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HomeMy WebLinkAboutMINUTES - 08201985 - 1.6 (2) /.b ti A HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 34-66 RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS, 1985 ISSUE D (FANNIE MAE PROGRAM--WILLOW PASS PROJECT) , AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, FINANCING AGREEMENT, MORTGAGE PURCHASE AGREEMENT, REGULATORY AGREEMENT, OFFICIAL STATEMENT AND PURCHASE CONTRACT, APPOINTING AN ADMINISTRATOR AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 1 of Part 2 of Division 24 of the Health and Safety Code of the State of California (the "Act" ) - authorizes housing authorities to incur indebtedness for the purpose of financing the construction or development of multifamily rental housing and for the provision of capital improvements in connection with and determined necessary to such multifamily housing, and the Act provides a complete, additional and alternative method for such financing; WHEREAS, the Board of Commissioners (the "Board of Commissioners" ) of the Housing Authority of the County of Contra Costa (the "Authority" ) hereby finds and declares that it is necessary, essential and a public purpose for the Authority to engage in a program (the "Program") of financing the construction and development of multifamily rental housing, and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; WHEREAS, Willow Pass-120 Ltd. (the "Owner" ) , an Oregon limited partnership has requested that the Authority issue and sell the Bonds (hereinafter defined) for the purpose of financing the construction and development of the Willow Pass Apartments (the "Project" ) located near Willow Pass Road and Port Chicago Highway in West Pittsburg; WHEREAS, this Board of Commissioners hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, a notice of a public hearing with respect to the proposed issuance of the Bonds has been published; WHEREAS, on May 21, 1985 said public hearing was held before the Board of Supervisors of the County of Contra Costa, and an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds; WHEREAS, the Board of Supervisors of the County of Contra Costa as the applicable elected representative in accordance with Section 103 (k) of the Internal Revenue Code of 1954, as amended, has approved issuance of the Bonds; WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the implementation of the Program as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner 2 040511-0034-077-7532b as required by the laws of the State of California, including the Act; and WHEREAS, this Board of Commissioners hereby finds and determines that it is not economically feasible to reserve at least one-half of the units in the Project for occupancy on a priority basis by low-income households, pursuant to Section 34312 . 3 (c) (1) of the Act, whose adjusted gross income does not exceed 50 percent of the median adjusted gross income for the area, in accordance with Section 34312 . 3 (c) (2 ) of the Act; NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing Authority of the County of Contra Costa, as follows: 1 . This Board of Commissioners of the Housing Authority of , the County of Contra Costa does hereby find and declare that the above recitals are true and correct. 2 . Pursuant to the Act and the Indenture (hereinafter defined) , revenue bonds of the Authority, designated as "Housing Authority of the County of Contra Costa Multifamily Mortgage Revenue Bonds, 1985 Issue D (Fannie Mae Program--Willow Pass Project) " in an aggregate principal amount not to exceed $7, 200, 000 (the "Bonds" ) , are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chairwoman of the Board of Commissioners (the "Chairwoman" ) , the seal or facsimile of the seal of the Authority shall be reproduced 3 040511-0034-077-7532b 0 thereon and attested by the manual or facsimile signature of the Secretary of the Board of Commissioners (the "Secretary" ) , in the form set forth in and otherwise in accordance with the Indenture. 3 . The proposed form of indenture (the "Indenture" ) between the Authority and the trustee to be selected by the Designated Officers identified below (the "Trustee" ) , in substantially the form presented to this meeting, is hereby approved. The Chairwoman, the Vice-Chair, the Secretary, the Executive Director of the Authority (the "Director" ) , or the Director of New Development (the "Designated Officers" ) are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture, and the Secretary is hereby authorized and directed, for and in the name and on behalf of the Authority, to attest the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by either of them upon consultation with the Director and Bond Counsel to the Authority ( including such additions or changes as are necessary or advisable in accordance with Section 10, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $7, 200, 000, result in a true interest cost on the Bonds in excess of 12% per annum or result in an underwriter' s discount in excess of 3% of the aggregate principal amount of the Bonds) , the 4 040511-0034-077-7532b approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4. The proposed form of financing agreement (the "Financing Agreement" ) among the Authority, the Trustee, BA Mortgage and International Realty Corporation (the "Lender" ) , and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the_ Authority, are hereby authorized and directed for and in the name of and on behalf of the Authority to execute and deliver the Financing Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such proper officers upon consultation with the Director and Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 10, the approval of such changes to be conclusively evidenced by the execution and delivery of said Financing Agreement. 5. The proposed form of mortgage purchase agreement (the "Mortgage Purchase Agreement" ) among the Authority, the Trustee, the Lender, and the Owner, in substantially the form presented to this meeting, is hereby 5 040511-0034-077-7532b approved. The Designated Officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Mortgage Purchase Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such proper offices upon consultation with the Director and Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 10, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Mortgage Purchase Agreement. The designation of the Lender, and the Owner and the allocation thereto of the moneys to be made available by the sale of the Bonds is hereby approved, and is found to be made on a fair and equitable basis considering the public purposes of the Program and the requirements of the Authority and the Program. 