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HomeMy WebLinkAboutMINUTES - 04271999 - C80 Contra TO: BOARD OF SUPERVISORS � . .4Costa FROM: Dennis Barry curly Director of Community Development " DATE: April 27, 1999 SUBJECT: Bond Sale Resolution - Diamond Terrace Apartments, Clayton SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution authorizing the sale of Multi-Family Mortgage Revenue Bonds for the development/construction of the Diamond Terrace Apartments, Clayton, and actions related thereto. (Resolution No. 99/212) KCAL IMPACT None. County is compensated for costs incurred in issuance process and for costs of monitoring compliance with Regulatory Agreement. BACKGROUND/REASONS FQRECOMMNDAT. C3.N. On December 8, 1998 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent to issue multifamily mortgage revenue bonds for the development/construction of the Diamond Terrace Apartments in Clayton by Diamond Terrace, a California Limited Partnership. The limited partnership is an affiliate of Professional Aparment Management, Incorporated, a California Corporation with extensive experience in owning and managing affordable housing projects. The Diamond Terrace Apartments will be a 86-unit independent living facil' in Clayton. CONTINUED ON ATTACHMENT: A YES SIGNATURE: � RECOMMENDATION OF COUNTY ADMINISTRATOR__,/]RqCOMMENDATtb OF BOARD COMMI EE X APPROVE �OTHER %i l t SIGNATURES): ACTION OF BOARD ON April 277 1999 APPROVED AS RECOMM NDED x OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x 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: Jim Kennedy 335-1255 ATTESTED April 27, 1999 cc: Community Development PHIL BATCHELOR., CLERK OF County Administrator THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR via Community Development Diamond Terrace, a California Limited Partnership GMS Group Quint & Thimmig City of Clayton # i BY 14j4 DEPUTY The Regulatory Agreement of the County will require that at least 34 units (40% of the total) be reserved as affordable units for at least thirty years. The owner intends to provide approximately 44% of the units as affordable units using the 4% Law Income Housing Tax Credit Program. The project will include units affordable to senior households at 50% of median income (Very Low Income), and 80% of median income (Low Income). The proposed financing and the credentials of Diamond Terrace, A California Limited Partnership and PAM, Inc. have been thoroughly evaluated by staff. The protect has all of its land use entitlements from the City of Clayton and the City Council has approved a $1,536,000 loan to the developer for enhanced affordability terms, The bonds to be issued will finance the development/construction of the Diamond Terrace Apartments. The bonds will be secured by a pledge of rents, reserve accounts and will be sold as unrated bonds. The structure of the financing complies with County policies for the issuance of unrated bands. The bonds are to be issued in two series (a taxable Series E-T, and a Series E tax exempt bonds in an amount not to exceed$15,000,000.) No pledge of County revenues is involved. The underwriter for this transaction is The GMS Group, L.L.C.. Sona Counsel is Quint& Thimmig. The band sale resolution authorizes a number of actions, a summary of which is provided as Attachment A. Attachment A The resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of revenue bonds in an amount not to exceed $15,000,000; 2. Approves the form of Trust Indentures between the County and the Trustee; 1 Approves the form of Bond Purchase Agreements between the County, The GMS Group, L.L.C., and Diamond Terrace, A California Limited Partnership; 4. Approves form of Loan Agreement between the County and Diamond Terrace, a California Limited Partnership; 5< Approves foram of Regulatory Agreement between the County, Trustee and Diamond Terrace, a California Limited Partnership; 6. Approves form of Official Statement; 7. Designates The GMS Group, L.L.C. as Underwriters; 6. Designates Quint & Thimmig LLP as Bond Counsel; 9. 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. RESOLUTION NO. 99/212 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE OF COUNTY OF CONTRA COSTA RESIDENTIAL DENTAL FACILITY REVENUE BONDS (DIAMOND TERRACE PROJECT) 1999 SERIES E AND TAXABLE 1999 SERIES E-T,APPROVING,AND AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER RELATED DOCUMENTS, AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the "County") is authorized pursuant to Chapter 7 of Part 5 of Division. 31 of the Health and Safety Code of the State of California (the „Act") to issue revenue bonds to provide funds to finance multifamily rental housing facilities, and WHEREAS, Diamond Terrace Investors, A California Limited Partnership (the "Borrower") has requested that the County issue and sell revenue bonds to assist in the financing of the acquisition, construction and equipping of a 86 unit senior rental housing facility located in Clayton to be known as Diamond Terrace (the "Project"); and WHEREAS, the County now desires to issue two series of bonds (collectively, the "Bonds"), to provide financing for the Project; and WHEREAS, the Deputy Director-Redevelopment of the Community Development Department of the County (the "Deputy Director-Redevelopment") has held a public hearing on the proposed issuance of the Bonds,as required under the provisions of the Internal Revenue Code applicable to tax-exempt bonds, following;published notice of such hearing;and WHEREAS, there have been prepared various documents with respect to the issuance of the Bonds,copies of which are on file with the Deputy Director-Redevelopment, and this Board of Supervisors now desires to approve the issuance of the Bonds and the execution and delivery of such documents by the County;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 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, as follows: 1. The County hereby finds and declares that the above recitals are true and correct. 