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HomeMy WebLinkAboutRESOLUTIONS - 01011999 - 1999-513 r RESOLUTION NO. 99/513 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,100,000 FOR THE REFINANCING OF A MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN AS RUNAWAY BAY APARTMENTS (FORMERLY KNOWN AS DELTA SQUARE APARTMENTS); DETERMINING AND PRESCRIBING CERTAIN MATTERS AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED THERETO; RATIFYING ANY ACTION HERETOFORE TAKEN AND APPROVING RELATED MATTERS IN CONNECTION WITH SAID BONDS. WHEREAS,the County of Contra Costa(the "County") has previously issued its Multifamily Mortgage Revenue Bonds (Delta Square Project) 1985 Issue and its Multifamily Mortgage Revenue Refunding Bonds (Delta Square Project), 1990 Series A (the "Prior Bonds") authorized pursuant to Section 52075 and following of the California Health and Safety Code (the"Act"); WHEREAS, the County desires to participate in the refinancing of the 280-unit multifamily rental housing development generally known as Runaway Bay Apartments (formerly known as Delta Square Apartments) (the "Project"), which will be owned and operated by Delta Square-Oxford Limited Partnership, a Maryland Limited Partnership, and entities related thereto (collectively, the "Borrower"), and in order to do so intends to sell and issue not to exceed eocssrI:387424.1 Resolution No. 99/513 $12,100,000 of its Bonds and loan the proceeds thereof to the Borrower, thereby reducing the cost of the Project and assisting in providing housing for low income persons; WHEREAS, the County proposes to issue its County of Contra Costa Variable Rate Multifamily Housing Refunding Revenue Bonds (Delta Square Apartments Project), Series 1999H (the "Bonds") pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Refunding Law"), and the Indenture, the proceeds of which will be utilized to refund the Prior Bonds; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the financing of the Project and the issuance of the Bonds by the County must be approved by the applicable representative of the County; WHEREAS,the Board of Supervisors of the County of Contra Costa(the"Board") is the elected legislative body of the County and is one of the applicable elected representatives required to approve the financing of the Project and the Bonds under Section 147(f)of the Code; WHEREAS, pursuant to Section 147(0 of the Code, the Deputy Director- Redevelopment has, following notice duly given, held a public hearing regarding the financing of the Project and the issuance of the Bonds, and the Board desires to approve the financing and the issuance of the Bonds;and WHEREAS, there have been prepared and presented at this meeting the following documents required for the issuance of the Bonds, and such documents are now in substantial form and appropriate instruments to be executed and delivered for the purposes intended: (1) Trust Indenture(the "Indenture")to be entered into between the County and First Union National Bank (the "Trustee"), providing for the authorization and issuance of the Bonds; DOCSSFt:387424.1 2 (2) Financing Agreement (the "Financing Agreement") to be entered into among the County,the Borrower and the Trustee; (3) Amended and Restated Regulatory Agreement (the "Regulatory Agreement"), to be entered into among the Borrower, the County and the Trustee; (4) Bond Purchase Agreement(the "Purchase Agreement")to be entered into among the County, the Borrower and Newman & Associates, Inc., as Underwriter(the"Underwriter");and (5) Official Statement (the "Official Statement") to be used by the Underwriter in connection with the sale of the Bonds. NOW,THEREFORE,BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa as follows: Section 1. This Board hereby specifically finds and declares that the statements, findings and determinations of the County set forth above are true and correct. Section 2. Pursuant to the Act and the Indenture and for purposes of Section 147(f) of the Code, the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa Variable Rate Multifamily Housing Refunding Revenue Bonds (Delta Square Apartments Project) Series 1999H," in an aggregate principal amount not to exceed $12,100,040. The Bonds shall be in the form set forth in and otherwise in accordance with the Indenture, and shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors, and attested by the manual or facsimile signature of the Clerk of the Board of Supervisors (the "Clerk"). The Bonds shall be issued and secured in accordance with the terms of the Indenture presented at this meeting. Payment of the principal of, redemption premium, if any, tyocssFI:387424.1 3 and interest on, the Bonds shall be made solely from the Trust Estate (as defined in the Indenture), and the Bonds shall not be deemed to constitute a debt or liability of the County. Section 3. The form of Indenture, on file with the Clerk, is hereby approved and the Chair of the Board of Supervisors, the 'Vice Chair of the Board of Supervisors, the County Administrative Officer,the Director of Community Development or the Deputy Director- Redevelopment (each an "Authorized Representative") is hereby authorized and directed to execute and deliver the Indenture in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date,maturity date or dates (which shall not extend beyond January 1, 2030), interest rate or rates (which shall not exceed 12% per annum), 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. Section 4. The form of Financing Agreement, on file with the Clerk, is hereby approved and an Authorized Representative is hereby authorized and directed to execute and deliver the Financing Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The form of the Regulatory Agreement, on file with the Clerk, is hereby approved and an Authorized Representative is hereby authorized and directed to execute and deliver the Regulatory Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. DOCSSF1:387424.1 4 Section 6. The form of the Official Statement, on file with the Clerk, is hereby approved and an Authorized Representative is hereby authorized and directed to execute and deliver the Official Statement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The County is hereby authorized to execute the Bonds by an Authorized Representative pursuant to the terms and conditions of the Purchase Agreement. The form of the Purchase Agreement, on file with the Clerk, is hereby approved and an Authorized Representative is hereby authorized and directed to execute and deliver the Purchase Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. 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 appearing thereon, and to deliver the Bonds, when duly executed and authenticated, in accordance with written instructions executed and delivered on behalf of the County by an Authorized Representative, which such Authorized Officer is hereby authorized and directed to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds in accordance with the Purchase Agreement, upon payment of the purchase price thereof. Section 9. The Board hereby appoints Orrick, Herrington& Sutcliffe LLP, San Francisco, California, as bond counsel. Section 10. All actions heretofore taken by the officers and agents of the County with respect to the financing of the Project and the sale and issuance of the Bonds are hereby DOCSSF7:387424.1 5 approved,ratified and confirmed,and any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and tape any and all actions and execute and deliver any and all certificates, agreements and other documents, including but not limited to those described in the Indenture,the Purchase Agreement and the other documents herein approved, which such officer, 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 the County and otherwise in order to carry out the financing of the Project. Section 11. All further consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, whether before or after the issuance of the Bonds, 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 addition or substitution of security for the Bonds or any redemption of the Bonds, may be given or taken by an Authorized Representative without further authorization by this Board of Supervisors, and such 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 and the financing of the Project. nacssri.387424.1 6 Section 12. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED THIS 5th day of October, 1999. AYES: Supervisors Gioia, Uilkema, Gerber, DeSaulnier, Canciamill NOES: None ABSENT: None ABSTAIN: None [Seal] `r the Beard of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors By: 0 1A J eputy Clerk DOCSSF1:387424.1 7