Resolution Number CRA 11-01-18-01RESOLUTION NO. CRA 11-01-18-01
A RESOLUTION OF THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE EXECUTION OF NON-NEGOTIABLE
NOTES IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $3,916,450.71 AND $4,080,246.64,
RESPECTIVELY, TO REFINANCE EXISTING
PROMISSORY NOTES OF THE AGENCY, AND
APPROVING CERTAIN RELATED DOCUMENTS AND
ACTIONS IN CONNECTION THEREWITH (KINOSHITA
FARMS)
WHEREAS, the San Juan Capistrano Community Redevelopment Agency (the
"Agency") is a redevelopment agency (a public body, corporate and politic) 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) (the
"Redevelopment Law"), and the powers of the Agency include the power to issue
redevelopment bonds pursuant to Article 5 of Chapter 6 thereof for any of its corporate
purposes and to receive financial assistance from a bank or other financial institution,
and to comply with the terms thereof; and
WHEREAS, a Redevelopment Plan for the San Juan Capistrano Central
Redevelopment Project Area (the "Project Area"), in the City of San Juan Capistrano,
California, has been adopted in compliance with all requirements of the Redevelopment
Law; and
WHEREAS, pursuant to that certain Purchase and Sale Agreement/Joint Escrow
Instructions dated as of [March 6, 1991] (the "DDA"), the Agency has incurred
indebtedness to Kinoshita Enterprises, L.P., a California limited partnership and Bobby
Kinoshita Investment Enterprises, L.P., a California limited partnership (each, a
"Kinoshita Entity") respectively, as assignee of Seller thereunder, (the "Seller") which is
evidenced by two Non -Negotiable Notes, each dated as of March 6, 1991 (the
"Refunded Notes") in the principal amount of $3,916,450.71 and $4,080,246.64,
respectively; and
WHEREAS, the Agency and each Kinoshita Entity have agreed to extend and
refinance the Refunded Notes by the issuance of replacement non-negotiable notes
(the "2011 Notes") in favor of the applicable Kinoshita Entity, in the same principal
amount for an extended term to March 1, 2021 and on such other terms as are set forth
in the form of 2011 Notes presented herewith; and
WHEREAS, the 2011 Notes may be placed directly with each Kinoshita Entity in
replacement of the Refunded Notes pursuant to the provisions of California Government
Code Section 53583 and related provisions of Articles 10 and 11 of Chapter 3, Part 1,
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Division 2, Title 5 of the California Government Code (commencing with Section 53570);
and
WHEREAS, each Kinoshita Entity has agreed to accept the 2011 Note applicable
to it in exchange for its Refunded Note on the terms set forth in that certain tetter
Agreement between the Agency and the Kinoshita Entities dated as of December 1,
2010 (the "Letter Agreement").
NOW, THEREFORE, be it resolved, determined, and ordered by the San Juan
Capistrano Community Redevelopment Agency that,
Section 1. Approval of 2011 Notes and Letter Agreement. The Letter
Agreement, in substantially the form submitted at this meeting and made a part hereof
as though set forth in full herein, is hereby approved. Either the Chairman or Executive
Director, acting solely, or their respective written designees, and the Secretary of the
Agency are hereby authorized and directed to execute and deliver the Letter Agreement
in the form presented at this meeting with such changes, insertions and omissions as
may be approved by the Executive Director, said execution being conclusive evidence
of such approval. Subject to the provisions of the Letter Agreement, the issuance of the
2011 Notes on the terms and conditions set forth in, and subject to the limitations
specified in, the Letter Agreement, is hereby authorized and approved. The 2011 Notes
will be dated, will bear interest at the rate, will mature on the dates, will be issued in the
form, will be subject to payment, and will be on such terms as otherwise provided in the
form of Notes presented herewith. The Chairman and Executive Director, acting
individually or collectively, are authorized to alter the final terms of the Letter Agreement
and the 2011 Notes (collectively, the "2011 Notes") provided that (i) the principal
amount of the 2011 Notes shall not exceed $3,916,450.71 and $4,080,246.64,
respectively, (ii) the interest rate on the 2011 Notes shall not exceed twelve percent
(12%) and (iii) the maturity of the 2011 Notes shall be not later than 2021.
Section 2. Other Acts. The Chairman, Executive Director of the Agency and
any other appropriate official of the Agency, and the designees of any of them, are
hereby authorized and directed to take any and all necessary and desirable steps to
accomplish the delivery of the 2011 Notes referenced above, and execution of any and
all other documents or agreements (including a tax certificate and other closing
certificates as may be reasonably requested by special counsel referenced below to
support its legal opinion as required by the Letter Agreement) necessary to deliver the
2011 Notes in a timely and expeditious manner. Stradling Yocca Carlson & Rauth is
confirmed to act as special counsel for the Agency in connection with the issuance of
the 2011 Notes on the terms on file with the Finance Director of the City, and the
Agency shall provide for the payment of all costs of issuance related to the 2011 Notes.
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Section 3. Effective Date. This Resolution shall take effect upon adoption.
APPROVED AND ADOPTED this 18th day of January, 2011
LAURA FREE E, CHAIR
ATTEST:
MARIA MORMI. GENCY CRETARY
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SAN JUAN CAPISTRANO )
I, MARIA MORRIS, appointed Agency Secretary of the Community Redevelopment
Agency of the City of San Juan Capistrano, do hereby certify that the foregoing
Resolution No. CRA 11-01-18-01 was duly adopted by the Board of Directors of the
Community Redevelopment Agency at a regular meeting thereof, held the 18th day of
January, 2011, by the following vote: "A
AYES:
DIRECTORS:
NOES
DIRECTORS:
ABSENT:
DIRECTORS:
Alievato, Kr m r,
Reeve f
None 1
r, and Chair Freese
11
KRIS, City Pkrk
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