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HomeMy WebLinkAbout2010/06/08 Item 9 CITY COUNCIL & REDEVELOPMENT AGENCY AGENDA STATEMENT ~'Yf:. Oly OF ~ CHUlA VlSfA June 8,2010, Iteml ITEM TITLE: PUBLIC HEARING: CITY COUNCIL CONSIDERATION OF THE ISSUANCE OF TAX EXEMPT OBLIGATIONS WITH RESPECT TO THE PROPOSED LANDINGS II AFFORDABLE HOUSING APARTMENTS RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA FOR THE LANDINGS II APARTMENTS REVIEWED BY: RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING THE EXECUTIVE DIRECTOR TO MODIFY SUBORDINATION TERMS OF A LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND LANDINGS II, L.P. AND EXECUTE ALL OTHER AGREEMENTS AND DOCUMENTS NECESSARY FOR THE FINANCING OF THE LANDINGS II AFFORDABLE AP ARTMENT PROJECT DEPUTY CITY MANAGE~ DIRECTOR OF ":fPMrrNT SERVICES CITY MANAGE 4/STHS VOTE: YES D NO 0 SUBMITTED BY: SUMMARY Chelsea Investment Corporation (CIC) and Brookfield Shea have proposed the development and construction of a 143-unit affordable housing development for low income households, known as The Landings II located at the northwest comer of Discovery Falls Drive and Crossroads Street within the Winding Walk master planned community. In the past year, the City, it's Redevelopment Agency and Housing Authority have taken previous actions to approve and appropriate financing for the Project from its HOME funds, In-lieu Housing funds, and Redevelopment Low and Moderate Income Housing funds and authorized issuance of multifamily housing revenue bonds. Reauthorization of the Bond issuance and modifications to the Agency Loan related to its subordination are necessary prior to the financial closing of this project. 9-1 JUNE 8, 2010, Hemi Page 2 ENVIRONMENT AL REVIEW The Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the proposed project was adequately covered in previously adopted Final Second Tier Environmental Impact Report, EIR 01-02. Thus, no further CEQA review or documentation is necessary. Additionally, the Environmental Review Coordinator has reviewed the proposed project for compliance with the National Environmental Protection Act due to the use of Federal funds, and has determined that the proposed project will not result in a significant impact on the quality of the human environment. RECOMMENDATION The City Council hold the public hearing and adopt the resolution. The Redevelopment Agency adopt the resolution. BOARDS/COMMISSION RECOMMENDATION On August 1, 2005, the Design Review Committee (DRC) reviewed and approved the proposed site plans and architectural elevations for a 147 unit development. On January 28, 2009, the Housing Advisory Commission voted to recommend the development of The Landings II at Winding Walk as an affordable rental community and the conditional approval of HOME funds to assist in its financing. Subsequently, on September 30, 2009, the Housing Advisory Committee voted to recommend the conditional approval of a $4 million loan from the Agency's Low and Moderate Income Housing funds and an amendment to the Agreement to Post Security to allow The Eastlake Company to assist in the financing of the Landings II. On October 6, 2009, the Chula Vista Redevelopment Advisory Corporation recommended the Redevelopment Agency conditionally approve $4 million in financial assistance from the Agency's Low and Moderate Income Housing Fund. DISCUSSION Back2round Chelsea Investment Corporation (CIC) and Brookfield Shea have proposed the development and construction of a 143-unit affordable housing development for low income households, known as The Landings II (the Project) within the Winding Walk master planned community. The Project is being financed through a variety of sources, with the majority from Tax Exempt Multi-Family Revenue Bonds and Low Income Housing Tax Credits. Through 2009 and 2010, the City, the Redevelopment Agency and Housing Authority have taken previous actions to approve and appropriate financing for the Project from its HOME funds, In-lieu Housing funds, and Redevelopment Low and Moderate Income Housing funds and authorized the issuance, sale, and delivery of $30 million in three series of tax-exempt multi-family housing revenue bonds by the Housing Authority (known as Series A-I through A-3). 