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HomeMy WebLinkAboutMINUTES - 11142000 - C220 Contra � TO: BOARD OF SUPERVISORS ., ,:, Costa FROM: Dennis M. Barry, AICP, Director of Community Development Cote DATE: November 14, 2000 SUBJECT: Bond Sale Resolution -- Camara Circle Apartments, Concord and Pinecrest Apartments Antioch SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution authorizing the sale 'of Multi-Family Mortgage Revenue Bonds for the acquisition and rehabilitation of the Camara Circle Apartments, Concord and Pinecrest Apartments, Antioch, and actions related thereto. FISCAL IMPACT None. County is compensated for costs incurred in issuance process and for costs of monitoring compliance with Regulatory Agreement. BACKGROUND/REASONS FOR RECOMMENDATIONS See next page. CONTINUED ON ATTACHMENT: _X� SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM NDATION O BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON APPRO E AS RECOMMENDED VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOU S (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 3351255 ATTESTED, .•- ?�, , r PHIL BATCHELOR, CLERK OF THE cc: County Administrator's Office BOARD OF SUPERVISORS AND County Counsel COUNTY ADMINISTRATOR Community Development Via: Community Development Resources for Community Development BY DEPUTY Jones Hall City of Concord City of Antioch WAPemnaM0ARD0RDER8U 1.14revised.hon"t BACKGROUNDIREASONS FOR RECOMMENDATIONS On October 24,2000 the Board of Supervisors approved the sale of the subject bonds on a private placement basis. Since that time the lender—Citibank—has Indicated that they cannot purchase the bonds and hold in their portfolio as anticipated,therefore the structure of the bonds is being changed to a publicly sold variable rate,demand bond. The resolution before you provides the necessary authority to sell such bonds. The bond sale resolution authorizes a number of actions,a summary of which is provided as Attachment A. The following Is additional background on the project and the financing. On May 2,2000 the Board of Supervisors approved an inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds for the acquisition and rehabilitation of the Camara Circle Apartments, Concord,and Pinecrest Apartments,Antioch. The properties are to be owned by two separate limited partnerships formed by Resources for Community Development,a California nonprofit 501 (c)(3)corporation,which will serve as managing general partner. The Camara Circle Apartments Is a 52-unit project In the Monument B1vd./DetrottAve. area of Concord. The Pinecrest Apartments is a 24-unit project on Cavallo Rd.in Antioch. Both the City of Concord and the City of Antioch are contributing funds to the acquisition and rehabilitation of the respective projects,as is the County with HOME funds. The City staffs Indicate the financing Is consistent with City policies to upgrade the quality and affordability of its existing housing stock. The Regulatory Agreement of the County will require that at least 16 of the total 76 units(20%of each project)be reserved as affordable units for at least thirty years. Because of local financial assistance,and the owner's intentto qualify 100%of the units as affordable units using the 4%Low Income Housing Tax Credit Program,all of the units in the two projects will be affordable to low income households. The proposed financing and the credentials of Resources for Community Development have been thoroughly evaluated by staff. The County and its Redevelopment Agency have partnered with Resources for Community Development on other affordable housing transactions,including Elaine Null Court-Bay point,Riley Court-Concord and Aspen Court-Pacheco. The rehabilitation bids have been secured and the buyer is prepared to proceed immediately. The bonds to be issued will finance the acquisition and rehabilitation of the Camara Circle Apartments and the Pinecrest Apartments. The bonds will be secured by a pledge of rents and reserve accounts. The bonds will be sold publicly. The bonds will be credit enhanced with a Citibank Letter of Credit. The bonds are to be issued in two series as follows: * 2000 Series A (Camara Circle construction and permanent loan In an amount not to exceed $4,000,000); * 2000 aeries B (Pinecrest construction and permanent loan in an amount not to exceed $1,525,000). No pledge of County revenues is involved. WAPersonalWARDORDEKs1 t.larevised-bondsale 'e ATTACHMENT A The resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of 2 series of revenue bonds in an amount not to exceed, in the aggregate, $5,525,000; 2. Approves the form of Indentures between the County and Wells Fargo Bank, National Association as Trustee; 3. Approves the form of Loan Agreements between the County, Citibank, and the Trustee; 4. Approves the form of Bond Purchase Agreements between the County, the underwriter, and the borrower; 5. Approves form of Regulatory Agreements between the County and the borrowers; & Approves the form of Intercreditor Agreements; 7. Approves the form of Official Statements; & Approves the form of Bond Purchase Agreements; 9. Designates gain-Rauscher as the Underwriter; 10. Designates Jones Hall, a professional law corporation, as Bond Counsel and Disclosure Counsel; 11. 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. WAPenonalWARDORDER5111.14revised..bondsale 13052-26 JH:SM:law 10/09/00 10/10/00 10/16/00 11/07/00 COUNTY OF CONTRA COSTA RESOLUTION NO, 2000/515 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF TWO SERIES OF COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE BONDS TO FINANCE TWO MULTIFAMILY PROJECTS, AUTHORIZING THE EXECUTION AND DELIVERY OF TWO INDENTURES, TWO LOAN AGREEMENTS, TWO OR MORE REGULATORY AGREEMENTS, TWO OFFICIAL STATEMENTS, AND TWO BOND PURCHASE CONTRACTS, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act"), authorizes counties and cities to incur indebtedness for the purpose of financing the acquisition, construction, rehabilitation and development of multifamily rental housing facilities to be occupied in part by persons of low and very low income; WHEREAS, the County of Contra Costa (the "County") hereby finds and declares that it is necessary, essential and a public purpose for the County to engage in a program (the "Program") of financing the acquisition, rehabilitation and development of multifamily rental housing facilities, and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; WHEREAS, the County hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; WHEREAS, Camara Housing Associates, L.P. (the "Camara Borrower") and Pinecrest Affordable Housing, L.P. (the "Pinecrest Borrower" and, together with the Camara Borrower, the "Borrowers") have requested that the County issue and sell the Bonds (hereinafter defined) for the purpose of financing the acquisition, rehabilitation and development of two multifamily rental housing facilities, one located on scattered sites