HomeMy WebLinkAboutMINUTES - 10092001 - SD.4 46 BOARD OF SUPERVISORS 5e CONTRA
FROM: JOHN SWEETEN, COUNTY ADMINISTRATOR
a COSTA
COUNTY
DATE: October 9, 2001
SUBJECT: BENTLEY SCHOOL FINANCING
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
1: Approve the obligations to be undertaken by the California Statewide Communities
Development Authority (the "Authority) to benefit the Bentley School in an amount not to
exceed $27,000,000 for the refinancing of existing tax-exempt debt obligations and the
financing of renovations to existing school facilities and construction of certain new structures.
2. Hold a PUBLIC HEARING on the proposed financing by the Authority, to satisfy Section 147(f)
of the Internal Revenue Code of 1986.
BACKGROUND:
California Statewide. Communities Development Authority (CSCDA) is a joint powers authority
consisting of numerous California cities, counties and special districts, including the County of
Contra Costa. The Authority is authorized to assist in the financing of facilities for non-profit public
benefit corporations.
In order to initiate a financing, the member participant in which proposed facilities will be located
must (i) conduct a public hearing and (ii) approve the Authority's issuance of indebtedness.
The Bentley School is a co-educational independent school located on two campuses, one in
Oakland and Berkeley. California, which provides primary education to students in grades K-8, and
the other in Lafayette, California, which provides secondary education to students in grades 9
through 12. The Bentley School was founded in Berkeley in 1920 incorporated in 1969 as an
independent school that qualifies.as a non-profit 501(c)3 educational organization.
CONTINUED ON ATTACHMENT: X YES SIGNATURE: )
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOAR OMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD D APPROVED AS RECOMMENDED OTHER
OPENED THE P lic hearing; and CONTINUED the matter to October 16, 2001.
SPEAKER: Richard Dishnica, Bentley School, 111 Park Place, Point Richmond.`
VOTE OF SUPERVISORS
1 HEREBY CERTIFY THAT THIS IS A
UNANIMOUS(ABSENT ) TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED
ABSENT: ABSTAIN: ON THE MINUTES OF THE BOARD OF
SUPERVISORS
ON THE DATE SHOWN. `
ATTESTED L/ PYl9�/I OD/
JOHN SWEETEN,CLERK O
THE BOARD OF SUPERVISORS AND
COUNTY ADMINISTRATOR
BY % DEPUTY
Contact: Laura Lockwood, CAO—Capital Facilities and Debt Man ement, 335-1093
cc: CAO–Capital Facilities& Debt Management.
Bentley is. governed by a self-perpetuating Board of Trustees responsible for setting goals and
policies for the school,.fiscal management, and the appointment of the school's officers, including the
Headmaster. In 1992, the Bentley Board of Trustees began a search for a second campus for a high
school. On October 17, 1995, Bentley School and the Lafayette School District entered into a
Purchase and Sale Agreement for an unused public school facility, the former Vallecitos School,
located at 1000 Upper Happy Valley Road in Lafayette. The site is approximately 10.3 acres and
has been master planned for a total enrollment of 500 students.
In March 1997, the Bentley School issued $8,730,000 of tax-exempt certificates of participation to
fund the purchase and refurbishment of the Lafayette campus. Bentley School's Lafayette campus
opened to its first students in the fall of 1998. Since that time, Bentley has built 5 tennis courts, 2
science classrooms, 1 art classroom and a parking lot on this campus.
With this financing, the School is continuing its plans to complete the master plan for the campus,
including the construction of a gymnasium, performing arts building, ' additional classrooms,
additional site improvements, and parking facilities. A small portion of the financing will also provide
for improvements to its existing.Hiller campus in Oakland and Berkeley.
The Bentley School has filed an application for Conduit Financing through the California Statewide
Communities Development Authority in order to allow it to arrange for tax-exempt financing for this
project. Since the financing involves improvements to both its Contra Costa and Alameda County
campuses, approval is required by both counties.
The County is not liable for repayment of any part of the debt service associated with these
obligations. Rather, the security for the debt obligations will be a pledge of gross revenues from
operations of the school and a first deed security interest in the land and buildings of the school on
both the Hiller and Lafayette campuses.
REQUEST TO SPEAR FORM
(THREE (3) MINUTE LIMIT)
Complete this form and place it in the box near the speakers'
rostrum rLe addressing the Board.
Name: C hi" Phone: .��4 ' —?I/ a -, G7 Or /
C �
Address: � `� ,�je2 City: (1i�v� � r�-irr►�/
I am speaking for myself or organization: -
(name o4 organization)
CHECK ONE:
I wish to speak on Agenda Item # Date:
My comments will be: general for against
I wish to speak on the subject of
I do not wish to speak but leave these comments for the
Board to consider:
SPEAKERS
1. Deposit the "Request to Speak" form (on the reverse side) in
the box next to the speaker's microphone before your agenda
item is to be considered.
