Resolution Number 11-02-01-05RESOLUTION NO. 11-02-01-05
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
JUAN CAPISTRANO PROVIDING FOR THE ISSUANCE AND
SALE OF CITY OF SAN JUAN CAPISTRANO JUDGMENT
OBLIGATION BONDS AND AUTHORIZING AN INDENTURE, A
VALIDATION ACTION AND OTHER MATTERS RELATING
THERETO
WHEREAS, the City of San Juan Capistrano (the "City") is obligated pursuant to
the terms of a settlement agreement reached after entry of judgment in the case entitled
Scalzo v. City of San Juan Capistrano et. al, Case No. 06CCO4179 (the "Judgment"),
filed in the Orange County Superior Court of California, to make a payment to the
Scalzo Family Trust (the "Judgment Obligee");
WHEREAS, for the purpose of refunding the City's obligations to the Judgment
Obligee evidenced by the Judgment and the Settlement Agreement reached with the
parties thereto, the City desires to issue, pursuant to Articles 10 and 11 (commencing
with Section 53570) of Chapter 3 of Division 2 of Title 5 of the California Government
Code, its City of San Juan Capistrano Judgment Obligation Bonds (the "Bonds"), in an
aggregate principal amount not exceeding the sum of (a) the amount payable to the
Judgment Obligee pursuant to the Judgment, (b) the costs of issuance of the Bonds
(including underwriter's or placement agent's fee), (c) fund a reserve fund and (d) any
original issue discount on the Bonds;
WHEREAS, in order to provide for the authentication and delivery of the Bonds
and to establish and declare the terms and conditions upon which the Bonds are to be
issued and secured, the City proposes to eater into an Indenture with a trustee
appointed thereto (such Indenture, in the form presented to this meeting, with such
changes, insertions and omissions as are made pursuant to this Resolution, being
referred to herein as the "Indenture"); and
WHEREAS, there has been prepared and submitted to this meeting a form of the
Indenture;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San
Juan Capistrano as follows:
Section 1. All of the recitals herein contained are true and correct and the City
Council of the City of Sart Juan Capistrano (the "City Council") so finds.
Section 2. The issuance of the Bonds, on the terms and conditions set forth in,
and subject to the limitations specified in, the Indenture, is hereby authorized and
approved. The Bonds shall be dated, shall bear interest at the rates, shall mature on
the dates, shall be issued in the form and shall be as otherwise provided in the
Indenture, as the same shall be completed as provided in this Resolution.
1 2/1/2011
Section 3. The form of the Indenture, on file with the City Clerk, is hereby
approved, and the City Manager or City Treasurer of the City, or the designees of such
officers (the "Authorized Officers"), each acting alone, is hereby authorized and
directed, for and in the name and on behalf of the City, to execute and deliver the
Indenture in substantially said form with such changes therein as any Authorized Officer
executing the same may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof; provided, however, that (a) the
aggregate principal amount of the Bonds (which in no event shall exceed $4,000,000)
shall not exceed the sum of the amount of the City's obligations to the Judgment
Obligee under the Judgment, plus the underwriter's or placement agent's fee on the
Bonds, plus any original issue discount on the Bonds, plus the amount required to be
deposited in the reserve fund, plus the costs of issuance of the Bonds, (b) the true
interest cost to the City on the Bonds shall not exceed 9.00%, and (c) the Bonds shall
mature not later than 41 years from the date of issuance thereof. The Bonds shall be
executed by the manual or facsimile signature of the Mayor of the City and attested by
the manual or facsimile signature of the City Clerk, in accordance with the Trust
Agreement, with such changes, insertions and omissions as the Mayor of the City may
require or approve, such requirement or approval to be conclusively evidenced by the
execution of the Bonds by the Mayor of the City.
Section 4. The Authorized Officers are each hereby authorized and directed to
apply for municipal bond insurance for the Bonds and to obtain such insurance if the
present value cost of such insurance is less than the present value of the estimated
interest savings with respect to the Bonds.
Section 5. The Authorized Officers are each hereby authorized and directed to
select a trustee for the Bonds.
Section 6. The Authorized Officers are authorized and directed, for and in the
name of the City, to cause a validation action to be brought under Section 860 of the
California Code of Civil Procedure to determine the legality and validity of the Bonds
and the other documents and proceedings authorized pursuant to this Resolution.
Section 7. The Authorized Officers are hereby authorized and directed, jointly
and severally, to do any and all things which they may deem necessary or advisable in
order to consummate the transactions herein authorized and otherwise to carry out, give
effect to and comply with the terms and intent of this Resolution, including but not
limited to entering into investment agreements and forward delivery agreements in
connection with the investment of funds held under the Indenture.
Section 8. All actions heretofore taken by the officers, employees and agents
of the City with respect to the transactions set forth above are hereby approved,
confirmed and ratified.
Section 9. This Resolution shall take effect immediately upon its adaption.
2 2/1/2011
APPROVED AND ADOPTED this 1" day of February, 011.
,T&A -M ALLEVATO, MAY -OR
ATTEST:
MARIA MORPOS, CITY CLRK (J
STATE OF CALIFORNIA
COUNTY OF ORANGE )ss.
CITY OF SAN JUAN CAPISTRANO
1, MARIA MORRIS, appointed City Clerk of the City of San Juan Capistrano, do hereby
certify that the foregoing Resolution No, 11-02-01-05 was duly adopted by the City
Council of the City of San Juan Capistrano at a Regular meeting thereof, held the 'I't
day of February 1, 2011, by the following vote:
AYES- COUNCIL MEMBERS. Freese,
NOES, COUNCIL MEMBER: Reeve
ABSENT: COUNCIL MEMBER: None
Ok VAt� AC�V�
MARIA MOR`Rl$, City Clerk ' I
Taylor, Kramer and Mayor Allevato
3 2/1/2011