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HomeMy WebLinkAbout2017 CON JPFA / NATIONAL CITY - 2010 Termination of Lease AgreementNOTE TO FILE 07-17-2019 IN THE MATTER OF: The 2017 Joint Powers Financing Authority (JPFA) 2010 Termination of Lease Agreement. Please note the following: NO FULLY EXECUTED ORIGINAL AGREEMENT WAS FILED WITH THE OFFICE OF THE CITY CLERK. ORIGINATING DEPARTMENT: NTF CDC Housing & Economic Development City Attorney _ Human Resources City Manager MIS Community Svcs. Planning X Eng/PW Police Finance Fire CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: June 20, 2017 C Lo 10 - 6s/ 204-E-32 AGENDA ITEM NO, 38 EM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to (i) execute an Agreement for prepayment of the City's obligations under a Lease Agreement by and between the City and the National City Joint Powers Financing Authority (the "Authority"), dated September 1, 2010 (the "2010 Lease Agreement") prior to its termination date and (ii) approve related documents and authorize official actions in connection with such prepayment. PREPARED BY: iKuna Muthusamy, Asst. Director Eng/PW PHONE: 619-336-4383 EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: DEPARTMENT: Engineeripg/Public Works APPROVED BY: APPROVED: � _ Finance APPROVED: MIS STAFF RECOMMENDATION: 4dopt Resolution executing prepayment of the City's obligations and approve related documents and authorize official actions in connection with such payment BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. National City Termination Agreement 3. National City Grant Deed 4. Resolution Q,i.`:,OkavN\o0'ao\n-\a% CALIFORNIA' NATIONAL CITY INCORPORATED Explanation BACKGROUND In connection with the refinancing of certain prior lease revenue bonds issued to fund projects within the City, the City previously executed the 2010 Lease Agreement, pursuant to which the Authority granted to the City a leasehold interest in the City's police headquarters and associated parking facilities (the "2010 Site"). The City is currently considering entering into a new lease financing, the 2017 Lease Financing, and City wishes to use the 2010 Site as the asset leased in this financing. It is in the best interests of the City therefor to prepay its October 1, 2017 lease payment in the amount of $497,350, which is the final payment due under the 2010 Lease Agreement, from legally available funds of the City already reserved for such payment, prior to the closing of the 2017 Lease Financing. DISCUSSION OR ANALYSIS Upon the prepayment of the 2010 Lease Agreement (the "Prepayment"), the 2010 Lease Agreement and certain other agreements executed in connection with the 2010 Lease Agreement, and all of the City's obligations under the 2010 Lease Agreement and those agreements, including the obligation to make any further payments under the 2010 Lease Agreement, shall terminate. A (i) Termination Agreement (the "Termination Agreement") by and between the City, the Authority and Bank of America, N.A. (the "Bank"), which shall be executed concurrently with the prepayment of the 2010 Lease Agreement (the "Prepayment") and which shall terminate the 2010 Lease Agreement and related agreements and a (ii) Grant Deed (the "Grant Deed") executed and delivered by the Authority and delivered to the City concurrently with the Prepayment, which shall grant all of the Authority's right, title, and interest in the 2010 Site to the City, will be recorded by San Diego County upon the title of the 2010 Site, finalizing such termination. Following the recordation of such documents, the 2010 Site shall be available to become the leased asset used for the 2017 Lease Financing. 