RES-ORA-0262 Authorizing Execution of Indenture of Trust Bond Purchase ContractRESOLUTION NO. ORA-
0262 A RESOLUTION OF THE ORANGE REDEVELOPMENT
AGENCY APPROVING THE FORMS OF AND AUTHORIZING THE
EXECUTION OF AN INDENTURE OF TRUST, BOND PURCHASE
CONTRACT,NOTICE INVITING BIDS AND OFFICIAL STATEMENTS
RELATING TO THE ISSUANCE OF THE AGENCY'S
SOUTHWEST REDEVELOPMENT PROJECT, TAX ALLOCATION REFUNDING
BONDS,ISSUE OF 1993A; AND TAXABLE TAX ALLOCATION
REFUNDING BONDS, ISSUE OF 1993B AND APPROVING CERTAIN ACTIONS
IN CONNECTION
THEREWITH WHEREAS, the Orange Redevelopment Agency (the -Agency-)
is a redevelopment agency (a pUblic bOdy, corporate and
pOlitic)duly created, established and authorized to transact
business and exercise its powers, all under and pursuant to
the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the
State of California), and the powers of the Agency include the
power to issue bonds or notes for any of its corporate purposes;
and WHEREAS, the Redevelopment Plan for a redevelopment
project area known and designated as -Southwest Redevelopment
Project,As Amended- has been adopted and approved by ordinances of
the City of Orange and all requirements of law for and precedent
to the adoption and approval of the Redevelopment Plan,
as amended, have been duly complied with;
and WHEREAS, the Agency has previOUSly issued its $16,500,
000 Southwest Redevelopment Project, Tax Allocation Bonds, Issue
of 1986 (the -1986 Bonds-), its $10,000,000
Southwest Redevelopment Project, Tax Allocation Notes, Issue of 1988 (
the Bonds-), its $10,000,000 Southwest Redevelopment
Project,Taxable Tax Allocation Notes, Issue of 1988 (the -1988
Notes-);
and WHEREAS, for the corporate purposes of the Agency,
the Agency deems it necessary to issue at this time (a) taxable
tax allocation refunding bonds, for the purpose of refinancing
a portion of the 1988 Notes and for other redevelopment
purposes of the Agency, in a principal amount of not to
exceed Eleven Million Dollars ($11,000,000) (the -1993B Bonds-),
and b) tax-exempt tax allocation refunding bonds, for the
purposes of refunding the 1986 Bonds and the 1988 Notes and for
other redevelopment purposes of the Agency, in a principal amount
of not to exceed Thirty-Two Million Seven Hundred
Fifty Thousand Dollars ($32,750,000), and to use the proceeds of
such 1993A Bonds and 1993B Bonds to pay costs in connection
with the issuance of the 1993A Bonds and 1993B Bonds,
respectively, and to make certain other deposits as required in
connection with the issuance of the 1993A Bonds, and the
1993B Bonds,
WHEREAS, the purposes stated above will be accomplished by
issuing at this time such bonds pursuant to the Trust Indenture
described below and this resolution of the Agency; and
WHEREAS, the Agency has chosen to sell the 1993A Bonds at
competitive bid following publication of notice of intention to
sell such securities;
WHEREAS, there have been prepared and submitted to this
meeting forms of:
1)
2)
drafts of the Indenture of Trust between the Agency
and the Trustee, identified in Section 3, setting
forth the terms of the Bonds (the .Indenture.); and
drafts of the Preliminary Official Statements to be
used in connection with the sale of the 1993A Bonds
and 1993B Bonds, respectively (such preliminary
Official Statements in the forms presented at this
meeting with such changes. insertions and omissions as
are made pursuant to this Resolution, being referred
to herein, collectively, as .preliminary Official
Statements.); and
drafts of the proposed Bond Purchase Contract to be
used in connection with sale of the 19938 80nds and
Notice Inviting Bids to be used in connection with the
competitive sale of the 1993A Bonds.
