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HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-382 RESOLUTION NO. 98/382 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA, CALIFORNIA RESOLUTION AUTHORI21NG 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 MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN AS BOLLINGER CREST APARTMENTS; DETERMINING AND PRESCRIBING CERTAIN MATTERS AND APPROVING AND AUTHORIZjNG THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED THERETO; RATIFYING ANY ACTION HE=0FORE 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 DOCSSP1:275874.1 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; t�trHEItIEAS, 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 Official Statement") 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 ate. NOW, THEREFORE, BE IT RESOLVM 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, the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa, California, Multifamily Housing Revenue Bonds (Bollinger Creast 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 Bands shall be made solely from the 'frust 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 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 and delivery thereof. Section 5. The form of the Regulatory Agreement, on file with the Clerk, is hereby approved and an Authorized Officer 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 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 form, with such DOCSSF1-275874.1 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 Bonds. 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 8. The form of Assignment, on file with the Clerk, is hereby approved " 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 Bands, 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, 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. Docssrr:z75874.r 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. Alll 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 station 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 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. DOCSSF1:275874.1 6 PASSED AND ADOPTED THIS 28st day of July, 1998. AYES: Supervisors Gerber, Canciamilla and Rogers NOES: None ABSENT:Supervisors Uilkema and DeSaulnier ABSTAIN: None [Seal] AA A Ch .. an of th oard of Supervisors ATTEST: Philip J. Batchelor, Clerk of the Board of Supervisors Of the County of Contra Costa, State of California By: LODeputy Clerk DOC9sF1:275874.1 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: AYES.Supervisors Gerber, Caneiamilla and Rogers NOES: None ABSENT: Supervisors Uilkema and DeSaul.nier )NIA nda ols id meeting was posted at least 72 hours before said meeting at 651 Fine 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 T 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 28st day of July, 1998. [SEAL] Neuty erk of the Board of Supervisors of the County of Contra Costa State of California. DOCSSF1:275874.1