HomeMy WebLinkAboutMINUTES - 05121998 - C78 77
Contra
Costa
TO: BOARD OF SUPERVISORSCouray
,
FROM: Dennis M. Barry, AICP
Community Development Director
DATE: May 5, 1998
SUBJECT: Bond Sale Resolution -Atchison Village Apartments
SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
ADOPT Resolution authorizing the sale of $4,075,000 multi-family mortgage revenue bonds
to finance the acquisition and renovation of the Atchison Village Apartments, Richmond.
FISCAL IMPACT
None. The bonds are solely secured by revenues pledged by the owner and the project. The
County's administrative costs during the issuance process and during the term of the
Regulatory Agreement are reimbursed.
BACKGROUND/SEASONS FOR RECOMMENDATIONS
On February 3, 1998 the Board of Supervisors adopted an Inducement Resolution
conditionally providing for the issuance of multi-family mortgage revenue bonds to finance the
acquisition and renovation of the Atchison Village Apartments in Richmond. This 100 unit
project is located at 66 Garrard Boulevard in the City of Richmond (Attachment A). City staff
CONTINUED ON ATTACHMENT: XX YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR OMMENDA ION OF BOA
COMMITTEE APPROVE OTHER
7
SIGNATURE(S):
�
ACTION OF BOARD ON iAY 12 1998 APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
UNANIMOUS (ABSENT ) TRUE AND CORRECT COPI(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
335-1255 MAY 12 1998
orig: Community Development ATTESTED
cc: County Administrator PHIL BATCHELOR, CLERK OF
County Counsel THE BOARD OF SUPERVISORS
via Community Development AND COUNTY ADMINISTRATOR
City of Richmond
Pacific American Properties BYL,�, , DEPUTY
Nossaman, Guthner, Knox & Elliot (17
U.S. Bank of Washington
Litten Financial
Xlh-sra=atchison.bos
has reviewed the proposed Plan of Finance and the renovation plan, and concurs that the
financing should proceed (Attachment B).
The County received the necessary authority to issue private activity bonds from the
California Debt Limit Allocation Committee on March 25, 1998. The necessary
commitments to proceed with the financing are in place.
The bonds to be issued will finance the acquisition and renovation of the Atchison Village
Apartments in Richmond, and will provide the permanent financing for the project. The
bonds will be secured by a pledge of rents, reserve accounts, and guarantees of the
project owner. Because the bonds will not carry a credit enhancement, they will be subject
to the County's guidelines for the issuance of unrated bonds. These guidelines require
that the financing be structured so that only sophisticated investors who have done
extensive due diligence and are capable of assessing the risks inherent',in the investment
are able to purchase the bonds. The financing structure will require bond denominations
that are not less than one million dollars ($1,000,000). Purchasers will be required to
execute a "Sophisticated Investor" letter indicating that they have undertaken due diligence
and accept any risks associated with the bonds and the project being financed. In
addition, the guidelines provide for a third party assessment of the financial feasibility of
the project.
The recommended resolution authorizes the actions set forth in Attachment C.
.............................................................-....... ............
..........................................
EXHIBIT A
Name of Maximum Location Number of Name of
Development Amount Of Units Developer/
of Bond Development Initial
Issue Owner
Atchison Village $5,000,000 66 Garrard Boulevard, 100 Pacific American Properties
Apartments Richmond(AP# Inc. as Managing General
538-012.003-9) Partnerdalimitedpartncship
to be formed, which may
include a tax credit investor
as a limited partner.
ATTACHMENT B
�'�PriMeO an PecyNeC Pzpor � '. "'*wd
City of
RICHMOND REDEVELOPMENT AGENCYq '
March 9, 1998
James Kennedy
Deputy Director- Redevelopment
Community Development Department
County Administration Building
651 Pine Street
4" Fluor, North Wing
Martinez, CA 94553-0095
Re: Atchison Village Annex - Pacific American Properties
Dear Jim:
As a follow-up to our meeting on February 27", Kitty Hoover and I conducted a site visit
to the Atchison Village annex with Kevin Orth, Tom Dawson of Pacific American
Properties, Jim Vandarakis of the Nick Delis Company, and architect Jerry
t_angkammerer. Generally, we were satisfied with the improvements completed by the
seller and those proposed by the purchaser. However, an inspection of several units
pointed up several items of concern relating to the proposed rehabilitation work. As we
discussed at our meeting, the individual units are quite compact. There is a concern
that the quality of the rehab on the units be significant enough to ensure both long-term
marketability of the development and the assurance that the development will be a
„good neighbor"to the adjacent co-op development.
