HomeMy WebLinkAboutMINUTES - 09162003 - C.50 TO; BOA-RD OF Sw: ERVISORS
S
FROM, Dennis M. Bares AiCP
- Director
Community Development
DATEz September 1 s 2003 s .
SUBJECT. Park Regency Multi-'Farnily Refunding Bonds. .
SPECIFIC RE `s( ) OR RECOMMENDATIONS(S) CK R U AND JUSTIFICATION
RECOMMENDATIONS
[)OPT Resolution authorizing the Issuance of$60,000;000 of Vadable Rate Demand
Muit;;-�arnily Housing Revenue Refunding Bonds, 2003 Series F, and acti,ons related
thereto.
F? &L € SRT
None. County costs associated with to Issuance of the bonds, and the associated
a0ministration are paid by the borrower,
F} �
,t'1
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
RECOMMENDATION OF COUNT�ADMINISTRATOR COM --
COMMITTEE APPROVE OTHER
SIGNATURE(S)- \111J
ACTION OF BOARD ONAPPROVED AS RECOMMENDED . OTHER.--
--A-
i`
VOTE OF SUPERVISORS
I HEREBY CERTIFY FRAY THIS IS A
UNANIMOUS (ABSENT r f . t N 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.
Contact. Jim Kennedy
3-1255
orig. Community Devic 4
ccs County Administrator ATTESTED
County CouInsel JOHN SWEETEN, CLERK OF THE
Redeveiopment Agency BOARD OF SUPERVISORS
AND THE COUNTY ADMINISTRATOR
via.. Community Development
Park Regency Partners, LLC BYl DEPUTE'
Orrick H rrr° ton & Sutcliffe
oifar Lipman,
Pacific Financial Management
W o \Yerso Aam\BoardOrders\BARD.par regency a bonds . S , 03
s
BACKGROUNDIREASONS FOR tMI-E ATJ
The Park Regency Apartments at Pleasant Hill BART arefinanced in part by County
:slued 4x9xrpt housing bonds, The property, which consists of 892 apartment
tis i Ci des 134 affordable housing units for very low-income households.
The property was previously suect to the issuance of mutt-far ily bonds in 1989 n the
amount of mill€ori; those 1989 bonds were refunded in 1992.
bormwerq Park Regency LLC, has requested a restructuring of the bonds toinclude
Federal National Mortgage Association (FNMA) guarantees and various other
conforming changes: ' nsi t nt with County practice, the County is agreeable to such
restructuring so iong as the term of the penof affordability i extended tern years.
Thla transacHon wlil result in a I 0-year extension of the afflordability tern from
December 2007 to December 2017. The Redevelopment Agency's i p it€ori and
Development Agreement will be similarly amended to reflect this transaction, and to
extend the tern of annual financial assistance payments, That action will ocr as a
separate matter,
Bond Sale Resoiuflon will accomp € h the iters listed in Attachment A,
ATTACHMENT
the Bond Sale R o ut onauthorizes y of
which foilows:
I Authorizes the issuance of variable rate multifamily housing
revenue refunding bonds in an amount not to exceed $60,000,000;
Approves the fora of Indenture between the County wnd US Bark
National Association as Trustee;
. Approves the form of F!nandng Agreement between the County,
the Trustee, and the Borrower, Park Regency, LLC; a California
limited flability corporation;
4. Approves the form of Bond Purchase Agreement between the
County,, and Goldman Sachs (the 'Underwriter), and the Borrower;
Approves form of Regulatory Agreements between the County, the
r€ steer and the Borrower;
Approve the form of Assignment and int r r ditor Agreement
between the 'County, the `trustee, the Federal National Mortgage
Association;
7e Approve, the form of OfficW Statement,
, Designates Goldman Sachs as the Underv,, t r for the Bonds;
. Designates Orrick Herrington tc€ff , LLP, as Bond Counsel;
10. Designates Pacif c Financia: Management as Financial Advisor to
the County;
11. Authorizes the mohair, Vice-Chair, County Administrator, Director of
Community Development, Deputy Director-Redeve'opment to
execute documents and to take such other actions necessary to
complete the sale of bonds, and actions related th rem.
RESOLUTION NO.
