R-85-799 - 12/23/1985!!19A_R
RESOLUTION AUTHORIZING THE ASSIGNMENT OF
CERTAIN OF THE PRIVATE ACTIVITY BOND LIMIT
OF THE CITY OF ROUND ROCK TO THE ROUND ROCK
HEALTH FACILITIES DEVELOPMENT CORPORATION
DRAFT,
DATE -.6 -
WHEREAS, the Health Facilities Development Act, Article 1528j,
V.A.T.C.S., as amended, (the "Act ") authorizes sponsoring entities, as
defined in the Act, to create nonmember, nonstock public corporations
for the purpose of acquiring, constructing, providing, improving,
financing, and refinancing health facilities, in order to assist the
maintenance of the public health; and
WHEREAS, by resolution of the City Council of the City of Round
Rock, Texas (the "City ") on , the City
authorized the creation of the Round Rock Health Facilities Development
Corporation (the "Issuer ") under and pursuant to the Act; and
WHEREAS, pursuant to the Act, the Issuer has the authority to issue
bonds and to make loans for the purpose of providing the financing and
refinancing of all or part of the cost of any health facility, as
defined in the Act; and
WHEREAS, certain of the bonds which may be issued from time to time
by the Issuer constitute "private activity bonds" as defined in Section
103 of the Internal Revenue Code of 1954, as amended and the
regulations issued thereunder (the "Code "); and
WHEREAS, certain amendments to the Code enacted pursuant to Public
Law 98 -369, the Deficit Reduction Act of 1984 (the "Tax Act ") impose a
ceiling on the aggregate amount of private activity bonds issued in a
state during any calendar year; and
WHEREAS, the Tax Act authorizes the governor of any state to
proclaim a formula for allocating the state's ceiling among the
governmental units in such state having authority to issue private.
activity bonds; and
WHEREAS, pursuant to the Tax Act, the City must in writing assign
its private activity bond limit to the Issuer; and
WHEREAS, the City Council of the City hereby finds and determines
that it is in the best interest of the citizens of the City to further
the purposes of the Round Rock Health Facilities Development
Corporation by providing a method in writing to assign the City's
private activity bond limit to the Issuer;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK THAT:
1797P -2
1. The Issuer is hereby authorized to apply for and obtain, on
behalf of the City, from time to time, allocations of the State's
private activity bond limit in connection with the financing or
refinancing of any health facility, as defined by the Act, to be
financed through the issuance of bonds including, but not limited to,
the Issuer's proposed $ Round Rock Health Facilities
Development Corporation Health Facilities Revenue Bonds, (Austin
Continued Care Facilities, Inc. Nursing Home Project) Series 1985, (the
"Austin Continued Care Project ") proposed to be issued in
of
2. The City hereby assigns to the Issuer all of its private
activity bond limit related to the health facilities for which the
Issuer will make an application for an allocation, including, but not
limited to, the Austin Continued Care Project, pursuant to the
executive order referred to above, any subsequent executive order, or
any state legislation which may subsequently be enacted regulating the
allocation of the state's private activity bond limit.
