HomeMy WebLinkAboutMINUTES - 08111998 - C108 ........
Contra
Costa
County
Mll
TO: BOARD OF SUPERVISORS
FROM: Dennis M. Barry, AICP
Community Development Director
DATE: August 11, 1998
SUBJECT: Revised Bond Sale Resolution, Cypress Meadows Senior Apartments, Antioch
SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
ADOPT Resolution reapproving the issuance of multi-family mortgage revenue bonds for the
development of the Cypress Meadows Senior Apartments project, Antioch, and actions related
thereto.
FISCAL IMPACT
None. The County is compensated for costs incurred in the issuance process, and for costs
of monitoring compliance with Regulatory Agreement.
BACKGROUND/REASONS FOR RECOMMENDATIONS
On April 21, 1998 & July 14, 1998, the Board of Supervisors approved a resolution authorizing
the sale of multi-family housing revenue bonds for the Cypress Meadows Senior Apartments
in Antioch (Attachment A). Bonds were issued in order to provide interim financing for the
project as a redesign of the facility to reduce costs was completed (See Attachment A). Since
the July 14 action, the Underwriter has recommended that the structure of the bonds be
modified to provide for a 40-year term. This extension of term is necessary to fund required
reserves, but maintaining debt service at prior levels.
CONTINUED ON ATTACHMENT: _XXXYES SIGNATURE: � �✓
RECOMMENDATION OF COUNTY ADMINISTRATOR REMENDATI N OF BOAR
COMMITTEE APPROVE OTHER7
SIGNATURE(S):
ACTION OF BOARD ON must 11, 1998 APPROVED AS RECOMMENDED x OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
x UNANIMOUS (ABSENT ) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORSON THE DATE SHOWN.
Source: Jim Kennedy
335-1255
cc: Community Development ATTESTED ust 11, 1998
County Administrator PHIL BATCHELOR, CLERK OF
County Counsel THE BOARD OF SUPERVISORS
via Community Development AND COUNTY ADMINISTRATOR
Skyline Crest Enterprises, LLC
The GMS Group
Litten Financial BY , DEPUTY
Quint & Thimmig 4W
Hansen, Bridgett, Marcus, Vlahos & Rudy
McNamara, Houston, Dodge, McClure & Ney JK h.04WgAxe9s3.b0S
s .. 1qo
Contra
Costa
r8JU 16 11° 4: �'"� �4 �`r County
TO: BOARD OF SUPERVISORS 1
FROM: Dennis M. Barry, AICD
Community Development Director
DATE: July 14, 1998
SUBJECT: Revised Bond Sale Resolution, Cypress Meadows Senior Apartments,Antioch
SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
ADOPT Resolution authorizing the sale of multi-family mortgage revenue bonds for the
development of the Cypress Meadows Senior Apartments project,Antioch, and actions related
thereto.
FISCAL IMPACT
None. The County is compensated for costs incurred in the issuance process, and for costs
of monitoring compliance with Regulatory Agreement,
BACKGROUNDIREASONS EOR RECOMMENDATIONS
On April 21, 1998 the Board of Supervisors approved a resolution authorizing the sale of
multi-family housing revenue bonds for the Cypress Meadows Senior Apartments in Antioch
{Attachment A). Bonds were issued in order to provide interim financing for the project as a
redesign of the facility to reduce costs was completed. The redesign has now been
CONTINUED ON ATTACHMENT: XXX YES SIGNATURE: Jr W
RECOMMENDATION OF COUNTY ADMINISTRATOR RC MENDA ION OF 7D
COMMITTEE APPROVE OTHER
SIGNATURES):
ACTION OF BOARD ON .Tule 14. 1998 APPROVED AS RECOMMENDED?OTHER
VOTE OF SUPERVISORS
1 HEREBY CERTIFY THAT THIS IS A
x UNANIMOUS(ABSENT } TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Source:Jim Kennedy
335-1255
cc: Community Development ATTESTED July 14, 1998
County Administrator PHIL BATCHELOR, CLERK OF
County Counsel THE BOARD OF SUPERVISORS
via Community Development AND COUNTY ADMINISTRATOR
Skyline Crest Enterprises, LLC
The GMS Group
Litten Financial BY v , DEPUTY
Quint&Thimmig
Hansen, Bridgett, Marcus,Vlahos&Rudy
McNamara, Houston, Dodge, McClure&Ney Xh- a .bm
completed and the permanent financing is needed. The recommended action will
authorize issuance of new bonds the proceeds of which will be used to retire the interim
financing and fund the construction permanent mortgage of the facility.