OF THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COS'T'A
` _-,NDL BONDS IN AN AGGREGATE P CIPL AM OUNT 't NOT TO
EXCEED $60,0;00,va'00 FOR THE PURPOSE OF MAXING A LOAN T
REF ANTC � ' RENT
S�S G PROJEC T ?TO" I .S
A "MRS RELATTENG Ta RETO, AND ARPROVINeG AND AST ON T
THE E CLTTION GF RELATED D AUT S A REE NQS AND
CT10_TIvS.
WHEREAS,the County cf Contra Costa(tne " ou ty") is xathorized p,,r.s part to
Sec-' 520`75 and foll--wing ofthe California Health and Safety Code Its- "pct"�to issue
r � r bonds for the purpose of financing, a o g of�i cr thin s, the acquisition and ccr straction
ofmult fa- d1v rental ous'g Yro;ects,
WHEREAS,AS, the County previously issued its Multifamily Housing Revenue
Bonds (Th-ce Park Regency), 7992 Sercs A (tlse "Prior Bonds") ib the original principal =cunt of
60,000,000, for the- �f aking a loan to:dark�e ericy Partners, the predecessor to Par;
egency, .,LC (the `B `rower"), to f ance a portion of the Borrower's acquisition and
construct,or �� � ��: �c�"�: �a�'r Ca �Pousi'1°1�ry de'�v opr SeT°t (t';-IC SGPIvjeCt99�js
WHEREAS, the fro cct consists of a 892-wait r Itifa illy r_-side tial rental
dev
�i pr c t generally as ` Park cys9 a ic�cate' at 3 i 0-3191 Oat oaf,
Walnut Creek, Califor-nia, aid wi i be owned. and vuerated by Pari Regency, ILL0,g
cCss r:595L7,�.2
40511-109 SAS
WHEREAS, Ulhe Borrower desires to ref-and the Prior Bonds;
WHEREAS, it is desirable and furthers the public purpose for the County to
assist i-n refia dir g the Prior Bods and re-financinng the Project by autnorizing the issuance of not
to exceed 6 r, 00,000 a g ogate principal a o�r�t of its Variable Rate De � ?��� lt.fa aly
Musing Revenue Refunding Bonds (The Park Regency), 2003 Seizes F (the " onds");
WHERE,AS, pursuant to Section 147 s of free internal Revenue Code of 1986
W, "Code".),
e".) the $+ 4 � Project
c+ f C 4 t
�t� e ��.� ;, : � _:r�anoin of�r�« �Y�:;��.t and t:�� issr�a�oe of,l�ae Bon-ds�y the �.o�r,.y s�. ve be
approved by be "applicable representative oft e Co=ty99 (as defined in the Code);
WHEREAS, the Board of Supervisors of me Ounty of Ontra Costa(the
"Board"), is the electees legislative body of be Mralty and isthe applicable elected representative
requKed to approve the refinancing of t'he Project and the Bonds under Section 147Uf) of the
,ode;
WHEREAS, pursuant to Section 147(f) of the Code, fhe Deputy Director—
Redevelopm-e t has, following notice duly given, held a public bearing regarding the financing of
the Project acrd the issuance of theBonds; and
WHEREAS, t1:e Boafd desires to approve the financing and be issuance of the
Bonds;
WHEREAS, there have beer.prepared and presented at tris meeting be
following doc me its required for the issuance of t1he Bonds, and such doour<ents are now in
substantia fog and appropriate instrunnerts to be executed and delivered for the p--poses
intended:
DocssF ;635270.2
405111-1109 SAS 2
Trust 1-n-de=nture (tire c Lnderft- e") to be entered into between the County and
t'le ".rustee namelr t ereM (the "ar stee"), providing for the aut-horization and issuance of
th_- o_nds7
j 2f Financing d a e6.iYd6SJA3.4 Q.s'G'Li�3i� LY3 k,�� VVSdb�b� i e `E2 L11 unciing AgreeYL ent") "o
e erste-Md into araoin the County, ,he Trustee and the Borrower3
3Second Arriendment to regulatory Agreement ert (the "Regulatory Agreemnent
Amend ent"), to be uttered into am.ong she Borrow-er, he County an-a' :he T stee,
Assi .ent and Interereditor Agreement (the Assi exit and Lnterdreditor
1- preer_nent")4o be entered into among the Co,,mty, the Tr st-ee and Fanm e Mae;
(5) Band oxchase Agreerruent (the "Bo=nd Purchase Agree-mer t"; to be entered
into among the County,the Borrower and Goldman, Sachs&Co. (the "Underwriter")s and
(6) Offioiae Statenaent for the Bonds the fi Official Statement;.
