RES-SAORA-029 Tax Allocation For Successor AgencyRESOLUTION NO. SAORA -029
A RESOLUTION OF THE GOVERNING BOARD OF
THE SUCCESSOR AGENCY TO THE ORANGE
REDEVELOPMENT AGENCY AUTHORIZING THE
SUCCESSOR AGENCY'S ISSUANCE OF TAX
ALLOCATION REFUNDING BONDS AND TAKING
RELATED ACTIONS.
WHEREAS, the Orange Redevelopment Agency (the "Former Agency ") was a
redevelopment agency duly formed pursuant to the Community Redevelopment Law, set forth in
Part 1 of Division 24 of the Health and Safety Code of the State of California ( "HSC "); and
WHEREAS, pursuant to AB X1 26 (enacted in June 2011) and the California Supreme
Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal.
4th 231 (2011), the Former Agency was dissolved as of February 1, 2012; the Successor Agency
to the Orange Redevelopment Agency (the "Successor Agency ") was constituted as the successor
to the Former Agency; and an Oversight Board to the Successor Agency (the "Oversight Board ")
was established; and
WHEREAS, pursuant to HSC Section 34173, the City Council of the City of Orange (the
City ") adopted Resolution No. 10625 on January 10, 2012, electing for the City to serve as the
Successor Agency (provided, pursuant to HSC Section 34173(g), the City and the Successor
Agency are separate public entities and the two entities do not merge); and
WHEREAS, the City Council serves as the Governing Board of the Successor Agency;
and
WHEREAS, before dissolution, the Former Agency issued multiple series of bonds under
a Trust Indenture, dated as of May 1, 1997 (the "Master Indenture "), as amended and
supplemented by a First Supplement to Indenture of Trust, dated as of September 1, 2003 (the
First Supplement "), a Second Supplement to Indenture of Trust (the "Second Supplement ")
and a Third Supplement to Indenture of Trust (the "Third Supplement "), each dated May 1, 2008;
and
WHEREAS, such bonds issued by the Former Agency included the Former Agency's
Orange Merged and Amended Redevelopment Project Area 2008 Tax Allocation Bonds, Series A
the "2008A Bonds "); and
WHEREAS, after the Former Agency's dissolution, the Successor Agency issued a series
of refunding bonds in 2014, pursuant to the Master Indenture, as previously amended and
supplemented, and further amended and supplemented by a Fourth Supplement to Indenture of
Trust, dated as of December 1, 2014 (the "Fourth Supplement "), by and between the Successor
Agency and U.S. Bank National Association, as trustee (the "Trustee "); and
WHEREAS, the Master Indenture, as amended and supplemented by the First
Supplement, the Second Supplement, the Third Supplement and the Fourth Supplement, is referred
to herein as the "Indenture "; and
WHEREAS, the Successor Agency desires to refund the outstanding 2008A Bonds; and
WHEREAS, pursuant to HSC Section 34177.5(a), the Successor Agency is authorized to
issue bonds (the "Refunding Bonds ") to refund all or a portion of the 2008A Bonds (the
Refunded Bonds "), to provide savings to the Successor Agency, provided that:
A) the total interest cost to maturity on the Refunding Bonds plus the principal
amount of the Refunding Bonds shall not exceed the total remaining interest cost to maturity on
the Refunded Bonds, plus the remaining principal of the Refunded Bonds to be refunded, and
B) the principal amount of the Refunding Bonds shall not exceed the amount
required to defease the Refunded Bonds, to establish customary debt service reserves and pay
related costs of issuance; and
WHEREAS, the Refunding Bonds will be issued under the authority of HSC Section
34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of
Title 5 of the California Government Code (the "Refunding Bond Law "); and
WHEREAS, the Refunding Bonds will be issued pursuant to, and will be secured by a
pledge of property tax revenues as provided in, the Indenture and a fifth supplement to the
Indenture (the "Supplemental Indenture "); and
WHEREAS, proceeds from the sale of the Refunding Bonds will be used to: (i) provide
funds for the defeasance and redemption of the Refunded Bonds (either through the establishment
of a defeasance escrow or direct payment thereof on the redemption date), and (ii) pay costs of
issuance of the Refunding Bonds; and
WHEREAS, there has been presented to this Governing Board an analysis of the potential
debt service savings that will accrue as a result of issuance of the Refunding Bonds; and
WHEREAS, pursuant to HSC Sections 34177.5(f) and 34180, the issuance of the
Refunding Bonds is subject to the Oversight Board's prior approval.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE,
ACTING AS THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE
ORANGE REDEVELOPMENT AGENCY, HEREBY FINDS, DETERMINES,
RESOLVES, AND ORDERS AS FOLLOWS:
Section 1. The above recitals are true and correct and are a substantive part of this
Resolution.
Section 2. The issuance of the Refunding Bonds, in one or more series, in the aggregate
principal amount not exceeding $29 million, pursuant to the provisions of HSC Section 34177.5,
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the Refunding Bond Law and the Indenture, as supplemented by the Supplemental Indenture, is
hereby approved and authorized.
Section 3. The form of the Supplemental Indenture to be entered into by and between
the Successor Agency and the Trustee, in the form on file at the office of the Secretary of the
Successor Agency, is hereby approved. Each of the Chair (who is the Mayor of the City), the Vice
Chair (who is the Mayor Pro Tern of the City) and the Executive Director of the Successor Agency
who is the City Manager of the City) (collectively, the "Authorized Officers," each being an
Authorized Officer "), acting individually, is hereby authorized, for and in the name and on
behalf of the Successor Agency, to execute and deliver the Supplemental Indenture in substantially
said form, with such changes therein as the Authorized Officer executing the same may require or
approve (such approval to be conclusively evidenced by the execution and delivery thereof).
Section 4. The Executive Director of the Successor Agency and the Finance Director
of the Successor Agency (who is the Finance Director of the City), acting on behalf of the
Successor Agency, are each hereby authorized to negotiate the terms of a bond purchase agreement
the "Bond Purchase Agreement "), by and between the Successor Agency and Morgan Stanley
Co. LLC (or another firm to be selected by the Executive Director and the Finance Director), as
underwriter, regarding the sale of the Refunding Bonds; provided that the bond purchase
agreement shall be subject to the approval of this Governing Board, in substantial final form,
before the execution and delivery thereof by the Successor Agency.
Section 5. The Oversight Board is hereby requested to approve this Resolution and the
Successor Agency's issuance of the Refunding Bonds. The City Clerk, who is appointed the
Secretary of the Successor Agency, is hereby directed to transmit this Resolution to the Oversight
Board for consideration at the earliest possible date.
Section 6. In connection with the issuance of the Refunding Bonds, the appointment
of the following firms are hereby affirmed: (i) Urban Futures, Inc. as municipal advisor,
ii) Richards, Watson & Gershon, A Professional Corporation, as bond counsel, and (iii) Quint &
Thimmig LLP, as disclosure counsel. In connection with such appointments, each Authorized
Officer, acting singly, is hereby authorized to execute contracts in furtherance of such
appointment.
Section 7. The Authorized Officers, the Finance Director and all other officers of the
City, on behalf of the Successor Agency, are hereby authorized, jointly and severally, to execute
and deliver any and all necessary instruments and to do all things (including, but not limited to,
obtaining a reserve fund surety bond or insurance policy, obtaining a bond insurance policy or
other types of credit enhancement, engagement of a verification agent for the defeasance escrow,
engagement of a continuing disclosure dissemination agent) which they may deem necessary or
proper to effectuate the purposes of this Resolution.
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Section 8. This Resolution shall take effect immediately upon adoption.
ADOPTED this 10th day of April 2018.
Teresh E. Smith
Chairperson of the Successor Agency
ATTEST:
zz
Mary E.
Clerk of the Successor Agency
I, MARY E. MURPHY, Clerk of the Successor Agency, City of Orange, California, do
hereby certify that the foregoing Resolution was duly adopted by the Governing Board of the
Successor Agency to the Orange Redevelopment Agency, at a regular meeting thereof held on the
I Oth day of April 2018, by the following vote:
AYES: BOARD MEMBERS: Alvarez, Whitaker, Smith, Murphy, Nichols
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
ABSTAIN: BOARD MEMBERS: None
Mary E.
Clerk oftthe Successor Agency
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