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HomeMy WebLinkAboutMINUTES - 09212004 - C.66 rev Centra Costa County TO: BOARD OF SUPERVISORS FROM: Dennis M. Barry, AICP Community Development Director DATE: September 28, 2004 SUBJECT: Marina Heights Apartments Financing, Pittsburg SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT Resolution authorizing the issuance of tax-exempt bonds in an amount not to exceed $14.7 million for the acquisition and rehabilitation of the Marina Heights Apartments, Pittsburg and actions related thereto. FISCAL IMPACT None. The bonds are entirely secured by a revenue pledge and reserve accounts. The County is compensated for its cost of issuance and annually for monitoring expenses. CONTINUED ON ATTACHMENT: X YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF " ARD COMMITTEE APPROVE OTHER SIGNATURE(S): �, ACTION OF BOAR ONri APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS {ABSENT - y ) 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 335-1255 orifi: Community Development .. r 'ix > ��� �, ,! cc: County Administrator ATTESTED, r:,� w- ,. County Counsel JOHN SWEETEN, CLERK OF/THE Redevelopment Agency BOARD OF SUPERVISORS via: Community Development AND THE COUNTY ADMINISTRATOR * Steadfast Properties • Orrick Herrington & Sutcliffe BY -, DEPUTY • City of Pittsburg G:\CDBG-RE'DEV\reclev\LNoble\Personal\Board Orders and Greenies\BOARD.marinaheights.9.04.doc BACKGROUND/REASONS FOR RECOMMENDATIONS On July 13,2004 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds for the acquisition and rehabilitation of the Marina Heights Apartments, Pittsburg. Since that time the County has received the necessary authority from the California Debt Limit Allocation Committee to issue private activity bonds for the project. The property is to be owned by Steadfast Marina Heights, L.P., a California limited partnership. The City of Pittsburg is loaning the developer $1.4 million from its Redevelopment Housing Set-Aside funds. The Marina Heights Apartments are a 200-unit project located at 2 Marina Blvd.,Pittsburg. The project is acquisition/renovation affordable housing project with a plan of finance as set forth below: Construction Period Financing: Tax Exempt Bond Loan $14,696,013 Pittsburg Redevelopment Funds$ 1,400,000 Tax Equity Investor $ 6,080,165 Deferred Developer Fees $ 1,363,324 Income from Operations $ 327.081 Total $23,539,502 Permanent Financing: Tax Exempt Bond Loan $14,696,013 Pittsburg Redevelopment Funds$ 1,400,000 Tax Credit Equity Investor $ 6,755,739 Deferred Developer Fee $ 1,006.750 Total $23,539,502 The proposed financing is consistent with County policies to increase the supply of affordable housing. The resolution before you provides the necessary authority to sell such bonds. The bond sale resolution authorizes a number of actions, a summary of which is provided as Attachment A. The following is additional background on the project and the financing. The Bond Regulatory Agreement as well as Regulatory Agreements for the other financing sources will result in the following distribution of affordable units for fifty-five years: Target Group No of Units Very Low Income 20 @ 50%AMI Low Income 178 @ 60%RMI Manager's Units 2 The proposed financing and the credentials of Steadfast Marina Heights Apartments, L.P., a California limited partnership have been thoroughly evaluated by staff. Steadfast Properties is the for-profit developer of the project. With the County Steadfast Properties has completed the acquisition and renovation of the Hilltop Commons and Hidden Cove projects in the Tara Hills/Montaivin area,and Bay Point respectively. Steadfast Properties has completed 32 affordable housing projects in California alone, totaling over 10,100 units. The bonds to be issued will finance the acquisition and renovation of the Marina Heights Apartments. The bonds will be secured by a pledge of rents and reserve accounts. The bonds will be sold on a private placement basis. The bonds will be unrated. The proposed issuance of unrated bonds complies with the County's adopted polices for the issuance such bonds, including independent financial review of the real estate, large denomination bonds only, sophisticated investor requirements, and continuing investor requirements. No pledge of County revenues is involved in securing the bonds. G:\CDBG-REDEV\redev\LNoble\Personal\Board Orders and Greenies\BOARD.marinaheights.9.04.doc ATTACHMENT A The Bond Sale Resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of revenue bonds in an amount not to exceed$14,700,000; 2. Approves the form of Master Pledge and Assignment between the County,and U.S. Bank National Association as Agent and Pledge Holder; 3. Approves the form of Master Agency Agreement between the County,and U.S.Bank National Association; 4. Approves form of Regulatory Agreement between the County, and the Borrower— Steadfast Marina Heights, L.P.; 5. Designates Orrick Herrington&Sutcliffe,A Professional Law Corporation, as Bond Counsel; 6. