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HomeMy WebLinkAboutCC Res 6119 2011-03-28RESOLUTION NUMBER 6119 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL 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) and the City Manager are hereby authorized and directed, for and in the name of Resolution Number 6119 u LI 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 Ci'y, 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 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. 1 1 57296- 0002 \I297296v1.doc