RES-SAORA-015 Bond Proceeds Funding Agreement ApprovalRESOLUTION NO. SAORA -015
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 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 XI 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;
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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 Funding Agreement, in the form attached hereto as Exhibit A, is
hereby approved. 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
Funding 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 3. The Oversight Board is hereby requested to approve the Successor
Agency's execution and delivery of the Funding Agreement. 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 4. The Authorized Officers and all other officers 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 which they may deem necessary or proper to
effectuate the purposes of this Resolution and the Funding Agreement.
Section 5. This Resolution shall take effect immediately upon adoption.
ADOPTED this 9 day of September, 2014.
Teresa E' Mayor, City of Orange
ATTEST:
Mary E. ity Clerk, City nge
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I, MARY E. MURPHY, City Clerk of the City of Orange, California, do 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 9th day of September, 2014, by the following vote:
AYES: COUNCIL MEMBERS: Alvarez, Whitaker, Smith, Murphy, Bi 1 odeau
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
ABSTAIN: COUNCIL MEMBERS: None
Mary E. M ity Clerk, City ange