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RES-ORA-0476 Approval of Issuance, Sale and Delivery of Redevelopment Agency Tax Allocation BondsRESOLUTION NO. ORA- 0476 A RESOLUTION OF THE ORANGE REDEVELOPMENT AGENCY APPROVING THE ISSUANCE, SALE AND DELIVERY OF TAX ALLOCATION BONDS FOR FINANCING ADDITIONAL COSTS OF REDEVELOPMENT PROJECTS, APPROVING AS TO FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH SUCH BONDS, MAKING FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445, 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 - andall 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 Bond), 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 Tax Allocation Bonds, Series A (the 2008A Bonds) to finance the costs of certain capital projects of benefit to the Project Area, which are currently expected to include some or all of the acquisition, renovation and improvements listed in Exhibit A to this Resolution (the Projects); and WHEREAS, the Agency is also considering the issuance of its Orange Merged and Amended Redevelopment Project Area 2008 Taxable Tax Allocation Refunding Bonds, Series B (the 2008B Bonds) under a separate resolution (the 2008B Resolution), for the purpose of refunding all of the remaining outstanding 1997B Bonds; 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 WHEREAS, Section 33445 of the Law authorizes the Agency, with the consent of the City Council, to, among other things, pay all or a part of the cost of installation and construction of certain public improvements, which are or will, upon completion, become publicly owned, upon the making of certain findings; and WHEREAS, pursuant to Section 33679 of the Law, after notice duly published in accordance with the Law, the Agency held a public hearing on this date with respect to use of tax increment revenues for the proposed Projects to be financed by the issuance of the 2008A Bonds and received evidence concerning the public benefits therefrom; and 2 WHEREAS, there has been made available in the office of the City Clerk for two weeks prior to such public hearing for public inspection and copying, at a cost not to exceed the cost of duplication, a summary report (the Summary Report) which includes all of the following: (i) an estimate of the amount of tax increment revenues allocated to the Agency which the Agency proposes to use to pay for all or part of the cost of the Projects, including interest payments; (ii) the facts supporting the determinations required to be made by the Agency pursuant to Section 33445 of the Law; and (iii) the redevelopment purpose for which such tax increment revenues will be used to pay for the Projects. 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 ofthem, are true and correct. Section 2. Findings Relating to Projects. The Agency hereby finds and determines, based on the Summary Report and other information presented to the Agency as follows: (i) the Projects are of benefit to the Project Area; (ii) the payment of funds for the cost of such land acquisition and public capital improvements will assist in the elimination of one or more blighting conditions inside the Project Area; (iii) the payment of funds for the cost of the Projects is consistent with the Agency's implementation plan adopted pursuant to Section 33490 of the Law; and (iv) no other reasonable means of financing such improvements is available to the City. Section 3. 2008A Bonds: Indenture. The Second Supplement, in the form on file with the Clerk of the Agency (the Clerk), is hereby approved. The issuance of the 2008A Bonds, in the aggregate principal amount not to exceed $35,000,000, 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 Second 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 4. Appointment of U.S. Bank National Association as Trustee. The appointment of U.S. Bank National Association to act as Trustee with respect to the 2008A Bonds is hereby approved. Section 5. Notice Inviting Bids. The Official Notice Inviting Bids (the Notice Inviting Bids", relating to the sale of the 2008A 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 2008A Bonds. Subject to the parameters set forth in 3 Section 7, the terms and conditions of the offering and sale of the 2008A Bonds shall be as specified in the Notice Inviting Bids. Bids for the purchase of the 2008A 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 2008A 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 2008A 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 2008A Bonds. The authorization set forth in this Resolution regarding the issuance and sale of 2008A Bonds are subject to the following parameters: (a) the aggregate principal amount of the 2008A Bonds shall not exceed $35,000,000, (b) the true interest cost with respect to the 2008A Bonds shall not exceed 5.25 percent, (c) the sale price of the 2008A 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 2008A Bonds shall not exceed 1.25 percent of the aggregate principal amount of the 2008A 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 2008A 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 2008A Bonds, as many copies of the Official Statement as the Executive Director shall determine as appropriate. Section 10. 2008B Resolution. In the event that the 2008B Resolution is not adopted by this Board, the documents approved hereby shall be revised to reflect the issuance and sale of the 2008A Bonds only and not the 2008B 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 2008A 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 approved. Section 12. Effective Date. This Resolution shall take effect immediately upon adoption. ADOPTED this 26th day of February, 2008. ATTEST: 5 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 26th day of February, 2008, by the following vote: AYES: NOES: ABSENT: ABSTAIN: DIRECTORS: Smith, Murphy, Dumitru, Bilodeau DIRECTORS: Cavecche DIRECTORS: None DIRECTORS: None 6 EXHIBIT A Potential projects currently expected to be funded in whole or in part using proceeds of bonds to be issued by the Orange Redevelopment Agency: Construction of a new fire station Renovation of police facilities and installation of a temporary emergency operation center Improvements relating to establishment of railroad crossing safety and quiet zones Widening of Main St. from Culver Ave. to Chapman Ave. Widening of the intersection at the Chapman Ave. and Tustin St. Widening of Tustin St. and Meats Ave. intersection Various street and roadway improvements along Alvarez Ave., Angus Ave., Cypress St., Emerson Ave., Grove Ave., Lemon St., Maple St., Palm Ave., Poplar St., Shelly Ct., Southern Ave. and Trenton Ave. Renovations at EI Camino Park Renovations at Killefer Park Renovations at Grijalva Park and construction of gymnasium and/or other facilities Acquisition and installation of parking structures and other parking related facilities at Old Towne Installation oflighting, including streetlights, in Old Towne neighborhoods Acquisition for and construction of senior center facility Utility undergrounding throughout the Project Area Environmental assessment and remediation throughout Project Area Property acquisition throughout the Project Area for rehabilitation and redevelopment purposes