2 . You will be called on to make your presentation.
Please speak into the microphone at the podium.
3 . Begin by stating your name and address and whether
you are speaking for yourself or as the
representative of an organization.
4 . Give the Clerk a copy of your presentation or
support documentation if available before speaking.
5. Limit your presentation to three minutes. Avoid
repeating comments made by previous speakers.
(The Chair may limit length of presentations so all
persons may be heard) .
CALIFORNIA
COMMUNITIES
September 17, 2001
VIA FACSIMILE (925) 646-1228 AND REGULAR MAIL
Ms. Laura Lockwood
Capital Facilities/Debt Management Director
County of Contra Costa
County Administrator's Office
651 Pine Street, 6th Floor
Martinez, CA 94553
Re: Public Hearing for the Bendgy School
Dear Laura:
Per my voice mail message, the Bentley School, a non-profit public benefit
organization (the `Applicant"), has submitted to the California Statewide Communities
Development Authority (the "Authority") an application (the `application") for the
financing of certain educational facilities (the "Pro)ect") in an amount not to exceed
$27,000,000 of tax-exempt obligations. The Project will be located in the County of Contra
Costa. The purpose of this letter is to request the assistance of the County of Contra Costa
in conducting on Tuesday, October 9, 2001 a public hearing with respect to the proposed
financing.
As you are aware, the :authority is a joint exercise of powers authority consisting of
numerous California cities, counties and special districts, including the County of Contra
Costa. The Authority pursuant to its Amended and Restated Joint Exercise of Powers
Agreement is authorized to assist in the financing of facilities for non-profit public benefit
organizations, including the Applicant. In order to initiate such a financing, the member
participant of the Authority in which the proposed facilities will be located must (i) conduct
a public hearing and (ii) approve the Authority's issuance of indebtedness. Therefore,
although the Authority will be the issuer of the tax-exempt obligations for the Applicant, the
financing cannot proceed without the approval of the County of Contra Costa.
I have attached for your review the Application filed by the Applicant with the
Authority. You will be receiving shortly a letter from Andy Hall of Jones Hall, serving as
bond counsel, describing the public hearing process and the requirements under state and
federal laws, including the Tax and Equity Fiscal Responsibility Act (TEFRA). This letter
will also include for your review the form of Notice of Public Hearing and the form of
Board of Supervisor Resolution evidencing the County's approval of the financing. Bond
Counsel, at your option, can coordinate for you the publication of the Notice and the
adoption of the Resolution.
Sponsored BY: California St,itc Association of Counties • Lea"ue (If California Cities
2175 N. Calitorrtia Blvd . , 5u '. te 550 Walnut Creek, California 94596 • 300.635 .3993
9'' 933.Q2)20 • Fac Q2. .933 .S-4;7 • Email : info@cacoininunities.com • www.cacommunities.Com
-2— September 17, 2001
Thank you for your assistance in this matter. Please let me know if you require any
additional information concerning the scheduling of such public hearing or if I can be of
any other assistance.
Very truly yours,
Michael LaPierre
Enclosures
cc: Andy Hall,Jones Hall (415) 391-5784
Gina Martin, Clerk of the Board of Supervisors (925) 335-1913
Stone & Youngberg LLC
Established 1931
CALIFORNIA STATEWIDE COMMUNITIES
DEVEVLOPMENT AUTHORITY
APPLICATION FOR CONDUIT FINANCING FOR 501(C)(3)NON-PROFIT
Bentley School
A. DETAILED HISTORY OF APPLICANT:
Bentley School
Principal Contact: Rick Dishnica
Board Member
Bentley School
111 Park Place
Point Richmond, CA 94801
T: (510) 231-6120 ext. 201 F: (510)231-6130
Sponsoring Jurisdiction: County of Contra Costa or City of Lafayette
(Lafayette Campus)
County of Alameda(Hiller Campus)
OWNERSHIP STRUCTURE: Bentley School ("Bentley") is an independent school and a
qualified 501(c)(3)organization.
Bentley School is a coeducational independent school located on two campuses, one in
Oakland and Berkeley, California, which provides primary education to students in
-grades K through 8, and the other in Lafayette, California, which provides secondary
.__education to students in grades 9 through 12. Bentley School was founded in Berkeley in
1920 and in 1969 incorporated as a not-for-profit organization as described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended. Bentley School is operated
as an independent,nonprofit institution with no religious affiliation.
