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HomeMy WebLinkAboutCC AG PKT 2011-03-28 #GAGENDA STAFF REPORT DATE: March 28, 2011 TO: Honorable Mayor and City Council / SBPFA Board THRU: Jill Ingram, Acting City Manager /Acting Executive Director FROM: Robbeyn Bird, CPA, Director of Administrative Services/Treasurer SUBJECT: FIRE STATION NO. 48 SUBSTITUTION & REPLACEMENT OF COLLATERAL (Joint Item) SUMMARY OF REQUEST: That the City Council and Seal Beach Public Financing Authority approve Council Resolution No. 6119 and SBPFA Resolution No. PFA 11 -02 and all related documents listed as attachments at the end of this report to substitute Fire Station 48 as collateral for the $6.3 million Lease Revenue Bonds and releasing Fire Station 44 and the City Hall complex. BACKGROUND: On January 15, 2009, the Seal Beach Public Financing Authority issued $6.3 million in Lease Revenue Bonds to build a new Fire Station 48 located at 3131 North Gate Road (Beverly Manor Road). The collateral used for the private placement bond was City Hall and Fire Station 44 with the understanding that upon completion of the new facility, the collateral would be replaced with the new building thereby releasing City Hall and Fire Station 44 as collateral. FINANCIAL IMPACT: The estimated cost for the lease substitution is $20,510. At the October 25, 2010 City Council meeting, Budget Amendment No. 11 -04 -02 was approved by the City Council to increase appropriations for these additional costs not included in the original budget. ANALYSIS: At the October 25, 2010 City Council meeting, staff was directed to pursue replacement of the collateral for the $6.3 million Lease Revenue Bonds with the newly constructed Fire Station 48 building. The current collateral consisting of Agenda Item G Page 2 Fire Station 44 and the City Hall complex will be released as a result of this action. RECOMMENDATION: That the City Council and Seal Beach Public Financing Authority approve Council Resolution No. 6119 and SBPFA Resolution No. PFA 11 -02 and all related documents listed as attachments at the end of this report to substitute Fire Station 48 as collateral for the $6.3 million Lease Revenue Bonds and releasing Fire Station 44 and the City Hall complex. SUBMITTED BY: w Robbeyn rd, CPA Director of Administrative Services/ City Treasurer NOTED AND APPROVED: ., Ak 1, Q 9,4� it R. Ingram Acting City Manager Attachments: A. Resolution Number 6119 B. Resolution Number PFA 11 -02 C. Amendment of Assignment Agreement D. Amendment to Lease E. Amendment to Sublease F. Subordination Agreement Attachment "A" Resolution Number 6119 RESOLUTION NUMBER 6119 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH AUTHORIZING SUBSTITUTION OF PROPERTY SUBJECT TO LEASE AND SUBLEASE WITH THE SEAL BEACH PUBLIC FINANCING AUTHORITY, AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, in connection with the issuance by the Seal Beach Public Financing Authority (the "Authority ") of its $6,300,000 aggregate principal amount of Seal Beach Public Financing Authority Lease Revenue Bonds, Series 2009 (the "2009 Bonds "), the Authority entered into a (i) Lease Agreement, dated as of January 1, 2009 (the "Lease "), with the City of Seal Beach (the "City "), pursuant to which the City leased certain real property (the "Leased Property) to the Authority, and a (ii) Sublease Agreement, dated as of January 1, 2009 (the "Sublease "), with the City, pursuant to which the Authority subleased the Leased Property back to the City; WHEREAS, the 2009 Bonds are payable from Revenues consisting primarily of Base Rental Payments to be made by the City to the Authority as rental for certain Leased Property pursuant to the Sublease; WHEREAS, the Authority has assigned its rights to receive the Base Rental Payments to Wells Fargo Bank, National Association, as trustee for the 2009 Bonds (the "Trustee "), pursuant to an Assignment Agreement, dated as of January 1, 2009 (the "Assignment Agreement "); WHEREAS, the proceeds of the 2009 Bonds were used to finance the construction of a new fire station (the "New Fire Station "); WHEREAS, the City leased the New Fire Station to the Orange County Fire Authority (the "OCFA "), pursuant to a Lease Agreement for Fire Station #48, dated September 23, 2010 (the "OCFA Lease "); WHEREAS, the City and the OCFA desire to subordinate the OCFA Lease to the Lease, the Sublease and the Assignment Agreement, pursuant to a Subordination Agreement; WHEREAS, the Sublease provides that the City may substitute