HomeMy WebLinkAboutRESOLUTIONS - 01012003 - 2003-265 RESOLUTION NO. 2003/265
OF THE BOARD OF SUPERVISORS OF THE
COUNTY OF CONTRA COSTA
RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF
MULTIFAMILY HOUSING REVENUE BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $7,400,000 TO FINANCE A
PORTION OF THE ACQUISITION AND REHABILITATION OF A
MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN AS
HIDDEN COVE APARTMENTS; DETERMINING AND PRESCRIBING
CERTAIN MATTERS AND APPROVING AND AUTHORISING THE
EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATED
THERETO; RATIFYING ANY ACTION HERETOFORE TAKEN AND
APPROVING RELATED MATTERS IN CONNECTION WITH SAID BONDS.
WHEREAS, the County of Contra Costa(the "County")is authorized pursuant to
Section 52.075 and following of the California Health and Safety Code (the "Act") to issue
revenue bonds for the purpose of financing, among other things, the acquisition and rehabilitation
of multifamily rental housing projects;
WHEREAS, the proceeds of such bonds may be loaned to a nongovernmental
owner of multifamily housing, who shalt be responsible for the payment of such bonds, to allow
such nongovernmental owner to reduce the cost of operating, such housing and to assist in
providing housing for low income persons;
WHEREAS, the County desires to participate in the financing of the acquisition
and rehabilitation of a 88-unit multifamily rental housing development generally known as
Hidden Cove Apartments (the"Project"), which will be owned and operated by Steadfast Hidden
Cove, LP, a California limited partnership, and entities related thereto (collectively, the
"Borrower"), and in order to do so intends to sell and issue not to exceed $7,400,000 of its
nocssl 1:67o7U3.3
40311-124J78
multifamily housing revenue bonds in one or more series (as more fully described herein, the
"Bonds"), and to loan the proceeds thereof to the Borrower, thereby reducing the cost of the Project
and assisting in providing housing for very low income persons;
WI1EREAS, there have been prepared and presented at this meeting the following
documents required for the issuance of the Bonds, and such documents are now in substantial form
and appropriate instruments to be executed and delivered for the purposes intended:
(1) Trust Indenture (the"Indenture") to be entered into between the County and
the trustee named therein (the "Trustee"), providing for the authorization and issuance of
the Bonds,
(2) Loan Agreement relating to the Bonds (the"Loan Agreement")to be entered
into between the County and the Borrower;
(3) Regulatory Agreement and Declaration of Restrictive Covenants (the
"Regulatory Agreement"), to be entered into among the Borrower, the County, the Trustee
and the Contra Costa County Redevelopment Agency; and
(4) Bond Placement Agreement(the"Placement Agreement") to be entered into
among the County, the Borrower and Newman & Associates, Inc., as placement agent for
the Bonds(the"Placement Agent");
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the
County of Contra Costa, as follows:
Section Y. This Board hereby specifically finds and declares that the
statements, findings and determinations of the County set forth above are true and correct.
Section 2. Pursuant to the Act and the Indenture described herein, the County is
hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa
DOCSSF1:670705.3
40511.124 M 2.
Multifamily Housing Revenue Bonds (Hidden Cove Apartments Project) 2003 Series A," in an
aggregate principal amount not to exceed $7,400,000. The Bonds shall be in the form set forth in
and otherwise in accordance with the Indenture. The Bonds shall be executed by the manual or
facsimile signature of the Chair of the Board of Supervisors, and attested by the manual or facsimile
signature of the County Administrator and Clerk of the Board of Supervisors (the "Clerk"). The
Bonds shall be issued and secured in accordance with the terms of the Indenture presented at this
meeting, as applicable, and the payment of the principal of, redemption premium, if any, and
interest on, the Bonds shall be made solely from the amounts and assets pledged thereto under the
Indenture. The Bonds shall not be deemed to constitute a debt or liability of the County.
Section 3. The form of Indenture, on file with the Clerk, is hereby approved
and an Authorized Issuer Representative (as defined in the Indenture) is hereby authorized and
directed to execute and deliver the Indenture in substantially said form, with such changes therein
as such officers may require or approve, such approval to be conclusively evidenced by the
execution and delivery thereof. The date, maturity date or dates (which shall not extend beyond
April 1, 2043), interest rate or rates (which shall not exceed 12% per annum), 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 form of Loan Agreement, on file with the Clerk, is hereby
approved and an Authorized Issuer Representative is hereby authorized and directed to execute
and deliver the Loan Agreement in substantially said form, with such changes therein as such
officers may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
'DOCSSFi.b70705.3
40511-124 J78 3
Section 5. The form of the Regulatory Agreement, on file with the Clerk, is
hereby approved and an Authorized Issuer Representative is hereby authorized and directed to
execute and deliver the Regulatory Agreement in substantially said form, with such changes
therein as such officers may require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
Section 6. The County is hereby authorized to sell the Bonds to the purchasers
thereof, as placed by the Placement Agent and as approved by an Authorized Issuer Representative
pursuant to the terms and conditions of the Placement Agreement. The form of the Placement
Agreement, on file with the Clerk, is hereby approved and an Authorized Issuer Representative is
hereby authorized and directed to execute and deliver the Placement Agreement in substantially
said form, with such changes therein as such officers may require or approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
Section 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 appearing thereon, and to deliver the Bonds, when duly
executed and authenticated, in accordance with written instructions executed and delivered on
behalf of the County by an Authorized Issuer Representative, which instructions are hereby
authorized and directed to be executed and delivered to the Trustees. Such instructions shall
provide for the delivery of the Bonds upon payment of the purchase price thereof.
