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2001-012 Hall Property RESOLUTION NO. 01-12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ENCINITAS AUTHORIZING PROCEEDINGS AND AGREEMENTS RELATING TO THE FINANCING OF THE ACQUISITION OF LAND FOR PUBLIC USES, APPROVING ISSUANCE AND SALE OF BONDS BY THE ENCINITAS PUBLIC FINANCING AUTHORITY, APPROVING AN OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS WHEREAS, the Encinitas Public Financing Authority (the "Authority") is a joint exercise of powers authority formed pursuant to a Joint Exercise of Powers Agreement originally executed by and among the City of Encinitas (the "City"), Cardiff Sanitation District, Encinitas Fire Protection District, Encinitas Sanitary District, and S an Dieguito Water District, and authorized under said Agreement and under the laws of the State of California to finance the acquisition and construction of public capital improvements for the City; and WHEREAS, the City has requested that the Authority issue its revenue bonds for the purpose of providing funds to enable the City to finance the acquisition costs of a parcel to be used for public uses (the "Project"); and WHEREAS, to provide such financing for the Project the Authority proposes to issue its revenue bonds in an aggregate original principal amount of not to exceed $25,000,000 (the "Bonds") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), which are proposed to be payable from lease payments to be paid to the Authority by the City pursuant to a lease agreement relating to the Project (the "Lease Agreement"); and WHEREAS, the proceeds of the Bonds deposited in the Project Fund will be applied by the Authority and the City for the acquisition/construction and installation of the Project pursuant to an Agency Agreement between the Authority and the City; and WHEREAS, the Authority has determined that the Bonds should be offered for sale on a competitive basis and has presented a form of notice of sale and a proposed form of an Official Statement describing the Bonds, to be used in connection with the marketing thereof; and WHEREAS, the City Council has previously adopted an Ordinance approving the lease purchase of the Project, and the City Council has determined that it should give its final approval to the transactions described herein and the final form of the agreements and documents relating thereto; WHEREAS, the City Council has conducted a noticed public hearing pursuant to Section 6586.5 of the California Government Code and published notice was given in accordance with the terms of the Government Code; NOW THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED that the City Council of the City of Encinitas as follows: Section 1. Findings and Determinations. The City Council finds and determines that it is in the prudent management of the fiscal affairs of the City that the proceeds to be deposited in the Project Fund will be used for the acquisition of the Project. Pursuant to the Act, the City Council hereby finds that the issuance of the Bonds by the Authority will result in savings in effective interest rates, underwriting costs and bond insurance costs and thereby result in significant public benefits within Section 6586 Ofthe Act. $t? ... Section 2. Approval of Bonds. The City Council hereby approves of the issuance of the Bonds by the Authority under and pursuant to the Act provided that the maximum aggregate principal amount of the Bonds shall not exceed $25,000,000. Section 3. Approval of Financing Documents. The City Council hereby approves each of the following documents in substantially the respective forms on file with the City Clerk, together with such additions thereto and changes therein as the Bond Counsel shall deem necessary, desirable or appropriate, the execution of which by the Mayor, the Deputy Mayor, the City Manager or the Financial Services Manager shall be conclusive evidence of the approval of any such additions and changes. (a) the Lease Agreement relating to the lease purchase of the Project by the City from the Authority; (b) the Agency Agreement, by and between the City and the Authority; and (c) the Notice of Intention to Sell Securities and Official Notice Inviting Bids; and The Mayor, the Deputy Mayor, the City Manager or the Financial Services Manager is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final forms of each of the above-mentioned documents for and in the name and on behalf of the City. Section 4. Sale of Bonds. The City Council hereby approves the sale of the Bonds by the Authority by competitive sale; provided, that the net interest cost for the Bonds shall not be more than 6.00% and the rate of interest to be represented by any single maturity of the Bonds shall not exceed 6.25% per annum. Section 5. Official Statement; Continuing Disclosure. The City Council approves the preparation of, and hereby authorizes the City Manager or the Financial Services Manager to deem final within the meaning of Rule 15c2-12 of the Securities and Exchange Commission except for permitted omissions, a preliminary form of Official Statement describing the Bonds. The City Manager or the Financial Services Manager is hereby authorized to execute the final Official Statement in the name and on behalf of the City, including any modifications resulting from additions thereto and changes therein as the City Attorney shall deem necessary, desirable or appropriate, with the execution of the final Official Statement by the City Manager or the Financial Services Manager to be conclusive evidence of the approval of any such additions and changes. The City Council has reviewed and approved the Continuing Disclosure Agreement and the City Manager or the Financial Services Manager is further authorized to sign the Continuing Disclosure Agreement on behalf of the City in such form as ma be approved by the officer executing the same. Section 6. Official Actions. The Mayor, the Deputy Mayor, the City Manager, the Financail Services Manager, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including obtaining a rating on the Bonds and/or a municipal bond insurance policy and a debt reserve fund surety bond, and including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions as described herein in connection with the issuance and sale of the Bonds. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 21st day of March, 2001. __~- ~ ~i~~ Mayor of the City of Enc ATTEST: City Clerk of the City of Encinitas CERTIFICATION I, Deborah Cervone, City Clerk of the City of Encinitas do hereby certify that the foregoing resolution was adopted by the City Council of the City of Encinitas at a regular meeting thereof held on the 21 '~ day of March, 2001, by the following vote of the Council: AYES: Bond, Guerin, Holz, Houlihan, Stocks. NOES: None. ABSENT: None. ABSTAINED: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Encinitas this 21 st day of March, 2001. City Clerk of the City of Encinitas (SEAL)