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RES-OB-0056 Bond Proceeds Funding Agreement ApprovalRESOLUTION NO. OB -0056 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE ORANGE REDEVELOPMENT AGENCY APPROVING THE EXECUTION AND DELIVERY OF A BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND THE CITY OF ORANGE AND TAKING CERTAIN 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, the Former Agency undertook a program to redevelop a project area known and designated as the "Orange Merged and Amended Redevelopment Project Area" (the "Project Area ") — which merged three formerly separate redevelopment project areas: the Tustin Street Project Area, the Southwest Project Area and the Northwest Project Area; and WHEREAS, the Former Agency previously issued multiple series of bonds, among which included (collectively, the "Bonds "): (i) its Tustin Street Redevelopment Project 1997 Tax Allocation Parity Bonds, Series A; (ii) its Tustin Street Redevelopment Project 1997 Taxable Tax Allocation Parity Bonds, Series B; (iii) its Orange Merged and Amended Redevelopment Project Area 2003 Tax Allocation Refunding Bonds, Series A; (iv) its Orange Merged and Amended Redevelopment Project Area 2003 Taxable Tax Allocation Refunding Bonds, Series B; (v) its Orange Merged and Amended Redevelopment Project Area 2008 Tax Allocation Bonds, Series A; and (vi) its Orange Merged and Amended Redevelopment Project Area 2008 Taxable Refunding Tax Allocation Bonds, Series B; and WHEREAS, the terms of the Bonds are governed by 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, as amended and supplemented (the Master Indenture, as amended and supplemented, being referred to herein as the "Indenture "); and WHEREAS, the Bonds were issued to provide funds to finance and refinance redevelopment projects for and of benefit to the Project Area; and WHEREAS, pursuant to AB XI 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, AB 1484 (enacted in June 2012) amended and supplemented the provisions of AB X1 26 (together, AB X1 26 and AB 1484 being referred to herein as the "Dissolution Act); and WHEREAS, pursuant to HSC Section 34175(b), all assets, properties, contracts, leases, books and records, buildings, and equipment of the Former Agency, including the unspent proceeds of the Bonds (the "Remaining Bond Proceeds "), transferred to the control of the Successor Agency by operation of law; and WHEREAS, pursuant to HSC Section 34191.4, after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion ") issued by the California State Department of Finance (the "DOF ") under HSC Section 34179.7, the Remaining Bond Proceeds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the original bond covenants; and WHEREAS, by DOF's letter, dated June 12, 2014, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency; and WHEREAS, there remains a balance of Remaining Bond Proceeds in the Successor Agency's accounts (such Remaining Bond Proceeds, including estimated interest earnings through December 31, 2014, being approximately $14.5 million); and WHEREAS, the Successor Agency desires to proceed with the use of the Remaining Bond Proceeds for the purposes for which the Bonds were sold, namely projects of benefit to the Project Area that are consistent with the bond covenants (collectively, the "Projects "); and WHEREAS, because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into a Bond Proceeds Funding Agreement (the "Funding Agreement "), for the City to perform or cause to be performed all work required to complete the Projects, with payment therefor to be made from the Remaining Bond Proceeds; and WHEREAS, the Funding Agreement provides for the transfer of Remaining Bond Proceeds to the City for the City to perform or cause to be performed the work required to complete the Projects; and WHEREAS, pursuant to HSC Sections 34178(a) and 34180(h), with the approval of the Oversight Board, the Successor Agency may enter into agreements with the City; and WHEREAS, the Oversight Board has received a copy of Resolution No. SAORA -015, adopted by the Board of Directors of the Successor Agency on September 9, 2014, requesting the Oversight Board to approve the execution and delivery by the Successor Agency of the Funding Agreement; and 2 NOW, THEREFORE, THE OVERSIGHT 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. This Oversight Board hereby approves the execution and delivery by the Successor Agency of the Funding Agreement, substantially in the form attached hereto as Exhibit A Section 3. The members of this Oversight Board and the staff of the Successor Agency are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and the Funding Agreement. Section 4. This Resolution shall become effective in accordance with HSC Section 34179(h). ADOPTED this 10 day of September, 2014. iccessor y ATTEST: Mary E. MuyAM Clerk of the ve ght Board 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 10 day of , 2014, by the following vote: AYES: COUNCIL MEMBERS: Reml and, Christensen, Davert, Buttress, Cavecche, Schulze NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: tione ABSTAIN: COUNCIL MEMBERS: None Mary E. M rp , Clerk of the Ov rsi ght Uoard Abstentions: Chair Cavecche abstained from all Items relating to Metrolink 3