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HomeMy WebLinkAboutMINUTES - 04172007 - SD.4 Contra Costa s- ._`.... County TO: BOARD OF SUPERVISORS FROM: Dennis M. Barry, AICP, Director of Community Development DATE: April 17, 2007 SUBJECT: Windemere Ranch Community Facilities District SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS HOLD public hearing on the financing of public improvements in the Windemere Ranch — Dougherty Valley area — with community facility district special tax bonds and revenue bonds proposed to be issued by ABAG Finance Authority for Nonprofit Corporations and reassessment district bonds to be issued by ABAG; and ADOPT Resolution Finding, pursuant to section 6586 of the California Government Code, that significant public benefits will arise from the financing of public improvements with the proceeds of special tax bonds. FISCAL IMPACT None. No general funds are involved. Bonds proposed to be issued would be secured solely by a pledge of special tax, special assessment, and reserve funds created at the time of issuance. County costs associated with enrolling the special tax, and administering their collection will be covered by the District BACKGROUND/REASONS FOR RECOMMENDATIONS Through the ABAG Finance Authority for Nonprofit Corporations the developer of the Windemere Ranch portion of the Dougherty Valley is proposing to refinance approximately $146 million of existing Assessment and Mello-Roos Special Tax Bonds and issue an additional $15 million of Mello Roos Special Tax Bonds for public infrastructure in the Windemere portion of Dougherty Valley.The Mello-Roos Community Facilities District(CFD)and Assessment District have already been created, and the landowner has approved the special ax and asse en CONTINUED ON ATTACHMENT: _X_ SIGNATURE: i RECOMMENDATION OF COUNTY ADMINISTRATOR RtCOMMENDA ON OF BOARD COMMITTEEPPROVE _OTHER SIGNATURE(S) ACTION BOARD ON a&jjL 67 2U6AP ROVED AS ECOMMENDED VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A V/ 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 /�, •, !Z� 0��7 335-7225 ATTESTED t, orig: Community Development JOHN CULLEN, CLERK OF THE cc: County Administrator's Office BOARD OF SUPERVISORS AND County Counsel COUNTY ADMINISTRATOR Community Development Auditor Controller Treasurer-Tax Collector. via: Community Development-RDA BY �—, DEPUTY "ABAG Finance Authority "Quint&Thimmig 1:JKENNEDY/130ARDA 17.07windereranch.doc .I BACKGROUND/REASONS FOR RECOMMENDATIONS Public infrastructure includes portions of Windemere and East Branch Parkways, parks,water and sewer facilities, storm drains, bridges, and other related public improvements (as more fully described in Exhibit A). The proposed financing is further described in Exhibit B-staff report to the ABAG Finance Authority.The master developer is Windemere BLC Land Company,a joint venture among Lennar Homes of California, Brookfield Bay Area Holdings, and Centex Homes. The CFD does not include any of the properties developed by Fairfield Residential as affordable rental housing units, or the future affordable housing site owned by Windemere BLC. The assessment lien on the future affordable housing site will be paid off by Windemere BLC this spring. The California Government Code(Section 6586.5(a)) requires the legislative body of the jurisdiction in which the public improvements are to be financed to make findings of significant public benefit, and to approve the financing of the public improvements by a Community Facilities District governed by theABAG Finance Authority. This Board Order and the recommended Resolution are the record on whichthe Board of Supervisors may make their findings. The revenue bonds are proposed to be issued by the ABAG Finance Authority in order to refinance previously issued Assessment Bonds for the project issued by ABAG and previously issued CFD Bonds. Even though the ABAG Finance Authority is the issuer of the Bonds, the issuance was reviewed by the County Debt Advisory Committee (the County Auditor-Controller, the Treasurer- Tax Collector, and the County Administrator, or their designees) for conformance with adopted County "Financing Policies for Community Facilities District." The proposed action conform