2015-01 refinance library bonds RESOLUTION 2015-01
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ENCINITAS PUBLIC FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF ITS REFUNDING
REVENUE BONDS IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $17,500,000 IN
CONNECTION WITH THE REFINANCING OF THE
CONSTRUCTION OF THE PUBLIC LIBRARY,
AUTHORIZING AND DIRECTING EXECUTION OF AN
INDENTURE OF TRUST AND AN AMENDED AND
RESTATED LEASE AGREEMENT, ESCROW DEPOSIT
AND TRUST AGREEMENT AUTHORIZING THE SALE
OF THE BONDS 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 its bonds for the
purpose of providing funds to enable the City to refinance the construction of the public library
and other public facilities (the "2006 Project"); and
WHEREAS, the Authority has previously issued its 2006 Lease Revenue Bonds,
Series A (Library Construction Project) (the "2006 Bonds") in an original principal amount of
$20,000,000, and
WHEREAS, the 2006 Bonds were issued for the purpose of providing funds to
enable the City to construct the 2006 Project which 2006 Bonds are payable from lease payments
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to be paid to the Authority by the City pursuant to a Lease Agreement between the City and
Encinitas Public Financing Authority dated November 1, 2006 (the "2006 Lease Agreement");
and
WHEREAS, to defease and redeem the 2006 Bonds, if financially feasible, the
Authority proposes to issue its revenue bonds (the "Bonds") In an aggregate principal amount of
not to exceed $17,500,000 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 an Amended and
Restated Lease Agreement relating to refinancing of the 2006 Project (the "Lease Agreement");
and
WHEREAS, the Authority will retain its leasehold interests in the leased
premises under the Lease Agreement pursuant to an Amended and Restated Ground Lease
between the City and the Authority (the "Ground Lease"); and
WHEREAS, if financially feasible to do so, a portion of the proceeds of the
Bonds will be deposited in an escrow established under an Escrow Deposit and Trust Agreement,
and used to prepay the lease payments to be made under the 2006 Lease Agreement and defease
and redeem the 2006 Bonds; and
WHEREAS, the Authority has determined that the Bonds should be initially
offered for sale on a competitive basis and there has been presented to the Authority a form of
notice of sale to be used in connection with the sale thereof, and
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WHEREAS, in order to maintain the maximum flexibility in the sale of the
Bonds during the current fluctuating conditions in the municipal bond market, the Authority has
further determined to authorize, as an alternative to offering the Bonds for sale on a competitive
basis, that the Bonds be offered for sale on a negotiated basis if the Authority is unable, as a
result of such market conditions, to sell the Bonds on a competitive basis on terms that are in the
best financial interests of the Authority; 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;
THEREFORE, BE IT RESOLVED by the Board of the Encinitas Public
Financing Authority adopt 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 bond issuance 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 2006 Project 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 refinancing the 2006 Bonds under and pursuant to the Act, in the
maximum aggregate principal amount not to exceed $17,500,000.
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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 or the
Executive Director 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 2006
Project, by and between MUFG Union Bank,N.A. (the "Trustee") and the Authority;
(2) the Amended and Restated Lease Agreement relating to the lease of the
2006 Project by the City from the Authority for the purpose of refinancing the existing
2006 Lease Agreement;
(3) the Ground Lease; and
(4) the Escrow Deposit and Trust Agreement, by and among the City, the
Authority and MUFG Union Bank, N.A.
The Chairperson, the Vice Chairperson, 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. Official Notice of Sale. The form of Official Notice of Sale as
presented to this meeting and is attached hereto as Exhibit A, is hereby approved and the
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Executive Director, or his designee, is hereby authorized and directed to execute the same in
substantially the form presented to this meeting, with such changes therein as he may approve,
such approval to be conclusively evidenced by the execution and delivery thereof.
Section 5. Award of Sale of Bonds; Final Terms of Bonds. The Authority hereby
authorizes the sale of the Bonds at competitive or negotiated sale pursuant to and consistent with
the terms and conditions of this resolution. In the case of a competitive bid, the terms of the
Bonds are hereby established as follows: (i) the final principal amount of the Bonds shall not
exceed $17,500,000 in the aggregate; and (ii) the Executive Director, or his designee, is hereby
authorized and directed to award the sale of the Bonds to the bidder with the lowest true interest
cost.
Following publication of the Notice of Intention to Sell Securities and the
distribution of the Official Notice of Sale as provided for in Section 6 below and the receipt of
competitive bids for the sale of the Bonds, the Executive Director, or his designee, may accept or
reject all or any of the bids received on the Bonds. In any event, if the Executive Director, in
consultation with the Authority's Financial Advisor, determines that a competitive sale of the
bonds would not be likely to produce the best financial result for the Authority, the Executive
Director is hereby authorized to negotiate the sale of the Bonds with one or more underwriters
(the "Underwriter") and execute and deliver a purchase contract pursuant to Section 7 hereof
Section 6. Publication of Notice. The Secretary in cooperation with the City
Clerk of the City and Bond Counsel is hereby authorized and directed to publish a Notice of
Intention to Sell Securities in The Bond Buyer at least 5 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.
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Section 7. Executive Director Authorized to Establish Final Terms of Negotiated
Sale of Bonds. In the event of a negotiated sale of the Bonds, the Executive Director or Finance
Director, or his designee based on such advice of Authority staff and the Authority's financial
consultant as said officer may deem necessary, is hereby authorized and directed to act on behalf
of the Authority to establish and determine (i)the final principal amount of the various maturities
of the Bonds, which amount shall not exceed $17,500,000; (ii) the final interest rates on various
maturities of the Bonds shall result in a net present value savings of debt service from the 2006
Bonds of at least 4.50%.
Section 8. 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 Chairperson 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 9. Official Actions. The Chairperson, the Vice Chairperson, 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
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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 10. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
ADOPTED this 26th day ugus , 015.
ist aspar, Chai n
ATTEST:
6��A t�%I j j
Kathy Hol ywood,
Secretary of the Public Financing Authority
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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 26th day of
August, 2015, by the following vote of the Public Financing Authority:
AYES: Blakespear, Gaspar, Kranz,Muir, Shaffer.
NOES: None.
ABSENT: None.
ABSTAINED: None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the Encinitas Public Financing Authority this � day of 't , 2015.
CA/"�
Secretary of the'Encinitas Public
Financing Authority
(SEAL)
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