3. The Mayor of the City is hereby authorized to execute and
deliver all documents or other instruments, as may be requested by the
Issuer, necessary to evidence the assignment by the City of its private
activity bond limit to the Issuer in accordance with this Resolution,
the Code (including the Tax Act) and the regulations issued thereunder,
the executive order referred to above and any subsequent executive
order or state legislation regarding the private activity bond limit.,
DRAFT
DATE
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
We, the undersigned mayor and city secretary of said City hereby
certify as follows:
1. The City Council of said City convened in REGULAR MEETING ON
THE 12th DAY OF December, 1985 at the designated meeting place, and the
roll was called of the,duly constituted officers and members of said
City Council, to -wit:
Mike Robinson, Mayor
Mike Heiligenstein, Mayor Pro -tem
Graham Howell
Pete Correa
and all of said persons were present, except the following absentees:
thus constituting a
quorum. Whereupon, among other business, the following was transacted
at said Meeting: a written
was duly introduced for the consideration of said City Council and read
in full. It was then duly moved and seconded that said Resolution be
adopted; and, after due discussion, said motion, carrying with it the
adoption of said Resolution, prevailed and carried by the following
vote:
AYES: All members of said City Council shown present above
voted "Aye ", except
NOES:
ABSTENTIONS:
CERTIFICATE FOR
RESOLUTION AUTHORIZING THE ASSIGNMENT OF
CERTAIN OF THE PRIVATE ACTIVITY BOND LIMIT
OF THE CITY OF ROUND ROCK TO THE
ROUND ROCK HEALTH FACILITIES DEVELOPMENT CORPORATION
Ronnie Jean
Charles Culpepper
Trudy L. Lee
RESOLUTION AUTHORIZING THE ASSIGNMENT OF
CERTAIN OF THE PRIVATE ACTIVITY BOND LIMIT
OF THE CITY OF ROUND ROCK TO THE
ROUND ROCK HEALTH FACILITIES DEVELOPMENT CORPORATION
2. That a true, full and correct copy of the aforesaid Resolution
adopted at the Meeting described in the above foregoing paragraph is
attached to and follows this Certificate; that said Resolution has been
duly recorded in said City Council's minutes of said Meeting; that the
above and foregoing paragraph is a true, full and correct excerpt from
said City Council's minutes of said Meeting pertaining to the adoption
of said Resolution; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and
members of said City Council as indicated therein; and that each of the
officers and members of said City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place, and
purpose of the aforesaid Meeting and that said Resolution would be
introduced, and considered for adoption at said Meeting, and each of
said officers and members consented, in advance, to the holding of said
Meeting for such purpose; and that said Meeting was open to the public,
and public notice of the time, place, and purpose of said Meeting was
given, all as required by Vernon's Ann. Civ. Stat. Article 6252 -17.
SIGNED AND SEALED the day of
1 4/ if IL �iL1L /i
anne Land, City Secretary
[SEAL]
1797P - 1
7.
, 1985.
Mike Robinson, Mayor
AUSTIN CONTINUED DARE FACILITIES, INC.
Mr. Raymond A. Gill, President
Round Rock Health Facilities
Development Corporation
P.O. Box 217
Round Rock, Texas 78664
Dear Mr. Gill:
The purpose of this application is to present to the Round Rock Health
Facilities Development Corporation a reasonably comprehensive outline of
the project for which tax exempt financing is being requested.
1. General Information
Suite 1501
555 west 57t1, Street
Ne. York, N. Y. 10019
212 . 247 -3103
a. Legal name and address of Applicant.
November 21, 1985
The applicant is Austin Continued Care Facilities, Inc.
c/o Continued Care Facilities, Inc.,
555 West 57th Street, New York, New York 10019,
Telephone 212 247 -3103
b. State of incorporation or other form of organization or association.
Austin Continued Care Facilities, Inc., was incorporated in the
State of Texas.
c. Registered agent of Applicant for service or process.
The registered agent of Applicant is Wells, Walsh & Akins,
Cne Financial Centre, Suite 301, 1717 North 1H 35, Round Roc):,
Texas 78664 - Telephone No. 512 244 -1442.
d. Person (including address and telephone number) to whom questions
and correspondence should be directed.
Requests for information should be addressed to Mr. Edward Leffler,
President, Continued Care Facilities Inc., 555 West 57th Street,
New York, N. Y. 10019, Telephone No. 212 247 -3103.
e. Name and address of legal counsel who will be working in the financing
for Applicant (this does not mean bond counsel).
Legal counsel working for the applicant are:
Continued....
AUSTIN CONTINUED CARE FACILITIES, INC.
Continued...
