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HomeMy WebLinkAboutRESOLUTIONS - 01231990 - 90/40 (2)RESOLUTION NO. 90/40 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 (DELTA SQUARE PROJECT) 1990 SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT, REGULATORY AGREEMENT AMENDMENT, OFFICIAL STATEMENT, PURCHASE AGREEMENT AND ESCROW AGREEMENT AND APPOINTING INVESTMENT FIRMS AS UNDERWRITERS, AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Act") authorizes counties to issue refunding obligations to refund existing indebtedness, and the Act provides a complete, additional and alternative method for doing the things authorized thereby; WHEREAS, the County of Contra Costa (the "County" ) has heretofore determined to engage in a program (the Program" ) of financing the construction and development of multifamily rental housing, and pursuant to such Program has heretofore issued $13 , 500, 000 of its Multifamily Mortgage Revenue Bonds (Delta Square Project) 1985 Issue C (the "Prior Bonds") , and has made a loan of the proceeds thereof to Delta Square-Oxford Limited Partnership (the "Owner" ) , in order to finance a multifamily rental housing development in the County known as Delta Square (the "Project" ) ; and WHEREAS, as provided in the indenture of trust dated as of August 1, 1985, pursuant to which the Prior Bonds were issued, between the County and Security Pacific National Bank, 1447B RESOLUTION N0. 90/40 t R as Trustee (the "Prior Indenture") , the Prior Bonds are required to be called for redemption at the request of Bankers Trust Company (the "Bank" ) , as a result of defaults by the Owner under the Letter of Credit Agreement dated as of August 1, 1985 , between the Bank and the Owner; and WHEREAS, the Owner has requested the assistance of the County in providing funds for the redemption of the Prior Bonds; and WHEREAS, the Board of Supervisors of the County (the Board of Supervisors" ) hereby finds and declares that it is necessary, essential and a public purpose for the County to assist in providing funds for the redemption of the Prior Bonds through the issuance of obligations under the Act ; and WHEREAS, this Board of Supervisors hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; and WHEREAS, in order to secure the repayment of the loan of proceeds of the refunding obligations authorized hereby (the "Bonds, " as hereinafter defined) , the Owner will deliver a letter of credit or other form of security authorized pursuant to the terms of the Indenture (hereinafter defined) for the benefit of the holders of the Bonds, the initial letter credit to be issued by Bankers Trust Company the "Credit Bank" ) ; and WHEREAS, all conditions , things and acts required to exist , to have happened and to have been performed precedent 2 1447B 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; 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 refunding bonds of the County, designated as "County of Contra Costa Multifamily Mortgage Revenue Refunding Bonds (Delta Square Project) 1990 Series A" in an aggregate principal amount not to exceed $13 , 500, 000 the "Bonds" ) , are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors (the "Chair" ) , and 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 (as hereinafter defined) . 3 . The proposed form of indenture (the Indenture" ) between the County and Security Pacific National Bank (the "Trustee" ) , in substantially the form presented to 3 1447B this meeting, is hereby approved. Any one of the Chair, the Vice-Chair of the Board of Supervisors (the "Vice-Chair" ) , the County Administrator, the Director of Community Development and the Deputy Director-Redevelopment of the Community Development Department (the "Designated Officers" ) 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 the Designated Officer executing the Indenture 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, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of 13 , 500, 000 or result in an initial stated interest rate on the Bonds in excess of 8% 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 1447B 4 . The proposed form of loan agreement (the "Loan Agreement") between the County and the Owner, in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Loan Agreement, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Loan Agreement , in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Loan Agreement 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, delivery and attestation of said Loan Agreement . 5 . The proposed form of amendment no. 1 to the regulatory agreement, among the County, the Trustee, the Prior Trustee and the Owner ( "Amendment No. 1" ) , in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Amendment No . 1 in substantially said form, with such additions thereto or changes therein as are recommended or approved by the 5 1447B Designated Officer executing Amendment No. 1 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 12 , the approval of such changes to be conclusively evidenced by the execution and delivery of said Amendment No . 1 . 6 . The proposed form of escrow agreement (the Escrow Agreement") between the County and the Prior Trustee, in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Escrow Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Escrow Agreement 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 12 , the approval of such changes to be conclusively evidenced by the execution and delivery of said Escrow Agreement . 7 . The proposed form of intercreditor agreement the "Intercreditor Agreement") between the County, the Trustee, and the Credit Bank, in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and 6 1447B directed for and in the name of and on behalf of the County, to execute and deliver the Intercreditor Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Intercreditor Agreement 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 12, the approval of such changes to be conclusively evidenced by the execution and delivery of said Intercreditor Agreement . 8 . The proposed form of pledge and security agreement for trust account collateral (the "Pledge and Security Agreement (Trust Account Collateral) " ) between the County, the Trustee, and the Credit Bank, in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Pledge and Security Agreement (Trust Account Collateral) in substantially said form, wich such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Pledge and Security Agreement (Trust Account Collateral) 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 7 1447B Section 12, the approval of such changes to be conclusively evidenced by the execution and delivery of said Pledge and Security Agreement (Trust Account Collateral) . 9 . The proposed form of bond purchase agreement the "Purchase Agreement" ) among the County, the Owner and BT Securities Corporation and I .C. Rideau (the "Underwriters" ) , in substantially the form presented to this meeting , and the sale of the Bonds pursuant thereto, are hereby approved. Any one of the Designated Officers of the County 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 Agreement (when such offer is made and if such offer is consistent with Section 3) and to execute and deliver said Purchase Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase Agreement 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 . 10 . The proposed form of official statement relating to the Bonds (the "Official Statement") , in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of 8 1447B the County, to execute the Official Statement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Official Statement 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. 11 . 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 any one of the Designated Officers , which instructions said Designated Officer 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 9 1447B with the Purchase Agreement, upon payment of the purchase price therefor . 12 . 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 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 and to redeem the Prior Bonds and defease the Prior Indenture, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement , the Purchase Agreement, the Escrow Agreement and the other documents herein approved and any certificates , agreements or documents as may be necessary to further the purpose hereof or evidence credit support or additional security for the Bonds , 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 . 10 1447B 13 . The County Community Development Department is hereby designated as administrator of the Program. 14 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the County. 15 . This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 23rd day of January 1990 , by the following vote: AYES: SuperviForF PowerF , Schroder , McPeak. Torlakson. Fanden NOES: None ABSTAINING: None ABSENT: Nene Chair, Boiyd of Supervisors of of Contra Costa County ATTEST: Phil Batchelor County Administrator and Clerk of the Board of Supervisors By Deputy Clerk 11 1447B