HomeMy WebLinkAboutRESOLUTIONS - 01011999 - 99-212 RESOLUTION NO. 99/212
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
CONTRA COSTA AUTHORIZING THE ISSUANCE OF COUNTY OF CONTRA COSTA
RESIDENTIAL RENTAL FACILITY REVENUE BONDS (DIAMOND TERRACE PROJECT)
1999 SERIES E AND TAXABLE 1999 SERIES E-T,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
"Act") to issue revenue bonds to provide funds to finance multifamily rental housing facilities;
and
WHEREAS, Diamond Terrace Investors, A California Limited Partnership (the
"Borrower") has requested that the County issue and sell revenue bonds to assist in the
financing of the acquisition, construction and equipping of a 86 unit senior rental housing
facility located in Clayton to be known as Diamond Terrace (the "Project");and
WHEREAS, the County now desires to issue two series of bonds (collectively, the
"Bonds"), to provide financing for the Project; and
WHEREAS, the Deputy Director-Redevelopment of the Community Development
Department of the County (the "Deputy Director—Redevelopment") has held a public hearing
on the proposed issuance of the Bonds,as required under the provisions of the Internal Revenue
Code applicable to tax-exempt bonds,following published notice of such 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 Residential Rental Facility Revenue Bonds
(Diamond Terrace Project) 1999 Series E" in an aggregate principal amount of not to exceed
$10,892,000 and designated as "County of Contra Costa Taxable Residential Rental Facility
Revenue Bonds (Diamond Terrace Project) 1999 Series E-T," in an aggregate principal amount
of not to exceed $4,000,000(collectively,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 , as trustee (the "Trustee"), in the form on file with the Deputy
Director-Redevelopment, is hereby approved. Any one of the Chair, the Vice-Chair of the
Board of Supervisors,the County Administrator, the Director of Community Development and
the Deputy Director-Redevelopment of the Community Development Department of the
County (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 of the Community Development
Department of the County and Bond Counsel to the County (including such additions or
changes as are necessary or advisable in accordance with Section 11 hereof, provided that no
additions or changes shall authorize an aggregate principal amount of either series of the Bonds
in excess of the respective amounts 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 loan agreement relating to the Bonds (the 'Loan Agreement") between the
County and the Borrower, 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 Loan Agreement in said form, together with such additions thereto or
changes therein as are recommended or approved by the Designated Officer executing the Loan
Agreement upon consultation with the Deputy Director-Redevelopment of the Community
Development Department of the County and Bond Counsel to the County (including such
additions or changes as are necessary or advisable in accordance with Section 11 hereof), the
approval of such changes to be conclusively evidenced by the execution and delivery of the
Loan Agreement by the County.
5. The regulatory agreement and declaration of restrictive covenants relating to the
Bonds,among the County, the Trustee and the Borrower(the "Regulatory Agreement") 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 and deliver the Regulatory Agreement in said form, together with such
additions thereto or changes therein as are recommended or approved by the Designated
Officer executing the Agreements upon consultation with the Deputy Director-Redevelopment
of the Community Development Department of the County and Bond Counsel to the County
(including such additions or changes as are necessary or advisable in accordance with Section
11 hereof), the approval of such additions or changes to be conclusively evidenced by the
execution and delivery of the Regulatory Agreement by the County.
6. The bond purchase agreement for the Bonds (the "Purchase Contract") among
the County,The GMS Group, L.L.C. (the "Underwriter") and the Borrower in the form on file
with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated
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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 of the
Community Development Department of the County and Bond Counsel to the County including
such additions or changes as are necessary or advisable in accordance with Section 11 hereof
(provided that no such change shall increase the aggregate principal amount of either series of
the Bonds over the respective amounts specified in Section 2 above and the net interest cost of
the Series E Bonds shall not be in excess of 8.0% and the net interest cost of the Series E-T
Bonds shall not be in excess of 12.0% and the Underwriter's fee and/or discount shall not be in
excess of 3.0% 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 of Redevelopment of the
Community Development Department of the County.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 emission 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 Bends 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 officer is 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 The GMS Group, L.L.C. 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 the proceeds of the Bonds or contributions by the Borrower.
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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 Borrower.
11. 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,including but not
limited to any other certificates,agreements and other documents described in the Indenture,the
Loan Agreement, the Regulatory Agreement, the Purchase Contract and the other documents
herein approved.
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12. This Resolution shall take effect isnrnediately upon its adoption.
PASSED AND ADOPTED this 27th day of April . 1999 by the following vote:
AYES: Supervisors Gioia, Uilkema, Gerber, DeSaulnier and Canciamilla
NOES: None
ABSTA NWG: None
ABSENT: None
Chair
ATTEST:
Phil Batchelor
County Administrator and Clerk
of the Board of Supervisors
By: 10 ,"1 � �)
Deputy Clerk
03007.MJ42"
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