HomeMy WebLinkAboutMINUTES - 11052002 - HA2 HOUSING,AUTHORITY OF THE COUNTY OF CONTRA COSTA
TO: BOARD OF COMMISSIONERS
FROM: Robert McEwan, Executive Director
DATE: November 5, 2002
SUBJECT: ASSIGNMENT AND ASSUMPTION AGREEMENT, TRANSFERRING SEVICE
CONTRACTS, FROM THE HOUSING AUTHORITY TO DeANZA GARDENS, LIMITED
PARTNERSHIP; AND A LOAN SECURED BY A PROMISSORY NOTE FROM THE
HOUSING AUTHORITY TO DeANZA GARDENS, LIMITED PARTNERSHIP
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
1. RECOMMENDED ACTION:
APPROVE and AUTHORIZE the Executive Director of the Housing Authority to execute an
Assignment and Assumption agreement transferring service contracts for Architectural, Legal and
Financial Services from the Housing Authority to DeAnza Gardens, Limited Partnership; and a loan of
$1,000,000 from the Housing Authority to DeAnza Gardens, Limited Partnership secured by a promissory
note.
II. FINANCIAL IMPACT:
None. All of the costs incurred by these actions are within the budget approved for the fiscal year
2002/03.
Ill. REASONS FOR RECOMMENDATION/BACKGROUND
DeAnza Gardens Limited Partnership has been awarded state and federal low-income housing tax
credits expected to yield approximately $25.5 million. This makes the new DeAnza Gardens 180 unit
affordable housing development financially feasible. It is, therefore, appropriate that the initial contracts
for services entered into by the Housing Authority now be assigned to DeAnza Gardens Limited
Partnership The attached note for a short term loan of$1,000,000 from the Housing Authority to DeAnza
Gardens Limited Partnership is for funds already spent and those necessary to carry forward the
development prior to the recordation of a construction loan and receipt of proceeds from the tax credit
Investors. It is expected that the loan will be repaid in full in late March, 2003.
CONTINUED ON ATTACHMENT: X YES SIGNATURE
RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
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ACTION OF BOARD ON November 5, 20012 APPROVED AS RECOMMENDED OTHER
VOTE OF COMMISSIONERS
I HEREBY CERTIFY THAT THIS IS A
_MLUNANIMOUS (ABSENT None ) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: — MINUTES OF THE BOARD OF
COMMISSIONERS ON THE DATE SHOWN,
ATTESTED November 5, 2002
JOHN SWEETEN,CLERK OF
THE BOARD OF COMMISSIONERS
AND COUNTY ADMINISTRATOR
BY ~"'VU, , a - ,DEPUTY
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IV, CONSEQUENCES OF NEGATIVE ACTION:
Should the Board of Commissioners elect not to AUTHORIZE the Executive Director of the
Housing Authority of the County of Contra Costa to execute this assignment to an existing contract, and
not approve the note securing a loan, the Housing Authority will be unable to proceed with the
replacement of the existing 86 Public Housing units, that are 60 years old, with 180 new affordable
housing units.
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PROMISSORY NOTE
$1,000,000 Martinez, California
November 5, 2002
FOR VALUE RECEIVER, DeAnza Gardens, a California Limited Partnership (the
"Obligor"), promises to pay to the Housing Authority of the County of Contra Costa(the
"Housing Authority"), the sum of One Million Dollars ($1,000,000) (the "Funds").
1. Purpose. This promissory note (the "Note") evidences the obligation of the Obligor
to pay the Funds to the Housing Authority as reimbursement for costs incurred by the Housing
Authority on behalf of the Obligor in the development of a one-hundred eighty (180)unit
affordable housing development in Bay Point, California(the "Project").
2. Interest. This Note shall bear interest at the rate of six percent(6%).
3. Term. The term of this Note (the "Term") shall begin on the date of execution of this
Note and shall terminate one (1) year from the date of this Note.
4. Payment. Payment due under this Note shall be due and payable upon the expiration
of the Term. The Obligor may prepay all, or a portion, of the Funds at any time without penalty.
5. Security. In the event that the Obligor obtains fee title to the real property for the
Project prior to the end of the Term, then the Obligor and the Housing Authority shall take the
necessary actions required to record a deed of trust against the Property to secure this Note and
the Obligor, nor any partner of the Obligor shall have any direct or indirect personal liability for
payment of the principal of, or interest on, this Note.
6. Manner and Place of Pqy . Payment due under this Note shall be payable in
lawful money of the United States of America at the principal office of the Housing Authority as
indicated in Section 7 below, or at such other address as the Housing Authority may designate in
writing.
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A,
7. Notices, Demands and Communications. Formal notices, demands, and
communications between the Parties shall be sufficiently given if, and shall not be deemed given
unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or
delivered by express delivery service, return receipt requested, or personal delivery with a
delivery receipt, as follows:
The Housing Authority:
The Housing Authority of County of Contra Costa
3133 Estudillo Street
Martinez, CA 94553
Obligor:
DeAnza Hardens
c/o DeAnza Housing Corporation
3133 Estudillo Street
Martinez, CA 94553
Such written notices, demands and communications may be sent in the same manner to
such other addresses as the affected entity may from time to time designate as provided in this
Section 7. Receipt shall be deemed to have occurred on the date shown on a written receipt as
the date of delivery, refusal of delivery, or the date the notice was returned as undeliverable.