Section 8. The Board hereby appoints Orrick,Herrington & Sutcliffe LLP,
San Francisco, California, as bond counsel.
Section 9. All actions heretofore taken by the officers and agents of the County
with respect to the financing of the Project and the sale and issuance of the Bonds are hereby
Dt7CssF1.670705.3
40511-124 M 4
approved, ratified and confirmed, and any Authorized Issuer Representative is 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,
including but not limited to those described in the Indenture, the Placement Agreement and the
other documents herein approved, which such officer, 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 financing of
the Project.
Section 10. All further consents, approvals, notices, orders, requests and other
actions permitted or required by any of the documents authorized by this resolution, whether
before or after the issuance of the Bonds, 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 addition or substitution of
security for the Bonds or any redemption of the Bonds, may be given or taken by an Authorized
Issuer Representative without further authorization by this Board of Supervisors, and such
Authorized Issuer Representative 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 financing of the Project.
Section 11. This Resolution shall take effect upon its adoption.
r=SSP1:670703.3
40511-124 778 5
PASSED AND ADOPTED THIS 15th day of April, 2003.
AYES: Supervisors Gioia, Uilkema, Glover.and DeSaulnier
NOES: None
ABSENT: None
District III Seat Vacant
z
Chair of the Board of Supervisors
ATTEST: Jahn Sweeten, County Administrator
and Clerk of the Board of Supervisors
By: � .�.
Deputy Clerk
cc: Community Development
DOCssP1:670705.3
40511-124 J78 6
CLERK'S CERTIFICATE
1, Gina Martin , Deputy Clerk of the Board of Supervisors
of the County of Contra Costa, hereby certify that the foregoing is a full, true and correct copy of
a resolution duly adopted at a regular meeting of the Board of Supervisors of said County duly
and regularly held at the regular meeting place thereof on April 15, 2003, of which meeting all of
the members of said Board of Supervisors had due notice and at which a majority thereof were
present; and that at said meeting said resolution was adopted by the following vote:
AYES: SuPervvisora Gioia, Uilkema, Glover and DeSaulnier
NOES: None
ABSENT: None
District III Seat Vacant
An agenda of said meeting was posted at least 72 hours before said meeting at 651
Pine Street,Martinez, California, a location freely accessible to members of the public, and a
brief general description of said resolution appeared on said agenda.
Y further certify that i have carefully compared the same with the original minutes
of said meeting on file and of record in my office; that the foregoing resolution is a full,true and
correct copy of the original resolution adopted at said meeting and entered in said minutes; and
that said resolution has not been amended,modified or rescinded since the date of its adoption,
and the same is now in full force and effect.
WITNESS my hand and the seal of the County of Contra Costa this 15th day of
April , 2003.
John Sweeten, County Administrator and
Clerk of the Board of Supervisors
[SEAL]
Deputy Clerk
DOCSSF1.670705.3
40511-124 J78
C'. 7f
TO: REDEVELOPMENT AGENCY/BOARD OF SUPERVISORS
FROM: John Sweeten, Executive Director
Dennis M. Barry, AICP, Director of Community Development
DATE: April 15, 2003
SUBJECT: Hidden Cove Apartment Financing, Bay Point
SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
As the Board of Supervisors,ADOPT Resolution authorizing the issuance of tax exempt bonds
for the acquisition/rehabilitation of the.Hidden Cove Apartments, and actions related thereto;
and
As the Redevelopment Agency, 'APPROVE and AUTHORIZE execution of a Regulatory
Agreement and Declaration of Restrictive Covenants.
FISCAL IMPACT
None. The bonds are entirely secured by a revenue pledge and reserve accounts. The
County is compensated for its costs of issuance and annually for monitoring expenses.
BACKGROUND/REASONS FOR RECOMMENDATIONS
See next page.