with County Financing Policies, and the Debt Advisory Committee's prior review of May 17,2004.The Community Facilities District and the proposed bonds to be issued have been structured to comply with the County Financing Policies. IJ KENN E DY/BOARD.4.17.07windereranch.doc EXHIBIT A Description of Facilities to be Financed Windemere Ranch Community Facilities District ABAG Finance Authority for Nonprofit Corporations April, 2007 EXHIBIT A ABAG FINANCE AUTHORITY FOR NONPROFIT CORPORATIONS COMMUNITY FACILITIES DISTRICT NO. 2004-2 (WINDEMERE RANCH) DESCRIPTION OF PUBLIC IMPROVEMENTS ELIGIBLE TO BE FINANCED BY THE DISTRICT FACILITIES The District may finance all or a portion of the costs of the following: 1. Roads, streets and parkways within or in the vicinity of the District, including related grading, paving, curb and gutter, sidewalk, landscaping, sound wall, storm drain,sanitary sewer,potable water,recycled water,joint trench and street lights; for roads, streets and parkways including but not limited to Albion Road Phase 2,Windemere Parkway Phases 2 and 5,East Branch Parkway Phases 4 and 5,Z Street and X Street as indicated on the map attached hereto. 2. Water Quality Ponds, including grading, paving, fencing, access road construction, storm drain pipes, riser structure and outfall protection for such pond; including but not limited to Ponds 6, 7, 8, 11 and 14 as indicated on the map attached hereto. 3.. Parks, including grading, paving, storm drain, utilities, landscaping, athletic fields and miscellaneous structures for parks; including but not limited to Phase 2 Parks (Hidden Valley and Creekview Parks), Phase 3 Parks (neighborhood park),and Phase 4 Parks (pocket park) as indicated on the map attached hereto. 4. Creeks, including grading, fabric, geoweb, rock slope protection and, as applicable, storm drain and maintenance road; including but not limited to Phase 2 Creeks (Southfork Creek), Phase 3 Creeks (A and K creeks) and Phase 4 Creeks (E and G creeks) as indicated on the map attached hereto. 5. Japonica Bridge, including abutments, rock slope protection, girders, bridge deck,utilities and street lights. 6. Middle School storm drain and sanity sewer, including, appurtenant structures, energy dissipater and rock rip rap. The foregoing shall include all engineering, design,plan check and inspection fees. The location of any such improvements on the attached map is for general reference only, and the location of any specific improvement may vary from that indicated on the attached map. A-1 OTHER The District may also finance any of the following: 1. Bond related expenses, including underwriter's discount, reserve fund, capitalized interest,bond and underwriter's counsel,disclosure counsel and all other incidental expenses. 2. Administrative fees of the Authority, the bond trustee or fiscal agent related to the District and any bonded indebtedness of the District. I Reimbursement of costs related to the formation of the District advanced by the " Authority or any landowner or developer within'the District, as well as reimbursement of any . costs advanced by the Authority or any landowner or developer within the District, for facilities,fees or other purposes or costs of the District. A-2 CREEKS -PHASc 3 �, NEIGHBORHOOD PARK BRIDGE JAPONICA�� s�---�' /r f PHASE 3 l 11 STREET r/ NX PHASE 2 J NEIGHBORHOOD PARK f•' r p-APHASE PHASE 2c11 1 , � I"Y�I -1_VI POND fi �A+BfON ROAD PHASE 1, r--� r----� MULTI I,� jl% =/' POND 7 l FAMILY; /li 14 CREEKS f PHASE I / CREEKS -PHASE 2 WINDEMERE� PHASE --- PARKWAY fi�l POCKET PARK' \ PHASC 4, PHASF. 5 PHASE 2 _ �( !