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HomeMy WebLinkAboutMINUTES - 05251999 - C101 Contra TO: BOARD OF SUPERVISORS `"• Costa FROM: Dennis Barry County Director of Community Development DATE: May 25, 1999 SUBJECT: Bond Sale Resolution - Lafayette Town Center Apartments, Lafayette SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution authorizing the sale of Multi-Family Mortgage Revenue Bonds for the developen#Ic nstruction of the Laf ' own Center Apartments, Lafayette, and actions related thereto. i, esolutzon No. 90M), 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 Can March 24, 1998 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 Lafayette Town Center Apartments in Lafayette by Bay Glen Limited Partnership, a California Limited Partnership. Bay Galen Investments, Inc., a California Corporation, is the corporate general partner for the project. Richard Dishnica, the principal for this project, has extensive experience in owning and managing affordable housing projects. The Lafayette Town Center Apartments will be a 75-unit multifamily rental housing project located in downtown Lafayette, immediately adjacent to the Lafayette BART station. CONTINUED ON ATTACHMENT: X YES SIGNATURE: —RECOMMENDATION OF COUNTY ADMINISTRATOR � MMENDATI r FOR BOARD COMMl TEE W APPROVE OTHER f SIGNATURE(S): 1 t i ,ACTION OF BOARD ON ay 25, APPROVED AS RECOMMENDED. x OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN AY�S: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Jim Kennedy 835-1255 ATTESTED May, 25 1999 cc: Community Development PHIL BATCHELOR, CLERK OF County Administrator THE BOARD OF SUPERVISORS County Counsel AND COUNTY ADMINISTRATOR via Community Development Bay Glen Limited Partnership, a California Limited Partnership Newman & Associates Quint & Thimmig Litter Financial Consulting City of Lafayette f BY , DEPUTY C71 The Regulatory Agreement of the County will require that at least 15 units be reserved as affordable to Very Low Income households at 50/0 of median income. The term of affordability is thirty years by virtue of the City of Lafayette Redevelopment Agency requirements. The proposed financing and the credentials of Say Glen Limited Partnership, a California Limited Partnership, were thoroughly evaluated and approved by City of Lafayette staff . The City, through its Redevelopment Agency, is assisting in the development of this project in the following ways; 1) a rent subsidy equal to 20% of the property tax payment of the project, 2) partial payment of utility relocation costs and off-site improvements associated with the project, 31 an early completion incentive of$50,000, 4) sale of a portion of the project to the developer at a reduced price, and 5) funding to offset costs of making the project 100% handicap accessible. The bonds to be issued will finance the deve€opmenticonstruction of the Lafayette Town Center Apartments. The bonds will ultimately be issued in two phases. The initial interim financing will be provided through the issuance of variable rate demand bonds that will be invested in an escrow account. This will permit the County to preserve the tax exempt financing as the developer secures the final pieces of the financing. The permanent bonds will finance the project. These permanent bonds will be secured by a pledge of rents, reserve accounts and by a guaranty issued by Federal National Mortgage Association (FNMA). The permanent bonds are expected to be rated AAA. The bonds are to be issued in an amount not to exceed $15,000,000. No pledge of County revenues is involved. The underwriter for this transaction is Newman & Associates, inc.. Bond Counsel is Quint & 'rhimmig LLP. 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 $15,000,000; 2. Approves the form of Trust Indenture between the County and the Trustee, BNY Western Trust Company; 3. Approves the form of Bond Purchase Agreement between the County, Bay Glen Limited Partnership, a California Limited Partnership, and Newman & Associates, Inc.; 4. Approves farm, of Financing Agreement between the County, Trustee, Bay Glen Limited Partnership, a California Limited Partnership and ARCS Commercial Mortgage, the FNMA Lender; 5. Approves form of Regulatory Agreement between the County,Trustee, and Bay Glen Limited Partnership, a California Limited Partnership; 6. Designates Newman & Associates, Inc. as Underwriter; 7. Designates Quint & Thimmig LLP as Bond Counsel; 8. Designates Litten Financial Consulting as Financial Advisor; 9. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development, Deputy Director-Redevelopment to tale such other actions necessary to complete the sale of bonds and assistance related thereto. to RESOLUTION NO. 93/276 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (LAFAYETTE TOWN CENTER APARTMENTS) 1999 SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, A REGULATORY AGREEMENT, AN OFFICIAL STATEMENT AND A BOND PURCHASE AGREEMENT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the County of Contra Costa (the "County") is authorized pursuant to Chapter 9 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act") to issue revenue bands to provide funds to finance multifamily rental housing facilities, and WHEREAS, Bay Lien Limited Partnership, a California limited partnership (the "Developer") has requested that the County issue and sell revenue bonds (the "Bonds") to assist in the financing of the acquisition, construction and equipping of a 75 unit multifamily rental housing facility located in Lafayette and to be known as Lafayette Town Center Apartments (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, on March 24, 1998 the Board of Supervisors adopted a resolution (the "Prior Resolution") authorizing the issuance of residential rental facility revenue bonds the proceeds of which were to be loaned to the Developer to provide financing for the Project;and WHEREAS,there have been prepared various documents with respect to the issuance of the bonds to provide interim financing for the Project(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 Variable Rate Demand Multifamily Housing Revenue Bonds (Lafayette Town Center Apartments) 1999 Series A (the "Bonds"), in an aggregate principal amount not to exceed $10,400,000, 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 indenture of trust relating to the Bonds(the"Indenture")by and between the County and BN. Y Western Trust Company, as trustee (the "Trustee"), in the form on file with the Clerk of the Board, 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 Bonds in excess of the amount 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") among the County,the Trustee and the Developer,in the form on file with the Clerk of the Board,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 Loans. 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 Developer, and the remarketing agreement for the Bonds among the County, the Developer, the Trustee and Newman and Associates, Inc. as remarketing agent(collectively, the "'Agreements") each in the respective farm on file with the Clerk of the Board, are 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 Agreements in said forms,together with such additions thereto of 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 Agreements by the County. 2 r' 6. The bond purchase agreement for the Bonds (the "Purchase Contract") among the County, :Newman and Associates, Inc. as underwriter (the "Underwriter") and the Developer in the form on file with.the Clerk of the Board, 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 the Bonds over the amount specified in Section 2 above and the initial interest rate to be borne by the Bonds shall not be in excess of 5.0% and the Underwriter's'fee and/or discount shall not be in access of 1.0% 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 Clerk of the Board, 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 Newman and Associates,Inc.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 Developer. 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 mattersrelated to the Bands shall be payable solely from the proceeds of the Bonds or contributions by the Developer. 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 take 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 an investment agreement necessary to provide credit enhancement and liquidity for the Bonds, and 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. 12. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 25th day of May, 1999 by the following vote: AYES: Supervisors Gioia, Uilkema, Gerber, UeSaulnier and Canciamilla NOES: None ABSTA ,TN,G: Nome ABSENT: Mone �s Chair ATTEST: Phil Batchelor County Administrator and Clerk of the Board of Supervisors By: Deputy Clerk 03007.06.4438 5/7.9/59 4