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HomeMy WebLinkAboutMINUTES - 11031992 - 1.5 (3) 50 Contra TO: BOARD OF SUPERVISORS ,,;" _^- - Costa FROM: Harvey E. Bragdon Director of Community Development r�c'iir`� COUnty.: DATE: November 3 , 1992 SUBJECT: Bond Sale Resolution - Rivershore. Apartments SPECIFIC REQUEST(S) OR RECOMMENDATIONS (S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Adopt Resolution authorizing the sale of Multi-Family Mortgage Revenue Refunding Bonds for the Rivershore Apartments, West Pittsburg, and actions related thereto. FISCAL IMPACT No general fund monies are involved. The bonds are secured entirely by revenues pledged under the Indenture. No obligation, moral or otherwise, exists as a result of this action. Ongoing costs of the County in monitoring compliance with affordability requirements are to be paid by the developer. BACKGROUND/REASONS FOR RECOMMENDATIONS In 1985 the County issued multi-family tax exempt bonds for the Rivershore Apartment project (1985 Issue H) . CONTINUED ON ATTACHMENT: YES SIGNATURE: �• . , 1t ITTEERECOMMENDATION OF COUNTY ADMINISTRATOR N APPROVE OTHER � SIGNATURE(S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED ( OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AYES::4 ZZ-1 TG NOES: ACTION TAKEN AND ENTERED ON THE ABSENT ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Jim Kennedy, 646-4076 cc: Community Development County Administrator ATTESTED &WXxa6 67 19 92 County Counsel PHIL BATCHELOR, CLERK OF THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR SRA6/riveshonbos $Y , DEPUTY • J The owner of the project, Rivershore Apartments, Inc. , a California corporation, has requested that the County refund those 1985 bonds to take advantage of interest rate reductions that have recently occurred. Staff agreed to recommend the sale of refunding bonds so long as: 1. The bonds were adequately secured; 2 . The County's cost of issuance was paid; 3 . The term of the affordability period was extended to 10 years from the date of the sale of the refunding bonds; 4 . The County's cost of monitoring compliance with affordability terms was provided for. These conditions have been met. The tax exempt refunding bonds to be issued will have security in the form of a direct-pay letter of credit to be issued by First Nationwide Bank, backed up with a stand-by letter of credit issued by the Federal Home Loan Bank of San Francisco. Pursuant to Section 147 (f) of the Internal Revenue Code, the Authority is required to hold a noticed public hearing on the proposed issuance of these bonds. This hearing was held before staff on October 28, 1992 . A summary of that hearing and a response to comments is provided as Attachment A. The bond sale resolution authorizes a number of actions, a summary of which is provided in Attachment B. ATTACHMENT A Summary of Public Hearing on Proposed Issuance of Multi-Family Mortgage Revenue Refunding Bonds (Rivershore Apartments, West Pittsburg) . Pursuant to Federal Law, the County is required to hold a public hearing on the proposed issuance of Multi-Family Mortgage Revenue Refunding Bonds. This noticed public hearing was held on October 28, 1992 . The hearing officer was Jim Kennedy, Deputy Director- Redevelopment for Contra Costa County. A summary of the hearing follows: No parties attended. No comments were received in writing. ATTACHMENT B The attached resolution authorized a number of actions, a summary of which follows: 1. Authorizes the issuance of revenue bonds in an amount not to exceed $11. 73 million; 2 . Approves the form of Indenture between the County and First Trust of California, National Association, as Trustee; 3 . Approves the form of Bond Purchase Agreement between the County, Owner, and PaineWebber Inc. as senior managing underwriter, and Artemis Capital as co-managing underwriter; 4 . Approves form of Loan Agreement between County and Owner; 5. Approves form of Regulatory Agreement between County, Trustee and Owner; 6. Approves form of preliminary Official Statement; 7 . Appoints the Contra Costa County Community Development Department as the Administrator; 8. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development, and Deputy Director- Redevelopment to take such other actions necessary to complete the sale of bonds and assistance related thereto. COUNTY OF CONTRA COSTA RESOLUTION NO. 92/752 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY MORTGAGE REVENUE REFUNDING BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $11, 595, 000 FOR THE PURPOSE OF MAKING A LOAN TO PROVIDE REFINANCING FOR A MULTIFAMILY RENTAL HOUSING PROJECT KNOWN AS RIVERSHORE APARTMENTS, DETERMINING AND PRESCRIBING CERTAIN MATTERS RELATING THERETO, AND APPROVING AND AUTHORIZING RELATED ACTIONS AND THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS. WHEREAS, the County of Contra Costa (the "County") has heretofore determined to engage in a program (the "Program") of financing the construction of a multifamily rental housing development known as Rivershore Apartments (the "Project") , and in order to do so issued $11, 730, 000 of its Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1985 Series H (the "Prior Bonds" ) , and made a loan of the proceeds thereof to 700 Market Associates XXXVI (the "Developer") ; and WHEREAS, Rivershore Apartments, Inc. , a California corporation, as successor in interest to the Developer (the "Owner") , has requested that the Board of Supervisors of the County (the "Board" ) purchase and refund the Prior Bonds in accordance with that certain indenture dated as of December 1, 1985 (the "Prior Indenture") by and between the Authority and The Bank of California, National Association. WHEREAS, the Board desires to assist the Owner and preserve the availability of units in the Project for low and moderate income persons or families, and in order to accomplish such purposes it is desirable for the Board to provide for the purchase and refunding of the Prior Bonds and provide refinancing for the Project; and WHEREAS, Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Act") provides a complete, additional and alternative method for such refinancing; and WHEREAS, the interest on any bonds issued to refund the Prior Bonds may qualify for exclusion from gross income under Section 103 of the Internal Revenue Code of 1986 (the "Code") , only if the such refunding bonds are approved in accordance with Section 147 (f) of the Code; and WHEREAS, the County of Contra Costa caused a notice. stating that a public hearing regarding the issuance of such refunding bonds would be held by the Deputy Director- Redevelopment on October 28, 1992, to appear in the Contra Costa sFza2ss.1 RESOLUTION NO. 92/752 Times and the Antioch Ledger, which are newspapers of general circulation in the County, not less than fourteen days prior to the date of such hearing; and WHEREAS, the Deputy Director-Redevelopment has held the public hearing described above, and an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds and the nature and location of the program to be financed by the issuance of the Bonds; and WHEREAS, this Board of Supervisors is the elected legislative body of the County and is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147 (f) of the Code; and WHEREAS, there has been prepared and presented to this Board for consideration at this meeting the documentation required for the issuance of refunding bonds for such refinancing; and WHEREAS, it appears that each of the documents which are now before this meeting is in appropriate form and is an appropriate instrument to be executed and delivered for the purposes intended; and WHEREAS, PaineWebber Incorporated and Artemis Capital Group, Inc. (the "Underwriters") have expressed their intention to purchase the refunding bonds authorized hereby, and this Board finds that the public interest and necessity require that the County at this time make arrangements for the sale of such refunding bonds; NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: 1. Pursuant to the Act and the Indenture (hereinafter defined) , revenue bonds of the County, to be designated as "County of Contra Costa Variable Rate Demand Multifamily Mortgage Revenue Refunding Bonds (Rivershore Apartments Project) , " and bearing an appropriate series designation (the "Bonds") , in an aggregate principal amount not to exceed $11, 595, 000, are hereby authorized to be issued. The Bonds shall be in the forms set forth in and otherwise in accordance with the Indenture, and shall be executed by the manual or facsimile signature of the Chair of this Board, and the manual or facsimile seal of the County shall be impressed or reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk of this Board of Supervisors. 2 . The proposed form of Indenture (the "Indenture") between the County and First Trust of California, National Association as Trustee, in substantially the form presented to this meeting, is hereby approved. The Chair of this Board or any sF2-7258.1 2 Authorized County Representative (as defined in the Indenture) is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual or facsimile signature, attested by the County Administrator and Clerk of this Board of Supervisors of this Board or any deputy thereof under the seal of the County, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver, the Indenture in substantially said form, with such additions thereto or changes therein as such officers may approve or recommend upon consultation with County Counsel and Bond Counsel to the County (provided that such additions or changes shall not authorize an aggregate principal amount of Bonds in excess of the amount stated above or result in an initial stated interest rate on the Bonds in excess of 5t per annum) , the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Indenture. The date, maturity dates, interest rate or rates, 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 Indenture as finally executed. 3 . The proposed form of bond purchase contract (the "Purchase Contract") between the County and the Underwriters, in substantially the form presented to this meeting, is hereby approved. Any Authorized County Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 2 hereof) and to execute and deliver said Purchase Contract. 