HomeMy WebLinkAboutMINUTES - 09232008 - C.73 Contra
TO: BOARD OF SUPERVISORS f '; Costa
FROM: James Kennedy, Deputy Director-Redevelopment County
Department of Conservation and Development { �y4
DATE: September 23, 2008
SUBJECT: Bond Sale Resolution and HOME Investment Partnerships Act Legal Documents — Los
Medanos Village, Pittsburg
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
1. ADOPT resolution authorizing issuance of Multi-Family Mortgage Revenue Bonds to finance
the development of Los Medanos Village, Pittsburg and actions related thereto; and
2. AUTHORIZE the Deputy Director, Redevelopment or his designee to execute required legal
documents to provide$1,500,000 in FY 2007/08 HOME Investment Partnerships Act(HOME)
funds to Los Medanos Apartments L.P., a California limited partnership; and
3. FIND, as the responsible agency, that the Notice of Exemption prepared by the City of
Pittsburg, as the lead agency, is adequate for purposes of compliance with the California
Environmental Quality Act; and
4. DIRECT the Deputy Director, Redevelopment, or designee, to file a Notice of Exemption for
this project with the County Clerk; and
5. DIRECT the Deputy Director, Redevelopment, or designee,to arrange for payment of the$50
handling fee to the County Clerk for filing such Notice of Exemption.
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. HOME funds are provided to the County
on a formula allocation basis through the U.S. Department of Housing and Urban Development (HUD).
CONTINUED ON ATTACHMENT: ® YES ❑ NO SIGNATURE I.,XC�
0PPCOMMENDATION OF COUNTY ADMINISTRATOR RECOM ND TION O OARD COMMITT
ROVE OTHER
SIGNATURE (S):
ACTION OF BOARD ON AS RECOMME DED ?9 R
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A TRUE AND
UNANIMOUS (ABSENTt�j�— CORRECT COPY OF AN ACTION TAKEN AND
YES: NOES: ENTERED ON THE MINUTES OF THE BOARD
ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN.
Contact: Jim Kennedy(925/335-7225) ATTESTED
Orig:Conservation and Development Department(DCD) DAV TWA, CLERK OF THE
cc: County Administrator BOARD OF SUPERVISORS AND
County Counsel COUNTY ADMINISTRATOR
Resources for Community Development(via DCD)
City of Pittsburg (via DCD)
Quint &Thimmig (via DCD) BY EPUTY
f:\('1lRf:.R FIIF\7\AAP MPR\1 nc MMAa \/illanP\Rnarvi llydrr Rnnri R.1n RncnLitinn 140AAP 0 92 OR r
SUBJECT: Los Medanos Family Apartments - Bond Sale Resolution and HOME Legal Documents
DATE: September 23, 2008
PAGE: 2
BACKGROUND/REASONS FOR RECOMMENDATIONS
Los Medanos Village is a 71 unit new construction project in the City of Pittsburg consisting of 70
units affordable to households earning 20—50% of the area median income, plus one manager's
unit. Five of the units will be made available to young people who are newly emancipated from the
foster care system. The project site is near the Highway 4/Railroad Ave intersection. The project
will be within 1/3 mile of the future eBART station. A developed system of existing pedestrian and
bicycles paths will connect the project to the eBART station. Job training, recreational and
educational programs will be offered onsite.
The project has the support of the City of Pittsburg. A Disposition and Development
Agreement (DDA) has been executed between the Pittsburg Redevelopment Agency and
Resources for Community Development providing $6.1 million for the development of the
project. The County has committed $1.5 million in HOME Investment Partnership Act funds to
the project. Additional funding for the project will be provided by State MHP, Resources for
Community Development, and a to-be-named tax credit investor.
Bond Issuance
On March 18, 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 $15.975 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 April 3,
2008. No comments were received. The Board adopted Resolution No. 2008/278 on April 22,
2008 authorizing proceeding with an issuance of bonds pursuant to Section 147(F)of the Internal
Revenue Code.
The recommended action is to adopt a bond sale resolution authorizing the issuance of
$15,975,000 in tax-exempt bonds to finance the development of the Los Medanos Village. The
bond sale resolution authorizes a number of actions, a summary of which is included as
Attachment A.
The proceeds of the bonds will finance the loan for the Los Medanos Village. The bonds will be
directly placed with Wells Fargo Bank who in turn will issue a loan at tax exempt rates to Los
Medanos Village L.P., a California limited partnership The General Partner of the limited
partnership is Resources for Community Development, a highly experienced non-profit affordable
housing developer with whom the County has done six tax-exempt multi-family housing bond
financings.
