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HomeMy WebLinkAbout2017-015 Resolution of Issuance Revenue Bonds and Lending of Proceeds to Renaissance Charter Schools at Crown Point RESOLUTION NO. 2017-015 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, APPROVING, FOR PURPOSES OF SECTION 147(F) OF THE INTERNAL REVENUE CODE AND SECTION 163.01, FLORIDA STATUTES, THE ISSUANCE BY THE CAPITAL TRUST AGENCY OF ITS REVENUE BONDS IN ONE OR MORE SERIES, EITHER TAXABLE OR TAX- EXEMPT, OR BOTH, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $70,000,000, FOR THE PURPOSE OF FINANCING OR REFINANCING, INCLUDING THROUGH REIMBURSEMENT, THE COSTS OF THE ACQUISITION AND DEVELOPMENT OF A CERTAIN EDUCATIONAL FACILITY LOCATED IN THE CITY OF OCOEE, AS HEREIN DESCRIBED, FUNDING OF ANY DEBT SERVICE RESERVE FUND FOR THE BONDS,FUNDING ANY NECESSARY CAPITALIZED INTEREST, AND THE PAYMENT OF CERTAIN COSTS OF ISSUING THE BONDS; AND PROVIDING AN EFFECTIVE DATE. This RESOLUTION, is duly adopted as of the 6th day of September, 2017, by the CITY COMMISSION OF THE CITY OF OCOEE ("hereinafter referred to as the "City Commission") on behalf of the CITY OF OCOEE, a municipal corporation of the State of Florida (the latter hereinafter referred to as the "City"); WHEREAS, the CAPITAL TRUST AGENCY (the "Issuer") has represented to the City that it is a legal entity and public agency duly created under Chapters 163, Part I and Chapter 159,Part II, Florida Statutes; and WHEREAS, the Issuer has further represented that it is empowered to issue revenue bonds for the purposes described on Schedule I attached hereto and incorporated herein by reference (collectively, the "Project"), and as described in that certain Notice of Public Hearing published in the Orlando Sentinel at least 14 days prior to the date hereof, which newspaper is published within the jurisdiction of the City; and WHEREAS, Renaissance Charter Schools, Inc., a Florida nonprofit corporation, and/or one or more related and/or affiliated entities (collectively, the "Borrower"), has requested the Issuer to issue its revenue bonds in one or more series to provide proceeds to be used to finance the Project and loan the proceeds of such bonds to the Borrower to finance or refinance the Project; and WHEREAS, the Issuer is willing to issue its Educational Facilities Revenue Bonds (Renaissance Charter Schools, Inc. Project), Series 2017, in an aggregate principal amount not exceeding $70,000,000 in one or more series, either taxable or tax-exempt, or both (the "Bonds"), from time to time in one or more series to provide the financing requested by the Borrower for the Renaissance Charter School at Crown Point, located at 83 West Road, Ocoee, Orange 1 County, Florida 34761, including related facilities, fixtures, furnishings and equipment (the "Ocoee Facility"); and WHEREAS, in order to finance the costs of the Project from the proceeds of the Bonds on a tax-exempt basis, it is necessary to hold a public hearing and approve the issuance of the Bonds for the purposes of Section 147(f) of the of the Internal Revenue Code of 1986, as amended (the "Code") and Section 163.01, Florida Statutes, as amended (the "Interlocal Act"); and WHEREAS, the Issuer has requested the required approval of the Bonds by the City, as the City Commission are the applicable elected representatives of the City, which is the host jurisdiction in which the Ocoee Facility is located, after notice and a public hearing, for purposes of Section 147(f) of the Code and the Interlocal Act; and WHEREAS, the City Commission held a public hearing on the date hereof following public notice of such hearing published in a newspaper of general circulation in the City not fr less than 14 days prior to the scheduled date for the public hearing, and a copy of the affidavit of the publisher in proof of publication of the notice of public hearing is attached hereto as Schedule II and incorporated herein by reference; at said hearing members of the public were afforded reasonable opportunity to be heard on all matters pertaining to the proposed issuance of the Bonds by the Issuer and the location and nature of the Ocoee Facility. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA: Section 1. Approval of Bonds for Purposes of Section 147(f) of the Code. The City Commission hereby approves the issuance of the Bonds by the Issuer for purposes of Section 147(f) of the Code. Based upon representations of the Borrower, the City finds that the Ocoee Facility is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of the City, including the provision of gainful employment, and advance the public health and general welfare of the City. In its development approval of the Project, the City has addressed development and other issues relating to the Ocoee Facility and has determined it is able to cope satisfactorily with the impact of the Ocoee Facility, including utilities and public services and on account of any increases in population. Section 2. Approval for Purposes of the Interlocal Act. For the purposes of the Interlocal Act, the City authorizes the Issuer to issue the Bonds and to loan the proceeds thereof to the Borrower to finance or refinance the Ocoee Facility. The Issuer is hereby authorized to exercise all powers relating to the issuance of the Bonds vested in the City pursuant to the Constitution and the laws of the State of Florida (the "State") and to do all things within the jurisdiction of the City which are necessary or convenient for the issuance of the Bonds and the financing or refinancing of the Ocoee Facility to the same extent as if the City were issuing its own obligations for such purposes without any further authorization from the City to exercise such powers or to take such actions. 2 Section 3. Administration. The Issuer is responsible for the issuance of the Bonds and shall apply sufficient proceeds of the Bonds from time to time for the purpose of financing the Ocoee Facility as the Issuer shall determine by making funds available to the Borrower for the Ocoee Facility. The Issuer shall be the bond-issuing agency with respect to such Ocoee Facility for the Bonds. All revenues generated by bonds issued pursuant to a resolution of the Issuer and by the use of the proceeds thereof, will be administered by the Issuer or its agents and all payments due from such revenues shall be paid by the Issuer or its agents without further action by the City and the City shall have no responsibility therefor. The Issuer shall bear full responsibility for administering the issuance of the Bonds by and through its employees, agents and officers; provided however, that the City shall have all applicable rights granted by law and the right to require reasonable reporting on all reasonable matters regarding the Ocoee Facility. The Issuer shall have full authority and responsibility to negotiate, define, validate, market, sell, issue and deliver the Bonds, based upon the amounts required for the financing of the Ocoee Facility, and to take such other action as may be necessary or convenient to accomplish such purpose, and the City shall have no responsibility therefor. Section 4. Indemnification and Payment of Fees and Costs by Borrower. The fees and expenses of the City shall be paid by the Borrower in the manner and to the extent mutually agreed upon by the officials of the City and the Borrower at or prior to issuance of the Bonds. The Borrower, by its approval and acknowledgement by separate instrument in the form attached as Schedule III hereof, agrees to indemnify and hold harmless the City, and its respective officers, employees, representatives and agents, from and against any and all losses, claims, damages, liabilities or expenses of every conceivable kind, character and nature whatsoever, including, but not limited to, losses, claims, damages, liabilities or expenses (including reasonable fees and expenses of attorneys, accountants, consultants and other experts), arising out of, resulting from, or in any way connected with this Resolution or the issuance of the Bonds other than any such losses, damages, liabilities or expenses arising from the willful misconduct of the City. Section 5. Term. This Resolution will remain in full force and effect from the date of its execution until such time as it is terminated upon ten (10) days written notice to the other party hereto. Notwithstanding the foregoing, it is agreed that Section 1 and Section 2 of this Resolution may not be repealed, amended or terminated from the date of execution of this Resolution to the date on which no Bonds remain outstanding. Section 6. Other Approvals. This Resolution does not constitute approval of any necessary zoning applications or approval or acquiescence to the alteration of existing zoning or land use or approval of any other regulatory permits relating to the Ocoee Facility. Furthermore, nothing provided herein shall prevent the City from exercising any permitting rights, or procedures for approval or review the City may have with respect to the