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
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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:
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(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
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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:
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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
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