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development, Deputy Director-Redevelopment to execute documents and to take such other actions necessary to complete the sale of bonds, and actions related thereto. RESOLUTION NO. 2o04149.o OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $14,700,000 TO FINANCE A PORTION OF THE ACQUISITION AND REHABILITATION OF A MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN AS MARINA HEIGHTS APARTMENTS; DETERMINING AND PRESCRIBING CERTAIN MATTERS AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATER THERETO; RATIFYING ANY ACTION HERETOFORE 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, among other things, the acquisition and rehabilitation 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 income persons; WHEREAS, the County desires to participate in the financing of the acquisition and rehabilitation of a 200-unit multifamily rental housing development generally known as Marina Heights Apartments (the "Project'), which will be owned and operated by Steadfast Marina Heights, L.P., a California limited partnership, and entities related thereto (collectively,the "Borrower"), and in order to do so Intends to sell and issue not to exceed $14,700,000 of its DOCSSF t:769787.3 40511-124 378 multifamily housing revenue bonds in one or more series (as more fully described herein, the "Bonds"),and cause the proceeds thereof to be loaned to the Borrower,thereby reducing the cost of the Project and assisting in providing housing for very low income persons; WHEREAS, the County expects to receive on September 22, 2004 an allocation in the amount of$14,700,000 from the California Debt Limit Allocation Committee in connection with the Project; 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 farm and appropriate instruments to be executed and delivered for the purposes intended: (1) Master Agency Agreement (the "Agency Agreement") to be entered into between the County and U.S. Bank National Association, as holder of the Bonds (the "Bank"), and as agent of the County(the"Agent"); (2) Master Pledge and Assignment (the "Pledge and Assignment")to be entered into among the County,the Agent and the Bank; (3) Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement")to be entered into between the Borrower and the County; NOW, THEREFORE, BE IT RESOLVED 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 Pledge and Assignment, the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa Multifamily Housing Revenue Bonds (Marina Heights Apartments Project) Series 2004-C," in an DOCSSFI:769787.3 40511-124 378 2 aggregate principal amount not to exceed$14,700,000. The Bands shall be in the form set forth in and otherwise in accordance with the Pledge and Assignment. The Bonds shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors, and attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors (the "Clerk"). The Bonds shall be issued and secured in accordance with the terms of the Pledge and Assignment presented at this meeting, as applicable, and the payment of the principal of, redemption premium, if any, and interest on,the Bonds shall be made solely from the amounts and assets pledged thereto under the Pledge and Assignment. The County is hereby authorized to sell the Bonds to the Bank. The Bonds shall not be deemed to constitute a debt or liability of the County. Section 3. The form of Pledge and Assignment, on file with the Clerk, is hereby approved and an Authorized Issuer Representative (as defined in the Pledge and Assignment) is hereby authorized and directed to execute and deliver the Pledge and 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. The date, maturity date or dates (which shall not extend beyond October 1, 2044), interest rate or rates(which shall not exceed 12% 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 Pledge and Assignment as finally executed. Section 4. The form of Agency Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is hereby authorized and directed to execute and deliver the Agency Agreement in substantially said form, with such changes therein as such DOCSSF2:769787.3 40511-124 378 3 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 Issuer Representative 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 7. The Bonds, when executed, shall be delivered to the Agent for registration. The Agent is hereby requested and directed to register the Bonds by executing the certificate of registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to or at the direction of the purchasers thereof in accordance with the fledge and Assignment. Section S. The Board hereby appoints Orrick, Herrington& Sutcliffe LL.P., San Francisco, California, as bond counsel. Section 9. 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 Issuer Representative 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 Pledge and Assignment, the Agency 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 DOCSSF t:769787.3 40511-124378 4 resolutions heretofore adopted by the County and otherwise in order to carry out the financing of the Project. Section 10. All further consents, approvals, notices, orders, requests and other actions permitted or rewired 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 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 Issuer Representative without further authorization by this Board of Supervisors, and such Authorized Issuer Representative 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 mer the purposes of this resolution and the financing of the Project. Section 11. This Resolution shall take effect upon its adoption. DOCSSF1:764787.3 40511-124 378 5 PASSED AND ADOPTED THIS 21st day of September, 2004. AYES: SUPERVISORS GIOIA,UILK MA,GREENBERG,DeSAULNIER AND GLOVER NUBS: NONE ABSENT:N O N E t Chair of the Beard of Supervisors ATTEST: John Sweeten, County Administrator and Clerk of the Board of Supervisors Deputy Clerk cc: Community Development DOCSSF 1:769787.3 40511-124 378 6 CLERK'S CERTIFICATE I, L E N A O' N E A L ,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 September 21, 2004,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 GIOIA,UILKEMA,GREENBERG,DPSAULNIER AND GLOVER NOES: NONE ABSENT: NONE An agenda of said 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 foregoing resolution is a full,true and correct copy of the original resolution adapted 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 I i s tday of SEPTEMBER 12004. John Sweeten, County Administrator and Clerk of the Board of Supervisors [SEAL] Deputy Clerk DOCSSFI:7697$7.3 40511-124 J78