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1996-02 Issuance of Bonds '. . . . 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 i . . . 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 2 . . . 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. 3 " ,- . . . APPROVED AND ADOPTED this 15th day of August, 1996. ~"?tftL Edward Kaiser Chairperson Attest: () A" 'ì\ <hA/ ~~{'1" Á ~ c::tff< Deputy Secretary 4 . . . 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. . - GL-L~ J} ~/ Patricia Drew, Deputy Secretary SEAL .