RES-OB-0054 Issuance Approval For Successor Agency of Tax AllocationRESOLUTION NO. OB -0054
A RESOLUTION OF THE OVERSIGHT BOARD OF
THE SUCCESSOR AGENCY TO THE ORANGE
REDEVELOPMENT AGENCY APPROVING THE
ISSUANCE BY THE SUCCESSOR AGENCY OF TAX
ALLOCATION REFUNDING BONDS AND
AUTHORIZING CERTAIN RELATED ACTIONS.
WHEREAS, the Orange Redevelopment Agency (the "Former Agency ") was a
redevelopment agency 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; 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, 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 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; 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 supplement to the Indenture
the "Supplemental Indenture "); and
WHEREAS, proceeds from the sale of Refunding Bonds will be used to: (i) provide
funds for the defeasance, payment and redemption of the Refunded Bonds (either through the
establishment of a defeasance escrow or direct payment thereof on the redemption date), and
iii) pay costs of issuance of the Refunding Bonds; and
WHEREAS, the City Council of the City of Orange (the "City "), acting as legislative
body of the Successor Agency, has adopted its Resolution No. SAORA -014 on June 10, 2014
the "Successor Agency Resolution "), approving the Successor Agency's issuance of the
Refunding Bonds, in an aggregate principal amount not exceeding $36,000,000 and authorizing
the Successor Agency's execution and delivery of the Supplemental Indenture (substantially in
the form attached to the Successor Agency Resolution); and
WHEREAS, the Oversight Board has received a copy of the Successor Agency
Resolution; and
WHEREAS, there has been presented to the Oversight 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; and
WHEREAS, the Oversight Board desires to adopt this Resolution to approve the
issuance of the Refunding Bonds;
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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. The Oversight Board hereby approves the issuance of the Refunding
Bonds, in an aggregate principal amount not exceeding $36,000,000, pursuant to the provisions
of HSC Section 34177.5. The Oversight Board approves the pledge of the property tax revenues
to secure the Refunding Bonds pursuant to the terms of the Indenture, as supplemented by the
Supplemental Indenture.
Section 3. The execution and delivery of each agreement with the Bond Consultants
as defined in the Successor Agency Resolution) by the Successor Agency are hereby approved.
Section 4. 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.
Section 5. This Resolution shall become effective in accordance with HSC Sections
34181(f) and 34177.5(f).
ADOPTED this 1 I day of June, 2014.
n o(the Oversight Board to the Successor
the Orange Redevelopment Agency
ATTEST:
L T _,A ckef
Mary E. urphy, Clerk of the Oversight Bo
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I hereby certify that the foregoing Resolution was duly adopted by the Oversight Board
of the Successor Agency to the Orange Redevelopment Agency at a regular meeting thereof held
on the 11 day of June, 2014, by the following vote:
AYES: BOARDMEMBERS: Christensen, Davert, Buttress, CAvecche,, Schulze
NOES: BOARDMEMBERS: None
ABSENT: BOARDMEMBERS: Reml and
ABSTAIN: BOARDMEMBERS: None
16 e.. c - 6
Mary E. N rphy, Clerk of the Oversight Board
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