RES-ORA-0475 Approval of Issuance, Sale and Delivery of Tax Allocation Refunding BondsRESOLUTION NO. ORA-
0475 A RESOLUTION OF THE
ORANGE REDEVELOPMENT AGENCY APPROVING
THE ISSUANCE, SALE AND DELIVERY OF
TAX ALLOCATION REFUNDING BONDS,
APPROVING AS TO FORM AND AUTHORIZING
THE EXECUTION AND DELIVERY OF
CERTAIN DOCUMENTS IN CONNECTION WITH
SUCH BONDS, AND AUTHORIZING CERTAIN
OTHER RELATED
MATTERS.WHEREAS, the Orange Redevelopment Agency (the Agency) is a
redevelopment agency authorized pursuant to the Community Redevelopment Law of the State
of California, being Part 1 of Division 24 (commencing with Section 33000) of the
California Health and Safety Code, as amended (the Law) to incur indebtedness for the purpose
of financing and refinancing certain redevelopment activities for the benefit of
its redevelopment project areas;
and WHEREAS, pursuant to the Law, the City Council of the City of Orange (the
City)approved and adopted a redevelopment plan (the Redevelopment Plan) for a
redevelopment project area of the Agency 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 all requirements of law for, and precedent to, the adoption and
approval of the Redevelopment Plan have been duly complied with; and WHEREAS,
the Redevelopment Plan contemplates that the Agency would issue from
time to time bonds to finance or refinance a portion of the costs of the redevelopment of the
Project Area; and WHEREAS,
with respect to the former Tustin Street Project Area, now a component of
the Project Area, the Agency has previously issued its Tustin Street Redevelopment Project
1997 Tax Allocation Parity Bonds, Series A (the 1997A Bonds), and Tustin Street Redevelopment
Project 1997 Taxable Tax Allocation Parity Bonds, Series B (the 1997B Bonds);
and WHEREAS,
the 1997 A Bonds and the 1997B Bonds were issued pursuant to the Trust
Indenture, dated as of May 1, 1997 (the Master Indenture), by and between the 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 Master Indenture has been amended and supplemented by the First Supplement
to Indenture of Trust, dated as of September 1, 2003 (the First Supplement), by and
between the Agency and the Trustee; and
WHEREAS, the First Supplement amended the Master Indenture to provide for the
bonds issued thereunder to be payable from and secured by a pledge of a portion of the tax
increment revenues received by the Agency with respect to the Project Area (and not solely
from the component of the Project Area that was the former Tustin Street Project Area); and
WHEREAS, pursuant to the Master Indenture, as amended and supplemented by the
First Supplement, the Agency has issued its Orange Merged and Amended Redevelopment
Project Area 2003 Tax Allocation Refunding Bonds, Series A, and its Orange Merged and
Amended Redevelopment Project Area 2003 Taxable Tax Allocation Refunding Bonds,
Series B; and
WHEREAS, the Agency desires to issue its Orange Merged and Amended
Redevelopment Project Area 2008 Taxable Tax Allocation Refunding Bonds, Series B (the
2008B Bonds), the proceeds of which will be used to refund all of the remaining outstanding
1997B Bonds; and
WHEREAS, the Agency is also considering the issuance of its Orange Merged and
Amended Redevelopment Project Area 2008 Tax Allocation Bonds, Series A (the 2008A
Bonds) under a separate resolution (the 2008A Resolution), for the purpose of financing the
costs of certain capital projects of benefit to the Project Area; and
WHEREAS, the 2008A Bonds would be issued pursuant to the Master Indenture, as
supplemented and amended by the First Supplement and the Second Supplement to Indenture
of Trust (the Second Supplement); and
WHEREAS, the 2008B Bonds would be issued pursuant to the Master Indenture, as
supplemented and amended by the First Supplement, the Second Supplement and the Third
Supplement to Indenture of Trust (the Third Supplement) (the Master Indenture, as
supplemented and amended, being referred to herein as the Indenture); and
NOW, THEREFORE, the Board of Directors of the Orange Redevelopment Agency
hereby finds, determines, resolves and orders as follows:
Section 1.Recitals. The above recitals, and each of them, are true and correct.
Section 2. 2008B Bonds: Indenture. The Third Supplement, in the form on file
with the Clerk of the Agency (the Clerk), is hereby approved. The issuance of the 2008B
Bonds, in the aggregate principal amount not to exceed $6,500,000, pursuant to the terms of
the Indenture is hereby authorized. Subject to the parameters and directions set forth in
Sections 7 and 10 below, each of the Chairman (or, in her absence, the Vice Chairman) and
the Executive Director (or, in his absence, the Assistant Executive Director) (each, an
Authorized Officer), acting singly, is hereby authorized and directed to execute and deliver,
for and in the name of the Agency, the Third Supplement substantially in the form presented,
with such changes therein as the Authorized Officer executing the same may require or
approve upon advice and with the consent of Bond Counsel (such approval of the Authorized
Officer to be conclusively evidenced by the execution and delivery thereof).
Section 3. Appointment of U.S. Bank National Association as Trustee and
Escrow Agent. The appointment of U.S. Bank National Association to act as Trustee with
respect to the 2008B Bonds and escrow agent in connection with the refunding of the 1997B
Bonds is hereby approved.
Section 4. Escrow Agreement. The form of an Escrow Agreement relating to the
refunding of the 1997B Bonds, proposed to be entered into by and between the Agency and
U.S. Bank National Association, as the Trustee and Escrow Agent, on file with the Clerk is
hereby approved. Each Authorized Officer, acting singly, is hereby authorized and directed
to execute and deliver, for and in the name of the Agency, the Escrow Agreement in
substantially said form, with such changes therein as the Authorized Officer executing the
same may require or approve upon advice and with the consent of Bond Counsel (such
approval of the Authorized Officer to be conclusively evidenced by the execution and
delivery thereof).
