1996-04-18
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CITY OF ENCINITAS
ENCINITAS RANCH GOLF AUTHORITY
MINUTES OF REGULAR MEETING
THURSDAY, APRIL 18, 1996
CALL TO ORDER/ROLL CALL
Called to order at 3:03 p.m. by Chairman Kaiser..
PRESENT: Chairman Ed Kaiser, Vice Chairperson Kathy Riggins, Directors Alan
Archibald and Lauren Wasserman.
ABSENT: Director David Wigginton
ALSO PRESENT: General Counsel Roger Krauel, Chris Calkins, Bond Counsel Bill
Madison, Manager Jim Benson, Buck Smith and Secretary Pat Drew.
ORAL COMMUNICATION
Buck Smith, P.O. Box 2055, Encinitas: Referred to the budget discussion at the previous
evening's Council meeting for Administrative Services; also had question concerning the
legal title of JPA. Wondered why the Water District is involved in this project/agreement
at all. Manager Jim Benson responded to his questions and gave him some of the
background to the creation of the Authority.
REGULAR AGENDA
1. Approve Minutes of the Regular Meeting of April 4, 1996
On motion by Director Archibald and Seconded by Director Riggins, the
minutes were approved as presented with Director Wasserman abstaining
due to absence at meeting. 4-0
2. Adoption of Bylaws.
Following discussion members agreed that language should be added to
Article IV, Section 2-A, and any other relevant section, to the effect that there
shall be no more than two compensated meetings in any calendar month.
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Director Riggins moved that the Bylaws be accepted as amended, seconded
by Director Archibald. Unanimously approved. 5-0
3.
Update on Status of Selection for Operator and Construction Contractor.
Manager Benson updated the Directors on the work accomplished to-date in
the selection of the operator and the construction contractor.
4. Review of CFD and Golf Course Finance Provisions in the Development
Agreement.
Manager Benson reviewed the makeup of the financing team explaining that
it was essentially the same as for the CFD financing. The Bond Counsel is
the firm of Jones Hall Hill & White of San Francisco; the Underwriter is
Stone & Youngberg of La Jolla; Disclosure Counsel is Best, Best & Krieger
of Riverside; Financial Advisor is Fieldman, Rolapp & Associates of Irvine;
Authority's Counsel is Krauel & Krauel of San Diego; Authority Staff is
ERGA Manager, Assistant City Manager Benson.
Counsel Bill Madison of Jones Hall Hill & White explained the purpose and
role of each of the Financial Team participants. The first four groups
named above will be paid out of the issue of bonds.
Manager Benson reviewed the alternatives that are available for the
financing: Le. non-taxable, taxable, Operator Financed. Non-taxable
bonds have a number of limitations but a better return; Taxable have less
limitations, are rated, less development risk but a lower return; Operator
Financed have no limit on contract, Operator risk, long term, least risk for
the developer but has the lowest return. The current discussions concern
the trade-off of the potential profitability.
Manager Benson also explained that a portion of the CFD Mello Roos bonds
were used for financing the construction of certain roads for the
improvement of the golf course. About a half dozen other golf courses in
California have been financed in recent years with non-taxable bonds. On
the issuance of the bonds Counsel Bill Madison will come back to the
Authority with all relevant material prior to passing a resolution on the bond
issuance.
Flow charts will be available to the Board at a future meeting, probably May
meeting, and item continued to next meeting.
5. Reports of Directors and/or ERGA Manager.
Chris Calkins said he would like to come back with an MOU (Memorandum
of Understanding) with the Ecke Family. He feels there should be an
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historical record so that in thirty years or so someone would know what had
happened and why, particularly since the Authority has the discretion for
running the golf course. He will prepare a discussion paper for the Board's
consideration at a future meeting.
6.
Items for Future Agendas:
a) Discussion of an MOU between ERGA and Ecke Family.
(Chris Calkins preparing a list of items for discussion)
b) Review of CFD and Golf Course Finance Provisions in the
Development Agreement.
c) Consideration and Adoption of a Resolution Declaring Intention to
Reimburse Expenditures from the Proceeds of Obligations to be
Issued by the Encinitas Ranch Golf Authority and Directing Certain
Actions. (Bill Madison to prepare for next meeting)
7.
Next Meeting:
Thursday, May 2 at 3:00 p.m.
8.
Adjournment:
Director Wasserman moved that the meeting be
adjourned, seconded by Director Riggins and
unanimously agreed. 5-0
Adjourned at 4:10 p.m.
Respectfully submitted,
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Ed Kaiser, Chairman
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Patricia Drew, Secretary
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