2017-015 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
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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.
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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,
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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]
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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
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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: