1983-191-Authorizing Execution Of An AgreementI'
Resolution No. 1983 -191
A RESOLUTION OF TOWN COUNCIL OF THE
TOWN OF LOS GATOS AUTHORIZING EXECUTION
OF AN AGREEMENT
BE IT RESOLVED, and it is hereby resolved by the Town
Council of the Town of Los Gatos, County of Santa Clara, State
of California, that the Mayor is authorized to enter into an
agreement with the County of Santa Clara and Jack Sheehan,
Villa Vasona, Ltd.
PASSED AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF LOS
GATOS, CALIFORNIA, at a regular meeting held this 19th
day of September , 1983, by the following vote:
AYES: COUNCIL MEMBERS: Joanne Benjamin, Terrence J.
Daily, Thomas J. Ferrito and Mayor Brent N. Ventura
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
None
None
ABSTAIN: COUNCIL MEMBERS: None
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
ATTEST:
CLERK OF THE TOWN OF LO 'GATOS
L
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VILLA VASONA, LTD.
and
TOWN OF LOS GATOS, CALIFORNIA
and
COUNTY OF SANTA CLARA, CALIFORNIA
DEVELOPER AGREEMENT
Dated as of , 1983
COUNTY OF SANTA CLARA, CALIFORNIA
MULTIFAMILY RENTAL HOUSING REVENUE BOND PROGRAM
f
TABLE OF CONTENTS
Page
(This Table of Contents is for convenience of reference
only and is not a part of the Developer Agreement).
ARTICLE I
Definitions.............. ............................... 2
ARTICLE II
REPRESENTATIONS
Section 2.01. Representations, Warranties and Covenants
of Issuer 3
Section 2.02. Representations, Warranties and Covenants
of Developer ........................... 4
Section 2.03. Representations, Warranties and Covenants
ofCity . ............................... 5
ARTICLE III
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section
ISSUANCE OF BONDS, APPLICATION OF BOND PROCEEDS
Amendments
Section
4.02.
...........................
Changes in Applicable Laws ..............
Section
3.01.
Program and Project Approval ............
6
Section
3.02.
Developer's Best Efforts to Construct;
Counterparts
Section
Termination of Reservation of Funds ...
6
Section
3.03.
Affordable Rent
............................
Further Assurances and Corrective
Section
3.04.
.........................
Developer Application Fee ...............
6
7
Section
3.05.
Developer Agreement to Pay Costs
...........................
8
Testimonium ............
and Expenses ....................
8
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section
4.01.
Amendments
Section
4.02.
...........................
Changes in Applicable Laws ..............
7
Section
4.03.
Governing Law ...........................
8
Section
4.04.
Counterparts
Section
4.05.
............................
Severability
8
Section
4.06.
............................
Further Assurances and Corrective
8
Instruments
...........................
8
Testimonium ............
...............................
8
Signatures and
Seals
.... ...............................
8
ARTICLE I
DEFINITIONS
Unless the context clearly otherwise requires, each
capitalized word or phrase appearing herein which is defined in
the Indenture shall have the same meaning in this Developer
Agreement as is given it in the Indenture. In addition
thereto, unless the context clearly requires otherwise, the
following terms shall have the following respective meanings:
"Act" - Chapter 7, Part 5 of Division 31 of the Health
and Safety Code of the State of California.
"Affordable Rent" - A monthly rent which does not
exceed the rent approved by the Department of Housing and Urban
Development with respect to units which are occupied by persons
receiving assistance pursuant to Section 8 of the United States
Housing Act of 1937.
"Bonds" - The bonds anticipated to be issued by the
County of Santa Clara pursuant to its Multifamily Rental
Housing Revenue Bond Program to finance the Project.
"Code" - The Internal Revenue Code of 1954, as amended
prior to the date hereof and from time to time hereafter, or
any successor statute thereto.
"Developer Application Fee" - A nonrefundable fee to
be paid by the Developer to the Issuer in the amount of 0.015%
of the funds requested by the Developer.
"Lower- Income Tenants" - A tenant or tenants occupying
a unit whose adjusted income as computed pursuant to Section
1.167(k)(b)(3) of the Regulations immediately prior to their
occupancy in a unit does not exceed the maximum income at which
a like -sized household is deemed to be a lower income household
in the San Jose, California Standard Metropolitan Statistical
Area for purposes of Section 8 of the United States Housing Act
of 1937. For this purpose, the occupants of a unit shall not
be considered to be of low or moderate income if all of such
occupants are students (as defined in Section 151(e)(4) of the
Code), no one of whom is entitled to file a joint return under
Section 6013 of the Code.
"Program" - The Issuer's program to make tax - exempt
financing available to the developers of multifamily rental
housing units.
