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HomeMy WebLinkAbout02/20/1990, A-1 - REQUEST FROM THE HOUSING AUTHORITY OF THE CITY OF SAN LUIS OBISPO FOR AN URGENCY RESOLUTION TO PERM MEETING DATE: city of San tuts OBISpo 2-20-90 COUNCIL AGENREPORT ITEMNUA 1 FROM: Jeffrey G. Jorgensen, City Attorney�/J`/� SUBJECT: Request from the Housing Authority of the City of San Luis Obispo for an urgency resolution to permit the permanent mortgage financing for a 20 unit low and moderate income housing development at 4035 Poinsettia St. CAO RECOMMENDATION: Adopt resolution of the San Luis Obispo City Council authorizing the City to execute documents necessary to facilitate funding from California Community Reinvestment Corporation to Edna-lslayl Housing Associates for low- moderate income housing. a BACKGROUND: Urgency Item: This matter comes to you at the urgent request of the Housing Authority as an item not regularly scheduled on the agenda. The Council may hear. this matter even though it is not on the agenda, pursuant to the authority of Government Code 5 54954.2 (b) (2) ". . . upon a determination by a two-thirds vote (4 votes] of the legislative body, or if less than two-thirds of the members are present, a unanimous vote of those members present, that the need to take action arose subsequent to the agenda being posted. . . " The request of the Housing Authority meets the criteria of the Government Code, should the Council wish to proceed. DISCUSSION: Because of the last minute nature of this request, staff has not had an opportunity to prepare as thorough an agenda report as would normally be desirable. However, a letter from the Housing Authority dated February 19, 1990, with their request, is attached for your information. In summary, adoption of the requested resolution will allow Edna-Islay Housing Associates to obtain permanent financing for the 20 unit low and moderate income housing development at 4035 Poinsettia Street from the California Community Reinvestment Corporation. This will carry out the purposes of the Community Development Agreement which the City executed on May 18, 1988. I have reviewed the proposed documents and find them acceptable in form. The.-2roposed. financing and loan agreements will not significantly jeopardize the City's. interests. They will facilitate the provision of .low and moderate income housing in the community. FINANCIAL IMPACT: R E C E' V F r) No significant financial impact. rEb 201990 (ucaw SANLsOBV-*0 C:A r CJ OF "M CITY OF SAN LUIS _0BISPO 487 Leff Street P.O.Box 636 • SAn p,CA 9$m • (806)543-4479 Esecudve Disettor,Secretary George I Mian February 19, 1990 The Honorable Mayor Ron Dunin and City Council Members City of San Luis Obispo P.O. .Box 8100 San Luis Obispo, CA 93403-8100 Dear Mayor Dunin and Council: This is written to ask your suppofF of an urgency resolution which will permit the immediate mortgage financing of our Poinsettia Street development. If the urgency resolution is not adopted our non-profit corporation, and hence the community, stands to lose many tens of thousands of dollars in added financial costa. Please permit me to explain through a brief narrative. CIn 1987 the City and Housing Authority worked together to secure a Community Development Block Grant which permitted the Poinsettia Street site in the Edna-Islay to be acquired. In researching development options the Housing Authority learned of the tax-credits provided via the Internal Revenue Service Act of 1986. Thus a non-profit corporation, Edna-Islay Housing Corporation, was established. That Corporation assumed the Housing Authority's interest in the Poinsettia Street site and a Housing and Community Development Agreement was signed by the City and Corporation on May 18, 1988. Key provisions in that Agreement were the purchase of the site from the City by the Corporation, a reversion of title clause which provides that the property reverts back to the City after a term of fifty years, and a provision that calls for the express prior written approval of the City Council before a sale, transfer or conveyance of the project can be accomplished by the Corporation. The latter is the clause that is producing today's problems as you will see later. To secure the tax-credits the Corporation was required to establish a Limited Partnership known as Edna-Islay Housing Associates. That Partnership includes Edna-Islay Housing Corporation