SR - AGR-6146 - BOND PROCEEDS FUNDING AGREEMENT (2)°* AGENDA ITEM
'yo�..,,���..• September 9, 2014
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TO: Honorable Chairperson and Directors
of the Successor Agency to
the Orange Redevelopment Agency
THRU: John W. Sibley
Executive Director
FROM: Lisa Kim
Economic eevveopment Manager
ReviewedNerified B
City Manager
Finance Directo
To Be Presented By:
Lisa Kim
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1. SUBJECT
Resolution No. SAORA -015 — 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 execution and delivery of a Bond Proceeds Funding Agreement between the Successor
Agency and the City of Orange and taking certain related actions.
2. SUMMARY
Following receipt of a finding of completion dated July 12, 2014, the Successor Agency is
allowed to expend the remaining redevelopment bond proceeds in a manner consistent with
applicable bond covenants. Approval of the Bond Proceeds Funding Agreement will provide for
the transfer of the remaining redevelopment bond proceeds to the City to facilitate expenditure of
bonds.
3. RECOMMENDATION
1. Approve Resolution No. SAORA -015; and,
2. Authorize the Chairperson to execute and the Agency Clerk to attest to the Agreement.
4. FISCAL IMPACT
The Bond Proceeds Funding Agreement will transfer the remaining unspent redevelopment bond
proceeds to the City and the creation of this enforceable obligation will be included in ROPS 14-
15B covering January 1, 2015 through June 30, 2015.
5. STRATEGIC PLAN GOAL(S)
1. Provide for a safe community
a. Provide staffing and resources to deliver services that ensure public safety.
2. Be a fiscally healthy community.
a. Expend fiscal resources responsibly.
SAORA ITEM 1 09/09/14
6. GENERAL PLAN IMPLEMENTATION
Not applicable.
7. DISCUSSION and BACKGROUND
BACKGROUND
The former Orange Redevelopment Agency ( "Former Agency ") has the responsibility to
implement the redevelopment plan for the Orange Merged and Amended Redevelopment Project
Area that consolidated the Tustin Street, Southwest and Northwest Redevelopment Project Areas
in 2001 ( "Project Area "). Over the years, the Former RDA issued a series of bonds for the
project areas which included the following (collectively, the "Bonds "): the Tustin Street
Redevelopment Project 1997 Tax Allocation Parity Bonds, Series A; the Tustin Street
Redevelopment Project 1997 Taxable Tax Allocation Parity Bonds, Series B; the Orange Merged
and Amended Redevelopment Project Area 2003 Tax Allocation Refunding Bonds, Series A; the
Orange Merged and Amended Redevelopment Project Area 2003 Taxable Tax Allocation
Refunding Bonds, Series B; the Orange Merged and Amended Redevelopment Project Area 2008
Tax Allocation Bonds, Series A; and, the Orange Merged and Amended Redevelopment Project
Area 2008 Taxable Tax Allocation Bonds, Series B.
At time of issuance, the bond proceeds provided funds to finance and refinance redevelopment
activities for and of benefit to the Project Area. There is approximately $8.6 million in
remaining redevelopment bond proceeds and $5.9 million associated interest received from those
proceeds for a total of $14.5 million.
DISCUSSION
The Successor Agency to the Orange Redevelopment Agency ( "Successor Agency ") continues
the task of redevelopment wind -down activities including expenditure of the unspent bond
proceeds. Following issuance of a Finding of Completion, the Successor Agency is now
authorized to utilize the remaining redevelopment bond proceeds in a manner consistent with the
original bond covenants.
The Bond Proceeds Funding Agreement ( "Agreement ") provides for the transfer of the remaining
redevelopment bond proceeds to the City to facilitate expenditure of bonds. Due to limited
staffing of the Successor Agency and the City's traditional role and established procedures with
respect to the awarding of public works contracts, the Successor Agency and the City desire to
enter into this Agreement, for the City to perform or cause to be performed all work required to
complete the Projects, with payment to be made from the remaining bond proceeds. Such public
capital improvement projects to be financed, in whole or in part, by the remaining bond proceeds
are currently expected to include some or all of the following (the "Projects "):
1. Utility undergrounding throughout the Project Area.
2. Construction of a new fire station.
3. Renovation of police facilities and installation of a temporary emergency operation
center.
4. Acquisition and installation of parking structures and other parking related facilities at
Old Towne include the Metrolink Parking Structure Project.
SAORA ITEM 2 09/09/14
5. Installation of lighting, including streetlights, in Old Towne neighborhoods.
6. Environmental assessment and remediation throughout the Project Area.
7. Property acquisition throughout the Project Area for rehabilitation and redevelopment
purposes.
8. Acquisition for and construction of senior center facility.
9. Other or different projects of benefit to the Project Area to that are consistent with the
bond covenants, as determined by the City.
Pursuant to HSC Section 34177(1), the Successor Agency must prepare a Recognized Obligation
Payment Schedule ( "ROPS ") for each six -month fiscal period ( "ROPS Period "). The expenditure
of the remaining bond proceeds has been listed in ROPS 14 -15B pursuant to HSC Section
34191.4(c)(2). The ROPS must be submitted to the Oversight Board of the Successor Agency
and the DOF for approval.
7. ATTACHMENTS
• Resolution NO. SAORA -015
• Bond Proceeds Funding Agreement
NAEconomic Development Files \STAFF REPORTS\2014 \090914c_SA Bond Proceeds Agreement_SA.doc
SAORA ITEM 3 09/09/14
RESOLUTION NO. SAORA -015
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 EXECUTION AND DELIVERY OF A
BOND PROCEEDS FUNDING AGREEMENT BETWEEN THE
SUCCESSOR AGENCY AND THE CITY OF ORANGE AND TAKING
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 undertook a program to redevelop a project area 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
WHEREAS, the Former Agency previously issued multiple series of bonds, among
which included (collectively, the "Bonds "): (i) its Tustin Street Redevelopment Project 1997
Tax Allocation Parity Bonds, Series A; (ii) its Tustin Street Redevelopment Project 1997
Taxable Tax Allocation Parity Bonds, Series B; (iii) its Orange Merged and Amended
Redevelopment Project Area 2003 Tax Allocation Refunding Bonds, Series A; (iv) its Orange
Merged and Amended Redevelopment Project Area 2003 Taxable Tax Allocation Refunding
Bonds, Series B; (v) its Orange Merged and Amended Redevelopment Project Area 2008 Tax
Allocation Bonds, Series A; and (vi) its Orange Merged and Amended Redevelopment Project
Area 2008 Taxable Refunding Tax Allocation Bonds, Series B; and
WHEREAS, the terms of the Bonds are governed by 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, as amended and supplemented (the Master Indenture, as amended and supplemented,
being referred to herein as the "Indenture "); and
WHEREAS, the Bonds were issued to provide funds to finance and refinance
redevelopment projects for and of benefit to the Project Area; and
WHEREAS, pursuant to AB X 1 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
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RESOLUTION NO. SAORA -015