Loading...
HomeMy WebLinkAbout21-147 RESOLUTION NO.21-147 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF ST. LUCIE COUNTY, FLORIDA PROVIDING CONSENT TO THE FLORIDA DEVELOPMENT FINANCE CORPORATION TO THE ISSUANCE OF EDUCATIONAL FACILITIES REVENUE BONDS ON BEHALF OF RENAISSANCE CHARTER SCHOOL, INC. IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $57,500,000; AND PROVIDING AN EFFECTIVE DATE BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS (THE "BOARD") OF ST. LUCIE COUNTY,FLORIDA: WHEREAS, the Florida Development Finance Corporation(the "Issuer") was created by the Florida Development Finance Corporation Act, Chapter 288, Part X, Florida Statutes (the "Act") which provides, in part, that the Issuer may issue bonds to finance and refinance projects for the benefit of Florida businesses to enhance the economic development of the State of Florida (the "State"), provided that the Issuer has entered into an interlocal agreement with the local governmental agency in which the project will be located; and WHEREAS, the Issuer and the Board of County Commissioners of St. Lucie County, Florida(the "Board") have previously entered into an Interlocal Agreement, dated November 27, 2007, a copy of which is attached hereto as Exhibit "A" (the "Interlocal Agreement"), which permits the Issuer to issue bonds to finance and refinance projects located within the jurisdictional limits of St. Lucie County,Florida(the "County") subject to the Board's reserved right to consent to each such project; and WHEREAS, Renaissance Charter School, Inc. (the "Borrower") has requested the issuance of the Issuer's Educational Facilities Revenue Bonds (Renaissance Charter School, Inc. Projects), Series 2021, in multiple series of tax-exempt, taxable convertible and taxable bonds (collectively,the "Bonds"); and WHEREAS, the Borrower will use the proceeds of the Bonds to finance and refinance (including the refunding of certain outstanding revenue bonds issued by the Issuer in 2013 (the "Series 2013 Bonds") on behalf of the Borrower, (A) the cost of (or reimburse for prior expenditures for) construction, acquisition, improvement and equipping of certain charter school facilities located in Palm Beach County, Orange County, Duval County, and St. Lucie County (collectively, the "Projects"); (B) capitalized interest on the Bonds; and (C) pay costs and fund necessary reserves associated with the issuance of the Bonds; and WHEREAS, the Borrower anticipates that a portion of the Bond proceeds in an amount not to exceed$57,500,000 will be utilized to finance the following educational facilities(including certain improvements) located within the County: 1) Renaissance Charter School at Tradition(K- 8), located at 10900 SW Tradition Parkway, Port St. Lucie, Florida 34987, and 2) Tradition 4837-9754-6217 v.3 Preparatory High School (9-12), located at 10970 SW Tradition Parkway, Port St. Lucie, Florida 34987 (collectively,the "St. Lucie County Educational Facilities"); and WHEREAS, as a result of the Borrower's request and in light of the continued and anticipated economic benefits associated with the Project, the issuance of the Bonds for the purposes of financing and refinancing the Project is deemed to be in the best interests of the citizens of the County. NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners of St. Lucie County, Florida as follows: Section 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by reference. Section 2. Consent to Issuance of the Bonds. Based upon the foregoing, and solely for the purposes and pursuant to the terms of the Interlocal Agreement,the Board hereby consents to the issuance by the Issuer of the Bonds for the purposes of financing or refinancing the Project. Section 3. Limitation. The County shall have no responsibility with respect to the repayment of the Bonds. The Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of the County but shall be payable solely from the revenues pledged therefor pursuant to financing agreements entered into by and among the Issuer and the Borrower and/or parties other than the County prior to or contemporaneously with the issuance of the Bonds. The approval given herein shall not be construed as (a) an endorsement of the creditworthiness of the Borrower or the financial viability of the Project or the St. Lucie County Educational Facilities, (b) a recommendation to any prospective purchaser of the Bonds, (c) an evaluation of the likelihood of the repayment of the debt service on the Bonds, or(d) an approval of any necessary rezoning applications nor for any other regulatory permits nor to create any