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HomeMy WebLinkAboutRESOLUTIONS - 01011993 - 1993-223 COUNTY OF CONTRA COSTA REVOLUTION NO. 93/223 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILYMORTGAGE REVENUE REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,500,000 FOR THE PURPOSE OF MAKING :A LOAN TO PROVIDE REFINANCING FOR 'A MULTIFAMILY RENTAL HOUSING PROJECT KNOWN AS CEDAR POINTE APARTMENTS, 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 Cedar Pointe Apartments (the "Project") , and in order to do so issued $12,297,338 of its Multifamily Mortgage Revenue Bonds, Series 1983 A' (FHA Insured Mortgage Loan Cedar Pointe Apartments Project) (the "Prior Bonds"-) , and made a loan of the proceeds 'thereof to Lincoln Alcosta Limited Partnership (the "Owner") ; and WHEREAS, the Owner has requested that the Board of Supervisors of the County (the "Board") refund the Prior Bonds in, accordance with that certain indenture dated as of December 1, 1983 (the "Prior Indenture") by and between the County and First Interstate Bank of California (the "Trustee") ; and WHEREAS, the Board desires to assist the Owner and preserve the availability of units in the Project for low and moderate 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 refinancing; and WHEREAS, there has been prepared and presented to this Board for consideration at this meeting the documentation required for the issuance of refunding bonds for such refinancing; 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, Pacific Commonwealth Corporation (the "Underwriter") has expressed its intention to purchase the snz-16136.2 RESOLUTION No-93/223 refunding bonds authorized hereby, 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 Mortgage Revenue Refunding Bonds (FHA Insured Mortgage Loan -� Cedar Pointe Apartments Project) ," and "County of Contra Costa Taxable Mortgage Revenue Refunding Bonds (FHA Insured Mortgage Loan - Cedar Pointe Apartments Project) ," and each bearing an appropriate series designation (the "Bonds") , in an aggregate principal amount not to exceed $12,500,000, and with a final maturity date not later than September 1, 2025, 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, in substantially the form presented to this meeting, is hereby approved. The Chair of this Board or 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 or facsimile signature, attested by the County Administrator and Clerk of this Board or any deputy thereof under the seal of the County, 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 Indenture in substantially said form, with such additions thereto or changes therein as such officers 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 result in an .initial stated 'interest rate on the Bonds in excess of 8.75% 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. 3. The proposed form of bond purchase contract (the "Purchase Contract") between the County and the Underwriter, 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 SF2-16136.2 2 this Beard and the County, to accept the offer of the Underwriter to purchasethe, Bonds contained in the Purchase Contract ,(when such offer is made and if such offer is consistent with Section 2 ' hereof) and to execute and deliver said Purchase Contract; provided, however, that the Underwriter's discount on the Bonds shall not exceed 1.50 % 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. The Chair of this Board or 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 or facsimile signature, attested by' the ' County Administrator and Clerk of this Board or :.any `.deputy thereof under the seal of the County, 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 conclusively by the execution and delivery of the Financing Agreement. 5. The proposed form of Supplemental Regulatory Agreement (the "Regulatory Agreement") between the County' and' the Owner, in substantially the form; presented to this meeting, is hereby approved. The Chair of this Board or 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 or facsimile signature, attested by: the County Administrator and Clerk of this Board or any deputy thereof under the seal of the County, 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 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. 6. The proposed form of preliminary official statement relating to the Bonds (the "Preliminary Official Statement") in substantially the form presented to this meeting, to be used in connection with the offer and sale of the Bonds, is hereby approved, and the Board hereby ratifies and approves distribution of the Preliminary official Statement to prospective purchasers of the Bonds The Chair of this Board or 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 form of Preliminary Official Statement as the final official Statement (the "'Official Statement") , 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 Official Statement. 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, Provided, however, that no change may be made which results in an aggregate principal amount of Bonds or an interest rate thereon in excess of the limits prescribed in Sections 1 and 2 hereof. The Chair of this Board or any Authorized Issuer Representative is hereby authorized to certify that the PreliminaryOfficial Statement and the final Official Statement are, as of their respective dates, "deemed final" by the County as defined in Rule 15c2-12 of the Securities and Exchange Commiss'ion'. 7. 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 underwriter in accordance: with written instructions executed on behalf of this Board and the County by the Chair of this Board or any Authorized Issuer Representative, which instructions said officer is hereby authorized and directed, for and in the nameandon 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 the Underwriter in accordance with the ''Purchase:Contract, upon payment of the purchase price thereof: a. If the Chair of the Board is unavailable to execute the documents hereinabove mentioned, the Authorized Issuer Representative shall be entitled to sign in the place of the Chair of the Board, 9. This Board hereby appoints the County as administrator/manager of the Program (the' "Administrator") . 10. Orrick, Berrington & 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.` 11. 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 the Administrator without further authorization by this Board, and 3172-16136.2 the Administrator 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 furtherthe purposes of this resolution and the Program. 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 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 certifi- cates, agreements ertificates, ;agreements and other documents, including but not limited to an escrow agreement, those documents described in the Indenture, the Purchase 'Contract' 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. 13. This Resolution shall take effect immediately upon its passage;, and adoption. ADOPTED this 18th day of May, 1993, by the following vote: AYE'S: Supervisors Powers, Smith, Bishop, Weak, 7orlakson NOES: None ABSTAINING: None ABSENT: None Chair of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors f Deputy SF2-161363 5