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HomeMy WebLinkAboutMINUTES - 03262002 - C80 TO: BOARD OF SUPERVISORS/REDEVELOPMENT AGENCYRev2 FROM: Dennis M. Barry, AICP, Director of Community Development DATE: March 26, 2002 SUBJECT: Willowbrook Apartments, Bay Point SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S)'& BACKGROUND AND JUSTIFICATION RECOMMENDATIONS As the Board of Supervisors: 1. ADOPT resolution authorizing the sale of Multi-Family Mortgage'Reven ue Bands for the acquisition and rehabilitation of the Willowbrook Apartments, Bay Point, and actions related thereto. 2. 'APPROVE the loan of FY 2001102 Community Development Block Grant Housing Development Assistance funds for the acquisition/renovation of the Willowbrook Apartments in an amount not to exceed$350,000 and AUTHORIZE the Deputy Director—Redevelopment to execute required loan documents. As the Governing Body of the Redevelopment Agency: 1. APPROVE the loan of Bay Point Redevelopment Housing 'Set-Aside funds for the acquisitionlrenovation of the Willowbrook Apartments in an amount not to exceed$350,000; FIND that the Willowbrook Apartments are:."at-risk" and could' not reasonably be expected to remain affordable to very low income households without assistance;and AUTHORIZE the Redevelopment Director to execute required loan documents. FISCAL_ IMPACT Nene. County is compensated for costs incurred in the bond issuance process and for costs of monitoring compliance with ;Regulatory Agreement. CDBG funds'are provided to the County on a formula basis through the U.S.Department of Housing and Urban Development. Redevelopmentfunds are dedicated revenues for Bay Paint activities. BACKGROUND/REASONS'F'OR RECOMMENDATIONS See next page. CONTINUED ON:ATTACHMENT: X SIGNATURE: RECOMMENDATION OF COUNTY ADM. INIST R/EXEC UE DIREC R RECOMMENDATION OF BOARD/AGENCY COMMITTEE PPROVE OTHER SIGNATRE(S): ACTION OF BOARD ONj2j 6LI,- .APPROAIOD AS RE OMMENDED VOTE OF SUPERVISORS/COMMISSIONERS, �r 1 HEREBY CERTIFY THAT THIS IS A �1 UNANIMOUS {ABSENT ) TRUE AND CORRECT COPY OF AN AYES: NOES:' ACTION TAKEN AND ENTERED ON THE ASSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORSIREDEVELOPMENT AGENCY ON THE DATE SHOWN. Source: Jim Kennedy , 335-1255 ATTESTED- JOHN SWEETEN TTESTEDJOHN'SWEEfiEN CLERK Of THE cc: County Administrator's Office BOARD OF!SUPERVISORS/AGENCY County Counsel SECRETARY Community Development Redevelopment Via: Community Development A. Amerland Development, LLC BY L - 0 Z DEPUTY Quint&Thimmig Newman&Associates> Ritter Eichner&Norris W:\PersonaMOARDORDERS\3.02revised.bondsale ATTACHMENT A The Band Bale Resolution authorizes'a number of actions, a'summary of which follows: 1. Authorizes the issuance of revenue bonds..in an amount not to exceed $6,450,000; 2. Approves the form of Indenturebetween the County and State Street Bank as Trustee; 3. Approves the form' of Loan Agreement between the County, and the Developer, Willowbrook Housing Partners, L.P., a California'limited partnership; 4. Approves the form of Bond Purchase Agreements between the County, and Newman and Associates, Inc. (the Underwriter), and the Developer; 5. Approves farm of Regulatory Agreements between the County and the Trustee, and the Developer; 6. Approves the form of Official Statement; 7. Approves the form of Bond Purchase Agreement; 8. Designates Newman & Associates as the Underwriter; 9. Designates Quint & Thim'mig, LLP, as Bond Counsel; 10 Designates Litten Financial Consulting as financial advisor to the County; 11 Approves the loan of FY 2001/02 Community Development Block Grant funds in an amount not to exceed $350,000; 12. Approve the loan of Bay Point Redevelopment Housing Set-Aside funds'in an amount not to exceed' $350,000; 13 Approves the advance of$350,000 in Community Development Block Grant funds on behalf of the Contra Costa County Redevelopment Agency, with said advance to be reimbursed by the Redevelopment Agency approximately one-month from loan closing; and 14. Authorizes the Chair, Vice-Chair, County Administrator, Director of Community Development,Deputy Director-Redevelopment to execute documents and to take such other actions necessary to complete the sale of bonds,consummate the supplementary loan of Community Development Block Grant and Redevelopment Housing Set-Aside, and assistance related thereto. W:\Pers©nal\BOARDORDERS\3.02revised.bondsala i. BBACKGRQUNDIREASONS FQR RECOMMENDATIONS` Can September 21, 2001 the Board of Supervisors approved an inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds for the acquisition and rehabilitation of the Willowbrook Apartments, Bay Point. Since that time the County has received the 'necessary authority from the California Debt Limit Allocation Committee to issueprivate activity bonds for the project. The property is to be owned"by Willowbrook Housing Partners, LP., a California limited partnership. The Willowbrook Apartments is a 72-unit project located at 110 Bailey(Road,Bay Point. The project is an existing affordable housing project whose continuing affordability is at risk of expiring, and could not reasonably be expected to remain affordable to very