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2012-08-28 ENCINITAS RANCH GOLF AUTHORITY SPECIAL MEETING MINUTES ENCINITAS RANCH CLUBHOUSE ENC1N 1 1AS 1275 QUAIL GARDENS DRIVE, ENCINITAS RAN( -1 TUESDAY,AUGUST 28,2012, at 4:30 p.m. CALL TO ORDER/ROLL CALL Chairman Dean called the meeting to order at 4 30 p in DIRECTORS PRESENT Chairman Bill Dean, Cindy Jacob, Gus Vma (City Manager), and Greg Shields(Interim Director of Engineering) DIRECTORS ABSENT. Lisa Rudloff(Parks and Recreation Director) ALSO PRESENT: John McNair, Rod Linville, Kent Graff, JC Resorts, Chris Calkins, Carltas Company, Jay Lembach, Nancy Sullivan, Kathy Hollywood (Board Secretary),Dick Stern, Encinitas Ranch HOA There being a quorum present, the meeting was in order AGENDIZED BUSINESS ITEMS 1 Approval of Minutes of the 06-26-2012 Regular Meeting and the 07-17-2012 Special Meeting Minutes Contact Person Board Secretary Hollywood RECOMMENDED ACTION: Approve the Minutes of the 06-26-2012 Regular Meeting and the 07-17-2012 Special Meeting ACTION: Jacob moved, Vma seconded to approve the minutes of the 06-26-2012 Regular Meeting and the 07-17-2012 Special Meeting. Motion carried. Ayes: Dean, Jacob, Shields,Vma. Nays: None. Abstain: None. Absent- Rudloff. 2 Review Summary of Revenues and Expenditures/Financial Statements/Capital Reserves for June 2012 and July 2012 Contact Person JC Resorts, Rod Linville RECOMMENDED ACTION: Receive the report Mr Linville reviewed the Summary of Revenues and Expenditures, and Financial Statements for June and July 2012. Mr Graff reviewed the Capital Reserves for June and July 2012 August 28,2012, Special ERGA Board Meeting Minutes Page 1 of 4 3 Discussion and possible direction to staff regarding ERGA Boards direction on July 17, 2012, to develop and fund the contingency reserve fund authorized under Addendum Three to the Encinitas Ranch Development Agreement Contact Person Jay Lembach RECOMMENDED ACTION: Re-open the prior agenda item for discussion, receive public input, and provide direction to staff. Mr Stem spoke regarding the homeowners' concerns regarding the creation of a contingency reserve fund and the lack of policy and rationale for the creation of such a fund Chairman Dean, Mr Vina, and Mr Calkins reviewed the purpose of creating a contingency reserve fund ACTION: Vina moved, Shields seconded to: 1) authorize allocating $100,000 to the contingency fund; 2) authorize a payment of $253,127 of Excess Golf Course Net Revenues (EGCNR) to the Community Facilities District#1 Special Tax fund by the due date of August 1, 2012; 3) commit that the leadership team will continue to work on explaining all of the reserves and their purpose for communication back to the homeowners; 4) create a policy and rationale for the creation of the contingency reserve fund; 5) bring back a detailed improvement plan for board discussion; and 6) create a subcommittee of Chairman Dean, City Manager Vina, and HOA representative Dick Stern to develop definitions, rationale, and policy for the contingency reserve fund. Motion carried. Ayes: Dean, Jacob, Shields, Vina. Nays: None. Abstain: None.Absent: Rudloff. 4 Information report regarding the executed professional services contracts related to the potential sale of the 2012 ERGA Revenue Refunding Bonds Contact Person- Jay Lembach RECOMMENDED ACTION: This is an information item, no action is required Mr Lembach stated this was an informational item to provide the board and public a copy of the executed contracts that were approved at the July 17, 2012, ERGA board meeting 5 Consideration of a potential refinancing of the Encinitas Ranch Golf Authority 2004 Revenue Bonds(the"2004 Bonds") Contact Person Jay Lembach RECOMMENDED ACTIONS: 1) Provide direction to staff and the financing team as to the desired final maturity date of the new bonds, 2) Provide direction to staff and the financing team as to the amount of capital momes to be raised in the new issue, specifying which projects are approved for inclusion; 3) Make a formal finding that the existing capital improvements at the Golf Course (which