6. The proposed form of regulatory agreement (the "Regulatory Agreement" ) among the Authority, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Regulatory Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such proper officers upon consultation with the Director and Bond Counsel to the 6 040511-0034-077-7532b Authority including such additions or changes as are necessary or advisable in accordance with Section 10, the approval of such changes to be conclusively evidenced by the execution and delivery of said Regulatory Agreement. 7 . The proposed form of bond purchase contract (the "Purchase Contract" ) between the Authority and Capital Markets Corporation, Prudential Bache Securities and First Interstate Bank of Denver (the "Underwriters" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 ) and to execute and deliver said Purchase Contract in substantially said form, with such additions thereto or changes therein as are recommended or approved by him upon consultation with the Director and Bond Counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Purchase Contract. 8. The proposed form of official statement relating to the Bonds (the "Official Statement" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers are hereby authorized and directed, for and in the name and on behalf of the Authority, 7 040511-0034-077-7532b to execute the Official Statement in substantially said form, with such additions thereto or changes therein as are recommended or approved upon consultation with the Director and Bond Counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Official Statement. The Underwriter is hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary official statement relating to the Bonds, if any, is hereby approved and authorized. 9 . The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee' s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the Designated Officers, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. 8 040511-0034-077-7532b 10. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and resolutions heretofore adopted by the Authority and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the Financing Agreement, the Mortgage Purchase Agreement, the Regulatory Agreement, the Purchase Contract, and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof, evidence credit support or additional security for the Bonds, but which shall not create any obligation or liability of the Authority other than with respect to the revenues and assets derived from the proceeds of the Bonds. 11 . The Community Development Department of the County of Contra Costa is hereby designated as Administrator of the Program. 9 040511-0034-077-7532b • /.b o -Z2. Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the Authority. 13 . Fiser Investment & Financial Servies is hereby designated as Underwriter to the Authority. 14. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 20th day of August, 1985, by the following vote: AYES: Commissioners Powers , Torlakson and Fanden NOES: Alone ABSTAINING: Commissioner McPeak ABSENT: Commissioner Schroder � Chairwoman i ATTEST: By Exe&utive Director 10 040511-0034-077-7532b I HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 34-65 RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS, 1985 ISSUE C (DELTA SQUARE PROJECT) , AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT, REGULATORY AGREEMENT, OFFICIAL STATEMENT AND PURCHASE CONTRACT, APPOINTING AN ADMINISTRATOR AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 1 of Part 2 of Division 24 of the Health and Safety Code of the State of California (the "Act" ) authorizes housing authorities to incur indebtedness for the purpose of financing the construction or development of multifamily rental housing and for the provision of capital improvements in connection with and determined necessary to such multifamily housing, and the Act provides a complete, additional and alternative method for such financing; WHEREAS, the Board of Commissioners (the "Board of Commissioners" ) of the Housing Authority of the County of Contra Costa (the "Authority" ) hereby finds and declares that it is necessary, essential and a public purpose for the Authority to engage in a program (the "Program" ) of financing the construction and development of multifamily rental housing, and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; WHEREAS, Delta Square-Oxford Limited Partnership (the "Partnership" ) , a Maryland limited partnership, has requested that the Authority issue and sell the Bonds (hereinafter defined) for the purpose of financing the construction and development of a multifamily rental housing project (the "Project" ) located on San Jose Drive between Delta Fair Boulevard and Buchanan Road, in the City of Antioch (the "City" ) ; WHEREAS, the City has requested that the Authority issue bonds to finance a rental housing development in its community and has consented to the Authority' s issuance of such bonds; WHEREAS, this Board of Commissioners hereby finds and declares that this resolution is being adopted pursuant i to the powers granted by the Act; WHEREAS, a notice of a public hearing with respect to the proposed issuance of the Bonds has been published; i WHEREAS, on May 21, 1985 said public hearing was held before the Board of Supervisors of the County of Contra Costa, and an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds; WHEREAS, the Board of Supervisors of the County of Contra Costa as the applicable elected representative in accordance with Section 103 (k) of the Internal Revenue Code of 1954, as amended, has approved issuance of the Bonds; WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed 2 040511-0033-214-7540b precedent to and in the issuance of the Bonds and the implementation of the Program as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act; and WHEREAS, this Board of Commissioners hereby finds and determines that it is not economically feasible to reserve at least one-half of the units in the Project for occupancy on a priority basis by low-income households, pursuant to Section 34312 . 