We have discussed these concerns with the representatives from Pacific American, and
we are supportive of their application for tax credits and/or County tax-exempt bond
financing in order to acquire and rehabilitate the 100 units at the Atchison Village annex
under the condition that in addition to the already proposed rehab work, the following
will be included in the scope of work for the project:
1. All units which do not presently contain a combined bathtub/shower are to be
remodeled with new combined bathtub/shower installation.
2. All units which have not,been upgraded to 100 amp electrical service will be so
upgraded.
3. All roofs will be inspected and repaired or replaced as necessary.
330-25TH STREET + P.O. BOX 4046 + RICHMOND, CA 94804
PHONE: (510) 307-8140 + FAX: (510) 307-8149
Support Letter to Jim Kennedy
Atchison Annex-Pacific American Properties
March 9, 1998
Page 2
4. A replacement reserve fund is planned to make the necessary plumbing system
repairs over the next 10 years as recommended in the architect's inspection
report.
5. A relocation plan be developed to address how the developer intends to carry
out the rehab work given the lack of vacant units available to serve as a
temporary relocation resource. The developer must adhere to the any state
relocation regulations which may be applicable to this project.
6. Throughout the architect's inspection report, a number of instances are identified
where the units do not meet current code standards. Our support of the project
is, of course, contingent on the project being approved by the City of Richmond
Building Department.
This is a major development within the City of Richmond, and if approved for funding,
we will be asking the developers to make a presentation before the members of the City
Council. If you have any questions, please contact Kitty Hoover or me.
4aSIcerely,i S. ho pson
Director
cc: Kevin Orth, Pacific American Properties
Thomas Dawson, Pacific American Properties
.ferry Langkammerer, Architect
Kathryn Hoover, Chief of Housing Development
wpfiliestetchison anne4support letter
ATTACHMENT C
SUMMARY OF BOND SALE RESOLUTION -
ATCHISON VILLAGE MULTI-FAMILY MORTGAGE REVENUE BONDS
1. Authorize the issuance of bonds in an amount not to exceed $4,075,000;
2. Approves form of Master Pledge and Assignment between the County, U. S. Bank
National Association as Holder and Agent for the bonds;
3. Approves the Master Agency Agreement between the County and U. S. Bank
National Association;
4. Approves Regulatory Agreement and Declaration of Restrictive Covenants between
the County and a limited partnership managed by Pacific American Properties;
5. Approves Nossaman, Guthner, Knox & Elliott as bond counsel;
6. Approves Litten Financial as financial advisor;
7. Such other actions as are necessary to complete the financing.
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Resolution on May 12, 1998, by the following vote:
AYES: Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla, Rogers
NOES: done
ABSENT: None
ABSTAIN: None
II�Yr>f_�IMO��iiIIM�l1��W1�bli�lll��lY1�111iI�I�1111i14
RESOLUTION NO. 98/236
SUBJECT-
Resolution of the County of Contra)
Costa Authorizing the Issuance, }
Execution and Delivery of Multi- }
Family Housing Revenue Bonds; }
Authorizing the Execution and }
Delivery of a Master Pledge and }
Assignment, a Master Agency )
Agreement, a Regulatory Agreement }
and Declaration of Restrictive }
Covenants and Other Documents }
Relating Thereto; and Approving }
Cather Actions and Matters Relating}
Thereto }
WHEREAS, the County of Contra Costa (the "County") is
authorized by Chapter 7 of Part 5 of Division 31 of the
California Health and Safety Code (the "Act") to issue revenue
bonds and make loans to any person, firm, partnership or
corporation licensed to do business in the State of California in
the financing of multifamily rental housing projects for persons
of low income; and
WHEREAS, Atchison Village Associates, L.P. , a California
limited partnership A the "Borrower'} , has requested the County to
issue revenue bonds designated as the County of Contra Costa
Multifamily Housing Revenue Bonds (Atchison Village Apartments
Project) , 1998 Series A (the "Bonds") and to loan the proceeds
from the sale thereof to the Borrower to finance the acquisition
and rehabilitation of a 100-unit multifamily rental housing
SF\981250037
development, located in the County of Contra Costa, California,
known as the "Atchison Village Apartments" (the "Project") ; and
WHEREAS, on March 5, 1998, 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, it is desirable to waive certain of the County' s
Guidelines for the Issuance of Multi-Family Revenue Bonds &
Unrated Bonds (the "Guidelines,') ; 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;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors
of the County of Contra Costa (the "Board of Supervisors") , as
follows:
1. The Board of Supervisors hereby finds and declares that
the above recitals are true and correct.
2 . Pursuant to the Act and the Pledge and Assignment (as
defined below) , the issuance of the Bonds, in an aggregate
principal amount not to exceed $4, 075, 000, is hereby authorized.