� PHASE 4 r r % CREEKS �r / X STREET CHASE 5 PHASE 4�. -X STRUT POND 8 --PHASE 4 / '`PHASE 4 PHASE 3 COMMUNITY ' �'/'• ,-EAST BRANCH PARK PARKWAY cl ` MIDDLE SCHOOL -POND 11 1 i STORM DRAIN & SEWER SYSTEM \ / PHASE 5 ' I / EAST BRANCH- CONNECTiONP PASE - \ARKWAY Hl POCKET PARK \ ---- -- - \ /-PHASE 5 ! : WINDEMERE;' \ PARKWAY ' POND 14- COMMUNITY FACILITIES DISTRICT 2004-2 PROPOSED FACILITIES WINDEMERE 1 �m DOUGHERTY VALLEY SPECIFIC PLAN 1 - =� A-3 EXHIBIT B Staff Report on Proposed Financing Windemere Ranch Community Facilities District ABAG Finance Authority for Nonprofit Corporations April, 2007 Staff Report for the ABAG Financing Authority for Nonprofit Corporations Proposed 2007 Revenue Bonds Requested Action: The Board is requested to approve the issuance of 2007 Revenue Bonds structured in two series -- an insured Senior Series A and a non-rated Subordinate Series B — with an aggregate not-to-exceed principal amount of$175 million. Discussion: Purpose: The 2007 Bonds will be issued by the ABAG Financing Authority for Nonprofit Corporations (the "Authority") to: (1) purchase Reassessment Bonds issued by ABAG which will, in turn, refund the outstanding 1999, 2000 and 2002 Bonds issued by ABAG Windemere Ranch Assessment District 1999-1; and (2) purchase special tax bonds issued by ABAG Financing Authority for Nonprofit Corporation's CFD No. 2004-2 which will, in turn, refund the outstanding 2004 Special Tax Bonds and raise approximately $14 million of additional project funds remaining under the $15 million authorization for the CFD. Bond proceeds will also be used to establish debt Local Obligation Bonds Authority Bonds service reserve funds, pay costs of issuance Reassessment Bonds Senior Revenue Bonds and tepa the bond insurance ium. •Refunding of 1999,2000 and Series A Y p t�rem2002 Bonds (—$115 million) •May provide some debt service •Predominately secured by coverage =J__:BA6reveneeS fromdeveloped property Security: The Bonds will be secured by a combination of specialCFD Bonds Subordinate Revenue •Series A Refunding of 2004 Bonds Series B assessment revenues levied in the Bonds (—$45 million) Reassessment District and special tax Series B$15 million new •Maximum special tax capacity and money possibly reasseumcm revenues revenues levied in the ABAG Finance Debt service coverage of 120 provide some coverage' Authority's CFD No. 2004-2. The Senior Series A Bonds will have a first claim on the pooled revenues and will be predominately secured by revenues drawn from developed property. The Subordinate Series B will have a subordinate claim on the pooled revenues. The Property: Windemere Ranch is a 2,300-acre, master-planned development located in the Dougherty Valley of southern Contra Costa County, near the interchange of interstate highways 580 and 680. The property is entitled for 5,170 residential units and 380,000 square feet of commercial space. The project is being developed iri five phases. Current development plans envision 3,280 single-family homes, 597 condominiums and townhomes, and 1,293 apartment units at full build out. The apartment units are expected to fulfill the development's 25% affordable housing requirement arising from the Dougherty Valley Affordable Housing Program. The property, originally unincorporated County land, is annexed into the City of San Ramon as development proceeds. (Phases 1, 2, 4, 5A and 5B have already been annexed into the City. Phases 3 and 5C havenot yet been annexed.) The Dublin San Ramon Services District provides water service and the Contra Costa County Sanitary District provides sewer services. Development Status: Final maps for all Phases have been approved. Phase 1 is completely built out and sold to homeowners. Phase 2 is completely built out and sold to homeowners with the exception of one pending home escrow close. Phase 4 is substantially completed with 685 of 758 homes constructed and 714 home sales in contract of which 677 have closed. Phases 5A and 5B are Pagel significantly developed with all lots finished and 205 homes constructed out of 586 total. Phases 3 and 5C have all lots finished and home construction beginning. Developer: The master developer for the project is Windemere BLC Land Company, a joint venture among three major builders—Lennar Homes of California, Brookfield Bay Area Holdings, and Centex Homes. Windemere BLC no longer owns any property in the districts except for (a) property entitled for 293 affordable housing units (not subject to the special tax), and (b) open space land that is not expected to be developed. Windemere BLC expects to prepay the assessment lien on the affordable housing project prior to the bond sale. There are no remaining assessment liens on the open space land. Merchant builders affiliated with the master developer member entities own approximately 1,054 lots within the project