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HomeMy WebLinkAboutPFA Res 11-02 2011-03-28RESOLUTION 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 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. Se retary /City Clerk S7296-0002\1 297299v l .doc NOES: Authority Members ABSENT: Authority Members TCYt,1