Loading...
HomeMy WebLinkAboutRESOLUTIONS - 07271993 - 1.55• l� J l COUNTY OF CONTRA COSTA RESOLUTION NO. 93 s3 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REFUNDING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $21, 000, 000 FOR THE PURPOSE OF REFUNDING BONDS ISSUED TO PROVIDE FINANCING FOR A MULTIFAMILY RENTAL HOUSING DEVELOPMENT KNOWN AS BYRON PARK, DETERMINING AND PRESCRIBING CERTAIN MATTERS RELATING THERETO, AND APPROVING AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS. WHEREAS, the County of Contra Costa (the "County") has heretofore determined to engage in a program (the "Program") of financing the construction of a multifamily rental housing development known as Byron Park (the "Project") , and in order to do so issued $20,000,000 of its Multifamily Housing Revenue Bonds, 1989 Series A (GNMA Collateralized Mortgage Loan -- Byron Park Apartments Project) (the "Prior Bonds") , and made a loan of the proceeds thereof to Byron Park, a California limited partnership (the "Owner") ; and WHEREAS, as a result of certain defaults by the Owner, the Prior Bonds are required to be redeemed in accordance with the provisions of that certain indenture dated as of June 1, 1989 (the "Prior Indenture") by and between the County and First Trust of California, National Association, as trustee thereunder; and WHEREAS, the Board desires to assist the Owner and preserve the availability of units in the Project for very low income persons or families, and in order to accomplish such purposes it is desirable for the Board to provide for the refunding of the Prior Bonds and provide refinancing for the Project; and WHEREAS, Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Act") provides a complete, additional and alternative method for such refunding; and WHEREAS, there has been prepared and presented to this Board for consideration at this meeting the documentation required for the issuance of such refunding bonds; and WHEREAS, it appears that each of the documents which are now before this meeting is in appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended; and WHEREAS, Newman and Associates, Inc. ("Newman") has expressed its intention on behalf of itself and Smith Mitchell & Associates to purchase certain of the refunding bonds authorized 812-17422.1 ?314S3 hereby and to serve as placement agent for the balance thereof, and this Board finds that the public interest and necessity require that the County at this time make arrangements for the sale of such refunding bonds; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: 1. Pursuant to the Act and the Indenture (hereinafter defined) , revenue bonds of the County, to be designated as "County of Contra Costa Multifamily Housing Refunding Revenue Bonds (GNMA Collateralized -- Byron Park Project) 1993 Series A, " County of Contra Costa Multifamily Housing Refunding Revenue Bonds (GNMA Collateralized -- Byron Park Project) 1993 Series A-T, " and "County of Contra Costa Multifamily Housing Refunding Revenue Bonds (Byron Park Project) 1993 Series B" (the "Series A Bonds, " the "Series A-T Bonds" and the "Series B Bonds, " respectively, and collectively, the "Bonds") , in an aggregate principal amount not to exceed $21, 000, 000, and with a final maturity date not later than February 1, 2031, are hereby authorized to be issued. The Bonds shall be in the forms set forth in and otherwise in accordance with the Indenture, and shall be executed by the manual or facsimile signature of the Chair of this Board, and the manual or facsimile seal of the County shall be impressed or reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk of this Board. 2. The proposed form of Trust Indenture (the "Indenture") between the County and the Trustee, as defined below, in substantially the form presented to this meeting, is hereby approved. Any Authorized Issuer Representative (as defined in the Indenture) is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual signature, and such officer is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver, the Indenture in substantially said form, with such additions thereto or changes therein as such officer may approve or recommend upon consultation with County Counsel and Bond Counsel to the County (provided that such additions or changes shall not authorize an aggregate principal amount of Bonds in excess of the amount stated above, or having a maturity later than the date stated above, or result in a stated interest rate on the Series A Bonds in excess of 7% per annum or on the Series A-T Bonds in excess of 10% per annum or on the Series B Bonds in excess of 10% per annum) , the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the 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. The execution of the Indenture shall constitute appointment by the Authorized Issuer Representative of the SF2-17422.1 2 Trustee named therein (the "Trustee") to act as such Trustee, and such appointment is hereby approved. 3 . The proposed form of bond purchase agreement relating to the Series A and Series A-T Bonds and the proposed form of Placement Agreement relating to the Series B Bonds (the "Purchase Contracts") , each among the County, the Owner and Newman, in substantially the respective forms presented to this meeting, is hereby approved. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, . to accept the offer of Newman to purchase the Series A and Series A-T Bonds and to place the Series B Bonds contained in the respective Purchase Contracts (when such offers are made and if such offers are consistent with Section 2 hereof) and to execute and deliver said Purchase Contracts; provided, however, that Newman's fee with respect to such purchase or placement of Bonds shall not exceed 1. 125% of the aggregate principal amount of the Bonds. 4. The proposed form of Financing Agreement (the "Financing Agreement") among the County, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual signature, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver the Financing Agreement, with such additions or changes in said document as such officers may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be evidenced conclu- sively by the execution and delivery of the Financing Agreement. 5. The proposed form of First Amendment to Regulatory Agreement (the "Regulatory Agreement Amendment") among the County, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual signature, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver, the Regulatory Agreement Amendment with such additions or changes in said document as such officers may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Regulatory Agreement Amendment. 6. The proposed forms of preliminary official statement relating to the Series A and Series A-T Bonds and preliminary confidential institutional placement memorandum relating to the Series B Bonds (the "Preliminary Offering Statements") , each in substantially the respective form presented to this meeting, to be used in connection with the offer and sale M-17422.1 3 of the Bonds, are hereby approved, and the Board hereby ratifies and approves distribution of the Preliminary Offering Statements to prospective purchasers of the Bonds. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute and deliver, at the time of sale of the Bonds, said forms of Preliminary Offering Statements as the final Offering Statement and Confidential Institutional Placement Memorandum, respectively (the "Offering Statements") , with such additions thereto or changes therein as such officer may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Offering Statements. Such changes may include, without limitation, such changes as to the principal amount, maturity schedule, interest rates and redemption features of the Bonds as effectuate the purposes of this resolution, subject to the limitations prescribed in Section 2 hereof. Any Authorized Issuer Representative is hereby authorized to certify that the Preliminary Offering Statements and the final Offering Statements are, as of their respective dates, "deemed final" by the County as defined in Rule 15c2-12 of the Securities and Exchange Commission. 7. Notwithstanding anything contained elsewhere in this Resolution, if in the judgment of the Authorized Issuer Representative who executes the Bond Purchase Agreement for the Series A and Series A-T Bonds, it would be advantageous to the Owner not to issue the Series B Bonds, such Series B Bonds shall not be issued, the related Placement Agreement shall not be executed and delivered, and references to such Bonds shall be deleted from the documents authorized hereby which are executed and delivered. 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 Newman in accordance with written instructions executed on behalf of this Board and the County by any Authorized Issuer Representative, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Board and the County, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to Newman in accordance with the Purchase Contract, upon payment of the purchase price thereof. 9. Orrick, Herrington & Sutcliffe is hereby appointed Bond Counsel in regards to the issuance of the Bonds, and Litten Financial Consulting is hereby appointed Financial Advisor to the County in regards to the issuance of the Bonds. SF2-17422.1 4 10. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, including without limitation any of the foregoing which may be necessary or desirable in connection with any default under or amendment of such documents, any transfer or other disposition of the Project, any substitution of credit enhancement for the Bonds or any redemption of the Bonds, may be given or taken by any Authorized Issuer Representative without further authorization by this Board, and any Authorized Issuer Representative is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this resolution and the Program. 11. All actions heretofore taken by the officers and agents of the County 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 County are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including but not limited to an escrow or similar agreement or instrument and those documents described in the Indenture, the Purchase Contracts and the other documents herein approved, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and to effectuate the purposes thereof and of the documents herein approved in accordance with this resolution and resolutions heretofore adopted by this Board and otherwise in order to carry out the Program. 12. This Resolution shall take effect immediately upon its passage and adoption. PASSED BY THE BOARD by the following vote of the Board of Supervisors of the County of Contra Costa this 27th day of July, 1993. AYES: Supervisors Powers, Smith, Bishop, McPeak, Torlakson NOES: None ABSENT: None ABSTAIN: None I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Boar,'of Supervi rs on t e date shown. q ATTESTED. PHIL B HELOR lerk oft a Boara of SuperRsors and County Administrator by ,Deputy SF2-17422.1 5