HomeMy WebLinkAboutItem 06 - Faith Christian SchoolFinancing the Crawford Education Facilities Coporation for the benefit of Faith Christian School
CH R I S T
F A M I L Y
CHURCH
SCHOOL
June 11, 2007
Honorable Mayor William D. Tate
and City Council
City of Grapevine, Texas
P.O. Box 95104
Grapevine, Texas 76099
Re: City Council Consent to the Loan for Faith Christian School
Dear Mayor Tate and City Council:
As you are aware, Faith Christian School is planning to build a new Upper School building
and athletic facility and refinancing debt used to acquire the current school building.
Compass Mortgage Corporation, an affiliate of Compass Bank, has committed to make the
School a tax-exempt loan in the maximum amount of $13,000,000 for such purposes. A tax-
exempt loan carries a lower interest rate than a traditional commercial loan and will result in
significant interest savings to the School.
We are respectfully requesting that the City of Grapevine consent to the loan as required by
federal tax law at the June 19th City Council meeting. With your consent, we will be able to
expand our ability to serve the educational needs of the Grapevine community youth. Thank
you for your consideration.
Sincerely,
CV
Ed Smith, Ed.D.
President
Faith Christian School exists to develop and graduate authentic Christiana leaders.
730 E. Worth Street ^ Grapevine, TX 76051
Phone: (817)442-9144 ° Fax: (817)442-9904 ° email: info@feschool.org • wwK�fcsehool.org
ANDREWS
ATTORNEYS KU 1 \T H LLP
June 6, 2007
Honorable Mayor William D. Tate
and City Council
City of Grapevine
P.O. Box 95104
Grapevine, Texas 76099
Re: Financing Transaction, for Faith Christian School
Dear Mayor Tate and City Council:
111 Congress Avenue, Suite 1700
Austin, Texas 78701
512.320.9200 Phone
512.320.9292 Fax
andrewskurth.com
We are bond counsel for a loan in the maximum amount of $13,000,000 from Compass Mortgage
Corporation, an affiliate of Compass Bank, to Faith Christian School facilitated by the Crawford
Education Facilities Corporation. The loan will be used to finance the construction of a new school
building and athletic facility, and to refinance certain loans used to acquire land and the existing school
building.
Because the facilities being financed are located within the City of Grapevine, section 147(f),
Internal Revenue Code, requires that, in order for the loan to be tax-exempt, the governing body of the
City must approve the loan after a public hearing is held regarding the financed project. The public
hearing will be held at 10:00 a.m. on June 8, 2007 at Faith Christian School. We are respectfully
requesting that the City Council consent to the transaction.
The City of Grapevine is not being asked to undertake any financial obligation. The loan will not
be a debt or liability of the City of Grapevine, Texas. The consent being requested herein is only for the
purposes of complying with the federal tax law regarding tax-exempt obligations. The transaction is
scheduled to close on June 29, 2007.
Enclosed please find the Resolution of the City Council to be considered at its June 19, 2007
meeting which provides for the City of Grapevine's consent to the transaction. We greatly appreciate
your assistance in this matter. Please call me if we can provide any further information or can assist you
in connection with this request for consent.
Sincerely,
�A
Melisa Y. Leal
Enclosure
cc:
Jennifer Hibbs, Assistant City Manager
William Gaither, Director of Administrative Services
Hoang Vu (firm)
HOU:2699201; i
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, RELATING TO A PUBLIC HEARING
HELD BY THE CRAWFORD EDUCATION FACILITIES
CORPORATION AND APPROVING FINANCING BY THE
CRAWFORD EDUCATION FACILITIES CORPORATION FOR
THE BENEFIT OF FAITH CHRISTIAN SCHOOL AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the Crawford Education Facilities Corporation ("Corporation") created
by the City of Crawford, Texas, will make a loan in an amount not to exceed $13,000,000
(the "Loan") pursuant to a construction loan agreement among the Corporation, Compass
Mortgage Corporation, an affiliate of Compass Bank (the "Lender") and Faith Christian
School Inc. (the "Borrower") as provided under Chapter 53A, Texas Education Code, as
amended, for the purpose of the acquisition, construction, renovation, and equipment of
educational facilities, and facilities incidental, subordinate, or related thereto or appropriate
in connection therewith, including (A) financing the construction of (i) an approximate
98,393 square foot two-story Upper School building containing classrooms, labs and
offices; and (ii) an approximate 28,000 square foot two-story athletic facility containing
gymnasium and locker rooms; all located at 729 E. Dallas Road, Grapevine, Texas 76051;
and (B) refinancing certain loans, the proceeds of which were used to (i) acquire 10.4418
acres of land for the Upper School; and (ii) acquire the existing school building, an
approximate 101,758 square foot one-story building containing classrooms, labs and offices
and fieldhouse, an approximate 4,392 square foot one-story building containing athletic
facilities, both located at 730 E. Worth Avenue, Grapevine, Texas 76051 (collectively, the
"Project"). A portion of the proceeds of the Loan will be used to pay certain expenses in
connection with the issuance of the Loan; and
WHEREAS, section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code") requires that the issuance of any qualified 501(c)(3) obligations be approved by
either the governing body of the City or the chief elected executive officer of the City after
a public hearing following reasonable public notice; and
WHEREAS, attached hereto as Exhibit "A" is a Notice of Public Hearing (the "Public
Notice") which was published in a newspaper of general circulation in the City as required
by section 147(f) of the Code which public hearing was conducted by the Corporation.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
Section 1. That all matters stated in the above preamble are true and correct and
are incorporated herein as if copied in their entirety.
