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HomeMy WebLinkAboutRESOLUTIONS - 03151994 - 94-154 COUNTY OF CONTRA COSTA RESOLUTION NO. 94/154 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE PURPOSE OF FINANCING THE ACQUISITION AND REHABILITATION OF A MULTIFAMILY RENTAL HOUSING DEVELOPMENT KNOWN AS CRESCENT PARK APARTMENTS, DETERMINING AND PRESCRIBING CERTAIN MATTERS RELATING THERETO, AND APPROVING AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS. WHEREAS, Chapter 8 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") authorizes counties to incur indebtedness for the purpose of financing the acquisition of multifamily rental housing by nonprofit organizations exempt from federal income taxation under Section 501 (c) (3) of the Internal Revenue Code of 1986 (the "Code") , and the Act provides a complete, additional and alternative method for such financing; WHEREAS, the County of Contra Costa (the "County") desires to engage in a program (the "Program") of financing the acquisition by EAH-Contra Costa, Inc. , a California nonprofit corporation (the "Owner") , of multifamily rental housing known as Crescent Park Apartments (the "Project") , and in order to do so intends to sell and issue not to exceed $22, 0004000 of multifamily housing revenue bonds; WHEREAS, the Board of Supervisors of the County (the "Board" ) has now determined to provide financing for the Project for the purpose of providing housing for very low income persons or families; WHEREAS, the Issuer expects the Owner to pay certain expenditures (the "Reimbursement Expenditures") in connection with the Project prior to the issuance of indebtedness for the purpose of financing costs associated with the Project on a long-term basis; WHEREAS, the Issuer reasonably expects that certain of the proceeds of multifamily housing revenue bonds will be used to reimburse the Owner for the Reimbursement Expenditures; and WHEREAS, there has been prepared and presented to this Board for consideration at this meeting the documentation required for the issuance of bonds for such financing; WHEREAS, it appears that each of the documents which are now before this meeting is in appropriate form and is an SF2-27263.2 RESOLUTION NO. 94/154 0 appropriate instrument to be executed and delivered for the purposes intended; WHEREAS, the interest on the bonds may qualify for exclusion from gross income under Section 103 of the Code, only if the bonds are approved in accordance with Section 147 (f) of the Code; and WHEREAS, the Project is located wholly within the County of Contra Costa, California; and WHEREAS, this Board is the elected legislative body of the County and is the applicable elected representative required to approve the issuance of the bonds within the meaning of Section 147 (f) of the Code; and WHEREAS, this Board has received from Jim Kennedy, Deputy Director-Redevelopment of the County of Contra Costa, a report to the effect that, pursuant to Section 147 (f) of the Code, following notice duly given, such officer held .a public hearing regarding the issuance of such bonds, and now desires this Board to approve the issuance of such bonds. WHEREAS, Kirkpatrick, Pettis, Smith, Polian Inc. and Charles A. Bell Securities Corp. (the "Underwriters") , expressed their intention to purchase the bonds authorized hereby, and this Board finds that the public interest and necessity require that the County at this time make arrangements for the sale of such bonds; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: 1. Pursuant to the Act and the Indentures (hereinafter defined) , revenue bonds of the County, to be designated as "County of Contra Costa Multifamily Housing Revenue Bonds (GNMA- Collateralized - Crescent Park Apartments Project) 1994 Series A, " County of Contra Costa Multifamily Housing Revenue Bonds (GNMA Collateralized - Crescent Park Apartments Project) Taxable 1994 Series A-T, " and County of Contra Costa Multifamily Housing Revenue Bonds (FHA Insured Mortgage Loan - Crescent Park Apartments Project) 1994 Series B (the "Series A Bonds, " the "Series A-T Bonds" and the "Series B Bonds, " respectively, and collectively, the "Bonds") , in an aggregate principal amount not to exceed $22, 000, 000, and with a final maturity date not later than April 1, 2035, are hereby authorized to be issued. The Bonds shall be in the forms set forth in and otherwise in accordance with the Indentures, and shall be executed by the manual or facsimile signature of the Chair of this Board, and the manual or facsimile seal of the County shall be impressed or reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk of this Board. Sn-27263.2 2 2 . The proposed forms of Trust Indentures (the "Indentures") , each between the County and the Trustee, as defined below, in substantially the forms presented to this meeting, are hereby approved. Any Authorized Issuer Representative (as defined in the Indentures) is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual signature, and such officer is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver, the Indentures in substantially said forms, with such additions thereto or changes therein as such officer may approve or recommend upon consultation with County Counsel and Bond Counsel to the County (provided that such additions or changes shall not authorize an aggregate principal amount of Bonds in excess of the amount stated above, or having a maturity later than the date stated above, or result in a stated interest rate on the Bonds in excess of 8 .5% per annum) , the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Indentures. The date, maturity dates, interest rate or rates, 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 appropriate Indenture as finally executed. The execution of the Indentures shall constitute appointment by the Authorized Issuer Representative of the Trustee named therein (the "Trustee" ) to act as such Trustee, and such appointment .is hereby approved. 