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RES-SAORA-030 Bond Purchase AgreementRESOLUTION NO. SAORA -030 A RESOLUTION OF THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE ORANGE REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT, AN OFFICIAL STATEMENT, AN ESCROW AGREEMENT AND OTHER DOCUMENTS IN CONNECTION WITH THE SUCCESSOR AGENCY'S ISSUANCE OF TAX ALLOCATION REFUNDING BONDS AND TAKING 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, 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 ") was constituted as the successor to the Former Agency; and an Oversight Board to the Successor Agency (the "Oversight Board ") was established; and WHEREAS, pursuant to HSC Section 34173, the City Council of the City of Orange (the City ") adopted Resolution No. 10625 on January 10, 2012, electing for the City to serve as the Successor Agency (provided, pursuant to HSC Section 34173(g), the City and the Successor Agency are separate public entities and the two entities do not merge); and WHEREAS, the City Council serves as the Governing Board of the Successor Agency; and WHEREAS, the Former Agency and, after the Former Agency's dissolution, the Successor Agency have issued multiple series of bonds under a Trust Indenture, dated as of May 1, 1997 (the "Master Indenture "), as amended and supplemented by: (i) a First Supplement to Indenture of Trust, dated as of September 1, 2003, (ii) a Second Supplement to Indenture of Trust, dated as of May 1, 2008, (iii) a Third Supplement to Indenture of Trust, dated as of May 1, 2008, and (iv) a Fourth Supplement to Indenture of Trust, dated as of December 1, 2014 (the Master Indenture, as so amended and supplemented, being referred to herein as the "Indenture "); and WHEREAS, such bonds issued under the Indenture include the Former Agency's Orange Merged and Amended Redevelopment Project Area 2008 Tax Allocation Bonds, Series A (the 2008A Bonds "); and WHEREAS, the Successor Agency desires to refund the outstanding 2008A Bonds; and WHEREAS, pursuant to HSC Section 34177.5(a), the Successor Agency is authorized to issue bonds (the "Refunding Bonds ") to refund all or a portion of the 2008A Bonds (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 refunded; 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 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; 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, and (ii) pay costs of issuance of the Refunding Bonds; and WHEREAS, this Board previously adopted Resolution No. SAORA -029, on April 10, 2018 (the "SA Bond Approval Resolution "), approving the issuance of the Refunding Bonds pursuant to the Indenture, as supplemented by the Supplemental Indenture, in substantially the form attached to the SA Bond Approval Resolution; and WHEREAS, the Oversight Board adopted Resolution No. OB -0077 on April 19, 2018 (the Oversight Board Resolution "), approving the issuance of the Refunding Bonds; and WHEREAS, the State Department of Finance ( "DOF ") issued its letter, dated May 31, 2018, providing the DOF's approval of the Oversight Board Resolution. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE, ACTING AS THE GOVERNING BOARD 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. This Board hereby confirms its approval of the issuance of the Refunding Bonds in an aggregate principal amount not to exceed $29 million pursuant to the SA Bond Approval Resolution. Resolution No. SAORA -030 2- Section 3. The sale of the Refunding Bonds pursuant to a Bond Purchase Agreement the "Bond Purchase Agreement "), by and between the Successor Agency and Morgan Stanley Co. LLC ( the "Underwriter ") is hereby approved; provided, that such sale shall be subject to the following parameters: (i) the terms of the Refunding Bonds shall be in compliance with the savings parameters of HSC Section 34177.5(a), (ii) the true interest cost of the Refunding Bonds shall not exceed 4.5 percent, (iii) the Underwriter's compensation (i.e., underwriter's discount), exclusive of any original issue discount, for the Refunding Bonds shall not exceed 0.5 percent of the aggregate principal amount of the Refunding Bonds. The Bond Purchase Agreement, in the form on file with the Secretary of the Successor Agency, is hereby approved. Subject to the parameters set forth above, each of the Chair (who is the Mayor of the City), the Vice Chair (who is the Mayor Pro Tem of the City) and the Executive Director of the Successor Agency (who is the City Manager of the City) (collectively, the "Authorized Officers," each being an "Authorized Officer "), acting individually, is authorized, for and in the name and on behalf of the Successor Agency, to execute and deliver the Bond Purchase Agreement, with 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 Escrow Agreement (the "Escrow Agreement ") relating to the refunding and defeasance of the Refunded