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TO: BOARD OF SUPERVISORS '
Costa
FROM: James Kennedy, Deputy Director-Redevelopment c� County
Department of Conservation and Development z:ea
DATE: September 16, 2008 611
SUBJECT: Bond Sale Resolution — Casa Adobe Apartments, San Pablo
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
ADOPT resolution authorizing the issuance of Multi-Family Mortgage Revenue Bonds in an
amount not to exceed $3,000,000 to finance the acquisition and rehabilitation of the Casa Adobe
Senior Apartments, San Pablo and actions related thereto.
FISCAL IMPACT
No General Fund obligation is involved. The bonds are secured by a revenue pledge and
reserve accounts. 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
The Casa Adobe Apartments are a 54 unit senior housing development in San Pablo. The
development, which is located at 1924 Church Lane, currently has 46% of its 54 units affordable
to very low and low income seniors (fourteen units affordable for households earning at or below
45% area median income and eleven units affordable for households earning at or below 60%
area median income). San Pablo Senior Housing Associates, the current owner of Casa Adobe
Apartments will sell the development to San Pablo Senior Housing Associates Il. EAH-San Pablo,
an affiliate of Ecumenical Association for Housing, is the general partner of both entities.
Financing the acquisition and renovation of the Casa Adobe Apartments project with a new
issuance of tax-exempt multi-family bonds and low income housing tax credits will allow the
owners to increase the projects affordability to 100% of the project (29 units at 50% area median
income, 10 units at 60% area median income, 9 units at 45% area median income, 5 units at 30%
area median income, and 1 manager's unit).
CONTINUED ON ATTACHMENT: ® YES ❑ NO SIGNATURE
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMEN ATION BOARD COM TEE
APPROVE OTHER
SIGNATURE (S):
ACTION OF BOARD ON APPROVED AS RECOMMENDED_;j�_ O ER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE AND
UNANIMOUS (ABSENT/2yhCORRECT COPY OF AN ACTION TAKEN AND
YES: NOES: ENTERED ON THMINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVIS ON THE DATE SHOWN.
Contact: Jim Kennedy(925/335-7225) ATTESTE 6 ad
Orig: Department of Conservation and Development (DCD) ID TWA, CLERK OF THE
cc: County Administrator BOARD OF SUPERVISORS AND
County Counsel C NTY ADMINISTRATOR
Via DCD
• EAH
• City of San Pablo BY DEPUTY
• Orrick, Herrington & Sutcliffe
GACDBG-REDEV\MF MRB\Casa Adobe\Bond.Sale.Board.Order.9.16.08.final.doe
BACKGROUND/REASONS FOR RECOMMENDATIONS
On May 6, 2008 the Board of Supervisors adopted an Inducement Resolution (a nonbinding
conditional statement of intent to issue multi-family bonds)for the project required by tax law. The
Inducement Resolution authorized the submittal of an application by the County for Private Activity
Bond Authority. On July 16, 2008 the California Debt Limit Allocation Committee awarded the
County authority to issue bonds in the amount of $3 million.
The County, as required by Section 147(f) of Internal Revenue Code, has held a noticed public
hearing to permit interested parties to comment on the project. This hearing was held on May 12,
2008. No comments were received. The Board adopted Resolution No. 2008/352 on May 20,
2008 authorizing proceeding with an issuance of bonds pursuant to Section 147(F)of the Internal
Revenue Code.
Casa Adobe Apartments is 18 years old and in need of rehabilitation to maintain the development
in good condition. The rehabilitation will include new plumbing and bathroom fans, accessibility
improvements, roof work, balcony surfaces, and exterior staircases. The project has the support of
the City of San Pablo. The San Pablo Redevelopment Agency has agreed to allow the existing
loan and accrued interest to be assumed by the buyer. The total plan of finance is as follows:
Tax Exempt Bonds $3,000,000
Seller Take Back Loan 1,442,041
Assumed RDA Loan 125,336
Assumed CDBG Loan 55,816
Construction Period NOI 121 ,114
Low Income Housing Tax Credits 75,500
General Partner Equity 1,000
Total $4,820,807
The proceeds of the bonds will finance the loan for the Casa Adobe Apartments. The bonds will
be directly placed with U.S. Bank who in turn will issue a loan at tax exempt rates to San Pablo
Senior Housing Associates II. The bond counsel is Orrick, Herrington, & Sutcliffe.
The recommended action is to adopt a bond sale resolution authorizing the issuance of$3 million
in tax-exempt bonds to finance the acquisition and renovation of the Casa Adobe Apartments,
San Pablo. The bond sale resolution authorizes a number of actions, a summary of which is
included as Attachment A.
G:\CDBG-REDEV\MF MRB\Casa Adobe\Bond.Sale.Board.Order.9.16.08.final.doc
C'.//1F,
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Attachment A
Summary of Actions — Bond Sale Resolution of September 16, 2008
1. Authorizes the issuance of County of Contra Costa 2008-B Multi-Family Housing
Revenue Bonds in an amount not to exceed $3 million to finance the acquisition and
rehabilitation of the Casa Adobe Apartments, San Pablo;
2. Approves the form of the Master Agency Agreement between the County of Contra
Costa and U.S. Bank National Association, a national banking association, as
Agent;
3. Approves the form of the Master Pledge and Assignment between the County of
Contra Costa, U.S. Bank National Association as Agent, and U.S. Bank National
Association as Bondholder;
