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1993-20 Revenue Bonds dam 10/4/93 cr~ 11/8/93 RESOLUTION NO. 93-20 RESOLUTION OF THE ENCINITAS PUBLIC FINANCING AUTItORITY AUTHORIZING THE ISSUANCE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $18,800,000 IN CONNECTION WITH FINANCING PROCEEDINGS RELATING TO THE SAN DIEGUITO WATER DISTRICT WATER SYSTEM IMPROVEMENTS AND REFUNDING BONDS, AUTHORIZING AND DIRECTING EXECUTION OF A RELATED INDENTURE OF TRUST, INSTALLMENT SALE AGREEMENT, BOND PURCHASE AGREEMENT, AUTHORIZING SALE OF BONDS, APPROVING OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTIONS AND EXECUTION OF RELATED DOCUMENTS WHEREAS, the Encinitas Public Financing Authority (the "Authority") has been formed pursuant to a Joint Exercise of Powers Agreement by and among the San Dieguito Water District (the "District "), the Cardiff Sanitation District, the City of Encinitas, the Encinitas Consolidated Fire Protection District and the Encinitas Sanitation District and is authorized under said Agreement and under the laws of the State of California to finance and refinance the acquisition and construction of public capital improvements for any of its members; and WItEREAS, the District has requested the Authority to issue its bonds for the purpose of providing funds to enable the District to defease and advance refund the obligation of the District under that certain Resolution No. R-86-29, under which the District issued its $10,970,000 1986 Refunding Revenue Bonds (the "1986 Refunding Bonds") by purchasing the District's 1993 Refunding Revenue Bonds, issued in the principal amount not to exceed $9,500,000 pursuant to that certain Indenture of Trust, dated as of December 1, 1993, between the District and State Street Bank and Trust Company of California, N.A., as Trustee (the "1993 Refunding Bonds") and to finance certain improvements to the Badger Filtration Plant of the District (the "Water Project"); and WHEREAS, to provide such financing, the Authority proposes at this time to issue its revenue bonds in an aggregate original principal amount of not to exceed $18,500,000 (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 the revenues to be derived by the Authority from the installment sale of the Water Project and from the debt service payments to be made by the District on the 1993 Refunding Bonds; and WHEREAS, the finn of Alex. Brown & Sons Incorporated (the "Underwriter") has proposed to purchase and underwrite the Bonds and has presented to the Authority a form of Purchase Agreement for the Bonds, to be entered into among the Authority, the District and the Underwriter (the "Purchase Agreement") and has presented the Authority with a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing thereof by the Underwriter; and WHEREAS, the Board of Directors (the "Board") of the Authority has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the Authority; NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Encinitas Public Financing Authority as follows: Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to its members within the contemplation of Section 6586 of the Act. Section 2. Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds under and pursuant to the Act, in the maximum aggregate principal amount not to exceed $18,500,000. Section 3. Approval of Financing Documents. The Board hereby approves each of the following documents in substantially the respective forms on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, the execution of which by the Chairman and the Executive Director shall be conclusive evidence of the approval of any such additions and changes: (1) Indenture of Trust, dated as of December 1, 1993, relating to the issuance of the Bonds by and between State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee") and the Authority; (2) Installment Sale Agreement, dated as of December 1, 1993, relating to the installment sale of the Water Project by the Authority to the District; and (3) Bond Purchase Contract, dated as of December 1, 1993, relating to the purchase by the Authority from the District of the 1993 Refunding Bonds. The Chairman and the Executive Director are hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Authority to, the final form of each of the foregoing documents and agreements for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance of each of the foregoing documents and agreements. Section 4. Sale of Bonds. The Board hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriter, pursuant to the Purchase Agreement in substantially the form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, the execution of which by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Executive Director is hereby authorized and directed to execute the final form of the Purchase Agreement for and in the name and on behalf of the Authority upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the Executive Director and consistent with the requirements of this Resolution. The amount of Underwriter's discount for the Bonds shall be not more than one and four-tenths percent (1.4%) of the par amount thereof and the net effective rate of interest to be represented by of the Bonds (taking into account any original issue discount on the sale thereof) shall not exceed six and one-half percent (6.5%) per annum. Section 5. Official Statements. The Board hereby approves the preparation of, and hereby authorizes the Chairman to deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 except for permitted omissions, a preliminary form of Official Statement describing the Bonds. Distribution of such preliminary Official Statement by the Underwriter is hereby approved. The Chairman is hereby authorized to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Chairman shall be conclusive evidence of the approval of any such additions and changes. The Board hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman. -2- Section 6. Official Actions. The Chairman, the Executive Director, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, 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 lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. Adopted and Approved this 17th day of November, 1993 // / ,<~ ~/)/ Chairman c__~~ ~, ~ ~ _; Secretary of the. Enciuitas. Public Financing Authority, do hereby crtay mat rne ~oregoing ~tesomtion was passea at a regmar meeting of the Board of Directors of the Encinitas Public Financing Authority held on the 17thday of ~, 1993 by the following roll call vote: AYES: Directors Wiegand, Bond, Davis & Hano NOES: None ABSENT: Director DuVivier ABSTAEqED: None T~~ Aqq~ST; of the Encinitas Pul~{c Financing Authority -3-