HomeMy WebLinkAboutMINUTES - 07281998 - C126 _ REVISED
Centra
TO: BOARD OF SUPERVISORS C�(JStc
,.» Co
FROM: Dennis M. Barry,AICP - Coin
Community Development Director '
DATE: July 28, 1998
SUBJECT: Bond Sale Resolution-Bollinger Crest Apartments,San Ramon
SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
ADOPT resolution authorizing the sale of Multi-Family Housing Revenue bonds for the development of the Bollinger
Crest Apartments,San Ramon and actions related thereto. Resolution 98/382
FISCAL IMPACT
None. County is compensated for costs incurred in issuance process and for costs of monitoring compliance with
Regulatory Agreement.
BACKCROIJNDIR_> ASONS FOR R1COMMENDATION
On December 9, 1997 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent
to issue Multi-Family Mortgage Revenue Bonds for the development of the Bollinger Crest Apartments in San
Ramon. The Bollinger Crest Apartments is a 65-unit multi-family development to be constructed at the northeast
corner of Bollinger Canyon and Crow Canyon Roads, San Ramon. The owner of the project is Bollinger Crest
Apartments,LLC,a limited liability corporation owned by Art&Mary Lorenzini and Michael and Karen Conley.
The Regulatory Agreement of the County will require that 13 of the 65 units(20%of the totap be reserved for very
low income tenants for at least fifteen years.
CONTINUED ON ATTACHMENT: X YES SIGNATURE: /
h
RECOMMENDATION OF COUNTY ADMINISTRATOR COMMENDA'>iIION OF BOARD CQ/AMITTEE
APPROVE _OTHER #
f
SIGNATURE(S): J
ACTION OF BOARD ON_ July 22, 1998 APPROVED AS RECOMMENDED X OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
_XUNANIMOUS(ABSENT II, IV �) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Source: Jim Kennedy
335-1255
cc: Community Development ATTESTED_July 28, 1998
County Administrator PHIL BATCHELOR,CLERK OF
County Counsel THE BOARD OF SUPEIVISORS
via Community Development AND COUNTY ADMINISTRATOR
Bollinger Crest Apts,LLC
Paine Webber
Orrick Herrington& Sutcliffe BY 0?�M PUTY
Litten Financial
Nossaman;Guthner, Knox and Elliott
DAj b198Q7`bolcrest.bo
The bonds to be issued will provide the permanent financing for the acquisition of the Ballinger Crest Apartments.
The bonds will be secured by a pledge of rents,reserve accounts and by guarantee of the Federal National Mortgage
Association(FNMA). The bonds are expected to be rated AAA and issued in an amount not to exceed$7 million.
The underwriters for this transaction are Paine Webber,Inc. The underwriter was determined pursuant to adopted
Board policy for the selection of underwriters. Bond counsel is Orrick,Herrington&Sutcliffe.
The bond sale resolution authorizes a number of actions,a summary of which is provided below:
The attached resolution authorizes a number of actions,a summary of which follows:
1. Authorizes the issuance of revenue bonds in an amount not to exceed$7 million;
2. Approves the form of Trust Indenture between the County and the Trustee,First Trust California;
3. Approves the form of Bond Purchase Agreements between the County, Bollinger Crest Apartments,
LLC and Paine Webber,Inc. as Underwriter;
4. Approves form of Financing Agreement between County,Trustee,Developer and Washington Capital
DUS,Inc.,the FNMA Lender;
5. Approves form of Regulatory Agreement between County,Trustee and Developer;
b. Approves form of Preliminary Official Statements;
7. Approves form of Assignment of Mortgage Loan between the County,the Trustee,and Fannie Mae;
8. Designates Paine Webber,Inc. as Underwriter;
9. Designates Orrick,Herrington,& Sutcliffe as Bond Counsel; and
10. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development, or
Deputy Director-Redevelopment to take such other actions necessary to complete the sale of bonds and
assistance related thereto.
DAjb\9807\Wcrest.bo
RESOLUTION NO. 98/382
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 $7,000,000 FOR THE FINANCING
OF THE ACQUISITION, CONSTRUCTION AND DEVELOPMENT OF A
M-U TIFAMMY RENTAL DOUSING PROJECT GENERALLY KNOWN AS
BOLIINGER. CREST APARTMENTS; DE'IERMINING AND PRESCRIBING
CERTAIN MATTERS AND APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED
THERETO; RATIFYING ANY ACTION HLTOFORE 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 the acquisition, construction and development 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 and very low income persons;
WHEREAS, the County desires to participate in the financing of the
acquisition, construction and development of a proposed 65-unit multifamily rental housing
development generally known as Bollinger Crest Apartments (the "Project"), which will be
owned and operated by Bollinger Crest Apartments Investors LLC, a California limited liability
DOCSSFI:275874.1
company, and entities related thereto(collectively, the "Borrower"), and in order to do so intends
to sell and issue not to exceed $7,000,000 of its multifamily housing revenue bonds (as more
fully described herein, the "Bonds") and 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
U.S. Bank Trust National Association (the "Trustee"), providing for the authorization and
issuance of the Bonds;
(2) Financing Agreement (the "Financing Agreement")to be entered into among
the County, the Borrower, the Trustee and Washington Capital DUS, Inc. as servicer of the
mortgage loan;
(3) Regulatory Agreement and Declaration of Restrictive Covenants (the
"Regulatory Agreement"), to be entered into among the Borrower, the County and the
Trustee;
(4) Bond Purchase Agreement (the "Purchase Agreement") to be entered into
among the County, the Borrower and PaineWebber Incorporated, as underwriter for the
Bonds (the "Underwriter");
(5) Preliminary Official Statement (the "Preliminary OfficialStatement") to be
used by the Underwriter in connection with the sale of the Bonds; and
DOCSSF1.275874.1 2
(6) Assignment of Mortgage Loan (the "Assignment") to be executed by the
County with respect to the assignment of the mortgage loan and the deed of trust to the
Trustee and Fannie Mae, as their interests may appear.
