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HomeMy WebLinkAboutMINUTES - 07141998 - C190 go : f -- Contra w Costa County TO: BOARD OF SUPERVISORS FROM: Dennis M. Barry, AiCP 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 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. FISCAL IMPACT None. The County is compensated for costs incurred in the issuance process, and for costs of monitoring compliance with Regulatory Agreement. BACKGROUND/REAS-QNS FOR 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: RECOMMENDATION OF COUNTY ADMINISTRATOR R C MEND A ION OF BO D COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON July 14, 1998 APPROVED AS RECOMMENDED x 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 BY0,/., Lo , DEPUTY Quint & Thimmig Hansen, Bridgett, Marcus, Vlahos & Rudy McNamara, Houston, Dodge, McClure & Ney JKlno498Jcypr�ss3.bas 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 affordablerent 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 bands 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. AT1AC.1 A CA . rev - Contra `r ~+Q. TO: BOARD OF SUPERVISORSSea ,y oc.,lrty, FROM: Dennis M. Barry,AICD x 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 IREC!C?MMENWIONS 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. BACKr2BOUNQ/REASONS FOR RE7 MENUAT=. INNS 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_ 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. CONTINUED ON ATTACHMENT: X7CX YES SIGNATURE: 141V , 7J// � , ,y RECOMMENDATION OF COUNTY ADMINISTRATOR_RE OMMENDATI N OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON— April 21, J qa�g APPROVED A5 RECOMMENDED x OTHER VOTE OF SUPERVISORS I HERESY 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 355-1255 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 BY , DEPUTY Quint&Thimmig Hansen, Bridgett, Marcus, Vlahos&Rudy McNamara, Houston, Dodge, McClure&Ney Xih-04N/cypress2.bos ATTACHMENT B 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 $16.0 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 CMS 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 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. 98/350 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF CONTRA COSTA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COUNTY OF CONTRA COSTA RESIDENTIAL RENTAL FACILITY REVENUE BONDS (CYPRESS MEADOWS PROJECT) 1998 SERIES E AND F,APPROVING, AND AUTHORIZING THE EXECUTION AND DELIVERY OF 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 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, the County now desires to issue two series of bonds (collectively, the "Bonds"), with the proceeds of one series to be used to refinance the Series A Bonds and the proceeds of the other series to be used to provide additional financing for the Project;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 E" in an aggregate principal amount of $12,765,000 and designated as "County of Contra Costa Taxable Residential Rental Facility Revenue Bonds (Cypress Meadows Project) 1998 Series F," in an aggregate principal amount of not to exceed $3,000,000 (collectively, the "Bonds"), 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 Cleric 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 Berard 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 either series of the Bonds in excess of the respective amounts 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. 5. The amended and restated regulatory agreement and declaration of restrictive covenants relating to the Bonds, among the County, the Trustee and the Developer (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 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 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 Regulatory Agreement by the County. 6. The bond purchase agreement for the Bonds (the "Purchase Contract') among the County,The GMS Croup, L.L.C. (the "Underwriter")and the Developer in the form on file 2 _ 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 Underwriter 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 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 either series of the Bonds over the respective amounts specified in Section 2 above and the net interest cost of the Series E Bonds shall not be in excess of 7.0% and the net interest cost of the Series F Bonds shall not be in excess o€ 10.0% and the Underwriter's fee and/or discount shall not be in excess of 2.5% 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 Underwriter is 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 Underwriter 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 Underwriter 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 Underwriter 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. 3 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 Resolutionand the refunding of the Series A Bonds as contemplated by the Indenture,including but not limited to 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 or otherwise reasonably necessary to redeem the Series A Bonds. 4 12. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 14th day of July, 1998 by the following vote: AYES: Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla and Rogers NOES: None ABSTAINING: None ABSENT: None ' k ` hair ATTEST: 3 Phil Batchelor County Administrator and Clerk of the Board of Supervisors By: rL a A��odo'/ - Deputy Clerk 03007.03:J3861 6/30/98 5