Suite 15
212 .. 247 -3103
Wells, Walsh & Akins
One Financial Centre, Suite 301
1717 North IG 35
Round Rock, Texas 78664 - Telephone No. 212 247 -3103
and
Lola S. Lea, Esq.
Parker, Duryea, Zunino, Malone & Carter
529 Fifth Avenue - 16th Floor
New York, N. Y. 10017 - Telephone No. 212 599 -0500
f. If applicant meets the criteria for definition as a "small business
concern" established by the Small Business Administration, please
provide the details in a separate attachment to this Application.
Not applicable.
2. Description of Project
a. Amount of tax exempt financing being applied for:
Amount of tax exempt financing being applied for:
100% up to $10,000,000.
b. Total estimated cost of Project:
Total estimated cost of project - $8,317,999.
c. To the extent known at this time, complete the detailed schedule
below listing the total of all reasonable or necessary costs
incidental to the acquisition and/or construction of the Project.
Land (includes cost of acquisition of all land, right of
rights, easements and interests acquired or to be acquired)
Machinery and Equipment
Building Costs
Financing Charges (includes fees and expenses of original
purchaser, underwriter, financial advisor or placement agent
bond counsel, other legal counsel, bond delivery and printing
expense, the costs of preparing and processing of application
any other fees and expenses in connection with this financing)
Interest (includes interest prior to and during construction.
Net of interest earned during construction on unused funds
Reserve Funds
Engineering (includes, among others, costs of estimates, plans,
specifications and surveys)
Architectural Fees
Administrative Expense of the Corporation
Other Expenses (Enumerated)
Contingencies
pi TOTAL ESTIMATED COST:
555 West 57A Street
Ne,. York, N. Y. 10019
- 9 -
way, property
$871,200
850,000
5,596,500
357,500
350,000
N/A
250,000
42,000
N/A
Included above
$8,317,200
Continued pg. 3
AUSTIN CONTINUED CARE FACILITIES, INC.
Continued...
d. 1. Estimated date of commencement is March 1986.
2. Estimated date of completion is August 31, 1987.
3. Project will be placed in'operation October 1, 1987.
e. location of project:
g .
Project located on five acre tract in Lot No. 1 R.R. West, Section 3
revised.
1. Please attach an area map locating proposed plant site and a
site plan indicating location of buildings and improvements on site.
See Attachment i
2. Provide estimate of distances from proposed site to nearest
residences, churches, schools, playgrounds, and other commercial
developments.
See Attachment I
f. Indicate the present legal owner of the site; the relationship,
if any, between the present legal owner and the Applicant; and
whether or not the acquisition of the land is to be included in
the amount to be financed:
Present legal owner of the site is Lake Creek Center Joint Venture,
a Texas Joint Venture, 424 East Anderson Lane, Austin Texas 78752.
There is no relationship between Austin Continued Care Facilities,
Inc., and the present owner Lake Creek Center Joint Venture.
Provide a description of the Project to be financed (i.e., the type
of health facility):
Description of project. Facility to be financed is a 160 bed
licensed nursing facility.
h. Employment opportunities and standards:
1. Provide an estimate of the number and the type of new jobs created
in Round Rock by the Project:
Employment opportunities - Estimated 86 new full time jobs
engaged in the provision of health services.
Suite 1501
555 West 57tk Street
Ne,r York, N. Y. 1oo10
212 . 247.3103 - 3 -
Continued pg. 4
AUSTIN CONTINUED DARE FACILITIES, INC.
Continued
Suite 1501
555 West 57th Street
Ne . York, N. Y. loose
212 - 247 -3103
2. What is the total annual payroll projected at the project:
Total annual payroll estimated gross net of benefits: $736,000.
3. Submit copies of Applicants current affirmative action program,
if any, and a written representation, executed by a duly authorized
officer of Applicant, that Applicant will not discriminate on the
basis of race, sex or age in the employment promotion and termination
of employment of employees who uprk in Round Rock, Texas, and that
Applicant will otherwise comply with equal opportunity standards in
its employment practices with respect to such employees.
