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HomeMy WebLinkAboutRESOLUTIONS - 01011999 - 1999-580 RESOLUTION N0.99/580 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (LAFAYETTE TOWN CENTER APARTMENTS) 1999 SERIES 1, APPROVING, AND AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the 'County") is authorized pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the 'Acf) to issue revenue bonds to provide funds to finance and refinance multifamily rental housing facilities;and WHEREAS, Bay Glen Limited Partnership, a California limited partnership (the'Developer) has requested that the County issue and sell revenue bonds to assist in the financing of the acquisition, construction and equipping of a 75 unit multifamily rental housing facility located in Lafayette and to be known as Lafayette Town Center Apartments(the"Project');and WHEREAS,on June 7, 1999,the County issued$10,400,000 principal amount of its County of Contra Costa Variable Rate Demand Multifamily Housing Revenue Bonds(Lafayette Town Center Apartments) 1999 Series A(the 'Series A Bonds')to provide interim financing for the Project;and WHEREAS, the County, at the request of the Developer, now desires to issue bonds (the `Bonds"), the proceeds of which will be used to refinance the Series A Bonds;and WHEREAS, on November 9, 1999, the Deputy Director-Redevelopment of the Community Development Department of the County (the'Deputy Director-Redevelopment')held a public hearing on the proposed issuance of the Bonds and the refinancing, ownership and operation of the Project, as required under the provisions of the Internal Revenue Code applicable to tax-exempt bonds, following published notice of such hearing, and has communicated to the Board of Supervisors all written and oral testimony received at the hearing; and WHEREAS,there have been prepared various documents with respect to the issuance of the Bonds,copies of which are on file with the Deputy Director-Redevelopment, and this Board of Supervisors now desires to approve the issuance of the Bonds and the execution and delivery of such documents by the County;and WHEREAS, all conditions,things and acts required to exist,to have happened and to have been performed precedent to and in connection with the issuance of the Bonds 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, The County hereby finds and declares that the above recitals are true and correct. 2. Pursuant to the Act and the Indenture (hereinafter defined), revenue bonds of the County designated as"County of Contra Costa Variable Rate Demand Multifamily Housing Revenue Bonds(Lafayette Town Center Apartments) 1999 Series I' in an aggregate principal amount of $10,400,00 (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% the 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. 3. The trust Indenture relating to the Bonds (the 'Indenture") by and between the County and BNY Western Trust Company, as trustee (the 'Trustee'), In the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Chair, the Vioe-Chair of the Board of Supervisors, the County Administrator, the Director of Community Development and the Deputy Director-Redevelopment(collectively, 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 said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Indenture upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 12 hereof, provided that no additions or changes shall authorize an aggregate principal amount of the Bonds in excess of the amount set forth in Section 2 above),the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Indenture by the County. The date, maturity dates, interest rate or rates, 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. The financing agreement relating to the Bonds(the"Financing Agreement")among the County, the Trustee and the Developer,in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Financing Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Financing Agreement upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 12 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Financing Agreement by the County. 5. The amended and restated regulatory agreement and declaration of restrictive oovenants relating to the Bonds, among the County, the Trustee and the Developer (the'Regulatory Agreement"), and the Assignment and Intercreditor Agreement relating to the Bonds, among the County,the Trustee,ARCS Commercial Mortgage Co., L.P.,and Fannie Mae, as acknowledged and agreed to by the Developer(the"Assignment"), in the respective forms on file with the Deputy Director-Redevelopment, are hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Regulatory Agreement and the Assignment in said forms, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Regulatory Agreement and the Assignment upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 12 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement and the Assignment by the County. 6. The bond purchase.agreement for the Bonds (the 'Purchase Contract') among the County, Newman and Associates, Inc. (the "Underwriter") and the Developer in the form on file with the Deputy Director- 2 Redevelopment,is hereby approved. Any one of the Designated Officers is hereby authorized and directed,for and in the name and on behalf of the County, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract(when such offer is made and If such offer is consistent with Section 2 of this Resolution) and to execute and deliver the Purchase Contract in said form,together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase Contract upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 12 hereof (provided that no such change shall increase the aggregate principal amount of the Bonds over the amount specified in Section 2 above,the initial interest rate on the Bonds shall not be in excess of 5.0%, and the Underwriter's fee and/or discount shall not be in excess of 2.5%of the principal amount of the Bonds sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the County. 7. The official statement relating to the Bonds (the 'Official Statement') in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed,for and in the name and on behalf of the County,to execute the Official Statement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Official Statement upon consultation with the Deputy Director-Redevelopment 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 by the County. The Underwriter is hereby authorized to distribute copies of the executed 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 Underwriter of a preliminary Official Statement relating to the Bonds is hereby approved and authorized, and any one of the Designated Officers is hereby authorized on behalf of the County, upon consultation with Bond Counsel to the County,to"deem final'the preliminary Official Statement within the meaning of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain final pricing,rating and related information as permitted by such rule). 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 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 the County by any one of the Designated Officers of the County, which instructions said officers are hereby authorized and directed, for and in the name and behalf of 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 therefor. 9. The firm of Newman &Associates, Inc. is hereby designated as Underwriter for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from a discount upon the purchase of the Bonds,the proceeds of the Bonds or contributions by the Developer. 10. The law firm of Quint&Thimmig LLP is hereby designated as Bond Counsel to the County for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Developer. 11. The firm of Litten Financial Consulting is hereby designated as financial advisor to the County for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be paid solely from the proceeds of the Bonds or contributions by the Developer. 3 12. All actions heretofore taken by the officers and agents of the County with respect to 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 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 the refunding of the Series A Bonds as contemplated by the Indenture, including but not limited to an endorsement to the Mortgage Note referenced in the Indenture and any other certificates, agreements and other documents described in the Indenture, the Financing Agreement, the Regulatory Agreement, the Purchase Contract and the other documents herein approved or otherwise reasonably necessary to issue the Bonds and redeem the Series A Bonds. 4 13. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 16th day of November, 1999 by the following vote: AYES: Supervisors Gioia, Uilkema, DeSaulnier and Canciamilla NOES: None ABSTAINING: None ABSENT: Supervisor Gerber Chair ATTEST: November 16, 1999 Phil Batchelor County Administrator and Clerk of the Board of Supervisors By: Deputy Clerk 03007.07:J4708 4119/99