1997-01 Civic Center Lease Refinancing RESOLUTION NO. 97-01
A RESOLUTION OF THE ENCINITAS PUBLIC FINANCING AUTHORITY
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CIVIC CENTER
LEASE REFINANCING DOCUMENTS, AND DIRECTING CERTAIN ACTIONS WITH
RESPECT THERETO
WHEREAS, the Encinitas Public Financing Authority (the "Authority") is empowered
pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, to assist cities
and other political subdivisions of the State of California in the financing of public capital
improvements convenient or necessary for the operation of such cities and other political
subdivisions by entering into such financing agreements as are necessary to accomplish the
pooling and common marketing of such agreements or certificates of participation in payments
to be made under such agreements in order to reduce the cost to such entities of the acquisition
of such real or personal property; and
WHEREAS, the City of Encinitas (the "City") initiated the lease financing of its Civic
Center (the "Project") in 1991 through the execution and delivery of a Master Lease Agreement,
dated as of December 1, 1991, between the City and the Authority (the "1991 Lease
Agreement") and Certificates of Participation evidencing the right to receive lease payments
payable by the City under the 1991 Lease Agreement (the "1991 Certificates"); and
WHEREAS, to finance the completion of the Project, the City and the Authority entered
into a First Supplement to Master Lease Agreement, dated as of August 1, 1992 in the principal
amount of $4,045,000 (the "First Supplement"), and Certificates of Participation (the "Series B
Certificates") representing the right to receive lease payments thereunder; and
WHEREAS, the City has determined that interest savings will be realized if the 1991
Lease Agreement and the First Supplement thereto (if economically advantageous to the City)
and the 1991 Certificates and Series B Certificates (if economically advantageous to the City)
are refunded; and
WHEREAS, in connection therewith, it is in the public interest and for the public benefit
and the benefit of the City that the Authority authorize and direct execution of certain financing
documents in connection therewith; and
WHEREAS, the documents below specified have been filed with the Board of the
Authority which, with the aid of its staff, has reviewed said documents;
NOW, THEREFORE, BE IT RESOLVED BY THE ENCINITAS PUBLIC FINANCING
AUTHORITY, AS FOLLOWS:
Section 1. The forms of the below-enumerated documents be and the same are hereby
approved, and the Executive Director of the Authority is hereby authorized and directed to
execute said agreements, with such changes, insertions and omissions as may be approved by
such officer, and the Secretary is hereby authorized and directed to attest the Executive
Director's signature:
(a) an Amended and Restated Master Lease Agreement, relating to the Project,
by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement");
(b) an Amended and Restated Master Trust Agreement, by and among State
Street Bank and Trust Company of California, N.A., (the "Trustee"), the Authority and
the City (the "Trust Agreement");
(c) an assignment agreement, by and between the Authority and the Trustee,
pursuant to which the Authority will assign to the Trustee its rights under the Lease
Agreement; and
(d) a Certificate Purchase Agreement, among the Authority, the City and Sutro
& Co. Incorporated, relating to the sale of the Refunding Certificates.
Section 2. The Chairperson, Executive Director, the Secretary and all other officers of
the Authority are hereby authorized and directed to execute such other documents and
certificates as may be necessary to effect the purposes of this resolution and the lease financing
herein authorized.
Section 3. This resolution shall take effect immediately.
I hereby certify that the foregoing is a full, true and correct copy of a resolution duly
passed and adopted by the Board of the Encinitas Public Financing Authority at a meeting
thereof duly held on 22nd day of October, 1997, by the following vote of the Boardmembers
thereof:
AYES, Aspell, Bond, Cameron, Davis, DuVivier
NOES, None
ABSTAIN, None
ABSENT, None
Secretary
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