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HomeMy WebLinkAboutMINUTES - 09192006 - C.81 F r= Contra P� Costa ot A� County TO: BOARD OF SUPERVISORS FROM: Dennis M. Barry, AICP, Director of Community Development DATE: September 12, 2006 SUBJECT: Creekview Apartment Financing, San Ramon Area (Dougherty Valley) SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT Resolution authorizing the issuance of additional tax exempt bonds for the development of the Creekview Apartments, San Ramon area, and actions related thereto. FISCAL IMPACT None. The bonds are entirely secured by a revenue pledge, a credit guarantee and reserve accounts. The bonds are credit enhanced with a Federal Home Loan Mortgage Corporation (Freddie Mac) guarantee. The County is compensated for its costs of issuance, and annually for monitoring expenses. No County Funds are pledged to secure the bonds. BACKGROUND/REASONS FOR RECOMMENDATIONS See next page. . CONTINUED ON ATTACHMENT: _X_ YES SIGNATURE- -"RECOMMENDATION OF EXECUTIVE DIRECTOR ECOMM DATION OF A ENCY COMMITTEE ----APPROVE OTHER SIGNATURE(S): ` ACTION OF AG Y/ON 1d��cr �-APPROVED AS RECOMMENDED OTHER S ERVISOR VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS/AGENCY ON THE Contact: Jim Kennedy DATE SHOWN. 5-7225 orig: Community Development cc: County Administrator ATTESTE County Counsel Redevelopment Agency JOHN CULLEN, CLERK OF via Community Development THE BOARD OF SUPERVISORS/ * Fairfield Residential * Jones Hall BY , DEPUTY G:\CDBG-REDEV\redev\LNoble\Personal\Board Orders and Greenies\BOARD.Joint.RDA.hiddencove.8.06.doc 1 BACKGROUND/REASONS FOR RECOMMENDATIONS On June 17, 2003 the Board of Supervisors approved the issuance of $29 million in mortgage revenue bonds to finance the construction of the Creekview Apartments, San Ramon area(Dougherty Valley) (the"Original Bonds"). On July 2, 2003 the County issued the Original Bonds. The documentation approved as a part of the Original Bonds contemplated that the County might, at a later date, issue an additional amount of Bonds estimated to be in the amount of $3 million. These additional bonds would cover costs in excess of estimated costs at the time. Since that time the Developer, Fairfield Creekview L.P., a California Limited Partnership (the"Developer") proceeded to complete the project. Additional costs of construction were incurred and the Developer has requested that the County issue an additional $3.2 million in Bonds. The County has secured the necessary authority to issue the Additional Bonds in the amount of $3.2 million from the California Debt Limit Allocation Committee. Staff is recommending that the Board of Supervisors adopt a Resolution authorizing the issuance of the Additional Bonds. The Creekview Apartments, which have been renamed Muirlands at Windemere, are a 350-unit project located at the southwest corner of Bollinger Canyon Road and Harcourt Way. The property is an affordable housing project subject to the provisions of the Dougherty Valley Affordable Housing Program (DVAHP). The required period of affordability is fifty-five years pursuant to the bond program Regulatory Agreement. This is 25 years more than the affordability period minimally required for the DVAHP. The structure of the legal documents for the transaction have been set up to maintain the DVAHP Regulatory Agreement throughout its term, so if the project owner and the bond transaction were to default for any reason the County's DVAHP affordability requirements would be preserved. The proposed financing is consistent with County policies to facilitate the production 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 bonds to be issued will finance.the development of the Creekview Apartments. The bonds will be secured by a pledge of rents and reserve accounts and will have a guarantee from Freddie Mac. The bonds will be sold on a public basis. The bonds will be rated AAA. The.bonds are to be issued in one series - 2006 Issue B (Creekview Apartments) in an amount not to exceed $3,200,000. No pledge of County revenues is involved in securing the bonds. G:\CDBG-REDEV\redev\LNoble\Personal\Board Orders and Greenies\BOARD.Joint.RDA.hiddencove.8.06.doc 2 ATTACHMENT A The Bond Sale Resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of additional variable rate demand multifamily housing revenue bonds in an amount not to exceed $3,200,000; 2. Approves the form of Amended and Restated Indenture between the County and Union Bank as Trustee; 3. Approves the form of Amended and Restated Financing Agreement between the County, the Trustee, and the Borrower, Fairfield Creekview, L.P., a California limited partnership; 4. Approves the form of Bond Purchase Agreement between the County, and Capmark Securities, Inc. (the Underwriter), and the Borrower; 5. Approve the form of Amended and Restated Intercreditor Agreement between the County, the Trustee, the Federal Home Loan Mortgage Corporation, and Union Bank, the construction lender. 6. Approve, the form of Supplement to the Official Statement; 7. Designates Capmark Securities, Inc. as the Underwriter for the Additional Bonds; 8. Designates Jones Hall, A Professional Law Corporation, as Bond Counsel; and 9. 