HomeMy WebLinkAboutMINUTES - 04211998 - C48 •
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Contra
Costa
TO: BOARD OF SUPERVISORS L 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
RECOMMENDATION
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.
B CKGROUNDIREASONS FOR RECOMMENDATIONS
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 RE O; MENDATI N OF BOARD
COMMITTEE APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON A=i L 21,_1(4,98. APPROVED AS RECOMMENDED , OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
X UNANIMOUS (ABSENT j 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 April 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 DEPUTY
Quint & Thimmig
Hansen, Bridgett, Marcus, Vlahos & Rudy
McNamara, Houston, Dodge, McClure & Ney
J KJh-04981cypress2.bos
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 revenue 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.B. 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.
.........................................................................................................................111.111.111.11,11,
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RESOLUTION NO. 98/167
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF
CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY
OF CONTRA COSTA VARIABLE RATE DEMAND MULTIFAMILY HOUSING 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, on March 17, 1998 the Board of Supervisors adopted a resolution (the
"Prior Resolution") authorizing the issuance of residential rental facility revenue bonds the
proceeds of which were to be loaned to the Developer to provide permanent financing for the
Project; and
WHEREAS, since the adoption of that resolution, the Developer has advised County
staff that the costs of construction were determined to be greater than expected and revenue
projections for the Project have been reduced, necessitating a redesign of the Project to enhance
its economic viability;and
WHEREAS,in order to allow time to complete the redesign of the Project,yet meet State
requirements for the date of issuance of the Bonds, the County's consultants for the financing
have prepared documents necessary to provide interim financing for the Project, which is
expected to be refunded from the proceeds of the financing approved pursuant to the Prior
Resolution,as soon as the redesign of the Project is complete and the permanent financing has
been marketed to prospective bond investors;and
WHEREAS,there have been prepared various documents with respect to the issuance of
the Bonds representing the interim financing, 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 Variable Rate Demand Multifamily Housing
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 indenture of trust 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 additionsor 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.
5. The regulatory agreement and declaration of restrictive covenants relating to the
Bonds, among the County, the Trustee and the Developer, and the remarketing agreement for
the Bonds among the County, the Developer, the Trustee and The GMS' Group, L.L.C. as
remarketing agent(collectively, the "Agreements") each in the respective form on file with the
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Clerk of the Board, are hereby approved. Any one of the DesignatedOfficers is hereby
authorized and directed, for and in the name and on behalf of the County, to execute and
deliver the Agreements in said forms,together with such additions thereto or changes therein as
are recommended or approved by the Designated Officer executing the Agreements 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
Agreements 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 1f 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
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 initial interest rate to be borne by the Bonds
shall not be in excess of 5.01/o and the Underwriter's fee and/or discount shall not be in access
of 1.0% 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).
S. 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
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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&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
lawful issuance and delivery of the Bonds in accordance with this Resolution,including but not
limited to an investment agreement necessary to provide credit enhancement and liquidity for
the Bonds, and any other certificates, agreements and other documents described in the
Indenture,the Loan Agreement,the Regulatory Agreement,the Purchase Contract and the other
documents herein approved.
12. The Auditor-Controller of the County is hereby authorized and directed to wire
transfer the amount of$77,500 from Fund 810900#018-108-011 multifamily Housing Bonds, to
U.S.Trust Company of California, N.A. as trustee for the Bonds,on the day prior to the closing
date for the Bonds as specified by the Deputy Director-Redevelopment.
13. The Prior Resolution is hereby affirmed. The Designated Officers are hereby
authorized and directed to take all actions necessary to complete the financing approved by the
Prior Resolution, the proceeds of which shall be used to repay the loan under the Loan
Agreement and redeem the Bonds on the earliest practicable date, and to pay the costs of
issuance of such permanent financing.
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14. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 21st day of April, 1998 by the following vote:
AYES: Supervisors Uilkema, Gerber, DeSaulnier, Ganc.iamilla, Rogers
NOES: None
ABSTAININGNone
ABSENT: None
fA A
ATTEST: April 22, 1998 ha
Phil Batchelor
County Administrator and Clerk
of the Board of Supervisors
By
,,- Deputy Clerk
03007.02:J3678
4/23148
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