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Home My WebLink AboutMINUTES - 09182007 - C.67 sra'covK`� TO: BOARD OF SUPERVISORS FROM: Dennis M. Barry, AICP Community Development Director C DATE: September 18, 2007 SUBJECT: Multi-Family Mortgage Revenue Bonds - Lakeside Apartments, Concord area SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT Resolution authorizing a Second Amendment to Master Pledge and Assignment, and other action related to the County's 2004 issuance of $11.8 million Multi-Family Housing Revenue Bonds for the acquisition and rehabilitation of the Lakeside Apartments, Concord area. FISCAL IMPACT No General Fund obligation is involved. County costs associated with issuance of bonds are covered, as are-annual administrative costs. CONTINUED ON ATTACHMENT: X YES SIGNATURE: PCZ/2i� PG� __,,,RECOMMENDATION OF COUNTY ADMINISTRATOR RECO ENDATION OF OARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOA ON APPROVED AS RECOMMENDED V OTR 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 ON THE DATE SHOWN. Contact: Jim Kennedy 5-7225 orig: Community Development cc: County Administrator ATTESTED (g I t07 County Counsel JOHN CULLEN, IbLERK OF THE Housing Authority BOARD OF SUPERVISORS Redevelopment Agency ANL,_ `fHE COUNTY ADMINISTRATOR via: Community Development '% - - *Jones Hall Blre - , DEPUTY Resources for Community Development G:\CDBG-REDEV\redev\Alicia (formally LNoble)\Personal\Board orders and Greenies\BOARD.lakeside apartments.9.18.07.doc BACKGROUND/REASONS FOR RECOMMENDATIONS In 2004,the County issued its 2004-Issue A-1,A-2, and A-3 Multi-Family Mortgage Revenue Bonds to finance the acquisition and rehabilitation of the Lakeside Apartments near downtown Concord. The development entity is Lakeside Apartments, L.P., an affiliate of the non-profit Resources for Community Development. The project is substantially complete. In order to accommodate the permanent financing sources,the bonds are being restructured and reissued. A First Amendment to the Master Pledge Assignment which was approved by the Board on April 3, 2007, reallocated the principal amounts of bonds among the Series A-1,A-2, A-3 Bonds,and provided additional time for the permanent lenders to close on their loans. These reallocations improve the efficiency of the loan to Lakeside Apartments L.P. Lakeside Apartments is a 124-unit project at 1897 Oakmead Drive, Concord. The permanent lenders need additional time to satisfy all closing requirements hence the Second Amendment is recommended. Pursuant to the original plan of finance both the City of Concord and the County are providing financial assistance- $3.4 million and $2.0 million respectively. The Resolution before the Board approves the Second Amendment, and is the action by the Board, as the legislative body of the County, authorizing the issuance of bonds. The Board's action acknowledges that a public hearing has been held by the Deputy Director- Redevelopment as required by Section 147(f) of the Internal Revenue Code. JK:dk G:\CDBG-REDEV\redev\Alicia (formally LNoble) \Personal\Board Orders and Greenies\BOARD.lakeside apartments.9.18.07.doc THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Resolution on September 18, 2007 by the following vote: sE L AYES: GIOIA, unmet, BONMA AND PIEPHO NOES: NONE . ---- �� ;• ABSENT: GLOVEEt s�A-couK`� ABSTAIN: NONE Resolution No. 2007/461 SUBJECT: A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN OTHER DOCUMENTS AND CERTIFICATES AND APPROVING OTHER RELATED ACTIONS IN CONNECTION WITH LAKESIDE APARTMENTS WHEREAS, the County of Contra Costa (the "County") has heretofore issued its $6,317,600 aggregate principal amount of Multifamily Housing Revenue Bonds (Lakeside Apartments), 2004 Series A-1 (the "Series A-1 Bonds"), its $1,020,000 aggregate principal amount of Multifamily Housing Revenue Bonds (Lakeside Apartments), 2004 Series A-2 (the "Series A- 2 Bonds"), and its $4,462,400 aggregate principal amount of Multifamily Housing Revenue Bonds (Lakeside Apartments), 2004 Series A-3 (the "Series A-3 Bonds" and, collectively with the Series A-1 Bonds and the Series A-2 Bonds, the "Bonds") pursuant to a Master Pledge and Assignment dated as of June 1, 2004 (as heretofore amended, the "Original Pledge and Assignment"), by and among the County, and U.S. Bank National Association, as agent (the "Agent"), and U.S. Bank National Association, as holder (the "Holder"); WHEREAS, the County,.pursuant to the Original Pledge and Assignment and the Loan Agreement (as defined in the Original Pledge and Assignment) has lent the proceeds of the Bonds to Lakeside Apartments, L.P., a California limited partnership (the "Borrower") pursuant to a Loan Agreement, dated as of June 1 , 2004, by and between the Agent, as agent for the County, and the Borrower; WHEREAS, the Borrower has used the proceeds of the Bonds to acquire and construct the Project (as defined in the Original Pledge and Assignment); WHEREAS, pursuant