Agenda

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C. 84

To:	Board of Supervisors
From:	John Kopchik, Director, Conservation & Development Department
Date:	December 19, 2017

Contra

Costa

County

Subject:

Note Sale Resolution - Riviera Family Apartments, Walnut Creek

APPROVE	OTHER
RECOMMENDATION OF CNTY ADMINISTRATOR	RECOMMENDATION OF BOARD COMMITTEE

Action of Board On: 12/19/2017

APPROVED AS RECOMMENDED

OTHER

Clerks Notes:

VOTE OF SUPERVISORS

AYE:

John Gioia, District I Supervisor
Candace Andersen, District II Supervisor
Diane Burgis, District III Supervisor
Karen Mitchoff, District IV Supervisor
Federal D. Glover, District V Supervisor

Contact:

Kara Douglas 925-674-7880

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: December 19, 2017
David Twa,

BY:	, Deputy

RECOMMENDATION(S):

1. ADOPT Resolution No. 2017/451 (the "Resolution") authorizing the issuance of a Multifamily Housing Revenue Note in principal amount not to exceed $1,600,000 to provide additional financing for the construction of Riviera Family Apartments in Walnut Creek (the "Development").
2. FIND and DECLARE that the recitals contained in the proposed Resolution are true and correct.

3. AUTHORIZE the issuance of County of Contra Costa Multifamily Housing Revenue Note (Riviera Family Apartments), Series 2017D (the "Note") in an aggregate principal amount not to exceed $1,600,000.

RECOMMENDATION(S): (CONT'D)

4. APPROVE the form of, and authorize the County to execute, the Funding Loan Modification Agreement between the County of Contra Costa (the "County") and MUFG Union Bank N.A (the "Bank").
5. APPROVE the form of, and authorize the County to execute, the First Modification Agreement between the County, the Bank and Riviera Family Apartments L.P., a California Limited Partnership (the "Borrower")
6. APPROVE the form of, and authorize the County to execute, two Amended Regulatory Agreements and Declarations of Restrictive Covenants, one related to the units located at 1515 Riviera and the other relating to the units located at 1738 Riviera, all in Walnut Creek, between the County and the Borrower.
7. AUTHORIZE the Designated Officers of the County to execute and deliver the Note to the Bank.
8. APPOINT Quint & Thimmig, LLP as bond counsel for the transaction.
9. AUTHORIZE and DIRECT the Designated Officers of the County, as defined in Resolution No. 2017/451, to do any and all things and take any and all actions, and execute and deliver any and all certificates, agreements, and other documents which the officer may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with the Resolution.

FISCAL IMPACT:

No impact to the General Fund. At the closing for the Notes, the County is reimbursed for costs incurred in the issuance process. Annual expenses for monitoring of Regulatory Agreement provisions ensuring units in the Development will be rented to low income households will be reimbursed through issuer fees established in the documents for the Notes. The Notes will be solely secured by and payable from revenues (e.g. Development rents, reserves, etc.) pledged under the Note documents. No County funds are pledged to secure the Notes.

BACKGROUND:

The recommended action is the adoption of a Resolution by the Board, as the legislative body of the County, authorizing the issuance of multifamily housing revenue notes, the proceeds of which will be used to finance the construction of Riviera Family Apartments, a 58 unit residential housing development located at 1515 Riviera and 1738 Riviera in Walnut Creek.

The ownership entity for the development is Riviera Family Apartments, L.P., a California limited partnership with RCD GP LLC serving as general partner of the Borrower. The ownership entity is an affiliate of Resources for Community Development, a local non-profit housing developer that has developed over 450 units of housing in Contra Costa County. Wells Fargo Bank is the tax credit investor limited partner.

On December 5, 2017, the Board of Supervisors adopted Resolution No. 2017/431 expressing the Board's intent to issue multi-family housing revenue notes for the Development. That Resolution authorized the submittal of an application by the County for tax-exempt private activity bond authority from the California Debt Limit Allocation Committee. Subsequent to the adoption of that Resolution, the County, as required by Section 147(f) of the Internal Revenue Code, held a noticed public hearing to permit interested parties to comment on the proposed financing and the Development. That hearing was held on December 12, 2017, with no comments received from the public. The Board adopted Resolution No. 2017/445 on December 12, 2017, to authorize proceeding with the issuance of the Note pursuant to Section 147(f) of the Internal Revenue Code.

On December 20, 2017, the California Debt Limit Allocation Committee is expected to award the County authority to issue the Note in a maximum principal amount of $1,600,000. That authority will be used to issue and sell the Notes directly to MUFG Union Bank N.A. with the proceeds of the Note to be used to fund a loan by the County to Riviera Family Apartments, L.P. In addition to the proceeds of the Note, the Development will utilize other forms of financing detailed in Attachment A. The transaction is expected to close on or about December 22, 2017.

CONSEQUENCE OF NEGATIVE ACTION:

Negative action would prevent the County from issuing the Multifamily Housing Revenue Notes in order to provide a loan to Riviera Family Apartments, L.P. to finance the construction of Riviera Family Apartments.

CHILDREN'S IMPACT STATEMENT:

Riviera Family Apartments provide 58 units of affordable rental housing appropriate for families. This supports outcome #3: Families are Economically Self Sufficient.