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HomeMy WebLinkAboutMINUTES - 03142006 - C.50 w Contra Costa County s a ...,.; covx TO: REDEVELOPMENT AGENCY/BOARD OF SUPERVISORS FROM: John Cullen, Executive Director C . 5o Dennis M. Barry, AICP, Community Development Director DATE: March 14, 2006 C 0 PulSIDEP VIV TI C SUBJECT: Pleasant Hill BART Transit Village, Contra Costa Centre Area SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS As the Board of Supervisors, ADOPT Resolution authorizing the issuance of tax exempt bonds in an amount not to exceed$125 million for financing the construction the Pleasant Hill BART Transit Village Apartments and action related to thereto. As the Redevelopment Agency,APPROVE and AUTHORIZE execution of a Regulatory Agreement and Declaration of Restrictive Covenants in connection with the Pleasant Hill BART Transit Village Apartments. FISCAL IMPACT None. The bonds are entirely secured by a revenue pledge and reserve accounts. In the event of any default on the part of the borrower the County is not morally or legally obligated to cure. Furthermore, the County's credit rating is not effected by the performance of the borrower. The County is compensated for its cost of issuance and annually for monitoring ex enses. CONTINUED ON ATTACHMENT: X YES SIGNATURE: _RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM NDATION OF *ARD COMMITTEE .APPROVE OTHER SIGNATURE(S): r. ACTION OF BOA N 7'ch 114 o&#W APPROVED AS RECOMMENDED OTHER VOTE OFF SUPERVISORS 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. Contact: Jim Kennedy 5-7225 orig: Community Development cc: County Administrator ATTESTED County Counsel JOHN CULLEN, CLERK OF THE BOARD OF SUPERVISORS Via Redevelopment AND THE COUNTY ADMINISTRATOR BY , DEPUTY • Orrick Herrington & Sutcliff • Newman & Associates • Millennium Partners • Avalon Bay Communities • BART • Goldfarb & Lipman G:\CDBG-REDEV\redev\LNoble\Personal\Board Orders and Greenies\BOARD.PHB Transit Village Apartments.2.28.06.doc 1 w BACKGROUND/REASONS FOR RECOMMENDATIONS On August 3, 2004 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds for the construction of the Pleasant Hill BART Transit Village Apartments, Contra Costa Centre area. Since that time the County has received the necessary authority from the California Debt Limit Allocation Committee to issue private activity bonds for the project. The property is to be owned by Pleasant Hill Transit Village Partners I, a Delaware limited partnership,which is comprised of Millennium Partners and Avalon Bay Communities ("the Developer"). The Pleasant Hill BART Transit Village Apartments are a 449-unit project located on the BART property adjacent to the Pleasant Hill BART Station. The project is a new construction mixed income affordable housing project with a mixed use element. The plan of finance is set forth below: Tax Exempt Bond Loan $125,000,000 Contra Costa County Redevelopment $2,500,000 Developer Equity $12,500,000 Total $140,000,000 The proposed financing is consistent with County and Redevelopment Agency policies to increase the supply of affordable housing. 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 developer, and the financing. The Bond/Agency Regulatory Agreement will result in 90 affordable units for very low income households (50% of area median income) for fifty-five years. The proposed financing and the credentials of the Developer have been thoroughly evaluated by staff. Almost ten years in the making, the Transit Village project on the BART property in the Contra Costa Centre Station area is about to get underway in a visible way. This complex public/private partnership,which is being undertaken by a partnership of Avalon Bay Communities and Millennium Partners, is a residential mixed-use project that will include 549 residential units (including 100 for-sale condominiums) 35,590 square feet of local serving restaurants (including restaurants, business services,can convenience retail),ten live-work units,a 290,000 square foot office building and a 20,000 square foot business conference center. All of these activities would occur a few steps for the BART fare gates. Contra Costa Centre will have its heart. Initial construction activity began February 21, 2006 when the construction of a BART patron replacement parking garage began. When the garage is completed the Transit Village project will be constructed. Initial construction of the Transit Village will occur in the spring of 2008. The land use approvals were the culmination of a community-driven planning program called a"charrette", which conducted in 2001. Since that time countless hours have been spent fine-tuning the architecture and site plan, coordinating and reconciling the wide variety of circulation issues related to the property—transit, bus,taxi, kiss-and-ride,bicycles,and pedestrians–with the mixed-use land use program. Balancing all of these interests was the challenge provided to the world-renowned architecture and urban design firm of McLarand Vasquez Emsiek (MVE). The entire project will be built on land owned by BART and leased to the Developer. In order to achieve all the project goals–including replacing almost 1500 parking spaces for BART patrons–a financial partnership was