are being refinanced) and any new capital improvements (which are to be financed by the new bonds)have a remaining useful life that meets or exceeds the final maturity date of the new bonds, August 28,2012, Special ERGA Board Meeting Minutes Page 2 of 4 4) Authorize staff and the financing team to adjust the amount of capital raised in the financing, based on market conditions and the specific factors affecting the marketability of the bonds Staff will inform all appropriate parties of any proposed changes,prior to the final sale; 5) Consider authorizing the reimbursement of costs incurred by the City of Encinitas in the processing of this bond refinancing, in the amount of$14,000, 6) Authorize the Chairman to request that a Public Hearing before the Encinitas City Council be scheduled and properly noticed for Wednesday, September 19, 2012 Authorize the Chairman to make the required presentation at the Public Hearing, requesting that the City Council make findings required by law to allow the 2012 ERGA financing to proceed; and 7) That the Board takes a property tour of the proposed improvements to get a complete understanding of the proposed enhancements Mr Lembach reviewed the potential bond refinancing and the recommended actions Mr McNair reviewed the potential bond refinancing and list of proposed improvements Public Comments- Tony Kranz spoke Dick Stern spoke The Board discussed options for the bond refinancing. ACTION: Vina moved,Jacob seconded to take the following actions: 1) Provide direction to staff and the financing team as to the desired final maturity date of the new bonds to be 2030; 2) Provide direction to staff and the financing team that the amount of capital monies to be raised in the new issue is up to $1 million, and specify the projects listed in Attachment A of the agenda report are approved for inclusion; 3) Make a formal finding that the existing capital improvements at the Golf Course (which are being refinanced) and any new capital improvements (which are to be financed by the new bonds) have a remaining useful life that meets or exceeds the final maturity date of the new bonds; 4) Authorize staff and the financing team to adjust the amount of capital raised in the financing, based on market conditions and the specific factors affecting the marketability of the bonds. Staff will inform all appropriate parties of any proposed changes,prior to the final sale; 5) Authorize the reimbursement of costs incurred by the City of Encinitas in the processing of this bond refinancing,in the amount of$14,000; 6) Authorize the Chairman to request that a Public Hearing before the Encinitas City Council be scheduled and properly noticed for Wednesday, September 19, 2012. Authorize the Chairman to make the required presentation at the Public Hearing, requesting that the City Council make findings required by law to allow the 2012 ERGA financing to proceed; and August 28,2012,Special ERGA Board Meeting Minutes Page 3 of 4 7) That the Board takes a property tour of the proposed improvements to get a complete understanding of the proposed enhancements. Motion carried. Ayes: Dean, Jacob, Shields, Vina. Nays: None. Abstain: None. Absent: Rudloff. 6 Report on course enhancements Contact Person: JC Resorts, Kent Graff RECOMMENDED ACTION Receive the report. Mr Graff reviewed course enhancements including over seeding and pest control 7 Report on incidents and accidents Contact Person JC Resorts,Rod Linville RECOMMENDED ACTION Receive the report Mr Linville stated that there were no incidents or accidents to report REPORTS FROM DIRECTORS AND/OR MANAGER REPORTS There were no reports from directors and/or manager reports ADJOURNMENT ACTION: Vina moved, Jacob seconded to adjourn the meeting. Motion carried. Ayes: Dean, Jacob, Shields,Vina. Nays: None. Abstain: None.Absent: Rudloff. Chairman Dean adjourned the meeting at 5 53 p m. and invited everyone in attendance to tour the golf course and proposed improvements Kathy�I'ollyw o ,Board Secretary Bill Dean, Chairman August 28,2012, Special ERGA Board Meeting Minutes Page 4 of 4