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HomeMy WebLinkAboutMINUTES - 08151989 - 1.56 1-656 TO: BOARD OF SUPERVISORS FROM: Harvey E. BragdonContra Director of Community Development (9 DATE: August 15, 1989 Costa County SUBJECT: Bond Sale Resolution - Park Regency Apartment Project SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Adopt resolution authorizing the sale of multi-family mortgage revenue bonds for the Park Regency Apartments, Pleasant Hill BART Station Area, and actions related thereto. FISCAL IMPACT No general fund monies are involved. The bonds are secured entirely by revenues pledged under the Indenture. No obligation, moral or otherwise, exists as a result of this action. On-going costs of the County in monitoring compliance with affordability requirements are to be paid by the developer. BACKGROUND/REASONS FOR RECOMMENDATIONS On April 11 , 1989, the Board of Supervisors adopted Resolution 89/217 stating its conditional intent to issue bonds to finance all or a portion of the Park Regency Apartments, an 892 unit multi- family development in Area 3 of the Pleasant Hill BART Station Area. On June 6 , 1989, the Board authorized the submittal of an application to the State of California for the necessary authority to issue multi-family tax exempt bonds for the project. The state granted the requested authority on June 28, 1989. On April 11 the Contra Costa County Redevelopment Agency approved a Disposition and Development Agreement (DDA) providing for Agency assistance in CONTINUED ON ATTACHMENT: X YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATIO BO COMMI E APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED _ OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE A13SENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. cc: Community Development ATTESTED AUG 15 1989 CAO PHIL BATCHELOR, CLERK OF Auditor-Controller THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR Attachment BYZ DEPUTY RA38/jb/bondsale.bos assembling the development site and indirectly financing the development. The project is generally located in Development Area 3 (as designated in Pleasant Hill BART Specific Plan) , in the unincorporated Pleasant Hill BART Station Area. The developer is G.B.W. Properties, Los Angeles. The Park Regency development has received its development approvals from the County. Housing Affordability. The Park Regency development of 892 units will contain 134 affordable units pursuant to State Redevelopment Law and the DDA with the Redevelopment Agency. Eighty-five of the units will be reserved for, and affordable to, very low income persons in a 422 unit phase to be provided for the financing contemplated by this sale of tax exempt bonds. The tax exempt bonds to be issued will have security in the form of a letter of credit issued by Security Pacific National Bank. The underwriters for this transaction are Security Pacific Merchant Bank as senior manager and Bancroft, Garcia, & Lavell as co-manager. Bancroft, Garcia, & Lavell is a minority owned business enterprise. The underwriters were determined pursuant to adopted Board policy in determining underwriters. The Trustee, State Street Bank, of California, was selected through a competitive bidding process. The bond sale resolution authorizes a number of actions, a summary of which is provided in Attachment A. APPENDIX A 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 $40 million; 2. Approves the form of Indenture between the County and the State Street Bank of California, as Trustee; 3 . Approves the form of Bond Purchase Agreement between the County, Developer and Security Pacific Merchant Bank and Bancroft, Garcia, & Lavell as senior and co-managing Underwriter respectively; 4. Approves form of Loan Agreement between County, Trustee, Developer and Security Pacific National Bank; 5. Approves form of Regulatory Agreement between County, Trustee and Developer; 6 . Approves form of Official Statement; 7. Designates Security Pacific Merchant Bank and Bancroft, Garcia, & Lavell as Underwriters; 8. Designates Orrick, Herrington, & Sutcliffe as Bond Counsel; 9. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development, Deputy Director - Redevelopment to take such other actions necessary to complete the sale of bonds and assistance related thereto. ' JK/jb ra38/bondsale.bos i RESOLUTION NO. _afl,.5-SY6 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY MORTGAGE REVENUE BONDS, 1989 SERIES B (THE PARK REGENCY PROJECT) , AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE, LOAN AGREEMENT, REGULATORY AGREEMENT, OFFICIAL STATEMENT AND PURCHASE AGREEMENT AND APPOINTING AN INVESTMENT FIRM, AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act" ) authorizes counties to incur indebtedness for the purpose of financing the construction or development of multifamily rental housing and for the provision of capital improvements in connection with and determined necessary to such multifamily housing, and the Act provides a complete, additional and alternative method for doing the things authorized thereby; WHEREAS, the Board of Supervisors (the "Board of Supervisors" ) of the County of Contra Costa (the "County" ) hereby finds and declares that it is necessary, essential and a public purpose for the County to engage in a program (the "Program" ) of financing the construction and development of multifamily rental housing, and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; 0277A WHEREAS, this Board of Supervisors hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, Park Regency Partners (the "Partnership" ) , a California general partnership, has requested that the County issue and sell the Bonds (hereinafter defined) for the purpose of financing the construction and development of a multifamily rental housing project (the "Project" ) located within Area 3 and a portion of Area lA of the Pleasant Hill BART Station Area in the unincorporated area of the County; WHEREAS, the County has applied to and received from the State of California Debt Limit Allocation Committee ( "CDLAC" ) an allocation to issue bonds to finance a qualified residential project in an amount of not to exceed $40 , 000 , 000 in accordance with Section 146 of the Internal Revenue Code of 1986 (the "Code" ) and Chapter 11 . 8 of Division 1 of Title 2 of the California Government Code; WHEREAS, in order to secure the repayment of the loan of proceeds of the Bonds (hereinafter defined) , the Partnership will deliver a letter of credit or other form of security authorized pursuant to the terms of the Indenture (hereinafter defined) for the benefit of the holders of the Bonds, the initial letter credit to be established by Security Pacific National Bank (the "Credit Bank" ) ; 2 0277A WHEREAS, in order for the interest on the Bonds (hereinafter defined) to qualify for exclusion from gross income for purposes of federal income taxation under Section 103 of the Code, the Bonds must be approved by the applicable elected representative of the governmental unit which will issue the Bonds and the governmental unit the geographic jurisdiction of which contains the site of the Project , such approvals to be made in accordance with Section 147(f) of the Code; WHEREAS, the Project is located wholly within the unincorporated area of the County; WHEREAS, this Board of Supervisors is the elected legislative body of the County and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(f) of the Code; WHEREAS, a notice of a public hearing with respect to a plan of financing, including the proposed issuance of the Bonds, was published in the Contra Costa Times , a newspaper of general circulation in the County, on July 24 , 1989 ; WHEREAS, on August 7, 1989 said public hearing was held before a staff member of the Community Development Department, an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds and comments were made and responded to in writing 3 0277A by the Deputy Director-Redevelopment of the Community Development Department; WHEREAS, all conditions, things and acts required to exist , to have happened and to have been performed precedent to and in the issuance of the Bonds and the implementation of the Program as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act; NOW, THEREFORF BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows : 1 . This Board of Supervisors does hereby find and declare that the above recitals are true and correct . 2 . Pursuant to the Act and the Indenture (hereinafter defined) , revenue bonds of the County, designated as "County of Contra Costa Variable Rate Demand Multifamily Mortgage Revenue Bonds , 1989 Series B (The Park Regency Project) " in an aggregate principal amount not to exceed $40 , 000 , 000 (the "Bonds" ) , are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors (the "Chair" ) , the seal or facsimile of the seal of the County shall be reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk 4 0277A of the Board of Supervisors (the "County Administrator" ) , in the form set forth in and otherwise in accordance with the Indenture (as hereinafter defined) . 3 . The proposed form of indenture (the "Indenture" ) between the County and State Street Bank and Trust Company of California, N.A. (the "Trustee" ) , in substantially the form presented to this meeting, is hereby approved. Any one of the Chair , the Vice-Chair of the Board of Supervisors (the "Vice-Chair" ) , the County Administrator , the Director of Community Development, the Deputy Director-Redevelopment of the Community Development Department and the Senior Housing Planner (the "Designated Officers" ) is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Indenture upon consultation with the Director of Community Development and Bond Counsel to the County ( including such additions or changes as are necessary or advisable in accordance with Section 11, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $40 , 000 , 000 or result in an 5 0277A initial stated interest rate on the Bonds in excess of 120 per annum) , the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Indenture. The date, maturity dates , interest rate or rates , 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. 4 . The proposed form of loan agreement (the "Loan Agreement" ) among the County, the Partnership and the Trustee, in substantially the form. presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Loan Agreement , and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Loan Agreement , in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Loan Agreement upon consultation with the Director of Community Development and Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, the approval of such changes to be conclusively evidenced by the execution, delivery and attestation of said Loan Agreement . 