and land banks created by the merchant builders own 295 lots. The balance of the property in the districts is owned by homeowners as of February 11, 2007. The Reassessment District: The Reassessment District encompasses the entire 2,320 acres of the Windemere Ranch development (Phases 1-5) included in the original Assessment District established in 1999.. A total of $125 million of assessment liens were levied against property in the District, with approximately $109 million remaining in unpaid assessment liens. The Reassessment Bond debt service may be structured to provide a measure of"coverage" on the allocable portion of the Senior and Subordinate Revenue Bonds. ,The Community Facilities District: The CFD, established in 2004, includes approximately 1,951 acres of land, encompassing Phases 2 through 5 of the Windemere Ranch development. (Phase 1 was excluded because homes sales there had already begun when the CFD was formed.) Special taxes are levied first on developed property then on undeveloped property. The maximum annual tax.rate for residential property varies from $530 for condominium units to $1,970 for the largest lot single-family units. Non-residential developed property and undeveloped property are both taxed at a maximum annual rate of$8,780 per acre. The RMA does not include an annual escalation factor for maximum special tax rates. Homeowners may prepay their tax in part or in full at any time with prepayment penalties. The maximum special tax revenues from the CFD at expected build out will be $3,592,830. This will provide debt service coverage of roughly 120%on the Special Tax Bond debt service. Property Values and Value-to-Lien: The property in the districts subject to the assessment lien and/or the special tax obligation has been assessed on the FY06-07 tax rolls at $2.4 billion. (Note that the FY07 assessed value reflects development and sales activity as.of January 1, 2006. It does not capture activity within the last 14 months.) Based on estimated Senior and Subordinate Bond principal of$158 million,the aggregate value-to-lien on the property is estimated at over 15-to-1. Capitalized Interest: A small amount of capitalized interest may be included to cover the portion of debt service attributable to the new money special tax debt through September 2,2007. Refunding Economics: ABAG issued bonds for Assessment District 1999-1 in 1999, 2000 and 2002. The 1999 Bonds ($22.72 million outstanding)have interest rates ranging from 5.35% in 2007 to 6.15% in 2029 and no optional call feature prior to maturity. The 2000 Bonds ($70.34 million outstanding) have interest rates from 6.10% in 2007 to 7.45% in 2030 and are callable on Sept. 2, 2008 with a 2% redemption premium. The 2002 Bonds ($23.5 million outstanding) has rates ranging from 4.70% in 2007 to 6.375% in 2032 and are callable on Sept. 2, 2011 at 102%. ABAG FAN issued one series of Special Tax Bonds for the CFD 2004-2. The 2004 CFD Bonds ($29.5 million outstanding) carry rates from 3.75% in 2007 to 6% in 2034 and are callable on Sept. 1, 2014 at par. A combined refunding of the outstanding debt in current market conditions, assuming approximately 70%of the debt is insurable, would generate net present value savings of approximately $20 million or 14% of the Page 2 refunded par. Market Conditions: The Bonds are being issued at a time of historically low rates in the municipal markets. Long-term, tax-exempt interest rates have averaged 5.36% over the last 10 years and roughly 4.90%over the last year. Bond Buyer 25-Bond R,­i­Index T -Erc pt Bond,Mu. ing in 30 V- i h Avecagc Raring of Al/A+ Wcckly P,dod rm J. ,2,1997 m,11 ch 1,2007 s.so 5W a.50 Legal documents: In order to complete this financing,ABAG and the Authority are required to adopt several resolutions and approve and execute several key legal documents. While the documents are in near-to-final form, the Resolutions authorize certain officers to make amendments, as necessary. A summary of the key documents is provided below. Official Statement: This document describes the security and discloses potential risks to prospective investors. It will generally describe: the sources of payment for the bonds, the nature and status of development within