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HomeMy WebLinkAboutRESOLUTIONS - 04191994 - 94-202 RESOLUTION NO. 94/202 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 REFUNDING BONDS,1994 SERIES A (GNMA COLLATERALIZED-DEL NORTE PLACE APARTMENTS), AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, A FINANCING AGREEMENT, AN AMENDED AND RESTATED REGULATORY AGREEMENT, AN OFFICIAL STATEMENT AND A BOND PURCHASE AGREEMENT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING 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 finance,provide funds,to multifamily rental housing facilities; WHEREAS, the County has heretofore issued its $11,000,000 principal amount of County of Contra Costa Multifamily Housing Revenue Bonds (GNMA Collateralized - Del Norte Place Apartments) 1990 Series B (the "Prior Bonds"), and loaned the proceeds thereof to Del Norte Place A California Limited Partnership (the "Developer) for the purpose of financing the construction and development of a 135 residential unit mixed use multifamily housing and commercial rental project (the "Project") located at 11,720 San Pablo Avenue in El Cerrito; WHEREAS, as a consequence of a default by the Developer on the mortgage loan with respect to the Project, the Prior Bonds will be paid in full with the proceeds of a GNMA Security issued by TRI Capital Corporation (the "Lender") in connection with the issuance of the Prior Bonds; and WHEREAS, the Developer has requested that the County issue bonds (the 'Bonds") (a) to provide funds to acquire a new GNMA Security from the Lender and thereby refinance the Project, and (b) to provide additional monies to finance the Project, and the issuance of the Bonds to provide such additional monies is dependent upon an allocation from the State of California'in respect thereof; WHEREAS, the County has applied to the State of California Debt Limit Allocation Committee ("CDLAC"), for an allocation (the "Allocation") in the amount of $600,000 in respect of such additional monies in accordance with Section 146 of the Internal Revenue Code of 1986 (the "Code") and Chapter 11.8 of Division 1 of Title 2 of the California Government Code; and WHEREAS, the Deputy Director-Redevelopment of the Community Development Department of the County has held a public hearing on the proposed issuance of the Bonds, as required under the Code, following published notice of such hearing; and WHEREAS, upon the receipt of the Allocation from CDLAC, 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 will 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 Refunding Bonds, 1994 Series A (GNMA Collateralized - Del Norte Place Apartments) (the 'Bonds"), in an aggregate principal amount not to exceed $11,110,000, are hereby authorized to be issued, contingent upon receipt of the Allocation from CDLAC in an amount sufficient to issue all of the Bonds to be sold pursuant to the Purchase Contract (hereinafter defined). 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 Bank of America National Trust and Savings Association, as trustee (the "Trustee"), in the form on file with the Clerk of the Board, 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 9 hereof, provided that no additions or changes shall authorize an aggregate principal amount of 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, the Developer and the Lender, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby 2 �r 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 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 9 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 covenants relating to the Bonds (the "Regulatory Agreement") among the County, the Trustee and the Developer, in the form on file with the Clerk of the Board, 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 Regulatory 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 9 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, Newman and Associates, Inc. (the "Underwriters") and the Developer in the form on file with the Clerk of the Board, 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 Underwriters 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 9 hereof (provided that no such change shall increase the aggregate principal amount of the Bonds over the amount specified in Section 2 above and the initial interest rate to be borne by any maturity of the Bonds shall not be in excess of 4.0% and the Underwriter's fee and/or discount shall not be in access of 1.50% 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 Clerk of the Board, 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 3 Y approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the County. The Underwriters are 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 Underwriters 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 Underwriters 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 Underwriters in accordance with the Purchase Contract, upon payment of the purchase price therefor. 9. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Prior Bonds and 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 redemption of the Prior Bonds, including but not limited to those certificates, agreements and other documents described in the Indenture, the Financing Agreement, the Regulatory Agreement, the Purchase Contract and the other documents herein approved and any certificates, agreements or documents as may be necessary to evidence credit support or additional security for the Bonds or to defease or redeem the Prior Bonds. 4 10. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 19th day of April, 1994 by the following vote: AYES: Bishop, Desaulnier, Smith,. & Torlakson NOES: None ABSTAINING:. None ABSENT: Supervisor Powers Vice- Chair Acti ncl as the Chair ATTEST: Phil Batchelor County Administrator and Clerk of the Board of Supervisors By: (IA4,A 01 1 A I J Deputy Clerk 13052-17:J1260 04/17/94 5