NOW, THEREFORE, B IT RESOLVED by the Board of Supervisors of the
County of Contra Costa, as follows:
Section 1. This Board hereby specifically fids an"d declares that the
statements, bindings P—nd detern^lnatios s of the County set forty move are tripe and Correct,
Section 2s Pursupmt to the AoV and the hadentare desc eld hieregr 9 dne County is
Hereby aufsorized to issue the Bonds. The Bonds shall be designated as "County o Contra Costa
Va .abie date, Defilla4d Multifamily s1ousin eve ue Reffunding Bonds (T'-e Y---r Regency),, 2003
Series F," in an aggregate principal at o- riot to exceed $60,000,000, -or Purposes of Sectio=n
`47M of the Code, t?e Boars 'hereby autnoriZes the issuance of Bonds by the Coljnty to refinance
the Project. The Bonds Shall be the fo= set forth in and otherwise in accordance wi=th the
indert re, sine Bonds s'-ail be executed by the naanual or Ales lle Signat. e of the Chair of he
'OCCSSF',:695270.2
4105'.1-109 SAS
Board of Supervisors, and attested by the rnmrmall or facsimile Signature of the Co3.��tda
Adi-ni dstrator and Clerk of the Board of Supervisors (the `Uerk7). 17heBon-ds shall be issued arnd
secured it accordance MAn the owns of the Lndenbzi e presented a.e this meet-ng, as applicable, and
be pq,naa d of the przi cipal of, redemption premium, if any, and interest on, the Bonds shall be
rn
ade solely 3mm the amourks and assets pledged thereto under the'ode$tmare. Tl--,e Bonds shall not
be deemed to constitute a debt or liability or me County.
Section 3. The fog of Inde dire, on We vim the Clerk, is hereby approved
a,--.d an A-at oizzed Officer ('as defined in the Indent—me) is hereby Wufl orized and directed to
execute and deliver tze 1ndenture its sLibstantial`y said fours, with such changes therein as Such
officers may require or approve, such approval to be conc.usively evade--aced by the execution and
delivery the;r-eof The date, rnaturitty date or dates (,'sh�sch sha l not extend beyond ja umry i, 2039),
irkeTest rate or dates (rv¢ ch AM riot exceed 12% per arms#, interest pay eb i dates,
denominations, fo-mm, registration privileges, manner of exec- ion, place of payment, terms of
reden ption and other tears of the.Bonds shall be as provided in the 1ndenti,.re as Nally executed.
Sectign 4. The iffirm, of Financing Agreement, on file with the Clerlk, is hereby
approved and an Aut'laorized Officer is hereby a=utl orized and directed to execute and deliver the
i ianicing Agreement in sabstani t al-ily said .56=, with suer c'nanges therein as such of-cess may
require or approve, s elh approval to be conclusively evidenced by the execution, and delivery
thereof
Section 5. 'l he Onn of faze Agulatory Agreerizent A e d sent, or,ale with be
;ler , is Hereby appYoved and an A :thorizeo Officer is hereby authorized and directed to execute
q
and ;saver the �?.egiLIatoryy A ree-meat A=iendinentl is substa—litially said forms, with such changes
DOCS S F i:695270.3
4051 M09 SAS 4
therein as such officers may requ re or approve, such approvall to be co°aclusiveiy evideiacdCIZ. by
the execs tioia and delivery fhereoma
Section 6. The form o=Assigr- ent and Intercreditor M-,ee e t, oinn file with
he Cleek, is hereby approved and an Authorized Of icer is hereby authorized and directed to
execute sand deliver tl c Assignment and Interc:.editor Agreernient in sabstantially said fours, wits
such cadges therein as such of cer may reTuire or approve, such kpProval to be conclusively
evidenced by the execution and delivery thereof.