vested rights relating to the St. Lucie County Educational Facilities or the Project and the County shall not be construed by reason of its adoption of this resolution to have made any such endorsement, finding or recommendation or to have waived any of the County's rights or estopping the County from asserting any rights or responsibilities it may have in that regard. Section 4. Indemnification. The receipt of the Indemnification Certificate attached hereto as Exhibit B and incorporated hereby by reference is a material inducement to the Board in granting the approvals set forth herein. Section 5. Repealing Clause. All restrictions or resolutions or portions thereof in conflict herewith are, to the extent of such conflict, hereby superseded and repealed. 2 Section 5. Effective Date. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 1ST DAY OF JUNE, 2021. ATTEST: BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: Deputy Cler Jldot_ 4,4, Chair (Seal) a • m ; Co APPROVED AS TO LEGAL FORM AND ' CORRECTNESS: 15+/b.—County Attorney 3 EXHIBIT A Interlocal Agreement JOSEPH E.SMITH,CLERK OF THE CIRCUIT COURT SAINT LUCIE COUNTY 10:48 AM This instrument was prepared by or under the ORE BOOK 3153 PAGE 20259 t 2263 Doc Type:AGR supervision of(and after recording should be returned to): RECORDING: $44.00 Joseph B. Stanton, Esq. Broad and Cassel 390 N. Orange Ave. Suite 1400 (Space reserved for Clerk of Court) Orlando, Florida 32801 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT ("Agreement") dated this 27th day of November, 2007, is made by and between ST. LUCIE COUNTY, FLORIDA (the "County") and the FLORIDA DEVELOPMENT FINANCE CORPORATION (the"FDFC"). WHEREAS, the Legislature of the State of Florida (the "Legislature") adopted the Florida Development Finance Corporation Act of 1993 (the"Act"); and WHEREAS, the Legislature determined that it was necessary, in order to achieve the purposes of the Act, as amended,to create a special development finance authority to cooperate and act in conjunction with public agencies of Florida's state and local governments through interlocal agreements pursuant to the Florida Interlocal Cooperation Act of 1969, as amended (the"Interlocal Act"), in the promotion and advancement of projects related to economic development throughout the State of Florida(the"State"); and WHEREAS, the County and the FDFC wish to achieve the purposes set forth in Section 288.9602, Florida Statutes; and WHEREAS, pursuant to the Act the FDFC was created, with the power to function for any purposes of the Act within the corporate limits of any public agency once it has entered into an interlocal agreement with that public agency; and WHEREAS, the County desires to enter into an interlocal agreement with the FDFC to allow the FDFC to act within the corporate limits of the County. NOW,THEREFORE,the County and the FDFC agree as follows: Section 1. Authorization to Act The County and the FDFC agree that the FDFC will have the full right, power and authority to exercise all powers set forth in the Act within the County's corporate limits; provided, however, that the Board of County Commissioners of St. Lucie County reserves the right to consent to each project to be financed within the jurisdictional limits of the County, and to adopt and amend policies applicable to obtaining the consent required herein. The County hereby consents to the issuance by ORLI\PFCP\955838.1 39753/0002 AS rm 11/7/2007 1:45 PM FDFC of its Enterprise Bond Program Industrial Development Revenue Bonds (the "Bonds") pursuant to this Interlocal Agreement for the purpose of financing or refinancing the cost of acquiring, constructing, renovating, rehabilitating and improving leasehold improvements to certain airport facilities, including but not limited to such facilities leased by Volo Holdings Fort Pierce LLC from the County and located at 2982 Curtis King Boulevard, Fort Pierce, Florida. Section 2. Costs and Indebtedness The FDFC will be solely responsible for all indebtedness, liabilities,costs or expenses of the FDFC as permitted pursuant to the Act. The County will not be responsible for any indebtedness, liabilities, costs or expenses of the FDFC. Bonds, notes or other indebtedness issued by FDFC: a. will not constitute and will not be construed as a debt, liability, or obligation of the County, the State or any subdivision thereof; b. will not constitute and will not be construed as a pledge of the faith and credit or any taxing power of the County or the State or any subdivision thereof; and c. will be limited obligations of the FDFC payable solely from and secured by