Section 2. That the City hereby specifically approves the Loan and the Project
solely for the purpose of satisfying the requirements of section 147(f) of the Code and for
no other purpose and is not to be construed as an undertaking by the City. The Loan shall
not constitute a liability, an indebtedness or obligation of the City nor shall any of the assets
of the City be pledged to the payment of the Loans.
Section 3. That this resolution shall take effect from and after the date of its
passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 16th day of June, 2007.
ATTEST:
APPROVED AS TO FORM:
RES. NO. 2
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that the Crawford Education Facilities Corporation (the
"Corporation"), a nonprofit corporation created by the City of Crawford, Texas pursuant to
Ch. 53A, Texas Education Code, will hold a public hearing on June 8, 2007, commencing
at 10:00 a.m., Drama Room, Faith Christian School, 730 E. Worth Avenue, Grapevine,
Texas 76051, to provide an opportunity for all interested persons to be heard with respect
to a proposed loan from Compass Bank (the "Bank") to the Corporation in the maximum
amount of $13,000,000, and a proposed loan from the Corporation to Faith Christian
School Inc. (the "Borrower") in the same amount (collectively, the "Loans"); all pursuant to
a Loan Agreement by and among the Corporation, the Bank and the Borrower.
The Loans are being made for the purpose of financing the cost of acquiring,
constructing, renovating, and equipping educational facilities and facilities incidental,
subordinate, or related thereto or appropriate in connection therewith, including (A)
financing the construction of (i) an approximate 98,393 square foot two-story Upper School
building containing classrooms, labs and offices; and (ii) an approximate 28,000 square foot
two-story athletic facility containing gymnasium and locker rooms; all located at 729 E.
Dallas Road, Grapevine, Texas 76051; and (B) refinancing certain loans, the proceeds of
which were used to (i) acquire 10.4418 acres of land for the Upper School; and (ii) acquire
the existing school building, an approximate 101,758 square foot one-story building
containing classrooms, labs and offices and fieldhouse, an approximate 4,392 square foot
one-story building containing athletic facilities, both located at 730 E. Worth Avenue,
Grapevine, Texas 76051 ((A) and (B) are collectively, the "Project"). A portion of the
proceeds of the Loans will be used to pay certain expenses in connection with the issuance
of the Loans. The Project is, or will be, owned by the Borrower. The Loans are not
payable out of taxes and are secured by and payable solely from funds provided by the
Borrower.
All interested persons are invited to attend the hearing to express their views, both
orally and in writing, with respect to the Loans and the Project. Any interested persons
unable to attend the hearing may submit their views in writing to Andrews Kurth LLP, Attn:
Hoang Vu, 600 Travis Street, Suite 4200, Houston, Texas 77002, prior to the date
scheduled for the hearing.
CRAWFORD EDUCATION FACILITIES CORPORATION
RES. NO. 3
CERTIFICATE FOR RESOLUTION
We, the undersigned City Council Members of the City of Grapevine, Texas (the
"City"), hereby certify as follows:
1. The City Council of the City of Grapevine convened in a regular meeting on
June 19, 2007 (the "Meeting"), at the designated meeting place, and the roll was called of
the duly constituted officers and members of said City Council, to wit:
William D. Tate
Mayor
C. Shane Wilbanks
Place 1
Sharron Spencer
Place 2
Clydene Johnson
Place 3
Darlene Freed
Place 4
Ted Ware
Place 5
Roy Stewart
Place 6
and all of said persons were present, except the following: ,
thus constituting a quorum. Whereupon, among other business, the following was
transacted at said Meeting: a written
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, RELATING TO A PUBLIC HEARING
HELD BY THE CRAWFORD EDUCATION FACILITIES
CORPORATION AND APPROVING FINANCING BY THE
CRAWFORD EDUCATION FACILITIES CORPORATION FOR
THE BENEFIT OF FAITH CHRISTIAN SCHOOL AND
PROVIDING AN EFFECTIVE DATE
(the "Resolution") was duly introduced for the consideration of said City Council. 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: NOES: ABSTENTIONS:
2. That a true, full and correct copy of the aforesaid Resolution adopted at the
Meeting described in the above and 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;
that each of the officers and members of said City Council was duly and sufficiently notified
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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
Chapter 551, Texas Government Code.
3. That the City Council has approved and hereby approves the aforesaid
Resolution; that the Mayor and the City Secretary of the City have duly signed said
Resolution; and that the Mayor and the City Secretary hereby declare that their signing of
this Certificate shall constitute the signing of the attached and following copy of said
Resolution for all purposes.
SIGNED AND SEALED June 19, 2007.
Mayor
City Secretary
APPROVED AS TO FORM:
City Attorney
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