a portion of the Leased Property upon the satisfaction of certain conditions; WHEREAS, the City desires to amend Exhibit A of the Lease which provides the legal description of the Site that is subject to the Lease pursuant to an Amendment of Lease; and WHEREAS, the City desires to amend Exhibit A of the Sublease which provides the legal description of the Site that is subject to the Sublease pursuant to an Amendment of Sublease; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. Subordination Agreement The form of the Subordination Agreement, by and between the City and the OCFA, and accepted and agreed to by the Authority, presented at this meeting and on file with the City Clerk of the City, is hereby approved, and the Mayor (or in his absence, the Mayor Pro Tem) Resolution Number 6119 and the City Manager are hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Subordination Agreement in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 3. Amendment of Lease The form of the Amendment of Lease (the "Lease Amendment "), by and between the Authority and the City, presented at this meeting and on file with the City Clerk of the City, is hereby approved, and the Mayor (or in his absence, the Mayor Pro Tem) is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Lease Amendment in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 4. Amendment of Sublease The form of the Amendment of Sublease (the "Sublease Amendment "), by and between the Authority and the City, presented at this meeting and on file with the City Clerk of the City, is hereby approved, and the Mayor (or in his absence, the Mayor Pro Tem) is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Sublease Amendment in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 5. Other Acts The Mayor (or in his absence, the Mayor Pro Tem) and the other officers of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute, deliver and cause the recordation of any and all documents which they may deem necessary or advisable in order to consummate the Lease Amendment and the Sublease Amendment, or to otherwise effectuate the purposes of this Resolution and the documents approved hereby, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 6. Effective Date This Resolution shall take effect immediately upon adoption. PASSED, APPROVED AND ADOPTED by the City Council of the City of Seal Beach, at a regular meeting held on the 28th day of _ March , 2011 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members ABSTAIN: Council Members Mayor ATTEST: City Clerk Resolution Number 6119 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6119 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 28th day of March , 2011. City Clerk 57296- 0002 \1297296v1.doc Attachment "B" Resolution Number PFA 11 -02 RESOLUTION NUMBER PFA 11 -02 A RESOLUTION OF THE SEAL BEACH PUBLIC FINANCING AUTHORITY AUTHORIZING SUBSTITUTION OF PROPERTY SUBJECT TO LEASE AND SUBLEASE WITH THE CITY OF SEAL BEACH, AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND APPROVING CERTAIN ACTIONS IN CONNECTION THEREWITH WHEREAS, in connection with the issuance by the Seal Beach Public Financing Authority (the "Authority ") of its $6,300,000 aggregate principal amount of Seal Beach Public Financing Authority Lease Revenue Bonds, Series 2009 (the "2009 Bonds "), the Authority entered into a (i) Lease Agreement, dated as of January 1, 2009 (the "Lease "), with the City of Seal Beach (the "City"), pursuant to which the City leased certain real property (the "Leased Property) to the Authority, and a (ii) Sublease Agreement, dated as of January 1, 2009 (the "Sublease "), with the City, pursuant to which the Authority subleased the Leased Property back to the City; WHEREAS, the 2009 Bonds are payable from Revenues consisting primarily of Base Rental Payments to be made by the City to the Authority as rental for certain Leased Property pursuant to the Sublease; WHEREAS, the Authority has assigned its rights to receive the Base Rental Payments to Wells Fargo Bank, National Association, as trustee for the 2009 Bonds (the "Trustee "), pursuant to an Assignment Agreement, dated as of January 1, 2009 (the "Assignment Agreement "); WHEREAS, the proceeds of the 2009 Bonds were used to finance the construction of a new fire station (the "New Fire Station "); WHEREAS, the City leased the New Fire Station to the Orange County Fire Authority (the "OCFA "), pursuant to a Lease Agreement for Fire Station #48, dated September 23, 2010 (the "OCFA Lease "); WHEREAS, the City and the OCFA desire to subordinate the OCFA Lease to the Lease, the Sublease and the Assignment Agreement, pursuant to a Subordination Agreement; WHEREAS, the Sublease provides that the City may substitute a portion of the Leased Property upon the satisfaction of certain conditions; WHEREAS, the Authority desires to amend Exhibit A of the Lease which provides the legal description of the Site that is subject to the Lease pursuant to an Amendment of Lease; and WHEREAS, the Authority desires to amend Exhibit A of the Sublease which provides the legal description of the Site that is subject to the Sublease pursuant to an Amendment of Sublease; WHEREAS, the Authority desires to amend Exhibit A of the Assignment Agreement which provides the legal description of the Site that is subject to the Sublease pursuant to an Amendment of Assignment Agreement; NOW, THEREFORE, THE SEAL BEACH PUBLIC FINANCING AUTHORITY DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals The foregoing recitals are true and correct and the Authority hereby so finds and determines. Section 2. Subordination Agreement The form of the Subordination Agreement, by and between the City and the OCFA, and accepted and agreed to Resolution Number PFA 11 -02 by the Authority, presented at this meeting and on file with the City Clerk of the City, is hereby approved, and the Mayor (or in his absence, the Mayor Pro Tem) and the Executive Director are hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Subordination Agreement in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 3. Amendment of Lease The form of the Amendment of Lease (the "Lease Amendment'), by and between the Authority and the City, presented at this meeting and on file with the Secretary of the Authority, is hereby approved and the Chair (or in his absence, the Vice Chair) is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Lease Amendment in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 4. Amendment of Sublease The form of the Amendment of Sublease (the "Sublease Amendment "), by and between the Authority and the City, presented at this meeting and on file with the Secretary of the Authority, is hereby approved and the Chair (or in his absence, the Vice Chair) is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Sublease Amendment in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 5. Amendment of Assignment Agreement The form of the Amendment of Assignment Agreement (the "Assignment Agreement Amendment "), by and between the Authority and the Trustee, presented at this meeting and on file with the City Clerk of the City, is hereby approved, and the Mayor (or in his absence, the Mayor Pro Tem) is hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Assignment Agreement Amendment in substantially the form hereby approved, with such additions or changes as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 6. Other Acts The Chair (or in his absence, the Vice Chair) and the other officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things, to execute, deliver and cause the recordation of any and all documents which they may deem necessary or advisable in order to consummate the Lease Amendment and the Sublease Amendment, or to otherwise effectuate the purposes of this Resolution and the documents approved hereby, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 7. Effective Date This Resolution shall take effect immediately upon adoption. (Intentionally Left Blank) Resolution Number PFA 11 -02 PASSED, APPROVED AND ADOPTED by the Seal Beach Public Financing Authority this 28th day of March , 2011 by the following vote: AYES: Authority Members NOES: Authority Members ABSENT: Authority Members ABSTAIN: Authority Members Chair ATTEST: Secretary/City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing Resolution is the original copy of Resolution Number PFA 11 -02 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach Public Financing Authority of the City of Seal Beach at a regular meeting thereof held on the 28th day of March , 2011. Secretary/City Clerk 57296- 0002 \1297299v1.doc Attachment "C" Amendment of Assignment Agreement RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO Seal Beach Public Financing Authority c/o Richards, Watson & Gershon, A Professional Corporation 355 South Grand Avenue, 40 Floor Los Angeles, California 90071 Attention: Lolly A. Enriquez, Esq. [SPACE ABOVE FOR RECORDER'S USE ONLY] AMENDMENT OF ASSIGNMENT AGREEMENT by and between