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HomeMy WebLinkAboutMINUTES - 04201999 - C137 rev TO: BOARD OF SUPERVISORS FROM: Dennis Barry Director of Community Development DATE: April 20, 1993 SUBJECT: Bond Sale Resolution -Heritage Park at Hilltop Apartments, Richmond SPECIFIC REQUEST(S) OR RECOMMENDATIONS (S) & BACKGROUND AND JUSTIFICATION RECQUMIDATIONS ADOPT resolution, authorizing the sale of Multi-Family Mortgage Revenue Bonds for the development/construction of the Heritage Park at Hilltop Apartments,Richmond, and actions related thereto. FISCAL IMPA None. County is compensated for costs incurred in issuance process and for costs of monitoring compliance With Regulatory Agreement. BACKGROUND/REASONS FOR RECOMMENDATIONS On November 4 , 1997 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds for the development/construction of the Heritage Park at Hilltop Apartments in Richmond by Hilltop Group, L. P. , a California Limited Partnership. The limited partnership is an affiliate of American senior Living and the National Housing Corporation. The Heritage Park at Hilltop Apartments Will be a 196- unit privately owned housing project on Lakeside Drive in the Hilltop area in Richmond. The principals associated with American Senior Living have extensive experience in owning and managing a fordable housing projects. �, E CONTINUED ON ATTACHMENT: XX SIGNATURE: � RECOMMENDATION OF COUNTY ADMINISTRATOR E MMENDATI OF BOARD CO TTEE APPROVE OTHER r E f SIGNATURE(S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF Commissioners 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: Jiro Kennedy (925) 335-1255 cc: Community Development ATTESTED , ,; , f County Administrator PHIL BATCHELOR, CLERK OF County Counsel THE BOARD OF SUPER'V'ISORS via Community Development AND COUNTY ADMINISTRATOR American Senior Living Bank of America Community Development Bane. Orrick Herrington & Sutcliffe Litten Financial Consulting Shepard, Mullin, Richter, & Hampton City of Richmond BY�. aZe,-� , DEPUTY JK/smb D:\data\w-p6\9903\crespark.bcs The Regulatory Agreement of the County will require that at least 48 units (40% of the total) be reserved as affordable units for at least thirty years. The owner intends to provide approximately 100% of the units as affordable units using the 4% LOW Income Housing Tax Credit Program. The project will include units affordable to senior households at 50% of median income (Very Low Income) , and 60% of median income (Low Income) . The proposed financing and the credentials of Hilltop Group, L.P. have been thoroughly evaluated and approved by the City of Richmond Housing and Community Development staff. The project has all of its land use entitlements, and the City Council has approved a $500, 000 loan to the developer for enhanced affordability terms. The bonds to be issued will finance the development/construction of the Heritage Park at Hilltop Apartments. The bonds will be secured by a pledge of rents, reserve accounts and will be sold as unrated bonds on a private placement basis to Bank of America Community Development Bank. The structure of the Financing complies with County policies for the issuance of unrated bonds. The bonds are to be issued in two series (a taxable Series B-T; a Series B tax exempt bonds in an amount not to exceed $12 million. No pledge of county revenues is involved. Bond Counsel is Orrick Herrington & Sutcliffe. Financial advisory services are provided by Litten Financial Consulting. The bond sale resolution authorizes a number of actions, a summary of which is provided as Attachment A. ATTACHMENT A T•he resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of revenue bands in an amount not to exceed $1.2 million, 2 . Approves the form of Trust Indentures between the County and the Trustee, U. S. Trust Company; 3 . Approves the form of Bond Purchase Agreements between the County, Hilltop Croup, L.P. , and Bank of America Community Development Bank, Hutchison, Shockey, Erley &Co. as Underwriter 4 . Approves form, of Loan Agreement between County, Trustee, Developer and Bank; 5. Approves form of Regulatory Agreement between County, Trustee and Hilltop Group,L.P. ; 6. Designates Orrick, Herrington, & Sutcliffe as Bond Counsel; 7 . Designates Litten Financial Consulting as !financial Advisor; 8 . 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 bands and assistance related thereto. JK/smb D:\data\wpb\9903\hiiitop,bas RESOLUTION NO. 991193 OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF MULTIFAMILY HOUSING MORTGAGE REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,500,000 FOR THE FINANCING OF THE ACQUISITION, CONSTRUCTION AND DEVELOPMENT OF A MULTIFAMILY RENTAL HOUSING PROJECT GENERALLY KNOWN AS HERITAGE PARK AT HILLTOP APARTMENTS; DETERMINING AND PRESCRIBING CERTAIN MATTERS AND APPROVING AND AUTHORIZING 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 52075 and following of the California Health and Safety Code (the "Act") to issue revenue bonds for the purpose of financing the acquisition, construction and development of multifamily rental housing projects; WHEREAS, the proceeds of such bonds may be loaned to a nongovernmental owner of multifamily housing, who shall 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, construction and development of a proposed 192-unit multifamily rental housing development generally known as Heritage Park at Hilltop Apartments (the "Project"), which will be owned