50 California Street - San Francisco, California 94111 - 415/445-2300
Bentley School—CSCDA Application for Issuance of Tax-Exempt Bonds
September 14,2001
Page 2 of 3
Bentley is governed by a self-perpetuating Board of Trustees responsible for setting goals
and policies for the school, fiscal management and the appointment of the school's
officers, including the Headmaster. The Headmaster is the general manager and chief
executive officer of the school and is responsible for the general supervision, direction
and control of the activities and affairs of the Corporation. The Board has several
committees including an Executive Committee and Finance Committee.
In 1992 the Bentley. Board of Trustees publicly committed to a search for a second
campus for a high school. On October 17, 1995, Bentley School and the Lafayette
School District entered into a Purchase and Sale agreement for an unused public school
facility, the former Vallecitos School. The site of the Lafayette Campus is approximately
10.3 acres located at 1000 Upper Happy Valley Road in Lafayette, California. In
cooperation with the°Lafayette School District, Bentley School conducted the necessary
studies required to obtain a conditional use permit from the City of Lafayette and
received a preliminary approval for a Master Plan limiting total enrollment to 500
students.
In March, 1997, Bentley School issued $8,730,000 of tax-exempt certificates of
participation to fund the purchase and initial refurbishment of the Lafayette campus.
Bentley School opened to its first students in the fall of 1998. Since then, Bentley has
built 5 tennis courts, 2 science classrooms, 1 art classroom and a parking lot on its
campus.
The school is continuing the further construction to complete its master plan project
which includes the construction of a gymnasium, performing arts building, additional
classrooms, additional site improvements and parking facilities. Bentley School is filing
an application for Conduit Financing from the California Statewide Communities
Development Authority in order to complete its tax-exempt financing for the project.
Bentley School provides many public benefits to the community it serves directly and
indirectly. Bentley does not discriminate on the basis of age, color, creed, disability,
gender, marital status, national or ethnic origin, race, religion or sexual orientation. This
policy applies to all areas of student concerns: admissions, educational policies, teacher
hiring, financial aid, and other school-administered programs. Bentley's goals of
excellence in general studies, appreciation of the arts, and fostering community spirit, are
central to all that the School does. Bentley endeavors to make a love of teaming
paramount for its students: to evoke a commitment to a life of independent learning
encouraging students to actively participate in community activities. Bentley students are _.-._...._......_
each encouraged to set goals and to do their personal best, in conjunction with the high
standards set by the school. Students explore the world, learn to filter meaning from their
observations, discuss and debate concepts with their peers, probe values and ethics, and
then integrate all of these explorations into patterns of knowledge and personal meaning.
Bentley is fully accredited by the California Association of Independent Schools
Bentley School—CSCDA Application for Issuance of Tax-Exempt Bonds
September 14,2001
Page 3 of 3
("CAIS"). The School assists approximately 9% of its total student body with financial
aid assistance each year and provided over $320,000 in total awards in the latest school
year. The table below highlights the tuition charged by Bentley in the most recent school
year compared with the schools that are most comparable to its program.
:Tuition versus comparable schools in the area
School Year 2000/01
oi 'I Ion CAIS .School
Head Royce Oakland $15,500 Yes
Prospect Sierra El Cerrito $10,900 Yes
Redwood Day Oakland $11,480 Yes
St.Paul's Episcopal Oakland $12,025 Yes
Bentley School Oakland $11,900 Yes
Bentley's students come from economically, culturally and geographically diverse
backgrounds. In addition to students whose families have lived in the Bay Area,there are
students at the School whose families have relocated from many countries throughout the
world.
C. SOURCES AND USES OF FUNDS: Attached is a summary of the Sources and Uses of
Funds for the financilig. The Bentley School will be providing funds to reimburse certain
costs of issuance expenditures above the allowable 2%limit for nonprofit corporations.
D. FINANCING DESCRIPTION: Bentley School .will be issuing Fixed Rate Non-Rated
Tax-Exempt Revenue Bonds. Final maturity is scheduled to be in the year 2031 with
debt amortization creating level bond payments for the life of the financing (with several
years of interest only payments initially) . The financing will provide a bond reserve
account equal to one year's maximum debt service payment. The interest rate will be
negotiated with approved institutional buyer(s), as per the Authority's guidelines, and
debt service payments will be made on a semi-annual basis. The structure will provide
approximately$13.0 million of construction proceeds in addition to the refinancing of the
$8.73 million certificates of participation upon delivery of the bonds.
E. SECURITY DESCRIPTION: The security for the bonds will be a pledge of Gross
Revenues from operations of the School as well as the land and building (real estate) of
both the Hiller and Lafayette campuses.
F. FINANCING TEAM: Attached is a distribution list of financing team members. Legal
and financing documents are currently being prepared and will be furnished by Jones
Hall, bond and disclosure counsel for the transaction. Please let me know if there is
anything else that I can provide to you for this application. Thank you for your
assistance.