Site. "Project" - The Project Facilities and the Project
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(b) The Issuer has complied or intends to comply with
all of the provisions of the Constitution and laws of the
State, including the Act, applicable to, and has or intends to
have full power and authority to consummate, all transactions
contemplated by this Developer Agreement, the Loan Agreement,
and the Indenture and any and all other agreements relating
thereto.
(c) To accomplish the foregoing, the Issuer proposes
to issue the Bonds concurrently with or following the execution
of this Developer Agreement on the terms and bases set forth in
the Indenture and to use the proceeds thereof as specified
herein and as further specified in the Agreement and the
Indenture.
(d) No officer or official of the Issuer has any
prohibited interest as defined by the applicable laws of the
State in the Developer or in the transactions contemplated by
this Developer Agreement.
(e) The Issuer will make any and all findings and
determinations required to be made by it pursuant to this
Developer Agreement in good faith and with due diligence.
Section 2.02. Representations Warranties and Covenants
of Developer. The Developer represents and warrants to, and
covenants with, the Issuer and the City that:
(a) It is a duly organized and existing corporation,
sole proprietorship, partnership or joint venture authorized to
do business in the State.
(b) It will, during 36 months after the date of
issuance of the Bonds, remain a real estate developer engaged
in the business of constructing multifamily rental units, will
remain in good standing and qualified to do business under the
laws of the State and those of its then state of incorporation
(if applicable), will not cease doing business, dissolve, or
otherwise dispose of all or substantially all of its assets and
will not voluntarily consolidate with or merge into any other
entity or permit one or more other entities to consolidate with
or merge into it; provided, that it may, without violating the
agreement contained in this subsection, consolidate with or
merge into another entity or permit one or more entities to
consolidate with or merge into it, or sell or otherwise
transfer to another such entity all or substantially all of its
assets as an entirety and thereafter cease doing business or
dissolve, provided the surviving, resulting or transferee
entity, as the case may be, shall be in good standing and
qualified to do business under the laws of the state of its
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(c) The City has complied with all of the provisions
of the Constitution and laws of the State, including the Act,
applicable to, and had full power and authority to consummate,
all transactions involving the City contemplated by this
Developer Agreement and any and all agreements relating thereto.
(d) No officer or official of the City has any
prohibited interest as defined by the applicable laws of the
State in the Developer or in the transactions contemplated by
this Developer Agreement.
ARTICLE III
PROJECT APPROVAL
Section 3.01. Program and Project Approval. The City
hereby agrees to cooperate with the Issuer in carrying out the
Program. The City hereby approves the making of the Project
Loan from bond proceeds to the Developer in accordance with the
terms of this Developer Agreement and such other restrictions
as are imposed pursuant to the Regulatory Agreement or by the
Issuer, subject to the Developer's compliance with any and all
restrictions and limitations previously placed on the Project
by the City to the extent such restrictions are not
inconsistent with restrictions imposed under the Program.
Section 3.02. Developer's Best Efforts to Construct.
The Developer, subject to and in accordance with the provisions
of this Developer Agreement, and subject to the issuance of the
Bonds and the making of a Project Loan agrees to use its best
efforts to construct and operate the Project in accordance with
the terms of the Regulatory Agreement and any additional
restrictions imposed by the Issuer or the City. The Developer
agrees to reserve at least 20 percent of the units in the
Project for occupancy by Lower - Income Tenants on a priority
basis at an Affordable Rent for the longer of the Qualified
Project Period or the period imposed pursuant to State law,
which is currently 20 years from the date that the Project Loan
is made.
Section 3.03. Affordable Rent. Based upon information
available to it with respect to housing available in the
community, and the income of persons within the City in need of
decent, safe, sanitary and affordable housing, the City hereby
finds that Affordable Rent as defined in this Developer
Agreement is a rent which Lower - Income Tenants needing housing
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Section 4.03. Governing Law. This Developer Agreement
shall be construed in accordance with the laws of the State,
and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section 4.04. Counterparts. This Developer Agreement
may be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the
same instrument.
Section 4.05. Severability. In the event any provision
of this Developer Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other
provision hereof.
Section 4.06. Further Assurances and Corrective Instru-
ments. To the extent permitted by law, the Issuer, the City,
and the Developer severally and not jointly agree that they
will, from time to time, execute, acknowledge and deliver, or
cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may
reasonably be required for carrying out the intention of or
facilitating the performance of this Developer Agreements
IN WITNESS WHEREOF, the Developer, the City, and the Issuer
have caused their names to be signed hereto by their respective
officers thereunto duly authorized and their respective seals,
duly attested, to be hereunto affixed, all as of the day and
year first above written.
APPROVED AS TO FORM AND
LEGALITY
COUNTY OF SANTA CLARA, CALIFORNIA
By
Chairperson,
Board of Supervisors
(SEAL)
Clerk of the Board of Supervisors
County of Santa Clara, California
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