At the present time there is no current affirmative action p1vg,.am
written. However, prior to opening, the applicant will enter into
such affirmative action program stating specifically that applicant
will not discriminate on the basis of age, sex, or race in the
employment, proration and termination of the employees who work in
the Round Rock, Texas institution and will otherwise comply with
equal opportunity standards.
4. Will the Project result in any loss of jobs in:
(i) Williamson County
(ii) Texas
The project will not result in the loss of any jobs in
(i) Williamson County nor (ii) in the State of Texas.
i. Discuss the anticipated traffic impact in terms of vehicles per day,
peak traffic hours and anticipated total volume.
Traffic Impact- Due to the fact that this facility will care for
persons whose state of health precludes use of automobiles and further,
that the 86 full time employees will be divided on a 24 -hour day,
7 days a week basis, there will be negligible impact on traffic.
3. Financial Arrangements
a. Name and address of the financial institution (bank, investment
banking firm, etc.), if determined, which may be interested in
purchasing the bonds if and when such bonds may be approved for sale
(it is the responsibility of the Applicant to arrange for the
marketing of the bonds if the financing is approved, with the
Corporation's concurrence):
Not Applicable
- 4 -
Continued on pg. 5
AUSTIN CONTINUED CARE FACILITIES, INC.
Continued...
Suite 1501
555 West 57t1, Street
New York N. Y. 10019
212 - 247 -3103
b. If Applicant has applied to any other source for financing with
respect to the Project, please give details including date of
application(s), status and/or disposition of such application(s):
Not applicable.
c. If the Applicant has credit rating, please state the rating and the
rating agency:
Applicant does not have credit rating.
d. Explain how the Project will be financed if all or a portion of the
amount of the financing applied for herein is denied:
If the financing arrangement applied for herein is denied, the
project will not be built.
e. Sources and application of funds for the Project:
Not applicable at this time.
1. Provide a detailed statement of sources and application of funds
for the Project to date, including any bond proceeds and outside
funding sources.
Not Applicable
2. Provide a schedule indicating the total sources of funds through
the completion of the acquisition and /or construction of the Project.
Not Applicable
4. Financial Statements
a. Attach the following audited financial statements or reports of Applicant
for each of the preceeding three years:
The applicant, Austin Continued Care Facilities, Inc., was incorporated
in 1985 in the State of Texas and was formed specifically for the
purpose of acquiring property, financing, constructing and operating
the hereto referenced 160 bed licensed nursing hone. Consequently,
financial statements are not available for this privately owned corpor-
ation.
b. Attach an interim financial statement of Applicant for the most
recent fiscal quarter or alternatively the most recent fiscal
"month -end" report:
Not Applicable
- 5 -
Continued pg. 6
AUSTIN CONTINUED CARE FACILITIES, INC.
Continued..
Suite 1501
555 West 571k Street
New York, N. Y. 10019
212 - 247 -3103
c. Discuss any changes or events known to manage subsequent to the date
of the most recent audited balance sheet (including but not limited
to pending or threatened litigation, claims, assessments, commit-
ments, subsequent information regarding uncollectibility of
receivables, valuation of assets, changes in corporate structure
or statements of prior period financial statements) which may have
a material effect on the Applicant's financial position (attach
separate sheets if necessary to give a reasonably detailed presenta-
tion):
Not Applicable
d. If not included with other reports, include the name, address, and
principal occupation (for past five years) of each director of the
Applicant and the name and address of each stockholder of the Applicant
who is beneficial owner of 10% or more of Applicant's outstanding
capital stock:
Enclosed please find resumes of persons associated with the
applicant.
