To: Board of Supervisors
From: John Kopchik, Director, Conservation and Development
Report Title: Bond Sale Resolution: Multifamily Housing Revenue Bonds - Riverhouse Hotel in Martinez
☒Recommendation of the County Administrator ☐ Recommendation of Board Committee
RECOMMENDATIONS:
1. ADOPT a resolution authorizing the issuance of a multifamily housing revenue bonds in one or more taxable or tax-exempt series (“Note”), including a tax-exempt series of the Note designated as “County of Contra Costa, California, Multifamily Housing Revenue Note (Riverhouse Hotel), 2025 Series A” in an amount not to exceed $29,238,977, and a taxable series of the Note designated as “County of Contra Costa, California, Multifamily Housing Revenue Note (Riverhouse Hotel), 2025 Series B” in an amount not to exceed $8,000,000, to finance the acquisition and rehabilitation of an 84-unit multifamily residential rental housing development known as Riverhouse Hotel located at 700 Alhambra Avenue in Martinez, California (the “Development”).
2. FIND and DECLARE that the recitals contained in the proposed resolution are true and correct.
3. APPROVE the form of, and AUTHORIZE the County to execute, the Funding Loan Agreement among the County (the “Governmental Lender”), CN Financing, Inc., a California corporation, in its capacity as the Funding Lender (the “Funding Lender”), and U.S. Bank Trust Company, National Association (the “Fiscal Agent”) regarding the Governmental Lender’s sale of the Bonds to the Initial Funding Lender for the purpose of loaning the proceeds to Riverhouse Hotel, L.P., a California limited partnership (the “Borrower”).
4. APPROVE the form of, and AUTHORIZE the County to execute, the Borrower Loan Agreement among the County as the Government Lender, the Funding Lender, and the Borrower regarding the County loan of proceeds of the Note to the Borrower.
5. APPROVE the form of, and AUTHORIZE the County to execute, the Regulatory Agreement and Declaration of Restrictive Covenants between the County and Borrower.
6. AUTHORIZE the delivery of the Note by the County to the Funding Lender as the initial purchaser of the Note.
7. APPOINT Stradling Yocca & Rauth, LLP as bond counsel for the transaction.
8. ACKNOWLEDGE that adoption of the proposed resolution does not relieve or exempt the project sponsor from obtaining required permits or approvals, nor obligate the County to incur any obligation to provide financial assistance with respect to the Note or the Development.
9. AUTHORIZE and DIRECT the Designated Officers of the County, as defined in the resolution, to take any and all actions and execute and deliver any and all certifications, agreements, and other documents needed in connection with the Note.
FISCAL IMPACT:
No impact to the General Fund. At the closing for the Note, the County will be reimbursed for any 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 paid using the County’s issuer fees established in the documents for the Note. The Note 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 repayment of the Note.
BACKGROUND:
The recommended action is the adoption of the resolution by the Board of Supervisors, as the legislative body of the County, conditionally providing for the issuance of a multifamily housing revenue note, in one or more taxable or tax-exempt series, the proceeds of which will be used to finance the acquisition and rehabilitation of a residential housing development known as Riverhouse Hotel, (the “Development”).
The Development currently consists of an existing, occupied 75-unit apartment development with 6 ground floor retail spaces, which was originally constructed in 1914. The 6 retail spaces on the ground floor will be replaced with 9 new residential units, for a total of 83 low-income and very low-income units to be restricted to households of between 30-60% area median income (AMI), and to be restricted to occupancy by residents who are disabled or over 62 years old, plus one manager’s unit. The ownership and operating entity for the Development will be Riverhouse Hotel, L.P. (the “Borrower”), a California limited partnership. The Development will be managed by Eden Housing Management Inc.
The County’s Department of Conservation and Development held a noticed public hearing on May 29, 2025, to permit interested parties to comment on the proposed financing and the Development. No comments were received from the public. The Board adopted Resolution No. 2025-196 on June 10, 2025, to authorize proceeding with the issuance of the tax-exempt Note for the Development pursuant to Section 147(f) of the Internal Revenue Code. The Board previously adopted Resolution No. 2024-299 on September 10, 2024 as required for the submittal of an application by the County, on behalf of the Borrower, for tax-exempt private activity bond authority from the California Debt Limit Allocation Committee (CDLAC). On April 8, 2025, CDLAC awarded the County authority to issue the tax-exempt Note in a maximum principal amount of $29,238,977 through CDLAC’s Resolution No. 25-148.
