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HomeMy WebLinkAboutMINUTES - 05181999 - C100 Centra Costa TO: BOARD OF SUPERVISORS 0ourzy FROM: Dennis Barry Director of Community Development DATE: May 1 8, 1999 SUBJECT: Bond Bale Resolution - Delta View Apartments, Antioch SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution authorizing the sale of Multi-Family Mortgage Revenue Bonds for the acquisition and rehabilitation of the Delta View Apartments, Antioch, and actions related thereto. Resolution No. 99/258 FISCAL IMPACT None. County is compensated for costs incurred in issuance process and for costs of monitoring compliance with Regulatory Agreement. BACKGROUND/REASONS FOR RECOMMENDATIONS On May 12, 1993 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds forthe acquisition and rehabilitation of the Delta View Apartments in Antioch by Delta View Associates, L.P., a California Limited Partnership. The limited partnership is an affiliate of Pacific American Properties, Incorporated, an Oregon Corporation with extensive experience in owning and managing affordable housing projects in California, Oregon, Colorado and Missouri. Upon completion of rehabilitation, Foundation For social Resources; a California nonprofit 501(c)(3) corporation, will serve as managing general partner. The Delta View Apartments is a 205-unit rental housing facility in Antioch. The City staff indicates the financing is consistent with City policies to upgrade the quality of its existing housing stock. CONTINUED ON ATTACHMENT: X YES SIGNATURE: „RECOMMENDATION OF COUNTY ADMINISTRATOR JRECOMMENbAtION OF BOARD CMITTEE APPROVE OTHER i 1 i i SIGNATURE(S) ACTION OF BOARD ON May _18, 1999 APPROVED AS RECOMMENDED 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 May 18, 1999 cc: 'Community Development PHIL BATCHELOR, CLERK OF County Administrator THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR via Community Development Delta View Associates, L.P, a California Limited Partnership McDonald Investments ,tones Hall Litten Financial Consulting City of Antioch BY 4dffl I ` , DEPUTY The Regulatory Agreement of the County will require that at least 82 units (40% of the total) be reserved as affordable units for at least thirty years. The owner intends to qualify 100% of the units as affordable units using the 4% Low Income Housing Tax Credit Program. All of the units in the project will be affordable to Low Income households at 60% of median income. The proposed financing and the credentials of Delta View Associates, L.P., a California Limited Partnership, and Pacific American Properties, Inc. have been thoroughly evaluated by staff. The County completed the tax exempt financing of the acquisition/renovation of the Liberty Village Apartments, Richmond with this developer in 1998. Pacific American Properties, Inc. has secured a Purchase and Sale Agreement with the current property owner. The rehabilitation bids have been secured and the buyer is prepared to proceed immediately. The bonds to be issued will finance the acquisition and rehabilitation of the Delta View Apartments. The bonds will be secured by a pledge of rents and reserve accounts, and will be sold as unrated bonds. 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 C-T, and a Series C tax exempt bonds in an amount not to exceed $12,500,000.) No pledge of County revenues is involved. The underwriter for this transaction is McDonald Investments, Inc., A KeyCorp Company. Bond Counsel is Jones Hall. 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 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 $12,500,000; 2. Approves the form of Trust Indentures between the County and the Trustee, U.S. Bank Trust National Association; 3. Approves the form of Pond Purchase Agreements between the County, McDonald Investments Inc., A KeyCorp Company, and Delta View Associates, L.P., 4. Approves farm of Lean Agreement between the County and Delta View Associate, L.P., 5. Approves farm of Regulatory Agreement between the County, U.S. Bank Trust National Association, and Delta View Associates, L.P.; 6, Approves form of Official Statement; 7. Designates McDonald Investments Inc., A KeyCorp Company, as Underwriters; 13. Designates Janes Hall, A Professional Law Corporation, as Bond Counsel; 9. Designates Litten Financial Consulting as Financial Advisor; 10. 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. 13052-21 JH:SGM:pb 4/26/99 RESOLUTION NO. 99/2. 8 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE OF COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE BONDS (DELTA VIEW APARTMENTS) SERIES 19990 AND COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE BONDS (DELTA VIEW APARTMENTS) TAXABLE SERIES 19990 -T, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS,AND APPROVING O'I`LIER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the County of Centra Costa (the "County") is authorized pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the Mate of California (the "Act") to issue revenue bonds to provide funds to finance multifamily rental housing facilities;and. WHEREAS, Delta View Associates, L.P., A California limited partnership (the "Borrower") has requested that the County issue and sell revenue bands to assist in the financing of the acquisition, rehabilitation and equipping of a 205-unit rental housing facility located in the City of Antioch to be known as Delta View Apartments(the"Project");and WHEREAS, the County now desires to issue two series of bands (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 a 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 brands of the County designated as "County of Contra Costa Multifamily Housing Revenue Bonds (Delta View Apartments) Series 1999C" in an aggregate principal amount of not to exceed. $7,850,000 (the "Series C Bonds") and designated as "County of Contra Costa Taxable Multifamily Housing Revenue Bonds (Delta View Apartments) Series 19990-T" in an aggregate principal amount of not to exceed $2,000,000 (the "Series C-T Bonds" and, collectively with the Series C Bonds, the "Bands"), are hereby authorized to be issued. The Bonds shall be executed by the manual or t facsimile signature of the Chair of the Board of Supervisors (the "Chair") or the Deputy Director- Redevelopment,the manual or 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 Adiztistrator"), in the form set forth in and otherwise in accordance with the Indenture. 3. The trust indenture relating to the Bunds (the "Indenture") by and between the County and U.S. Bank Trust rational Association, 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. The Designated Officers are authorized to make such changes to the Indenture as are necessary to provide for the issuance of the Series C-T Bonds as variable rate bonds. 4. The loan agreement relating to the Bonds (the "Loan Agreement") between the County and the Borrower, in the farm 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. The Designated Officers are authorized to make such changes to the Loan Agreement as are necessary to provide for the issuance of the Series C--T Bonds as variable rate bonds. 3. 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, McDonald Investments Inc.,A KeyCorp Company (the "Underwriter"),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, 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 cast of the Series C Bonds shall not be in excess of 8.0% and the net interest cost of the Series C-T Bonds if the Series C-T Bonds are issued at a fixed rate 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 U=nderwriter is hereby authorized to distribute copies of the executed Official Statement to persons who may be interested in the purchase of the Bonds and is 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 t5c2-12 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). & 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 naive and on 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 McDonald Investments Inc., A KeyCorp Company, 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. M The taw firm of Jones Hall, A Professional Law Corporation, is hereby designated as Bond Counsel to the County 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. 11. The financial advisory firm of Litten Financial Consultants is hereby designated as Financial Advisor to the County 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 from the Borrower. 12. 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 tale 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 Official Statement, the Purchase Contract and the other documents herein approved. 12. This Resolution shall talo effect immediately upon its adoption. PASSED AND ADOPTED this 18"'day of May, 1999,by the following vote: AYES: Supervisors Gioia, Uilkema, Gerber, DeSaalnier and Canc:ia€nilla NOES: None ABSTAINING: Note. ABSENT: Note X Chair s' ATTEST: ryF. Phil Batchelor County Administrator and.Clerk Of the Board of Supervisors By: Deputy Clerk.