5. Agreements of Applicants
a. Applicant will (a) pay all project costs which are not or cannot be
paid or reimbursed from the proceeds of bonds or other evidences of
indebtedness issued to provide funds to finance the Project and (b)
at all times indemnify and hold harmless the Corporation against
all losses, costs, damages, expenses and liabilities of whatsoever
nature (including, but not limited to, attorney's fees, litigation
and court costs, amounts paid in settlement and amounts paid to
discharge judgments) directly or indirectly resulting from, arising
out of or related to the issuance, offering, sale or delivery of
the bonds or other evidences of indebtedness issued to provide funds
to finance the Project, or the design, construction, installation,
operation, use, occupancy, maintenance or ownership of the Project.
6. Fees
a. Enclosed is a check payable to the order ROUND ROCK HEALTH FACILITIES
DEVEIOPNENP CORPORATION in the amount of $1,000 with this Application.
(Applicant acknowledges that such amount is not refundable whether or
not this Application is approved or the financing sought hereby is
consummated.)
b. Applicant understands that additional costs will be due and payable
to the Corporation for any review and analysis costs incurred in
accordance with the Corporation's policies, and in connection with
the review of this Application.
- 6 -
Continued on pg. 7
AUSTIN CONTINUED CARE FACILITIES, INC.
Continued...
The undersigned officer of Applicant hereby certifies that he or she is duly
authorized to submit the foregoing Application on behalf of the Applicant
and that the foregoing information is true and correct to the best of his
or her knowledge and belief submitted on the 20th day of November, 1985.
Suite 1501
555 West 57th Street
New York, N. Y. 10019
212 - 247 -3103
c. The Corporation has engaged the services of Stephan L. Sheets as
General Counsel. In addition, the Applicant may designate bond
counsel acceptable to the Corporation. A fee of $200.00 (which
will not be refundable) plus a deposit amount for estimated ad-
ditional legal fees will be payable at the time this Application
is filed, for legal services rendered by Stephan L. Sheets in
connection with this Application. Applicant shall pay all attendant
legal costs pertaining to this Application and its review by counsel
for the Corporation. In the event that actual fees are less than
the estimated amount paid, the difference will be refunded to Ap-
plicant. In the event fees exceed the estimated amount paid,
Applicant will be notified and requested to pay an additional
estimated amount to cover such fees. Bond Counsel shall be another
firm approved by the Corporation. In no event will bond counsel
whose principal law offices are not located in the State of Texas
be approved by the Corporation.
— 7 —
AUSTIN CONTINUED CARE FACILITIES, INC.
CERTIFICATE OF FILING
I, the undersigned officer of Round Rock Health Facilities
Development Corporation hereby certify as follows:
1. That 1 am the duly elected President of Round Rock
Health Facilities Development Corporation.
2. That on December 13, 1985, I filed or caused to be
filed on behalf of the Round Rock Health Facilities
Development Corporation an executed original copy of
the attached supplemental letter of information with
Exhibit A with the Governing Body of the City of Round
Rock, Texas.
