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HomeMy WebLinkAboutRESOLUTIONS - 01012003 - 2003-554 RESOLUTION NO. 7 =5�4 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $60,000,000 FOR THE PURPOSE OF MAKING A LOAM TO REFINANCE A MULTIFAMILY RENTAL HOUSING PROJECT KNOWN AS THE PARD. RECENCY, DETERMINING AND PRESCRIBING CERTAIN MATTERS RELATING THERETO, AND APPROVING AND AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS AGREEMENTS AND ACTION'S. , 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 construction of multifamily rental housing projects; AREAS, the County previously issued its Multifamily Rousing Revenue Bonds(The Park.Regency), 1992 Series A(the "Prior Bonds")in the original principal amount of $60,000,000, for the purpose of making a loan to Park Regency Partners, the predecessor to Park Regency, LLC (the "Borrower"),to finance a portion of the Borrower's acquisition and vconstruction of a multifamily rental housing development(the "Project"), WHEREAS,the Project consists of a 892-unit multifamily residential rental development generally known as"The Park Regency" and located at 3110-3190 Oak Road, Walnut Creek, California,and will be owned and operated by Park Regency, LLC; DOCSSF1;595270.2 40511-109 SAS WHEREAS,the Borrower desires to refund the Prior Bonds; WHEREAS, it is desirable and furthers the public purpose for the County to assist in refunding the Prior Bonds and refinancing the Project by authorizing the issuance of not to exceed$60,000,000 aggregate principal amount of its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (The Park Regency), 2003 Series F (the"Bonds"); WHEREAS,pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the"Code"),the financing of the Project and the issuance of the Bonds by the County roust be approved by the"applicable representative of the County" (as defined in the Code); WHEREAS,the Board of Supervisors of the County of Contra Costa(the "Board"), is the elected legislative body of the County and is the applicable elected representative required to approve the refinancing of the Project and the Bonds under Section 147(f) of the Code; WHEREAS,pursuant to Section 147(f) of the Code, the Deputy Director Redevelopment has, following notice duly given,held a public hearing regarding the financing of the Project and the issuance of the Bonds; and WHEREAS,the Board desires to approve the financing and the issuance of the Bonds; „ 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: DOCSSF1:6952 70.2 40511.109 SAS 2 (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 Bonds; (2) Financing Agreement relating to the Bonds (the "Financing Agreement') to be entered into among the County,the Trustee and the Borrower; (3) Second Amendment to Regulatory Agreement (the "Regulatory Agreement Amendment"),to be entered into among the Borrower,the County and the Trustee, (4) Assignment and Interereditor Agreement (the Assignment and Intercreditor Agreement'')to be entered into among the County,the Trustee and Fannie Mae; (5) ' Bond Purchase Agreement (the "Bond Purchase Agreement") to be entered into among the County,the Borrower and Goldman, Sachs&Co. (the"Underwriter"); and (6) Official Statement for the Bonds(the"Official Statement). 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 Indenture described herein, the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (The Park Regency), 2003 r Series F," in an aggregate principal amount not to exceed $60,000,000. For purposes of Section 147(f of the Code, the Board hereby authorizes the issuance of Bonds by the County to refinance the Project. The Bonds shall be in the form set forth in and otherwise in accordance with the Indenture. The Bonds shall be executed by the manual or facsimile signature of the Chair of the DOCssF1:6515270.2 40511-109 SAS 3 Board of Supervisors, and attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors (the"Clerk"). The Bonds shall be issued and secured in accordance with the terms of the Indenture presented at this meeting, as applicable, and the payment of the principal of, redemption premium, if any, and interest on, the Bonds shall be made solely from the amounts and assets pledged thereto under the 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 Officer (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 January 1,2039), 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 Bonds shall be as provided in the Indenture as finally executed. Section 4. The form of Financing Agreement, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed to execute and deliver the Financing 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 xecution and delivery thereof. Section 5. The form of the Regulatory Agreement Amendment, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed to execute and deliver the Regulatory Agreement Amendment in substantially said form, with such changes DOCSSFI:695270.2 40511-109 SAS 4 therein as such officers may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The form of Assignment and Intercreditor Agreement, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed to execute and deliver the Assignment and Intercreditor Agreement in substantially said form, with such changes therein as such officer may require or approve,such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. The form of Bond Purchase Agreement, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the underwriter's discount shall not exceed 1% of the initial principal amount of the Bonds. Section 8. The form of Official Statement, on file with the Clerk, is hereby approvc4,�with.such changes, additions and corrections as an Authorized Officer may hereafter approve, and the Underwriter is hereby authorized to distribute copies of such Official Statement to persons who may be interested in purchasing the Bonds. An Authorized Officer is hereby authorized and directed to sign said Official Statement in its final form and the Underwriter is hereby authorized and directed to deliver copies of such Official Statement in final form to the purchasers of the Bonds. Section 9. 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 appearing thereon, and to deliver the Bonds, when duly DOCSSFI:695270.2 40511-109 SAS $ executed and authenticated, in accordance with written instructions executed and delivered on behalf of the County by an Authorized Officer, 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 10. The County hereby appoints Orrick,Herrington& Sutcliffe LLP, San Francisco, California, as bond counsel. Section 11. All actions heretofore taken by the officers and agents of the County with respect to the refinancing of the Project and the sale and issuance of the Bonds are hereby approved,ratified and confirmed, and any Authorized Officer is hereby authorized and directed, for and in the name and inn 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 Indenture, the Bond Purchase Agreement 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 thq:docur ents 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. Section 12. 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 Officer without further authorization by this Board of Supervisors, and such Authorized Officer DMSSFI:695270.2 40511-109 SAS 6 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 13. This Resolution shall take effect upon its adoption. t DOCSSFl:695274.2 40511-1019 SAS 7 PASSED AND ADOPTED THIS 16' day of September, 2003. AYES: sipamsms Giou, mimm, amwtG, aamarm neswuam NOES: NM i ABSENT: NM Chair of the.Board of Supervisors ATTEST: John Sweeten, County Administrator and Clerk of the Board of Supervisors J, r � By: Deputy Clerk z^ cc: ° Comrniai'izty be{velopment r DOCSSFI 695270.2 40511.109 SAS 8 CLERK'S CERTIFICATE I, TMAWNW- ,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 September 16, 2003, 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: MPMUM GIOIA, UMMM, MMM, GLLMU ARID Deeattt= NOES: NM ABSENT: NM An agbnda 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, 90!�o same is now in full force and effect. WITNESS my hand and the seal of the County of Contra Costa this 6rh day of , 2003. John Sweeten, County Administrator and Clerk of the Board of Supervisors [SEAL] By: -- ' d'' -----�---1 Deputy Clerk DOCSSFl:645374.2 40511-109 SAS