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HomeMy WebLinkAboutMINUTES - 11011994 - 1.34 r rsv - Contra Costa TO: BOARD OF SUPERVISORS Chu nty r uhf J FROM: Harvey E. Bragdon Director of Community Development DATE: November 1, 1994 SUBJECT: Bond Sale Resolution - Meadows Apartments, Antioch SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution authorizing the sale of Multi-Family Mortgage Revenue Refunding Bonds for the refinancing of the Meadows Apartments, Antioch, and actions related thereto. ISCAL IMPACT None. County is compensated for costs incurred in the issuance process and for costs of monitoring compliance with regulatory agreements. BACKGROUND/REASONS FOR RECOMMENDATIONS In 1985 the County issued its $4,920,000 Multi-Family Mortgage Revenue Bonds for the Meadows Apartments, a 136 unit development in Antioch. The mortgage loan was backed by a guaranty issued by the Federal National Mortgage Association (FNMA). The project is in default under the terms of the FNMA guaranteed mortgage. The bonds are not in default, i.e., CONTINUED ON ATTACHMENT: XX YES SIGNATURE: J, i RECOMMENDATION OF COUNTY ADMINISTRATOR ECOMMEN ATION OF 70D COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON NOV f APPROVED AS RECOMMENDED-X OTHER 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. Source: Jim Kennedy 646-4076 cc: Community Development ATTESTED NOV 1 1994 County Administrator PHIL BATCHELOR, CLERK OF County Counsel THE BOARD OF SUPERVISORS via Community Development AND COUNTY ADMINISTRATOR Todd Lockwood First Interstate Bank ' Jones Hall Hill & White BY , DEPUTY JK:Ih sral&meadows.bos all principal and interest due has been paid. To cure the mortgage default, sale of refunding bonds is being recommended. The refunding bonds will permit the mortgage to be rewritten at a significantly lower interest rate. In exchange for providing for the sale of refunding bonds, the County will secure an increase in the time period for which units must be reserved for very low income. That time period will run from 15 years from the date of issuance of the refunding bonds. The proceeds of the bonds will refinance the mortgage on the Meadows Apartments. The bonds will be secured by a pledge of rents, reserve accounts, and by the FNMA guaranty. The bonds are expected to be rated AAA. The underwriters in this transaction are First Interstate Bank and Henderson Capital. Henderson Capital is a local MBE/WBE firm. The underwriters were determined pursuant to adopted board policy for the selection of underwriters. The bond counsel is Jones Hall Hill & White, and Vaca and Vaca as co-counsel. Vaca & Vaca is a locally based MBE/WBE firm. The bond sale resolution authorizes a number of actions, a summary of which is included as Attachment A. The County, as required by Section 147(f) of the Internal Revenue Code, has held a noticed public hearing to permit interested parties to comment on the project. The following oral comments were received: A. None. B. The following written comments were received: • 10/26/94 letter from Wilhelmina Andrade, 1814 Geneva Lane, Antioch (copy attached). Response to letter: 1. The proposed financing will not add additional low income housing units to the area; rather it will stabilize the financial condition of an existing apartment project that has an affordable housing obligation; 2. No city redevelopment funds or County housing funds are pledged to pay debt service on the bonds. The bonds are entirely secured by mortgage payments of the owner, and a guaranty of FNMA: ATTACHMENT A The recommended resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of revenue bonds in an amount not to exceed $5 million; 2. Approves the Form of Trust Indenture between the County and the Trustee, First Trust of California, a National Association; 3. Approves the Form of Bond Purchase Agreement between the County, the owner (Todd W. Lockwood and Karen S. Lockwood, as Trustee for the Lockwood Family Trust, and Daniel P. Moylan and Shawne L. Moylan), and First Interstate Bank and Henderson Capital; 4. Approves the Form of Financing Agreement between the County, Trustee, Owner, and Key Corp. Mortgage, Inc., the lender; 5. Approves the Form of Regulatory Agreement between the County, Trustee, Lender, and the Owner; 6. Approves the Form of Preliminary Official Statement; 7. Designates First Interstate Bank as Underwriter, and Henderson Capital as Co-Underwriter; 8. Designates Jones Hall Hill & White as Bond Counsel and Vaca & Vaca as Co-Counsel; 9. Designates Litten Financial Consulting as Financial Advisor; 10. Authorizes the Chair, Vice Chair, County Administrator, Director of Community Development, Deputy Director- Redevelopment to take such other actions necessary to complete the sale of bonds and assistance related thereto. OCT . 269 1994 CONTRA COSTA COUNTY COM. DEV. DEPT . '.J6"N,Tt9n �,o�`4 651 PINE STREET �A MARTINEZ , CALIF. 