Cypress Meadows is a 110 unit senior assisted living project located at the northwest
corner of Lone Tree Way in the Contra Costa Canal in the City of Antioch. The site is
across the street from Delta Memorial Hospital, The proposed project will include dining
facilities, recreational facilities, a beauty and barber shop, and a variety of other on-site
facilities and services. Twenty percent of the units (22 units) will be reserved for
occupancy by very low income senior households. Because the facility provides board
and care services, the Regulatory Agreement specifies an affordable rent and care rate
that would be affordable to seniors earning 50% of median income or less. The City of
Antioch is fully supportive of this financing. The developer of the project is Skyline Crest
Enterprises,LLC,a California corporation which is wholly owned by Dr.Vincent Malfitano.
The bonds to be issued will finance the construction and provide the permanent financing
for the project. The bonds will be secured by a pledge of rents, reserve accounts, and
guarantees of the project owner and the project operator. Because the bonds Will not carry
a credit enhancement, they will be subject to the County's guidelines for the issuance of
unrated bonds. These guidelines require that the financing be structured so that only
sophisticated investors who have done extensive due diligence and are capable of
assessing the risks inherent in the investment are able to purchase the bonds. The
financing structure will require bond denominations that are not less than one million
dollars ($1,000,000). Purchasers will be required to execute a"Sophisticated investor"
letter indicating that they have undertaken due diligence an accept any risks associated
with the bonds and the project being financed. In addition, the guidelines provide for a
third party assessment of the financial feasibility of the project. The firm of Druker, Rahl
&Fein from Princeton, New Jersey has undertaken a financial feasibility study as part of
the structuring of this issue. This financial feasibility information is being provided to the
prospective purchasers of the bonds. The bonds are to be issued in two series: a 1998
series E,which consists of$12,765,000 of tax exempt bonds; and a 1998 series F,which
consists of up to$3.0 million of taxable bonds.
The underwriter for this transaction is the GMS Group. This underwriter has had extensive
experience in structuring, marketing and selling unrated securities for senior living facilities
comparable to the Cypress Meadows project.
The bond sale resolution authorizes a number of actions, a summary of which are provided
as Attachment B.
Contra
Costa
TO: BOARD OF SUPERVISORS
county
FROM: Dennis M. Barry,AICP
Community Development Director
DATE: April 21, 1998
SUBJECT: Revised Bond Sale Resolution, Cypress Meadows Senior Apartments, Antioch
SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)& BACKGROUND AND JUSTIFICATION
RECOMMENDATIQNS
ADOPT Resolution authorizing the sale of multi family mortgage revenue bonds for the
development of the Cypress Meadows Senior Apartments project,Antioch,and actions related
thereto.
FISQ6LIMPACT
None, The County is compensated for costs incurred in the issuance process, and for costs
of monitoring compliance with Regulatory Agreement,
BACKQROUND/REASONS FOR RECOMMENUABONS
On March 17, 1998 the Board of Supervisors approved a resolution authorizing the sale of
multi-family housing revenue bonds for the Cypress Meadows Senior Apartments in Antioch
(Attachment A). Since that time, the sale has been delayed due to unexpected construction
cost overruns and changes to the market feasibility study for the project, necessitating a
CONTINUED ON ATTACHMENT: XXX YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR REOMENDATld,N OF BOARD/
COMMITTEE APPROVE —OTHER
SIGNATURE(S):
ACTION OF BOARD ONAi=i 1 21 1 qC)S -APPROVED AS RECOMMENDED X_OTHER_
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
X UNANIMOUS(ASSENT TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN:-... MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Source: Jim Kennedy
335-1255
cc: Community Development ATTESTEDLPril 21, 1998
County Administrator PHIL BATCHELOR,CLERK OF
County Counsel THE BOARD OF SUPERVISORS
via Community Development AND COUNTY ADMINISTRATOR
Skyline Crest Enterprises, LLC
The GMS Group
Litten Financial BY ILIW C, Q,.o, , DEPUTY
Quint&Thimmig
Hansen, Bridgett, Marcus,Viahos&Rudy
McNamara, Houston, Dodge,McClure&Ney
Xth-04981cypressIbos
redesign of the proposed facility. In order to allow time for the redesign to be completed
and the permanent financing previously approved by the Board of Supervisors to be
marketed,County consultants have prepared documents necessary to complete an interim
financing for the project necessary to be issued to satisfy State board allocation issuance
deadlines. The attached resolution authorizes the interim financing and the completion,
as soon as practicable of the permanent financing which will be used to retire the interim
financing and otherwise finance the construction of the Project.