9-2 JUNE 8, 2010, 1tem~ Page 3 Specifically, on May 12, 2009, the Housing Authority adopted Resolution 2009-019, expressing its preliminary intention to issue a maximum of $38 million in bonds for the Project. On June 9, 2009, the City Council held a public hearing on the question of whether the Housing Authority should issue tax exempt bonds for the financing of the project and adopted Resolution 2009-131 approving the issuance, sale, and delivery of multi-family housing revenue bonds by the Housing Authority at the time a bond allocation is received. This previous approval is due to expire prior to the closing ofthe bonds. At this time, the Council is asked to hold an additional public hearing to consider the issuance of the tax exempt bonds by the Housing Authority for the financing of the project and to approve the issuance, sale, and delivery of multi-family housing revenue bonds by the Housing Authority. On May 4, 2010, the Redevelopment Agency approved a loan of $4 million from its Low and Moderate Income Housing fund for the Project. The Loan is subordinate to debt service on the Bonds. At this time, the Agency is asked to modifY terms of the Loan Agreement related to default and remedies as the subordinate lender. Bond Financing Tax Exempt Multi-Family Revenue Bonds and Low Income Housing Tax Credits will be used to substantially finance the project. Both the City Council and Housing Authority have taken all preliminary actions necessary in order to allow the project developer to submit an application to the California Debt Limit Allocation Committee (CD LAC) and to allow the developer to receive reimbursement out of bond proceeds for costs it incurs leading up to the actual sale of bonds. On March 24, 2010, CDLAC committed an allocation of a maximum of $30 million from its private activity bonds for multi-family rental housing projects to finance The Landings II. Subsequently on May 4, 20 I 0, the Housing Authority authorized the issuance of three series of bonds (Series 2010 A-I through A-3) to finance costs of developing the Project. The bonds are being purchased in a private placement by US Bank National Association, who will also act as the Housing Authority's agent in administration of the loan to the Borrower. One series of bonds (Series 2010 A-3) will be subordinate to the other bonds and will be purchased by Brookfield- Shea (Seller of the property) as a carry back. At this time, all parties are working towards execution and delivery of all other necessary documents and agreements related to the financing for The Landings II. It is anticipated that closing of escrow for this project will occur shortly after this public hearing. As required by the Tax Equity and Fiscal Responsibility Act (TEFRA) and the IRS, a public hearing within the jurisdiction of the proposed project must be held and the elected representatives must approve the issuance by the Issuer (the Housing Authority of the City of Chula Vista) of the tax-exempt debt. The hearing gives the public an opportunity to comment on the use of the tax-exempt funds by the Borrower to finance the proposed Project. The initial public hearing and approval of the bond issuance for The Landings II was held on June 9, 2009. Since the initial public hearing for the Project was held approximately one year ago and the actual sale of the bonds to U.S. Bank has not yet occurred, it is necessary to hold an 9-3 JUNE 8, 2010, Item~ Page 4 additional public hearing related to the issuance of the bonds. A notice was published on May 21, 2010 in the Star News regarding this hearing. Redevelopment Al!encv Assistance - Low Mod Income Housinl! Funds The Redevelopment Agency previously approved a loan of $4 million from its Low and Moderate Income Housing fund to assist the Project. This loan is considered to be permanent financing for the project, with a below market interest rate. The Agency loan is still subordinate to debt service on the Series A-I and A-2 Bonds. The Agency and the City regularly execute Subordination Agreements under these terms when its loans are in a subordinate position and acting as soft gap financing. US Bank, as purchaser of the Bonds and the Senior Lender, is requiring a permanent standstill by the Agency, in the event of a default on the Agency loan. Which means that prior to the Agency pursuing any of its remedies, including foreclosure of its deed of trust, the Agency must either: (i) pre-pay the Series A-I and A-2 Bonds (including the prepayment penalty, if any); or (ii) obtain the written consent of the Bank. While a borrower default under the various loans is possible, the Agency has required certain mitigation measures to minimize this risk, as described below. Risks and Mitization Measures In its role as lender to the project, the Agency is exposed to risks inherent to real estate development, including failure to make payments on the Agency Loan, which would result in a default. A number of factors mitigate these risks and measures are incorporated into the transaction