WITNESS MY HAND on this e17th day •f December, 198
and Roc Health
Facilit s Development Corporation
F
Mayor and City Council
City of Round Rock, Texas
214 E. Main Street
Round Rock Texas 78664
Re: Round Rock Health Facilities Development Corporation
Health Facilities Revenue Bonds (Austin Continued Care
Facilities, Inc. Nursing Home Project) Series 1985
Mayor and City Council Members:
Pursuant to Section 4.03 of the Health Facilities
Development Act, Article 1528j V.A.T.C.S. (the "Act "), the Act
under which the City Council of the City of Round Rock created
the Round Rock Health Facilities Development Corporation, the
following information ( "Supplemental Information ") is hereby
given to supplement previously filed information regarding the
intention of the Round Rock Health Facilities Development
Corporation to issue its above - captioned bonds (the "Bonds ")
for the purpose of providing financing for all or part of the
cost of a health facility (as such term is defined in the Act)
(the "Project ") for Austin Continued Care Facilities, Inc., a
Texas corporation (the "User "). As previously set forth in the
"Notice of Public Hearing" published on November 28, 1985
( "November 28 Notice ") and filed with you in order to solicit
public comment on the Bonds and the Project, the anticipated
size of the proposed issue of Bonds is $8,500,000. The
November 28 Notice stated that the Project shall be located at
Lot No. 1, Section 3, R.R. West, within Williamson County, and
the City of Round Rock, Texas. A full and complete description
of the Project, including an explanation of projected costs of
the Project was prepared by Edward Leffler, President, Austin
Continued Care Facilities, Inc. and was delivered to you in the
User's Application for Financing dated November 21, 1985
( "November 21 Letter "). A summary of the Project description
and explanation of costs set forth in the November 21 Letter is
attached hereto. The dollar amount of the respective costs of
the Project and the principal amount of the Bonds may vary from
those indicated on the enclosed summary of the November 21
Letter because of changes in the assumed rate of interest used
to prepare the explanation of the costs. The November 21
Letter, the November 28 Notice, the adoption of an "inducement
resolution" by the Round Rock Health Facilities Development
Corporation, the resolution of the Round Rock City Council
authorizing the Mayor to request an industrial bond allocation
from the Texas Economic Development Corporation to enable the
Bonds to be issued and the Mayor's execution and delivery of
such request (all of such information, filings, letters and
notices are herein collectively called the "Act Compliance
Documents ") all establish the necessity for such Project to
assist the maintenance of public health and to provide health
facilities for the promotion and development of health care,
all for the public purpose of promoting the health and welfare
of the citizens of the City of Round Rock, Texas, and the
citizens of the State of Texas and establish that the Project
is needed for the purpose of improving the adequacy, cost, and
accessibility of health care, research and education within
this State.
The Act Compliance Documents fulfill the notice
requirements of Section 4.03 of the Act. Accordingly, the
Round Rock Health Facilities Development Corporation intends to
issue and deliver the Bonds on or before December 23, 1985.
1974P
DEVELOP
., Presi
By:
R
Sincerely,
ROCK HEALTH FACILITIES
T CORPOR;TION
ent
- Q
1
EXHIBIT A
THE PROJECT
The project consists of the construction of a nursing home
to be comprised of 120 skilled nursing beds and 40 ICF -III
(intermediate care beds). The proposed facility will be
approximately 88,000 square feet in size and will include
patient dining rooms, physical and occupational therapy areas,
activities room, patient recreation and-lounge areas. Service
facilities will include a kitchen and laundry. The facility
will be located on a site of approximately five acres with 160
- ,private rooms. Site development will include parking for 120
- cars as well as outdoor garden and seating areas. The Project
will be located at Lot No. 1, Section 3, R.R. West, in the City
of Round Rock, within Williamson County, Texas.
ESTIMATED SOURCES AND USES OF FUNDS
PROJECTED COSTS
Land (includes cost of acquisition of all
-land, right of way, property- rights, ease-
ments and interests acquired or to be
acquired) $871,200
Machinery -and Equipment 850,000
Building Costs 5,596,500
Financing Charges (includes fees and expenses
of original purchaser, underwriter, financial
advisor or placement agent bond counsel, other
legal counsel, bond delivery and printing ex-
pense, the costs of preparing processing
of application any other fees and expenses in
connection with this financing) 357,500
Interest (includes interest prior to and during
construction. Net of interest earned during
construction on unused funds -, 350,000
Reserve Funds
N/A
Engineering (includes, among others, costs of
estimates, plans, specifications and surveys)
Architectural Fees 250,000
Administrative Expense of the Corporation 42,000
Other Expenses (Enumerated) N/A
Contingencies - Included above
(1) The following sources and uses of funds is based upon an
estimated average interest rate. The final bond size will
vary according to -the final interest rate on the bonds.
(2) The cost of building construction may vary according to the
final bids received and may cause the final bond size to
vary.
1974P
Total Estimated Cost: $8,317,200