CITY COUNCIL
Darrell Steinberg, Mayor
Lisa Kaplan, District 1
Sean Loloee, District 2
Karina Talamantes, District 3
Katie Valenzuela, District 4
Caity Maple, District 5
Eric Guerra, Vice Mayor, District 6
Rick Jennings, II, District 7
Mai Vang, Mayor Pro Tem, District 8
CHARTER OFFICERS
Mindy Cuppy, City Clerk
Susana Alcala Wood, City Attorney
Jorge Oseguera, City Auditor
Howard Chan, City Manager
John Colville, City Treasurer
City Council
Financing Authority
Housing Authority
Public Financing Authority
Redevelopment Agency
Successor Agency
915 I Street, 1st Floor, Sacramento
Published by the Office of the City Clerk
(916) 808-7200
SUPPLEMENTAL MATERIAL
Description: Attached is supplemental material received after publishing the agenda, the replacement of Attachments 6. This attachment replaces the original in its entirety
For the Meeting of: Tuesday, October 24, 2023, at 2:00 p.m.
Agenda Item: Consent Item 2
2. Membership in California Public Finance Authority in Furtherance of the St. Anton Ascent Affordable Housing Project)
File ID: 2023-01357
Location: Citywide
Recommendation: 1) Adopt a Resolution authorizing the City to join the California Public Finance Authority; 2) adopt a Resolution authorizing the City Manager or City Manager’s designee to a) execute a memorandum of understanding with the California Public Finance Authority and Ascent Affordable, LP, related to the St. Anton Ascent affordable housing project, and b) deposit all funds received from the California Public Finance Authority under the memorandum of understanding in the Office of Innovation and Economic Development operating budget.
Contact: Michael Jasso, Assistant City Manager, (916) 808-1380, [email protected]; Leslie Fritzsche, Economic Investment Manager, (916) 808-5450, [email protected], City Manager’s Office of Innovation and Economic Development
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MEMORANDUM OF UNDERSTANDING AGREEMENT
THIS MEMORANDUM OF UNDERSTANDING AGREEMENT (this “Agreement”) is entered into effective as of October 24, 2023 by and among ASCENT AFFORABLE, LP, a California limited partnership (the “ Project Partnership ”), CALIFORNIA PUBLIC FINANCE AUTHORITY, a California joint exercise of powers agency (“CalPFA”), and CITY OF SACRAMENTO, a California municipal corporation (“City”).
RECITALS
A. The Project Partnership has been formed to develop, construct, own, maintain and operate a 120 -unit multifamily apartment complex intended for rental to low- and moderate - income households, to be known as to be known as St. Anton Ascent and to be located at 3561 Del Paso Road, Sacramento, California 95835 (the “Project”); B. The Project Partnership has appointed Pacific Housing, Inc., a California nonprofit public benefit corporation (the “ Nonprofit Sponsor”) and/or its affiliate(s) to provide certain social and educational services for the benefit of the tenants of the Project; C. CalPFA is authorized by the laws of the State of California to issue, execute, deliver and/or sell revenue obligations for the purposes of financing the acquisition, construction/rehabilitation, and development of low-income restricted multifamily rental housing projects, to be occupied in whole or in part by low - and very-low income tenants, and desires to execute and deliver one or more revenue notes for the Project; D. The City has agreed to become a member of CalPFA, and to pursue approval of a resolution of the Council of the City approving the execution and delivery of revenue note(s) for the Project pursuant to the requirements of Section 147(f) of the United States Internal Revenue Code (a “TEFRA Resolution”), on the conditions set forth herein; E. CalPFA will receive an annual administrative fee (the “ Governmental Lender’s Fee”) from the Project Partnership in consideration for executing and delivering revenue note(s) for the Project, as shall be set forth in a Regulatory Agreement and Declaration of Restricti ve Covenants, by and among CalPFA, the Project Partnership and Wilmington Trust, National Association (the “ Regulatory Agreement”), and will annually remit to the City over the life of the Project financing ten percent (10%) of the collected Governmental L ender’s Fee (the “City’s Portion of the Governmental Lender’s Fee”) in an effort to offset the cost of public services to the Project over the life of the Project financing;
F. CalPFA has agreed to enter into this Agreement as a condition to the City becom ing a member of CalPFA and consenting to CalPFA’s execution and delivery of revenue note(s) for the Project; and
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2 G. The Project Partnership has agreed to the enter into this Agreement in consideration for the City’s payment to the Project Partnership of an amount equal to two (2) years of the City’s Portion of the Governmental Lender’s Fee actually received by the City.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:
AGREEMENT
1. Agreements of the Project Partnership.
(a) The Project Partnership agrees to provide, or cause to be provided, not less than seventeen (17) hours of tenant services per week at the Project, for a period of fifty- five (55) years commencing with the issuance of a permanent certificate of occupancy for the Project. Such seventeen (17) hours of tenant services must be direct service hours (i.e., administrative hours do not count towards the required seventeen (17) hours), and at least eight (8) of the required seventeen (17) hours must be dedicated to after-school programming.
