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Home My WebLink AboutMINUTES - 10072008 - PR.2 oil TO: BOARD OF SUPERVISORS FROM: Catherine Kutsuris, Director Conservation and Development Department DATE: October 7, 2008 SUBJECT: Multi-Family Mortgage Revenue Bonds — Giant Road Family Apartments Project, San Pablo SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT Resolution approving a Third Amendment to Master Pledge and Assignment related to the County's 2005 issuance of $18,634,000 of Multi-Family Housing Revenue Bonds to finance the Giant Road Family.Apartments, San Pablo. FISCAL IMPACT No General Fund obligation is involved. Bonds have been issued, and the County is reimbursed for costs associated with issuance of bonds. Annual expenses related to monitoring of the Regulatory Agreement are accommodated in the bond issue. The bonds to be issued will be solely secured by a pledge of revenues (rents, reserves, etc.) pledged under the bond documents. No County funds are pledged to secure the bo /�,� CONTINUED ON ATTACHMENT: X YES SIGNATURE: / //2iv( 40VI _RECOMMENDATION OF COUNTY ADMINISTRATO REC MENDATION 70ARD COMMITTEE ?<- APPROVE _ OTHER SIGNATURE(S): ACTION OF BOARD ON ocro,c)" 7, aGbS APPROVE AS RECOMM DED Y O HER_ 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. Contact: Jim Kennedy 5-7225 orig: Conservation & Development cc: County Administrator ATTESTED W County Counsel DAVID TWA, CLERK OF THE Housing Authority BOARD OF SUPERVISORS Redevelopment Agency AND THE COUNTY ADMINISTRATOR via: Conservation & Development EBALDC B DEPUTY City of San Pablo G:\CDBG-REDEV\MF MRB\Giant Family Apts\Giant Reissue Sectionl47.Board.Order.10.07.08.doc BACKGROUND/REASONS FOR RECOMMENDATIONS Giant Road Family Apartments is an 86-unit project located at 2832 Giant Road, San Pablo. The project was financed with multi-family housing revenue bonds issued by the County in 2005. The project was completed and opened in 2007. The ownership entity is Giant Development, L.P., a California limited partnership,with East Bay Asian Local Development Corporation (EBALDC)as the managing General Partner. The project also included County financing in the form of Community Development Block Grant funds of$60,000 and HOME Investment Partnership funds of$600,000. San Pablo also provided $450,000 of the financing with redevelopment funds. Due to the complexity in coordinating project-based Section 8 and Shelter Plus financing,the project has experienced delays in achieving a final loan closing.The recommended action is the approval of the Third Amendment to Master Pledge and Assignment amending and supplementing the Original Pledge and Assignment in order to provide for a new maturity date of December 1, 2008 for the 2005 Series A-2 Bonds. The Board's action acknowledges that a public hearing has been held by the Deputy Director—Redevelopment as required by Section 147(f)of the Internal Revenue Code. G:\CDBG-REDEV\MF MRB\Giant Family Apts\Giant Reissue Sectionl47.Board.Order.10.07.08.doc RESOLUTION NO. 2008/648 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE EXECUTION AND DELIVERY OF A THIRD AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN OTHER DOCUMENTS AND CERTIFICATES AND APPROVING OTHER RELATED ACTIONS IN CONNECTION WITH GIANT ROAD FAMILY APARTMENTS WHEREAS, the County of Contra Costa (the "County") has heretofore issued its $3,135,000 aggregate principal amount of Multifamily Housing Revenue Bonds (Giant Road Family Apartments), 2005 Series A-1 (the "Series A-1 Bonds") and its $15,499,000 aggregate principal amount of Multifamily Housing Revenue Bonds (Giant Road Family Apartments), 2005 Series A-2 (the "Series A-2 Bonds" and, collectively with the Series A-1 Bonds, the "Bonds") pursuant to a Master Pledge and Assignment dated as of August 1, 2005, as heretofore amended by the First Amendment to Master Pledge and Assignment dated as of December 1, 2005 (collectively, the "Original Pledge and Assignment'), both by and among the County, and U.S. Bank National Association, as agent (the "Agent'), and U.S. Bank National Association, as holder (the "Holder"); WHEREAS, the County has lent the proceeds of the Bonds to Giant Development, L.P., a California limited partnership (the 'Borrower") pursuant to a Loan Agreement, dated as of August 1, 2005 (as amended, the "Loan Agreement'), by and between the Agent, as agent for the County, and the Borrower; WHEREAS, the Borrower has used the proceeds of the Bonds to acquire and construct the Project (as defined in the Original Pledge and Assignment); WHEREAS, the Original Pledge and Assignment has heretofore been amended two times at the request of the Borrower, the Agent and the Holder; WHEREAS, the Borrower has requested that the County, the Agent and the Holder further modify, amend and supplement the Original Pledge and Assignment, and the form of the Series A-2 Bonds, in accordance with the provisions of the Original Pledge and Assignment in order to provide for new maturity dates for the Series A-2 Bonds; and WHEREAS, there has been presented to this meeting a proposed form of Third Amendment to the Master Pledge and Assignment (the "Third Amendment'), by and among the County, the Agent and the Holder, containing the revisions requested by the Borrower, the Agent and the Holder; WHEREAS, the execution and delivery of the Third Amendment will cause the Bonds to be reissued for federal income tax purposes, and as a result, the provisions of the Internal Revenue Code requiring a public hearing are applicable to the execution and delivery of the Third Amendment; WHEREAS, on September 29, 2008, the Deputy Director — Redevelopment of the County 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, the County has determined that it is in the public interest that such modifications, amendments and supplements as are set forth in the Third Amendment be made to the Original Pledge and Assignment, and that certain other actions be taken in connection therewith. 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. The Third Amendment to Master Pledge and Assignment by and among the County, the Agent and the Holder, in the form on file with the Clerk of the Board of Supervisors, is hereby approved. The Chair of the Board of Supervisors, the Vice Chair of the Board of Supervisors, the County Administrator, the Interim Director, Department of Conservation and Development and the Deputy Director-Redevelopment (each a "Designated Officer") are hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Third Amendment to Master Pledge and Assignment in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Third Amendment to Master Pledge and Assignment upon consultation with Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Third Amendment to Master Pledge and Assignment by the County, provided that no such addition or change shall extend the final maturity date of the Series A-2 Bonds to later than December 1, 2008. 3. The Designated Officers, each acting alone, are hereby are hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the revised Series A-2 Bonds, in the form attached to the Third Amendment to Master Pledge and Assignment, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Series A-2 Bonds upon consultation with Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Series A-2 Bonds by the County. The County shall deliver such Series A-2 Bonds to the Holder only upon the receipt from the Holder of the existing Series A-2 Bonds. 4. All actions heretofore taken by the officers and agents of the County with respect to the execution and delivery of the Third Amendment to Master Pledge and Assignment are hereby approved, confirmed and ratified, and the proper officers of the County, including the Designated Officers, are hereby authorized and directed, upon consultation with Bond Counsel, 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 transactions contemplated thereby Bonds in accordance with this Resolution, including but not limited to those certificates, agreements and other documents described in the Third Amendment to Master Pledge and Assignment. 2 5. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 7th day of October, 2008, by the following vote: AYES: 66Ol�i.� {�� tYLLtU.) �(,bV�X NOES: KoLice ' ABSTAINING:: �IQq , { kl ABSENT: Chair ATTEST: David Twa County Administrator and Clerk Of the Board of Supervisors By: 6Yl,{1l,U" , Deputy Clerk 3