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. G:\cDBG-REDEV\redev\LNoble\Personal\Board Orders and Greenies\BOARD.Joint.RDA.hiddencove.8.06.doc 3 RESOLUTION NO. 2006/577 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE OF AN ADDITIONAL $3,200,000 OF COUNTY OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (CREEKVIEW APARTMENTS) SERIES 2003B, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS, AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the "County") is authorized pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") to issue revenue bonds to provide funds to finance multifamily rental housing facilities; and WHEREAS, Fairfield Creekview L.P., a California limited partnership (the "Borrower") has previously requested that the County issue and sell revenue bonds to assist in the financing of the acquisition, construction and equipping of a 350-unit rental housing facility located in the City of San Ramon to be known as Muirlands at Windemere (and previously known as Creekview Apartments) (the "Project"); and WHEREAS, the County, on July 2, 2003, the County issued its $29,000,000 aggregate principal amount of its Variable Rate Demand Multifamily Housing Revenue Bonds (Creekview Apartments), Series 2003B (the "Original Bonds"); WHEREAS, the Borrower, at the time of the issuance of the Original Bonds, had indicated that it might, at a later date, request the County to issue approximately $3,000,000 of additional bonds (the "Additional Bonds") for the Project at a later date due to possible increased costs of constructing the Project, and might request the County to issue such Additional Bonds; and WHEREAS, the Borrower has now requested that the County now issue the Additional Bonds to provide additional financing for the Project; and WHEREAS, the Deputy Director-Redevelopment of the Community Development Department of the County (the "Deputy Director-Redevelopment") has held a public hearing on the proposed issuance of the Additional Bonds, as required under the provisions of the Internal Revenue Code applicable to tax-exempt bonds, following published notice of such hearing; and WHEREAS, there have been prepared various documents with respect to the issuance of the Additional Bonds, copies of which are on file with the Deputy Director-Redevelopment, and this Board of Supervisors now desires to approve the issuance of the Additional Bonds and the execution and delivery of such documents by the County; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Additional Bonds 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; and NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: 1. The County hereby finds and declares that the above recitals are true and correct. 2. Pursuant to the Act and the Indenture (hereinafter defined), an additional series of revenue bonds of the County designated as "County of Contra Costa Variable Rate Demand. Multifamily Housing Revenue Bonds (Creekview Apartments) Series 20036" in an aggregate principal amount of not to exceed $3,200,000 (the "Additional Bonds") are hereby authorized to be issued. The Additional Bonds shall be executed by the manual or.facsimile signature of the Chair of the Board of Supervisors (the "Chair"), the Director of the Community Development Department (the "Director") or the Deputy Director-Redevelopment, the manual 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 of the Board of Supervisors (the "County Administrator"), in the form set forth in and otherwise in accordance with the Indenture. 3. The Amended and Restated Trust Indenture relating to both the Original Bonds and the Additional Bonds (the "Indenture"), by and between the County and Union Bank of California, N.A., as trustee (the "Trustee"), in the form on file with the Deputy Director- Redevelopment, is hereby approved. Any one of the Chair, the Director and the Deputy Director-Redevelopment (collectively, 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 said form, together with such additions thereto or. changes therein as are recommended or approved by the Designated Officer executing the Indenture upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 7 hereof, provided that no additions or changes shall authorize an aggregate principal amount of the Additional Bonds in excess of the amount set forth in Section 2 above), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Indenture by the County. The date., maturity dates, interest rate modes, privileges, manner of execution, place of payment, terms of redemption and other terms of the Additional Bonds shall be as provided in the Indenture as finally executed. 4, The Amended and Restated Financing Agreement relating to both the Original Bonds and the Additional Bonds (the "Financing Agreement") among the County, the Trustee and the Borrower, in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Financing Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Financing Agreement upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 7 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Financing Agreement by the County. 