the SEAL BEACH PUBLIC FINANCING AUTHORITY, as assignor WELLS FARGO BANK, NATIONAL ASSOCIATION, as assignee Dated as of April 1, 2011 This document is exempt from recording fees pursuant to California Government Code Section 6103 and Section 27383. This document is exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. AMENDMENT OF ASSIGNMENT AGREEMENT This Amendment of Assignment Agreement, dated as of April 1, 2011 (this "Amendment ") amends that certain Assignment Agreement, dated as of January 1, 2009, by and between the SEAL BEACH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing pursuant to the laws of the State of California (the "Authority "), as assignor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under and by virtue of the laws of the United States of America ( "Wells Fargo'), as assignee. RECITALS: A. The Authority has previously issued its Lease Revenue Bonds, Series 2009 (the "2009 Bonds ") for the purpose of financing certain public capital improvements for the City, including the construction of a fire station. B. The City and the Authority have previously entered into a Lease Agreement with respect to certain property (the "Leased Property "), dated as of January 1, 2009 (the "2009 Lease "), which was recorded on January 15, 2009 as Instrument No. 2009000017473 Official Records, Orange County, California. C. The City and the Authority have previously entered into a Sublease Agreement with respect to the Leased Property, dated as of January 1, 2009 (the "2009 Sublease "), which was recorded on January 15, 2009 as Instrument No. 2009000017474 Official Records, Orange County, California, pursuant to which the City is obligated to make certain base rental payments (the "Base Rental Payments ") to the Authority for the sublease of the Leased Property. D. Pursuant to an Assignment Agreement, dated as of January 1, 2009 (the "2009 Assignment Agreement "), by and between the Authority and Wells Fargo, which was recorded on January 15, 2009 as Instrument No. 2009000017475 Official Records, Orange County, California, the Authority has assigned its rights to receive the Base Rental Payments under the 2009 Sublease to Wells Fargo Bank, as trustee for the 2009 Bonds. E. The 2009 Sublease provides that the Leased Property may be substituted, in whole or in part, by other properties, at the option of the City upon the satisfaction of certain conditions contained in the 2009 Sublease. F. The City and the Authority desire to amend the 2009 Lease and the 2009 Sublease to substitute a portion of the Leased Property with the fire station financed by the 2009 Bonds. F. The City and the Authority intend for this Amendment to replace Exhibit A of the 2009 Assignment Agreement, which describes the Site subject to the 2009 Lease and the 2009 Sublease. S7296 -0002\ 1339001 v l .doc NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I AMENDMENT OF 2009 ASSIGNMENT AGREEMENT Section 1. Capitalized Terms Capitalized terms used but not otherwise deemed herein shall have the meaning ascribed to them in the 2009 Assignment Agreement. Section 2. Amendment of Exhibit A of 2009 Assignment Agreement Exhibit A of the 2009 Assignment Agreement is hereby amended in its entirety, as set forth in Exhibit A attached hereto. Section 3. Miscellaneous (a) As amended hereby, the 2009 Assignment Agreement is in all respects ratified and confirmed, and the 2009 Assignment Agreement as so amended hereby shall be read and construed as one and the same instrument. (b) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original; and all such counterpart, shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the City and the Authority have caused this Amendment of Assignment Agreement to be executed by one of their duly authorized officers, all as of the date first above written. SEAL BEACH PUBLIC FINANCING AUTHORITY Attest: Secretary President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee L I -3 Authorized Officer 57296- 0002 \1339001v1.doc STATE OF CALIFORNIA COUNTY OF ss On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) ss COUNTY OF ) On , before me, , notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: a 4 S7296- 0002 \1339001v1.doc STATE OF CALIFORNIA ) ss COUNTY OF ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SEAL: Notary Public 5 S7296- 0002 \1339001v1.doc EXHIBIT A DESCRIPTION OF SITE 57296- 0002 \1339001v1.doc Attachment "D" Amendment to Lease RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO Seal Beach Public Financing