CONTINUED ON ATTACHMENT: �X�YES SIGNATURE: r � '
RECOMMENDATION OF EXECUTIVE DIRECTOR R OMME ATION OF GENCY
COMMITTEE APPROVE OTHER
SIGNATURE(S):
ACTION OF AGENCY/ON April 15, 2003 APPROVED AS RECOMMENDED 7, OTHER
SUPERVISORS
VOTE OF COMMISSIONERS/SUPERVISORS
I HEREBY CERTIFY THAT THIS IS.A
' * UNANIMOUS (ABSENT . ) TRUE AND CORRECT COPY OF AN
AYES. NOES: ACTION TAKENAND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
*DISTRICT IIx SEAT VACANT SUPERVISORS{AGENCY ON THE
Contact: Jim Kennedy DATE SHOWN.
5-1255
prig: Community Development
cc: County Administrator ATTESTED April 15, 2003
County Counsel
Redevelopment Agency JOHN SWEETEN, CLERK OF
via Community Development THE BOARD OF SUPERVISORS/
* Steadfast Properties AGENCY SECRETARY
* Orrick Herrington & Sutcliffe a .
BY DEPUTY
W:\Personal\Board.Orders\BOAR.D.Joint.RDA.hiddencove.4.03
BACKGROUND/REASONS FOR RECOMMENDATIONS
On January 14,2003 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 Hidden Cove Apartments, Bay Point. Since that time the County has
received the necessary authority from the California Debt Limit Allocation Committee to issue
private activity bonds for the project, The property is to be owned by Steadfast Hidden Cove,
L.P., a California limited partnership. The Hidden Cove Apartments are an 88-unit project
located at 2901 Mary Ann Lane,Bay Point. The project is an existing affordable housing project
whose continuing affordability is at-risk of expiring,and could not reasonably be expected to
remain affordable to very low-income families without the proposed financing. The project was
one of the first housing developments in California to be financed with the federal Low Income
Housing Tax Credit Program back in 1988. The required period of affordability will expire in
2004. The proposed financing is consistent with County/redevelopment Agency's policies to
upgrade the quality and affordability of its existing housing stock. 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.
The Bond regulatory Agreement of the County will require that at least 18 of the total 88-units
(20%of the project)be reserved as units to very low-income households(50%of area median
income) for fifty-five years. Because of the owner's intent to qualify 100% of the units as
affordable units using the 4%Low Income Housing Tax Credit Program,the remaining 70 units
in the project will be affordable to low income households at 60% of area median income. An
analysis of current tenancy indicates that no relocation obligations would result from the
transaction.
The proposed financing and the credentials of Steadfast Hidden Cove,L.P., a California limited
partnership have been thoroughly evaluated by staff. The County completed the
acquisition/rehabilitation of the Hilltop Commons Project in West County with this developer in
2001. The financing budgets almost $900,000 in property improvements ($10,000/unit).
Improvements include replacement of HVAC, water heaters, kitchen appliances/cabinets,
carpeting/vinyl, interior/exterior paint,and landscape improvements/pruning.
The bonds to be issued will finance the acquisition and rehabilitation of the Hidden Cove
Apartments. The bonds will be secured by a pledge of rents and reserve accounts. The bonds
will be sold on a private placement basis. The bonds will be unrated. The proposed issuance of
unrated bonds complies with the County's adopted polices for the issuance such bonds,including
independent financial review of the real estate, large denomination bonds only, sophisticated
investor requirements,and continuing investor requirements. The bonds are to be issued in one
series as follows:
•
2003 Issue A (Hidden Cove Apartments in an amount not to exceed
$7,400,000)
No pledge of County revenues is involved in securing the bonds.
The redevelopment Agency will be signator to the regulatory Agreement in order to provide the
Agency with the ability to claim production credit under California redevelopment law. The
Agency has also negotiated a property tax in-lieu payment because the financing will permit the
project to qualify for a property tax exemption.
2 W:\Personal\Boardarders\BOARD.Joint.RDA.hiddencove.4.03
ATTACHMENT A
The Bond Sale Resolution authorizes a number of actions, a summary of
which follows:
1. Authorizes the issuance of revenue bonds in an amount not to exceed
$7,400,000;
2. Approves the form of indenture between the County and Wells Fargo
Bank as Trustee;
3. Approves the form of Loan Agreement between the County, and the
Borrower, Steadfast Hidden Cove, L.P., a California limited
partnership;
4. Approves the form of Bond Placement Agreement between the
County, and Newman and Associates, Inc. (the Underwriter), and the
Borrower;
5. Approves form of Regulatory Agreements between the County, the
Redevelopment Agency, and the Trustee, and the Borrower;
6. Designates Newman & Associates as the Placement Agent for the
Bonds;
7. Designates Orrick Herrington & Sutcliffe, as Bond Counsel;
8. Authorizes the Chair, Vice-Chair, County Administrator, Director of
Community Development, Deputy Director-Redevelopment to execute
documents and to take such other actions necessary to complete the
sale of bonds, and actions related thereto.
W:\Personal\Boardorders\BOARD.Joint.RDA.hiddencove.4.03