RES-ORA-0340 Approving Sale of Certificates of ParticipationRESOLUTION NO. ORA-
0340 A RESOLUTION OF THE
ORANGE REDEVELOPMENT
AGENCY APPROVING THE
PREPARATION AND SALE OF NOT TO
EXCEED 13,500,000 PRINCIPAL AMOUNT
OF CERTIFICATES OF
PARTICIPATION AND APPROVING
CERTAIN DOCUMENTS AND
AUTHORIZING CERTAIN ACTIONS IN
CONNECTION
THEREWITH WHEREAS, the Orange Redevelopment Agency, is a public body, corporate
and politic, organized and existing under the laws of the State of California (the "
Agency");
and WHEREAS, the City of Orange (the "City") and the Agency desire to enter
into that certain lease agreement by and between the: City and the Agency (the "
Lease Agreement"), the form of which has been presented at this meeting, pursuant to which
the City will agree to lease the Project (as defined in the Lease Agreement) from the
Agency and to pay certain Lease Payments (as detined in the Lease Agreement) in
connection therewith~
and WHEREAS, the Lease Payments will be assigned by the Agency and will
be pledged to the holders of the Certificates of Participation by the Agency pursuant to
a trust agreement by and among First Trust of California, National Association, as
trustee the "Trustee") , the City and the Agency (the "Trust Agreement"), the fOffil of which
has been presented to this meeting;
and WHEREAS, the proceeds of the certificates will be used for the purpose
of prepaying Certificates of Participation issued in 1989 (the "1989 Certificates")
with respect to the Project, such proceeds being deposited with First Trust of
California,National Association, as Escrow Agent, pursuant to the terms of an Escrow Deposit
and Trust Agreement among the City, the Agency and the Escrow Agent (the "
Escrow Agreement");
and WHEREAS, the Agency possesses all legal authority to and desires to enter
into the Lease Agreement;
and WHEREAS, the Agency and the City have determined that it would be in
the best interests of the Agency, the City and the citizens of the community to authorize
the preparation and sale of refunding certificates of pm1icipation in an aggregate amount
of not to exceed $13,500,000 (the "Certificates"), which Certificates evidence an
allocable shm-e in the Lease Payments to be made pursuant to the
WHEREAS, there has been presented to this Agency at this meeting three
separate reimbursement agreements by and between the Agency and the City (the
Reimbursement Agreements");.
NOW, THEREFORE, the Orange Redevelopment Agency does hereby resolve
as follows:
Section 1: Approval of Certificates. This Agency hereby approves and
consents to the preparation and sale of the Certificates in an aggregate principal amount
of not to exceed $13,500,000 in accordance with the terms and provisions of the Trust
Agreement. The purposes for which the proceeds of the Certificates shall be expended
are to pay the cost of prepayment of the 1989 Certificates, to fund a reserve fund and to
pay the costs of the sale of the Certificates.
Section 2: Appointment of Trustee. The: Agency hereby appoints First Trust
of California, National Association, as Trustee on behalf of the holders of the Certificates
with the duties and powers of the Trustee as set forth in the Trust Agreement.
Section 3: Approval of Legal Documents. The proposed forms of the Lease
Agreement, the Trust Agreement the Escrow Agreement, the Official Statement, the
Reimbursement Agreements relating to each redevelopment project of the Agency, and
the Official Notice Inviting Bids presented at this meeting are hereby approved. Subject
to the receipt and acceptance by the City and Agency for bids for the Certificates, the
Chairman of the Agency (the "Chairman") and the Executive Director of the Agency or
his designee (the "Executive Director") are hereby authorized and directed for and in the
name of the Agency to execute the Lease Agreement, the Trust Agreement, the Escrow
Agreement, the Official Statement and the Reimbursement Agreements in substantially
the form hereby approved, with such additions thereto and changes therein as are
recommended or approved by Special Counsel to the Agency and approved by such
officers, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 4: Notice of Sale. The Secretmy of the Agency in cooperation with
Special Counsel is hereby authorized and directed to publish a Notice of Intention to Sell
Securities in The Bond Buyer at least 15 days prior to the date bids are to be received and
to publish said notice, beginning on a date no later than the date fourteen days prior to the
date of sale, once a week, on the same day of each week, for at least two weeks in a
newspaper of general circulation published in the City of Orange. The Secretary of the
Agency in cooperation with the Financial Consultant shall cause the Official Notice
Inviting Bids to be circulated among prospective bidders.
Reso No. QRA-0340 2 HB :
Section 5: Award of Sale. The City Manager is hereby authorized and
directed to award the sale of the Certificates to the bidder with the lowest true interest
cost, provided, however, that the average annual cash flow savings as a result of issuing
the Certificates will be at least $50,000 and that the true interest cost on all of the
Certificates shall not exceed 5.71 %.
Section 6: Other Acts. The officers and employees of the Agency are hereby
authorized to undertake such actions as they deem necessary to effectuate the provisions
of this Resolution, including the execution of various certificates, the provision of
investments of funds obtained from the sale of the Certificates and obtaining municipal
bond insurance or other security.
Section 7:
date of adoption.
Effective Date. This Resolution shall take effect from and after its
ADOPTED this 10th day.gf;_MarGh , 1998.
f / ", .';
l(}'
L
Coontz,
Chairman, Orange R . velopment Agency G./
ATTEST:
c1r.
Clerk,
Orange Redevelopment Agency I
hereby certify that the foregoing Resolution was duly and regularly adopted by the Qrange
redevelopment Agency at a regular meeting thereof held on the 10th day of March,
1998,by the following vote:AYES:
DIRECTORS: MURPHY, SLA1'ER, COONTZ, SPURGEON, ALVAREZ NOES:
DIRECTORS: NONE ABSENT:
DIRECTORS: NONE ABSTAIN:
DIRECTORS: NONE i-~
Cassandra
J. Cathcttc:Ierk, Orange Redevelopment Agency Reso
No. ORA-0340 3 HB :cdl