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Item #04 Public Hearing & Resolution Authorizing for Purposes of the Internal Revenue Code and FL Intergovernmental Cooperation the issuance by the Capital Trust Agency of its Educational Facilities Revenue Bonds ocoee florlda AGENDA ITEM COVER SHEET Meeting Date: September 6, 2017 Item # Reviewed By: Contact Name: Craig Citx, Department Director: Assistant ant City Manager Contact Number: (407)905-3111 City Manager: Robert D. Frank Subject: Public Hearing and Resolution authorizing, for purposes of the Internal Revenue Code and Florida intergovernmental cooperation, the issuance by the Capital Trust Agency of its educational facilities revenue bonds, and the lending of the proceeds thereof to Renaissance Charter Schools, Inc. to finance Renaissance Charter School at Crown Point. Background Summary: Renaissance Charter Schools, Inc. ("Renaissance") owns various charter schools throughout the State of Florida. Renaissance has requested the Capital Trust Agency (the "CIA") issue not to exceed $70 million of conduit bonds to finance and refinance charter school facilities located in the City (Renaissance Charter School at Crown Point), in the City of Jacksonville and in Osceola County and the CTA has provided preliminary approach for same. The CTA is a public entity created under the provisions of Chapter 163, Part I and 617 of the Florida Statutes. The proposed Resolution authorizes the issuance of the bonds by the CTA for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, and for purposes of Florida intergovernmental cooperation. Issue: Should the Honorable Mayor and City Commission adopt the proposed resolution which allows the CTA to issue conduit bonds for the benefit of Renaissance to finance Renaissance Charter School at Crown Point? Recommendations Staff recommends that the Honorable Mayor and City Commission adopt the proposed resolution allowing the CTA to issue conduit bonds for the benefit of Renaissance to finance Renaissance Charter School at Crown Point. Attachments: Proposed Resolution Financial Impact: None 26449/039/0123 53 73.DOCv5 Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading X Public Hearing 1( Resolution Regular Agenda Commission Approval Discussion& Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N/A Reviewed by Finance Dept. N/A Reviewed by 0 N/A 26449/039/012 3 5 3 7 3.D O C v 5 2 RESOLUTION NO. 2017- 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"), 1 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 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 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 2 own obligations for such purposes without any further authorization from the City to exercise such powers or to take such actions. 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. 3 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, 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: Rusty Johnson, Mayor ATTEST: By: 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 day of , 2017 By: Scott Cookson, City Attorney j.\wdox\docs\clients\26449\039\ordres\01233691.docx 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 /� R0810A CRY m Orlando sentinel ■Y■ i For Not purposes of Seaton Will of +DKV Se�nt�nel a e amended -Code"Cath of web, y amended tthe-Code"),.write is hereby given fMet the Clty of Ocoee,Fark. .er1/ al 5:30 om..alas:soon td o herealic fter o Ocoee fecity 5Cannrlso,on 3 Ctmmoers located at ISO North Lakeshore Drive, Ocoee, Florida.34761. TMrse of the eubiic hearing is to consider a olfer things.ofn of finance providing thea to be Published Daily looned by the cnot Trust Agency the'Issuer")to Refaissohce Charter ORANGE County,Florida «Iola• Inc.. o Florida onpdif craw 'r �tiittiies(collectively.or more the"Borrower"), for the purpose of Orland. or rehnanclna, ktciuding through raimbarsefMbf, (II the STATE OF FLORIDA oe"4i1tan'COAstrued n°ndao°Ip°"fg (A) on apprexlmately 1 'tory. 68,152 swoon, loot bring COUNTY OF ORANGE and anculars facilities expected to occommndate uo to 1,165 students In grades 1,8 to be operated of a charter school known as tie Renaissance Charter School at Crown Point,located Before the undersigned authority personally appeared as e3 wet Rood,Ocoee,Florida 34761.uuaing related acnitis, fixtures, Tina L.Robinson/Maria Torres%Jennifer Carter,who on oath says that he or she iFuuticuityniand idedd°,:awe r, s uch is an Advertising Representative of the ORLANDO SENTINEL,a DAiLY acWdhlan does fdt,rtctde th°lo an WYtl1 auto fociNty Is heated;aM a) on approximately 3 story, newspaper published at the ORLANDO SENTINEL in ORANGE County,Florida; ill:ar`ef footbuilding ° i r; to 1,145 fudged in grades 6-9 to be that the attached copy of advertisement,being a Legal Notice in the matter of oPer°teeof a' charter'naw known 11150-Public Hearing Notice,September 6,2017 at 5:30 PM was published in Repythei'Creens"'w.located at;148so"c°'eawe Creek Rood,Kissimmee,Florida}me, acm said newspaper in the issues of Aug 16,2017. ding rebated rwr,Nea fixtures, furnishings and wags/mi. (Me edlrChytidoovided. . howesuch terfotladoes not include the and on which such facility A ffiant further says that the said ORLANDO SENTINEL