a pledge of payments made by the FDFC and other funds provided therefore; d. will not reference in any context, except for geographic purposes, the political subdivision of the State known as St. Lucie County on or within said bond, note or other form of indebtedness. Section 3. Notification to County The FDFC shall notify the County Administrator and the County Economic Development Council within twenty(20) days of receipt of an application for financing pursuant to the Act for projects located in the County. Section 4. FDFC Operations The FDFC will be responsible for administering its own affairs pursuant to the Act and this Agreement and will not be required to obtain any further approval, consent or authorization from the County, except as the Act or any other provision of applicable law or this Agreement may provide. Section 5. Effective Date of Agreement This Agreement is effective upon being filed with the Clerk of the Circuit Court of St. Lucie County, as required by law. 2 Section 6. Duration of Agreement The term of this Agreement will be for a one year period and shall automatically be renewed each year for an additional one year period unless the County or the FDFC provide written notice to the other party that the party wishes to terminate this Agreement. If that notice has been provided, this Agreement will terminate on or before sixty(60) days from the receipt of the notice. Such termination shall not affect any Bonds, notes or other indebtedness issued by FDFC pursuant to this Agreement prior to the effective date of any termination of this Agreement. Section 7. Severability If any one or more of the sections of this Agreement are held to be contrary to any express provision of law or contrary to any policy of express law, although not expressly prohibited, contrary to any express provision or provision of public policy or for any reason held invalid, then those sections will be null and void and will be deemed separate from any other sections of this Agreement. Section 8. Counterparts This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the County and the FDFC have caused this Agreement to be executed by their duly authorized representatives. [Signatures continue next page] 3 FLORIDA DEVELOPMENT FINANCE CORPORATION By: • - �✓-^� Its: eci-ar STATE OF FL RIDA COUNTY OF ( tic J SWORN TO AND SUBSCRIBED before me this I( day of - 'Cem bY.r- , 200 R by c)e -0 n LA)DOGet r01 c v who is personally known to me or_, / 1/ who produced �_�d n QLa -r r U G1-nS _ as identification. Si tune of Notary P lic 3,„,, (Print Name of Notary Public) Commission Expires: Commission# ,.a�y�N.,, GENNIVES BROWN " '`4z Nary Pubic•StaleFIod of ds •"} ,• Ay Commission Expires Feb 23,2011 11*,;":,',1,/fr Commission a DO 606113 [Signatures continue nextpage]a _ BondseTtlioupnWa6o,telNoler,ly ,, 4 ORLI\PFCP/955838.1 39753/0002 AS rm 11/7/2007 1:45 PM ST. LUCIE COUNTY,FLORIDA By: ts: Chairman ATTEST: _ ,' A= TO FOht�, 4 tApferin AND ,cba. AECTNESS: • • Clerk of the ircuit C STATE OF FLO�IA _ • COUNTY OF � C/�' SWORN TO AND SUBSCRIBED before me this ail day of IVOJI , 20 07 by PAuLl\ A . Leu.ils/ , who is personally known to me or Who produced as identification. o,T$'1 "°8, Carol A. Bishop Signature of Notary Public Commission#DD323640 ,,/ Expires May 26, 2008 p$ 9o..d.d Troy rein klaxon.*In 8004E-1019 (Print Name of Notary Public) Commission Expires: Commission# 5 ORL1IPFCR955838.1 39753/0002 AS rtn 11/72007 1:45 PM EXHIBIT B Indemnification Certificate INDEMNITY AGREEMENT St.Lucie County,Florida 2300 Virginia Avenue Fort Pierce,Florida Re: Renaissance Charter School Private Activity Bonds Issued By Florida Development Finance Corporation Ladies and Gentlemen: The undersigned, Renaissance Charter School Inc., a Florida not-for-profit corporation ("Renaissance"),hereby proposes to enter into the following agreement in its individual capacity, in consideration for the approval by St. Lucie County, Florida (the "County") Board of County Commissioners(the"Board"),pursuant to that certain Interlocal Agreement dated November 27, 2007 (the "Interlocal Agreement") between the County and Florida Development Finance Corporation("FDFC"),for FDFC to operate within the County and issue bonds(the"Bonds")for the benefit of Renaissance, the receipt and sufficiency of such consideration is hereby acknowledged by Renaissance,as follows: Section 1. Representations with respect to Renaissance. Renaissance represents and warrants to the County that: (a)Renaissance is and will be at the date of issuance of the Bonds a duly organized Florida not-for-profit corporation qualified to conduct