Authority c/o Richards, Watson & Gershon, A Professional Corporation 355 South Grand Avenue, 40 Floor Los Angeles, California 90071 Attention: Lolly A. Enriquez, Esq. [SPACE ABOVE FOR RECORDER'S USE ONLY] AMENDMENT OF LEASE AGREEMENT by and between the CITY OF SEAL BEACH, as lessor and the SEAL BEACH PUBLIC FINANCING AUTHORITY, as lessee Dated as of April 1, 2011 This document is exempt from recording fees pursuant to California Government Code Section 6103 and Section 27383. This document is exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. AMENDMENT OF LEASE AGREEMENT This Amendment of Lease Agreement, dated as of April 1, 2011 (this "Amendment ") amends that certain Lease Agreement, dated as of January 1, 2009, is made by and between the CITY OF SEAL BEACH, a municipal corporation organized and existing under the laws of the State of California (the "City "), as lessor, and the SEAL BEACH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing pursuant to the laws of the State of California (the "Authority "), as lessee. RECITALS: A. The City and the Authority have previously entered into a Lease Agreement with respect to certain property (the "Leased Property"), dated as of January 1, 2009 (the "2009 Lease "), which was recorded on January 15, 2009 as Instrument No. 2009000017473 Official Records, Orange County, California. B. The City and the Authority have previously entered into a Sublease Agreement with respect to the Leased Property, dated as of January 1, 2009 (the "2009 Sublease "), which was recorded on January 15, 2009 as Instrument No. 2009000017474 Official Records, Orange County, California. C. The Authority has previously issued its Lease Revenue Bonds, Series 2009 (the "2009 Bonds ") for the purpose of financing certain public capital improvements for the City, including the construction of a fire station. D. The 2009 Sublease provides that the Leased Property may be substituted, in whole or in part, by other properties, at the option of the City upon the satisfaction of certain conditions contained in the 2009 Sublease. E. The City and the Authority desire to amend the 2009 Lease to substitute a portion of the Leased Property with the fire station financed by the 2009 Bonds. F. The City and the Authority intend for this Amendment to replace Exhibit A of the 2009 Lease, which describes the Site subject to the 2009 Lease. NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I AMENDMENT OF 2009 LEASE Section 1. Capitalized Terms Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the 2009 Lease. S7296 -0002\ 1297240v l .doe Section 2. Amendment of Exhibit A of 2009 Lease Exhibit A of the 2009 Lease is hereby amended in its entirety, as set forth in Exhibit A attached hereto. Section 3. Miscellaneous (a) As amended hereby, the 2009 Lease is in all respects ratified and confirmed, and the 2009 Lease as so amended hereby shall be read and construed as one and the same instrument. (b) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original; and all such counterpart, shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the City and the Authority have caused this Amendment of Lease Agreement to be executed by one of their duly authorized officers, all as of the date first above written. CITY OF SEAL BEACH Mayor Attest: City Clerk SEAL BEACH PUBLIC FINANCING AUTHORITY President Attest: Secretary S7296-0002\1 297240v 1. doc STATE OF CALIFORNIA COUNTY OF On ) ss before me, notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SEAL: STATE OF CALIFORNIA COUNTY OF On ss Notary Public before me, a a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SEAL: Notary Public 4 S7296-0002\1 297240v l .doc STATE OF CALIFORNIA COUNTY OF ) ss On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: 5 S7296-0002\1 297240v 1. doc EXHIBIT A DESCRIPTION OF SITE S7296-0002\1 297240v Ldoc Attachment "E" Amendment to Sublease RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO Seal Beach Public Financing Authority c/o Richards, Watson & Gershon, A Professional Corporation 355 South Grand Avenue, 40 Floor Los Angeles, California 90071 Attention: Lolly A. Enriquez, Esq. [SPACE ABOVE FOR RECORDER'S USE ONLY] AMENDMENT OF SUBLEASE AGREEMENT by and between the SEAL BEACH PUBLIC FINANCING AUTHORITY, as sublessor and the CITY OF SEAL BEACH, as sublessee Dated as of April 1, 2011 This document is exempt from recording fees pursuant to California Government Code Section 6103 and Section 27383. This document is exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. AMENDMENT