is a newspaper published Ia located:and fC) an opwak(mo ew 2 story, in said ORANGE County,Florida,and that the said newspaper has heretofore been monaaaarefoot but iains°nda�uary Menthes expected to accommodate up continuously published in said ORANGE County,Florida,each day and has been to t,145 students in erodes kg a be offended as a charier achow known as the Duval Charter School of Coastal,entered as periodicals matter at the post office in ORANGE County,Florida,in wcog12 d at 11hea h Boulevard, Jackemviilr Fioridp 311d6,Matadlog said ORANGE County,Florida,for a period of one year next preceding the first related tgadhg',redures,tunnshings • and equipment tiffs Jacksonville publication of the attached copy of advertisement;and affiant further says that he Facility..afwea,' wihe th Osceola County or she has neither paid norpromised anyperson,firm or corporationany F weever,the "Facalnee"r does not discount, hawevar, haat acaWles"), doe' not rebate,commission or refund for the purpose of securing this advertisement for is boae d: leas°^worm'v n rataty publication in the said newspaper. (ii) fNaane or any necessary debt service reserve far the hertitgftedefined Banl{. fundingantrese �i�ed,Interest and int • the Bads kahechvMy.the"Proiec"'1 UrcdThe Plan of finance cmnempiags that es SOLIS Signature of AffiantPrinted Name of Affiant the Issuer `exp In S7reatC000.0 0 °gwepate orinCioal amount of id revenue bonds in one either taxable or tax-exempt eomarraboth Sworn to and subscribed before me on this 16 day of August,2017, (the"Bonds-I,d' ,h"e°Borrr t°` ide funds for the Prefect. The FacitJNrs by above Affiant,who is personally known to me(X)or who has produced wilt be owned by the Borrower. rhe identification( ). Charier 5ciro0010 U A 00.0 Debre coroorwbn,or an afliate thereof or another entity chosen by the Borrower. The oorpOae w tet public hearing 410 !amply with the a9VhlonS Of Section VW Of the Code. The City will not 0ord will not be obligated on.rte sore, She nBMMs. when Issued, will be Signature of, otary Public ao:; 'out a n°`rte°gig. income and recelpd pledged to the payment thereof and derived from inform ogrMmend with the Borrower. and it CHERYL «M CHERYL ALLI nertheIssuer.theCty,Irte intee• AAV COMMISSION M FF940044 and JacFlorida, Osceola Florae(Wl ae e. or Me Cities"). nor County. Choral or Oscal° County. lwldo d EXPIRES NOvemoet 30 2019 thCanty. Floridalla obligated the `Counties"c In be obfabted 0,871348-0'S3 n d0O4,O}Seryu.canr par pay the itnC�et the al �B premium, eM Hans the payments of the Barr5Wer. The Bonds ono interest Hereon shall never (i) wedge the hfifingpower of the City.the Cities.the Lounges. the State of Fforioa erne-Staten Or any other political subdivision,o01utvic Name of Notary,Typed,Printed,or Stamped agency ormunicipality thereof within ype Pe Me meaning of any constitutional or statutory provision.(ill 00tfd art debt or indebtedness of t01he0 issuer,Me City.the Cities Confis.the Sada or env other political subdivision,public aaencv or municipality thereat within tet meaning of any constitutional or 'atuto.prohibition,f1111 or pledge the toll faith and Graaf Of the•Mauer,the City,the Cities,the Counties,the State, or anti .11t ice! sudlvlsten, public agency or rn.kleolity thereof. The Isfulr has M bring isomer. issuance w rte Bonds Is sublect a several conditions eclWing sotishatlory documentation and receipt of necessary approvals for the bowel.. At ret time and woes fixed for sold public hearing wt ono op0000 win be fi vet an apedrtanity to express their views for1 again'the proposal to ve approsaid Bonds dna the wan al finance. Prior to said public hearing. written comments mar be delivered to the Oak.City Hall, City Cork's Office 150 North Lakeshore Drive. Ocoee,Florida 31761. Ali persons are advised that,it her decide a appeal e• decision t by«C5134621 respect matter ici MIS meeting,they win Meda record of Ma p.Ceedinta, and ter such verbatim .*• e•day may need to*Mare that o a bethrecord M the Proceedings is mode, which retard includes 111e 0estmpw and evidence upon wMah'ed panel is to be basad. Ali Interested persons are invited a present ihelr comments,-I, ol at e Nag get niece Met forth above. Fallowing the hoaNng, a report • rnino Naos Public hearing will be submitted to the applicable elected representative respon,)ble tar aporovao the Issuance of Mb Bolds. In occordon ce with the Americans Ain, D iatai'Itles Act,Detains in need w a s°eelw OCConwntielatiOn to PafticiPote 001 in the proceedings shat contact the Office of the City Clark, 150 Norm L°kesMre Delve. Owen, Fterido 34761.04071 13105,at least 68 ars do M pa04 he . the netting.excluding Saturday and Sunday. 05513e71 01y411 SCHEDULE III 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 Iater 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: /"re l<v Title: ti 1.1"72,11,1 STATE OF FLORIDA ) COUNTY OF BYrv1. ar d ) The foregoing instrument was acknowledged before me this /c., day of Av4 , 2017,by '#'rl . Ra;Ko , the C Kai c rn of Renaissance Charte chools, Inc., on behalf of said corporation. I i /She >( is personally known to me or has produced as identification. Not. IF blic-State of FlOf My Commission Expires: Ani.35t 3„."015 41, 11rY