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HomeMy WebLinkAboutRESOLUTIONS - 01012001 - 2001-229 RESOLUTION NO. 2001/229 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $36,970,000 TO FINANCE A PORTION OF THE ACQUISITION AND REHABILITATION OF A MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN AS HILLTOP COMMONS APARTMENTS; DETERMINING AND PRESCRIBING CERTAIN MATTERS AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED THERETO; RATIFYING ANY ACTION HERETOFORE TAKEN AND APPROVING RELATED MATTERS IN CONNECTION WITH SAID BONDS. WHEREAS,the County of Contra Costa (the "County") is authorized pursuant to Section 52075 and following of the California Health and Safety Code (the "Act") to issue revenue bonds for the purpose of financing, among other things, the acquisition and rehabilitation of multifamily rental housing projects; WHEREAS, the proceeds of such bonds may be loaned to a nongovernmental owner of multifamily housing, who shall be responsible for the payment of such bonds, to allow such nongovernmental owner to reduce the cost of operating such housing and to assist in providing housing for low income persons; WHEREAS, the County desires to participate in the financing of the acquisition and rehabilitation of a 324-unit multifamily rental housing development generally known as Hilltop Commons Apartments (the "Project"), which will be owned and operated by Steadfast Hilltop Commons, L.P., a California limited partnership, and entities related thereto (collectively, the 'Borrower"), and in order to do so intends to sell and issue not to exceed $36,970,000 of its multifamily housing revenue bonds in one or more series (as more fully described herein, the DOCSSF1:532049.2 40929-297 ADI 'Bonds"), and to loan the proceeds thereof to the Borrower, thereby reducing the cost of the Project and assisting in providing housing for very low income persons; WHEREAS, there have been prepared and presented at this meeting the following documents required for the issuance of the Bonds, and such documents are now in substantial form and appropriate instruments to be executed and delivered for the purposes intended: (1) Trust Indenture (the "Indenture") to be entered into between the County and the trustee named therein(the "Trustee"), providing for the authorization and issuance of the Senior Bonds(as hereinafter defined); (2) Loan Agreement relating to the Senior Bonds (the "Loan Agreement") to be entered into between the County and the Borrower; (3) Interest Rate Protection Agreement (the "Hedge Agreement") to be entered into between Newman Financial Services, Inc. and the Trustee; (4) Subordinate Indenture (the "Subordinate Indenture") to be entered into between the County and the trustee named therein (the "Trustee"), providing for the authorization and issuance of the Subordinate Bonds(as hereinafter defined); (5) Subordinate Loan Agreement relating to the Subordinate Bonds (the "Subordinate Loan Agreement")to be entered into between the County and the Borrower; (6) Regulatory Agreement and Declaration of Restrictive Covenants (the 'Regulatory Agreement"), to be entered into among the Borrower, the County and the Trustees; (7) Bond Placement Agreement (the "Placement Agreement") to be entered into among the County, the Borrower and Newman & Associates, Inc., as placement agent for the Senior Bonds(the"Placement Agent"); DOCSSF1:532049.2 40929-297 ADI 2 (8) Private Placement Memorandum(the 'Placement Memorandum")to be used by the Placement Agent in connection with the placement of the Senior Bonds; and (9) Subordination and Intercreditor Agreement(the "Subordination Agreement") to be entered into between the County and the Trustee; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. This Board hereby specifically finds and declares that the statements, findings and determinations of the County set forth above are true and correct. Section 2. Pursuant to the Act and the Indentures described herein,the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa Multifamily Housing Revenue Bonds (Hilltop Commons Apartments Project) 2001 Series A," in an aggregate principal amount not to exceed $26,220,000 and "County of Contra Costa Taxable Multifamily Housing Revenue Bonds (Hilltop Commons Apartments Project) 2001 Series A-T," in an aggregate principal amount not to exceed $8,500,000 (collectively, the "Senior Bonds"); and "County of Contra Costa Subordinate Multifamily Housing Revenue Bonds (Hilltop Commons Apartments Project) 2001 Series B," in an aggregate principal amount not to exceed$2,000,000 and "County of Contra Costa Subordinate Multifamily Housing Revenue Bonds (Hilltop Commons Apartments Project) 2001 Series C," in an aggregate principal amount not to exceed $250,000 (collectively, the "Subordinate Bonds"). The Senior Bonds shall be in the form set forth in and otherwise in accordance with the Indenture and the Subordinate Bonds shall be in the form set forth in and otherwise in accordance with the Subordinate Indenture. The Bonds shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors, and attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors(the"Clerk"). DOCSSF1:532049.2 40929-297 AD1 3 The Bonds shall be issued and secured in accordance with the terms of the Indentures presented at this meeting, as applicable, and the payment of the principal of, redemption premium, if any, and interest on,the Senior Bonds and the Subordinate Bonds,respectively, shall be made solely from the amounts and assets pledged thereto under the applicable Indenture. The Bonds shall not be deemed to constitute a debt or liability of the County. Section 3. The form of Indenture, on file with the Clerk, is hereby approved and an Authorized Issuer Representative (as defined in the Indenture) is hereby authorized and directed to execute and deliver the Indenture in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date,maturity date or dates(which shall not extend beyond July 1, 2041), interest rate or rates (which shall not exceed 12%per