NOW, Tl Cl#FDRE, BE IT RESOLVM)by the Board of iSupervisors 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, the; County is hereby
authorized to issue the Bonds. The Bonds shall be designated as "County of Contra. Costa,
California, Multifamily Dousing Revenue Bonds (Bollinger Crest Apartments)," with an
appropriate series designation, in an aggregate principal amount not to exceed. $7,000,000. The
Bonds shall be in the form set forth in and otherwise in accordance with the Indenture, and shall be
executed by the manual or facsimile signature of the Chairman of the Board of Supervisors, and
attested by the manual or facsimile signature of the 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. Payment of the principal of, redemption premium, if any, and interest
on, the Bonds shall be made solely from the Trust Estate (as defined in the Indenture), and 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 April 1,
DOCSSF1:275874.1 3
2032), interest rate or rates (which shall not exceed 6.5% per annum), interest payment dates,
denominations, form, registration privileges, manner of execution, place of payment, terms of
redemption and other terms of the Bonds shalt 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
and delivery thereof. µ
Section 5. The form of the Regulatory Agreement, on file with the Clerk, is
hereby approved and an Authorized Officer is hereby authorizer) 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 County is hereby authorized to sell the Bonds to the Underwriter
pursuant to the terms and conditions of the Purchase Agreement. The form of the Purchase
Agreement, on file with the Clerk, is hereby approved and an Authorized Officer 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 (provided that in no
case shall the fee paid to the Underwriter exceed $87,500.00), such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 7. The form of Preliminary Official Statement describing the Bonds,
on file with the Clerk, is hereby approved. An Authorized Officer is hereby authorized and
directed to execute and deliver a final Official Statement in substantially said farm, with such
Docssli 1:275874.1 4
additions thereto or changes therein as such officer may require or approve, such approval to
be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby
authorized to distribute copies of the Preliminary Official Statement to interested purchasers
and to subsequently distribute copies of the Official Statement to persons purchasing the
Bands. An Authorized Officer is hereby authorized and directed to execute a certificate
confirming that the Preliminary Official Statement has been "deemed final by the County for
purposes of Securities and Exchange Commission Rule 15c2-12.
Section.S. The form of Assignment, on file with the Clerk., is hereby approvers r
and an Authorized Officer is hereby authorized and directed to execute and deliver the
Assignment 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 Bonds, when executed, shall be deliveredto 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, to the Underwriter in accordance with written instructions executed and
delivered on behalf of the County by an Authorized Officer, which such Authorized Officer is
hereby authorized and directed to execute and deliver to the Trustee. Such instructions shall
provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase
Agreement, upon payment of the purchase price thereof.
Section 10. The Board hereby appoints Orrick, Herrington & Sutcliffe LLP,
San Francisco, California, as bond counsel and PaineWebber Incorporated, San Francisco,
California, as underwriter.
DOCSSFI.-275874.2 5
Section 11. 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 Officer 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, 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 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 underor 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 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.
DOCSSPi:275874.1 6
PASSED AND ADOPTED THIS 28st day of July, 1998.
APES: Supervisors Gerber, Canciamilla and Rogers
NOES: None
ABSENT: Supervisors Uilkema and DeSaulnier
ABSTAIN: None
[Seal]
��dof
an of the aupervisors
AT'T'EST: Philip J. Batchelor,
Clerk of the Board of Supervisors
Of the County of Contra Costa,
State of California
By: "
Deputy Clerk
Docssri:2fiss7a.1 7
CLERK'S CERTIFICATE
I, Ann Cervelli , 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 the 28st day of
July, 1998, 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:
AY`PS: Supervisors Gerber, Canciarnilla and Rogers
NOES: None
ABSENT: Supervisors Uilkema and DeSaul.nier
AAWa of M8 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 foregoingresolution 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 28st day of
July, 1998.
[SEAL]
(Lot 11OU10 a
D uty er of the oard of Supervisors
of the County of Contra Costa
State of California
DOCSsr1,275874.1