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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
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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:
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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.
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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
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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
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Attest:
Se re ary
Approved by the following vote :
AYES : Dean, Jacob, Rudloff, Shields, Vina
NAYS : None
ABSENT: None
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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
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(S E A.L)
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