low-income families. The project is listed on the California Housing Partnership's inventory of"at-risk"projects. Willowbrook's affordability would be maintained and extended.The County and its Redevelopment Agency are contributing funds to the acquisition and rehabilitation of the project. The Affordable Housing; Finance Committee is recommending that County use CDBG (Community Development Block Grant) funds. The Redevelopment Agency uses its Housing set-aside. The financing is consistent with County/Redevelopment Agency's policies to upgrade the quality and affordability of its existing housing stock.The contribution of local(CDBG&Redevelopment)funds represent less than 10%of the capital requirement necessary to complete this transaction.The resolution before you provides the necessary authority to sell such bonds. The bond sale resolution authorizes a number of actions,a summary of which is provided as Attachment A. The following is additional background on the project and the financing. The Bond Regulatory Agreement of the County will require that at least 15 of the total 72 units(20%of the project) be reserved as affordable units for at least thirty years. Because of local financial assistance, and the owner's intent to qualify 100% of the units as affordable units using the 4% Low Income Mousing Tax Credit Program, all of the units in the project will be affordable to low income households. The proposed financing and the credentials of Willowbrook Housing Partners,L.P.,a California limited partnership have been thoroughly evaluated by staff.'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 Willowbrook Apartments. The bands will be secured by a pledge of rents and reserve accounts. The bonds will be sold on a private placement basis. The bonds will be unrated. The proposed issuance of unrated bonds complies with the County's adopted policies for the issuance of such bonds, including independent financial review of the real estate, targe denomination bonds only, sophisticated investor requirements, and continuing investor requirements. The bonds are to be issued in one series as follows: • 2002'Issue A(Willowbrook Apartments in an amount not to exceed $6,450,000) No pledge of County revenues is involved in securing the bonds. The CDBGIRedevelopment Regulatory Agreement will require that 35 units be designated las CI BG- assisted,including seven units affordable to and occupied by extremely low income households and 28 units affordable to/occupied by Households earning no more than 60% of the area median. income. CDBG/Redevelopment funds will be provided as a loan with a 3%simple interest rate and 55 yearterm. The loan will be repaid out of residual receipts. Required CDBGfRedevelopm nt legal documents for this project may include, but may not be limited to,loan,regulatory,and intercreditor agreements. The Affordable Housing'Finance Committee has-.reviewedirecommendIed the CDBG allocation with the following stipulations (all of which can be met); • Submission of a detailed rehabilitation budget indicating the actual rehabilitation costs in a form acceptable to the County • Submission of a detailed operating pro forma including all cash flow information, including cash flow after,primary debt service in a form acceptable to the County • A program services plan, and sources and uses budget'' • Commitment of all financing sources required to successfully implement the project by final close. in order to accommodate the cash flow'limitations of the Redevelopment Agency,it is anticipated that the supplementary lean of the Agency will be covered by an advance of CDBG funds for approximately ane-month from loan closing. The Redevelopment Agency will fully reimburse the CDBG program. W:\Persona!\BOARI)ORDERS\3,02reuised.bondsste RESOLUTION NO Z002/183 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA MULTIFAMILY HOUSING REVENUE BONDS (WILLOWBROOK APARTMENTS) 2002 SERIES A, 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, Willowbrook Housing Partners, L.P., a California limited partnership (the "Developer") has requested that the County issue and sell revenue bonds to assist in the financing of the acquisition and rehabilitation of a 72 unit multifamily residential rental housing development(the "Project")located at 110 Bailey Road in Bay Point,California;and WHEREAS, on March 22 2002,the Deputy Director-Redevelopment of the Community Development Department of the County (the "Deputy Director-Redevelopment")held a public hearing on the proposed issuance of the Bonds and the financing, ownership and operation of the Project, as required under the provisions:of the Internal Revenue'Code applicable to tax- exempt bonds,following published notice of such hearing,and has communicated to the Board of Supervisors all written and oral testimony received at the 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 Multifamily Housing Revenue Bonds (Willowbrook Apartments) 2002 Series A" in an aggregate principal amount of$6,450,000 (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 otherwise in accordance with the Indenture. 