2001-02 Bonds
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RESOLUTION NO. 2.001-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ENCINIT AS
RANCH GOLF AUTHORITY AUTHORIZING THE ISSUANCE AND SALE
OF NOT TO EXCEED $13,000,000 PRINCIPAL AMOUNT OF REVENUE
REFUNDING BONDS, APPROVING RELATED INDENTURE OF TRUST,
TERMINA nON AGREEMENT, SITE LEASE, LEASE AGREEMENT,
ESCROW AGREEMENT AND SUPPLEMENT At INDENTURE,
AMENDMENT OF MANAGEMENT AGREEMENT, OFFICIAL STATEMENT
AND BOND PURCHASE AGREEMENT, AND AUTHORIZING RELATED
DOCUMENTS AND OFFICIAL ACfIONS
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WHEREAS, the City of Encinitas (the "City") and the San Dieguito Water
District created Encinitas Ranch Golf Authority (the "Authority") pursuant to that
certain Joint Exercise of Powers Agreement dated as of April 19, 1995 (the "JPA
Agreement"), for the purpose of financing the acquisition of certain real property and the
construction of a golf course to be located in the City (the "Golf Course"); and
WHEREAS, the Encinitas Ranch Golf Corporation (the "Corporation") was
formed for purposes which include assisting the Authority in financing the acquisition,
construction and improvement of the Golf Course; and
WHEREAS, the Authority is authorized pursuant to the provisions of Article 4
of the Joint Exercise of Powers Law (the "Bond Law"), to issue its revenue bonds for the
purpose of financing the acquisition and construction of public capital improvements
such as the Golf Course; and
WHEREAS, the Authority issued its Encinitas Ranch Golf Authority Revenue
Bonds, 1996 Series A (Encinitas Ranch Golf Course Project) (the "1996 Bonds") under
the Bond Law and an Indenture of Trust, dated as of September 1, 1996, between the
Authority and the Escrow Bank, as trustee (the "1996 Indenture ") to finance the
construction of the Golf Course; and
WHEREAS, the Authority, after due investigation and deliberation, has
detemlined that it is in the interests of the Authority at this time to refund the 1996
Bonds to achieve interest rate savings, and provide for the issuance of its Revenue
Refunding Bonds under the Bond Law to refinance the 1996 Bonds for such purpose;
and
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WHEREAS, Section 2.03(a) of the 1996 Indenture provides that the 1996 Bonds
may, at the option of the Authority, be redeemed on or after September 1, 2006 at a
price of 102% of the principal amount thereof; and
WHEREAS, the Board of Directors of the Authority (the "Board of Directors")
has determined to amend the 1996 Indenture (with the approval of the Owners of the
1996 Bonds) to provide that the 1996 Bonds may be redeemed on September 1, 2004 at
the principal amount thereof, without premium, and to approve the issuance and sale of
its Encinitas Ranch Golf Authority Revenue Refunding Bonds, 2001 Series A (Encinitas
Ranch Golf Course Project) (the "2001 Bonds") for such purpose; and
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WHEREAS, the 2001 Bonds will be issued pursuant to an Indenture of Trust,
dated as of September 1, 2001, between the Authority and U.S. Bank Trust National
Ac;sociation (the "Indenture"); and
WHEREAS, in order to better secure the 2001 Bonds, the Corporation will lease
the Golf Course to the Authority under a Site Lease, dated as of September 1, 2001,
between the Authority and the Corporation (the "Site Lease"), and will enter into a
Lease Agreement, dated as of September 1, 2001, between the Authority and the
Corporation, under which the Corporation will lease the Golf Course back to the
Authority (the "Lease Agreement"); and
WHEREAS, the Corporation will assign its rights under the Lease Agreement to
the Trustee pursuant to an Assignment Agreement, dated as of September 1, 2001,
between the Corporation and the Trustee; and
WHEREAS, the Board of Directors has detemùned to modify certain of the
terms of the Golf Course Consulting and Management Agreement between the Authority
and CJ Resorts, Inc., dated as of September 1,1996 (the "Management Agreement").
WHEREAS, the Board of Directors has duly considered such transactions and
wishes at this time to authorize the issuance and sale of the Bonds and the documents
and actions relating thereto;
.
NOW, THEREFORE, be it RESOLVED, DETERMINED and ORDERED by
the Board of Directors of the Encinitas Ranch Golf Authority as follows:
SECTION 1. The Board of Directors hereby authorizes the issuance of the Bonds
under and pursuant to the Bond Law and the Indenture in the aggregate principal
amount of not to exceed $13,000,000 for the purpose of refunding the 1996 Bonds, as
set forth in the recitals of this Resolution. The Board of Directors hereby approves the
Indenture in substantially the form on file with the Secretary, together with any changes
therein or additions thereto approved by the Executive Director, the Chair or the Vice-
Chair (each, an "Authorized Officer"). An Authorized Officer is 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 the Indenture in the name and on
behalf of the Authority. The Board of Directors hereby authorizes the delivery and
performance of the Indenture.
