Resolution Number CRA 08-05-06-01RESOLUTION NO. CRA 08-05-06-0 1
' A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, AUTHORIZING ISSUANCE OF NOT TO
EXCEED TWENTY ONE MILLION DOLLARS ($21,000,000) PRINCIPAL
AMOUNT OF SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT
PROJECT 2008 TAX ALLOCATION BONDS CONSISTING OF TAX
EXEMPT SERIES A BONDS AND SUBORDINATE TAXABLE SERIES B
BONDS (HOUSING), APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF INDENTURE OF TRUST AND CONTINUING
DISCLOSURE AGREEMENT RELATING THERETO, AUTHORIZING
AND DIRECTING COMPETITIVE BID OF SALE OF SUCH BONDS,
APPROVING OFFICIAL STATEMENT AND PROVIDING OTHER
MATTERS PROPERLY RELATING THERETO
WHEREAS, the San Juan Capistrano Community Redevelopment Agency (the
"Agency") is a redevelopment agency duly created, established and authorized to
transact business and exercise its powers, all under and pursuant to the Community
Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the
Health and Safety Code of the State of California), and the powers of the Agency
include the power to issue bonds for any of its corporate purposes; and
' WHEREAS, a Redevelopment Plan (the "Redevelopment Plan") for the San
Juan Capistrano Central Redevelopment Project in the City of San Juan Capistrano,
California (the 'Redevelopment Project") has been approved by Ordinance No. 488,
adopted by the City Council of the City of San Juan Capistrano on July 12, 1983, and
amended by Ordinance No. 509, adopted on May 15, 1984, Ordinance No. 547,
adopted on July 16, 1985, Ordinance No. 582 and Ordinance No. 583, adopted on
August 19, 1986, Ordinance No. 756, adopted on December 6, 1994, Ordinance No.
883 adopted on July 15, 2003, Ordinance No. 923 adopted on May 15, 2007 and
Ordinance No. 932 adopted on December 18, 2007 together with any amendments
thereof heretofore or hereafter duly enacted pursuant to the Law; and
WHEREAS, the Agency has heretofore issued its $1,800,000 principal amount
of San Juan Capistrano Central Redevelopment Project 1997 Taxable Tax Allocation
Bonds (Housing) (the "1997 Bonds') for the purpose of funding certain low and
moderate income housing projects pursuant to the Law, and its $6,315,000 San Juan
Capistrano Central Redevelopment Project 1998 Tax Allocation Bonds (the "1998
Bonds") for the purpose of funding various redevelopment activities pursuant to the Law
and the Redevelopment Plan, including in part housing projects and in part projects
which were not secured by low and moderate income housing revenues; and
WHEREAS, the Agency wishes to sell at this time tax allocation bonds entitled
' "SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY SAN JUAN
CAPISTRANO CENTRAL REDEVELOPMENT PROJECT 2008 TAX ALLOCATION
BONDS' consisting of Tax Exempt Series A Bonds (the "Series A Bonds') and
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Subordinate Taxable Series B Bonds (Housing) (the "Series B Bonds" and together with
the Series A Bonds, the "Bonds") to (i) finance the Agency's undertakings in the
Redevelopment Project pursuant to the Redevelopment Plan, (ii) fund a reserve
account for the Bonds and (iii) pay certain costs of issuance with respect to the Bonds
and for other purposes related thereto; and
WHEREAS, the Series A Bonds shall be secured by Pledged Tax Revenues (the
"Series A Pledged Tax Revenues") consisting primarily of the tax increment received by
the Agency; and
WHEREAS, the Series A Bonds are being issued for the purpose of funding
redevelopment activities, however the Series A Bonds are not being issued to finance
amounts deposited in the Low and Moderate Income Housing Fund for use pursuant to
Section 33334.2 of the Law to increase or improve the supply of low and moderate
income housing within or of benefit to the Project Area; therefore, (i) the Series A Bonds
are not secured by that portion of Tax Revenue otherwise required to be deposited in
the Low and Moderate Income Housing Fund pursuant to Sections 33334.6(c) and
33334.3 of the Law, and (ii) the Series A Bonds are secured by Series A Pledged Tax
Revenues on a parity with the 1998 Bonds; and
WHEREAS, the Series B Bonds shall be secured by Pledged Tax Revenues (the
"Series B Pledged Tax Revenues") consisting primarily of the tax increment received by
the Agency and otherwise required to be deposited in the Low and Moderate Income
Housing Fund pursuant to Sections 33334.6(c) and 33334.3 of the Law; and
WHEREAS, the Series B Bonds are being issued to finance amounts deposited
in the Low and Moderate Income Housing Fund for use pursuant to Section 33334.2 of
the Law to increase or improve the supply of low and moderate income housing within
or of benefit to the Project Area; therefore, the Series B Bonds are secured by Series B
Pledged Tax Revenues on a parity with the 1997 Bonds;
NOW, THEREFORE, BE IT RESOLVED by the San Juan Capistrano
Community Redevelopment Agency, as follows:
Section 1. The sale of an aggregate principal amount of Series A Bonds not to
exceed Ten Million Dollars ($10,000,000) to (i) finance the Agency's undertakings in the
Redevelopment Project pursuant to the Redevelopment Plan; (ii) fund a reserve
account for the Series B Bonds and (iii) pay certain costs of issuance with respect to
the Series B Bonds and for other purposes related thereto, is hereby authorized; and
the sale of an aggregate principal amount of Series B Bonds not to exceed Eleven
Million Dollars ($11,000,000) to (i) finance low and moderate income housing within or
of benefit to the Project Area; (ii) fund a reserve account for the Series B Bonds and (iii)
pay certain costs of issuance with respect to the Series B Bonds and for other purposes
related thereto, is hereby authorized.