Section 7. The forii of Bond Purchase Agreement, on file with the Clerk, is
here-y approved acid an Authorized Officer is hereby authorized and directed to execute wid deliver
tlae Bond -Puschase Aa ee eiaf in substantially said form, wifn such changes t'aereiia as such ofEcer
nay re :;ire or approve, suck approval to be conclusively evidenced by the execution a-id delivery
ereo"", mrovidea'8. However, that the ' derwritYr'S discount shall not exceed 1 Iof tme
principal a nos`nt.of t3 e Bonds.
Section 8. b he form of OffiCialtatenaeiat, on file with, the Clerk, is Hereby
approved wit'a such charges, additions 2.nd corrections as an Authorized Officer may hereafter
approve, and the Underwnter is hereby authorized to distribute copies of such OffFcial Statement to
persons ilio may be interested in purchasing the o-nds. An Authorized Officer is hereby
authorized and directed to sig" said Official Statement iia its final form and the Underwriter is
hereby autHob zed and directed to deliver copies of s.:_ch Official Stattemant in final fonn to the
-3urch asers o f tl?e Bonds,
Section 9. The Bands, when executed, shall be delivered to the Trustee for
-ad entication. The Trustee is hierebJ reQ:lested and directed to authenticate the Bonds by executing
'd'he Trustee's certificate of authentication appearing f ereon, and to deliver the Bonds, when, duly
4151 i-- ^s SAS
exec-uted and a fienticated, in accordance �r it written instrUctsdns executed arnd delivered on
behalf of the Cc ty by an Adt'oozed Officer, ori-fch lnsti-actions are Hereby aat dr zed and
,;_ccted to be exema:ed and delivered to the Trustees. Such ill structlons shall provide for the
dc"very of the Bonds upon.payment of tele parchase price thereof
Section 10. T he County hereby appoints 0mic C, Herrington& Sutcliffe LP,
San Francisco, Cali
is hereby authorized and directed to gave any such-conscQ approvaL rustics; order or repest and
to take arny Such action which such officer ay deee necessary or desirable to further the
rposes os this resolution and the financing of t e Project.
ectlou 13. ?hiis es'ballon sh.ai1 ake eff-ect upon its adoption.
DOcssM952M
4051 M09 SAS 7
PASSED AND ADOPTED THHS s 6�. day of September, 2003.
NOES: NONE
A3 SE "t: WEE
# `v
Chair of the Board of Sa-p--rv-'sors
ATTEST: Joy Sweeten, ComtyAinistrator
ark Clerk. of the Board o�Supervisors
e 3Ly C—er
cc, Community Develop er`:
DOCSSr I:695270.2
405 i 11-I09 SAS
CLERK'S CERTIFICATE
Deputy Clerk of the Board of Supervisors
of t ie Coun- ty cif Cont.,a Costas wereby certify that the foregoing is a'U 1, tree a_ad correct dopy of
a r.-sollatso duly adopted at a,Regula e-_6 of the Boars of Supervisors of said County duly
and re laray held., at the regular meeting place thereof on September 16, 20039 of which meetirl,g
ail of tie mer kers ea said Board of Superv'sors had due not`rx a_nd at wlieli a mai ority tlhereof
were present, and that at said meetir-Ig said resolution was adopted by the following vote:
AYES; Sid'1G101A, - A
NOES:
,A 5 '
Am ager-da of said rneeti Ig was posted at bast 72 ours before said meeting at 65 K
Pine Street, Martinez, California, a loeatid»f-eesy accessible to members of the public, and a
brief general. descri:�tio of said resolution appeared or, said agendao
I farther cerdi y that I have ea efuizy corn-oared the samne whin the original
IMMetes of said rneet b R dna" file and,o frecord iii ray office' twat the fbregom.g resolution is a f.1 ,
true and Correct copy of the original. resolution adopted at said meeting and entered insaid
min des;. arida that said reso'l, iori has not been&, ended, modi edl or rescinded since the date o:
i'vs adoption, and the same is now 511 ill force and effect.
WIT,NEE SS my hard and tie sea; ofthe County of Contra Costa this
day of_qk �5 2003.
John Sweeter-, County Adn,. inistrator and
Clerk of the Board of Supervisors
SEA--:
Deputy Oxer
DC)CSSe::695E70.2
40511-110 SAS