to reduce these risks. The likelihood of repayment of the Agency Loan is high. Affordable housing presents very limited market risk. With discounted rents, there is significant demand for these units and the vacancy rate is expected to be low. The Landings I has been in operation for a few years and has performed well. There are currently 544 families on the waiting list with no vacancies in the 92 unit Landings r development. Since January 2009, only four units have turned over. The demand for units at the Landings II is expected to be similar to the demand at the Landings I, the revenue base for Landings II is anticipated to be very reliable and the operating costs for the project are standard. Chelsea Investment Corporation, the developer and operator of the project has a proven track record in owning and operating affordable housing. They have developed several projects in Chula Vista, primarily in eastern Chula Vista, to satisfy developer inclusionary housing requirements (Teresina Apartments, Rancho Buena Vista Apartments, Villa Serena and The Landings r). crc has over 5,100 housing units in its portfolio. The company has a strong and experienced team of professionals. crc has successfully managed low income housing units for over 20 years. Additionally, the presence of other major financial commitments, such as the tax credit investments, means that other stakeholders depend on the short and long-term success of the project and will have a financial incentive to work towards its continued success. 9-4 JUNE 8, 2010, Item~ Page 5 The Agency will also incorporate into the loan documents, the ability to utilize operating reserves for payment of the Agency Loan. US Bank is requiring an operating reserve, sized at six months of debt service on the Bank's loan, and the limited partner is requiring additional reserves beyond the Bank's, for a total of $850,000. In the event that operating income is insufficient or payments are for any reason not made on the Agency loan, the Agency will have the right to require payments of principal and any interest utilizing the operating reserves of the project, provided that the minimum balance of operating reserves required by US Bank (approximately $500,000) is maintained. Therefore, significant operating reserves could be used for debt service on the Agency Loan should repayment issues arise. Finally, while there is a certain amount of exposure that is inherent to subordinate financing, subordination of the Agency loan is necessary to attract the private financing needed to leverage its resources for the development of affordable housing. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found no property holdings within 500 feet of the boundaries of the property which is the subject of this action. CURRENT YEAR FISCAL IMP ACT Bond financing is a self-supporting program with the owner responsible for the payment of all costs of issuance and other costs and repayment of the bonds. All costs related to the issuance of the bonds will be paid from bond proceeds or profits. The bonds will be secured by the project and will not constitute a liability to or obligation of the City or Housing Authority. The City of Chu1a Vista Housing Authority will receive compensation for its services in preparing the bond issuance by charging an origination fee of 1/8 of 1 % of the bond loan, approximately $48,125. ONGOING FISCAL IMP ACT Staff costs associated with monitoring compliance of the regulatory restnctlOns and administration of the outstanding bonds will be reimbursed from an annual administrative fee of approximately $19,625 (based upon 1/8 of 1 % of the permanent bond loan) paid to the Housing Authority by the owner. A TT ACHMENTS 1. Locator Map Prepared by: Leilani Hines, Principal Project Coordinator, Development Services Department 9-5 The Landings II at Winding Walk 9-6 BIRCH Attachment 1 s , 1 2 S , , s n. , , DI S C o v , , , 1he Lcroc:i'Igs I lit II 2122 Burdock Waf RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA FOR THE LANDINGS II APARTMENTS WHEREAS, the Housing Authority of the City of Chula Vista (the "Authority") intends to issue not to exceed $30,000,000 aggregate principal amount of multifamily housing revenue bonds (the "Bonds") to finance the acquisition and construction of a 143-unit multifamily rental housing project (the "Project") located at the northwest comer of Discovery Falls Drive and Crossroads Street in the City of Chula Vista, California (the "City"); and WHEREAS, the Project will be owned and/or operated by Landings II, L.P., a California limited partnership (the "Borrower"), a limited partnership of which