WHEREAS, the Agency now desires to authorize the ezecution
of such documents and the performance of such acts a. may be
necessary or desirable to effect the issuance and sale of the
1993A Bonds and the 1993B Bonds.
3)
NOW, THEREFORE, BE IT RESOLVED by the Orange Redevelopment
Agency, as follows:
Section 1. Subject to the provisions of Section 2 hereof,
the issuance of the 1993A Bonds in the aggregate principal amount
of not to ezceed Thirty-TwO Million Seven Hundred Fifty
Thousand Dollars ($32,750,000), and the 1993B Bonds in the
aggregate principal amount of not to ezceed Eleven Million
Dollars 11,000,000) on the terms and conditions set forth in,
and subject to the limitations specified in the Indenture, is
hereby authorized and approved. The 1993A Bonds and 19938 Bonds will
be dated, will bear interest at the rates, will mature on the
dates,will be issued in the forms, will 'be subject to redemption.
and will be as otherwise provided in the Indenture as the same
will be completed as provided in this Resolution. The proceedS of
the sale of the 1993A Bonds and 1993B Bonds shall be applied
as provided in the
Indenture.4l24Q/2359/78
r
Sec~ion 2. The Indenture. in sUbstantially the form
submitted at this meeting and made a part hereof as though set
forth in full herein, is hereby approved. The Executive Director
and the Secretary of the Agency are hereby authorized and
directed to execute and deliver the Indenture in the form
presented at this meeting with such changes insertions and
omissions as may be requested by Bond Counsel and approved by the
Executive Director, said execution being conclusive evidence of
such approval.
Sec~ion 3. Meridian Trust Company of California is hereby
appointed to act as paying Agent, Registrar, Transfer Agent,
Fiscal Agent and Escrow Bank for ~he 1993A Bonds and ~he
1993B Bonds and the Execu~ive Director of the Agency, or his
writ~en designee, is hereby au~horized to enter into agreements
with said bank to provide such services. The Bond Purchase
contract with Miller & Schroeder Financial, Inc., in
subs~antially ~he form submi~~ed at this meeting and made a part
hereof as though set forth in full herein, is hereby approved.
The Executive Director of the Agency is hereby authorized and
directed to execute the Bond Purchase Contrac~ in the form
presen~ed at this meeting with such changes, insertions and
omissions as may be approved by the Executive Director, said
execu~ion being conclusive evidence of such approval; provided,
however, that such contracts shall be signed only if the ne~
in~eres~ cost on ~he 1993A Bonds and 1993B Bonds or ei~her of
such issues does not exceed 9\ per annum and ~he Underwriter's
discoun~ does not exceed 2.0\ of the total principal amount of
the issues for each of them.
Sec~ion 4. The Notice of Intention to Sell Securities
attached hereto as Exhibit A is hereby approved subject to such
changes as requested by Bond Counsel. The Executive Director
shall cause said Notice of Intention to Sell Securities (a) to be
published in a newspaper published and of general circulation in
the City of Orange, California, by at least one (1) insertion at
least ten (10) days prior to the day fixed for the receipt of
bids; and (b) to be published in a financial publication
generally circulated throughout the State, namely The Bond Buver,
by at least one (1) insertion at least fifteen (15) days prior to
the day fixed for the receipt of bids.
The Executive Director of the Agency and the Financial
Consultant are hereby authorized and directed to cause to be
prepared and furnished to prospective bidders a reasonable number
of copies of the notice inviting bids (including the bid form)
substantially in the form attached hereto as Exhibit B, with such
changes thereto as may be approved by the Executive Director,
together with a reasonable number of copies of the 1993A Official
Statement. .
