1996-02 Issuance of Bonds
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RESOLUTION NO. 96-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ENCINITAS
RANCH GOLF AUTHORITY AUTHORIZING THE ISSUANCE AND SALE
OF NOT TO EXCEED $11,000,000 PRINCIPAL AMOUNT OF REVENUE
BONDS TO FINANCE IMPROVEMENTS TO ENCINITAS RANCH GOLF
COURSE, APPROVING RELATED INDENTURE OF TRUST, SITE LEASE,
LEASE AGREEMENT, OFFICIAL STATEMENT AND BOND PURCHASE
AGREEMENT, AND AUTHORIZING RELATED DOCUMENTS AND
OFFICIAL ACTIONS
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 "JP A
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, after due investigation and deliberation, has
determined that it is in the interests of the Authority at this time to provide for the
issuance of its revenue bonds under the Bond Law to finance the construction of the
Golf Course, which will be located in the City, on an approximately 175 acre site
located 1-1/2 miles east of 1-5, south of La Costa Boulevard, north of Encinitas
Boulevard and west of El Camino Real; and
WHEREAS, the Board of Directors of the Authority (the "Board of Directors")
has determined to approve the issuance and sale of its Encinitas Ranch Golf
Authority Revenue Bonds, 1996 Series A (Encinitas Ranch Golf Course Project) (the
"Bonds") for such purpose; and
WHEREAS, the 1996 Bonds will be issued pursuant to an Indenture of Trust,
dated as of September 1, 1996, between the Authority and a trustee to be selected by
the Executive Director, as Trustee (the "Indenture"); and
WHEREAS, in order to better secure the 1996 Bonds, the Corporation will
lease the Golf Course to the Authority under a Site Lease, dated as of September 1,
1996, between the Authority and the Corporation (the "Site Lease"), and will enter
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into a Lease Agreement, dated as of September 1, 1996, 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, 1996,
between the Corporation and the Trustee.
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 $11,000,000 for the purpose of financing the
acquisition and construction of the Golf Course 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 ERGA Manager, together with any changes therein or
additions thereto approved by the Executive Director, the Chairperson or the ERGA
Manager (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 perfonnance of the Indenture.
SECTION 2. The Board hereby approves the lease of the Golf Course from the
Authority to the Corporation pursuant to the Site Lease, in substantially the fonn 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 fonn of the Site Lease for and in the name of the Authority.
SECTION 3. 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 fonn 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 4. 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 ne<.::essary 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
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on file with the Secretary, which the Authorized Officer is hereby authorized and
directed to execute, subject to the limitations hereinafter set forth. The Bonds shall
be sold at a net interest cost of not to exceed nine percent (9%) per annum, and for a
purchase price which is at least equal to ninety-seven percent (97%) of the par
amount thereof.
SECTION 5. 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 pennitted 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 6. The Authorized Officer is 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 execution and delivery of any and all assignments
(including specifically the Assignment Agreement (Construction Contract), dated as
of September 1, 1996, among Carltas Company, a California Limited Partnership
("Carltas"), R. E. Hazard Contracting Co./Environmental Golf, Inc., a Joint Venture,
and the Authority), certificates, requisitions, agreements (including specifically: (i)
the Golf Course Consulting and Management Agreement, dated as of September 1,
1996, between the Authority and CJ Resorts, Inc., a California Corporation; and (ii)
the Agreement Regarding Funding of Golf Course Construction, dated September 1,
1996, between the Authority and Carltas), notices, consents, instruments of
conveyance and other documents, which they, or any of them, may deem necessary
or advisable in order to consummate the lawful issuance and sale of the Bonds as
described herein. Whenever in this resolution any officer of the Authority is
authorized to execute or countersign any document or take any action, such
execution, countersigning or action may be taken on behalf of such officer by any
person designated by such officer to act on his or her behalf in the case such officer
shall be absent or unavailable.
SECTION 7. This Resolution shall take effect from and after the date of its
passage and adoption.
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APPROVED AND ADOPTED this 15th day of August, 1996.
~"?tftL Edward Kaiser
Chairperson
Attest:
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~~{'1" Á ~ c::tff<
Deputy Secretary
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STATE OF CALIFORNIA)
) ss.
COUNTY OF SAN DIEGO)
I, Patricia Drew, Deputy Secretary of the Encinitas Ranch Golf Authority, do hereby
certify that the foregoing Resolution, being Resolution No. 96-02, 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 August 15, 1996, and thereafter was duly signed by
the Chairperson of the Encinitas Ranch Golf Authority.
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- GL-L~ J} ~/
Patricia Drew, Deputy Secretary
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