94553 -94 OCT 28 P112: 43 a. �, e , 43 Dear Mr. Jim Kennedy: d VEL Ci DER This is regarding the legal notice of a 'Public Hearing to be held in Martinez to issue offinancing and refinancing of multi family rental housing in the City of Antioch,,!. Since the public notice said the Public Hearing will be held at 3:00 p.m. in Martinez our workers from Antioch will not have an oportunity to attend. Another 136 units of low-income units of low-income housing near an already saturated crime problem area- is a disservice to all our Antioch taxpayers who now do not have adequate police services for our present;`,- .residents. I don't know what revenue stream will be used to pay for those payments to benefit Mr. Lockwood family trust financial benefits which is for a pri- vate owner. Antioch which has an unfair redevelopment agency scheme, which has a 20% low-income housing allotment cannot incurr more of the County's redevelopment low-income schemes or any H.U.D. federal grant low- income problem housing. Rivertown does not provide revenues for all the police services for Sycammore apartment areas. Antioch has said that our taxpayers should pay a 'Utility tax' which voters rejected 4 to one for more revenues for our general fund for services and now city is saying that they can place a parcal tax without our vote for more police. By golly County should not get envolved in issuing 5 and 2 million dollars to benefit the Lockwood Family Trust . Taxpayers money should only be used for public benefits . I believe the revenue stream will be taxpayers money that should be used for public services.County serviceti I protest the county placing the county's share of low-cost housing in Antioch which cannot provide adequate police services to the present resid- ents, wbstber it is for redevelopment schemes or for federal grants etc. Mr. Kennedy, you only go thru this world once, you can't come back and say you are sorry. Please work for a higher power. Thank you. Wilhelmina Andrade (510) 757-5202 1814 Geneva Lane Antioch , Ca. 94509 f , RESOLUTION NO. 94/542 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE REFUNDING BONDS, 1994 SERIES C (THE MEADOWS APARTMENTS) AND TAXABLE MULTIFAMILY HOUSING REVENUE REFUNDING BONDS, 1994 SERIES D (THE MEADOWS APARTMENTS), AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE,A FINANCING AGREEMENT, AN AMENDED AND RESTATED REGULATORY AGREEMENT, AN OFFICIAL STATEMENT AND A BOND PURCHASE AGREEMENT,AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING 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; WHEREAS, the County has heretofore issued its $4,920,000 principal amount of County of Contra Costa Multifamily Mortgage Revenue Bonds, 1985 Issue B (Fannie Mae Program — The Meadows Project) (the "Prior Bonds"), and loaned the proceeds thereof to Technical Equities Corporation (the "Developer) for the purpose of financing the construction and development of a 136 residential unit multifamily housing project (the "Project") located at 2200 Sycamore Drive in Antioch; WHEREAS, as a consequence of a default by the successors in interest to the Developer as owners of the Project (the "Owners") on the mortgage loan with respect to the Project, the Prior Bonds will be paid in full with the proceeds of a new mortgage loan to be made by Key Corp Mortgage Inc. (the"Lender");and WHEREAS, the Owners have requested that the County issue bonds (the 'Bonds") to provide funds to fund the new mortgage loan to be made to the Owners by the Lender and thereby refinance the Project; WHEREAS, the Deputy Director—Redevelopment of the Community Development Department of the County has 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, 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 will 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 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code(the"Refunding Law"). 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. 2. Pursuant to the Refunding Law and the Indenture (hereinafter defined), revenue bonds of the County designated as "County of Contra Costa Multifamily Housing Revenue Refunding Bonds, 1994 Series C (The Meadows Apartments)" (the "Series C Bonds") and "County of Contra Costa Taxable Multifamily Housing Revenue Refunding Bonds, 1994 Series D (The Meadows Apartments)" (the "Series D Bonds," and together with the Series C Bonds, the 'Bonds"), in an aggregate principal amount not to exceed $4,715,000, 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. 3. The indenture of trust relating to the Bonds (the"Indenture")by and between the County and First Trust of California, National Association, as trustee (the "Trustee'), in the form on file with the Clerk of the Board, is hereby approved. Any one of the Chair, the Vice- Chair of the Board of Supervisors, the County Administrator, the Director of Community Development and the Deputy Director-Redevelopment of the Community Development Department of the County (collectively, the "Designated Officers") is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest 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 of the Community Development Department of the County and Co-Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof, provided that no additions or changes shall authorize an aggregate principal amount of 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. 