1�/. 007/007
i
TRUSTEE
[TO COME]
Bank of New York Western
Trust Company(BNl
550 Kearny Street, Suite 600
San Francisco,CA 94108
(415)263-
(415)399-1647 FAN
e-mail: TO COME
TRUSTEE COUNSEL
Sam Waldman,Esq:
Davis Wright Trernaine
64 Oak Knoll Drive'
San Anselmo,CA 9:4960
(415)459-4535
(415)459-4747 FAX
e-mail.waldmansl3@home.com
25327
09/14/01
RESOLUTION NO.
COUNTY OF CONTRA COSTA,CALIFORNIA
RESOLUTION APPROVING EXECUTION AND DELIVERY BY THE CALIFORNI
STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY OF REVENUE BONDS FOR
THE BENTLEY SCHOOL
WHEREAS, the California Statewide Communities Development AZoty, a joint
exercise of powers authority established under the laws of the/S,,toate California (the
"Authority"), proposes to issue revenue bonds (the "Bonds") in t not to exceed
$27,000,000 and to lend the proceeds'thereof to the Bentley School, a nonprofit public
benefit corporation (the "Borrower") which is recognized as an exey under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Cod
WHEREAS, the proceeds of the Bonds will assist in (a) reza cing the renovation and
construction of Bentley School's high school campus located at A00 Upper Happy Valley Road
in Lafayette, California, and (b) financing the constructioi and development of certain
improvements to the high school campus, which are al pated to include a gymnasium,
classrooms, a performing arts facility, a parking lot and a circulation road, and certain
improvements to Bentley School's lower school campus located in Berkeley and Oakland,
California, which are anticipated to include modifications to the main entrance, expansion of
the existing library, and renovation of the administration building (collectively, the "Project"),
all of which are owned and operated by the Borrower;
WHEREAS, the Indenture under w=hie Bonds will be issued requires that the Bonds
may only be sold to "approved institutional/ uyers," such as: institutional investors that own
and invest on a discretionary basis at lest $100 million in securities; registered securities
dealers that own and invest on a discretiorfiary basis at least$10 million in securities; investment
companies registered under the Inv
stment Company Act that are part of a family of
investment companies which own in the aggregate at least$100 million in securities; banks and
savings and loan associations that own and invest on a discretionary basis at least$100 million
in securities and that have an auddited net worth of at least $25 million; and trusts with total
assets in excess of$5,000,000, d who are directed to purchase the Bonds by person with such
knowledge and experience uifinancial and business matters that such person is capable of
evaluating the merits and risks of the prospective investment.
WHEREAS, the portion of the Project located in Lafayette, California, is within the
jurisdiction of the Co ty;
WHERE /mpt
ction 147(f) of the Code requires that, in order for interest on the Bonds to
qualify as tax-e underSection 103 of the Code, the Board of Supervisors (the "Board"), as
the elected r resentative of the County, approve the issuance of the Bonds after a public
hearing has een held following reasonable notice;
WHEREAS,the County is a member of the Authority;and
WHEREAS, the Authority has requested the Board to approve the issuance of the Bond'
in order to satisfy the public approval requirements of Section 147(f) of the Code;
WHEREAS, notice of the public hearing was published on September 24, 2001, inthe
Contra Costa Times,a newspaper of general circulation in the County;
WHEREAS, the public hearing was held by the Board on the 9th day of October, 2001, at
the Board's meeting which commenced at the hour of 9:00 a.m., in the County/Administration
Building, 651 Pine Street, Room 107, Martinez, California, and all persons esiring to be heard
have been heard;
WHEREAS, it is in the public interest and for the public be e_t that the Board, as the
elected representative of the County, approve the issuance/ance
fiery by the Authority of the
Bonds;
NOW, THEREFORE, BE IT RESOLVED that the Bupervisors of the County of
Contra Costa hereby finds, determines and declares that isy the Authority of the Bonds
in the maximum principal amount of $27,000,000, for the purposes described above, is hereby
approved.
RESOLVED, FURTHER, that the approval of the issuance of the Bonds by the Authority
is neither an approval of the underlying credivi�.ssues of the proposed Project nor an approval of
the financial structure of the Bonds.
RESOLVED, FURTHER, that a Bonds will not constitute an. indebtedness or
obligation, or a pledge of the faith d credit of, the County, as the Bonds are special, limited
obligations of the Authority,payable solely from the revenues of the Borrower.
* ***** ******
I, the undersigned Clerk of the Board of Supervisors of the County of Contra Costa,
hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by
the Board.of Supervisors of the County at a meeting thereof on the 9th day of October, 2001 by
the following vote of the members thereof:
AYES:
NOES:
ABSTAIN:
ABSENT:
Ch '
ATTEST:
Clerk of the Board of Supervisors