56073435.vl RECORDING REQUESTED BY: City of National City AFTER RECORDATION RETURN TO: Nossaman LLP 18101 Von Karman Avenue, Suite 1800 Irvine, CA 92612 Attention: Albert R. Reyes, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. GRANT DEED (APNs 560-013-02-00, 560-013-03-00, 560-013-04-05, 560-013-05-15, 560-013-06-00, 560-013-07-00, 560-013-08-00, 560-013-09-00) FOR VALUABLE CONSIDERATION, receipt and adequacy of which are hereby acknowledged, NATIONAL CITY JOINT POWERS FINANCING AUTHORITY, a Joint Exercise of Powers Agency ("Grantor"), hereby grants to the CITY OF NATIONAL CITY, a city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("Grantee"), all of its right, title, and interest in and to that certain real property located in the County of San Diego, State of California, bearing the legal description attached herewith as Exhibit A and incorporated herein by this reference, together with all buildings, facilities and other improvements, structures and fixtures which are located thereon (collectively, the "Property") and all easements, appurtenances, development rights, mineral rights, water rights, air rights, and other rights and privileges belonging or appertaining to the Property, and all right, title and interest in, to and under adjoining streets, rights of way and access easements. Dated as of July 5, 2017. 56073339.v1 IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to execute this instrument as of the date hereinafter written. NATIONAL CITY JOINT POWERS FINANCING AUTHORITY By: Ron Morrison Chairman 56073339.vl EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY The real property referred to herein is situated in the State of California, County of San Diego, city of National City and described as follows: PARCEL A: APN: 560-013-07-00 and 560-013-08-00 PARCEL(S) 1 AND 2 OF PARCEL MAP NO. 4027, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY AUGUST 21, 1975 AS FILE NO. 75- 224074 OF OFFICIAL, RECORDS. PARCEL B: APN: 560-013-02-00 THE WEST 33-1/3 FEET OF LOTS 7 TO 10, INCLUSIVE, IN BLOCK 13 OF THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL C: APN: 560-013-03-00 THE WESTERLY 33 1/3 FEET OF THE EASTERLY 66 2/3 FEET OF LOTS 7 TO 10 INCLUSIVE IN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL D: APN: 560-013-04-05 THE EASTERLY 33 1/3 FEET OF LOTS 7, 8, 9 AND 10 OF BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL E: APN: 560-013-05-15 THE SOUTHERLY 100 FEET OF LOT 11 AND THE SOUTHERLY 100 FEET OF THE WESTERLY EIGHT AND ONE-THIRD FEET OF LOT 12 EN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL F: APN: 560-013-06-00 56073339.v1 LOTS 13 THROUGH 17 IN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL G: APN: 560-013-09-00 LOT 6, THE NORTH 25 FEET OF LOTS 11 AND 12 AND THE EAST 16 2/3 FEET OF SOUTH 100 FEET OF LOT 12, ALL IN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL H: A. PERMANENT EASEMENT AND RIGHT-OF-WAY TO CONSTRUCT, RECONSTRUCT, MAINTAIN, OPERATE AND REPAIR AN UNDERGROUND EMERGENCY GENERATOR FUEL TANK, DESCRIBED AS FOLLOWS: ALL THAT PORTION OF 12TH STREET, LYING NORTHERLY OF BLOCK 13 OF MAP NUMBER 348, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF SAID BLOCK 13, BEING ALSO THE NORTHWESTERLY CORNER OF PARCEL 1 OF PARCEL MAP NUMBER 4027; THENCE EASTERLY, ALONG THE NORTHERLY LINE OF PARCEL MAP NUMBER 4027; THENCE EASTERLY, ALONG THE NORTHERLY LINE OF SAID PARCEL 1.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING EASTERLY ALONG SAID NORTHERLY LINE, EIGHT FEET; THENCE LEAVING SAID NORTHERLY LINE, AT RIGHT ANGLES, NORTH SIX FEET; THENCE WESTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID PARCEL 1, EIGHT FEET; THENCE AT RIGHT ANGLES, SOUTH, SIX FEET TO THE TRUE POINT OF BEGINNING, CONTAINING 48 SQUARE FEET. [APN: 560-013-07- 00 ; 560-013-08-00; 560-013-020-00; 560-013-03-00; 560-013-04-00; 560-013-05-00; 560-013-06-00; 560-013-09-001 56073339.v1 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 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. (AFFIX NOTARIAL SEAL) NOTARY PUBLIC 56073339.vl CERTIFICATE OF ACCEPTANCE This is to certify that the interest in Real Property conveyed by grant deed dated as of July 5, 2017, by the NATIONAL CITY JOINT POWERS FINANCING AUTHORITY, a Joint Exercise of Powers Agency ("Grantor"), hereby grants to the City of NATIONAL CITY, a city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("Grantee"), is hereby accepted by the undersigned officer on behalf of the City pursuant to authority conferred by Resolution , adopted on June 20, 2017, and the City consents to recordation of the Grant Deed by its duly authorized officer. July 5, 2017. CITY OF NATIONAL CITY By: Leslie Deese City Manager 56073339.v1 AFTER RECORDATION RETURN TO: Nossaman LLP 18101 Von Karman Avenue, Suite 1800 Irvine, CA 92612 Attention: Albert