business in Florida; (b) Renaissance is empowered and has duly authorized the execution and delivery of this Agreement to the County;(c)there is no action,suit,litigation,proceeding,inquiry or investigation at law or in equity or by or before any judicial or administrative court, agency, body or other entity, pending or, to the best of the knowledge of Renaissance, threatened against Renaissance or any of its properties, or any basis therefor, wherein an unfavorable decision, ruling or finding (1) would adversely affect the issuance, delivery, validity or enforceability of the Bonds or this Agreement,(2)might result in any materially adverse change in the corporate existence or powers of Renaissance, or is likely to result in any material adverse change in the business, properties, assets, liabilities or condition (financial or otherwise) of Renaissance, or (3) would otherwise materially adversely affect the ability of Renaissance to comply with its obligations under this Agreement; (d)no event or event with notice or lapse of time or both which would constitute a material event of default under any material agreement or instrument to which Renaissance is a party or by which Renaissance or its properties is or may be bound has occurred or is continuing: (e) Renaissance is authorized under the laws of the State of Florida to conduct the business represented by the charter school projects located within the County to be financed or refinanced with the proceeds of the Bonds (collectively, the "Project"), and has or will timely obtain, all material licenses, permits and approvals required to carry on and operate all of its properties, including all licenses, permits and approvals from state and municipal authorities required to 1 carry on and operate the Project,and to apply the proceeds of the Bonds in the manner described in the Indenture; and (f) Renaissance is not in violation of nor has it received any notice of an alleged material violation of any environmental, zoning, land use or other similar laws or regulations applicable to its properties. Section 2. Indemnification with Respect to the Project. (A) Renaissance will protect, indemnify and save the County and the members, officers,agents and employees of the County(the"Indemnified Parties"and each an"Indemnified Party"), harmless from and against all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees, disbursements and expenses of the County), taxes, causes of action, suits,claims,demands and judgments of any nature arising from: (i) any injury to or death of any person or damage to property in or upon the Project or growing out of or connected with the use,non-use,or condition of the Project or any part thereof that occurs while Renaissance is in possession and control of the Project,including any and all acts or operations relating to the construction or installation of property or improvements. The foregoing indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Renaissance, customers,suppliers or affiliated organizations under any Workers' Compensation Acts,Disability Benefit Acts or other employee benefit acts; (ii) violation by Renaissance of any material agreement, provision or condition of the agreements executed in connection with the issuance of the Bonds (collectively,the"Bond Documents"): (iii) violation by Renaissance of any contract, agreement or restriction relating to the Project which shall have existed at the date of the closing of the Bonds,and has been disclosed to Renaissance,or which shall have been approved by Renaissance or which Renaissance, in the exercise of reasonable diligence, should have had knowledge of; (iv) violation by Renaissance of any law, ordinance, court order or regulation affecting the Project or a part thereof or the ownership, occupancy or use thereof; (v) the Bond Documents to which Renaissance is a party or the transactions contemplated thereby;and 2 (vi) any statement or information relating to the expenditure of the proceeds of the Bonds executed by Renaissance at the date of the closing of the Bonds which,at the time made,is misleading,untrue or incorrect in any material respect. (B) Promptly after receipt by the County of notice of the commencement of any action with respect to which indemnity may be sought against Renaissance under this Section, such person will notify Renaissance in writing of the commencement thereof, and, subject to the provisions hereinafter stated,Renaissance shall assume the defense of such action(including the employment of counsel, who shall be counsel satisfactory to the County, and the payment of expenses). Insofar