RES-ORA-0428 Redevelopment Project 2003 Tax Allocation Refunding BondsRESOLUTION NO. ORA-
0428
A RESOLUTION OF THE ORANGE
REDEVELOPMENT AGENCY APPROVING THE
ISSUANCE OF ITS ORANGE MERGED AND
AMENDED REDEVELOPMENT PROJECT AREA
2003 TAX ALLOCATION REFUNDING BONDS,
APPROVING A FIRST SUPPLEMENT TO TRUST
INDENTURE, AN . OFFICIAL STATEMENT,
SETTING THE MAXIMUM FINAL TERMS OF THE
SALE OF THE BONDS AND MAKING CERTAIN
DETERMINATIONS RELATING THERETO
WHEREAS,
the Orange Redevelopment Agency (the Agency) is a redevelopment
agency duly created, established and authorized to transact business and exercise its
pOWf:rs, all under and pursuant to the Community Redevelopment Law, being Section 33000 and
following of the Health and Safety Code of the State of California, and the powers of the Agency
include the power to issue bonds for any of its corporate purposes; and WHEREAS,
on November 27, 2001, the City Council of the City of Orange adopted
Ordinance No. 21-01, approving a Redevelopment Plan for a redevelopment project
known as the Merged and Amended Redevelopment Project Area (the Merged Project). The
Amended and Restated Redevelopment Plan for the Merged Project has been adopted and
approved and all requirements of law for, and precedent to, the adoption and approval of said
plan have been duly complied with; and
WHEREAS, the Agency issued its $11,000,000 aggregate principal amount
Orange Redevelopment Agency Northwest Redevelopment Project Taxable Tax Allocation
Refunding Bonds, Issue of 1993A (the Series A Northwest Bonds), and its $16,000,000
aggregate principal amount Orange Redevelopment Agency Northwest Redevelopment Project
Tax Allocation Refunding Bonds, Issue of 1993B (the Series B Northwest Bonds, and together
with the Series A Northwest Bonds, the Northwest Bonds), for the purpose of providing funds to
finance and refinance redevelopment activities within and of benefit to its former Northwest
Redevelopment Project;
WHEREAS, the Agency issued its $32,750,000 aggregate principal amount of
Orange Redevelopment Agency Southwest Redevelopment Project Tax Allocation Refunding
Bonds, Issue of 1993A (the Series A Southwest Bonds), and its $11,000,000 Orange
Redevelopment Agency Southwest Redevelopment Project Taxable Tax Allocation Refunding
Bonds, Issue of 1993B (the Series B Southwest Bonds and together with the Series A Southwest
Bonds, the Southwest Bonds), for the purpose of providing funds to finance and refmance
redevelopment activities within and of benefit to its former Southwest Redevelopment Project;
WHEREAS, the Agency proposes to issue not to exceed $67,000,000 principal
amount of its Orange Merged and Amended Redevelopment Project Area 2003 Tax Allocation
Refunding Bonds (the 2003 Bonds) which shall be issued in two separate series, the proceeds
of which will be used to refinance outstanding bonds of the Merged Project, being the
Southwest Bonds and the Northwest Bonds, on a parity with its Orange Redevelopment Agency
Tustin Street Redevelopment Project 1997 Tax Allocation Bonds, Series A and Taxable Series B
the Tustin Street Bonds), the repayment of which 2003 Bonds will be secured from tax
increment revenues of the Merged Project on a parity basis with the Tustin Street Bonds; and
WHEREAS, there has been presented to this meeting a form of First Supplement
to Indenture of Trust providing for the issuance of the 2003 Bonds; and
WHEREAS, the Agency has determined that the Bonds should be offered for
sale on a competitive basis and there has been presented to the Agency a form of notice of sale
and a proposed form of Official Statement describing the Bonds, to be used in connection with
the markc:ting thereof.