6 0277A 5 . The proposed form of regulatory agreement and declaration of restrictive covenants (the "Regulatory Agreement" ) among the County, the Trustee and the Partnership, in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Regulatory Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Regulatory Agreement upon consultation with the Director of Community Development and Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11 , the approval of such changes to be conclusively evidenced by the execution and delivery of said Regulatory Agreement . 6 . The proposed form of intercreditor agreement (the "Intercreditor Agreement" ) among the County, the Credit Bank and the Trustee, in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Intercreditor Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing 7 0277A the Intercreditor Agreement upon consultation with the Director of Community Development and Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11, the approval of such changes to be conclusively evidenced by the execution and delivery of said Intercreditor Agreement . 7 . The proposed form of bond purchase agreement (the "Purchase Agreement" ) among the County, the Partnership and Security Pacific Merchant Bank and Bancroft , Garcia & Lavell , Inc . (the "Underwriters" ) , in substantially the form presented to this meeting and the sale of the Bonds pursuant thereto, is hereby approved. Any one of the Designated Officers of the County is hereby authorized and directed, for and in the name and on behalf of the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Agreement (when such offer is made and if such offer is consistent with Section 3) and to execute and deliver said Purchase Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase Agreement upon consultation with the Director of Community Development and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Purchase Contract . 8 0277A 8 . The proposed form of official statement relating to the Bonds (the "Official Statement" ) , in substantially the form presented to this meeting, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to execute the Official Statement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the . Designated Officer executing the Official Statement upon consultation with the Director of Community Development and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Official Statement . The Underwriters are hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds . Distribution by the Underwriters of a preliminary official statement relating to the Bonds , if any, is hereby approved and authorized. 9 . 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 and registration appearing thereon, and to deliver the Bonds , when duly executed and authenticated, to the Underwriters in accordance 9 0277A with written instructions executed on behalf of the County by any one of the Designated Officers , which instructions said Designated Officer is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Agreement , upon payment of the purchase price therefor . 10 . It is the purpose and intent of this Board of Supervisors that this resolution constitute approval of the Bonds in the amount of $40 , 000 , 000 by the applicable elected representative of the County in accordance with Section 147(f) of the Code. 11 . All actions heretofore taken by the officers and agents of the County with respect to the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the County, including the Designated Officers , are 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 which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and resolutions heretofore adopted by the 10 0277A County and in order to carry out the Program, including but not limited to those certificates , agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement , the Purchase Agreement , the Intercreditor Agreement and the other documents herein approved and any certificates , agreements or dgcuments as may be necessary to further the purpose hereof or evidence credit support or additional security for the Bonds , . but which shall not create any obligation or liability of the County other than with respect to the revenues and assets derived from the proceeds of the Bonds . 12 . The County Community Development Department is hereby designated as administrator of the Program. 13 . Orrick, Herrington & Sutcliffe is hereby retained as bond counsel to the County. 14 . Security Pacific Merchant Bank and Bancroft , Garcia & Lavell , Inc . are hereby appointed as underwriters to the County. 15 . Caine Gressel Midgley Slater Incorporated is hereby appointed financial advisor to the County. 16 . This resolution shall take effect immediately upon its adoption. 11 0277A PASSED AND ADOPTED this 15th day of August , 1989 , by the following vote: AYES: Supervisors Powers, Fanden, Schroder, McPeak, Torlakson NOES : None ABSTAINING: None ABSENT: None /1Y Di S_�it Chair , Boar Sof Supervisors of of Contra Costa County ATTEST: Phil Batchlor County Administrator and Clerk of the Board of Supervisors By � Deputy Clerk 12 0277A