The structure of the financing will be one or more notes (the term “note” is interchangeable with “bond” as they both evidence a borrowing). The Note will be purchased by CN Financing, Inc. (the “Funding Lender”) and the proceeds of the sale will be loaned by the County to the Borrower to finance the acquisition and rehabilitation of the Development. The loan will be assigned to US Bank Trust Company, National Association (the “Fiscal Agent”). The transaction is expected to close on or about October 28, 2025.
CONSEQUENCE OF NEGATIVE ACTION:
Negative action would prevent the County from issuing the Note in order to provide a loan to Riverhouse Hotel, L.P. to finance the acquisition and rehabilitation of the Development. Without the loan to Riverhouse Hotel, L.P., the Development will be delayed or possibly not be rehabilitated.
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
and for Special Districts, Agencies and Authorities Governed by the Board
body
RESOLUTION NO. 2025/______
RESOLUTION AUTHORIZING THE ISSUANCE OF A MULTIFAMILY HOUSING REVENUE NOTE IN ONE OR MORE SERIES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $37,238,977 TO FINANCE THE ACQUISITION AND REHABILITATION OF THE RIVERHOUSE HOTEL MULTIFAMILY RENTAL HOUSING PROJECT, AND OTHER MATTERS RELATING THERETO
WHEREAS, the County of Contra Costa (the “County”) is authorized pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the “Act”) to issue bonds and notes for the purpose of financing multifamily rental housing facilities; and
WHEREAS, Riverhouse Hotel, L.P., a California limited partnership (the “Borrower”) has requested that the County issue a multifamily housing revenue note in one or more taxable or tax-exempt series (the “Note”) and loan the proceeds of the Note to the Borrower to finance the acquisition and rehabilitation by the Borrower of 84 units of residential rental housing located at 700 Alhambra Avenue in the City of Martinez, California (the “Development”); and
WHEREAS, on May 29, 2025, the Community Development Bond Program Manager of the County held a public hearing on the proposed issuance of the Note by the County for, and the financing, ownership and operation of, the Development, as required under the provisions of the Internal Revenue Code (the “Code”) applicable to tax-exempt obligations, following published notice of such hearing, and communicated to the Board of Supervisors of the County all written and oral testimony received at the hearing; and
WHEREAS, on June 10, 2025, the Board of Supervisors of the County adopted Resolution No. 2025-196 authorizing the issuance of the Note to finance the Development in satisfaction of public approval requirements of the Code; and
WHEREAS, the California Debt Limit Allocation Committee adopted its Resolution No. 25-148 on April 8, 2025 allocating $29,238,977 of the State of California ceiling on private activity bonds for 2025 to the County for the purpose of financing the Development; and
WHEREAS, in order to assist in the financing of the Development, the County has determined to issue the Note in one or more taxable or tax-exempt series, as authorized by the Act, and sell the Note to CN Financing, Inc., as initial funding lender (the “Funding Lender”) pursuant to a funding loan agreement (the “Funding Loan Agreement”) among the County, U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), and the Funding Lender, and to use the proceeds of the sale of the Note to make a loan to the Borrower pursuant to a borrower loan agreement (the “Borrower Loan Agreement”) among the Funding Lender, the County and the Borrower, with amounts due from the County to the Funding Lender under the Note and the Funding Loan Agreement to be payable solely from amounts paid by the Borrower under the Borrower Loan Agreement; and
WHEREAS, good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by the County’s municipal advisor, PFM Financial Advisors LLC, based on preliminary pricing information provided by the Borrower; and
WHEREAS, there have been prepared various documents with respect to the issuance by the County of the Note, copies of which are on file with the Clerk of the Board, and the Board of Supervisors now desires to approve the issuance of the Note and the execution and delivery of such documents by the County; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Note as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County of Contra Costa, as follows:
Section 1. The Board of Supervisors hereby finds and declares that the foregoing recitals are true and correct.
Section 2. Pursuant to the Act and the Funding Loan Agreement, the Note designated as “County of Contra Costa, California, Multifamily Housing Revenue Note (Riverhouse Hotel), 2025 Series A” in an aggregate principal amount not to exceed $29,238,977, is hereby authorized to be issued. The Note shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors (the “Chair”), in the form set forth in and otherwise in accordance with the Funding Loan Agreement.
Notwithstanding the above, the Note may be issued in one or more series, including a taxable series of the Note designated as “County of Contra Costa, California, Multifamily Housing Revenue Note (Riverhouse Hotel), 2025 Series B” (the “Taxable Series”), with the same parameters as set forth above; provided that the tax-exempt series of the Note shall not exceed $29,238,977 in an aggregate principal amount. The Taxable Series shall be outstanding only during construction of the Project and the aggregate principal amount of the Taxable Series shall not exceed $8,000,000.