NOW, THEREFORE, THE ORANGE REDEVELOPMENT AGENCY
DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Approval of Issuance of 2003 Bonds. The issuance of not to exceed
65,000,000 in principal amount of 2003 Bonds in two series being taxable and tax-exempt,
in order to provide a portion of the moneys required to refinance a portion of outstanding bonds
of the Merged Project and to provided continued availability of funds for activities of the
Agency with respect to the Merged Project are hereby authorized and
approved.Section 2. First Supplement to Indenture of Trust. The form of First
Supplement to Indenture of Trust by and between the Agency and U.S. Bank National Association, as
trustee the Indcmture), presented at this meeting is hereby approved and the Chairman, the
Executive Director or the Finance Officer is and each of them are hereby authorized and directed, for and
in the name of and on behalf of the Agency, to execute, acknowledge and deliver the Indenture
in substantially the form presented at this meeting with such changes therein as the
officers executing the same may approve upon consultation with the General Counsel of the Agency
and the Agency's financial advisor and Bond Counsel, such approval to be conclusively evidenced
by the execution and delivery
thereof.Section 3. Appointment of Trustee. U.S. Bank National Association is
herebyappointe:d as Trustee pursuant to the Indenture, to take any and all action provided for therein
to be taken by the
Trustee.Section 4. Escrow Agreements. The Form of Escrow Deposit and
Trust Agreement by and between the Agency and BNY Western Trust Company, as Escrow
Holder the Es';row Agent), presented at this meeting is hereby approved and the Chairman,
the Executive Director or the Finance Officer is and each of them are hereby authorized
and directed, for and in the name of and on behalf of the Agency, to execute, acknowledge
and deliver the Escrow Agreement in substantially the form presented at this meeting with
such changes therein as the officers executing the same may approve upon consultation with
the General Counsel of the Agency and the Agency's financial advisor and Bond Counsel,
such approval to be conclusively evidenced by the execution and delivery
thereof.Section 5. Official Statement. The form of Preliminary Official
Statement relating to the 2003 Bonds and presented to this meeting is hereby approved. The preparation
of a Final Official Statement relating to the 2003 Bonds is hereby approved and the Chairman,
the Executive Director or the Finance Officer is and each of them are hereby authorized
and directed, for and in the name and on behalf of the Agency, to execute and deliver a Final
Statement containing such changes from the Preliminary Official Statement as may be approved
by the Chairman, the Executive Director, the Finance Officer, Bond Counsel and/or the Agency
Counsell, and the distribution of such Preliminary and Final Official Statements in connection
with th,: sale of the 2003 Bonds is hereby authorized. The Chairman, the Executive Director or
the Finance Officer is and each of them are also authorized and directed to deem the Preliminary
Official Statement final within the meaning of Rule l5c2-12 of the Securities Exchange Act
of 1934 (the Rule), omitting only such information as is permitted under such Rule, and to
execute an appropriate certificate stating the Agency's determination that the Preliminary
Official Statement has been deemed final within the meaning of such Rule. The Executive Director
or the Finance Officer is authorized to execute such continuing disclosure obligation as may
be necessmy to comply with Rule 15c2-12 of the Securities Exchange Act
of 1934.Section 6. Official Notice Inviting Bids. The form of Official
Notice Inviting Bids as presented to this meeting is hereby approved and the Financial Director
is hereby authorized and directed to execute the same in substantially the form presented to
this meeting,with such changes therein as the office executing the same may approve, such approval
to be conclusively evidenced by the execution and
delivery thereof.Section 7. Form of 2003 Bonds. The form of the 2003 Bonds as set forth
in the Indenture as presented to this meeting is hereby approved and the Chairman or
the Vice Chairman and the Agency Clerk or any Assistant Agency Clerk are hereby
authorized and directed to execute by manual or facsimile signature, in the name and on behalf of
the Agency and und~r its seal, such 2003 Bonds in either temporary and/or definitive form in
the aggregate principal amount set forth in each respective Indenture and all in accordance with the
terms and provisions of
the Indenture.Section 8. Award of Sale of 2003 Bonds: Final Terms of Sale of
2003 Bonds.The Agency hereby approves all sales of the Bonds at competitive sale. The ternlS of
the 2003 Bonds are hereby established as follows: (i) the final principal amount of the 2003
Series A Bonds shall not exceed $52,000,000 in the aggregate; (ii) the Executive Director
is hereby authorized and directed to award the sale of the 2003 Series A Bonds to the bidder
with the lowest hue interest cost provided that the Underwriter's discount for the purchase of
the 2003 Series A Bonds shall not exceed 1.00%; (iii) the final principal amount of the 2003
Series B Bonds shall not exceed $13,000,000 in the aggregate; and (iv) the Executive Director
is hereby authorized and directed to award the sale of the 2003 Series B Bonds to the bidder
with the lowest hue interest cost provided that the Underwriter's discount for the purchase of
the 2003 Series B Bonds shall not exceed 1.25%. The Executive Director may accept or reject all
or any portion of bids received on the Series A Bonds or Series B Bonds in order to
accomplish the goals of the Agency as set
forth herein.Section 9. Publication of Notice. The Agency Clerk in cooperation
with Bond 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.
Additionally, pursuant to 933646 of the California Health & Safety Code, the Agency Clerk shall publish the
Notice of Intention to Sell Securities once at least five (5) days prior to the date set for receipt of
bids on the Bondls, in a newspaper of general circulation published in the City of Orange.
The Agency Clerk in cooperation with the financial advisor shall cause the Official Notice Inviting Bids
to be circulated among
Section 10. Requisitions. The Executive Director or the Finance Officer is and
each of them are hereby authorized and directed to execute one or more requisitions authorizing
the Trustc:e to pay the costs of issuing the 2003 Bonds from the proceeds of the 2003 Bonds and
the moneys, if any, deposited by the Agency with the Trustee for such purpose, all pursuant to
the Indenture.
Section 11. Other Acts. The Chairman, the Vice-Chairman, the
Executive Director, the Finance Officer and the Agency Clerk of the Agency are hereby authorized
and directed, jointly and severally, to do any and all things to execute and deliver any and
all documents which in consultation with Staff, Bond Counsel and the Agency General
Counsel,they may deem necessary or advisable in order to consummate the issuance, sale and delivery
of the 2003 Bonds, or otherwise effectuate the purposes of this Resolution, and any and all
such actions previously taken by such officers or staff members are hereby ratified and
confirmed.S,ection 11. Effective Date. This Resolution shall take effect upon
adoption.ADOPTED this 26th day of August,
2003.
ATTEST:t!
u-~Cassandra J. C ,
Clerk 1, CASSANDRA J. CATHCART, Clerk of the Orange Redevelopment Agency,
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
August,2003 by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:DIRECTORS: Ambriz, Alvarez, Murphy, Coontz,
Cavecche DIRECTORS:
None DIRECTORS:
None DIRECTORS:
None
A~~ ~---M~7f-
Cassandra J. Cat art, Clerk