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HomeMy WebLinkAboutRESOLUTIONS - 01011999 - 1999-502 13052-24 JHSM:Idw 9/13/99 9/22/99 COUNTY OF CONTRA COSTA RESOLUTION NO. 23j—s22 A RESOLUTION AUTHORIZING AMENDMENT OF THE INDENTURE, THE FINANCING AGREEMENT AND THE REGULATORY AGREEMENT RELATING TO THE COUNTY OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY MORTGAGE REVENUE REFUNDING BONDS (RIVERSHORE APARTMENTS) 1992 SERIES B, AND THE TAKING OF CERTAIN OTHER ACTIONS RELATED THERETO WHEREAS, the County of Contra Costa (the "County") has previously issued its $10,900,000 Variable Rate Demand Multifamily Mortgage Revenue Refunding Bonds (Rivershore Apartments) 1992 Series B (the "Bonds") pursuant to an Amended and Restated Trust Indenture dated as of June 1, 1995 (the "Indenture"), between the County and First Trust of California, National Association (now known as U.S. Bank Trust National Association), as trustee(the"Trustee");and WHEREAS, the County and Bay Apartment Communities, Inc., a California corporation (now known as AvalonBay Communities, Inc.) (the "Prior Borrower"), as successor to Rivershore Apartments, Inc., entered into an Amended and Restated Financing Agreement dated as of June 1, 1995 (the "Financing Agreement"), providing for the loan of the proceeds of the Bonds to the Prior Developer;and WHEREAS, in order to facilitate the sale of the Project (as defined in the Indenture) by the Prior Borrower to Prime/Rivershore LLC (the "New Borrower"), the Prior Borrower and the New Borrower have has requested that the County and the Trustee amend the Indenture and the Financing Agreement;and WHEREAS, the County desires to accommodate such request of the Prior Borrower and the New Borrower;and; WHEREAS, in consideration of the County accommodating such request, the New Borrower has agreed to certain amendments to the Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants dated as of June 1, 1995 (the "Regulatory Agreement") among the County, the Trustee and the Prior Borrower (the obligations under which are being assumed by the New Borrower); NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa,as follows: 1. The First Supplemental Trust Indenture in the form before this pneeting is hereby approved, and any Authorized Officer (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 and deliver to the Trustee, for and in the name and on behalf of the County, the First Supplemental Trust Indenture in substantially such form, with such additions, changes and corrections as such Authorized Officer may approve upon consultation with County Counsel and Bond Counsel to the County, such approval to be conclusively evidenced by the execution by such Authorized Officer of the First Supplemental Trust Indenture with such additions,changes or corrections. 2. The First Amendment to Financing Agreement in the form before this meeting is hereby approved, and any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute and deliver to the Trustee, for and in the name and on behalf of the County, the First Amendment to Financing Agreement in substantially such form, with such additions, changes and corrections as such Authorized Officer may approve upon consultation with County Counsel and Bond Counsel to the County, such approval to be conclusively evidenced by the execution by such Authorized Officer of the First Amendment to Financing Agreement with such additions,changes or corrections. 3. The First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants in the form before this meeting is hereby approved, and any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute and deliver to the Trustee, for and in the name and on behalf of the County, the First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants in substantially such form, with such additions, changes and corrections as such Authorized Officer may approve upon consultation with County Counsel and Bond Counsel to the County, such approval to be conclusively evidenced by the execution by such Authorized Officer the First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants with such additions,changes or corrections. 4. 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 any Authorized Officer without further authorization by this Board, and any Authorized Officer 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 further the purposes of this resolution, the Indenture, the Financing Agreement and the Regulatory Agreement. 5. All actions heretofore taken by the officers and agents of the County with respect to 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 certificates, agreements and other documents, including but not limited to a loan assignment and assumption agreement or similar agreement or instrument, which they, or any of them, may deem necessary or advisable in order to consummate the amendment of the Indenture, the Financing Agreement and the Regulatory Agreement and the transactions contemplated thereby in accordance with this resolution. 6. The execution and delivery of the documents approved herein shall constitute approval of the sale by the Prior Borrower of the Project to the New Borrower. 7. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict,hereby repealed. 2 t 8. Ths% RAK)Iution shall take effect immediately upon its passage and adoption. ADO"ED thi�-.28th day of September, 1999,by the following vote: . AYES: Supervisors Gioia, Uilkema, Gerber, DeSaulnier and Canciamilla NOES: N o n e ABSTAINING: N o n e ABSENT: None C of the Board of Supervisors ATTEST: Canciamilla Phil Batchelor, County Administrator and Clerk of the Board upe ors By: _LL I eputY 3