as the general partner and 36 limited partners whose only role in the development is to provide essential funding. In return the limited partners receive Federal and State tax credits. The General Partner, Edna-Islay Housing Corporation, is responsible for the management of the business. Edna-Islay Housing Associates has raised over $800,000 in funds from limited partners. Those funds assisted. in the development of the 20 units of low and moderate income housing which have occupied the site for the past thirteen months. roa, OPPOIRUIIRY m The. Associates have debt at this time of approximately $450,000, $340,000 in seed money loaned to them by the Housing Authority and $110,000 in a construction loan provided by First Bank of San Luis Obispo. With interest rates high the Corporation was awaiting a decline in rates before permanently C financing the development. Late in 1989 rates provided by the California Community Reinvestment Corporation declined. The Corporation is a consortium of over 50 California banks whose sole purpose is to provide financing for low and moderate income housing. The Associates applied for permanent financing of $450,000 at a very favorable rate of 9.39% on 'a fixed rate 30-year loan. The loan will permit reimbursement to the Housing Authority and a pay back of the construction loan. Processing of that loan began and that's when our troubles began. California Community Reinvestment Corporation is a new corporation; our loan will be the first they have done in the state. They do not have their own attorney but are securing services from Brobeck, Phleger & Harrison of San Francisco, Los Angeles, San Diego, Newport Beach and Palo Alto. Mistakes have been made, as the City Attorney was not involved in the process at an early stage by the attorney from Brobeck, Phleger & Harrison. The City's role is pivotal. As per the Community Development Agreement cited earlier the City Council must provide express prior written approval before a sale, transfer or conveyance of the project can be accomplished. In this instance what is proposed is a conveyance from Edna-Islay Housing Corporation to Edna-Islay Housing Associates. Thus the specific documentation that the City is asked to approve is as follows: Estoppel Certificate Regarding Housing and Community Development Agreement. Subordination Agreement Regarding Regulatory Agreement. Assignment of Interest In Regulatory Agreement. City Attorney's Opinion Letter. I am sure the City Attorney will counsel you that the issues at hand are not substantial. Unfortunately the timing is critical. We will admit we made a mistake in assuming that the attorney for California Community Reinvestment Corporation would correspond directly with the City Attorney on this matter. And as this is our first transaction of this type we will accept whatever blame anyone desires to place on us. However, in a nutshell, what is needed now is not debate as to fault but your action via adoption of the urgency resolution. When I stated earlier that tens of thousands of dollars are at risk if this mortgage cannot be closed within a day or two I am not exaggerating. In today's -market CCRC, whose rate is based on the Thirty Year Treasury Bond, would. be quoting an interest rate in excess of 10%. The total dollar difference between a 9.39% rate and a 10% rate over 30 years on a $450,000 mortgage is well in excess of $60,000. And as you know interest rates have started back up. Your assistance is most appreciated. Sincerely, George J. Moylan for Edna-Islay Housing Associates RESOLUTION N0. (1990. Series) A RESOLUTION OF THE SAN LUIS OBISPO CITY COUNCIL AUTHORIZING THE CITY TO TO EXECUTE DOCUMENTS NECESSARY TO FACILITATE FUNDING FROM CALIFORNIA COMMUNITY REINVESTMENT CORPORATION TO EDNA-ISLAY HOUSING ASSOCIATES FOR FOR LOW-MODERATE INCOME HOUSING WHEREAS, the City of San Luis Obispo, the Housing Authority of the City of San Luis Obispo, and Edna-Islay Housing Corporation have worked together to develop a 20 unit low and moderate income housing development at 4035 Poinsettia Street pursuant to a Community Development Agreement dated May 18, 1988, as approved by Council Resolution No. 6328 (1987 Series) ; and , r WHEREAS, that 20 unit low and moderate income housing development has been substantially completed; and WHEREAS,. Edna-Islay Housing Associates, a limited partnership, was formed with Edna-Islay Housing