and operated by Hilltop Group, L.P., a California Limited Partnership, and entities related thereto (collectively, the "Borrower"), and in order to do so intends to sell and issue not DOGSSF1:348240.3 40511-106 SAS to exceed $12,500,000 of its multifamily housing revenue bonds (as more fully described herein, the "Bonds") and loan the proceeds thereof to the Borrower, thereby reducing the cost of the Project and assisting in providing housing for very low income persons; WHEREAS, the interest on all or a portion of the Bonds may qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986 (the "Code"), but only if such Bonds are approved in accordance with Section 147(f) of the Code; WHEREAS, the Project is wholly located within the County of Contra Costa, California; WHEREAS, this ,Board of Supervisors is the applicable elected representative required to approve the issuance of the Bonds within the meaning of Section 147(f) of the Code; WIMREAS, pursuant to Section 147(f) of the Code, the Deputy-Director Redevelopment of the County of Contra Costa has, following notice duly given, held a public hearing regarding the issuance of such Bonds on December 16, 1998; WHEREAS, 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 U.S. Trust Company, N.A. (the "Trustee"), providing for the authorization and issuance of the Bonds; (2) Loan Agreement (the "Loan Agreement") to be entered into among the County, the Borrower and the Bank of America, FSB, as Bondowner representative; and DOCSSF1:348240.3 40511-106 SAS (3) Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), to be entered into among the Borrower, the County and the Trustee. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. This Board heireby 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, the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa Multifamily Housing Mortgage Revenue Bonds (Heritage Parr at Hilltop Apartments)," with an appropriate series designation, in an aggregate principal amount not to exceed $12,500,000. The Bonds shall be in the form set forth in and otherwise in accordance with the Indenture, and 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 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. Payment of the principal of, redemption premium, if any, and interest on, the Bonds shall be made solely from the Trust Estate (as defined in the Indenture), and the Bonds shall not be deemed to constitute a debt or liability of the County. It is the purpose and intent of this Board of Supervisors that this Resolution constitute approval of the Bonds by the applicable elected representative of the issuer of the Bonds and the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with Section 147(f) of the Code. DOCSSFI:348240.3 40511-106 SAS 3 Section 3. The form. of Indenture, on file with the Clerk, is hereby approved and an Authorized 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 January 1, 2435), interest rate or rates (provided, the Initial Interest Rate (as defined in the Indenture) shall not exceed 8% 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 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. Section 5. The form of the Regulatory Agreement, on file with the Clerk, is hereby approved and an Authorized 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 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 DOCSSF1:348240.3 40511-106 SAS 4 behalf of the County by an Authorized Representative, which such Authorized Officer is hereby authorized and directed to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds, upon payment of the purchase price thereof. Section 7. The Board hereby appoints Orrick, Herrington & Sutcliffe LLP as bond counsel and Litten Financial. Consulting as financial advisor to the County with respect to the Bonds. Section 8. 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 approved, ratified and confirmed,. ,and any Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and tape 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 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 9. 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 Representative without further authorization by this Board of Supervisors, and such jJ'OCSSF1.348240.3 40511-105 SAS 5 Authorized Officer 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 10. This Resolution shall take effect upon its adoption. PASSED AND ADOPTED this 207th day of April, 1999. AYES: Supervisors Gioia, Nilkema, Gerber, DeSau.lnier, Canciamilla NOES: NONE ABSENT: NONE ABSTAIN: NONE [Seal] 3 . ai of e oard of Supervisors ATTEST: Phil Batchelor, f County Administrator and Clerk of the Board of Supervisors By->-)I, 1"1,1 Deputy Clerk DOCSSF1:348240.3 40511-106 SAS 6 CLERK'S CERTIFICATE I, M. Maurer , 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 the 20th day of April, 1999, 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: Supervisors Gioia, Uilkema, Gerber, DeSaulnier, Ganciamilla NOES: NONE ABSENT: NONE ABSTAIN: NONE An agenda of said meeting was posted at least 72 hours before said meeting at 651 fine Street, Martinez, California, a location freely accessible to members of the public, and a brief general description of said resolution appeared on said agenda. I 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 20th day of April , 1999. Phil Batchelor, County Administrator and Clerk of the Board of Supervisors [SEAL] By: Deputy Clerk DOCSSF 1:348240.3 40511-106 SAS