annum), interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Senior Bonds shall be as provided in the Indenture as finally executed. Section 4. The form of Loan Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Loan Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The form of Hedge Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Hedge Agreement in substantially said form, with such changes therein as such DOCSSF1:532049.2 40929-297 AD1 4 officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The form of Subordinate Indenture, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Subordinate Indenture in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The date,maturity date or dates(which shall not extend beyond July 1, 2041), interest rate or rates (which shall not exceed 12% per annum), interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Subordinate Bonds shall be as provided in the Subordinate Indenture as finally executed. Section 7. The form of Subordinate Loan Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Subordinate Loan Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 8. The form of the Regulatory Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Regulatory Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 9. The County is hereby authorized to sell the Senior Bonds to the purchasers thereof, as placed by the Placement Agent and as approved by an Authorized Issuer DOCSSP1:532049.2 40929-297 AD 5 Representative pursuant to the terms and conditions of the Placement Agreement. The form of the Placement Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Placement Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 10. The form of the Placement Memorandum, on file with the Clerk, is hereby approved and the Board hereby approves the distribution of the Placement Memorandum to prospective purchasers of the Senior Bonds. Any Authorized Issuer Representative is authorized to execute the Placement Memorandum and to certify on behalf of the County that the Placement Memorandum as to the sections therein entitled "THE ISSUER" and "ABSENCE OF LITIGATION" (as such section relates to the Issuer or issuance of the Bonds) are true and accurate in all material respects. Section 11. The form of Subordination Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Subordination Agreement in substantially said form, with such changes therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 12. The County is hereby authorized to sell the Subordinate Bonds to the purchasers thereof, as approved by an Authorized Issuer Representative pursuant to the terms and conditions of the Subordinate Indenture. The County is hereby authorized to purchase the Series B Subordinate Bonds, in an amount not to exceed $2,000,000, bearing interest at a rate of 5% per annum; provided that such Bonds shall be subject to repurchase by the Borrower or the Placement Agent, or an affiliate of either of them, not later than January 1, 2004. The funds authorized for DOCSSFI:532049.2 40929-297 AD1 6 purchase of the Series B Subordinate Bonds by the County is County Fund No. 1 1 1100-0595, the Private Activity Bond Special Revenue Fund. Section 13. The Bonds, when executed, shall be delivered to the respective Trustee for authentication. Each Trustee is hereby requested and directed to authenticate the Senior Bonds and the Subordinate Bonds, respectively, by executing the Trustee's certificate of authentication appearing thereon, and to deliver said Bonds, when duly executed and authenticated, in accordance with written instructions executed and delivered on behalf of the County by an Authorized Issuer Representative, which instructions are hereby authorized and directed to be executed and delivered to the Trustees. Such instructions shall provide for the delivery of the Bonds upon payment of the purchase price thereof. Section 14. The Board hereby appoints Orrick, Herrington& Sutcliffe LLP, San Francisco, California, as bond counsel, and LB Share Associates, as financial advisor. Section 15. All actions heretofore taken by the officers and agents of the County with respect to the financing of the Project and the sale and issuance of the Bonds are hereby approved,ratified and confirmed,and any Authorized Issuer Representative is 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 those described in the Indentures, the Placement Agreements and the other documents herein approved, which such officer, 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 the County and otherwise in order to carry out the financing of the Project. DOCSSF1:532049.2 40929-297 AD1 7 Section 16. All further consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, whether before or after the issuance of the Bonds, 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 addition or substitution of security for the Bonds or any redemption of the Bonds, may be given or taken by an Authorized Issuer Representative without further authorization by this Board of Supervisors, and such 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 financing of the Project. Section 17. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED THIS 5th day of June, 2001. AYES: GIOIA, GERBER, DeSAULNIER, GLOVER, and UILKEMA NOES: NONE ABSENT: NONE [Seal] air of the B6ard of Supervisors ATTEST: John Sweeten, County Administrator and Clerk of the Board of Supervisors By: Deputy Clerk DOCSSF1:532049.2 40929-297 ADI 8 CLERK'S CERTIFICATE I, Gina Martin , Deputy Clerk of the Board of Supervisors of the County of Contra Costa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly and regularly held at the regular meeting place thereof on June 5, 2001, of which meeting all of the members of said Board of Supervisors had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: GIOIA, GERBER, DeSAULNIER, GLOVER and UILKEMA NOES: NONE ABSENT: NONE An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this 5th day of June , 2001. John Sweeten, County Administrator and Clerk of the Board of Supervisors [SEAL] Deputy Clerk DOCSSF7:532049.2 40929-297 AD1