Corporation as managing general Partner, to take advantage of tax credits pursuant to the Internal Revenue Service Act of 1986 and corresponding State Legislation; and the City Council consents to the assignment of the Community Development Agreement from Edna-Islay Housing Corporation to Edna- Islay Housing Associates; and WHEREAS, permanent financing is now being secured by Edna- Islay Housing Associates from California Community Reinvestment Corporation for the project; and WHEREAS, California Community Reinvestment Corporation requires the execution of certain documents, consents, and assurances from the City of San Luis Obispo in order to provide permanent financing; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. The Council of the City of San Luis Obispo consents to, and authorizes and directs the Chief Administrative Officer, Community Development Director, or any other City staff designated by the Chief Administrative Officer, to execute any and all appropriate legal documents necessary to consummate the permanent financing between Edna-Islay Housing Associates and California Community Reinvestment Corporation, including but not limited to the following: a. Assignment of Interest in Regulatory Agreement (Exhibit A, attached hereto) .. Resolution No. (1990 Series) Page Two b. Estoppel Certificate Regarding Housing and Community Development Agreement (Exhibit B. attached hereto) . C. Subordination Agreement Regarding Regulatory Agreement (Exhibit C, attached hereto) . SECTION 2. The Council of the City of San Luis Obispo also hereby authorizes the City Attorney to compile and execute an Appropriate opinion letter supporting the above action. On motion of , seconded by and on the following r9,11 call vote Ayes: Noes: Absent: the foregoing Resolution was passed and adopted this day of 1990. Mayor Ron Dunin ATTEST- City Clerk, Pam Voges APP OVED: City A ministrative Officer I fit or y Community Dey 1 pment Director A-1 - -�5 A Recording Requested By and When Recorded Mailed To: -Edna Islay Housing Corporation, a California Nonprofit Public Benefit Corporation P. O. Box 13657 San Luis Obispo, CA, 93406 ASSIGNMENT OF INTEREST IN REGULATORY AGREEMENT This Assignment is made and entered into this 11th day of January, 1990, by Edna Islay Housing Corporat on, a California Nonprofit Public Benefit Corporation ("Assignor") to Edna Islay Housing Associates, a California Limited Partnership ("Assignee") . Whereas, Assignor entered into a Housing and Community Development Agreement ("Regulatory Agreement"_) dated May 18 , 1988 , which was recorded in the official records of San Luis Obispo County on June 29, 1988 as Document No. 35349, affecting the property described on the attached Exhibit A; Whereas, Assignee is in the process of securing a loan of $4.50, 000.00 from the California Community Reinvestment Corporation which loan shall be 'secured by a Deed of Trust encumbering that certain property described in Exhibit A attached hereto; Whereas, the. California Community Reinvestment Corporation is requiring as a condition of its loan that Assignor assign all of its right, title, and interest in the "Regulatory Agreement" to Assignee; whereas, it is to the mutual benefit of the parties hereto that this Assignment be effectuated; Now, therefore, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby assigns to Assignee all of its right, title, and interest in the "Regula.Lnry Agreement" . Exhibit A Assignor: Edna Islay Housing Corporation, a California Nonprofit Public Benefit Corporation By: E Ebr R. NELSON P sident Assignee, hereby accepts the above Assignment of the "Regulatory Agreement" subject to all the terms, conditions thereof. Edna Islay Housing Associates, A California Limited Partnership w� By: Edna Islay Housing Corporation a California Nonprofit Public Benefit Corporation General Partneri . / X S"T R. NELSON E gP esident The City of San Luis Obispo hereby consents to the above Assignment City of San Luis Obispo, a Charter Municipal Corporation By: City Administrative Officer By: Community Development Officer 1 ~ 7 Borrower: Edna-Islay Housing Associates Loan No. : 8900001 ESTOPPEL CERTIFICATE REGARDING HOUSING AND COMMUNITY DEVELOPMENT AGREEMENT The undersigned ("City") hereby certifies and represents in favor of California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("Lender") as follows: 1. City has entered into a Housing and