R. Reyes, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. TERMINATION AGREEMENT This TERMINATION AGREEMENT, dated as of June _, 2017, is among the City of National City (the "City"), the National City Joint Powers Financing Authority (the "Authority"), and Bank of America, N.A. (the "Bank"): WITNESSETH: WHEREAS, in connection with the refinancing of certain prior lease revenue bonds issued by the City, the City previously executed a Lease Agreement by and between the City and the Authority, dated September 1, 2010 and recorded on September 28, 2010 as File No. 2010- 0514247 of the Official Records of San Diego County, California (the "2010 Lease Agreement"), pursuant to which the Authority leased to the City an interest in the real property described in Exhibit A hereto (the "2010 Site"); and WHEREAS, pursuant to an Assignment Agreement by and between the Authority and the Bank, dated September 1, 2010 and recorded September 28, 2010 as File No. 2010-0514248 of Official Records of the Official Records of San Diego County, California (the "2010 Assignment Agreement"), the Authority assigned to the Bank, certain of its rights under the 2010 Lease Agreement, including its right to receive Lease Payments (as defined therein) and its rights to enforce payment of such payments and otherwise to enforce its interests and rights under the 2010 Lease Agreement in the event of default by the City; and WHEREAS, the 2010 Lease Agreement provided that City could prepay its obligations thereunder prior to the termination date of the 2010 Lease Agreement, and the City's Council has elected to prepay such obligations, and the City has complied with all requirements contained in the 2010 Lease Agreement and related documents in order to accomplish such actions. 56071056 v3 NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows: Section 1. Termination of 2010 Documents. The (i) 2010 Lease Agreement, and (ii) the 2010 Assignment Agreement, are each terminated and each is of no further force or effect. Section 2. Counterparts. This Termination Agreement may be executed, approved and acknowledged in several counterparts, all or any one of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 3. Applicable Law. This Termination Agreement shall be governed by and construed in accordance with the laws of the State of California. CITY OF NATIONAL CITY By: Leslie Deese City Manager NATIONAL CITY JOINT POWERS FINANCING AUTHORITY By: Ron Morrison Chairman BANK OF AMERICA, N.A., By: Authorized Signatory 2 56071056.v3 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 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. (AFFIX NOTARIAL SEAL) NOTARY PUBLIC 56071056_3 - National City 2017 Termination Agreement 56071056.v3 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 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. (AFFIX NOTARIAL SEAL) NOTARY PUBLIC 56071056.v3 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 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. (AFFIX NOTARIAL SEAL) NOTARY PUBLIC 56071056.v3 EXHIBIT A LEGAL DESCRIPTION OF THE 2010 SITE The 2010 Site consists of that certain land located in the City of National City, San Diego County, State of California, more fully described as follows, together with all buildings and facilities and other improvements which constitute real property at any time situated thereon: PARCEL A: PARCEL(S) 1 AND 2 OF PARCEL MAP NO. 4027, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY AUGUST 21, 1975 AS FILE NO. 75-224074 OF OFFICIAL, RECORDS. PARCEL B: THE WEST 33-1/3 FEET OF LOTS 7 TO 10, INCLUSIVE, IN BLOCK 13 OF THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP NO. 348, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL C: THE WESTERLY 33 1/3 FEET OF THE EASTERLY 66 2/3 FEET OF LOTS 7 TO 10 INCLUSIVE IN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL D: THE EASTERLY 33 1/3 FEET OF LOTS 7, 8, 9 AND 10 OF BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL E: THE SOUTHERLY 100 FEET OF LOT 11 AND THE SOUTHERLY 100 FEET OF THE WESTERLY EIGHT AND ONE-THIRD FEET OF LOT 12 EN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL F: 56071056.v3 LOTS 13 THROUGH 17 IN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL G: LOT 6, THE NORTH 25 PEST OF LOTS 