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HomeMy WebLinkAboutMINUTES - 05231995 - 1.66 Contra Costa TO: BOARD OF SUPERVISORS J County r C u^� FROM: Harvey E. Bragdon Director of Community Development DATE: May 23, 1995 SUBJECT: 1983 Home Mortgage Revenue Bonds SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution approving an asset purchase contract relative to the 1983 Home Mortgage Revenue Bonds. FISCAL IMPACT The County would receive cash payment upon competitive sale of the mortgage loans remaining in the 1983 Home Mortgage Revenue Bonds. The magnitude of the cash residual is estimated at $600,000 The proceeds of the cash residual must be used for affordable housing purposes. BACKGROUND/REASONS FOR RECOMMENDATIONS On April 15, 1983, the County of Contra Costa issued its 1983 Home Mortgage Revenue Bonds. The principal amount of bonds issued were $37.1 million. The Home Mortgage Revenue Bonds for the program are secured by the mortgages and private mortgage CONTINUED ON ATTACHMENT: XX YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR R OMMEN ATION OF BO COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON May 2 3 , 19 9 5 APPROVED AS RECOMMENDED x OTHER IT IS BY THE BOARD ORDERED that Resolution 95/231 is ADOPTED. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Source: Jim Kennedy 646-4076 cc: Community Development ATTESTED May 23 , 1995 County Administrator PHIL BATCHELOR, CLERK OF County Counsel THE BOARD OF SUPERVISORS via Community Development AND COUNTY ADMINISTRATOR Lofton,.DeLancie & Nelson Litten Financial Mudge Rose BY Pjtv , DEPUTY PAR Marketing, Inc. JK:Ih sral ftmrbonds.bos • tdJ .. V insurance issued by United Guaranty Insurance Company. The bonds are rated AA. The proposed action would result in a sale of the mortgages in the portfolio. The proceeds of the mortgage sale would be used to retire all remaining bonds, and pay costs associated with the sale. The residual cash accrues to the County for affordable housing. The actions provided for in the resolution are summarized in Appendix A. ATTACHMENT A ACTIONS TO BE TAKEN 1. Approve form and authorize execution of a residual asset purchase contract between the County of Contra Costa and a purchaser; 2.' Appoint Lofton, DeLancie and Nelson as Issuer's Counsel, and Mudge Rose Guthrie Alexander and Ferdon as Special Counsel, PAR Marketing, Inc. as Mortgage Advisor, and Litten Financial Consulting as Financial Advisor; 3. Authorize officers and designated parties to execute all documents and take such actions necessary to complete the transaction. rev 2 COUNTY OF CONTRA COSTA RESOLUTION NO. 95/231 RESOLUTION OF THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY AUTHORIZING THE REDEMPTION AND/OR DEFEASANCE OF THE COUNTY'S OUTSTANDING HOME MORTGAGE REVENUE BONDS, THE SALE OF THE HOME MORTGAGES TO EFFECT SUCH REDEMPTION AND/OR DEFEASANCE, APPROVING THE FORMS, EXECUTION AND DELIVERY OF THE FIRST SUPPLEMENTAL INDENTURE, THE ASSET PURCHASE AGREEMENT AND THE ESCROW AGREEMENT AND THE DELIVERY OF ALL NECESSARY RELATED DOCUMENTS IN CONNECTION WITH THE FOREGOING ACTIONS WHEREAS, pursuant to an Indenture, dated as of April 15, 1983 (the "Indenture") , by and between the County of Contra Costa (the "County") and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as trustee (the "Trustee") , the County has previously issued, sold and delivered its Home Mortgage Revenue Bonds, 1983 Issue A (the "Bonds") in the: original aggregate principal amount of $37, 100, 000 in order to provide funds for the acquisition of Mortgage Loans (the 'Mortgage. Loans") made to qualified persons and families through qualified lending institutions pursuant to Part 5 of Division 31 of the Health and Safety Code of the State of California; and WHEREAS, Section 4 .02 of the Indenture provides that the Bonds are subject to redemption prior to their respective stated maturities, in whole or in part, on any Interest Payment Date; and WHEREAS, Section 10. 01 of the Indenture provides that if the County pays or causes to be paid all sums payable under the Indenture, the Indenture and the pledge of Revenues and other assets thereunder shall cease, terminate, become void and be completely discharged and satisfied, and the Trustee shall pay over, transfer, assign or deliver to the County all moneys or securities or other property, including the Mortgage Loans, held by it pursuant to the Indenture which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption; and WHEREAS, the sale. of the Mortgage Loans and the redemption of the Bonds pursuant to the Indenture will result in the release of excess moneys to the County following the defeasance of the Indenture and provision for the redemption of the Bonds; and WHEREAS, the Bonds may be redeemed and/or defeased without the necessity of any appropriation of funds by the County; and WHEREAS, upon the deposit in trust of cash and/or certain LA01 \1288\22021.5 95564.1 I ` noncallable Investment Securities described in clause one (1) of the Indenture (the "Escrowed Securities") , the principal of and interest on which when due will provide sufficient funds to provide for the full payment of the Bonds to their respective redemption date or maturity date, as applicable, then the lien of the Bonds with respect to the Mortgage Loans and other assets held under the Indenture shall cease, terminate and be completely discharged and defeased, and the owners of the Bonds shall thereafter be entitled only to payment from such cash and/or Escrowed Securities; and NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa (the "Board") as follows: Section 1. The Asset Purchase Agreement, dated as of May 1, 1995 (the "Asset Purchase Agreement") , by and between the County and the purchaser in substantially the form on file with the Clerk of the Board and presented to this meeting, is hereby approved. The County Administrator, the Director of Community Development, the Deputy Director-Redevelopment (collectively the "Designated Officers") or any official of the County designated by any of the Designated Officers, is hereby authorized to review the. bids obtained by the Financial Advisor with respect to the sale' of the Mortgage