Community Development Agreement dated May 18 , 1988 , which was recorded on June 29 , 1988 in San Luis Obispo County Official Records as Document No. 35349 ("Regulatory Agreement") with Ednl-Islay Housing Corporation, a California nonprofit public benefit corporation ("EIHC") , with respect to the development of a 20 unit low-income housing project known as Poinsettia Street Apartments, situated on land in the City and County of San Luis Obispo, California, more particularly described in Exhibit. A, attached hereto. EIHC has assigned its rights and obligations under the Regulatory Agreement to Edna-Islay Housing Associates, a California limited partnership ("EIHA") ; 2 . The Regulatory Agreement is in full force and effect and has not been modified or. amended in any respect; 3 . City hereby consents to (a) EIHC's assignment of its interest in the Regulatory Agreement to EIHA, and (b) EIHA' s assignment of its interest in the Regulatory Agreement to Lender as security for a loan to be made by Lender to EIHA. 4 . As of this date, to City's knowledge, none of City, EIHC, or EIHA is in default under the Regulatory Agreement. 5. As of this date, City has not given any notice of any default by EIHC or EIHA under the Regulatory Agreement. 6. City agrees that prior to amending, modifying or cancelling the Regulatory Agreement, City shall give Lender written notice of its intent to do so, at least thirty (30) days prior to the date such event of amendment, modification or termination is to take effect. City further agrees that Lender shall be entitled to receive a copy of any notice of default of EIHA given by City under the Regulatory Agreement contemporaneously with EIHA' s receipt of the same, and that Lender shall have the rightto cure any defaults of Owner for a G:\P6\RAL\00000016.RAC 01/31/90-2 1 Exhibit B period of thirty (30) days in addition to the periods afforded EIHA under the Regulatory Agreement for the cure of same. 7 . In entering the Regulatory Agreement, City fully complied with all federal , .state and local laws applicable thereto, including without limitation, Article XXXIV of the Constitution of the State of California, and California Health & Safety Code Section 37000, et sea. , as amended. 8 . City acknowledges that Lender's address for purposes of receiving notices to which it is entitled under the Regulatory Agreement or this certificate is as follows: California Community Reinvestment Corporation P.O. Box 106039 Burbank., California 91510-0639 2800 N. Hollywood Way , Burbank, California 91505 Attn: Daniel B. Lopez 9 . City acknowledges that Lender is extending credit to EIHA in reliance on matters set forth in this Certificate. Date: '!City" City of San Luis Obispo, a charter municipal corporation By: City Administrative Officer By: Community Development Officer [All Signatures Must Be Notarized] G:\P8\RAC\00000016.RAC 01/31/90-2 2 - i A -1 - 9 RECORDING REQUESTED BY: California Community Reinvestment Corporation WHEN RECORDED RETURN TO: Robert A. Crooks Brobeck, Phleger & Harrison One Market Plaza Spear Street Tower San Francisco, CA 94105 SUBORDINATION AGREEMENT (Housing and Community Development Agreem&nt to Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR AGREEMENT AFFECTING THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF A SECURITY INSTRUMENT. THIS AGREEMENT is made this by EDNA ISLAY Housing Associatesa Cal fiylof January, 1990 partnership ("EIHA") , sted uccessor , ornaby assignment to Edna Islay Housing Corporation, a California nonprofit public benefit corporation ("EIHC") (,collective) " „ San Luis Obispo, a charter municipal corporation (liCitlland the City of favor of California Community .Reinvestment Corporationy, a'in California nonprofit public benefit corporation �, ("Lender ) . R E C I T A L S 1. EIHC and City entered into a Development Agreement dated Ma Housing and Community the Official Records of San LuislObispoBCounty on, whichaJunec29, 1 in as Document No. 35349 ("Regulatory Agreement,,) 1988 property described on the attached Exhibit A ( affectingthe together with all improvements now or i— 'n the future locatedyon the property, is referred to as the "Property") . EIHA has executed, or is about to execute, a Promissory Note secured by Deed of Trust in the sum of Four Hundred Fifty Thousand and no/100 Dollars ($450, 000. 