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2021-01 Refinancing of 2014 LRB Pacific View & Moonlight Beach Lifeguard TowerRESOLUTION FA-2021-01 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 $10,000,000 IN CONNECTION WITH THE REFINANCING OF THE ACQUISITION OF LAND FOR PUBLIC USES, AUTHORIZING AND DIRECTING EXECUTION OF AN INDENTURE OF TRUST AND AN AMENDED AND SUPPLEMENTAL 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 acquisition of land used for public purposes (the "2014 Project'); and WHEREAS, the Authority has previously issued its 2014 Lease Revenue Bonds (Pacific View Property and Moonlight Beach Lifeguard Tower), Series B (Taxable) (the "2014 Bonds") in an original principal amount of $10,365,000; and WHEREAS, the 2014 Bonds were issued for the purpose of financing the cost of acquiring the 2014 Project, which 2014 Bonds are payable from lease payments 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, 2014 (the "2014 Lease Agreement'); and WHEREAS, to defease and redeem the 2014 Bonds, if financially feasible, the Authority proposes to issue its lease revenue bonds (the "Bonds") in an aggregate principal amount of not to exceed $10,000,000 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 First Amended and Supplemental Lease Agreement relating to refinancing of the 2014 Project (the "Lease Agreement'); and 26353.0002 1\33903537.3 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 2014 Lease Agreement and defease and redeem the 2014 Bonds; and WHEREAS, the Authority has been presented with a form of Bond Purchase Agreement (the 'Bond Purchase Agreement'), among the Authority, the City and Hilltop Securities Inc., as underwriter for the Bonds (the "Underwriter"), which establishes the terms and conditions for the Underwriter to purchase all of the Bonds of the Authority; and WHEREAS, there has been presented to the Board a form of Preliminary Official Statement (the "Preliminary Official Statement') relating to the Bonds, the terms thereof and the security for the Bonds; and WHEREAS, there has also been presented to the Board a form of Continuing Disclosure Certificate to be executed and delivered by the Authority (the "Continuing Disclosure Certificate"), for the benefit of the owners of the Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission, as amended (the "Rule"); 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 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 the leased premises, being Fire Station No. 5 and the Community Center (the "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 refinancing the 2014 Bonds under and pursuant to the Act, in the maximum aggregate principal amount not to exceed $10,000,000. 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 or the Executive Director shall be conclusive evidence of the approval of any such additions and changes: K 26353.00021 \33903537.3 (1) the Indenture of Trust relating to the issuance of the Bonds and to the 2014 Project, by and between U.S. Bank National Association. (the "Trustee") and the Authority; (2) the First Amended and Supplemental Lease Agreement relating to the lease of the Leased Premises by the City from the Authority for the purpose of refinancing the existing 2014 Lease Agreement; and (3) the Escrow Deposit and Trust Agreement, by and among the City, the Authority and U.S. Bank National Association. 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. Purchase Contract. Subject to the provisions of Section 5 hereof, the Executive Director, the Finance Director or her designee is hereby authorized and directed to negotiate and evidence the Authority's acceptance of the offer made by a Purchase Contract by executing and delivering such Purchase Contract in a form as the officer executing the same may approve and such matters are as authorized by Section 8 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Final Terms of Negotiated Sale of Bonds. The Executive Director or the Finance Director, or her 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 $10,000,000 in the aggregate; (ii) the final interest rates on various maturities of the Bonds shall result in net present value savings of debt service from the 2014 Bonds of at least 3.00%; (iii) the true interest cost on the Bonds shall not exceed 4.00%; and (iv) the Underwriter's discount (not including any original issue discount) shall not exceed 0.60% of the principal amount of the Bonds. 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 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 3 263 53, 00021 \33903 5373 continuing disclosure certificate with respect to the financing, in such form as may be approved by Bond Counsel. Section 7. 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 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. PASSED, APPROVED AND ADOPTED this 23rd day of June, 2021 by the Board of Directors of the Encinitas Public Financing Authority, City of Encinitas, State of California. Catherine S. Blakespear, Chairperson ATTEST: l.� Kathy Hollywo Secretary APPROVED AS TO FORM: 0 26353 00021A33903537.3 CERTIFICATION: I, Kathy Hollywood, Secretary of the Encinitas Public Financing Authority, do hereby certify under penalty of perjury that the foregoing Resolution was duly adopted at a regular meeting of the Board of Directors of the Encinitas Public Financing Authority on the 23rd day of June, 2021 by the following vote: AYES: Blakespear, Hinze, Kranz, Lyndes, Mosca NOES: None ABSENT: None ABSTAIN: None Kathy Hollywoo , Secretary 5 263 53.0002 1 \33903 53 7.3