Bonds, substantially in the form on file in the office of the Secretary of the Successor Agency, is hereby approved. Each Authorized Officer, acting individually, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreement, in substantially such form, with 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 5. The Preliminary Official Statement the Preliminary Official Statement ") relating to the Refunding Bonds, substantially in the form on file in the office of the Secretary of the Successor Agency, is hereby approved. Each Authorized Officer, acting individually, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to cause the Preliminary Official Statement in substantially said form, with such additions or changes therein as such Authorized Officer may approve, to be deemed final for the purposes of Rule 15c2 -12 promulgated under the Securities and Exchange Act of 1934, as amended (the Rule "). The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Refunding Bonds. Section 6. Each Authorized Officer, acting individually, is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to cause the Preliminary Official Statement to be brought into the form of a final Official Statement and to execute the final Official Statement and such additional documents prior to or concurrently with the signing of the final Official Statement as such Authorized Officer may deem necessary or appropriate to verify the accuracy thereof. The distribution and use of the Official Statement by the Underwriter in connection with the sale of the Refunding Bonds are hereby approved. Section 7. The Continuing Disclosure Certificate (the "Continuing Disclosure Certificate ") with respect to the Refunding Bonds, substantially in the form attached as an appendix to the draft Preliminary Official Statement on file in the office of the Successor Agency Secretary, is hereby approved. Each Authorized Officer, acting individually, is hereby authorized Resolution No. SAORA -030 3- and directed, for and in the name and on behalf of the Successor Agency, to execute and deliver the Continuing Disclosure Certificate in substantially such form, with 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). The appointment of Willdan Financial Services as the initial Dissemination Agent under the Continuing Disclosure Certificate is hereby approved. Section 8. Reference is hereby made to the Tax - Advantaged Bonds Post - Issuance Compliance Procedures (the "Post- Issuance Tax Compliance Procedures ") adopted pursuant to Resolution No. 10821, adopted on October 14, 2014, by the City Council of the City. It is hereby affirmed that such Post - Issuance Tax Compliance Procedures are applicable to the Refunding Bonds. The Executive Director, consultation with bond counsel, is authorized to amend the Post - Issuance Tax Compliance Procedures from time to time Section 9. Reference is hereby made to the Debt Issuance and Management Policy, adopted pursuant to Resolution No. 11072, adopted on April 10, 2018, by the City Council of the City. The Board affirms the adoption of such Debt Management Policy as the Successor Agency's policy. The Board hereby finds that the issuance of the Refunding Bonds is consistent with the Debt Issuance and Management Policy. Section 10. The members of this Board, the Chair, the Vice Chair, the Executive Director, the Finance Director (who is also the Finance Officer of the Successor Agency, and the Administrative Services Director of the City (formerly, the Finance Director of the City)) and all other officers of the Successor Agency, are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things (including, but not limited to, obtaining a reserve fund surety bond or insurance policy, obtaining a bond insurance policy or other types of credit enhancement, engagement of a verification agent for the defeasance escrow) which they may deem necessary or proper to effectuate the purposes of this Resolution and the documents approved hereby. Any such previous action taken by such officers are hereby ratified and confirmed. Section 11. This Resolution shall take effect immediately upon adoption. ADOPTED this 12th day of June 2018. Ter sa E. Smith Chairperson of the Successor Agency APPROVED AS TO FORM:ATTEST: Way - W. Winthers Mary E. rph 4111AgencyCounselClerkofteSuccessorAgency to the Orange Redevelopment Agency Resolution No. SAORA -030 4- I, MARY E. MURPHY, hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Orange, acting as the Governing Board of the Successor Agency to the Orange Redevelopment Agency, at a regular meeting thereof held on the 12th day of June 2018, by the following vote: AYES:BOARD MEMBERS: Alvarez, Whitaker, Smith, Murphy, Nichols NOES:BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None ABSTAIN: BOARD MEMBERS: None 1 Mary E. rphy Clerk of e Successor Agency to the Orange Redevelopment Agency Resolution No. SAORA -030