Agenda

Return

C.110

To:	Board of Supervisors
From:	John Kopchik, Director, Conservation & Development Department
Date:	March 29, 2016

Contra

Costa

County

Subject:

Bond Sale Resolution - East Bluff Apartments, Pinole

APPROVE	OTHER
RECOMMENDATION OF CNTY ADMINISTRATOR	RECOMMENDATION OF BOARD COMMITTEE

Action of Board On: 03/29/2016

APPROVED AS RECOMMENDED

OTHER

Clerks Notes:

VOTE OF SUPERVISORS

AYE:

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

ABSENT:

Mary N. Piepho, District III 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: March 29, 2016
David Twa,

BY:	, Deputy

RECOMMENDATION(S):

1. ADOPT Resolution No. 2016/122 authorizing the issuance of Multifamily Housing Revenue Bonds in a principal amount not to exceed $29,476,000 to finance the acquisition and rehabilitation of East Bluff Apartments in Pinole (the "Development").
2. FIND and DECLARE that the recitals contained in the proposed Resolution are true and correct.

3. AUTHORIZE the issuance of a County of Contra Costa Multifamily Housing Revenue Bond (East Bluff Apartments), Series 2016A in an aggregate principal amount not to exceed $29,476,000.

RECOMMENDATION(S): (CONT'D)

4. APPROVE the form of, and authorize the County to execute, the Indenture between the County and U.S. Bank National Association. (the "Bank").
5. APPROVE the form of, and authorize the County to execute, the Construction Loan Agreement among the Bank, the County and EB L.P. (the "Borrower")
6. APPROVE the form of, and authorize the County to execute, the Regulatory Agreement and Declaration of Restrictive Covenants between the County and Borrower.
7. APPROVE the form of, and authorize the County to execute, the Assignment of Deed of Trust and related documents by the County to the Bank.
8. APPOINT Quint & Thimmig, LLP as bond counsel for the transaction.
9. AUTHORIZE and DIRECT the Designated Officers of the County to do any and all things and take any 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 Bonds in accordance with the Resolution.

FISCAL IMPACT:

No impact to the General Fund. At the closing for the Bonds, 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 are accommodated in the documents for the Bonds. The Bonds will be solely secured by and payable from revenues (e.g. Development rents, reserves, etc.) pledged under the Bond documents. No County funds are pledged to secure the Bonds.

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 Bonds, the proceeds of which will be used to finance the acquisition and rehabilitation of East Bluff Apartments, a 144 unit residential housing development located at 1813 Marlesta Court in Pinole.

The ownership entity for the development will be EB, L.P., a California limited partnership with EB, LLC serving as general partner of the Borrower and Eden Investments, Inc. serving as the member/manager of EBLLC. The ownership entity is an affiliate of Eden Housing, Inc., a local non-profit housing developer that has developed over 6,000 units of housing over the past 45 years. U.S. Bank will be the tax credit investor special limited partner.

On October 6, 2015, the Board of Supervisors adopted Resolution No. 2015/369 expressing the Board's intent to issue multi-family housing revenue bonds 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 October 13, 2015 with no comments received from the public. The Board adopted Resolution No. 2015/405 on November 3, 2015 to authorize proceeding with the issuance of the Bonds pursuant to Section 147(f) of the Internal Revenue Code.

On December 16, 2015, the California Debt Limit Allocation Committee awarded the County authority to issue the Bonds in a maximum principal amount of $29,476,000. That authority will be used to issue and sell the Bonds directly to U.S. Bank National Association, with the proceeds of the Bonds to be used to fund a loan by the County to EB, L.P. In addition to the proceeds of the Bonds, the Development will utilize other forms of financing detailed in Attachment A. The transaction is expected to close on or about March 31, 2016.

CONSEQUENCE OF NEGATIVE ACTION:

Negative action would prevent the County from issuing the Multifamily Housing Revenue Bonds in order to provide a loan to EB, L.P. to finance the acquisition and rehabilitation of East Bluff Apartments.

CHILDREN'S IMPACT STATEMENT:

East Bluff Apartments provide 144 units of affordable rental housing appropriate for families. This supports outcome #3: Families are Economically Self Sufficient.