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