In this paper, we propose a joint power control and resource allocation approach for co-channel deployed high dense small-cells in macro-cell networks, denoted as Two-tier Optimized Resource and Power Allocation approach (TORPA). The ultimate goal of our contribution is to mitigate the co-tier and cross-tier interference faced by indoor and outdoor users in downlink communications and efficiently satisfy their resource requirements. With this in mind, we formulate the resulting optimization problem as a Mixed-Integer Linear Program (MILP) that aims to minimize the total transmit power and achieve an efficient two-tier physical resource allocation. Then, we propose a semi-centralized scheme to solve it. Extensive simulations show that TORPA can efficiently allocate power and distribute spectrum resources to both Small-cell Users (SUs) and Macro-Users (MUs) compared to the distributed resource allocation scheme and a prominent state of the art gametheoretic approach. In particular, TORPA improves the SU's throughput by up to 9 times and 22% in comparison to these both schemes.