3 . The proposed forms of bond purchase agreements relating to the Bonds (the "Purchase Contracts") , each among the County, the Owner and the Underwriters, in substantially the forms presented to this meeting, are hereby approved. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contracts (when such offers are made and if such offer is consistent with Section 2 hereof) and to_ execute and deliver said Purchase Contracts; provided, however, that the Underwriters, fee with respect to such purchase of Bonds shall not exceed 2 % of the aggregate principal amount of the Bonds. 4 . The proposed forms of Financing Agreements (the "Financing Agreements") each among the County, the Trustee and the Owner, in substantially the forms presented to this meeting, are hereby approved. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual signature, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver the Financing Agreements, with such additions or changes in said document as such officers may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, SF2-27263.2 3 the approval of such additions or changes to be evidenced conclu- sively by the execution and delivery of the Financing Agreements. S . The proposed form of Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement") among the County, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual signature, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver, the Regulatory Agreement with such additions or changes in said document as such officers may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Regulatory Agreement. 6 . The proposed forms of preliminary official statements relating to the Bonds (the "Preliminary Official Statements") , in substantially the form presented to this meeting, to be used in connection with the offer and sale of the Bonds, is hereby approved, and the Board hereby ratifies and approves distribution of the Preliminary Official Statements to prospective purchasers of the Bonds. Any Authorized Issuer Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute and deliver, at the time of sale of the Bonds, said forms of Preliminary Official Statements as the final official Statements, (the "Official Statements") , with such additions thereto or changes therein as such officer may recommend or approve upon consultation with County Counsel 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 Statements. Such changes may include, without limitation, such changes as to the principal amount, maturity schedule, interest rates and redemption features of the Bonds as effectuate the purposes of this resolution, subject to the limitations prescribed in Section 2 hereof. Any Authorized Issuer Representative is hereby authorized to certify that the Preliminary Official Statements and the final Official Statements are, as of their respective dates, "deemed final" by the County as defined in Rule 15c2-12 of the Securities and Exchange Commission. 7. It is the purpose and intent of this Board that this Resolution constitute approval of the Bonds by the applicable elected representative of the issuer of the Bonds and the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with Section 147 (f) of the Code. SF2-27263.2 4 8 . It is the purpose and intent of this Board that this Resolution constitute compliance with the requirements of Section 1.150-2 of the Treasury Regulations. 9 . The Issuer hereby declares its official intent to use proceeds of indebtedness to reimburse the Owner for Reimbursement Expenditures. 10 . 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 Underwriters in accordance with written instructions executed on behalf of this Board and the County by any Authorized Issuer Representative, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Board and the County, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contracts, upon payment of the purchase price thereof. 11. Orrick, Herrington & Sutcliffe is hereby appointed Bond Counsel in regards to the issuance of the Bonds, Litten Financial Consulting is hereby appointed Financial Advisor to the County in regards to the issuance of the Bonds, and Kirkpatrick, Pettis, Smith, Polian Inc. and Charles A. Bell Securities Corp. are hereby appointed Underwriters in regards to the issuance of the Bonds. 12 . 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 Issuer Representative without further authorization by this Board, and any Authorized Issuer Representative 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 Program. 13 . All actions heretofore taken by the officers and agents of the County with respect to the establishment of the Program and the sale and issuance of 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 an escrow or similar agreement or instrument and those SF2-2')263.2 5 documents described in the Indentures, the Purchase Contracts and the other documents herein approved, which they, 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 this Board and otherwise in order to carry out the Program. 14. This Resolution shall take effect immediately upon its passage and adoption. ADOPTED this 15th day of March 1994, by the following vote: AYES: Supervisors Smith, Bishop, McPeak, Torlakson and Powers NOES: None ABSTAINING: None ABSENT: None Ch it of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors By: puty SF2-27263.2 6