HOME funds
On May 11, 2007, the Board of Supervisors allocated $1,500,000 in HOME Investment
Partnerships Act (HOME) funds to Resources for Community Development (RCD for the Los
Medanos (aka Crestview) project in Pittsburg. Since the allocation of funds, RCD has formed a
limited partnership, Los Medanos Village, L.P., a California limited partnership ("Borrower") that will
be the owner/developer of this project.
Construction is expected to start in mid-October 2008. HOME funds will be lent at a three percent
interest rate for 55 years. Pittsburg and County funds would be in a co-equal lien position. The
County will be in a subordinate lien position to the private lender in both the construction and
permanent financing phases. Due to the high construction costs and limited revenue from the
restricted rents, the total amount of the financing provided to the project will likely exceed the value
of the completed project. Even though the equity investment is substantial compared to the amount
of long term debt, the partnership agreement has numerous safe guards of the investor's equity.
These safe guards essentially subordinate the County's debt to the investor's equity. Therefore, the
County funds may not be fully secured through the value of the property.
(:.\f 11Rl11_RRIIPV\AAG MPR\1 nc Mvdannc V81a..r\Rnard C)MdP R�„d Saln RncnL,tinn POMP 0 11 OR 1n
SUBJECT: Los Medanos Family Apartments - Bond Sale Resolution and HOME Legal Documents
DATE: September 23, 2008
PAGE: 3
The County legal documents for this project will include the following (the "Loan Documents"):
• HOME Project Agreement
• HOME Loan Agreement
• Promissory Note
• Construction Deed of Trust with Assignment of Rents and Security Agreement
• Regulatory Agreement and Declaration of Restrictive Covenants
• Intercreditor Agreement among the County, Borrower, and the Pittsburg Redevelopment
Agency
The authority granted hereunder to the Deputy Director-Redevelopment, or designee, includes
authorization to execute any and all documents and to take any and all actions necessary to
implement the activities authorized under the Loan Documents, including execution of loan
amendments or modifications for the purposes of agreeing to reasonable extensions of time
deadlines, and estoppel certificates concerning the status of the loan and the existence of Borrower
defaults under the Loan Documents.
Attachments:
A. Summary of Actions — Bond Sale Resolution
B. City of Pittsburg Notice of Exemption
C. County Notice of Exemption
On file with Clerk of the Board:
HOME Loan Agreement
Promissory Note
Construction Deed of Trust with Assignment of Rents and Security Agreement
Regulatory Agreement and Declaration of Restrictive Covenants
Intercreditor Agreement
MRRU nc MM� C),AP,nnnd IZ.6 RPcnL rtinn t4nMF 0 11 OR do
Attachment A
Summary of Actions — Bond Sale Resolution of September 23, 2008
1. Authorizes the issuance of County of Contra Costa 2008-D Multi-Family Housing
Revenue Bonds in an amount not to exceed $15,975,000 to finance the
development of the Los Medanos Village Apartments, Pittsburg;
2. Approves the form of the Indenture of Trust between the County of Contra Costa and
Wells Fargo Bank National Association, a national banking association, as
representative of the bondholder;
3. Approves the form of the Loan Agreement between the County of Contra Costa, and
Los Medanos Village, L.P., a California limited partnership;
4. Approves the form of the Regulatory Agreement and Declaration of Restrictive
Covenants between the County of Contra Costa, and Los Medanos Village, L.P., a
California limited partnership; and
5. Appoints the law firm of Quint & Thimmig as Bond Counsel for the transaction.
n-\f nPr'_RFTIFVAAAF MRR\T nc MnAanne VillaoP\Rnarri(1rAnr Rnnii Sal.. Pr1M1:Q11 ORM,
Attachment B
City of Pittsburg Notice of Exemption
FI1F\!\AAF AARRU nc KAM..nc VIP Rrcnhrtinn Pr)MR O97!IR r1n
City of Pittsburg
Planning Department
Civic Center-65 Civic Avenue, Pittsburg, CA 94565
Telephone: (925)252-4920 -FAX: (925)252-4814
NOTICE OF EXEMPTION
TO: FROM:
Office of Planning and Research Pittsburg Redev me t fuer c}�) X
P.O. Box 3044 Ursula Luna UU D
1400 Tenth Street, Room 222 65 Civic Avenue
Sacramento, CA 95812-3044 Pittsburg, CA 94
X County Clerk APR ] g 2DD7
County of Contra Costa
822 Main Street $ L WEER COUNTYCLERK
Martinez, CA 94553 RY ONTRA COSTA COUNTY
DEPUTY
Crestview Intergenerational Housing Development
Project Title
Pittsburg Redevelopment Agency Ursula Luna, Proiect Manager (925)_252-4179
Lead Agency Lead Agency Contact Person Telephone Number
Project Location (Street. City. County): Southwestern comer of Frontage Road and Crestview
Avenue, City of Pittsburg, Contra Costa County. APNs 087-400-001, 087-400-002, 087-400-010
through 087-400-016, and portions of 087-400-003, 087-400-009, 087-400-017, 087-030-008
and 087-195-020.