as such action shall relate to any alleged liability with respect to which indemnity may be sought against Renaissance,the County may employ separate counsel in any such action and participate in the defense thereof. Section 3. Indemnification with respect to the Tax Exemption of the Bonds. (A) To the extent the Bonds are issued a tax-exempt bonds under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), Renaissance will protect, indemnify and save the County and the members,officers,agents and employees of the County(all of such indemnified parties being herein referred to as"Indemnified Parties"),harmless from and against all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees, disbursements and expenses of the County) or taxes owed to third parties arising out of any causes of action, suits, claims, demands and judgments of any nature arising from an event of taxability in respect of the Bonds. For purposes hereof,an event of taxability shall be deemed to occur when the Internal Revenue Service delivers written notice to FDFC, the trustee or fiscal agent for the Bonds or any holder of the Bonds that the interest on the Bonds is no longer excluded from gross income for purposes of federal income taxation under Section 103 of the Code. (B) In case any claim shall be made or action brought against an Indemnified Party based upon an event of taxability, in respect of which indemnity may be sought against Renaissance, such Indemnified Party shall promptly notify Renaissance in writing setting forth the particulars of such claim or action and Renaissance shall assume the defense thereof, including the retaining of counsel and the payment of all expenses(including,without limitation, the costs of any investigation or preparation that may be required). Each Indemnified Party shall have the right to retain separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the retaining of such counsel has been specifically authorized by Renaissance. If Renaissance shall not have retained counsel for the defense of any such action or if any Indemnified Party shall be advised and reasonably conclude that there may be defenses available to it which are different from or additional to those available to Renaissance, Renaissance shall not have the right to direct the defense of action on behalf of any such Indemnified Party and such Indemnified Party shall have the right to retain separate counsel in any such action and to 3 participate in the defense thereof,and the fees and expenses of such counsel shall be assumed by such Indemnified Party. Section 4. Limitation on Liability Arising out of Settlements. Notwithstanding anything herein to the contrary,Renaissance shall not be liable to any Indemnified Party for any amount resulting from any settlement of a claim otherwise covered by the Agreement if and to the extent such settlement is made without the prior written consent of Renaissance. Section 5. Parties and Interests;Survival of Representations. This Agreement is made solely for the benefit of the County and no other person,partnership, association or corporation shall acquire or have any rights hereunder or by virtue hereof, and no Indemnified Party may assign its rights or benefits hereunder to any person without the prior written consent of Renaissance. All representations and agreements by Renaissance in this Agreement shall survive the delivery of and payment for the Bonds, or any assignment by Renaissance of its obligations under the Bond Documents, provided that said representations shall speak only as of the date hereof. Furthermore, prior to or concurrently with any assignment by Renaissance of its obligations under the Bond Documents, Renaissance shall obtain and deliver to the County an indemnity agreement from such assignee to the County in substantially the form of this Agreement or such other form as shall be acceptable to the County. Section 6. Miscellaneous. This Agreement may be executed in several counterparts, each of which,when so executed,shall be deemed to be an original,and such counterparts shall together constitute one and the same instrument. Section 7. Governing Law. This Agreement shall be governed by the laws of the State of Florida. [The remainder of this page intentionally left blank] 4 IN WITNESS WHEREOF,the parties have caused their duly authorized representatives to execute and deliver this Indemnity Agreement as of the 1st day of June,2021. RENAISSANCE CHARTER SCHOOL INC., a Florida not-for-profit corporation 741 By: Name: 1-Ac \c() Title: '1�jUO+rL), O c c ►+r WITNESS (Signature page to Renaissance Indemnity Agreement) 5