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2012-01 Revenue Bonds I I RESOLUTION NO. 2012-01 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 REFUNDING BONDS, APPROVING RELATED INDENTURE OF TRUST, TERMINATION AGREEMENT, SITE LEASE, . LEASE AGREEMENT, ESCROW 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 "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 r 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 Refunding Bonds, 2004 Series A (Encinitas Ranch Golf Course Project) (the "2004 Bonds") under the Bond Law and an Indenture of Trust, dated as of December 1, 2004, between the , Authority and the Escrow Bank, as trustee (the "2004 Indenture") to refinance the construction of 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 refund the 2004 Bonds to properly match the debt service with revenues of the Golf Course and to finance certain capital improvements to the Golf Course, and provide for the issuance of its Revenue Bonds under the Bond Law to refinance the 2004 Bonds for such purpose; and WHEREAS, Section 2.03(a) of the 2004 Indenture provides that the 2004 Bonds may, at the option of the Authority, be redeemed on or after September 1, 2012 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 approve the issuance and sale of its Encinitas Ranch Golf Authority Revenue Bonds, 2012 Series A (Encinitas Ranch Golf Course Refinancing and Improvement Project) (the "2012 Bonds") for such purpose; and 25110.00002\7533473.2 1 r i �F d WHEREAS, the 2012 Bonds will be issued pursuant to an Indenture of Trust between the Authority and Union Bank National Association(the"Indenture"); and WHEREAS, in order to better secure the 2012 Bonds, the Corporation will lease the Golf Course from the Authority under a Site Lease between the Authority and the Corporation (the "Site Lease"), and will enter into a Lease Agreement 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 between the Corporation and the Trustee; and WHEREAS, the City of Encinitas has held a noticed public hearing pursuant to Section 6586.5 of the California Government Code on September 19, 2012 and has made a finding of significant public benefit in that financing the capital improvements to the Golf Course will provide more efficient delivery of recreational services to the .City of Encinitas, and has approved the financing by the Authority of the capital improvements; and 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: h SECTION 1. The Board of Directors hereby finds that the above recitals are true and correct and that the capital improvements to the Golf Course will be located in the City of Encinitas which is a member agency of the Authority. SECTION 2. 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 refunding the 2004 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 Chairman, the Treasurer and the Auditor (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. SECTION 3. The Board hereby approves the refunding of the 2004 Bonds with the proceeds of the Bonds, which shall be deposited into an Escrow Fund created under the Escrow y Deposit and Trust Agreement, between the Authority and Union Bank 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 for and in the name of the Authority. 25110.00002\7533473.2 2 r• f,. i! j SECTION 4. The Board hereby approves the termination of the Site Lease, Lease Agreement and Assignment Agreement, all executed, delivered and recorded in connection with , the issuance of the 2004 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 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 5. The Board hereby approves the lease of the Golf Course 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 6. 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 7. The Board of Directors hereby approves the sale of the Bonds by negotiation with Stifel Nicolaus & Company, Incorporated, dba Stone & Youngberg, a division of Stifel Nicolaus (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 $11,000,000, at an interest rate not to exceed 6.00% andr for a purchase price which reflects a discount paid to the Underwriter of not-to-exceed 2.00% of the principal amount of the Bonds. SECTION 8. 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'l5c2-12 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 i t. 25110.00002\7533473.2 3 r `i a 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 9. This Resolution shall take effect from and after the date of its passage and adoption. APPROVED AND ADOPTED this 23rd day of October, 2012. Chairman 5' Attest: Se re ary Approved by the following vote : AYES : Dean, Jacob, Rudloff, Shields, Vina NAYS : None ABSENT: None 4. f II. 25110.00002\7533473.2 4 i STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) . I, Kathy Hollywood, Secretary of the Encinitas Ranch Golf Authority, do hereby certify that the foregoing Resolution, being Resolution No:_?c >01 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 October 23 2012, and thereafter was duly signed by the Chairperson of the Encinitas Ranch Golf Authority; i .a u Secr (S E A.L) Yk 4 A A 4: y` 1 J' 25110.00002\753 3473.2 1 :