Agenda

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C. 54

To:	Board of Supervisors
From:	John Kopchik, Director, Conservation & Development Department
Date:	August 9, 2016

Contra

Costa

County

Subject:

Notes Sale Resolution - Riviera Family Apartments

APPROVE	OTHER
RECOMMENDATION OF CNTY ADMINISTRATOR	RECOMMENDATION OF BOARD COMMITTEE

Action of Board On: 08/09/2016

APPROVED AS RECOMMENDED

OTHER

Clerks Notes:

VOTE OF SUPERVISORS

AYE:

John Gioia, District I Supervisor
Mary N. Piepho, District III Supervisor
Karen Mitchoff, District IV Supervisor
Federal D. Glover, District V Supervisor

ABSENT:

Candace Andersen, District II 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: August 9, 2016
David Twa,

BY:	, Deputy

RECOMMENDATION(S):

1. ADOPT Resolution No. 2016/478 (the "Resolution") authorizing the issuance of Multifamily Housing Revenue Notes in principal amounts not to exceed $19,200,000 to finance 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 Notes (Riviera Family Apartments), Series 2016C (the "Notes") in an aggregate principal amount not to exceed $19,200,000.

RECOMMENDATION(S): (CONT'D)

4. APPROVE the form of, and authorize the County to execute, the Funding Loan 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 Construction Loan Agreement between the County and Riviera Family Apartments L.P., a California Limited Partnership (the "Borrower")
6. APPROVE the form of, and authorize the County to execute, two 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. APPROVE the form of, and authorize the County to execute, the Assignment of Deed of Trust by the County to the Bank.
8. AUTHORIZE the Designated Officers of the County to execute and deliver the Notes to the Bank.
9. APPOINT Quint & Thimmig, LLP as bond counsel for the transaction.
10. AUTHORIZE and DIRECT the Designated Officers of the County, as defined in Resolution 2016/478, 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 Notes 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 acquisition and rehabilitation 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 will be 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 will be the tax credit investor limited partner.

On December 8, 2015, the Board of Supervisors adopted Resolution No. 2015/455 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 January 4, 2016, with no comments received from the public. The Board adopted Resolution No. 2016/31 on January 19, 2016, to authorize proceeding with the issuance of the Notes pursuant to Section 147(f) of the Internal Revenue Code.

On March 16, 2016, the California Debt Limit Allocation Committee awarded the County authority to issue the Notes in a maximum principal amount of $19,200,000. That authority will be used to issue and sell the Notes directly to MUFG Union Bank N.A. with the proceeds of the Notes to be used to fund a loan by the County to Riviera Family Apartments, L.P. In addition to the proceeds of the Notes, the Development will utilize other forms of financing detailed in Attachment A. The transaction is expected to close on or about August 18, 2016.

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.