Section 5. Notice Inviting Bids. The Official Notice Inviting Bids (the Notice
Inviting Bids), relating to the sale of the 2008B Bonds, in the form on file with the Clerk is
hereby approved. Subject to the direction set forth in Section 10, each Authorized Officer,
acting singly, is hereby authorized, for and in the name of the Agency, to use the Notice
Inviting Bids, with such changes, insertions and omissions as such Authorized Officer may
require or approve upon advice and with the consent of Bond Counsel, to solicit from
underwriters proposals to purchase the 2008B Bonds. Subject to the parameters set forth in
Section 7, the terms and conditions of the offering and sale of the 2008B Bonds shall be as
specified in the Notice Inviting Bids. Bids for the purchase of the 2008B Bonds shall be
received by the Agency at the time and place set forth in the Notice Inviting Bids. The
Authorized Officers are each hereby authorized and directed, for and in the name of the
Agency, to accept the lowest bid for the 2008B Bonds, or to reject all bids therefor, in
accordance with the Notice Inviting Bids.
Section 6. Notice of Intention to Sell Bonds. The Notice of Intention to Sell
Bonds, in the form on file with the Clerk, is hereby approved. Subject to the direction set
forth in Section 10, each Authorized Officer, acting singly, is hereby authorized and directed,
for and in the name of the Agency, to cause the Notice of Intention to Sell Bonds to be
published once in The Bond Buyer (or in such other financial publication generally circulated
throughout the State of California or reasonably expected to be disseminated among
prospective bidders for the 2008B Bonds as an Authorized Officer shall approve as being in
the best interests of the Agency pursuant to California Government Code Section 53692) and
in Orange City News (or in such other newspaper of general circulation published in the
community pursuant to Section 33646 of the Law) at least five days before the date set for
the opening of bids in the Notice Inviting Bids, with such changes, insertions and omissions
as an Authorized Officer may require or approve upon advice and with the consent of Bond
Counsel (such approval of the Authorized Officer to be conclusively evidenced by such
publishing of the Notice ofIntention to Sell Bonds).
Section 7. Certain Parameters Relating to Sale of 2008B Bonds. The
authorization set forth in this Resolution regarding the issuance and sale of 2008B Bonds are
subject to the following parameters: (a) the aggregate principal amount of the 2008B Bonds
shall not exceed $6,500,000, (b) the true interest cost with respect to the 2008B Bonds shall
not exceed 7.0 percent, (c) the sale price of the 2008B Bonds shall comply with the
requirements of Section 33646 of the Law, and (d) the underwriter's discount with respect to
the sale of the 2008B Bonds shall not exceed 1. 75 percent of the aggregate principal amount
of the 2008B Bonds. In addition, the authorization and powers delegated to the Authorized
Officers by Section 5 of this Resolution shall be valid for a period of 180 days from the date
of adoption of this Resolution.
Section 8. Preliminary Official Statement. The preliminary Official Statement
relating to the Bonds (the Preliminary Official Statement), in the form on file with the Clerk,
is hereby approved. Subject to the direction set forth in Section 10, each Authorized Officer,
acting singly, is hereby authorized and directed, for and in the name and on behalf of the
Agency, to cause the Preliminary Official Statement in substantially said form, with such
additions or changes therein as the Authorized Officer may approve upon advice and with the
consent of Disclosure Counsel, to be deemed final for the purposes of Rule 15c2-12 of
the Securities and Exchange Act of 1934. The Authorized Officers are hereby authorized
and directed to furnish, or cause to be furnished, copies of the Preliminary Official Statement
to prospective bidders for the 2008B
Bonds.Section 9. Official Statement. Each Authorized Officer, acting singly, is
hereby authorized and directed, for and in the name and on behalf of the Agency, to cause
the Preliminary Official Statement to be brought into the form of a final Official Statement (
the Official Statement), and to execute the same for and in the name and on behalf of
the Agency, with such changes therein as the Authorized Officer may require or approve
upon advice and with the consent of Disclosure Counsel (such approval of the Authorized
Officer to be conclusively evidenced by the execution and delivery thereof). The Executive
Director is hereby authorized and directed to furnish or cause to be furnished, to the purchaser of
the 2008B Bonds, as many copies of the Official Statement as the Executive Director
shall determine as
appropriate.Section 10. 2008A Resolution. In the event that the 2008A Resolution is
not adopted by this Board, the documents approved hereby shall be revised to reflect
the issuance and sale of the 2008B Bonds only and not the 2008A
Bonds.Section 11. Other Acts. The Authorized Officers and all other officers of
the Agency are hereby authorized and directed, jointly and severally, to take such
actions including the negotiating and obtaining of bond insurance, a debt service reserve
surety bond or other similar credit enhancement instruments) and execute and deliver any and
all documents and instruments which they may deem necessary or proper in connection with
the issuance, sale and delivery of the 2008B Bonds or otherwise to effectuate the purposes of
this Resolution and each document approved hereby, and any such actions previously taken
by such officers are hereby ratified, confirmed and
Section 12. Effective Date. This Resolution shall take effect immediately upon
adoption.
ADOPTED this 1ih day of February, 2008.
ATTEST:
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 Orange
Redevelopment Agency at a regular meeting thereof held on the 1ih day of February, 2008,
by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
DIRECTORS: Smith, Murphy, Cavecche, Dumitru, Bilodeau
DIRECTORS: None
DIRECTORS: None
DIRECTORS: None