4. Approves the form of the Regulatory Agreement and Declaration of Restrictive
Covenants between the County of Contra Costa, and San Pablo Senior Associates
II, L.P., a California Limited Partnership; and
5. Appoints Orrick, Herrington & Sutcliffe as Bond Counsel for the transaction.
G:\CDBG-REDEV\MF MRB\Casa Adobe\Bond.Sale.Board.Order.9.16.08.tinal.doc
RESOLUTION NO. 2008/594
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 $3,000,000 TO FINANCE A
PORTION OF THE ACQUISITION, REHABILITATION AND DEVELOPMENT
OF A MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN
AS CASA ADOBE APARTMENTS; DETERMINING AND PRESCRIBING
CERTAIN MATTERS AND APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED
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,rehabilitation and
development 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 acquiring,rehabilitating, owning and operating
such housing and to assist in providing housing for low income persons;
WHEREAS,the County desires to assist in the financing of the acquisition,
rehabilitation and development of a 54-unit multifamily rental housing development generally
known as Casa Adobe Apartments(the"Project"),which will be owned and operated by San Pablo
Senior Associates, L.P., a California Limited Partnership(the"Borrower").
OHS West:260492153.2
WHEREAS,the County desires to authorize the sale and issuance not to exceed
$3,000,000 of multifamily housing revenue bonds in two series(as more fully described herein,the
"Bonds"), and to loan the proceeds of the Bonds to the Borrower,thereby reducing the cost of the
Project and assisting in providing housing for low income persons;
WHEREAS,the Board desires to approve the issuance of the Bonds;
WHEREAS,the Bonds will be privately placed with U.S. Bank National
Association(the"Bank"); and
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 form
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 the Bank, as agent(the"Agent");
(2) Master Pledge and Assignment (the "Pledge Agreement") to be entered into
among the County,the Agent and the Bank,as bondholder; and
(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 Indenture described herein,the County is
hereby authorized to issue the Bonds. The Bonds shall be designated as"County of Contra Costa
OHS West:260492153.2 2
Multifamily Housing Revenue Bonds(Casa Adobe Apartments)",and shall be issued in two series
(with an appropriate series designation)in an aggregate principal amount not to exceed$3,000,000.
The Bonds shall be in the form set forth in and otherwise in accordance with the Pledge
Agreement. The Bonds shall be executed by the manual or facsimile signature of the Chair or Vice
Chair of this Board of Supervisors,the County Administrator of the County,the Director of the
Department of Conservation and Development of the County or the Deputy Director-
Redevelopment of the County(each an"Authorized Officer"). The Bonds shall be issued and
secured in accordance with the terms of the Pledge Agreement,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 Agreement. The Bonds shall not be deemed to constitute a
debt or liability of the County.
Section 3. The form of Agency Agreement, on file with the Clerk of the Board
of Supervisors(the"Clerk"), is hereby approved and each Authorized Officer is hereby authorized
and directed to execute and deliver the Agency Agreement in substantially said form,with such
changes therein as such officer may require or approve, such approval to be conclusively evidenced
by the execution and delivery thereof.
Section 4. The form of Pledge Agreement, on file with the Clerk, is hereby
approved and each Authorized Officer is hereby authorized and directed to execute and deliver the
Pledge Agreement in substantially said form,with such changes therein as such officer 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 1,2043), interest rate or rates
(which shall not exceed 12%per annum), interest payment dates,denominations,form, registration
OHS West:260492153.2 3
privileges,manner of execution,place of payment,terms of redemption and other terms of the
Bonds shall be as provided in the Pledge Agreement as finally executed.
Section 5. The form of Regulatory Agreement, on file with the Clerk, is hereby
approved and each Authorized Officer is hereby authorized and directed to execute and deliver one
or more Regulatory Agreements in substantially said form, with such changes therein as such
officer may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 6. The Bonds, when executed, shall be delivered to the Agent for
authentication. The Agent is hereby requested and directed to authenticate the Bonds by executing
the Agent's certificate of authentication appearing thereon, and to deliver the Bonds,when duly
executed and authenticated, in accordance with written instructions executed and delivered on
behalf of the County by an Authorized Representative, which instructions are hereby authorized and
directed to be executed and delivered to the Agent. Such instructions shall provide for the delivery
of the Bonds to the Bank upon payment of the purchase price thereof.
Section 7. The Board hereby appoints Orrick,Herrington& Sutcliffe LLP as
bond counsel.
Section 8. 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 Officer 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 Agreement and the other documents herein approved, as
OHS West:260492153.2 4
well as a tax certificate and an intercreditor and/or subordination agreement 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 resolutions heretofore adopted by the County and otherwise
in order to carry out the financing of the Project.
Section 9. All further consents, approvals,notices, orders,requests and other
actions permitted or required 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 Officer without further
authorization by this Board of Supervisors, and such Authorized Officer 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 further the purposes of this resolution and
the financing of the Project.
OHS West:260492153.2 5
Section 10. This Resolution shall take effect upon its adoption.
PASSED AND ADOPTED THIS 16th day of September,2008.
AYES: 6 ra: Z�) LA,%' lKemt� � :eQImo � ��r�:ll� � ��d�tr'
NOES: /\L a
ABSENT: AL o n.e�
hair of the Board of Supervisors
ATTEST: S epke.rn(.� 2azt�
David Twa, County Administrator
and Clerk of the Board of Supervisors
B)y-- 4 K
S�0�
Deputy Clerk
cc: Department of Conservation and
Development—Redevelopment and Housing
OHS West:260492153.2 6
CLERK'S CERTIFICATE
1,41 ,a ��� ,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 16,2008, 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:
NOES:
ABSENT: y •�
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 adopted 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 16th day of
September,2008.
David Twa, County Administrator and
Clerk of the Board of Supervisors
[SEAL]
13
Deputy Clerk
OHS West:260492153.2