OF SUBLEASE AGREEMENT This Amendment of Sublease Agreement, dated as of April 1, 2011 (this "Amendment ") amends that certain Sublease Agreement, dated as of January 1, 2009, is made by and between the SEAL BEACH PUBLIC FINANCING AUTHORITY, a joint powers agency duly organized and existing pursuant to the laws of the State of California (the "Authority "), as sublessor, and the CITY OF SEAL BEACH, a municipal corporation organized and existing under the laws of the State of California (the "City "), as sublessee. RECITALS: A. The City and the Authority have previously entered into a Lease Agreement with respect to certain property (the "Leased Property "), dated as of January 1, 2009 (the "2009 Lease "), which was recorded on January 15, 2009 as Instrument No. 2009000017473 Official Records, Orange County, California. B. The City and the Authority have previously entered into a Sublease Agreement with respect to the Leased Property, dated as of January 1, 2009 (the "2009 Sublease "), which was recorded on January 15, 2009 as Instrument No. 2009000017474 Official Records, Orange County, California. C. The Authority has previously issued its Lease Revenue Bonds, Series 2009 (the "2009 Bonds ") for the purpose of financing certain public capital improvements for the City, including the construction of a fire station. D. The 2009 Sublease provides that the Leased Property may be substituted, in whole or in part, by other properties, at the option of the City upon the satisfaction of certain conditions contained in the 2009 Sublease. E. The City and the Authority desire to amend the 2009 Sublease to substitute a portion of the Leased Property with the fire station financed by the 2009 Bonds. F. The City and the Authority intend for this Amendment to replace Exhibit A of the 2009 Sublease, which describes the Site subject to the 2009 Sublease. NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I AMENDMENT OF 2009 SUBLEASE Section 1. Capitalized Terms Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the 2009 Sublease. S7296-0002\1 297290v 1. doc Section 2. Amendment of Exhibit A of 2009 Sublease Exhibit A of the 2009 Sublease is hereby amended in its entirety, as set forth in Exhibit A attached hereto. Section 3. Miscellaneous (a) As amended hereby, the 2009 Sublease is in all respects ratified and confirmed, and the 2009 Sublease as so amended hereby shall be read and construed as one and the same instrument. (b) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original; and all such counterpart, shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the City and the Authority have caused this Amendment of Sublease Agreement to be executed by one of their duly authorized officers, all as of the date first above written. SEAL BEACH PUBLIC FINANCING AUTHORITY Attest: Secretary Attest: City Clerk LaIn President CITY OF SEAL BEACH By: Mayor 3 S7296- 0002 \1297290v1.doc STATE OF CALIFORNIA ) ss COUNTY OF ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. �3- "-M STATE OF CALIFORNIA ) ss COUNTY OF ) On Notary Public before me, a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SEAL: Notary Public 4 57296- 0002 \1297290v1.doc STATE OF CALIFORNIA COUNTY OF On before me, a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SEAL: STATE OF CALIFORNIA ) ) ss COUNTY OF ) Notary Public On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. SEAL: ss Notary Public 5 S7296- 0002 \1297290v1.doc EXHIBIT A DESCRIPTION OF SITE S7296- 0002 \1297290v1.doc Attachment "F" Subordination Agreement RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO Seal Beach Public Financing Authority c/o Richards, Watson & Gershon, A Professional Corporation 355 South Grand Avenue, 40'' Floor Los Angeles, California 90071 Attention: Lolly A. Enriquez, Esq. [SPACE ABOVE FOR RECORDER'S USE ONLY] This document is exempt from recording fees pursuant to California Government Code Section 6103 and Section 27383. This document is exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST (INCLUDING ANY SECURITY INTEREST) IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. This Subordination Agreement (the "Agreement") is made and dated as of the _ day of 2011 by and between the City of Seal Beach (the "City "), and the Orange County Fire Authority, a joint powers authority organized and existing under the laws of the State of California (the "OCFA "), and accepted and agreed to by the Seal Beach Public Financing Authority, a joint powers