OBLIGOR:
DEANZA HARDENS, a California Limited Partnership
By: DEANZA HOUSING CORPORATION, a
California nonprofit public benefit corporation, its
managing general partner
By:
Name:
Its:
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ASSIGNMENT AND ASSUMPTION AGREEMENT
RE: SERVICE CONTRACTS
(Assignment from Housing Authority to Partnership)
This Assignment and Assumption Agreement(the "Agreement") is entered into as of this
5th day of November, 2002, by and between, the Housing Authority of the County of Contra
Costa,a public body, corporate and politic (the "Housing Authority") and DeAnza Gardens, a
California Limited Partnership (the "Partnership") with reference to the following facts:
RECITALS
A. The Housing Authority owns fee title to certain real property located at Medanos
Avenue at Alves Lane in Ray Point, California("Land"). The Housing Authority will lease the
Land to the Partnership on which the Partnership will construct, own and operate a one hundred
eighty (180) unit multifamily housing project for low-income persons (the "Development");
B. The Housing Authority has entered into certain agreements with respect to
professional services and consulting related to the Development;
C. The Partnership has applied for, and was awarded, a reservation of federal low
income tax credits (the "Tax Credits")by the California Tax Credit Allocation Committee
("TCAC") for use in the development of the Development;
D. The Housing Authority desires to assign to the Partnership, and the Partnership
desires to accept from the Housing Authority the agreements and related obligations and rights of
the Housing Authority under certain agreements in connection with the development of the
Project;
E. The Partnership desires to release the Housing Authority from all obligations in
connection with such assignments; and
F. The consents to such assignments by various third parties are required.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the
parties hereto and for other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties mutually agree as follows:
1. Assignment by the Housing Authority. The Housing Authority hereby assigns
and delegates to the Partnership, all of the Housing Authority's right, title and interest in and
obligations under the following agreements and commitments:
843\04\162460.2
i. The agreement between Goldfarb & Lipman and the Housing Authority for legal
services dated May 8, 2002, and amended August 27, 2002 (the "Legal Services
Agreement");
ii. The agreement between Fred Consulting and the Housing Authority for financial
consulting services dated October 23, 2001 and amended July 15, 2002 (the "Financial
Consulting Agreement"); and
iii. The agreement between Kodama Disefio and the Housing Authority for
architectural services dated August g, 2001 and amended August 6, 2002 (the "Architects
Agreement").
2. Acceptance of Assignmenfi. The Partnership hereby accepts and hereby assumes,
agrees, and undertakes to perform all of the rights, obligations, covenants, and agreements of the
Housing Authority pursuant to the above-described agreements. Any reference to the Housing
Authority in the agreements described above shall be deemed a reference to the Partnership.
3. Release of the Housing Authority. The Partnership releases the Housing
Authority from all obligations imposed under any of the agreements described above in
paragraph 1.
4. Effective late. This Agreement shall be effective as of the date first written
above.
5. Representations. The Housing Authority hereby represents and warrants that it
has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights
under the agreements described above in paragraph 1.
This Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument.
843104\162460.2
Y
a
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
Housing Authority:
The Housing Authority of the County of
Contra Costa, a public body, corporate and
politic.
By:
Its:
PARTNERSHIP:
DeAnza Gardens, a California Limited
Partnership
By: DeAnza Housing Corporation, a
California nonprofit public benefit
corporation, its general partner
By:
Its:
843104\162460.2
A
EXHIBIT A-1
CONSENT TO ASSIGNMENT
Goldfarb & Lipman hereby consents to the assignment from the Housing Authority of the
County of Contra Costa, a public body, corporate and politic, (the "Housing Authority")to
IDeAnza Gardens, a California Limited Partnership of the Legal Services Agreement as set forth
above in paragraph 1(i), and to the release of the Housing Authority from all obligations in
connection with such agreement.
Goldfarb &Lipman
By:
Its:
843\04\162460.2
EXHIBIT A-2
CONSENT TO ASSIGNMENT
Fred Consulting hereby consents to the assignment from the Housing Authority of
the County of Contra Costa, a public body corporate and politic (the "Housing Authority")to
DeAnza Gardens, a California Limited Partnership of the Financial Consulting Agreement as set
forth in Paragraph 1(ii) above, and to the release of the Housing Authority from all obligations in
connection with such agreement.
Fred Consulting
By:
Its:
8431041162460.2
EXHIBIT A-3
CONSENT TO ASSIGNMENT
Kodama Diseflo hereby consents to the assignment from the Housing Authority of
the County of Contra Costa, a public body corporate and politic (the "Housing Authority") to
DeAnza Gardens, a California Limited Partnership, the Architect's Agreement as set forth above
in paragraph 1(iii), and to the release of the Housing Authority from all obligations in connection
with such commitment and agreement.
Kodama Diseflo
By:
Its:
943\04\162460.2