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2013-01 Issuance of revenue bonds - park RESOLUTION 2013-01 RESOLUTION OF THE BOARD OF DIRECTORS OF THE ENCINITAS PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS REVENUE BONDS IN THE ORIGINAL PRINCIPAL AMOUNT OF NOT TO EXCEED $8,000,000 IN CONNECTION WITH THE FINANCING OF CITY PARK IMPROVEMENTS, AUTHORIZING AND DIRECTING EXECUTION OF AN INDENTURE OF TRUST AND A LEASE AGREEMENT, AUTHORIZING A NOTICE OF SALE 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 by and among the City of Encinitas (the "City"), Cardiff Sanitation District, Encinitas Fire Protection District, Encinitas Sanitation District and the 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 its bonds for the purpose of providing funds to enable the City to finance certain improvements of benefit to the City, specifically the improvements to a City park located in the former "Hall Property" (the "Project"); and WHEREAS, to provide such financing for the Project, the Authority proposes to issue its revenue bonds in an aggregate principal amount of not to exceed $8,000,000 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 financing of the Project, and the lease of the Leased Premises, defined below(the "Lease Agreement"); and WHEREAS, the City Council has determined that the City Corporation Yard should be the leased asset under the Lease Agreement (the "Leased Premises"); and WHEREAS, a portion of the proceeds of the Bonds will be deposited in the Project Fund to be established pursuant to the Indenture of Trust which is hereinafter approved, and will be applied by the Authority and the City to 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 official 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 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; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Board of Directors of the Encinitas Public Financing Authority as follows: SECTION 1 Findings and Determinations. (a) 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 thereby result in significant public benefits within the contemplation of Section 6586 of the Act. (b) The Board finds and determines that the above recitals are true and correct and that the fair rental value of Leased Premises exceeds the present value of Lease Payments to be made under the Lease Agreement. 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 original principal amount not to exceed $8,000,000. 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 Bond Counsel shall deem necessary, desirable or appropriate, the execution of which by the Chairperson, the Vice Chairperson, the Executive Director or the Director of Finance shall be conclusive evidence of the approval of any such additions and changes: (1) the Indenture of Trust relating to the issuance of the Bonds and to the Project, by and between Union Bank National Association (the "Trustee") and the Authority; (2) the Lease Agreement relating to the lease of the Leased Premises by the City from the Authority for the purpose of financing the Project; (3) the Agency Agreement by and between the City and the Authority; (4) the Official Notice of Sale. The Chairperson, the Vice Chairperson, the Executive Director or the Director of Finance 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 competitive sale, and the Executive Director shall award the sale to the bidder providing the lowest true interest cost on the Bonds. SECTION 5 Official Statement, Disclosure. The Board hereby approves the preparation of, and hereby authorizes the Executive Director or the Director of Finance 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 Director of Finance 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 Chairperson to be conclusive evidence of the approval of any such additions and changes. The Executive Director or the Director of Finance 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 6 Official Actions. The Chairperson, the Vice Chairperson, the Executive Director, the Director of Finance, the Secretary and any and all other officers of the Authority, as shall be designated by the Executive Director, 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 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 7 Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 13th day of February, 2013 Teresa Arballo Barth, Chairperson of the Encinitas Public Financing Authority ATTEST. Kathy lywoo , Secretary of the Encinitas Public Financing Authority CERTIFICATION I, Kathy Hollywood, 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 13th day of February, 2013, by the following vote of the Board of Directors: AYES: Barth, Gaspar, Kranz, Muir, Shaffer. NAYS: None. ABSENT: None. ABSTAINED: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal this 13th day of February, 2013. ��AWA Kathy H wood, Secretary of the Encinitas Public Financing Authority (SEAL) 26353 00009\7663076.2