authority organized and existing under the laws of the State of California (the "Authority "). RECITALS WHEREAS, the Authority has issued $6,300,000 aggregate principal amount of Lease Revenue Bonds, Series 2009 (the "2009 Bonds ") pursuant to an Indenture, dated as of January 1, 2009 (the "2009 Indenture "), by and between the Authority and Wells Fargo Bank, National Association, as trustee (the "Trustee "), the proceeds of which were used to construct a new fire station in the City (the "New Fire Station"); and WHEREAS, pursuant to a Lease Agreement, dated as of January 1, 2009 (the "2009 Lease "), between the City and the Authority, which was recorded on January 15, 2009 as Instrument No. 2009000017473 Official Records, Orange County, California, the City leased to the Authority certain real property consisting of city hall and the downtown fire station (the "Leased Property "); and WHEREAS, pursuant to a Sublease Agreement, dated as of January 1, 2009 (the "2009 Sublease "), between the City and the Authority, which was recorded on January 15, 2009 as Instrument No. 2009000017474 Official Records, Orange County, California, the Authority subleased back to the City the Leased Property in exchange for the payment of rent (the "Base Rental Payments "); and 1300866 WHEREAS, pursuant to an Assignment Agreement, dated as of January 1, 2009 (the "2009 Assignment Agreement"), between the Authority and the Trustee, which was recorded on January 15, 2009 as Instrument No. 2009000017475 Official Records, Orange County, California, the Authority has assigned all its rights to receive Base Rental Payments under the 2009 Sublease tolhe Trustee to secure payment of the 2009 Bonds; and WHEREAS, the City has leased the New Fire Station to the OCFA pursuant to a Lease Agreement for Fire Station #48, dated September 23, 2010 (the "OCFA Lease "), between the City and the OCFA; and WHEREAS, the 2009 Sublease provides that the City may substitute all or a portion of the Leased Property upon the satisfaction of certain conditions; and WHEREAS, the City desires to substitute the New Fire Station for city hall as part of the Leased Property; and WHEREAS, the City and the OCFA desire to subordinate the OCFA Lease to the 2009 Lease, the 2009 Sublease and the 2009 Assignment Agreement; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE CITY AND OCFA, HEREBY AGREE AS FOLLOWS: 1. Capitalized Terms Unless context clearly requires otherwise, capitalized terms used but not defined herein have the meanings ascribed to them in the 2009 Sublease. 2. Subordination By OCFA OCFA hereby agrees to subordinate its interest under the OCFA Lease to the (i) 2009 Lease, (ii) 2009 Sublease, and (iii) 2009 Assignment Agreement. OCFA agrees not to amend, modify or waive any provision of the OCFA Lease or exercise any rights under the OCFA Lease in a manner which might impair the priority of the 2009 Bonds lien or the financial, contractual, or legal right or ability of the City to perform under the 2009 Indenture or any supplements thereto. 3. Amendments and Other Matters This Agreement may not be amended without the written consent of the parties hereto, but in any event may not be amended in a manner which may adversely affect the interests of the owners of the then outstanding 2009 Bonds without first having obtained the consent of such owner in the manner specified in the 2009 Indenture and any supplements thereto or any indenture providing for the issuance of refunding bonds. This Agreement constitutes the entire agreement of the parties with respect to the matters herein. This Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to choice of law rules. 4. Counterparts This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original; and all such counterpart, shall together constitute but one and the same instrument. 1300866 2 IN WITNESS WHEREOF, the City and the OCFA have caused this Subordination Agreement to be executed by one of their duly authorized officers, all as of the date first above written. Acknowledge and Agreed: CITY OF SEAL BEACH By:_ Name: Title: ORANGE COUNTY FIRE AUTHORITY By:_ Name: Title: SEAL BEACH PUBLIC FINANCING AUTHORITY By: _ Name: Title: 1300866 3 STATE OF CALIFORNIA ) ) ss COUNTY OF On , before me, notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) ) ss COUNTY OF On , before me, , notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: n a 1300866 4 STATE OF CALIFORNIA ) ) ss COUNTY OF ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: 1300866