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HomeMy WebLinkAboutMINUTES - 10221985 - 1.65 RESOLUTION NO. 26 611 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF ' CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS (FIRST NATIONWIDE SAVINGS PROGRAM) 1985 ISSUE H, FOR RIVERSHORE APARTMENTS AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LETTER OF CREDIT AGREEMENT, ORIGINATION AND SERVICING 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 7 of Part 5 of Division 31 of the Health and Safety Code of the 'State of California (the "Act" ) authorizes counties 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 Supervisors (the "Board of Supervisors" ) of the County of Contra Costa (the "County" ) hereby finds and declares that it is necessary, essential and a public purpose for the County 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 0 authorized by the Act; WHEREAS, this Board of Supervisors hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act and further declares that this resolution affirms its Resolutions No. 85/250 adopted on May 21, 1985, No. 85/486 adopted on August 20, 1985 and No. 85/507 adopted on August 27, 1985, and reflects changes in the structure of the transaction since such dates; WHEREAS, 700 Market Associates XXXVI (the "Owner" ) , a California general partnership composed of FNS Mortgage Service Corporation, a California partnership and wholly-owned subsidiary of First Nationwide Savings, A Federal Savings and Loan Association, and Riley Bower . Apartments VII, a California partnership, has requested that the County 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 near Port Chicago Highway and Willow Pass Road in the West Pittsburg area; WHEREAS, a notice of a public hearing with respect to the proposed issuance of the Bonds has been published; WHEREAS, on August 27, 1985 said public hearing was held before this Board of Supervisors, and an opportunity was provided for interested parties to present arguments for and against the 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 2 ' 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, since rent subsidies or other financial aid from the federal or state government are not available for the Project, the Board of Supervisors hereby finds that it is not feasible to reserve at least one-half of the Lower-Income Units for occupancy on a priority basis by individuals or families whose adjusted gross income does not exceed 50 percent of the median adjusted gross income for the area, as median adjusted gross income may from time to time be determined pursuant to Section 8 of the United States Housing Act of 1937. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the .County of Contra Costa, as follows: 1. This Board of Supervisors 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 County, designated as "County of Contra Costa Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1985 Issue H" in an aggregate principal amount not to exceed $17, 000, 000 (the "Bonds" ) , are hereby authorized to be 3 issued. The Bonds shall be executed by the manual or facsimile signature of the Chairwoman of the Board of Supervisors (the "Chairwoman" ) , the seal or facsimile of. the seal of the County shall be reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors (the "County Administrator" ) , in the form set forth in and - otherwise in accordance with the Indenture (hereinafter defined) . 3 . The proposed form of indenture (the "Indenture" ) between the County and a trustee (the "Trustee" ) to be selected by the Designated Officers identified below, in substantially the form presented to this meeting, is hereby approved. The Chairwoman, the Vice-Chair of the Board of Supervisors (the "Vice-Chair" ) , the County Administrator, the Director of Community Development and the Senior Housing Planner (the "Designated Officers" ) are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such' officers upon consultation with the Director of Community Development and bond counsel to the County 4 (including such additions or changes as are necessary or advisable in accordance with Section 11, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $17, 000,000, 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 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, including the right of bondholders to tender their Bonds for repurchase, and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4. The proposed form of letter of credit agreement (the "LC Agreement" ) among the County, the Trustee, First Nationwide Savings, A Federal Savings and Loan Association (the "Credit Institution" ) , and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed for and in the name of and on behalf of the County to execute and deliver the LC Agreement in substantially said form, with such additions, thereto or changes therein as are recommended 5 or approved by such officers upon consultation with the Director of Community Development and bond counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, the approval of such changes to be conclusively evidenced by the execution and delivery of said LC Agreement. 5 . The proposed form of origination and servicing agreement (the "Origination Agreement" ) among the County, the Trustee, First Nationwide Savings, A Federal Savings and Loan Association (the "Lending Institution" ) , and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Origination Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with the Director of Community Development and bond counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Origination Agreement. The designation of the Lending Institution, the Credit Institution 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 6 equitable basis considering the public purposes of the Program and the requirements of the County and the Program. 6. The proposed form of regulatory agreement (the "Regulatory Agreement" ) among the County, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of .the County are, and each of them is, hereby authorized and directed for and in the name of and on behalf of the County, 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 officers upon consultation with the Director of Community Development and bond counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, .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 County and FISER Investment & Financial Services and Zions First National Bank (the "Underwriters" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made 7 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 such officers upon consultation with the Director of Community Development and bond counsel to the County, 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, and each of them is, hereby authorized and directed, for _and in the name and on behalf of the County, to execute the Official Statement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with the Director of Community Development and bond counsel to the County, 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 8 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 Underwriters in accordance with written instructions executed on behalf of the County by the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on belfalf of the County, 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. 10. It is the purpose and intent of this Board of Supervisors that this resolution constitute approval of the Bonds by the applicable elected representative in accordance with Section 103 (k) of the Internal Revenue Code of 1954, as amended (the "Code" ) . 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, including the Designated Officers, are hereby 9 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 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 County and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the LC Agreement, the Origination 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 or for the obligation under the Letter of Credit, but which shall not create any obligation or liability of the County other than with respect to the revenues and assets derived from the proceeds of the Bonds. 12 . The Community Development Department is hereby designated as Administrator of the Program. 13 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the County. 14. FISER Financial and Investment Services is hereby designated as senior managing underwriter and Zions 10 First National Bank as co-managing underwriter to the County on this issue. '15 . This resolution shall take effect in-mediately upon its adoption. PASSED AND ADOPTED this 22nd day of October, 1985, by the following vote: AYES: Supervisors Powers , Schroder, Torla.kson., Fand'en. _ NOES: None . ABSTAINING: Supervisor McPeak, (Because of a possible conflict of interest ABSENT: None . Chairwoman ATTEST: Phil Batchlor County Administrator and Clerk of the Board of Supervisors By Deputy Clerk 11 RESOLUTION NO. 85/613 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS (FIRST NATIONWIDE SAVINGS PROGRAM) 1985 ISSUE E, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LETTER OF CREDIT AGREEMENT, ORIGINATION AND SERVICING AGREEMENT, REGULATORY AGREEMENT, OFFICIAL STATEMENT AND PURCHASE CONTRACT AND, APPOINTING AN ADMINISTRATOR AND INVESTMENT FIRM, AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act" ) authorizes counties 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 Supervisors (the "Board of Supervisors" ) of the County of Contra Costa (the "County" ) hereby finds and declares that it is necessary, essential and a public purpose for the County 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, this Board of Supervisors hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act and further declares that this resolution affirms its Resolutions No. 84/774 adopted December 18, 1984, No. 85/212 adopted May 21, 1985 and No. 85/314 adopted June 18, 1985 and reflects changes in the structure of the transaction since such dates; WHEREAS, the City of Antioch (the "City" ) has requested that the County issue and sell bonds to finance a multifamily rental housing development in its community and has approved a cooperative agreement with the County for said purpose; WHEREAS, 700 Market Associates XXIX (the "Owner" ) , a California general partnership composed of FNS Mortgage Service Corporation, a California corporation and wholly-owned subsidiary of First Nationwide Savings, A Federal Savings and Loan Association, and Dyna Group II , a California partnership, has requested that the County 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 near Wilbur Avenue and Cavello Road in the City of Antioch; 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 this Board of Supervisors, and an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds; 2 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 as required by the laws of the State of California, including the Act; and WHEREAS, since rent- subsidies or other financial aid from the federal or state government are not available for the Project, the Board of Supervisors hereby finds that it is not feasible to reserve at least one-half of the Lower-Income Units for occupancy on a priority basis by individuals or families whose adjusted gross income does not exceed 50 percent of the median adjusted gross income for the area, as median adjusted gross income may from time to time be determined pursuant to Section 8 of the United States Housing Act of 1937. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: 1 . This Board of Supervisors 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 County, designated as "County of Contra Costa Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1985 3 Issue E" in an aggregate principal amount not to exceed $15, 000, 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 Supervisors (the "Chairwoman" ) , the seal or facsimile of the seal of the County shall be reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors (the "County Administrator" ) , in the form set forth in and otherwise in accordance with the Indenture (hereinafter defined) . 3 . The proposed form of indenture (the "Indenture" ) between the County and The Bank of California, National Association (the "Trustee" ) , in substantially the form presented to this meeting, is hereby approved. The Chairwoman, the Vice-Chair of the Board of Supervisors (the "Vice-Chair" ) , the County Administrator, the Director of Community Development and the Senior Housing Planner (the "Designated Officers" ) are, and each of them is, hereby authorized and directed, for ' and in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with the Director of 4 Community Development and bond counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $15, 000, 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 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, including the right of bondholders to tender their Bonds for repurchase, and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4. The proposed form of letter of credit agreement (the "LC Agreement" ) among the County, the Trustee, First Nationwide Savings, A Federal Savings and Loan Association (the "Credit Institution" ) , and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed for and in the name of and on behalf of the County to execute and deliver the LC Agreement in substantially said form, with such additions thereto or changes therein as are recommended 5 or approved by such officers upon consultation with the Director of Community Development and bond counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, the approval of such changes to be conclusively evidenced by the execution and delivery of said LC Agreement. S . The proposed form of origination and servicing agreement (the "Origination Agreement" ) among the County, the Trustee, First Nationwide Savings, A Federal Savings and Loan Association (the "Lending Institution" ) , and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Origination Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with the Director of Community Development and bond counsel to the J County including such additions or changes as are necessary or advisable in accordance with Section 11, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Origination Agreement. The designation of the Lending Institution, the Credit Institution 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 6 equitable basis considering the public purposes of the Program and the requirements of the County and the Program. 6. The proposed form of regulatory agreement (the "Regulatory Agreement" ) among the County, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed for and in the name of and on behalf of the County, 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 officers upon consultation with the Director of Community Development and bond counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, 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 County and FISER Investment & Financial Services and Zions First National Bank (the "Underwriters" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the County are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, 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 7 execute and deliver said Purchase Contract in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with the Director of Community Development and bond counsel to the County, 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, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, to execute the Official Statement in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with the Director of Community Development and bond counsel to the County, 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 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 Underwriters in accordance with written instructions executed on behalf of the County by the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the County, 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. 10. It is the purpose and intent of this Board of Supervisors that this resolution constitute approval of the Bonds by the applicable elected representative in accordance with Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code" ) . 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, including the Designated Officers, 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 9 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 County and in order to carry out the Program, including but not limited to those certificates, agreements and other documents described in the Indenture, the LC Agreement, the Origination 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 or for the obligation under the Letter of Credit, but which shall not create any obligation or liability of the County other than with respect to the revenues and assets derived from the proceeds of the Bonds. 12 . The Community Development Department is hereby designated as Administrator of the Program. 13 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the County. 14. FISER Financial and Investment Services is hereby designated as senior underwriter and Zions First National Bank as co-managing underwriter to the County on this issue. 10 15. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 22nd day of October, 1985, by the following vote: AYES: Supervisors Powers , . Fanden" Schroder, Torlakson, NOES: None . ABSTAINING: ;Supervisor McPeak. (,Because of a possible conflict of interest).? ABSENT: None . Chairwoman ATTEST: Phil Batchlor County Administrator and Clerk of the Board of Supervisors B V Y Deputy Clerk RESOLUTION NO , 85/6.13 11 1 . multifamily mortgage revenue bunds auth 2 . CAVALLO ROAD ANTIOCH RES 85/613