in the City of Concord, California, (the "Camara Project") and one located in the City of Antioch, California (the "Pinecrest Project" and, together with the Camara Project, the "Projects"); WHEREAS, the payment of the principal and purchase price of, and interest on, the Bonds, will be supported by a direct pay letter of credit issued by Citibank, N.A., on behalf of Citibank, FSB; 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 and the implementation of the Program 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. F. r NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisor of the County of Contra Costa, as follows: Section 1. The County hereby finds and declares that the above recitals are true and correct. Section 2. Pursuant to the Act, two series of revenue bonds of the County, designated as (i) "County of Contra Costa Multifamily Housing Revenue Bonds (Camara Circle Apartments), 2000 Series A" (in the aggregate principal amount of not to exceed $4,000,000) and (ii) "County of Contra Costa Multifamily Housing Revenue Bonds (Pinecrest Apartments), 2000 Series B" (in the aggregate principal amount of not to exceed $1,470,0 (collectively, the "Bonds"), 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") or the Deputy Director - Redevelopment of the County of the County (the "Deputy Director-Redevelopment"), 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 hereinafter mentioned Indentures. Section 3. The form of indentures relating to the Bonds (the "Indentures"), one each for the Camara Project and the Pinecrest Project, each between the County and Wells Fargo Bank, National Association, as trustee (the "Trustee") and the form of loan agreements relating to the Bonds (the "Loan Agreements") one each for the Camara Project and the Pinecrest Project, each among the County, the Trustee and the applicable Borrower, in each case in the form on file with the Deputy Director-Redevelopment, are hereby approved. The Chair, the Vice Chair of the Board of Supervisors, the Director of Community Development of the County and the Deputy Director-Redevelopment (each, a "Designated Officer") are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Indentures and the Loan Agreements in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the County, 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 County of said Indentures and Loan Agreements. Section 4. The form of regulatory agreement and declaration of restrictive covenants relating to the Bonds (the "Regulatory Agreement") between the County and each of the Borrowers, in the form on file with the Deputy Director-Redevelopment, is hereby approved. The Designated Officers of the County are, and each of them acting alone is,hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver a Regulatory Agreement or Regulatory Agreements for each Project in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the County,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 County of said Regulatory Agreements. 2 ,/e Section 5. 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 Bondholder in accordance with written instructions executed on behalf of the County 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 County, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Bondholder in accordance with the Indentures, upon payment of the purchase price therefor. Section 6. The form of official statements relating to the Bonds (the "Official Statements"), one for each series of Bonds in the form on file with the Deputy Director- Redevelopment, is hereby approved. The County hereby authorizes the distribution of the Official Statements, in either preliminary or final form, to potential purchasers of the Bonds, provided that the Underwriter (hereinafter defined) shall ensure that all purchasers of the Bonds receive copies of the applicable final Official Statement. The Designated Officers of the County are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the final Official Statements in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with disclosure counsel to the County, 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 County of said final Official Statements. Section 7. The form of bond purchase contract relating to the Bonds, (the "Purchase Contracts"), one for each Series of Bonds, among the County, the Underwriter and the applicable Borrower, in the form on file with the Deputy Director-Redevelopment, is hereby approved. The Designated Officers of the County are, and each of them acting alone is,hereby authorized and directed for and in the name of and on behalf of the County, to execute and deliver the Purchase Contracts in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with disclosure counsel to the County, 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 County of said Purchase Contracts. Section 8. The firm of Jones Hall, A Professional Law Corporation, is hereby designated as bond counsel and disclosure counsel to the County for the Bonds. The fees and expenses of bond counsel and disclosure counsel for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or from contributions made by, or on behalf of, the Borrowers. Section 9. The firm of Dain Rauscher is hereby designated as underwriter and remarketing agent (the "Underwriter") for the Bonds. The fees and expense of the Underwriter in connection with the issuance of the Bonds shall be payable solely from the proceeds of the Bonds or from contributions made by, or on behalf of, the Borrowers. Section 10. All actions heretofore taken by the officers and agents of the County with respect to the establishment of the Program and the sale and issuance of the Bonds are 3 '4' 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 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 County and in order to carry out the Program, including but not limited to those certificates, agreements, deeds of trust and other documents described in the Indentures, the Loan Agreements, the Regulatory Agreements, and the other documents herein approved and any certificates, agreements or documents, including, if appropriate and without limitation, an intercreditor agreement, assignments, and subordination agreements, as may be necessary to further the purpose hereof which shall not create any obligation or liability of the County other than with respect to the revenues and assets derived from the proceeds of the Bonds, provided that in no event the principal amount of the Bonds for the Camara Project shall not exceed$4,000,000 and the principal amount of the bonds for the Pinecrest Project shall not exceed$1,470,000. Section 11. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 14th day of November, 2000,by the following vote: AYES: SUPERVISORS GIOIA, UIL %, DESAULNIER, CANCIAMILLA and GERBER NOES: NONE ABSENT: NONE ABSTAIN: NONE Chair AT"T"EST: Phil Batchelor County Administrator and Clerk of the Board of?upervisors By: : ' Deputy Clerk 4