acquisition, construction, development, equipping, or operation of the Ocoee Facility under law or contract, 3 including, without limitation, any rights of approval or review with respect to land use permitting and code enforcement at any property on which the Ocoee Facility is located. Section 7. No Liability. Nothing herein shall be deemed to create any liability or pecuniary obligation of any kind upon the City, or its respective officers, agents, representatives and employees. No cost, expense, charges or liabilities arising out of or attributable to the City's involvement with the financing of the Ocoee Facility, any governmental proceedings in connection therewith, or relating to or arising on account of this Resolution shall be imposed upon the City. Any offering, circular or official statement approved by and used in marketing the Bonds shall not reference the City other than it will include a statement to the effect that Bond owners may not look to the City for payment of the Bonds and interest or premium thereon or other payments in respect thereto. The City has not done any due diligence on the Borrower, the Ocoee Facility or the Bonds and the Issuer shall make no representations to the contrary. No representation is made by the City as to (a) the validity or legality of the Bonds, (b) the exclusion from gross income for federal income tax purposes of interest on the Bonds, (c) the creditworthiness of the Borrower or the financial viability of the Ocoee Facility, (d) a recommendation to any prospective purchaser of the Bonds, (e) the likelihood of the payment of the debt service on the Bonds or (f) the legal ability of the Issuer to rely upon Chapter 163, Florida Statutes. Each of the Issuer and the Borrower are relying on its own legal advisors and not the City for determining all matters regarding the Issuer's issuance of the Bonds. The City has and shall incur no liability or obligation with respect to the Bonds and by adopting this resolution, assumes no responsibility, obligation or liability, financial or otherwise, with respect to the Bonds or any assets or facilities financed thereby or in any way arising out of the issuance or sale of the Bonds or the financing, acquisition, construction or operation of the Ocoee Facility. Section 8. Repealing Clause. All resolutions or orders and parts thereof in conflict herewith, to the extent of such conflict, are hereby superseded and repealed. [Remainder of Page Intentionally Left Blank] 4 Section 9. Effective Date. This resolution shall take effect immediately. Passed and adopted as of the date first written above. APPROVED: CITY OF OCOEE,FLORIDA, (SEAL) By: , 1 Rusty Jo • ,Mayor ATTEST: By: /Wet k,& Melanie Sibbitt, City Clerk APPROVED BY THE OCOEE CITY COMMISSION ON THE DATE FIRST ABOVE WRITTEN UNDER AGENDA ITEM NO. FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE,FLORIDA;APPROVED AS TO FORM AND LEGALITY this 0 day of `'Y14A.1±Ti--, 2017 By: ____ Scott •oW A • e 5 SCHEDULE I THE OCOEE FACILITY AND THE PROJECT The "Project" consists of: (i) financing or refinancing, including through reimbursement, the acquisition, and development of charter school facilities as follows, (A) an approximately 2 story, 68,152 square foot building and ancillary facilities expected to accommodate up to 1,145 students in grades k-8 to be operated as a charter school known as Renaissance Charter School at Crown Point, located at 83 West Road, Ocoee, Orange County, Florida 34761, including related facilities, fixtures, furnishings, and equipment (the "Ocoee Facility"), and (B) an approximately 2 story, 68,152 square foot building and ancillary facilities expected to accommodate up to 1,145 students in grades k-8 to be operated as a charter school known as the Renaissance Charter School at Boggy Creek, located at 4480 Boggy Creek Road, Kissimmee, Florida 34744, including related facilities, fixtures, furnishings, and equipment, and (C) an approximately 2 story, 68,152 square foot building and ancillary facilities expected to accommodate up to 1,145 students in grades k-8 to be operated as a charter school known as the Duval Charter School at Coastal, located at 12800 Beach Boulevard, Jacksonville, Florida 32246, including related facilities, fixtures, furnishings, and equipment, (ii) funding any necessary debt service reserve fund for the Bonds, (iii) funding any necessary capitalized interest, and (iv) payment of certain costs of issuing the Bonds. The Ocoee Facility will be owned by the Borrower. The initial manager of the