3. The trust indenture relating to the Bonds (the "Indenture") by and between the County and State Street Bank and Trust Company of California,N.A.,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 (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 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 and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 12 hereof, provided that no additions or changes shall authorize an aggregate principal amount of the 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") between the County'and the Developer, 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 theLoan Agreement upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 12 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 (the"Regulatory Agreement"),in the farm 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 Regulatory Agreement upon consultation with the Deputy Director- Redevelopment and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 12 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 placement agreement for the Bonds(the"Placement Contract") among the County, Newman and Associates, Inc. (the "Placement Agent") and the Developer in the form on file with the Deputy Director-Redevelopment, is hereby approved. Any one of the 2 Designated Officers is hereby authorizedand directed,for and in the name and on behalf of the County, to accept the offer of the Placement Agent to arrange for placement of the Bonds contained in the Placement Contract (when such offer is made and if such offer is consistent with Section 2 of this Resolution) and to execute and deliver the Placement'Contract in said form,together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Placement Contract upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County including such additions or changes, as are necessary or advisable in accordance with Section 12 hereof (provided that nosuch change shall increase the aggregate principal amount of the Bonds over the amount specified in Section 2 above, the initial'interest rate on the Bonds shall not be in excess of 8.50%, and the Placement Agent's fee shall not be in excess of 1.50% of the principal amount of the Bands sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Placement Contract by the County. 7. The private placement memorandum relating to the Bonds (the "Placement Memorandum") 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 Placement 'Memorandum in said form, together`with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Placement Memorandum upon consultation with the Deputy Director-Redevelopment and Bond Counsel to the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Placement Memorandum by the County. The Placement Agent is hereby authorized to distribute copies of the executed Placement Memorandum 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 Placement Agent of a preliminary Placement Memorandum 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 Placement Memorandum 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 purchasers thereof in accordance with written instructions executed on behalf of the County by any one of the Designated Officers of the County, which instructions said officers are 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 purchasers thereof in accordance with the Placement Contract,upon payment of the purchase price therefor: 9. The County hereby approves the loan of FY 2001/02 Community Development Block Grant funds in an amount not to exceed.$350,000. 3 10. The County hereby approves the loan of Bay Point Redevelopment Housing Set- Aside funds in an amount not to exceed$350,000. 11 The County ` hereby approves the advance of $350,000in Community Development Block Grant funds on behalf of the Contra Costa County Redevelopment Agency, with said advance to be reimbursed by the Redevelopment Agency approximately erne-month from loan closing, 12. The firm of Newman.&Associates,Inc. is hereby designated as Placement Agent for the-Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from proceeds of the Bonds or contributions by the Developer. 13. The law firm of Quint&Thimmig LLP 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 Developer. 14. The firm of Litten Financial Consulting 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 paid solely from the proceeds of the Bonds or contributions by the Developer. 15. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Bands 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, agreementsand 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 certificates, agreements and other documents described in the Indenture, the Loan Agreement, the;Regulatory Agreement or the Purchase Contract, or otherwise necessary to issue the Bonds and consummate the transactions contemplated by the documents approved by this Resolution. 16. This Resolution shall take effect immediately upon its adoption.` PASSED AND ADOPTED this 26th day of March,2002 by the following vote: AYES: SUPERVISORS UILKEMA, GERBER, GLOVER AND GIOIA w NOES: NONE .ABSTAINING: NONE ABSENT: SUPERVISOR DESAULNIER hair ATTEST: t John Sweeten County Administrator and Clerk of the Board of Supervisors Deputy Clerk