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HomeMy WebLinkAboutRESOLUTIONS - 09121995 - 95-389 RESOLUTION NO. 95/399 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE SALE OF THE COUNTY'S REMAINING HOME MORTGAGE UNDER THE 1983 HOME MORTGAGE REVENUE BOND PROGRAM, THE EXECUTION OF THE REMAINING ASSET PURCHASE AGREEMENT AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, pursuant to an indenture dated as of April 15, 1983 (the "Indenture") by and between the County of Contra Costa, California (the "County") and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as trustee (the "Trustee"), the County issued $37,100,000 aggregate original amount of its Home Mortgage Revenue Bonds, 1983 Issue A (the "Bonds") in order to implement a home mortgage financing program by financing the purchase of certain home mortgages on single-family dwellings made to low and moderate income persons living in the County (the "Home Mortgages"); WHEREAS, the Home Mortgages were sold to Ocean West Enterprises, Inc. (the "Purchaser") and lien of the Indenture on the Bonds was defeased pursuant to an Escrow Agreement dated as of May 1, 1995 by and between the County and Bank of America National Trust and Savings Association, as Trustee, by providing an escrow of certain investment securities sufficient to pay all interest on and principal of the Bonds until the respective redemption date or maturity dates, as applicable; WHEREAS, the Bonds were be defeased without the necessity of any appropriation of funds by the County, and the lien of the Bonds with respect to all of the Home Mortgages and other assets held under the Indenture ceased, terminated and were completely discharged and defeased; WHEREAS, the Trustee has identified an additional Home Mortgage (the "Remaining Home Mortgage") which was inadvertently omitted from the prior sale to the Purchaser and such Remaining Home Mortgage may be sold by the County free of the lien of the Indenture; WHEREAS, the County desires to sell to the Purchaser and the Purchaser desires to purchase from the County the Remaining Home Mortgage pursuant to the terms and conditions of a purchase agreement (the "Remaining Asset Purchase Agreement") by and between the County and the Purchaser; and WHEREAS, a copy of the Remaining Asset Purchase Agreement has been presented to the County for approval at this time, and it is desirable that such document now be approved by the County and the transaction contemplated thereby be consummated as soon as practicable. 95123\resolut.1 NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AS FOLLOWS: SECTION 1. The Remaining Asset Purchase Agreement in the form on file with the Clerk of the Board of Supervisors is hereby approved, and the County Administrator, the Director of Community Development, the Deputy Director - Redevelopment (collectively, the "Designated Officers"), or any of them, or their designee in writing, is hereby authorized and directed to execute and deliver the Remaining Asset Purchase Agreement, in substantially the form on file with the Clerk of the Board of Supervisors, on behalf of the County with such additions thereto and changes therein as shall be approved by such Designated Officer and Special Counsel (as defined below), the execution thereof to establish conclusive evidence of such approval. The execution of the Remaining Asset Purchase Agreement and the delivery of the Remaining Home Mortgage as contemplated therein shall not be consummated if the proceeds to be received by the County from the sale of the Remaining Home Mortgage, after payment of certain expenses approved by any Designated Officer or any designee of an Designated Officer, is less than $40,000. SECTION 2. The Designated Officers, or any of them, or their designees in writing, are hereby authorized to direct the Trustee to transfer the Remaining Home Mortgage to the custodian bank for the purpose of inspection and packaging by the Purchaser. SECTION 3. The County hereby authorizes the Designated Officers, or any of them, or their designees in writing, to direct the Trustee to transfer appropriate amounts from the proceeds of the sale of the Home Mortgage for the payment of certain expenses pursuant to the Remaining Asset Purchase Agreement. SECTION 4. The Designated Officers, or any of them, or their designees in writing, are hereby authorized and directed to execute any and all documents and papers and to perform and do any and all acts and things deemed necessary or convenient in order to effect the execution of the Remaining Asset Purchase Agreement, the sale and delivery of the Remaining Home Mortgage, and the performance of any other action which may be necessary or desirable in connection therewith, or to carry out the intent and purposes of this Resolution. SECTION 5. The County hereby approves the retention of the law firm of Lofton, De Lancie &Nelson, as Special Counsel to assist the County in connection with the transactions contemplated by this Resolution on the terms and conditions set forth in its letter regarding such appointment SECTION 6. PAR Marketing, Inc. is hereby appointed as Mortgage Advisor for the County in connection with the negotiation of the Remaining Asset Purchase Agreement as set forth in its letter to the County regarding such appointment. The Designated Officers, or any of them, or their designees in writing, are hereby authorized and directed, for and in the name of the County, to execute and deliver such agreement regarding such appointment. 95123\twolut.1 2 SECTION 7. Litten Financial Consulting is hereby appointed as financial Advisor (the "Financial Advisor") for the County in connection with the negotiation of the Remaining Asset Purchase Agreement as set forth in its letter to the County regarding such appointment. SECTION 8. All actions heretofore taken by the officers and agents of the County with respect the sale of the Remaining Home Mortgage are hereby approved, confirmed and ratified. SECTION 9. This Resolution shall take effect from and after its adoption. ADOPTED this 12thday of September , 1995, by the following vote: AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSENT: Supervisor Rogers Chair of the Board ATTEST: J De ut Clerk 95123\msolut.1 3