Facilities will be Charter Schools USA, Inc., a Delaware corporation, or an affiliate thereof or another entity chosen by the Borrower. SCHEDULE II PROOF OF PUBLICATION grg y�y • r 3 at Orlando Sentinelnhe pui�odf"),at e lees 05s amended(the Cade"),nonce Is hereby elven that the City of Ono,Florida (Me"Cl?,"')will twist 0 public heorino at 5:30 a.m.,or as soon thereafter as Possible,on 5eMamber 6,2017.in the Ocoee City Commission Chambers Faceted of ISO Norm Lakeshore Drive, Ocoee, Florida,34761. The purpose of the uubllc neurine)s to Conskier a Pion 00 finance for the oarpoae,Omani ether things,ofproviding funds to be Published Daily loaned by the COP)10i Trust Aeetcy ORANGE County,Florida !"°"13fi e'''° °i'SO Ge cnorrer School, Inc.. a Florida nonprofit c014)01 1)11 polar alta 0r more related th a rrowtad tmoh II (cotr0050 y. foe"Barrmver'•i,for the twrs,aso a • financingrefMcn png, Including thrwph reimbursement, (1) the STATE OF FLORIDA n•u)si+aconstruct/onaro*weeping (A) °n opproxlmale0 2 stetr, 69.152 square feet buia)ng COUNTY OF ORANGE • and ancillary locillhos 0xa0aned to PCCOn reidote 00 t0 1,16$students in erodes ket to be oeerated os a charter Ch arter ter School offCr own Pail known as the nt lactated Before the undersigned authoritypersonallyappeared t 03 welt Road,Ocoee,Florida 34761, g PP at related facilities, fixtures, Tina L.Robinson/Maria Torres/Jennifer Carter,who on oath says that he or she Facnm"�-e oviioeedd, however, sod, is an Advertising Representative of the ORLANDO SENTINEL,a DAILY °`p°'""andbes gel&hdetlatadp which such wciely I,located;aro newspaper published at the ORLANDO SENTINEL in ORANGE County,Florida; (0) an approximately 2 xhhy. Ea,152 Square tate bending and odadwry tor.1.105 expects to 000 accommodate.eP that the attached copyof advertisement,beinga Legal Notice in the matter of to 00th s00 0 0 is er deb 0)known be es the Ron/ammo ns a chs ter carp 00*0t 1es.rhe Croeb,)oo Charter$Khat y 1150-Public Hearing Notice,September 6,2017 at 5:30 PM was published in C08gy crack,loomed of web Boeyy Wingg rrerated toticheto.fixtures. said newspaper in the issues of Aug 16,2017. torMseines one Osceola County 0005,°ty")t ,wove however, such ocauts0fon does not i0Cwde the toad an which Such facility Affiant further says that the said ORLANDO SENTINEL is a newspaper published f01000ted;and in said ORANGE County,Florida,and that the said newspaper has heretofore been ec) an approximately due, j 1000011.,eexpecr9ted todmommodate up continuously published in said ORANGE County,Florida,each day and has been to 1.140 students in grade,0.11 to be x0001140 00 0 charier school known as entered as periodicals matter at the y +ne Duvet charter school of Cootfot; post office in ORANGE County,Florida,in le0ated at 12900 Beech Bostevord. Jocksosaid ORANGE County,Florida,fora yearpreceding related too. Fos foil�,4 Including yperiod of one next recedin the first rewhd dello,' to r:mre2,(urn lu ono equipmentwoee ( J 111 00ee 0001110 end a publication of the attached copy of advertisement;and affiant further says that he Forney tthe with 11 Osceola County or she has neither paid norpromised anyperson,firm or corporationany Facility. rbe "Facihtles"), provided, discount, however, such 0t0Wdo sition es of rebate,commission or refund for the purpose of securing this advertisement for 'dude locn+e0e)a"°on which such MolineMoline;`y rs d; publication in the said newspaper. Ili) homes of ens necess0ty debt service reserve for the heretnetter defined 00ds, tie) funding any the a 00000tary 0,01,,, zed interest and nevi taye,� the 9 oleo t resamet:Yty,to plotee 11104 the wort ar will *eye ae respect esile to slat Signature of Affiant anted Name of Affiant 'Prehe tect't."1101 100 dery 070.410,200) 1' 0000000)0 prtntwat amount se its revenue bonds In one or mare series, either losable or tO.-sxempt,or both ere"bolos"),ant roan the ofocoeds at Sworn to and subscribed before me on this 16 day of August,2017, suce Bold,to roe Borrower to provide hauls for the Protect. The Feclihl00 by above Affiant,who is personally known to me(X)or who has produced will be awned by pee Borrower. The identification( ). 01`torter 5ctlnager of 0015 USA.i e.0 Oelowarree caratratioo,or on affiliate thereof 00 another entity engem by the Borrower. The purpose of rhe public hearing 4 to comely with the we/vistaed of Section 1.41)1)of the Code. The City will not sue,and well not to 004100tea on.ate d • Booth. ., ��•,,,�" The Bads, when Issuer!, will be sole: t off treenus cerome Signature Of, otary Public andsolelyeceit t%p to tee, Jerome 'r r ment thereof pest.derived Prem reseeded •CMlllvt. ALU ag.