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HomeMy WebLinkAboutMINUTES - 10221985 - 1.67 M HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 3473 RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS (FIRST NATIONWIDE SAVINGS PROGRAM) 196S ISSUE H FOR THE 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 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 (the "Authority" ) of the County of Contra Costa 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, this Board of Commissioners 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. 34-64 adopted on August 20, 1985 and No. 34-67 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 corporation 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 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 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 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; 2 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 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 a 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 does hereby find and declare that the above recitals are true and correct. 3 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 (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 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 (hereinafter defined) . 3 . The proposed form of indenture (the "Indenture" ) between the Authority 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, the Secretary, the Executive Director of the Authority (the "Director" ) , and the Director of New Development (the "Designated Officers" ) are, and each of them is, 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 4 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 such 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, 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 Authority, 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 Authority, are, and 5 each of them is, hereby authorized and directed for and in the name of and on behalf of the Authority to execute and deliver the LC 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 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 LC Agreement. 5 . The proposed form of origination and servicing agreement (the "Origination Agreement" ) among the Authority, 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 Authority are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Orin-;nation 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 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 6 delivery of said Origination Agreement. The designation of the Lending Institutions, 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 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; and each of them is, 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 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 Regulatory Agreement. 7 . The proposed form of bond purchase contract (the "Purchase Contract" ) between . the Authority and FISER Financial and Investment Services and Zions First National Bank (the "Underwriters" ) , in substantially the form 7 presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them is, 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 such officers 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. S. The proposed form of official st-atement 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 Authority, 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 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 8 authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bo-nds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwrite=s 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 Underwriters in accordance with written instructions executed on behalf of the Authority by the Designated Officers, which instructions such off_cers are, and each of them 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 prcvide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract upon payment of the purchase price therefor . 10_ All actions heretofore taken by the officers and agents of the Authority with respect to the establi-shment 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 Off=cers, 9 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 Letter of Credit 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 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. 12 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the Authority. 13 . FISER Financial and Investment Services is hereby designated as senior managing underwriter and Zions 10 4 First National Bank is hereby designated as co-managing underwriter to the County on this issue. 14. This resolution shall take effect inmediately upon its adoption. PASSED AND ADOPTED this 22nd day of October, 1985, by the following vote: AYES: Commissioners roxvers , Schroder , Torlaksoxi, F_anden NOES: none. ABSTAINING: Commissioner McPea-k. (Because of a possible conflict of interest) ABSENT: Nor.e . Chairwoman ATTEST: Ex utive Director 11 V 1 . HA RES 3473 2. MULTIFAMILY MORTGAGE REVENUE BONDS u O T� BOARD OF SUPERVISORS FROM: Anthony A. Dehaesus, Director of Community Development C,�..,,��',�}tra Perfecto Villarreal, Executive Director, Housing Authority CWIa DATE: October 9, 1985 (JO^ SUBJECT: Bond Sale Resolutions (First Nationwide Savings Program) lDi shore Apartments, West Pittsburg and1 W,#%:Apartments, Antioch SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDATION As the Board of Supervisors and as the Board of Commissioners of the Housing Authority of the County of Contra Costa, adopt resolutions authorizing the sale of multi-family mortgage revenue bonds (First Nationwide Savings Program) for the Rivershore Apart- ments, West Pittsburg, and actions related thereto, and authorizing the sale of multi- family mortgage revenue bonds (First Nationwide Savings Program) for the Cavallo Apartments, Antioch, and actions related thereto. Action by the Housing Authority Board of Commissioners as recommended by the Advisory Housing Commission. H. BACKGROUND On August 27, 1985, the Board of Supervisors and the Housing Authority Board of Commissioners authorized the sale of multi-family mortgage revenue bonds for the Rivershore Apartments, West Pittsburg (Reference Resolution #85/507 of the Board of Supervisors and 34-67 of the Housing Authority Board of Commissioners). On June 18, 1985 the Board of Supervisors authorized the sale of multi-family mortgage revenue bonds for the Cavallo Apartments, Antioch (Reference Resulution 85/314). Since that time, bond rates have moved up to such an extent that project feasibility is impaired. In order to offset this increase in rates, the underwriter has proposed a change to the structure of the bonds. The change involves the sale of bonds that have an optional "put" feature after five years, i.e., the buyer of the bonds may sell the bonds back to a remarketing agent. Due to the put feature, the bonds command a lower rate of interest due to their perceived shorter term. The bonds would continue to have a nominal term or life of twenty years. Because the bond structure is significantly different from that approved previously, Bond Counsel has advised that new Bond Sale Resolutions be adopted referencing documents with the revised bond structure. The bonds have a number of layers of security including: 1) repayment of the mortgage loan; 2) funds and investment earnings from bond proceeds held by the Trustee; and 3) monies drawn from a Letter of Credit issued by First Nationwide Savings. The bonds are rated A- based on the Letter of Credit. CONTINUED ON ATTACHMENT: _ YES SIGNATUR RECOMMENDATION OF COUNTY ADMINISTRATOR RE MM NDA IGN O BOARD COYAMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON 710=71 22 APPROVED AS RECOMMENDED Y OTHER VOTE OF SUPERVISORS 1 HEREBY CERTIFY THAT THIS IS A TRUE UNAN I MOUS (ABSENT AND CORRECT COPY OF AN ACTION TAKEN AYES:-j5'7 T7If- NOES. AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: © ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. CC: Community Development ATTESTED County Administrator PHIL BATCHELOR, CLERK OF THE BOARD OF County Counsel SUPERVISORS AND COUNTY ADMINISTRATOR Housing Authority X01- M382/7-83 1h BY ,DEPUTY BOARD ORDER Page 2 Bond Sale Resolution 10/9/85 The owner of the developments are as follows: 1) Rivershore Apartments 700 Market Associates XXXVI, a California general partnership composed of FNS Mortgage Service Corporation, a California corporation and wholly-owned subsidiary of First Nationwide Savings, a Federal Savings & Loan Association, and Riley Bower Inc., a California corporation. 2) Cavallo Apartments 700 Market Associates XXIX, 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 Associ- ation, and Dyna Group II, a California general partnership. The attached resolutions authorize a number of actions, a summary of which is provided on Attachment A. M. FINANCIAL IMPACT None. The bonds are secured entirely by revenues pledged under the Indenture. No obligation, moral or otherwise, exists as a result of this action. Costs incurred by the issuer are to be reimbursed upon sale of the bonds. On-going costs in monitoring regulatory agreement compliance are provided for in program revenues. IV. CONSEQUENCE OF NEGATIVE ACTION Failure to adopt the bond sale resolution could result in the loss of additional affordable rental housing in the County. ATTACHMENT A The attached resolution authorizes a number of actions, a summary of which follows: I. Authorizes the issuance of revenue bonds with an amount not to exceed; 2. Approves the form of an Indenture between the County and the Trustee: 3. Approves the form of a Letter of Credit Agreement between the County, the Trustee, First Nationwide Savings, and the Owner: 4. Approves the form of an Origination Agreement between the County, the Trustee, and the Lending Institution, First Nationwide Savings; 5. Approves the form of Regulatory Agreement among the County, the Trustee, and the Owner; 6. Approves the form of Bond Purchase Contract between the Underwriter, and the County; 7. Approves the form of the Official Statement; 8. Directs the Trustee to authenticate and deliver the bonds to the Underwriters upon written instructions from the County; 9. Authorizes the Chairwoman,Vice-Chair, County Administrator, ex officio, Clerk of the Board, and Director of Community Development to take such other actions as are necessary to consumate the issuance of bonds; 10. Designates the Community Development Department of the County of Contra Costa as Administrator. 11. Designates Orrick, Herrington and Sutcliffe as Bond Counsel; 12. Designates FISER Public Finance as underwriter. HOUSING AUTHORITY OF THE COUNTY OF CONTRA COSTA RESOLUTION NO. 3472 RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF HOUSING AUTHORITY OF THE 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 AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the Board of Supervisors of the County of Contra Costa preliminarily determined to assist Cavallo Apartments, A General Partnership, by providing moneys to finance the construction of a multifamily rental housing development to be located in the City of Antioch, to be occupied in part by persons of low or moderate income (the "Project" ) , all pursuant to its Resolutions No. 84/774 adopted on December 18, 1984, No. 85/212 adopted on May 21, 1985 and No. 85/314 adopted June 18, 1985; 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 (the "Authority" ) of the County of Contra Costa 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, this Board of Commissioners hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, the City of Antioch (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 said bonds; WHEREAS, 700 Market Associates XXIX (the "Owner" ) , a California general partnership composed of ENS 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 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 near Wilbur Avenue and Cavallo Road in the City of Antioch; 2 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 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 3 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 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 (First Nationwide Savings Program) 1985 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 Commissioners (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 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 Bank of California, National Association (the "Trustee" ) , in substantially the form presented to this meeting, is hereby 4 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, and each of them is, 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 such 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, 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. 5 4. The proposed form of letter of credit agreement (the "LC Agreement" ) among the Authority, 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 Authority are, and each of them is, hereby authorized and directed for and in the name of and on behalf of the Authority to execute and deliver the LC 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 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 LC Agreement. 5 . The proposed form of origination and servicing agreement (the "Origination Agreement" ) among the Authority, 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 Authority are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Origination Agreement in substantially said form, with such additions thereto or changes therein as are 6 recommended or approved by such 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 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 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, and each of them is, 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 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 Regulatory Agreement. 7 7. The proposed form of bond purchase contract (the "Purchase Contract" ) between the Authority and FISER Financial and Investment Services and Zions First National Bank (the "Underwriters" ) , in substantially the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them is, 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 such officers 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, and each of them is, 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 by such officers upon consultation with the Director and bond counsel 8 V 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. 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 Authority 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 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. 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 9 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 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 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. 12 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the Authority. 10 13 . 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. 14. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 22nd day of October, 1985, by the following vote: AYES: CoTnri s s i_on er s Po7�7er. s , Schroder , Torlak on, Fanden NOES: None . ` ABSTAINING: . Cormissioner McPeak. (Because of a possible conflict of interest) ABSENT: Nore . X airwoman ATTEST: By ecretary 11 1 . HA RES 3472 2 . MULTIFAMILY MORTGAGE REVENUE BONDS 4