2. Pursuant to the Act and the Indenture(hereinafter defined),revenue bonds of the County designated as "County of Contra Costa Residential Rental Facility Revenue Bonds (Diamond Terrace Project) 1999 Series E" in an aggregate principal ,amount of not to exceed $10,892,000 and designated as "County of Contra Costa Taxable Residential Rental Facility Revenue Bonds (Diamond Terrace Project) 1999 Series E-T," in an aggregate principal amount of not to exceed ; 4,000,000 (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"), the facsimile of the seal of the County shall be reproduced thereon 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 Indenture. 3. The trust indenture relating to the Bonds (the "Indenture") by and between the County and as trustee (the "Trustee"), in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Chair, the Vice-Chair of the Board of Supervisors, the County Administrator, the Director of Community Development and the Deputy Director--Redevelopment of the Community Development Department of the County (collectively, the "Designated Officers") is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Indenture in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing; the Indenture upon consultation with the Deputy Director-Redevelopment of the Community Development Department of the County and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof, provided that no additions or changes shall authorize an aggregate principal amount of either series of the Bonds in excess of the respective amounts set forth in Section 2 above), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Indenture by the County. The date, maturity dates, interest rate or rates, 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. 4. The loan agreement relating to the Bonds (the "Loan Agreement") between the County and the Borrower, in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Loan Agreement upon consultation with the Deputy Director--Redevelopment of the Community Development Department of the County and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Loan Agreement by the County. 5. The regulatory agreement and declaration of restrictive covenants relating to the Bonds, among the County, the Trustee and the Borrower (the "Regulatory Agreement") in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Regulatory Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Agreements upon consultation with the Deputy Director-Redevelopment of the Community Development Department of the County and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the regulatory Agreement by the County. 6. The bond purchase agreement for the Bonds (the "Purchase Contract") among the County, The GMS Group, L.L.C. (the "Underwriter") and the Borrower in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the Designated 2 Officers is hereby authorized and directed, for and in the name and on behalf of the County, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract (when such offer is made and if such offer is consistent with Section 2 of this Resolution) and to execute and deliver the Purchase Contract in said form,together with such,additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase Contract upon consultation with the Deputy Director--Redevelopment of the Community Development Department of the County and Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11 hereof (provided that no such change shall increase the aggregate principal amount of either series of the Bonds over the respective amounts specified in Section 2 above and the net interest cost of the Series E Bonds shall not be in excess of 3.0% and the net interest cast of the Series E-T Bonds shall not be in excess of 12.0% and the Underwriter's fee and/or discount shall not be in excess of 3.0% of the principal amount of the Bonds sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the County. 7. The official statement relating to the Bonds (the "Official Statement")in the form on file with the Deputy Director—Redevelopment, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to execute the Official Statement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Official Statement upon consultation with the Deputy Director of Redevelopment of the Community Development Department of the County.and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the County. The Underwriter is hereby authorized to distribute copies of the executed Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds is hereby approved and authorized, and any one of the Designated Officers is hereby authorized on behalf of the County, upon consultation with Bond Counsel to the County, to "deem final" the preliminary Official Statement within the meaning of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such rule). 8. 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 Underwriter in accordance with written instructions executed on behalf of the County by any one of the Designated Officers of the County, which instructions said officer is hereby authorized and directed, for and in the name and behalf of the County, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price therefor. 9. The firm.of The OMS Group, L.L.C. is hereby designated as Underwriter for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Borrower. 3 10. The law firm of Quint & Thimmig LLP is hereby designated as Band Counsel to the County for the Bonds. The fees and expenses of such firm for matters related to the Bunds shall be payable solely from the proceeds of the Bonds or contributions by the Borrower. 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 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 tape 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 lawful issuance and delivery of the Bonds in accordance with this Resolution,including but not limited to any other certificates,agreements and other documents described in the Indenture,the Loan Agreement, the Regulatory Agreement, the Purchase Contract and the other documents herein approved. 4 12. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 27th day of April . 1999 by the following vote: AYES: Supervisors Gioia, Uilkema, Gerber, De aulnier and Canci.amilla NOES: None ABSTAINING: None ABSENT: Nene j,: � Chair ATTEST: Phil Batchelor ` County Administrator and Clerk of the Board of Supervisors By: AAAJd Deputy Clerk 03007.05:j4299 4>9rs9 5