00) dated of even date herewith in favor Of Lender ("Note") evidencing a loan ("Loan") to EIHA. The Note. is to be secured by a Deed of Trust executed by EIHC and EIHA dated of even date herewith encumbering the Property which will be recorded in the Official Records of the Luis Obispo County, County Recorder of San California ("Deed of Trustily. 0:\P8\RAC\00000013.RAC 01/31/90-G C 1. Exhibit C 140 A. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien or charge upon the Property, prior and superior to all rights of City under the C' Regulatory Agreement and that City .specifically and unconditionally subordinate the Regulatory Agreement to the lien or charge of the Deed of Trast. B. City and Borrower intend that the Deed of Trust shall unconditionally be and remain at all times a lien or charge upon the Property prior and superior to City's rights under the Regulatory Agreement and to any estate created thereby. City has agreed to specifically and unconditionally subordinate and subject the Regulatory Agreement, and any estate created thereby together with all rights and privileges or City thereunder, to the lien and charge of the Deed of Trust in favor of Lender. C. It is to the mutual benefit of the partiesvhereto that Lender make the Loan to EIHA; and City is willing thi't the Deed of Trust securing the Loan shall , when recorded, constitute a lien or charge upon the Property which is unconditionally prior and superior to the Regulatory Agreement and to any estate created thereby. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, it is hereby declared, understood and agreed as follows: C1. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, and any advances (including interest thereon) thereunder or secured thereby, shall unconditionally be and remain at all times a lien or charge on the Property, prior and superior to the Regulatory Agreement, to the estate created thereby, to all loans, grants and advances of money made pursuant thereto, and to all rights and privileges of City thereunder, and said Regulatory Agreement and the estate created thereby, and all loans, grants and advances of money made pursuant thereto, together with all rights and privileges of City thereunder, is hereby subjected, and made subordinate, to the -lien or charge of the Deed of Trust in favor of Lender. 2 . This Agreement shall be the whole and only agreement between the parties hereto with regard to the subordination of the Regulatory Agreement, and the estate created thereby, and all loans, grants and advances of money made pursuant thereto, together with all rights and privileges of City thereunder, to the lien or charge of the Deed of Trust, and shall G:\PB\RAC\00000013-RAC 01/31/90-4 2 C supersede and cancel any prior agreements to subordinate the Regulatory Agreement to the Deed of Trust. O3. City declares, agrees, and acknowledges that: a. It consents to and approves (i) all provisions of the Note and Deed of Trust in favor of Lender, (ii) all agreements, including but not limited to any loan agreement or other loan or escrow agreements between Borrower and Lender for the disbursement of the proceeds of Lender's Loan, and City acknowledges receipt of a copy thereof, and (iii) all modifications, alterations and amendments of the Note and Deed of Trust in favor of Lender and all loan and other agreements between Borrower an Lender above referred to; and b. Lender in making disbursements pursuant to any such agreement is under no obligation or duty to, nor has Lender represented that it will , see to the applicatiron of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; and C. It intentionally and unconditionally waives, relinquishes, subjects and subordinates the Regulatory Agreement, and the estate created thereby, and all loans, grants, and advances of money pursuant thereto, together with all rights and privileges of City thereunder, in favor of the lien or charge O upon the Property of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination. d. City agrees that the provisions of Section III.J. of the Regulatory Agreement do not and shall not apply to (i) the Lender, (ii) any of Lender' s successors or assigns, or (iii) any persons acquiring title to the Property through Lender of its successors or assigns by foreclosure sale or otherwise. G:\P8\RAL\00000013.RAC 01/31/90-4 3 . NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR AGREEMENT AFFECTING THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF A SECURITY INSTRUMENT. CCITY OF SAN LUIS OBISPO, a charter municipal corporation By: City Administrative Officer By: Community Development Officer EDNA ISLAY HOUSING .ASSOCIATES, a California limited partnership By: Edna Islay Housing Corporation, a California nonprofit public benefit corporation By: Name: Title: [All Signatures Must, Be Notarized] G:\P8\RAC\00000013.RAC 01/31/90-4 4 . G /� -N3 S�,y 3 t �• ]EXHIBIT A Property Description C.