Loading...
HomeMy WebLinkAboutRESOLUTIONS - 01011998 - 1998-120 RESOLUTION NO.98 120 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUN'T'Y OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA RESIDENTIAL RENTAL FACILITY REVENUE BONDS (CYPRESS MEADOWS PROJECT)1998 SERIES A,AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, A LOAN AGREEMENT, A REGULATORY AGREEMENT,AN OFFICIAL STATEMENT AND A BOND PURCHASE AGREEMENT,AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN +CONNECTION THEREWITH 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 revenue bonds to provide funds to finance multifamily rental housing facilities; and WHEREAS, Skyline Crest Enterprises, LLC, a California limited liability company (the "Developer") has requested that the County issue and sell revenue bonds (the"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, the Deputy Director—Redevelopment of the Community Development Department of the County (the "Deputy Director - Redevelopment") has held a public hearing on the proposed issuance of the Bonds,as required under the provisions of the Internal Revenue Code applicable to tax-exempt bonds, following published notice of such hearing;and WHEREAS,there have been prepared various documents with respect to the issuance of the Bonds, copies of which are on file with the Deputy Director - Redevelopment, and this Board of Supervisors now desires to approve the issuance of the Bonds 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 Bonds 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: 1. The County hereby finds and declares that the above recitals are true and correct. 2. Pursuant to the Act and the Indenture(hereinafter defined),revenue bonds of the County designated as "County of Contra Costa Residential Rental Facility Revenue Bonds (Cypress Meadows Project) 1998 Series A (the "Bonds"), in an aggregate principal amount not to exceed $15,500,000, are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Chair of the Board of Supervisors (the "Chair"), the facsimile of the seal of the County shall be reproduced thereon and attested by the manual or facsimile signature of the County Administrator and Clerk of the Board of Supervisors (the "County Administrator"), in the form set forth in and otherwise in accordance with the Indenture. 3. The trust indenture relating to the Bonds (the "Indenture") by and between the County and U.S. Trust Company of California, N.A., as trustee (the "Trustee"), in the form on file with the Clerk of the Board, is hereby approved. Any one of the Chair, the Vice-Chair of the Board of Supervisors, the County Administrator, the Director of Community Development and the Deputy Director-Redevelopment of the Community Development Department of the County (collectively, the "Designated Officers") is hereby authorized and directed, for and in the name and on behalf of the County, to execute and deliver the Indenture, and the County Administrator is hereby authorized and directed, for and in the name and on behalf of the County, to attest the Indenture in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Indenture upon consultation with the Deputy Director-Redevelopment of the Community Development Department of the County and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof, provided that no additions or changes shall authorize an aggregate principal amount of Bonds 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 Indenture by the County. The date, maturity dates, interest rate or rates, privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Indenture as finally executed. 4. The loan agreement relating to the Bonds (the "Loan Agreement") between the County and the Developer, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed to execute and deliver the Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Loan Agreement upon consultation with the Deputy Director-Redevelopment of the Community Development Department of the County and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof), the approval of such changes to be conclusively evidenced by the execution and delivery of the Loan Agreement by the County. S. The regulatory agreement and declaration of restrictive covenants relating to the Bonds (the "Regulatory Agreement") among the County, the Trustee and the Developer, in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed,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 the Deputy Director-=Redevelopment of the Community Development Department of the County and Bond Counsel to the County (including such additions or changes as are necessary or advisable in accordance with Section 11 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Regulatory Agreement by the County. 6. The bond purchase agreement for the Bonds(the"Purchase Contract")among the County,The GMS Group,L.L.C. (the"Underwriters")and the Developer in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed, for and in the name and on behalf of the County, to accept the offer of the Underwriters to purchase the Bonds contained in the Purchase Contract(when such offer is made and if such offer is consistent with Section 2 of this Resolution) and to execute and deliver the Purchase Contract in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Purchase 2 Contract upon consultation with the Deputy Director-Redevelopment of the Community Development Department of the County and Bond Counsel to the County including such additions or changes as are necessary or advisable in accordance with Section 11 hereof (provided that no such change shall increase the aggregate principal amount of the Bonds over the amount specified in Section 2 above and the interest rate to be borne by any maturity of the Bonds shall not be in excess of 8.75% and the Underwriter's fee and/or discount shall not be in access of 3.0% of the principal amount of the Bonds sold), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the County. 