_ ATTACHMENT A
The attached Resolution authorizes a number of actions, a summary of which follows:
1. Authorizes the issuance of revenuq bonds in an amount not to exceed$15.5
million;
2. Approves the form of Indenture of Trust between the County and the
Trustee, U.S. Trust Company of California;
3. Approves the form of Bond Purchase Agreement between the County,
Skyline Crest Enterprises LLC, and The GMS Group;
4. Approves the form of Loan Agreement among the County, the Trustee, and
Skyline Crest Enterprises LLC;
5. Approves the form of Regulatory Agreement among the County, the Trustee,
and Skyline Crest Enterprises LLC;
6. Approves the form of a Preliminary Official Statement;
7. Approves the form of Remarketing Agreement among the County, the
Trustee, Skyline Crest Enterprises LLC, and The GMS Group as
Remarketing Agent;
8. Designates The GMS Group as Underwriter;
9. Designates Quint&Thimmig as Bond Counsel; and
10. Authorizes the Chair, Vice Chair, County Administrator, Director of
Community Development, and/or Deputy Director-Redevelopment to take
such other actions necessary to complete the sale of bonds and assistance
related thereto, including the execution of an investment agreement to
provide credit enhancement and liquidity for the bond issue; and
11. Reaffirms the prior approval granted on March 17, 1998 for the permanent
financing for the Project and directs County staff to complete the permanent
financing and redeem the interim financing on the earliest practicable date.
RESOLUTION NO. 98/221
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
CONTRA COSTA REAPPROVING THE ISSUANCE OF RESIDENTIAL RENTAL FACILITY
REVENUE BONDS FOR CYPRESS MEADOWS PROJECT
WHEREAS, Skyline Crest Enterprises, LLC, a California limited liability company (the
"Developer") has requested that the County issue and sell revenue bonds to assist in the
financing of the acquisition, construction and equipping of a 110 unit assisted living rental
housing facility located in Antioch and to be known as Cypress Meadows (the "Project");and
WHEREAS, on April 28, 1998, the County issued $12,765,000 principal amount of its
County of Contra Costa Variable Rate Demand Multifamily Housing Revenue Bonds (Cypress
Meadows Project) Series 1998A (the "Series A Bonds") to provide interim financing for the
Project; and
WHEREAS, on July 14, 1998, the Board of Supervisors adopted Resolution No. 98/050
authorizing the issuance of County of Contra Costa Residential Rental Facility Revenue Bonds
(Cypress Meadows Project) 1998 Series E in an aggregate principal amount of not to exceed
$12,765,000 (the "Series E Bonds"), and County of Contra Costa TaxableResidential Rental
Facility Revenue Bonds (Cypress Meadows Project) 1998 Series F in an aggregate principal
amount of not to exceed $3,000,000 (the "Series F Bonds" and, collectively with the Series E
Bonds, the "Series E and F Bonds"), to provide moneys to refinance the Series A Bonds and to
provide additional financing for the Project; and
WHEREAS, the underwriter for the Series E and F Bonds has now recommended that
the final maturity of the Series E Bonds be extended to approximately 40 years from their date
of issuance, and Section 147(f) of the Internal Revenue Code of 1986 requires that, in light of
such extension of maturity and in order for the interest on the Series E Bonds to be tax-exempt,
the Board of Supervisors reapprove the issuance of the Series E Bonds following the holding of
a duly noticed public hearing with respect thereto;and
WHEREAS, said public hearing was duly noticed and held by the Deputy Director -
Redevelopment of the County and any comments provided at said hearing have been
communicated to this Board of Supervisors; and
WHEREAS, this Board of Supervisors now desires to reapprove the issuance of the
Series E and F Bonds, so that the interest on the Series E Bonds can be tax-exempt, and the
financing of the project can proceed.
NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors'of the County of
Contra Costa, as follows:
1. The Board of Supervisors of the County hereby finds and declares that the above
recitals are true and correct.
2. The Board of Supervisors hereby reapproves the issuance of the Series E and F
Bonds.
3. The maximum interest rate on the Series F Bonds shall not exceed ten and one-
half percent (10.5%).
4. Except as modified by paragraph 3 above, the provisions of Resolution No.
98/350 are hereby confirmed.
5. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED thislith day of August, 1998 by the following vote:
AYES:Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla and Rogers
NOES: None
ABSTAINING: None
ABSEN=T: None
Chair
ATTEST:
Phil Batchelor
County Administrator and Clerk
of the Board of Supervisors
By:
1 .. 014"IA'1.V 0 0
Deputy Clerk
03007-03:j3900
7/22/98
2