11 AND 12 AND THE EAST 16 2/3 FEET OF SOUTH 100 FEET OF LOT 12, ALL IN BLOCK 13 OF NATIONAL CITY, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO. 348 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 2, 1882. PARCEL H: A. PERMANENT EASEMENT AND RIGHT-OF-WAY TO CONSTRUCT, RECONSTRUCT, MAINTAIN, OPERATE AND REPAIR AN UNDERGROUND EMERGENCY GENERATOR FUEL TANK, DESCRIBED AS FOLLOWS: ALL THAT PORTION OF 12TH STREET, LYING NORTHERLY OF BLOCK 13 OF MAP NUMBER 348, IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWESTERLY CORNER OF SAID BLOCK 13, BEING ALSO THE NORTHWESTERLY CORNER OF PARCEL 1 OF PARCEL MAP NUMBER 4027; THENCE EASTERLY, ALONG THE NORTHERLY LINE OF PARCEL MAP NUMBER 4027; THENCE EASTERLY, ALONG THE NORTHERLY LINE OF SAID PARCEL 1, 75 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING EASTERLY ALONG SAID NORTHERLY LINE, SIGHT FEET; THENCE LEAVING SAID NORTHERLY LINE, AT RIGHT ANGLES, NORTH SIX FEET; THENCE WESTERLY, PARALLEL WITH THE NORTHERLY LINE OF SAID PARCEL 1, EIGHT FEET; THENCE AT RIGHT ANGLES, SOUTH, SIX FEET TO THE TRUE POINT OF BEGINNING, CONTAINING 48 SQUARE FEET. APN: 560-013-07; 560-013-08; 560-013-02; 560-013-03; 560-013-04; 560-013-05; 560-013-06; 560-013- 09 (End of Legal Description) 56071056.v3 RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR PREPAYMENT OF THE CITY'S OBLIGATIONS UNDER A LEASE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE NATIONAL CITY JOINT POWERS FINANCING AUTHORITY, DATED SEPTEMBER 1, 2010, PRIOR TO ITS TERMINATION DATE, APPROVING RELATED DOCUMENTS, AND AUTHORIZING OFFICIAL ACTIONS IN CONNECTION WITH SUCH PREPAYMENT WHEREAS, the National City Joint Powers Financing Authority (the "Authority") is a joint powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act to borrow money to provide financing and refinancing for public capital improvements of the City of National City (the "City"); and WHEREAS, in connection with the refinancing of certain prior lease revenue bonds issued to fund projects within the City, the City previously executed a Lease Agreement by and between the City and the Authority, dated September 1, 2010 (the "2010 Lease Agreement"), pursuant to which the Authority granted to the City a leasehold interest in the City's police headquarters and associated parking facilities (the "2010 Site"); and WHEREAS, pursuant to an Assignment Agreement by and between the Authority and Bank of America, N.A. (the "Bank"), dated September 1, 2010 (the "2010 Assignment Agreement"), the Authority assigned to the Bank, certain of its rights under the 2010 Lease Agreement, including its right to receive Lease Payments (as defined therein) and its rights to enforce payment of such payments and otherwise to enforce its interests and rights under the 2010 Lease Agreement in the event of default by the City; and HEREAS, the City has determined that it is in the best interests of the City to prepay its obligations under the 2010 Lease Agreement prior to the termination date thereof; and WHEREAS, there have been submitted and are on file with the City Clerk of this City Council proposed forms of (i) a Termination Agreement (the "Termination Agreement") by and among the City, the Authority and the Bank, which shall be executed concurrently with the prepayment of the 2010 Lease Agreement (the "Prepayment") and which shall terminate the 2010 Lease Agreement and 2010 Assignment Agreement and (ii) a Grant Deed (the "Grant Deed") executed and delivered by the Authority and delivered to the City concurrently with the Prepayment, which shall grant all of the Authority's right, title, and interest in the 2010 Site to the City, and the City Council has examined and approved such documents and desires to authorize and direct the execution and acceptance of such documents and the consummation of the Prepayment; WHEREAS, the City has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions herein described and hereinafter authorized. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby resolves, as follows: Resolution No. 2017 — Page Two Section 1. Recitals. All of the recitals herein above are true and correct and this City Council so finds and orders as follows: Section 2. Approval of Prepayment. The prepayment of the City's currently - outstanding Lease Payments under the 2010 Lease Agreement is hereby approved. The Mayor, City Manager, Deputy City Manager or Director of Finance, or their respective designated representatives (each, an "Designated Officer"), is authorized and directed to satisfy all prepayment requirements contained in the 2010 Lease Agreement and to execute and deliver any related documents in order to accomplish such actions. Section 3. Approval of Termination Agreement. The form of instrument, entitled "Termination Agreement," executed and delivered by the Authority, the Bank and the City, in substantially the form on file with the City Clerk of this City Council, is hereby approved. The Designated Officer is authorized and directed to execute and deliver an instrument in substantially said form, with such changes thereto as such officer executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Acceptance of Grant Deed. The form of instrument, entitled "Grant Deed," executed and delivered by the Authority and delivered to the City, in substantially the form on file with the City Clerk of this City Council, is hereby approved. The Designated Officer is authorized and directed to accept an instrument in substantially said form, with such changes thereto as such officer executing such instrument may require or approve, such approval to be conclusively evidenced by the acceptance thereof. Section 5. Ratification of Actions. All actions heretofore taken by the officers, employees, and agents of the City with respect to the transactions set forth above are hereby approved, confirmed, and ratified. Section 6. Approval of Further Actions. The appropriate City officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The Mayor, City Manager, Deputy City Manager or Director of Finance, or their respective designated representatives, and other officers and employees of the City, are hereby authorized and directed to execute and deliver, for and on behalf of the City, any and all documents and instruments, and to enter into any and all agreements, and to do and cause to be done any and all acts and things necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 7. This Resolution shall take effect from and after its date of adoption. [Signature Page to Follow] Resolution No. 2017 — Page Three PASSED and ADOPTED this 20'h day of June, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney RESOLUTION NO. 2017 — 128 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR PREPAYMENT OF THE CITY'S OBLIGATIONS UNDER A LEASE AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE NATIONAL CITY JOINT POWERS FINANCING AUTHORITY, DATED SEPTEMBER 1, 2010, PRIOR TO ITS TERMINATION DATE, APPROVING RELATED DOCUMENTS, AND AUTHORIZING OFFICIAL ACTIONS IN CONNECTION WITH SUCH PREPAYMENT WHEREAS, the National City Joint Powers Financing Authority (the "Authority") is a joint powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is authorized pursuant to Article 4 of the Act to borrow money to provide financing and refinancing for public capital improvements of the City of National City (the "City"); and WHEREAS, in connection with the refinancing of certain prior lease revenue bonds issued to fund projects within the City, the City previously executed a Lease Agreement by and between the City and the Authority, dated September 1, 2010 (the "2010 Lease Agreement"), pursuant to which the Authority granted to the City a leasehold interest in the City's police headquarters and associated parking facilities (the "2010 Site"); and WHEREAS, pursuant to an Assignment Agreement by and between the Authority and Bank of America, N.A. (the "Bank"), dated September 1, 2010 (the "2010 Assignment Agreement"), the Authority assigned to the Bank, certain of its rights under the 2010 Lease Agreement, including its right to receive Lease Payments (as defined therein) and its rights to enforce payment of such payments and otherwise to enforce its interests and rights under the 2010 Lease Agreement in the event of default by the City; and WHEREAS, the City has determined that it is in the best interests of the City to prepay its obligations under the 2010 Lease Agreement prior to the termination date thereof; and WHEREAS, there have been submitted