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HomeMy WebLinkAboutMINUTES - 11171992 - 1.116 Contra TO: BOARD OF COMMISSIONERS - ;sCosta CONTRA COSTA COUNTY HOUSING AUTHORITY c- ^ iJ� County FROM: Richard J. Martinez °" Acting Interim Executive Director DATE: November 17, 1992 SUBJECT: Bond Sale Resolution - Moraga Royale SPECIFIC REQUEST(S) OR RECOMMENDATIONS (S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Adopt Resolution authorizing the sale of Multi-Family Housing Refunding Bonds for Moraga Royale, Moraga, 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 Housing Authority issued multi-family tax exempt bonds for the Moraga Royale Senior Citizen project (1985 Issue J) . Moraga Royale is a 95 unit senior citizen retirement project. r CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR REcb ENDATIO F BOARD CO ITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON JU APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS v 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. Jim Kennedy, 646-4076 cc: Community Development County Administrator ATTESTED County Counsel PHIL BATCHELOR, CLERK OF Housing Authority THE BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR SRA6/mrmoraga.bos By , DEPUTY The owner of the project, Moraga Royale, a California general partnership (Goldrich & Kest) , has requested that the Authority refund those 1985 bonds to take advantage of interest rate reductions that have recently occurred and to replace the security instrument. Staff agreed to recommend the sale of refunding bonds so long as: 1. The bonds were adequately secured; 2 . The County's/Authority'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/Authority'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 guaranty from Commercial Union Assurance Company, and a reinsurance policy from AXA Reinsurance. The expected rating is nAA. if 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 November 10, 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 Housing Refunding Bonds (Moraga Royale, Moraga) . Pursuant to Federal Law, the County is required to hold a public hearing on the proposed issuance of Multi-Family Housing Refunding Bonds. This noticed public hearing was held on November 10, 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 $6. 0 million; 2 . Approves the form of Indenture between the Authority and First Tennessee Bank N.A. , as Trustee; 3 . Approves the form of Bond Purchase Agreement between the Authority, Owner, and A. G. Edwards & Sons, Inc. as senior managing underwriter, and Smith Mitchell Investment Group, Inc. as co-managing underwriter; 4 . Approves form of Loan Agreement between Authority and Owner; 5. Approves form of Regulatory Agreement between Authority, Trustee and Owner; 6. Approves form of Remarketing Agreement between the Authority, the Trustee, and A. G. Edwards as the Remarketing Agent; 7 . Approves form of preliminary Official Statement; 8 . Related to the 1985 bonds, approves form of First Supplemental Indenture between the Authority and Bank of America National Trust & Savings Association (the 111985 Trustee") and the First Amendment to Loan Agreement between the Authority, Owner and 1985 Trustee; 9 . Designates A. G. Edwards & Sons, Inc. as Senior Managing Underwriter and Smith Mitchell Investment Group, Inc. as Co-Managing Underwriters, and Jones Hall Hill & White as bond counsel; 10. Appoints the Contra Costa County Community Development Department as the Administrator; 11. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development, Deputy Director- Redevelopment, and the Interim Acting Executive Director to take such other actions necessary to complete the sale of bonds and assistance related thereto. 1fi4 RESOLUTION NO. 92/792 A RESOLUTION OF THE HOUSING AUTHORITY OF THE COUN'T'Y OF CONTRA COSTA AUTHORIZING SALE AND ISSUANCE OF MULTIFAMILY HOUSING REFUNDING REVENUE BONDS FOR THE MORAGA ROYALE PROJECT,AND APPROVING RELATED DOCUMENTS AND AUTHORIZING OFFICIAL ACTION IN CONNECTION THEREWITH WHEREAS, the Housing Authority of the County of Contra Costa (the "Authority") proposes to issue its Housing Authority of the County of Contra Costa Multifamily Mortgage Revenue Refunding Bonds (Moraga Royale Project) 1992 Series D and its Housing Authority of the County of Contra Costa Taxable Multifamily Mortgage Revenue Refunding Bonds (Moraga Royale Project) 1992 Series E (collectively, the 'Bonds"), in the aggregate principal amount of not to exceed $6,000,000, under and pursuant to Article 11 of Chapter 3 of Part 1 of Division 2 of the California Government Code (the "Law"), in order to make a loan to Moraga Royale, a California general partnership (the "Company") for the refinancing of a multifamily congregate care rental housing project (the "Project") located in the Town of Moraga, County of Contra Costa, California; and WHEREAS, the Bonds are to be issued under and pursuant to a Trust Indenture (the "Indenture"), dated as of December 1, 1992, between the Authority and a trustee to be named therein (the "Trustee"); and WHEREAS, pursuant to the terms of a proposed Amended and Restated Regulatory Agreement dated as of December 1, 1992, among the Authority, the Trustee and the Company (the "Regulatory Agreement"), at least 20%of the dwelling units in the Project are required to be leased or.rented to persons or families of low or moderate income; and WHEREAS, the proceeds of the Bonds are to be loaned to the Company under a Loan Agreement dated as of December 1, 1992, by and between the Authority and the Company (the "Loan Agreement") pursuant to which the Authority has agreed to lend the proceeds of the Bonds to the Company to enable the Company to refinance the Project; and WHEREAS, A. G. Edwards & Sons, Inc. and Smith Mitchell Investment Group Inc., as purchasers (collectively, the "Purchasers") has submitted an offer to purchase the Bonds in the form of a bond purchase contract (the "Purchase Contract"), and there has been presented at this meeting a draft of an official statement (the "Official Statement") describing the Bonds and certain other agreements necessary to implement the refinancing and the issuance of the Bonds; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in 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 Law. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing Authority of the County of Contra Costa as follows: Section 1. The Authority hereby finds and declares that the above recitals are true RESOLUTION NO. 92/792 and correct. Section 2. Pursuant to the Law and the Indenture, revenue bonds of the Authority designated as "Housing Authority of the County of Contra Costa Multifamily Mortgage Revenue Refunding Bonds (Moraga Royale Project) 1992 Series D" and "Housing Authority of the County of Contra Costa Taxable Multifamily Mortgage Revenue Refunding Bonds (Moraga Royale Project) 1992 Series E" in an aggregate principal amount not to exceed $6,000,000 are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chairman, the seal or facsimile of the seal of the Authority shall be reproduced thereon and attested by the manual or facsimile signature of the Secretary, in the form set forth in and otherwise in accordance with the Indenture. Section 3. The Indenture with respect to the Bonds between the Authority and the Trustee, in the form presented to this meeting, is hereby approved. The Interim Acting Executive Director, the Fiscal Officer and the Deputy Director - Redevelopment for the Contra Costa County Community Development Department (the "Designated Officers") are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Deputy Director - Redevelopment for the Contra Costa County Community Development Department upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Indenture. The date, maturity dates, aggregate principal amount, annual maturity amounts, 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. Section 4. The Loan Agreement with respect to the Bonds between the Authority and the Company, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Loan Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Deputy Director - Redevelopment for the Contra Costa County Community Development Department upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Loan Agreement. Section 5. The Regulatory Agreement among the Authority, the Trustee and the Company, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Regulatory Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Deputy Director - Redevelopment for the Contra Costa County Community Development Department upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery by the Authority of such agreements. Section 6. The Purchase Contract between the Authority and the Purchasers, in RESOLOION NO. 92/792 the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the offer of the Purchasers to purchase the Bonds contained in the Purchase Contract and to execute and deliver the Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by the Deputy Director - Redevelopment for the Contra Costa County Community Development Department upon consultation with bond counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Purchase Contract; provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $6,000,000, result in an initial stated interest rate on either series of the Bonds in excess of 10% per annum or result in an underwriter's discount or fee (excluding any original issue discount) in excess of 3% of the aggregate principal amount of the Bonds. Section 7. The Official Statement relating to the Bonds (the "Official Statement"), in the form presented to this meeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute the Official Statement in said form, with such addition thereto or changes therein as are recommended or approved by the Deputy Director - Redevelopment for the Contra Costa County Community Development Department upon consultation with bond counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Official Statement. The Underwriter is hereby authorized to distribute copies of the Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of the Official Statement in the form of a preliminary official statement is hereby ratified and approved. The Designated Officers are, and each of them acting alone is, hereby authorized to execute a certificate to the effect that such preliminary official statement and the Official Statement, as of their respective dates, are deemed final by the Authority for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. Section 8. The First Supplemental Indenture (the "Supplemental Indenture"), between the Authority and Bank of America National Trust and Savings Association, as trustee (the "1985 Trustee"), amending that certain Indenture of Trust, dated as of December 1, 1985, by and between the Authority and the 1985 Trustee (the "Supplemental Indenture"), and the First Amendment to Loan Agreement (the "Amendment to Loan Agreement"), among the Authority, the Company and the 1985 Trustee, amending that certain Loan Agreement, dated as of December 1, 1985, among the Authority, the Company and the 1985 Trustee, each executed and delivered by the Authority in connection with revenue bonds of the Authority to be refunded with the proceeds of the Bonds, in substantially the form presented to this meeting, are hereby approved. The Designated Officers are, and each of them acting along is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Supplemental Indenture and the Amendment to Loan Agreement, in substantially said forms, with such additions thereto and changes therein as are recommended or approved by the Deputy Director - Redevelopment for the Contra Costa County Community Development Department upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 10 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of said Supplemental Indenture and Amendment to Loan Agreement by the Authority. RESOLUTION NO. 92/792 -3- Section 9. 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 appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Purchaser in accordance with written instructions executed on behalf of the.Authority by one of the Designated Officers, which instructions such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Purchaser in accordance with the Purchase Contract, upon payment of the purchase price therefor. Section 10. A. G. Edwards & Sons, Inc. and Smith Mitchell Investment Group Inc. are hereby designated as underwriters for the Bonds, and the law firm of Jones Hall Hill & White is hereby designated as bond counsel to the Authority for the Bonds. The fees of said firms for their work in connection with the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Company. Section 11. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver 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 and resolutions heretofore adopted by the Authority and in order to redeem and defease the bonds to be refunded with the proceeds of the Bonds, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, the Regulatory Agreement, the Purchase Contract, the Remarketing Agreement, the Supplemental Indenture, the Amendment to Loan Agreement and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof or provide additional security for the Bonds, but which shall not create any obligation or liability of the Authority other than with respect to the revenues and assets derived from the proceeds of the Bonds, the Project and the Remarketing Agreement. RESOLUTION NO. 92/792 -4- Section 12. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 17th day of November, 1992,by the following vote: AYES: Commissioners Powers, Fanden, Schroder, Torlakson, McPeak NOES: None ABSENT: None ABSTAIN: None n Chair (SEAL) Attest: Fbll Batchelor,Clerk of the Board of (Supervisors and County Administrator By: Cir Deputy Clerk Joo70 RESOLUTION NO. 92/792 -5-