RES-SAORA-014 Succesor Agency's Issuance of Tax AllocationRESOLUTION NO. SAORA -014
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 SUCCESSOR AGENCY'S ISSUANCE OF TAX
ALLOCATION REFUNDING BONDS AND
AUTHORIZING 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 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 refiznded, 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 (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 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
ii) pay costs of issuance of the Refunding Bonds; and
WHEREAS, there has been presented to the City Council 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, 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 issuance of the Refunding Bonds, in the aggregate principal amount
not exceeding $36,000,000, pursuant to the provisions of HSC Section 34177.5, 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 attached to this Resolution 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
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 Oversight Board is hereby requested to approve the Successor
Agency's issuance of the Refunding Bonds. The City Clerk, who is appointed the Agency Clerk
of the Successor Agency, is hereby directed to transmit this Resolution to the Oversight Board
for consideration at the earliest possible date.
Section 5. The Executive Director of the Successor Agency and the City's Finance
Director, 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 Stifel, Nicolaus & Company, Incorporated, as underwriter, regarding the
sale of the Refunding Bonds; provided that the bond purchase agreement shall be subject to the
approval of this City Council, in substantial final form, before the execution and delivery thereof
by the Successor Agency.
Section 6. In connection with the issuance of the Refunding Bonds, the following
appointment of the following firms (collectively, the "Bond Consultants ") are hereby approved:
i) Fieldman, Rolapp & Associates, Inc, as financial advisor, (ii) Richards, Watson & Gershon, A
Professional Corporation, as bond counsel, (iii) Quint & Thimmig, LLP, as disclosure counsel,
and (iv) Tierra West Advisors, as fiscal consultant, and (v) Applied Best Practices, LLC, for the
preparation of a continuing disclosure compliance report. In connection with such appointments,
each Authorized Officer, acting singly, is hereby authorized to execute the respective agreements
with the Bond Consultants, each in substantially the form on file with the Agency Clerk.
Section 7. 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 instruments
and to do all things (including, but not limited to, obtaining a reserve fund surety bond, a bond
insurance policy or other types of credit enhancement) which they may deem necessary or proper
to effectuate the purposes of this Resolution.
Section 8. This Resolution shall take effect immediately upon adoption.
ADOPTED this 10 day of June, 2014.
e sa E. Smith, Mayor, City of Orange
ATTEST:
Mary E. y, City l ler , Orange
I, MARY E. MURPHY, City Clerk of the City of Orange, California, do hereby certify
that the foregoing Resolution was duly and regularly adopted by the City Council of the City of
Orange at a regular meeting thereof held on the 10 day of June, 2014.
AYES: COUNCILMEMBERS: Alvarez, Whitaker, Smith, Murphy, Bilodeau
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ABSTAIN: COUNCILMEMBERS: None
Mary u , City Clerk,, range