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SECTION 2. The Board hereby approves the refunding of the 1996 Bonds with
the proceeds of the Bonds, which shall be deposited into an Escrow Fund created under
the Escrow Deposit and Trust Agreement and Supplemental Indenture, between the
Authority and U.S. Bank Trust National Association, in substantially the form on file
with the Secretary, together with any changes therein or additions thereto deemed
advisable by an Authorized Officer. The Board hereby authorizes and directs the
Authorized Officer to execute, and the Secretary to attest and affix the seal of the
Authority to, said form of the Escrow Deposit and Trust Agreement and Supplemental
Indenture for and in the name of the Authority.
SECTION 3. The Board hereby approves the termination of the Site Lease, Lease
Agreement and Assignment Agreement, all executed, delivered and recorded in
cormection with the issuance of the 1996 Bonds, pursuant to and in accordance with the
terms and provisions of the Termination Agreement, in substantially the form on file
with the Secretary, together with any changes therein or additions thereto deemed
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advisable by the Authorized Officer. The Board hereby authorizes and directs the
Authorized Officer to execute, and the Secretary to attest and affix the seal of the
Authority to, said form of the Termination Agreement for and in the name of the
Authority.
SECTION 4. The Board hereby approves the lease of the Golf Course from the
Authority to the Corporation pursuant to the Site Lease, in substantially the form on file
with the Secretary, together with any changes therein or additions thereto deemed
advisable by an Authorized Officer. The Board hereby authorizes and directs the
Authorized Officer to execute, and the Secretary to attest and affix the seal of the
Authority to, said form of the Site Lease for and in the name of the Authority.
SECTION 5. The Board hereby approves the lease of the Golf Course from the
Corporation pursuant to and in accordance with the terms and provisions of the Lease
Agreement, in substantially the form on file with the Secretary, together with any
changes therein or additions thereto deemed advisable by the Authorized Officer. The
Board hereby authorizes and directs the Authorized Officer to execute, and the
Secretary to attest and affix the seal of the Authority to, said form of the Lease
Agreement for and in the name of the Authority. The lease of the Golf Course shall be
upon the terms and conditions set forth in the Lease Agreement.
SECTION 6. The Board of Directors hereby approves the sale of the Bonds by
negotiation with Stone & Youngberg LLC (the 'Underwriter"). The Board of Directors
hereby authorizes, and delegates all necessary authorization to, the Authorized Officer
to undertake and complete the proceedings for the negotiated sale of the Bonds in
accordance with this Resolution and the Purchase Agreement on file with the Secretary,
which the Treasurer is hereby authorized and directed to execute, subject to the
limitations hereinafter set forth. The Bonds shall be sold in a principal amount of not-
to-exceed $13,000,000, at interest rates that produce net present value savings of at
least three percent (3%) of the 1996 Bonds being refunded, and for a purchase price
which reflects a discount paid to the Underwriter of not-to-exceed one and one-half
percent of the principal amount of the Bonds, and an original issue discount (if any) of
not-to-exceed two percent (2%) of the Bonds.
SECTION 7. The Board of Directors hereby approves, and hereby directs the
Authorized Officer, on behalf of the Authority, to deem nearly final within the meaning
of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary Official
Statement describing the Bonds when, in the judgment of such Authorized Officer, based
upon the advice of disclosure counsel and bond counsel, such preliminary statement is
nearly final. Distribution of such preliminary Official Statement by the Underwriter is
hereby approved. The Authorized Officer is hereby authorized to execute the final form
of the Official Statement, as it may be modified by such permitted additions thereto and
changes therein as the Authorized Officer shall deem necessary, desirable or
appropriate, and the execution of the final Official Statement by the Authorized Officer
shall be conclusive evidence of the approval of any such additions and changes. The
Board of Directors hereby authorizes the distribution of the final Official Statement by
the Underwriter. The final Official Statement and the Continuing Disclosure Agreement
(as defined in the Indenture) shall be executed in the name and on behalf of the
Authority by the Authorized Officer.
SECTION 8. The Board hereby approves the amendments to the Management
Agreement, pursuant to and in accordance with the terms and provisions of the
Amendment to Golf Course Consulting and Management Agreement, in substantially the
form on file with the Secretary, together with any changes therein or qdditions thereto
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STATE OF CAUFORNIA )
) 55
COUNTY OF SAN DIEGO)
I, , Secretary of the Encinitas Ranch Golf Authority, do
hereby certify that the foregoing Resolution, being Resolution No. , was duly
adopted by the Board of Directors of the Encinitas Ranch Golf Authority at a regular
meeting of the Board of Directors held on , 2001, and thereafter was duly
signed by the Chairperson of the Encinitas Ranch Golf Authority.
Secretary
(SEAL)
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deemed advisable by the Authorized Officer. The Board hereby authorizes and directs
the Authorized Officer to execute, and the Secretary to attest and affix the seal of the
Authority to, said form of the Amendment to Golf Course Consulting and Management
Agreement for and in the name of the Authority.
SECTION 9. This Resolution shall take effect from and after the date of its
passage and adoption.
APPROVED AND ADOPTED this 30th day of August, 2001.
Chairperson
Attest:
Secre tary
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