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HomeMy WebLinkAboutRESOLUTIONS - 01012004 - 2004-589 RESOLUTION NO. 2004/589 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF MULTIFAMILY MORTGAGE REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $15,000,000 TO FINANCE A PORTION OF THE ACQUISITION AND CONSTRUCTION OF A MULTIFAMILY RENTAL HOUSING PR03ECT GENERALLY KNOWN AS THE COURTYARDS AT CYPRESS GROVE 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 construction 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 construction of a 96-unit multifamily rental housing development generally known as The Courtyards at Cypress Grove(the"Project"),which will be owned and operated by Oakley Cypress Associates, 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$15,000,000 of its DOCss1:1:776177.4 40511-125 SA? multifamily mortgage revenue bonds in one or more series(as more fully described herein,the "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,the County received on September 22,2004 an allocation in the amount of$15,000,000 from the California Debt Limit Allocation Committee in connection with the Project; WHEREAS,the Bonds will be privately placed with Bank of America or an affiliate thereof(the"Bank") as the initial purchaser of the Bonds; WKEREAS,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 Bonds; (2) Loan Agreement (the "Loan Agreement") to be entered into among the County,the Trustee and the Borrower; (3) Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), to be entered into among the County, the Trustee and the Borrower; and (4) Bond Purchase Agreement (the "Purchase Agreement") to be entered into among the County,the Borrower and the Bank; DOCSSFI:776177.4 2 40511-125 SA7 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 Multifamily Mortgage Revenue Bonds(The Courtyards at Cypress Grove Apartments Project) Series 2004-B," in an aggregate principal amount not to exceed$15,000,000. 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 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 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 December 1, 2045), interest rate or rates(which shall not exceed 12%per annum), interest payment dates, DOCSSF 1:776177.4 40511-125 SA7 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 Loan Agreement, on file with the Clerk, is hereby approved and an Authorized 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 Regulatory Agreement,on file with the Clerk,is hereby approved and an Authorized 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 6. The form of the Purchase Agreement, on file with the Clerk,is hereby approved and an Authorized Representative is hereby authorized and directed to execute and deliver the Purchase 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. The County is hereby authorized to sell the Bonds to the Bank pursuant to the terms and conditions of the Purchase Agreement. Section 7. 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 executed and authenticated,in accordance with written instructions executed and delivered on DOCssF1.776177.4 40511-125 sA7 4 behalf of the County by an Authorized Representative,which instructions are hereby authorized and directed to be executed and delivered to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Bank upon payment of the purchase price thereof Section 8. The Board hereby appoints Orrick,Herrington& Sutcliffe LLP, San Francisco,California,as bond counsel. Section 9. 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 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 indenture,the Purchase Agreement and the other documents herein approved, as well as a tax certificate and an intercreditor and/or subordination agreement 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. Section 10. 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 Representative without DOCSSP1:776177.4 40511-125 SA7 further authorization by this Board of Supervisors,and such Authorized 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 11. This Resolution shall take effect upon its adoption. DOCSSFi:776177.4 40511-125 SA7 PASSED AND ADOPTED TMS 2nd day of November, 2004. AYES: amNISoRs GIoIA, u , I1eSAtIMM Alam Qui. NUBS: NM ABSENT:Nm LIJ lair of the Board of Supervisors ATTEST: John Sweeten,County Administrator and Clerk of the Board of Supervisors By: -'..: Deputy Clerk cc: Community Development DOCSSF 1:776177.4 7 40511-125 SA7 CLERK'S CERTIFICATE I, MIA ,NFAL ,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 November 2,2004, 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: S YMVMRS GIOIA, unKm, G=MG, DeSAtT MER AM MOM NOES: NM ABSENT. NM 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 thisZld day of 2004. John Sweeten, County Administrator and Clerk of the Board of Supervisors [SEAL] f' Y. I F ✓ +' i7 Deputy Clerk DQCSSF1:776I77.4 40511-125 SA7