Prosect Description: The project consists of approval of a Disposition and Development
Agreement between the City and Agency and Resources for Community Development for sale
.of land and construction of a 71-unit, multi-family affordable housing complex on the vacant 3.25
acre site at the intersection of Frontage Road and Crestview Avenue. The site is located in a RS
(Single Family Residential) District, and the General Plan land use designation for the site is
Medium.Density Residential (1.88 acres at the northern part of the site) and Public/Institutional
(1.37 acres at the southern part of the site).Additional approvals required include Design
Review.
Pittsburg Redevelopment Agency
Public Agency Approving Project .
Resources for Community Development
Name of Project Proponent
_Categorical Class 32 (In-Fill Development Proiects), CEQA Section 15332
Exempt Status
Reasons why protect is exempt
The '.project is consistent with the applicable General Plan designation and all applicable
General Plan policies as well as with the applicable Zoning Designation and regulations
governing both the Medium Density Residential (RM) and Governmental/QuasiPublic(GQ).Best
Fit Zoning Districts. The property would be developed in accordance with flexible development
standards including a blending of density across the site. and reduced parking requirements
Page 2
consistent with Government Code Section 65915 (n) and Government Code Section 65915
(p)(1) as well as General Plan Policies 13-P-2.1 (E) and13-P-2.1 (D).
The proposed development occurs within city limits on a project site of no more than five acres
(the site is 3.25 acres) that is substantially surrounded by urban uses. The project site has no
value as habitat for endangered, rare or threatened species, and approval of the project would
not result in significant effects relating to traffic, noise, air quality, or water quality. In addition,
the site can be adequately served by all required utilities and public services in that the project
site is located in an urban area that is served by fire, ambulance and police services.
{ 0
Melis a Ayres,Planning Director Y Date
City of Pittsburg
Attachment C
Contra Costa County Notice of Exemption
r,arnilr_ �n��nnn� NAPRU„�nAPd� vi r)"I ,R, ,d c�ia WONAF Q 91 OR 1r
CALIFORNIA ENVIRONMENTAL QUALITY ACT
Notice of Exemption
Contra Costa County Community Development Department
651 Pine Street,4th Floor- North Wing, McBrien Administration Building
Martinez, CA 94553-0095
Telephone: (925) 335-7223 Contact Person: Kara Douglas
Project Description:Los Medanos Family Apartments(Pittsburg),The activity consists of the construction of 71 affordable
apartments for lower income households.The County is providing$1,500,000 in HOME Investment Partnerships Act funds
to support the construction of 34 units.
Project Location: Crestview Drive and Frontage Road, Pittsburg CA
This project is exempt from CEQA as a:
_ Ministerial Project(Sec. 15268) X Other Statutory Exemption, Section 15332
Declared Emergency(Sec. 15269(a)) _ General Rule of Applicability(Section 15061(b)(3)
Emergency Project(Sec. 15269(b)or(c))
Categorical Exemption,
for the following reason(s): This activity is not subject to the California Environmental Quality Act(CEQA)pursuant to
CEQA Section 15332. It can be seen with certainty that there is no possibility that the activity may have a significant adverse
effect on the environment.
Date: By:
Community Development Department Representative
AFFIDAVIT OF FILING AND POSTING
I declare that on I received and posted this notice as required by
California Public Resources Code Section 21152(c). Said notice will remain posted for 30
days from the filing date.
Signature Title
Applicant:
Resources for Community Development
1521 University Avenue County Clerk Fee$50 Due
Berkeley, CA 94703
A:\SMSTNOE.FRM
(Form Revised 2/97)
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY,
CALIFORNIA
Adopted this Resolution on September 23, 2008, by the following vote:
AYES: IIG .`v:a) LL01Kemat Perp", I�oli�lh cv (i[av� �
NOES: ov�e- i
ABSENT:
ABSTAIN:
Resolution No. 2008/619
In the Matter of Resolution Authorizing the )
Issuance, Sale and Delivery of County of )
Contra Costa Multifamily Housing Revenue )
Bonds (Los Medanos Village), Series 2008D, )
Approving, and Authorizing the Execution and )
Delivery of, Other 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, Los Medanos Village, L.P., a California limited partnership (the "Developer") has
requested that the County issue and sell revenue bonds (the "Bonds") to assist in the financing
of the acquisition and construction of a 71 unit multifamily residential rental housing
development (the "Development') to be located at Crestview Drive and the Highway 4 frontage
road in Pittsburg, California; and
WHEREAS, on April 3, 2008, the Deputy Director— Redevelopment of the County (the "Deputy
Director — Redevelopment') held a public hearing on the proposed issuance of the Bonds and
the financing, ownership and operation of the Development, as required under the provisions of
the Internal Revenue Code (the "Code") applicable to tax-exempt bonds, following published
notice of such hearing, and communicated to the Board of Supervisors of the County all written
and oral testimony received at the hearing; and
WHEREAS, on April 22, 2008, the Board of Supervisors of the County adopted Resolution No.