7. The official statement relating to the Bonds (the "Official Statement") in the form on file with the Clerk of the Board, is hereby approved. Any one of the Designated Officers is hereby authorized and directed,for and in the name and on behalf of the County,to execute the Official Statement in said form, together with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing the Official Statement upon consultation with the Deputy Director of Redevelopment of the Community Development Department of the County and Bond Counsel to.the County, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the County. The Underwriters are hereby authorized to distribute copies of the executed Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriters of a preliminary Official Statement relating to the Bonds is hereby approved and authorized, and any one of the Designated Officers is hereby authorized on behalf of the County, upon consultation with Bond Counsel to the County, to "deem final" the preliminary Official Statement within the meaning of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such rule). 8. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriters in accordance with written instructions executed on behalf of the County by any one of the Designated Officers of the County, which instructions said officer is hereby authorized and directed, for and in the name and behalf of the County,to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriters in accordance with the Purchase Contract, upon payment of the purchase price therefor. 9. The firm of The GMS Group, L.L.C. is hereby designated as underwriter for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Developer. 10. The law firm of Quint 8r Thimmig LLP is hereby designated as Bond Counsel to the County for the Bonds. The fees and expenses of such firm for matters related to the Bonds shall be payable solely from the proceeds of the Bonds or contributions by the Developer. 11. All actions heretofore taken by the officers and agents of the County with respect to the sale and issuance of the Bonds 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 3 lawful issuance and delivery of the Bonds in accordance with this Resolution,including but not limited to those certificates, agreements and other documents described in the .indenture, the Loan Agreement, the Regulatory Agreement, the Purchase Contract and the other documents herein approved and any certificates,agreements or documents as may be necessary to evidence credit support or additional security for the Bonds. 4 12. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 17th day of March, 1998 by the following Grote: AYES: Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla, and Rogers NOES: None ABSTAINING: None ABSENT: None (\AL ATTEST: Chair Phil Batchelor County Administrator and Clerk of the Board of Supervisors By: 10/-IjL Deputy Clerk 03007.02:J3576 3/9/98 . a, Lr. 1 Contra Costa TO: BOARD OF SUPERVISORS t"r,, u rty FROM: Dennis M. Barry, AICD VV Community Development Director DATE: March 17, 1998 SUBJECT: 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. BACKGROUND/REASONS FOR RECOMMENDATIONS On December 9, 1997 the Board of Supervisors approved an Inducement Resolution conditionally stating its intent to issue multi-family mortgage revenue bonds for the construction of the Cypress Meadows Senior Apartments project in Antioch. The developer of the project is Skyline Crest Enterprises, LLC, a California corporation which is wholly owned by Dr. Vincent Malfitano. The 11 0-unit project is located at the northwest corner of Lone Tree CONTINUED ON ATTACHMENT: XX._ YES SIGNATURE: Jazloue RECOMMENDATION OF COUNTY ADMINISTRATOR E OMMEND TION OF BO D COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON March 17, 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 SUPERVISORS ON THE DATE SHOWN. Source: Jim Kennedy 335-1255 cc: Community Development ATTESTED March 17, 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 BYDEPUTY Quint & Thimmig _qjtW_ Hansen, Bridgett, Marcus, Vlahos & Rudy McNamara, Houston, Dodge, McClure & Ney J :Ih-sra2ftypress.bos Way and 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 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 and 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 underwriter for this transaction is the GMS Group. This underwriter has had extensive experience in structuring, marketing and selling tax exempt securities involving unrated tax exempt 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 A. ATTACHMENT A The attached Resolution authorizes a number of actions, a summery of which follows: 1. Authorizes the issuance of revenue bonds in an amount not to exceed $15.5 million; 2. Approves the form of Trust Indenture 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, and The GMS Group; 4, Approves the form of Loan Agreement between the County and Skyline Crest Enterprises; 5. Approves the form of Regulatory Agreement between the County, the Trustee, and Skyline Crest Enterprises; 6. Approves the form of a Preliminary Official Statement; 7. Designates The OMS Group as Underwriter; 8. Designates Quint & Thimmig as Bond Counsel; and 9. Authorizes the Chair, Vice Chair, County Administrator, Director of Community Development, Deputy Director - Redevelopment to take such other actions necessary to complete the sale of bonds and assistance related thereto.