an affiliate of Chelsea Investment Corporation CCIC") will be the administrative general partner (the "Owner"); and WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the Bonds are required to be approved, following a public hearing, by an elected representative of the governmental unit having jurisdiction over the area in which the Project is located; and WHEREAS, the Project is located wholly within the geographic jurisdiction of the City; and WHEREAS, the City Council (the "City Council") is the elected legislative body of the City; and WHEREAS, the City has caused a notice to appear in the Star News, which is a newspaper of general circulation in the City, on May 21, 20 I 0 to the effect that a public hearing would be held by the City Council on June 8, 2010, regarding the issuance of the Bonds by the Authority; and WHEREAS, on June 8, 2010, the City Council held said public hearing, at which time an opportunity was provided to present arguments both for and against the issuance of the Bonds; NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Chula Vista, as follows: Section I. The City Council does hereby find and declare that the above recitals are true and correct. Section 2. Pursuant to Section 147(f) of the Code, the City Council hereby approves the issuance of the Bonds by the Authority in one or more series, in an aggregate principal amount not to exceed $30,000,000 and with a final maturity not later than 45 years from the date 9-7 Resolution No. 2010- Page 2 of issuance to finance the acquisition, construction and equipping of the Project. It is the purpose and intent of the City Council that this Resolution constitute approval of the issuance of the Bonds by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located, in accordance with said Section 147(f). Section 3. This Resolution shall take effect from and after its adoption. Presented by Approved as to form by Gory II'lb'" P.E., AlCP0tt,;;,J:.,:t'f~j(d Deputy City ManagerlDevelopment Services \ C . City Attorney 9-8 RESOLUTION NO. 2010- RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING THE EXECUTIVE DIRECTOR TO MODIFY SUBORDINATION TERMS OF A LOAN AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY AND LANDINGS II, L.P. AND EXECUTE ALL OTHER AGREEMENTS AND DOCUMENTS NECESSARY FOR THE FINANCING OF THE LANDINGS II AFFORDABLE APARTMENT PROJECT WHEREAS, Landings II, L.P. (the "Developer") proposes to construct a I 43-unit multifamily rental development, with units affordable to lower income households within the Winding Walk master planned community on a vacant site (Lot I of Map No. 15479) located at the north west corner of Discovery Road and Crossroads Street in the City of Chula Vista ("Project," or "Landings II"); and WHEREAS, the City's Housing Authority intends to issue its Housing Authority of the City of Chula Vista Multifamily Housing Revenue Bonds (Landings II Apartments) Series 201OA-I through A-3 in an aggregate principal amount not to exceed $30,000,000 (collectively, the "Bonds") to finance the costs of the Project and which Series 2010A-I and Series 2010A-2 are senior in priority of payment; and, WHEREAS, Developer has received a reservation for four percent (4%) tax credits from the Tax Credit Allocation Committee (TCAC); and WHEREAS, on May 4, 2010, pursuant to Resolution No. 2010-2021, the Redevelopment Agency approved financial assistance in an amount not to exceed $4,000,000 from the Agency's Low and Moderate Income Housing Fund (the "Housing Fund"), subordinate in priority payment to the Series 20 I OA-I and 20 I OA-2 Bonds, for the development of the Project and authorized execution of a Loan Agreement; and, WHEREAS, modifications to the Loan Agreement for the Housing Funds are necessary for the subordination of the Loan to debt service on the Series 2010A-I and 2010A-2. NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of Chula Vista that it authorizes the Executive Director to execute the Loan Agreement by and between the Agency and the Developer, in substantially the form previously presented to the Agency, and make such modifications, changes or additions to the Loan Agreement and other documents and agreements, in consultation with the Office of the Agency Attorney, as may be necessary or advisable for the financing of the Landings II Affordable Apartments. The approval of any modification, change or addition to any of the agreements and documents shall be evidenced conclusively by the execution and delivery thereof by the Executive Director. 9-9 Presented by Approved as to form by Gary Halbert, AICP, PE Deputy City Manager/Director of Development Services 9-10