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2006-01 Lease Revenue Bonds RESOLUTION 2006-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ENCINIT AS PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS LEASE REVENUE BONDS IN CONNECTION WITH THE FINANCING OF THE ACQUISITION OF LAND FOR PUBLIC USES IN THE CITY OF ENCINIT AS AUTHORIZING AND DIRECTING EXECUTION OF AN INDENTURE OF TRUST AND A LEASE AGREEMENT, AUTHORIZING THE SALE OF THE BONDS, APPROVING A NOTICE OF SALE, A NOTICE INVITING BIDS AND AN 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 originally executed by and among the City of Encinitas (the "City"), Cardiff Sanitation District, Encinitas Fire Protection District, Encinitas Sanitation District, and San Dieguito Water District, and is 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 the Authority to issue bonds for the purpose of providing funds to enable the City to finance" certain improvements of benefit to the City, specifically the construction of the City's Public Library and other public capital improvements for the City (the "Project"); and WHEREAS, to provide such financing for the Project, the Authority proposes to issue its 2006 Lease Revenue Bonds, Series A (Library Construction Project) in an aggregate principal amount of not to exceed $20,000,000 (the "Bonds") relating to the Project 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 lease payments to be made by the City for the lease of certain facilities pursuant to a lease agreement relating to the Project lease of certain facilities (the "Lease Agreement"); and WHEREAS, the proceeds of the Bonds deposited in the Project Fund to be established pursuant to the Indenture of Trust which is hereinafter approved, will be applied by the Authority and the City to the acquisition 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 there has been presented to the Authority a form of notice of sale and a proposed form of Official Statement describing the Bonds, to be used in connection with the marketing thereof; and WHEREAS, the Board of Directors of the Authority (the "Board") has duly considered such transactions and has determined that it approves said transactions in the public interests of the City and the Authority; . THEREFORE, BE IT RESOLVED by the Board of the Encinitas Public Financing Authority adopt 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 within the contemplation of Section 6586 of the Act. SECTION 2 Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds for the purpose of funding the Project under and pursuant to the Act, in the maximum aggregate principal amount not to exceed $20,000,000. SECTION 3 Approval of Financinl! 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 Bond Counsel shall deem necessary, desirable or appropriate, the execution of which by the President, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such additions and changes: (1) the Indenture of Trust relating to thc? issuance of the Bonds and to the Project, by and between Union Bank of California, N.A. (the "Trustee") and the Authority; and (2) the Lease Agreement relating to the lease of various facilities by the City from the Authority and to finance the acquisition of the Project; and (3) the Ground Lease Agreement relating to the lease of the parcels by the Authority from the City; and (4) the Agency Agreement by and between the City and the Authority. The President, the Executive Director or the Treasurer 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 at a competitive sale. The Executive Director is hereby authorized and directed to award the sale of the Bonds to the bidder with the lowest net interest cost; provided that net interest cost to maturity 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 Publication of Notice. The Secretary in cooperation with Bond Counsel is hereby authorized and directed to publish a Notice of Intention to Sell Securities in The Bond Buver at least 15 days prior to the date bids are to be received. The Secretary, in cooperation with the financial advisor, shall cause the Official Notice Inviting Bids to be circulated among prospective bidders. . SECTION 6 Official Statement: Continuing Disclosure. The Board hereby approves the preparation of, and hereby authorizes the Executive Director 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 of the Bonds. The Executive Director or the Treasurer is hereby authorized to execute the final Official Statement in the name and on behalf of the Authority, including any modifications resulting from additions thereto and changes therein as Bond Counsel shall deem necessary, desirable or appropriate, with the execution of the final Official Statement by the President or the Executive Director to be conclusive evidence of the approval of any such additions and changes. The Executive Director or the Treasurer is further authorized to sign on behalf of the Authority a continuing disclosure certificate with respect to the financing, in such form as may be approved by Bond Counsel. SECTION 7 Official Actions. The President, the Executive Director, the Treasurer, 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 obtaining a rating on the Bonds and/or a municipal bond insurance policy and a debt service 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 connection with the issuance and sale of the Bonds. SECTION 8 Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 27th day of September, 2006. ATTEST: J1~t!Juw~~ Financing Authority CERTIFICATION I, Deborah Cervone, Secretary of the Encinitas Public Financing Authority, do hereby certify that the foregoing resolution was adopted by the Board of Directors of the Encinitas Public Financing Authority at a regular meeting thereof held on the 27th day of September, 2006, by the following vote of the Encinitas Public Financing Authority: AYES: NAYS: ABSENT: ABSTAINED: Bond, Dalager, Guerin, Houlihan, Stocks. None. None. None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Encinitas Public Financing Authority this 27th day of September, 2006. ~R~ " -- Secretary of the Encinitas Public Financing Authority (SEAL)