5, The Amended and Restated Regulatory Agreement and Declaration . of Restrictive Covenants relating to both the Original Bonds and the Additional Bonds, among the County, the Trustee and the Borrower (the "Regulatory Agreement") in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is 2 RESOLUTION NO. 1000/S77 hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Regulatory Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Agreements upon consultation with the Deputy Director_Redevelopment and Bond Counsel to the County (including such additions or changes as are.necessary. or advisable in accordance with Section 7 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by the County. 6. The Amended and Restated Intercreditor Agreement relating to both the Original Bonds and the Additional Bonds (the "Intercreditor Agreement") among the County, the Trustee, and the Federal Home Loan Mortgage Corporation, in the form on file with the Deputy Director- Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Intercreditor Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Intercreditor Agreement upon consultation with the Deputy. Director- Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 7 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Intercreditor'Agreement by the County. 7. The Bond Purchase Agreement for the Additional Bonds (the "Purchase Contract") among the County, Capmark Securities Inc. (the "Underwriter"), and the Borrower in the form on file with the Deputy Director-Redevelopment, 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 accept the offer of the Underwriter to.purchase the Additional Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 2 of this Resolution) and to execute and deliver the Purchase.Contract in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase Contract upon consultation with the Deputy Director- Redevelopment and Bond Counsel to the County, including such additions or changes as are necessary or advisable (provided that no such change shall increase the aggregate principal amount of the Additional Bonds over the amount specified in Section 2 above and the Underwriter's fee and/or discount shall not be in excess of 1.00% of the principal amount of the Additional Bonds sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the County. 8. The Supplement to the Official Statement relating to the Bonds (the "Supplement") in the form on file.with the Deputy Director-Redevelopment, is hereby approved. If the County is requested to execute the Supplement, 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 Supplement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Supplement upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Supplement by the County The Underwriter is hereby authorized to distribute copies of the Supplement to the owners of the Original Bonds and to persons who may be interested in the purchase of the Additional Bonds, and is directed to deliver such copies to the owners of the Original Bonds and all actual purchasers of the Additional Bonds. 3 R r.W 1,111TION NO. 20061S77 9. The Additional Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Additional Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Additional Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the County by any one of the Designated Officers of the County, which instructions said 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 Additional Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. 10. The firm of Capmark Securities Inc., is hereby designated as Underwriter for the Additional Bonds. The fees and expenses of such firm for matters related to the Additional Bonds shall be payable solely from the proceeds of the Additional Bonds or contributions by the Borrower. 11. The law firm of Jones Hall, A Professional Law Corporation, is hereby designated as Bond Counsel to the County for the Additional Bonds. The fees and expenses of such firm for matters related to the Additional Bonds shall be payable solely from the proceeds of the Additional Bonds or contributions by the Borrower. 12. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Additional 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 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 Additional Bonds in accordance with this Resolution, including but not limited to any other certificates, agreements and other documents described in the Indenture, the Financing Agreement, the Regulatory Agreement,the Official Statement, the Purchase Contract and the other documents herein approved. 4 .&VOLUTION NO. 2006/�� 13. This Resolution shall take-effect immediately upon its adoption. PASSED AND ADOPTED this 19th day of September, 2006, by the following vote: AFS: SUPERVISORS I)ILKEMA, DeS LILNIER, GLOVER, GIOIA NONE: NONE \ SENT: St1PERVISOR PIEPNO ABSTAIN: NONE Chair ATTEST: t� ,�k y /9, zt_e 6 .John Cullen County Administrator and Clerk Of the Board of Supervisors By: Deputy Jerk 5 RF_SOLI-ITION NO. -l000l-577