to Section 2.1 of the Original Pledge and Assignment, the Agent has reallocated the principal amount of the Bonds such that the aggregate principal amount of the Series A-1 Bonds is now $2,959,800, the aggregate principal amount of the Series A-2 Bonds is now $3,676,600, and the aggregate principal amount of the Series A-3 Bonds is now $5,163,600; WHEREAS, the County, the Agent and the Holder have heretofore entered into a First Amendment to Master Pledge and Assignment dated as of April 1, 2007 in order to extend the maturity dates for the Bonds; WHEREAS, the Borrower has requested that the County, the Agent and the Holder further modify, amend and supplement the Original Pledge and Assignment, and the forms of the Series A-1 Bonds, the Series A-2 Bonds and the Series A-3 Bonds attached thereto, in accordance with the provisions of the Original Pledge and Assignment in order to provide for a further extension of the maturity dates for the Bonds; WHEREAS, there has been presented to this meeting a proposed form of Second Amendment to the Master Pledge and Assignment (the "Second Amendment"), by and among the County, the Agent and the Holder, containing the revisions requested by the Borrower, the Agent and the Holder; GACDBG-REDEV\redev\Alicia(formally LNoble)\Personal\Documents\Resolution.bos.lakeside.9.18.07.doc WHEREAS, the execution and delivery of the Second Amendment will cause the Bonds to be reissued for federal income tax purposes, and as a result, the provisions of the Internal Revenue Code requiring a public hearing are applicable to the execution and delivery of the Second Amendment; WHEREAS, on September 10, 2007, the Deputy Director— Redevelopment of the County held a public hearing on the proposed issuance of the Bonds, as required under the Internal Revenue Code of 1986, following published notice of such hearing; and WHEREAS, the County has determined that it is in the public interest that such modifications, amendments and supplements as are set forth in the Second Amendment be made to the Original Pledge and Assignment, and that certain other actions be taken in connection therewith. 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, and hereby approves the reissuance of the Bonds. 2. The Second Amendment, in the form on file with the Clerk of the Board of Supervisors, is hereby approved. The Chair of the Board of Supervisors, the Vice Chair of the Board of Supervisors, the County Administrator, the Director of Community Development and the Deputy Director-Redevelopment (each a "Designated Officer") are hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Second Amendment in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Second Amendment upon consultation with Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Second Amendment by the County. 3. The Designated Officers, each acting.alone, are hereby are hereby authorized and directed, for and in the name and on behalf of the County, to execute and revised Series A-1 Bonds, Series A-2 Bonds and Series A-3 Bonds, substantially in the forms attached to the Original Pledge and Assignment, together with (i) such additions and changes that are required by the execution and delivery of the Second Amendment and (ii) such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Series A-1 Bonds, the Series A-2 Bonds and the Series A-3 Bonds upon consultation with Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Series A-1 Bonds, the Series A-2 Bonds and the Series A-3 Bonds by the County. The County shall deliver such Series A-1 Bonds, the Series A-2 Bonds and the Series A-3 Bonds to the Holder only upon the receipt from the Holder of the existing Series A-1 Bonds, the Series A-2 Bonds and the Series A-3 Bonds. 4. All actions heretofore taken by the officers and agents of the County with respect to the execution and delivery of the Second Amendment to Master Pledge and Assignment are hereby approved, confirmed and ratified, and the proper officers of the County, including the Designated Officers, are hereby authorized and directed, upon consultation with Bond Counsel, 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 transactions contemplated thereby Bonds in accordance with this Resolution, including but not limited to those certificates, agreements and other documents described in the Second Amendment to Master Pledge and Assignment. 5. This Resolution shall take effect immediately upon its adoption. GACDBG-REDEV\redev\Alicia(formally LNoble)\Personal\Documents\Resolution.bos.lakeside.9.18.07.doc PASSED AND ADOPTED this 18th day of September 2 07, by the following vote: Chair I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown: ATTESTED: September 18,2007 JOHN CULLEN,Clerk of the Board of Supervisors and County Administrator By ,Deputy cc: Community Development Department RESOLUTION NO. 2007/461 G:\CDBG-REDEV\redev\Alicia(formally LNoble)\Personal\Documents\Resolution.bos.lakeside.9.18.07.doc I