4 . The proposed form of Loan Agreement (the "Loan Agreement") by and between the County and the Owner, in substantially the form presented to this meeting, is hereby approved. The Chair of this Board or any Authorized County Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual or facsimile signature, attested by the County Administrator and Clerk of this Board of Supervisors of this Board or any deputy thereof under the seal of the County, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver the Loan Agreement, with such additions or changes in said document as such officers may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Loan Agreement. SF2-7258.E 3 5 . The proposed form of Regulatory Agreement (the "Regulatory Agreement") by and among the County, the Trustee and the Owner, in substantially the form presented to this meeting, is hereby approved. The Chair of this Board or any Authorized County Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute by manual or facsimile signature, attested by the County Administrator and Clerk of this Board of Supervisors of this Board or any deputy thereof under the seal of the County, and such officers are hereby authorized and directed, for and in the name and on behalf of this Board and the County, to deliver, the Regulatory Agreement with such additions or changes in said- document aiddocument as such officers may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be evidenced conclusively by the execution and delivery of the Regulatory Agreement. 6 . The proposed form of preliminary official statement relating to the Bonds (the "Preliminary Official Statement") , in substantially the form presented to this meeting, to be used in connection with the offer and sale of the Bonds, is hereby approved, and the Board hereby ratifies and approves distribution of the Preliminary Official Statement to prospective purchasers of the Bonds. The Chair of this Board or any Authorized County Representative is hereby authorized and directed, for and in the name and on behalf of this Board and the County, to execute and deliver, at the time of sale of the Bonds, said form of Preliminary Official Statement as the final Official Statement (the "Official Statement") , with such additions thereto or changes therein as such officer may recommend or approve upon consultation with County Counsel and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official State- ment. Such changes may include, without limitation, such changes as to the principal amount, maturity schedule, interest rates and redemption features of the Bonds as effectuate the purposes of this resolution, provided, however, that no change may be made which results in an aggregate principal amount of Bonds or an interest rate thereon in excess of the limits prescribed in Sections 1 and 2 hereof. 7. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee' s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriters in accordance with written instructions executed on behalf of this Board and the County by the Chair of this Board or any Authorized County Representative, which instructions said officer is hereby authorized and directed, for and in the name and on behalf of the Board and the County, to execute and deliver to the Trustee. Such instructions shall sF2-7258.1 4 provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract, upon payment of the purchase price thereof. 8 . If the Chair of the Board is unavailable to execute the documents hereinabove mentioned, any Authorized County Representative shall be entitled to sign in the place of the Chair of the Board. 9 . This Board hereby appoints the Deputy Director-Redevelopment as administrator/manager of the Program (the "Administrator") . 10. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this resolution, 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 substitution of credit enhancement for the Bonds or any redemption of the Bonds, may be given or taken by the Administrator without further authorization by this Board, and the Administrator 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 Program. 11. All actions heretofore taken by the officers and agents of the County with respect co the establishment of the Program and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the County 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 and deliver any and all certifi- cates, agreements and other documents, including but not limited to those described in the Indenture, the Purchase Contract and the other documents herein approved, which they, 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 Program. sa2a258.1 5 12 . This resolution shall take effect immediately upon its adoption. ADOPTED this 3rd day of November, 1992, by the following vote: AYES: Supervisors Powers, Fanden, Schroder, Torlakson, NOES: None ABSTAINING: Supervisor McPeak ABSENT: None x Chair of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors By: Deputy * Supervisor McPeak abstained because of a possible conflict of interest. SF2-7259.1 6