set up between BART, the County of Contra, and it's Redevelopment Agency. This partnership,which is called the Pleasant Hill BART Leasing Authority(the"JPA"),as well as the County Redevelopment Agency will be directly involved in the business transaction. The JPA will be leasing the property to the developer, with the Redevelopment Agency financing aspects of the project(BART replacement parking,streets and drainage, as well as parks, plazas, open-space, and civic uses), and affordable housing. All aspects of this business partnership were approved by the JPA, the County, and/or the Redevelopment Agency in 2005. The bonds to be issued will finance the development of the Pleasant Hill BART Transit Village Apartments. The bonds will be secured by a pledge of rents and reserve accounts. The bonds will also initially be secured by a Guaranteed Investment Contract(GIC), and ultimately by a bank letter of credit or FNMA or GNMA guaranty. The proposed issuance of bonds complies with the County's adopted polices for the issuance of bonds. No pledge of County revenues is involved in securing the bonds. G:\CDBG-REDEVVedev\LNoble\Personal\Board Orders and Greenies\BOARD.PHB Transit Village Apartments.2.28.06.doc 2 ATTACHMENT A The Bond Sale Resolution authorizes a number of actions, a summary of which follows: 1. Authorizes the issuance of revenue bonds in an amount not to exceed$125 million; 2. Approves the form of Indenture between the County, and a Trustee bank to be determined; 3. Approves the form of Financing Agreement between the County,the Trustee, and Pleasant Hill Transit Village Partners I, LP, and Delaware limited partnership (the "Borrower"); 4. Approves form of Regulatory Agreement and Declaration of Restrictive Covenants between the County, the County Redevelopment Agency, the Trustee, and the Borrower; 5. Approves the form of Purchase Agreement between Newman and Associates,the Borrower, and the County; 6. Approves the form of Official Statement; 7. Designates Orrick Herrington and Sutcliffe, LLP as Bond Counsel; 8. Designates Public Financial Management as the financial advisor; 9. 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, and actions related thereto. G:\CDBG-REDEV\redev\LNoble\Personal\Board Orders and Greenies\BOARD.PHB Transit Village Apartments.2.28.06.doc 3 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Resolution on March 14, 2006 by the following vote: s L AYES: Uilkema, Iliepho. DeSaulnier, Glover and Gioia NOES: None / - ABSENT: None n �j ABSTAIN: None SUBJECT: ISSUANCE AND DELIVERY OF ) Resolution No. 2006/86 MULTIFAMILY HOUSING REVENUE BONDS ) FOR THE PLEASANT HILL BART TRANSIT ) VILLAGE APARTMENTS ) 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, among other things, the acquisition and construction 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 and construction of an approximately 449-unit multifamily rental housing development generally known as Pleasant Hill BART Transit Village Apartments (the "Project"), which will be owned and operated by PHVP I LP, a Delaware limited partnership, and entities related thereto (collectively, the "Borrower"), and in order to do so intends to sell and issue not to exceed $125,000,000 of its multifamily mortgage revenue bonds in one or more series (as more fully described herein, the "Bonds"), and to loan the proceeds thereof to the Borrower, thereby reducing the cost of the Project and assisting in providing housing for low income persons; WHEREAS, the County received on December 21, 2005 an allocation in the amount of $125,000,000 from the California Debt Limit Allocation Committee in connection with the Project; WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the "Code"), the financing of the Project and the issuance of the Bonds by the County must be approved by the "applicable elected representative of the County" (as defined in the Code); WHEREAS, the Board of Supervisors of the County of Contra Costa (the "Board"), is the elected legislative body of the County and is the applicable elected representative required to approve the refinancing of the Project and the Bonds under Section 147(f) of the Code; WHEREAS, pursuant to Section 147(f) of the Code, the Deputy Director— Redevelopment has, prior to the adoption of this resolution and following notice duly given, held a public hearing regarding the financing of the Project and the issuance of the Bonds; WHEREAS, the Board desires to approve the financing and the issuance of the Bonds; and 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. Bank National Association, as trustee (the "Trustee'), providing for the authorization and issuance of the Bonds; RESOL UTI0N N0. ?0061 A (2) Financing Agreement (the "Financing Agreement") to be entered into among the County, the Trustee and the Borrower; (3) Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), to be entered into among the County, the Contra Costa County Redevelopment Agency, the Trustee, and the Borrower; (4) Bond Purchase Agreement (the "Purchase Agreement") to be entered into among the County, the Borrower and the Newman and Associates, a Division of GMAC Commercial Holding Capital Markets Corp. (the "Underwriter"); and (5) Official Statement for the Bonds. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follows: Section 1. This Board hereby 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 described herein, the County is hereby authorized to issue the Bonds. The Bonds shall be designated as "County of Contra Costa Multifamily Housing Revenue Bonds (Pleasant Hill BART Transit Village Apartments Project)", and shall be issued in one or more series (with an appropriate series designation) in an aggregate principal amount not to exceed $125,000,000. For purposes of Section 147(f) of the Code, the Board hereby authorizes the issuance of bonds by the County to finance the Project. For purposes of Section 147(f) of the Code, bonds may be issued in one or more series from time to time, including bonds issued to refund such revenue bonds in one or more series from time to time, at no time to exceed $125,000,000 in aggregate principal amount. The Bonds shall be in the form set forth in and otherwise in accordance with the Indenture. The Bonds 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 County Administrator and 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, as applicable, and the payment of the principal of, redemption premium, if any, and interest on, the Bonds shall be made solely from the amounts and assets pledged thereto under the Indenture. The Bonds shall not be deemed to constitute a debt or liability of the County. Section 3. The form of Indenture, on file with the Clerk, is hereby approved and the Chair or Vice Chair of this Board of Supervisors, the County Administrator of the County, the Director of Community Development of the County or the Deputy Director-Redevelopment of the County (each as "Authorized Officer') is hereby authorized and directed to execute and deliver the Indenture in substantially said form, with such changes therein as such officer 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 December 1, 2046), interest rate or rates (which shall not exceed 12% 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 Financing Agreement, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed-to execute and deliver the Financing Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The form of Regulatory Agreement, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed to execute and deliver the Regulatory Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. RESOLUTION NO. 2006/ Section 6. The form of the Purchase Agreement, on file with the Clerk, is hereby approved and an Authorized Officer is hereby authorized and directed to execute and deliver one or more Purchase Agreements in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the Underwriter's discount shall not exceed 1% of the principal amount of the Bonds. Section 7. The form of Official Statement, on file with the Clerk, is hereby approved with such changes, additions and corrections as an Authorized Officer may hereafter approve, and the Underwriter is hereby authorized to distribute copies of one or more Official Statements in preliminary or final form to persons who may be interested in purchasing the Bonds. An Authorized Officer is hereby authorized and directed to sign one or more Official Statements in final form and the Underwriter is hereby authorized and directed to deliver copies of an Official Statement in final form to the purchasers of the Bonds. Section 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 appearing thereon, and to deliver the Bonds, when duly executed and authenticated, in accordance with written instructions executed and delivered on behalf of the County by an Authorized Representative, which instructions are hereby authorized and directed to be executed and delivered to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price thereof. Section 9. The Board hereby appoints Orrick, Herrington & Sutcliffe LLP, San Francisco, California, as bond counsel and Public Financial Management, San Francisco, California, as financial advisor. Section 10. 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 take 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, the Purchase Agreement and the other documents herein approved, as well as a tax certificate and an intercreditor and/or subordination agreement 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 11. 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 Officer without further authorization by this Board of Supervisors, and such 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 12. This Resolution shall take effect upon its adoption. I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown ATTESTED: March 14, 2006 John Cullen, Clerk of the Board of Supervisors And County Administrator By Deputy cc: Community Development Department CLERK'S CERTIFICATE RESOLUTION NO. 20061 �� I, A&-rdfI7 /�,l ��� , 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 March 14, 2006, 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: Uilkema, Piepho, DeSaulnier,Glover and Gioia NOES: None ABSENT: None ABSTAIN: None An agenda of said meeting was posted at least 72 hours before said meeting at 651 Pine 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 14th day of March, 2006. John Cullen, County Administrator and Clerk of the Board of Supervisors [SEAL] By: Depu Clerk RESOLUTION 2006186