the districts, the economic and demographic characteristics of the area, and inherent risk factors associated with the security. The Official Statement (often referred to as the "OS" or "POS" in its preliminary form)is distributed by the underwriter to prospective investors prior to the bond sale so that investors can make informed purchase decisions. It's most important that this document contains no material misstatements or omissions. Continuing Disclosure Agreement: This agreement, attached as an appendix of the Official Statement, outlines the updated information related to the security that the Authority and the developer will each agree to provide to the bond market on an ongoing basis. Disclosure is required annually by the Authority (and semi-annually by the developer),and on an exceptional basis for any major "material" developments. Bond Purchase Contract: This contract, executed at the time of the bond sale, specifies the actual principal amounts, interest rates and prices at which the bonds will be sold. In this contract, Stone & Youngberg commits to purchase the bonds at closing and the Authority commits to sell the bonds at the agreed upon prices and amounts subject to certain closing conditions. Closing conditions generally relate to the execution and validity of all the required documents and the absence of material changes in the nature of the security, etc. Indenture of Trust: This agreement, between the Authority and the bond trustee,lays out the Page 3 legal structure and terms of the Senior and Subordinate Revenue bonds. The indenture will specify: • the payment dates and maturities of the bonds; • the flow of funds for the accounts (the mechanics of the cashflow); • the default and remedy provisions (in the event that something goes wrong); • redemption and defeasance provisions,in the event that the bonds are pre-paid; • covenants of the issuer. Fiscal Agent Agreements: Separate agreements are provided to lay out the legal structure for the local obligations. The bond trustee and ABAG are party to the fiscal agent agreement for the Reassessment Bonds; the trustee and the Authority are party to the agreement for the Special Tax Bonds. Escrow Agreements: These agreements establish refunding escrows to defease each series of outstanding Bonds. Page 4 a 1 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Resolution on April 17, 2007, by the following vote: � - - — - - - ----- - -- - _ _ +�.j,E,-6 E •.L ,per`' AYES: GIOIA, UILKEMA, BONILLA, GLOVER, &PIEPHO o _.ahlli�lte NOES: NONE , e ABSENT: NONE ;. ti ABSTAIN: NONE Resolution No. 2007/ cWµ In the Matter of Resolution Making Findings ) With Respect to and Approving the Issuance ) of Bonds by the ABAG Finance Authority For ) Nonprofit Corporations—Windemere Ranch ) WHEREAS, the Association of Bay Area Governments ("ABAG") has issued three series of its Limited Obligation Improvement Bonds for its Windemere Ranch Assessment District 1999-1, in the aggregate initial principal amount of $125,000,000 consisting of Series 1999, Series 2000, and Series 2002 (collectively, the "Assessment Bonds"), and the ABAG Finance Authority For Nonprofit Corporations (the "Finance Authority") has formed the ABAG Finance Authority For Nonprofit Corporations Community Facilities District No. 2004-2 (Windemere Ranch) (the "CFD") and has issued, for and on behalf of the CFD its ABAG Finance Authority For Nonprofit Corporations Community Facilities District No. 2004-2 (Windemere Ranch) 2004 Special Tax Bonds in the initial aggregate principal amount of $30,000,000 (the "Special Tax Bonds" and, collectively with the Assessment Bonds, the "Prior Bonds"), and proceeds of the Prior Bonds have been used to finance various public infrastructure improvements (the "Improvements") relating to the Windemere Ranch development (the "Development"); and WHEREAS, the master developer of the land in the Windemere Ranch development has requested that the Finance Authority consider the issuance of two series of revenue bonds (collectively, the "2007 Bonds") in order to provide funds to acquire a series of reassessment bonds (the "2007 Reassessment Bonds") to be issued by ABAG to refund the outstanding Assessment Bonds and to acquire two series