At the time and place shown in the Notice Inviting Bids for
receipt of bids, the Executive Director or his designee shall
open the bids and shall accept the responsible bid offering to
4124Q12359/78 3-
purch..e the Series 1993A Bond. .t the lowe.t net intere.t co.t,
provided the net intere.t co.t doe. not exceed 9\ per annum .nd
the discount doe. not exceed 2\, provided the Executive Director
may reject .11 bid. if in hi. judgment it i. prudent to do so
b..ed on gener.l fin.nci.l con.ider.tion. .nd the .dvice of the
Financi.l Advisor. The retention of Bond Counsel in connection
with the refunding of the 1986 Bonds on the term. set forth in
the letter propo..l on file with the Agency i. hereby .pproved.
section 5. The prepar.tion .nd delivery of Offici.l
St.tement., and their use by Miller , Schroeder Financial, Inc.
with re.pect to the 1993B Bond.) (the .Underwriter.), and others
in connection with the offering and .ale of the 1993A Bond. and
1993B Bonds, respectively, are hereby authorized and approved.
The Official statement. .hall each be in .ub.tantially the form
of each re.pective Preliminary Official St.tement with .uch
change., insertion. and omis.ion. a. may be reque.ted by Bond
Counselor the Underwriter and approved by the Executive Director
of the Agency, .uch approval to be conclu.ively evidenced by the
execution and delivery thereof. The Executive Director is hereby
authorized and directed to execute e.ch fin.l Offici.l Statement
and any amendment or supplement thereto, in the name of and on
behalf of the Agency, and thereupon to cause each final Official
Statement and any such amendment or supplement to be delivered to
the Underwriter.
section 6. The Executive Director of the Agency, the
Treasurer, the Secretary of the Agency, and any other proper
officer of the Agency, acting singly, are hereby authorized and
directed to execute and deliver any and all document. and
instrument. relating to the 1993A Bond. and the 1993B Bond.. and
to do and cause to be done any and all act. and thing. nec....ry
or proper for carrying out the transaction. contemplated by the
Indenture, the Bond Purchase Contract, the Official St.tement.,
this Resolution and any related agreements, including, but not
limited to, obtaining bond insurance which result. in a net
present value savings to the Agency and execution .nd delivery of
escrow agreements with the trustee, as needed, to provide for the
defeasance and redemption of the 1986 Bond. .nd the 1988 Note..
Section 7. This Resolution shall take effect immediately
upon its adoption.
ADOPTED this 20th day
ent
ATTEST:
Jj1/fA'~ O~(/A/~
Crerk, Or ge ~ev opment Agency
4124Q/2359/78 4-
I hereby certify that this Resolution No. ORA-0262 was
duly and regularly adopted by the Orange Redevelopment Agency at
a regular meeting thereof held on the 20th day of
April 1993, by the fallowing
vote:
I
AYES:
NOES:
DIRECTORS:t\'I'i,-\~f{,,-rn
SPURGEON, BARRERA, _ BEYER, COONTZ, MURPHY
DIRECTORS:NONE
ABSENT: DIRECTORS: NONE
ABSTAIN: DIRECTORS: NONE
Q (J:>4f'-#~Clerk,
Or ge R8a~lopment Agency
4124Q/
2359/785-
EXHIBIT A
NOTICE OF INTENTION TO SELL SECURITIES
Notice is hereby given that on April 20, 1993, at
11:00 A.M., pacific Time, or at such time on April 27, 1993 or
May 4, 1993 until bids are accepted. in the offices of
Stradling, Yocca, Carlson & Rauth, 660 Newport Center Drive,
Suite 1600, Newport Beach, California 92660, the Orange
Redevelopment Agency will receive bids for the sale of its
Southwest RedevAlopment project Tax Allocation Refunding Bonds,
Issue of 1993A in the aggregate principal amount of not to
exceed Thirty-TwO Million Seven Hundred Fifty Thousand
Dollars 32,750,000). Copies of the Complete Notice Inviting Bids
and other infornlation concerning said bonds may be obtained
from Miller & S~hroedet Financial, Inc., 505 Lomas Santa Fe
Drive,Suite 100, Solan~ Beach, California 92705-0819,
Telephone (
619)481-5894.4124Q/