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' Section 2. The Preliminary Official Statement, in the form presented herewith is
hereby approved. The Chairman, Vice Chairman, Executive Director, Assistant
Executive Director, Economic Development Manager and Secretary, and their written
designees (the "Authorized Officers") are hereby authorized to sign a certificate
pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
relating to the Preliminary Official Statement. The Authorized Officers are hereby
authorized and directed to execute, approve and deliver the Final Official Statement in
the form of the Preliminary Official Statement which, upon execution as authorized
below, is made a part hereof as though set forth in full herein, with such changes,
insertions and omissions as the officer or officers executing said document may require
or approve, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 3. The Indenture of Trust for the Series A Bonds and the Indenture of
Trust for the Series B Bonds (collectively, the "Indenture"), by and between the Agency
and U.S. Bank National Association, as trustee is each hereby approved in substantially
the form presented, together with such changes thereto as may be approved by the
Authorized Officers on the advice of Stradling Yocca Carlson & Rauth, a Professional
Corporation ("Bond Counsel"). The execution of the Indenture shall be conclusive
evidence of approval of such changes.
Section 4. The Official Notice of Sale (the "Official Notice of Sale") is hereby
approved in substantially the form presented, together with such changes thereto as
shall be approved by the Authorized Officers on the advice of Bond Counsel and
Fieldman, Rolapp & Associates, Inc. (the "Financial Advisor"). The Execution of the
Official Notice of Sale shall be conclusive evidence of approval of such changes. In no
event shall such Official Notice of Sale provide for underwriter's discount (exclusive of
original issue discount) in excess of 1.50% of the principal amount of the Bonds or for
an All -In True Interest Cost in excess of 7.75% per annum.
Section 5. The form of Continuing Disclosure Agreement (the "Continuing
Disclosure Agreement"), by and between the Agency and the Trustee, as dissemination
agent, is hereby approved in substantially the form presented, together with such
changes thereto as may be approved by the Authorized Officers upon the advice of
Bond Counsel. The execution of the Continuing Disclosure Agreement shall be
conclusive evidence of approval of such changes.
Section 6. The Authorized Officers, Bond Counsel and the Financial Advisor are
hereby authorized to select a municipal bond insurer to insure the Bonds if such
Authorized Officer determines that insuring the Bonds will reduce debt service payable
with respect to the Bonds. The Authorized Officers, after consultation with Bond
Counsel and the Financial Advisor, are hereby authorized to select a municipal bond
insurer to issue a reserve fund surety bond for deposit in the reserve fund created with
respect to the Bonds and to sign an agreement with such municipal bond ' insurer in form and substance as is customary in connection with the issuance of such a reserve
fund surety bond, if such Authorized Officer determines deposit of the surety bond is
cost effective to the Agency. Bond Counsel is hereby directed to include in the
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Indenture and Official Statement such reasonable comments of the municipal bond
insurer(s) as may be necessary to secure such the municipal bond insurance policy or
reserve fund surety bond.
Section 7. All actions heretofore taken by the officers and agents of the Agency
with respect to the issuance of the Bonds are hereby approved, confirmed and ratified.
The Authorized Officers and any and all other officers of the Agency are hereby
authorized and directed, for and in the name and on behalf of the Agency, to do any
and all things and take any and all actions which they, or any of them, may deem
necessary or advisable in order to consummate the purchase of the Bonds from the
Agency and the sale and delivery of the Bonds to the underwriter pursuant to the
Official Notice of Sale approved herein.
Section 8. The Executive Director and the Assistant Executive Director, acting
singly, are each authorized to accept the best bids for the Bonds, based on the lowest
true interest cost. The Executive Director and the Assistant Executive Director are
directed to deliver the Bonds to the successful bidder upon payment therefore.
Section 9. This Resolution shall take effect upon adoption.
PASSED, APPROVED AND ADOPTED this 6th day of May (8.
Mark Nielsen, C airma
San Juan Capistrano
Community Redevelopment Agency
ATTEST -
Agency t��t ,Agency Secretafy
COUN Y OF ORANGE ) ss.
CITY F SAN JUAN CAPISTRANO )
I, MARGARET R. MONAHAN, appointed Agency Secretary of the Community Redevelopment
Agency of the City of San Juan Capistrano, do hereby certify that the foregoing Resolution No.
CRA 08-05-06-01 was duly adopted by the Board of Directors of the Community
Redevelopment Agency at a regular meeting thereof, held the 6'" day of May 2008 by the
following vote:
AYES: DIRECTORS: Soto, Hribar, Uso, Allevato and Chairman Nielsen
NOES DIRECTORS: None
ABSENT: DIRE¢TORS: None
Secretary
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