4. The financing agreement relating to the Bonds (the"Financing Agreement")among the County, the Trustee, the Owners and the Lender, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Financing Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Financing Agreement upon consultation with the Deputy Director- Redevelopment of the Community Development Department of the County and Co-Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Financing Agreement by the County. 5. The amended and restated regulatory agreement and declaration of restrictive covenants relating to the Bonds (the "Regulatory Agreement") among the County, the Trustee and the Owners, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, 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 of the Community Development Department of the County and Co- Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof), the approval of such additions or changes to be 2 conclusively evidenced by the execution and delivery of the Regulatory Agreement by the County. 6. The bond purchase agreement for the Bonds (the "Purchase Contract")among the County, First Interstate Bank of Arizona, N.A. and Henderson Capital (collectively, the "Underwriters") and the Owners in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract and to execute and deliver the Purchase Contract in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase Contract upon consultation with the Deputy Director-Redevelopment of the Community Development Department of the County and Co-Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11 hereof(provided that no such change shall increase the aggregate principal amount of the Bonds over the amount specified in Section 2 above and the initial interest rate to be borne by any maturity of the Bonds shall not be in excess of 8.0% and the Underwriters' fee and/or discount shall not be in excess of 2.0% of the principal amount of the Bonds sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the County. 7. The official statement relating to the Bonds (the "Official Statement") in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to execute the Official Statement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Official Statement upon consultation with the Deputy Director of Redevelopment of the Community Development Department of the County and Co-Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the County. The Underwriters are hereby authorized to distribute copies of the executed Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriters of a preliminary Official Statement relating to the Bonds is hereby approved and authorized, and any one of the Designated Officers is hereby authorized on behalf of the County, upon consultation with Co-Bond Counsel to the County, to "deem final" the preliminary Official Statement within the meaning of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such rule). 8. 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 the County by any one of the Designated Officers of the County, which instructions said officer is hereby authorized and directed, for and in the name and behalf of the County, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract, upon payment of the purchase price therefor. 9. The law firms of Jones Hall Hill & White, A Professional Law Corporation and Vaca & Vaca are hereby designated as co-bond counsel to the County in connection with the issuance of the Bonds. The Deputy Director— Redevelopment of the Community Development Department of the County is hereby authorized to execute agreements with said firms in 3 connection with their services with respect to the Bonds, in form and substance acceptable to him. 10. The firm of Litten Financial Consulting is hereby designated as financial advisor to the County in connection with the issuance of.the Bonds. 11. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Prior Bonds and 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 and the redemption of the Prior Bonds, including but not limited to those certificates, agreements and other documents described in the Indenture, the Financing Agreement, the Regulatory Agreement, the Purchase Contract and the other documents herein approved and any certificates, agreements or documents as may be necessary to evidence credit support or additional security for the Bonds or to defease or redeem the Prior Bonds. 12. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 1st day of November, 1994 by the following vote: AYES: Supervisors Smith, Bishop, DeSaulnier, Torlakson, Powers NOES: None ABSTAINING: None ABSENT: None ?Chair ATTEST: Phil Batchelor County Administrator and Clerk of the Board of Supervisors By: ;j � J Deputy Clerk 13052-18:J1496 10/24/94 4