The County Administrator, Clerk of the Board of Supervisors, the
Director of Community Development, the Deputy Director -
Redevelopment of the Community Development Department of the
County, or the designee of any of the foregoing (collectively,
the "Authorized Officers") , each acting alone, are hereby
authorized and directed to execute the Bonds for and in behalf of
the County by manual or facsimile signature, in the form set
forth in the Pledge and Assignment (defined below) , with such
changes, deletions and insertions as may be approved by such
Authorized Officer and legal counsel to the County, such
approvals being conclusively evidenced by the execution and
delivery thereof, and the Clerk of the Board of Supervisors, or
his duly appointed deputy, each acting alone,] are hereby
authorized and directed to attest the Bonds in said form and
otherwise in accordance with the Pledge and Assignment.
3 . The Master Pledge - and Assignment, which is anticipated.
to be dated as of June 1, 1998, by and among the County, U.S.
Bank National Association, as Agent, and U.S . Bank National
Association, as Holder (the "Pledge and Assignment") , in the form
on file with the Clerk of the Board of Supervisors, is hereby
approved. The Authorized Officers, each acting alone, are hereby
authorized for and in behalf of the County to execute and deliver
the Pledge and Assignment with such changes, additions or
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deletions as may be approved by such Authorized Officer and legal
counsel to the County, such approvals to be conclusively
evidenced by the execution and delivery thereof .
4 . The Master Agency Agreement, which is anticipated to be
dated as of June 1, 1998, by and among the County and U.S. Bank
National Association, as Agent (the "Agency Agreement") , in the
form on file with the Clerk of the Board of Supervisors, is
hereby approved. The Authorized Officers, each acting alone, are
hereby authorized for and in behalf of the County to execute and
deliver the Agency Agreement with such changes, additions or
deletions as may be approved by such Authorized Officer and legal
counsel to the County, such approvals to be conclusively
evidenced by the execution and delivery thereof.
5 . The Regulatory Agreement and Declaration of Restrictive
Covenants, which is anticipated to be dated as of June 1, 1998,
by and between the County and the Borrower (the "Regulatory
Agreement") , in the form on file with the Clerk of the Board of
Supervisors, is hereby approved. The Authorized Officers, each
acting alone, are hereby authorized for and in behalf of the
County to execute and deliver the Regulatory Agreement with such
changes, additions or deletions as may be approved by such
Authorized Officer and legal counsel to the County, such
approvals to be . conclusively evidenced by the execution and
delivery thereof.
6 . The Bonds, when executed, shall be delivered to U.S.
Bank National .Association, as the initial holder thereof, upon
the funding of the Bank Loan (as defined in the Pledge and
Assignment) with the purchase price for the Bonds.
that 7 . Section II .B.3 of the Guidelines, which states in part
The borrower must be a high quality development firm
with substantial financial assets . No shell
corporations or limited partnerships involving parties
with little or no financial strength other than the
real estate should be allowed. This same test should
apply to a subsequent buyer.
is hereby waived..
that 8 . Section II.B.5 of the Guidelines, which states in part
In addition to the normal indemnification provided to
the County as the Issuer, the owner should be required
to post a surety bond of a suitable amount to guarantee
the owners indemnification responsibilities.
is hereby waived, provided that the Bonds are held in
denominations of $1, 000, 000 or greater.
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9 . Nossaman, Guthner, Knox & Elliott, LLP is hereby
appointed as Bond Counsel with respect to the Bonds .
10 . Litten Financial Consulting is hereby appointed as
Financial Advisor with respect to the Bonds.
11 . All actions heretofore taken by the officers and agents
of the County with respect to the sale and issuance of the Bonds
are hereby approved, confirmed and ratified, and the proper
officers of the County, including the Authorized Officers, are
hereby authorized and directed, for and in the name and on behalf
of the County, to do any and all things and takeany 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,
including but not limited to those certificates, agreements and
other documents described in the Pledge and Assignment, the
Agency Agreement, the Regulatory Agreement, and other documents
herein approved.
12 . This Resolution shall take effect immediately upon its
passage and adoption.
I hereby certify that the foregoing Resolution was duly
adopted by the Board of Supervisors of Contra Costa County,
California, at a regularly scheduled meeting thereof, held on the
12th day of May, 1998, by the following vote of the ;Board:
AYES : Supervisors Uilkema, Gerber, DeSaulnier, Gancxamilla, Rogers
NOES: None
ABSENT:None
ATTEST: May 12, ' 1998
Phil Batchelor, Clerk of the
Board of Supervisors and
County Administrator
By: _1..
Deputy
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