«m.nh withtwister, the Ba rower, and andhar theviethe ilio KiSYmha@, ▪ MY COMMISSION#FF}400A� and Jocksanvnie,Flet0, (collectively, the 0nie,00 nor Orange County, 00001, 0000 ra County. Florida • • EXPIRES NOvamD r 30 2019 Duvet County. Florida be obligated the C,hhnies•11 110 obligated 04711q-0'37 namaho:rySe.c..cam tc°mr our Irr1entereSt`Ott ase 0 M0 enrsea1 from the payments of the Borrower The Bonds and Interest 11Nre0n shelf never II) pledge the 1001,10 tawar ... ___ at rho City,the Cities.the Counties, the Stale of Merida(she"Stone')or aony ether eenC or political ioal)ty thereof Publi*11010 Name of Notary,Typed,Printed,or Stamped the meansre atany constitutional or statutory ( ) erddebOindebtedness of the Issuer, the City.the Cities,Counties,the Stole.o one Other political p,atdiv}.swan,public agency or memicipalllS thereof within the neater*of any constitutional or statutory proltIWtloet 11111 roc feeds*the f0))faith and ctedll of the Issuer.the City,the Cities,the Counties,the Slate. or any p011ncn1 subddvrsan, Public Peauy or rndaieleceity thereof. The issuer has no taxrne power, leaven. of the bonds Is sublect w severe! c°0ditlans Inetudio satisfactory dOCumentotiat and receipt of necessary 010100ies for the finances°. At the time and Floes fixed for sold 'subtle hearing all who appear will be given en coporhnlfy to express their stews for or against the proposal to gagiae`=said Bends ond i Prior to sold public hearing. 011900 comments 0101 be delivered to the Ocoee City Ha11.City Clerk's OMlae, 15T North Lakeshore Drive, Ocoee,Florida.14761 Al)persons are 5134621 anyrethat,it they decide In appear 4 any to a 'T nolo by the Cdwith Bit aspect to any atter considered at ties hOro,e0e win read a resuch 0 the they may 514 aro Mr Such ed to ensure Mot O verbatim 1ecerd of the proceedings is mode, which record includes the testimony Ono 001derK0 01011 which the earned are 1001dsed All ed w0 preeenl Mair comments et the hew and pace Set forth above. F°tgwrng the haenno, a resort concerning Mia 00b1K hearing will be submitted to the applicable elected representative respom,ue lot 000100)00 the Issuance of the flords. • In octxe'dpnce wl)tt!tg Orthicons with Qtsobnitfes Act,eorsata in nand oP o 5000)0)accamrnn401)Ot to On10.7lpgie in atm f t ey City Cl eh u 10111 nor Office of the City Clerk, 150 North L0005ho01110. 0000., 000140 31161,160707 1 003-3105.at 10001 N 150000 In 000000.of the 1110011141.Bx01,0*1 g Sotur000 aro 5070°0 !)$-100)1 5150:" SCHEDULE III FORM OF APPROVAL AND ACKNOWLEDGMENT OF BORROWER Renaissance Charter Schools, Inc., a Florida nonprofit corporation, and/or one or more related and/or affiliated entities (collectively, the "Borrower"), by and through the undersigned authorized officer of the Borrower, hereby approves the Resolution to which this document is attached and, by causing this Approval and Acknowledgment to be executed by the undersigned officer all as of the date of said Resolution,hereby acknowledge as follows: The fees and expenses of the City of Ocoee, (the "City") shall be paid by the Borrower in the manner and to the extent mutually agreed upon by the officials of the City and are due whether or not the Bonds are issued by the Capital Trust Agency. The Borrower acknowledges that payment shall be made not later than seven (7) days from invoice to the Borrower or upon the issuance of the Bonds, whichever occurs first. The Borrower shall indemnify and hold harmless the City, and their respective officers, employees representatives and agents, from and against any and all losses, claims, damages, liabilities or expenses, of every conceivable kind, character and nature whatsoever (including reasonable fees and expenses of attorneys, accountants, consultants and other experts) arising out of, resulting from, or in any way connected with the Resolution or the issuance of the Bonds, other than any such losses, damages, liabilities or expenses arising from the willful misconduct of the City. Capitalized terms used herein and not defined herein shall have the meanings given such terms in the Resolution to which this document is attached. RENAISSANCE CHARTER SCHOOLS,INC. By: Name: Title: STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2017, by , the of Renaissance Charter Schools, Inc., on behalf of said corporation. He/She is personally known to me or has produced as identification. Notary Public-State of My Commission Expires: