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RES-SAORA-017 Official Statement For Successor Agency's Tax AllocationRESOLUTION NO. SAORA -017 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE, ACTING AS THE LEGISLATIVE BODY OF THE SUCCESSOR AGENCY TO THE ORANGE REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT FOR THE SUCCESSOR AGENCY'S TAX ALLOCATION REFUNDING BONDS AND OTHER ACTIONS IN CONNECTION WITH THE SALE OF SUCH BONDS. 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, the Former Agency previously issued multiple series of bonds to finance and refinance redevelopment projects, including its Tustin Street Redevelopment Project 1997 Tax Allocation Parity Bonds, Series A (the "1997A Bonds "), and its Orange Merged and Amended Redevelopment Project Area 2003 Tax Allocation Refunding Bonds, Series A (the 2003A Bonds "); and WHEREAS, the 1997A Bonds were issued pursuant to a Trust Indenture, dated as of May 1, 1997, (the "Master Indenture "), by and between the Former Agency and First Trust of California, National Association (as succeeded in interest by U.S. Bank National Association), as trustee (the "Trustee "); and WHEREAS, the 2003A Bonds were issued pursuant to the Master Indenture, as amended and supplemented by a First Supplement to Indenture of Trust, dated as of September 1, 2003 (the "First Supplement "), by and between the Former Agency and the Trustee; and WHEREAS, the Master Indenture, as amended and supplemented by the First Supplement and two other subsequent supplemental indentures, is referred to herein as the Indenture "; 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 "), as the successor to the Former Agency, was constituted; and an Oversight Board to the Successor Agency (the Oversight Board ") was established; and WHEREAS, pursuant to HSC Section 34177.5(a), the Successor Agency is authorized to issue bonds (the "Refunding Bonds ") to refund the 1997A Bonds and the 2003A Bonds together, 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; 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 Successor Agency desires to issue Refunding Bonds to refund the Refunded Bonds to achieve debt service savings; 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 pledge of property tax revenues as provided in, the "Supplemental Indenture "); and be issued pursuant to, and will be secured by a the Indenture and a supplement to the Indenture WHEREAS, the City Council of the City, acting as the Successor Agency, previously adopted Resolution No. SAORA -014, on June 10, 2014, approving the issuance of the Refunding Bonds pursuant to the provisions of HSC Section 34177.5, the Refunding Bond Law and the Indenture, as supplemented by the Supplemental Indenture; 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; and WHEREAS, the Oversight Board adopted Resolution No. OB -0054, on June 11, 2014, approving the issuance of the Refunding Bonds; and WHEREAS, the State Department of Finance (the "DOF ") issued its letter dated July 22, 2014, indicating the DOF's approval of Oversight Board Resolution No. OB -0054; and WHEREAS, the City Council of the City, acting as the Successor Agency, wishes to adopt this Resolution to approve the execution and delivery of additional documents relating to the issuance and sale of the Refunding Bonds; 2 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE, ACTING AS THE LEGISLATIVE BODY 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 approval of the issuance of the Refunding Bonds, in an aggregate principal amount not exceeding $36,000,000, pursuant to Resolution No. SAORA -014, is hereby affirmed. Section 3. The sale of the Refunding Bonds pursuant to a Purchase Agreement (the Bond Purchase Agreement "), by and between the Successor Agency and Stifel, Nicolaus & Company, Incorporated (the "Underwriter ") is hereby approved; provided that such sale shall be subject to the following parameters: (i) the terms of the Refunding Bonds shall be in compliance with the savings parameters set forth in clauses (a) and (b) of the seventh recital of this Resolution above, (ii) the true interest cost of the Refunding Bonds shall not exceed three percent, and (iii) the Underwriter's compensation (i.e., underwriter's discount), exclusive of any original issue discount, shall not exceed 0.75 percent of the aggregate principal amount of the Refunding Bonds. The Bond Purchase Agreement, in the form on file with the City Clerk, who is appointed the Secretary of the Successor Agency, is hereby approved. Subject to the parameters set forth above, each of the Mayor (or, in the Mayor's absence, the Mayor Pro Tem) and the City Manager, who is appointed as the Executive Director of the Successor Agency together, 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, execute and deliver the Bond Purchase Agreement 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 Preliminary Official Statement (the "Preliminary Official Statement ") relating to the Refunding Bonds, substantially in the form on file in the office of the Secretary of the Successor Agency, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to cause the Preliminary Official Statement in substantially said form, with such additions or changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2 -12 promulgated under the Securities and Exchange Act of 1934, as amended. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Refunding Bonds. Section 5. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to cause the Preliminary Official Statement to be brought into the form of a final Official Statement and to execute the final Official Statement and such additional documents prior to or concurrently with the signing of the 3 final Official Statement as such Authorized Officer may deem necessary or appropriate to verify the accuracy thereof. The distribution and use of the Official Statement by the Underwriter in connection with the sale of the Refunding Bonds are hereby approved. Section 6. The Continuing Disclosure Certificate (the "Continuing Disclosure Certificate ") with respect to the Refunding Bonds, substantially in the form on file in the office of the Secretary of the Successor Agency, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Continuing Disclosure Certificate in substantially such 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). The appointment of Wildan Financial Services as the Dissemination Agent under the Continuing Disclosure Certificate is hereby approved. Section 7. The Escrow Agreement (the "Escrow Agreement ") to effect the defeasance and redemption of the 1997A Bonds and the 2003A Bonds, substantially in the form on file in the office of the Secretary of the Successor Agency, is hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreement in substantially such 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 8. The members of this Board, the Authorized Officers, the City's Finance Director, the City's Economic Development Manager 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 documents and instruments and to do all things (including, but not limited to, obtaining bond insurance or other types of credit enhancement and the appointment of a verification agent for any refunding escrow) which they may deem necessary or proper to effectuate the purposes of this Resolution, the Indenture as amended by the Supplemental Indenture, the Bond Purchase Agreement, the Official Statement, the Continuing Disclosure Certificate and the Escrow Agreement and any such actions previously taken by such officers are hereby ratified and confirmed. Section 9. This Resolution shall take effect immediately upon adoption. ADOPTED this 14th day of October, 2014. 4 ereSmith, C airper on 4 ATTEST: Mary E. gency Clerk I hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Orange, acting as the legislative body of the Successor Agency to the Orange Redevelopment Agency, at a regular meeting thereof held on the 14th day of October, 2014, by the following vote: AYES:BOARD MEMBERS:Alvarez, Whitaker, Smith, Murphy, Bilodeau NOES:BOARD MEMBERS:None ABSENT:BOARD MEMBERS:None ABSTAIN:BOARD MEMBERS:None Mary E. u Agency Clerk 5