Loans and to award the Mortgage Loans to the highest responsible bidder (the "Purchaser") . Any of the Designated Officers or any official of the County designated by any 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 Asset Purchase Agreement in substantially the form on file with the Clerk of the Board and presented to this meeting, with such additions thereto or changes therein as such Designated Officer, or any official of the County designated by such Designated Officer, may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Asset Purchase Agreement by such Designated Officer, or any official of the County designated by such Designated Officer. The execution of the Asset Purchase Agreement and delivery of the Home Mortgages as contemplated therein shall not be consummated if the proceeds to be received by the County from the sale of the Mortgage Loans, after the payment of certain expenses approved by any Designated Officer, or any official of the County designated by such Designated Officer, is less than $ 670,000 Section Z. The Supplemental Indenture, -dated as of May 1, 1995 (the "Supplemental Indenture") , by and between the County and Bank of America National Trust and Savings Association, as successor to Security Pacific National Bank, as Trustee (the "Trustee") , in substantially the form on file with the Clerk of the Board and presented to this meeting, is hereby approved. Any Designated Officer, or any official of the County designated . by such Designated Officer, is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Supplemental Indenture. in substantially the form on file with the U01 \1288\22021.5 2 95564.1 1 Clerk of the Board and presented to this meeting, with such additions thereto or changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery of the Supplemental Indenture by such officer, or any official of the County designated by such officer. Section 3 . The Designated Officers, or any official of the County designated by such Designated Officer, are hereby authorized and directed, for and in the name and on behalf of the County, to direct the Trustee to cause a notice of redemption of the outstanding Bonds to be given as required by the Indenture and to redeem the outstanding Bonds on or prior to maturity. Section 4. The Designated Officers, or any official of the County designated by ' such Designated Officer, are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the County, to execute and deliver any and all necessary and related documents and take all other necessary and related actions to effectuate the actions described herein. Section 5. Mudge Rose Guthrie Alexander & Ferdon is hereby appointed as Special Tax Counsel ("Special Tax Counsel") for the County in connection with the preparation and negotiation of the Asset Purchase Agreement and the redemption of the Bonds on the terms and conditions set forth in their letter to the County dated May 2, 1995. The Designated officers, or any official of the County designated by such Designated officer, are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the County, to execute and deliver such agreement regarding such appointment. Section 6. PAR Marketing, Inc. is hereby appointed as Mortgage Advisor for the County in connection with the negotiation of the Asset Purchase Agreement and the redemption of the- Bonds on the terms and conditions set forth in its letter to the County regarding . such appointment. The Designated officers, or any official of the County designated by such Designated officer, are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the County, to execute and deliver such agreement regarding such appointment. Section 7. Lofton, De Lancie & Nelson is hereby appointed as Special Counsel ("Special Counsel") for the County in connection with the negotiation of the Asset Purchase Agreement and the redemption of the Bonds on the terms and conditions set forth in its letter to the County regarding such appointment. Section 8. Litton Financial Consulting is hereby appointed as Financial Advisor ("Financial Advisor") for the County in connection with the negotiation of the Asset Purchase Agreement and the redemption of the Bonds on the terms and conditions set forth in its letter to the County regarding such appointment. 1A01 \12a8\22021.5 3 95564.1 <<� Section 9 . The execution of the Asset Purchase Agreement shall not be consummated unless the Designated Officers of the County, in good faith, determine that (i) the sale of the Mortgages may be consummated without any appropriation from the County and (ii) the County will receive an acgregate payment of cash (net of expenses) of approximately $ 670,000 Section lA. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED on this mrd day of May 1995, by the County of Contra Costa, State of California, by the following vote: AYES: Supervisors Rogers , Smith, DeSaulnier, Torlakson, Bishop NOES: None ABSENT: None 1 hereby cwft that thb a•true and correct Cour of an action taken and w to vd on the minutes of the Board ofSups on the date downy ATTESTED: PHIL BAT ,CI fk of the Board of SUPWVISM and Coungr AdmiNabUw 0 -o 8I► .Douty LA01 \1288\22021.5 4 955".1 DELTA COUNTIES HOME MORTGAGE FINANCE AUTHORITY SINGLE FAMILY MORTGAGE REVENUE BONDS (FANNIE MAE AND GINNIE MAE MORTGAGED-BACKED SECURITIES PROGRAM 1992 SERIES A I, Gayle Bishop, Vice Chair of the Delta Counties Home Mortgage Finance Authority (the "Authority") hereby certify that: 1. I am the duly elected Vice-Chair of the Authority, with full power and authority to execute this Certificate. , 2. In accordance with Section 2.3 of the By-Laws of the Authority, I hereby appoint the officer of the Authority identified below to act as my designee in my capacity as Vice-Chair of the Authority and, as my designee, to execute and deliver any and all documents necessary to consummate the issuance, sale and delivery of the above-captioned Bonds and to effect the Home Mortgage Finance Program financed with the proceeds thereof. Name Title Jim Kennedy Deputy Director-Redevelopment IN WITNESS WHEREOF, I have hereunto set my signature this 23rd day of MaY , 1995. ice-Chair of the De Counties Home Mortgage Finance Authority