3(c) ( 1) of the Act, whose adjusted gross income does not exceed 50 percent of the median adjusted gross income for the area, in accordance with Section 34312 . 3 (c) (2 ) of the Act; NOW, THEREFORE, BE IT RESOLVED by the Board of i Commissioners of the Housing Authority of the County of Contra Costa, as follows: I I 1. This Board of Commissioners of the Housing Authority of the County of Contra Costa does hereby find and I declare that the above recitals are true and correct. 2 . Pursuant to the Act and the Indenture (hereinafter defined) , revenue bonds of the Authority, designated as "Housing Authority of the County of Contra Costa Multifamily Mortgage Revenue Bonds, (Delta Square Project) 1985 Issue C" in an aggregate principal amount not to exceed $13 , 500, 000 (the "Bonds" ) , are hereby authorized to 3 040511-0033-214-7540b be issued. The Bonds shall be executed by the manual or facsimile signature of the Chairwoman of the Board of Commissioners (the "Chairwoman" ) , the seal or facsimile of the seal of the Authority shall be reproduced thereon and attested by the manual or facsimile signature of the Secretary of the Board of Commissioners (the "Secretary" ) , in the form set forth in and otherwise in accordance with the Indenture. 3 . The proposed form of indenture (the " Indenture" ) between the Authority and Security Pacific National Bank (the "Trustee" ) , in substantially the form I presented to this meeting, is hereby approved. The i Chairwoman, the Vice-Chair, the Secretary, the Executive Director of the Authority (the "Director" ) , or the Director of New Development (the "Designated Officers" ) are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture, and the Secretary is hereby authorized and directed, for and in the name and on behalf of the Authority, to attest the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by either of them upon consultation with the Director and Bond Counsel to the Authority ( including such additions or changes as are necessary or advisable in accordance with Section 9, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in 'excess of $13, 500, 000 or result 4 040511-0033-214-7540b in a true interest cost on the Bonds in excess of 12% per annum) , the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4. The proposed form of loan agreement (the "Loan. Agreement" ) between the Authority and the Partnership, i in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the Authority, are hereby authorized and directed for and in the name of and on behalf of the Authority to execute and deliver the Loan Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such proper officers upon consultation with the Director and Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 9, the approval of such changes to be conclusively evidenced by the execution and delivery of said Loan Agreement. 5. The proposed form of regulatory agreement (the "Regulatory Agreement" ) among the Authority, the Trustee and the Partnership, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the 5 040511-0033-214-7540b Authority are hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Regulatory Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such proper officers upon consultation with the Director and Bond Counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 9, the approval of such changes to be conclusively evidenced by the execution and delivery of said Regulatory Agreement. 6. The proposed form of bond purchase contract (the "Purchase Contract" ) among the Authority, FISER Investment & Financial Services and Bankers Trust Company (the "Underwriters" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 3 ) and to execute and deliver said Purchase Contract in substantially said form, with such additions thereto or changes therein as are recommended or approved by him upon consultation with the Director and Bond Counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Purchase Contract. 6 040511-0033-214-7540b 7. The proposed form of official statement relating to the Bonds (the "Official Statement" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers are hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Official Statement in substantially said form, with such additions thereto or changes therein as are recommended or approved upon consultation with the Director and Bond Counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Official Statement. The Underwriters are hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriters of a preliminary official statement relating to the Bonds, if any, is hereby approved and authorized. 8. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee' s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriters in accordance with written instructions executed on behalf of the Authority by the Designated Officers, which instructions said officer 7 040511-0033-214-7540b is hereby authorized and directed, for and in the name and on behalf ,of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract, upon payment of the purchase price therefor. 9 . All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and resolutions heretofore adopted by the Authority and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement, the Purchase Contract, and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof, evidence credit support or additional security for the Bonds, but which shall not create any obligation or liability of the Authority other than with 8 040511-0033-214-7540b respect to the revenues and assets derived from the proceeds of the Bonds. 10. The Community Development Department of the County of Contra Costa is hereby designated as administrator of the Program. 11 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the Authority. 12 . Banker' s Trust Company and FISER Financial and Investment Services are hereby appointed as underwriters to the Authority. 13 . This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 20th day of August, 1985, by the following vote: AYES: Commissioners Powers , Torlakson and Fanden NOES: None ABSTAINING: Commissioner McPeak ABSENT Commissioner Schroder Chairwoman ATTEST: B E cutive Director 9 040511-0033-214-7540b -