(b) The Project Partnership agrees to provide, or cause the Nonprofit Sponsor to provide, the City with an annual summary of the hours of service provided at the Project for the preceding year.
2. Agreements of CalPFA.
(a) CalPFA agrees to provide, or cause to be provided, to the City an annual compliance audit report with respect to the Project.
(b) CalPFA agrees to provide the City with full access to CalPFA’s quarterly bond reports for the Project, as posted on CalPFA’s compliance website.
3. Agreements of the City . Upon receipt of a request for payment from the Project Partnership, the City shall pay the Project Partnership an amount equal to two (2) years of the City’s Portion of the Governmental Lender’s Fee that the City actually receives from CalPFA.
The Project Partnership shall submit the request for payment between two (2) and three (3) years after the issuance of a permanent certificate of occupancy for the Project.
4. Regulatory Agreement . The Project Partnership and CalPFA shall include the following language in section 27 of the Regulatory Agreement:
“The City shall have the right (but not th e obligation) to enforce, separately or jointly with the Governmental Lender or to cause the Governmental Lender to enforce, the terms of this Regulatory Agreement and to pursue an action for specific performance or other available remedy at law or in equity in accordance with Section 17 hereof.”
5. Notices. Any notice, request, report, or demand under this Agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the
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3 manner provided by this section 5 to the persons identified below or their successors. A mailed notice, application, request, report, or demand will be effective or will be considered to have been given on the third calendar day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice, application, request, report, or demand sent in any other manner will be effective or will be considered properly given when actually delivered. Any party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this section.
If to CalPFA:
California Public Finance Authority
800 S. Broadway, Suite 470
Walnut Creek, CA 94596
Attention: Caitlin Lanctot
Telephone: (925) 280-4394
E-mail: [email protected]
If to the Project Partnership:
Ascent Affordable, LP
c/o St. Anton Ascent Affordable, LLC
1801 I Street, Suite 200
Sacramento, California 95811
Attn: Peter H. Geremia
and:
c/o PacH Anton South Holdings, LLC
2115 J Street, Suite 201
Sacramento, CA 95816
Attn: Mark A. Wiese
If to the City:
City of Sacramento
Office of the City Manager
915 I Street, 5th Floor
Sacramento, California 95814
Attention: City Housing Policy Manager
6. Successors and Assigns . This Agreement shall be binding on the parties hereto and their successors and assigns.
7. Separability of Provisions . Each provision of this Agreement shall be considered separable and if for any reason any pr ovision which is not essential to the effectuation of the basic purposes of this Agreement is determined to be invalid and contrary to any existing or
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4 future law, such invalidity shall not impair the operation of or affect those provisions of this Agreement which are valid.
8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all t he parties shall not have signed the same counterpart.
9. Electronic Signatures. The parties agree that this Agreement may be electronically signed. The parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for all purposes.
10. No Continuing Waiver. The waiver by any party of any breach of this Agreement shall not operate or be construed to be a waiver of any subsequent breach.
11. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of California.
12. Integration and Modification . This Agreement sets forth the parties’ entire understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersede s all prior or contemporaneous agreements, representations, and negotiations —written, oral, express, or implied —and may be modified only by another written agreement signed by all the parties. [Signatures appear on the following page]
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IN WITNESS WHEREOF, the parties have caused this Memorandum of Understanding Agreement to be duly executed as of the date as first written above.
PROJECT PARTNERSHIP:
ASCENT AFFORDABLE, LP,
a California limited partnership
By: St. Anton Ascent Affordable, LLC,
a California limited liability company,
its Co-General Partner
By: _______________________________
Anthony Geremia, Manager
By: PacH Anton South Holdings, LLC,
a California limited liability company,
its Managing General Partner
By: Pacific Housing, Inc.,
a California nonprofit public benefit corporation,
its Manager
By: _________________________________
Mark A. Wiese, President
CALPFA:
CALIFORNIA PUBLIC FINANCE
AUTHORITY
By:
Authorized Signatory
CITY:
CITY OF SACRAMENTO,
a California municipal corporation
BY:
Michael Jasso, ASSiStant City Manager
Attest
Sacramento City Clerl<
By:
Deputy City Clerk
Approved as to Form
Sacrai'nento City Attorney
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