and are on file with the City Clerk of this City Council proposed forms of (i) a Termination Agreement (the "Termination Agreement") by and among the City, the Authority and the Bank, which shall be executed concurrently with the prepayment of the 2010 Lease Agreement (the "Prepayment") and which shall terminate the 2010 Lease Agreement and 2010 Assignment Agreement and (ii) a Grant Deed (the "Grant Deed") executed and delivered by the Authority and delivered to the City concurrently with the Prepayment, which shall grant all of the Authority's right, title, and interest in the 2010 Site to the City, and the City Council has examined and approved such documents and desires to authorize and direct the execution and acceptance of such documents and the consummation of the Prepayment; WHEREAS, the City has full legal right, power and authority under the Constitution and the laws of the State of California to enter into the transactions herein described and hereinafter authorized. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby resolves, as follows: Resolution No. 2017 — 128 Page Two Section 1. Recitals. All of the recitals herein above are true and correct and this City Council so finds and orders as follows: Section 2. Approval of Prepayment. The prepayment of the City's currently - outstanding Lease Payments under the 2010 Lease Agreement is hereby approved. The Mayor, City Manager, Deputy City Manager or Director of Finance, or their respective designated representatives (each, an "Designated Officer"), is authorized and directed to satisfy all prepayment requirements contained in the 2010 Lease Agreement and to execute and deliver any related documents in order to accomplish such actions. Section 3. Approval of Termination Agreement. The form of instrument, entitled "Termination Agreement," executed and delivered by the Authority, the Bank and the City, in substantially the form on file with the City Clerk of this City Council, is hereby approved. The Designated Officer is authorized and directed to execute and deliver an instrument in substantially said form, with such changes thereto as such officer executing such instrument may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 4. Acceptance of Grant Deed. The form of instrument, entitled "Grant Deed," executed and delivered by the Authority and delivered to the City, in substantially the form on file with the City Clerk of this City Council, is hereby approved. The Designated Officer is authorized and directed to accept an instrument in substantially said form, with such changes thereto as such officer executing such instrument may require or approve, such approval to be conclusively evidenced by the acceptance thereof. Section 5. Ratification of Actions. All actions heretofore taken by the officers, employees, and agents of the City with respect to the transactions set forth above are hereby approved, confirmed, and ratified. Section 6. Approval of Further Actions. The appropriate City officers and employees of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The Mayor, City Manager, Deputy City Manager or Director of Finance, or their respective designated representatives, and other officers and employees of the City, are hereby authorized and directed to execute and deliver, for and on behalf of the City, any and all documents and instruments, and to enter into any and all agreements, and to do and cause to be done any and all acts and things necessary or advisable in order to consummate the transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 7. This Resolution shall take effect from and after its date of adoption. [Signature Page to Follow] Resolution No. 2017 — 128 Page Three PASSED and ADOPTED this 20th day of June, 20 .9//1_______ n Morrison, Mayor ATTEST: Michael R. Dalla, ity Clerk APPROVED AS TO FORM: Passed and adopted by the Council of the City of National City, California, on June 20, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California ; ityN City Clerk of the of/,National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-128 of the City of National City, California, passed and adopted by the Council of said City on June 20, 2017. City Clerk of the City of National City, California By: Deputy