� All that real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: Lot 110 as shown on the certain map entitled "Units 3 and 4 , Tract 929" , in the County of San Luis Obispo, State of California, according to map recorded September 18 , 1984 in Book 11, Page 97 of Maps. 1 �I . ����i►IIIIIIIIII h° �i II III city sAn tuis oBispo 990 Palm Street/Post Office Box 8100 • San Luis Obispo, CA 93403.8100 February 20, 1990 California Community Reinvestment Corp. P.O. Box 10639 Burbank CA 91510-0639 Re: $450, 000 Loan by California Community Reinvestment Corporation to Edna-Islay Housing Associates Ladies and Gentlemen: This opinion is delivered to you pursuant to the Loan Agreement dated as of `February , 1990, between Edna Islay Housing Associates, a California limited partnership ("Borrower") and California Community Reinvestment Corporation ("CCRC") . Unless otherwise defined herein, the terms used in this letter shall have the same meaning as the terms used and defined in the Loan Agreement. I have represented the City of San Luis Obispo ("City,,) in connection with the review and. execution of certain loan documents to which the City is a party. I have examined such documents and certificates and engaged in such factual and legal research as I believed appropriate in order to be in a position to deliver this opinion. Based upon that examination and research, And subject to the limitations and qualifications provided herein, I am of the opinion that: 1. The City has full authority to execute and deliver the Subordination Agreement (Housing and Community Development Agreement to Deed of Trust) ("Subordination Agreement") and the Estoppel Certificate Regarding Housing and Community Development Agreement ("Estoppel") and has the authority to enter into said Agreements and to execute�pd. deliver all documents, notes or other instruments executed and delivered, pursuant to or in connection with the transaction therein. contemplated. The Estoppel and Subordination Agreement and all other documents, notes and instruments which have been executed and delivered by the City pursuant to the Loan Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute valid and binding obligations of the City enforceable in accordance with their respective terms. 2. Neither the execution nor delivery of the Estoppel or Subordination Agreement by City or any document, instrument or C' California Community Reinvestment Corp. February 20, 1990 Page Two agreement contemplated thereby or the consummation of any of the transactions therein contemplated, nor -the failure to give notice to or obtain the consent, authorization or approval of any person or entity, private or public, will in any material way conflict with or result in any breach of any applicable law, regulation or statute presently in effect or conflict with or constitute a material breach or default under any material agreement of which I am aware after due inquiry to which City is a party. The opinion in paragraph 1 above is subject to the qualifica- tion that (1) the enforceability of the provisions contained therein, and the rights and remedies set forth,. in the Loan Documents are subject to (a) bankruptcy, insolvency, reorganization, moratorium, and other similar laws gelating to or affecting the rights of creditors generally, and (b) general equity principles; and (2) I express no opinion whether the loan documents or any provision thereof will be specifically enforced. However, the qualifications in this paragraph do not in my opinion -render the remedies available to the. CCRC under the Loan Documents inadequate for the practical realization of the rights and benefits intended to be provided thereby. This opinion is furnished to you solely for the benefit of California Community Reinvestment Corporation and may not be relied G' upon by or reproduced for any other person or entity without the prior written consent of the undersigned. Very truly yours, 4yv G o ensen to ey JGJ/sw O