2008/619278 authorizing the issuance of the Bonds in satisfaction of public approval the
requirements of the Code; and
WHEREAS, there have been prepared various documents with respect to the issuance of the
Bonds, copies of which are on file with the Deputy Director— Redevelopment, and the Board of
Supervisors now desires to approve the issuance of the Bonds and the execution and delivery
of such documents by the County; and
RESOLUTION NO. 2008/619
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 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.
NOW, THEREFORE, BE IT BY THE BOARD RESOLVED by the Board of Supervisors of the
County of Contra Costa as follows:
Section 1. The Board of Supervisors hereby finds and declares that the foregoing recitals are
true and correct.
Section 2. Pursuant to the Act and the Indenture (hereinafter defined), the Bonds of the County
designated as "County of Contra Costa Multifamily Housing Revenue Bonds (Los Medanos
Village), Series 2008D" in an aggregate principal amount not to exceed $15,975,000, are
hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile
signature of the Chair of the Board of Supervisors (the "Chair"), the 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.
Section 3. The indenture of trust relating to the Bonds (the "Indenture") by and between the
County and Wells Fargo Bank, National Association, as bondowner representative (the
"Bondowner Representative"), in the form on file with the Deputy Director— Redevelopment, is
hereby approved. Any one of 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 (collectively, the "Designated Officers") is hereby
authorized, for and in the name and on behalf of the County, to execute and deliver 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
8 hereof, provided that no additions or changes shall authorize an aggregate principal amount
of the 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 or rates, privileges, manner of
execution, place of payment, terms of redemption and other terms of the Bonds shall be as
provided in the Indenture as finally executed.
Section 4. The loan agreement relating to the Bonds (the "Loan Agreement') between the
County and the Developer, in the form on file with the Deputy Director — Redevelopment, is
hereby approved. Any one of the Designated Officers is hereby authorized to execute and
deliver the Loan Agreement in said form, together with such additions thereto or changes
therein as are recommended or approved by the Designated Officer executing the Loan
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 8 hereof), the approval of such changes to be conclusively evidenced by the
execution and delivery of the Loan Agreement by the County.
Section 5. The regulatory agreement and declaration of restrictive covenants relating to the
Bonds, between the County and the Developer (the "Regulatory Agreement'), in the form on file
RESOLUTION NO. 2008/619
with the Deputy Director — Redevelopment, is hereby approved. Any one of the Designated
Officers is hereby authorized, 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 Regulatory
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 8 hereof), the approval of such additions or changes to be conclusively evidenced
by the execution and delivery of the Regulatory Agreement by the County.
Section 6. The Bonds, when executed, shall be delivered to the Bondowner Representative for
authentication. The Bondowner Representative is hereby requested and directed to
authenticate the Bonds by executing the Bondowner Representative's certificate of
authentication and registration appearing thereon, and to deliver the Bonds, when duly
executed and authenticated, to Wells Fargo Bank, National Association (in its capacity as the
purchaser of the Bonds), in accordance with written instructions executed on behalf of the
County by any one of the Designated Officers of the County, which instructions said officers are
hereby authorized, for and in the name and behalf of the County, to execute and deliver to the
Bondowner Representative. Such instructions shall provide for the delivery of the Bonds to
Wells Fargo Bank, National Association, upon payment of the initial installment of the purchase
price of the Bonds, as described in Section 2.02 of the Indenture.
Section 7. The law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel to the
County for the Bonds. The fees and expenses of such firm for matters related to the Bonds
shall be payable solely from the proceeds of the Bonds or contributions by the Developer.
Section 8. All actions heretofore taken by the officers and agents of the County with respect to
the sale and issuance of the 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 Bonds in accordance with this Resolution, including but not limited to any
certificates, agreements and other documents described in the Indenture,,the Loan Agreement
or the Regulatory Agreement, or otherwise necessary to issue the Bonds and consummate the
transactions contemplated by the documents approved by this Resolution.
Section 9. This Resolution shall take effect upon its adoption.
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:
S . , ATTESTED:
V DAVID TWA, Clerk of the Board of
Supervisors a d County Administrator
a O4y
SrA c0 By Deputy
r-V
0300T22:J10082
8/27/08
RESOLUTION NO. 2008/619