of special tax bonds (the "2007 Special Tax Bonds" and, together with the 2007 Reassessment Bonds, the "2007 Local Agency Bonds") to be issued by the Finance Authority to refund the outstanding Special Tax Bonds and to provide additional financing for the CFD to assist in the financing of the Improvements, all with the purpose and intent of realizing interest rate savings and allowing for the financing of additional public infrastructure improvements necessitated by the Development; and WHEREAS, the County of Contra Costa (the "County") is a member of the Finance Authority and of ABAG; and WHEREAS, the Finance Authority's "Guidelines for Issuance" require, in effect, that the member of the Finance Authority is whose jurisdiction the Development is located adopt a resolution approving the issuance of bonds to finance or refinance Improvements for the Development, prior to final consideration of any such financing by the Finance Authority; and Section 6586.5(a)(2) of the California Government Code (the "Code") requires, in effect, that a local agency within whose boundaries the Improvements are located approve the financing and make a finding of significant public benefit after a public hearing held by the Board of Supervisors of the County; and WHEREAS, the proposed financing program has been reviewed by the County's Debt Advisory Committee, including a review under the County's Financing Policies for Community Facilities Districts (the "Policies") of the proposed 2007 Special Tax Bonds, and has found that the financing contemplated by the 2007 Special Tax Bonds is consistent with the requirements of Section VII.B. of the Policies and the financing program contemplated by the 2007 Bonds, the 2007 Reassessment Bonds and the 2007 Special Tax Bonds (the "Financing RESOLUTION NO. 2007/ Program") is otherwise in accordance with the Policies and other applicable County policies; and WHEREAS, the Board of Supervisors of the County (the "Board") has on this date held a duly noticed public hearing on the financing and refinancing, as applicable, of the Improvements with the proceeds of the 2007 Bonds, as required by the Code; and WHEREAS, the Board now desires to make a finding of significant public benefit pursuant to Section 6586.5(a) of the Code, and to approve the provision of additional financing of the Improvements by the CFD and the Financing Program in order to satisfy the Guidelines for Issuance of the Authority and the requirements of the Code, and so that the financing and refinancing, as applicable, of the Improvements can be completed; and WHEREAS, the County will have no obligation whatsoever with respect to the administration of the CFD, or the issuance or repayment of the 2007 Bonds, the 2007 Reassessment Bonds or the 2007 Special Tax Bonds. NOW, THEREFORE, BE IT BY THE BOARD RESOLVED as follows: Section 1. The Board of Supervisors hereby finds that significant public benefits will arise from the financing and refinancing, as applicable, of the Improvements with the proceeds of the 2007 Bonds, in accordance with Section 6586 of the Code. Section 2. The Board of Supervisors hereby approves the issuance of the 2007 Bonds by the Finance Authority, the issuance of the 2007 Reassessment Bonds by ABAG, the issuance of the 2007 Special Tax Bonds by the Finance Authority for the CFD, and the financing and refinancing, as applicable, of the Improvements pursuant to the Financing Program. Section 3. The County hereby certifies to the Finance Authority that any land use approvals necessary for development in the CFD to occur and the installation of any CFD financed facilities have been granted (other than design approvals, building permits and other similar approvals, as to which no certification is hereby made), subject to and as more fully described in the Memorandum of Understanding Between Contra Costa County, the City of San Ramon, Shapell Industries and Windemere Ranch Partners Relating to Development of Dougherty Valley, dated October 15, 1997. Section 4. 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: �,,,, .'/J r/ � ATTESTED: C l [� C;c JOHN CULLEN,Clerk of the Board of Supervisors and County Administrator By h Deputy 01009.32:J9314 RESOLUTION NO. 2007/ �� `