Section 3. The Funding Loan Agreement among the County, the Fiscal Agent, and the Funding Lender, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Chair of the Board of Supervisors, the Vice-Chair of the Board of Supervisors, the County Administrator, the Director of the Department of Conservation and Development, the Deputy Director of the Department of Conservation and Development, and the Community Development Bond Program Manager (collectively, the “Designated Officers”) is hereby authorized, for and in the name and on behalf of the County, to execute and deliver the Funding Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Funding Loan Agreement upon consultation with Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 9 hereof, provided that no additions or changes shall authorize an aggregate principal amount of the Note in excess of the amount set forth in Section 2 above), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Funding Loan Agreement by the County. The date, maturity date, interest rate or rates, privileges, manner of execution, place of payment, terms of redemption and other terms of the Note shall be as provided in the Funding Loan Agreement as finally executed.
Section 4. The Borrower Loan Agreement among the Funding Lender, the County and the Borrower, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized to execute and deliver the Borrower Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Borrower Loan Agreement upon consultation with Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 9 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Borrower Loan Agreement by the County.
Section 5. The regulatory agreement and declaration of restrictive covenants between the County and the Borrower (the “Regulatory Agreement”), in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized, for and in the name and on behalf of the County, to execute and deliver the Regulatory Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Regulatory Agreement upon consultation with Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 9 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by the County.
Section 6. The Note, when executed, shall be delivered by the Fiscal Agent to the Funding Lender (as the initial purchaser of the Note), in accordance with written instructions executed on behalf of the County by any one of the Designated Officers of the County, which instructions said officers are hereby authorized, for and in the name and behalf of the County, to execute and deliver. Such instructions shall provide for the delivery of the Note by the Fiscal Agent to the Funding Lender upon the funding by the Funding Lender of the purchase price of the Note as described in the Funding Loan Agreement.
Section 7. With the passage of this Resolution, the County hereby confirms that it has adopted a Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the County’s financing described in this Resolution and its obligations under the Funding Loan Agreement and the Note as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Note and the execution and delivery of the Funding Loan Agreement is not in compliance with the County’s Debt Management Policy, such noncompliance is waived in accordance with the terms of the County’s Debt Management Policy. The County hereby instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the County, with respect to the Note described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Note to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the County, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.
Section 8. The law firm of Stradling Yocca Carlson & Rauth LLP is hereby designated as Bond Counsel to the County for the Note. The fees and expenses of such firm for matters related to the Note shall be payable solely from the proceeds of the Note or contributions by the Borrower.
Section 9. All actions heretofore taken by the officers and agents of the County with respect to the issuance of the Note are hereby approved, confirmed and ratified, and the proper officers of the County, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the County, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with this Resolution, including but not limited to subordination agreements providing for the seniority of the covenants and affordability restrictions in the Regulatory Agreement and any other certificates, agreements and documents described in the Funding Loan Agreement, the Borrower Loan Agreement or the Regulatory Agreement, or otherwise necessary to issue the Note and consummate the transactions contemplated by the documents approved by this Resolution.
Section 10. This Resolution shall take effect upon its adoption.
EXHIBIT A
PUBLIC DISCLOSURES RELATING TO CONDUIT REVENUE OBLIGATIONS
Pursuant to California Government Code Section 5852.1, the borrower (the “Borrower”) identified below has provided the following required information to the County of Contra Costa (the “County”) prior to the County’s regular meeting (the “Meeting”) of its Board of Supervisors (the “Board”) at which Meeting the Board will consider the authorization of a conduit revenue Note as identified below.
1. Name of Borrower: Riverhouse Hotel, L.P.
2. Board of Supervisors Meeting Date: October 21, 2025
3. Name of Bond Issue / Conduit Revenue Obligations: County of Contra Costa, California Multifamily Housing Revenue Note (Riverhouse Hotel), 2025 Series A (Tax-Exempt) and 2025 Series B (Taxable)
4. ___ Private Placement Lender or ___ Note Purchaser, ___ Underwriter or _X_ Municipal Advisor (mark one) engaged by the Borrower from which the Borrower obtained the following required good faith estimates relating to the Note:
a. The true interest cost of the Notes, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of the Note (to the nearest ten-thousandth of one percent): 3.495%
b. estimated finance charges of the Note, which mean the sum of all fees and charges paid to third parties: $660,603.00
c. The amount of proceeds received, or deemed received, by the public body for sale of the Note less the finance charges of such Note described in subparagraph (B) and any reserves or capitalized interest paid or funded with proceeds of such Note: $28,893,841
d. The total payment amount, which means the sum of all payments the Borrower will make to pay debt service on the Note plus the finance charges of the Note described in subparagraph (B) not paid with the proceeds of such Note (which total payment amount shall be calculated to the final maturity of such Note): $32,422,961