Fort Walton Beach Resolution — 2020-02--Bonds for Liza Jackson School — reading text

RESOLUTION 2020- 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA, APPROVING, SOLELY FOR THE LIMITED PURPOSES OF SECTION 147( OF THE INTERNAL REVENUE CODE AND SECTION 163. 01 OF THE FLORIDA STATUTES, AUTHORIZING THE ISSUANCE BY THE CAPITAL TRUST AGENCY OF ITS EDUCATIONAL FACILITIES REVENUE BONDS ( LIZA JACKSON PREPARATORY SCHOOL, INC. PROJECT), SERIES 2020, IN ONE OR MORE SERIES PURSUANT TO A PLAN OF FINANCE, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED$ 20,000,000, FOR THE PURPOSE OF FINANCING THE FACILITIES HEREIN DESCRIBED; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council ( the " City Council") of the City of Fort Walton Beach, Florida ( the " City"), has been informed that the Capital Trust Agency ( the " Agency") proposes to issue amount not exceeding $ 20, 000, 000 of its Educational Facilities Revenue a principal Bonds ( Liza Jackson Preparatory School, Inc. Project), Series 2020, in one or more series ( the Bonds"), the proceeds of which will be loaned to Liza Jackson Prepazatory School, Inc., a Florida not- for-profit corporation, and/ or one or more related and/ or affiliated entities collectively, the " Borrower"), for the purpose of( i) financing or refinancing, including through reimbursement ( a) the construction, installation and equipping of a new two-story approximately 78, 000 square foot charter school facility( the` Vew Facility") to accommodate projected enrollment of approximately 1, 048 students in grades Pre K-8 at m imum capacity, including related facilities, fixtures, furnishings and equipment, located on an approximately 11. 94 acre site at 1127 Hospital Drive, Fort Walton Beach, Florida ( the " New School Site"), and ( b) the improvements of certain capital improvements to the approximately 32, 164 square foot e sting facility also located on the New School Site ( the " Existing Facility" and together with the New Facility, collectively, the Facilities") to be known as the Liza Jackson Preparatory School; ( ii) the funding of a debt service reserve fund for the Bonds; ( iii) the funding of capitalized interest for the Bonds; and ( iv) the payment of certain costs of issuing the Bonds( collectively, the" Project"); 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 that a public hearing be held and the issuance of the Bonds be approved for the purposes of Section 147( of the Internal Revenue Code of 1986, as amended ( the " Code"), and Section 163. 01, Florida Statutes, as amended ( the " Interlocal Act"); and WHEREAS, Kareem J. Spratling, Esquire, of Bryant Miller Olive P.A, as hearing officer the " Hearing Officer"), conducted the public hearing related to the Bonds, on behalf of the City, as required by Section 147( of the Code; and WHEREAS, according to the report of the Hearing Officer submitted to the City Council, a copy of which is attached hereto as Exhibit C ( the " Report of the Hearing Officer"), following notice by publication in the Northwest Florida Daily News on May 19, 2020, at least seven ( 7) days prior to May 26, 2020, proof of which is attached hereto as E ibit A ( the davit of Publication"), a public hearing was held before the Hearing Officer on behalf of the City on May 26, 2020, during which comments and discussions concerning the plan of finance and concerning the issuance of the Bonds by the Agency to finance the Project were requested and, if there were any such comments or discussions, heard, as required by Section 147( of the Code; and WHEREAS, a copy of the Report of Hearing Officer indicates said public hearing  RESOLUTION 2020- 2 disclosed no compelling reason why the Bonds should not be issued; and WHEREAS, the Borrower and the Agency have requested the City Council provide limited approval of the issuance of the Bonds by the Agency for purposes of Section 147( of the Code and the Interlocal Act; and WHEREAS, the Bonds, when issued by the Agency, will be special, limited obligations of the Agency payable solely from the proceeds to be derived from the repayment of the related loan to the Borrower or from the security pledged therefor by the Borrower, and the Ciiy will not be the issuer of the Bonds nor will the City be obligated to pay the Bonds or have any obligation or liability pecuniary or otherwise in any respect whatsoever with respect to the Bonds or the Project; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WALTON BEACH, FLORIDA, AS FOLLOWS: SECTION 1. Findings. The City Council hereby finds, detertnines and declazes as follows: A. The matters set forth in the " WHEREAS" clauses above are hereby ratified and affirmed. B. The City Council is the elected legislative body of the City, and the City has jurisdiction over the entire area in which the Facilities are located. C. The City Council has determined, based solely upon representations and information provided by the Borrower and without any independent investigation or research by the City, that the issuance of the Bonds by the Agency to finance the Project: ( i) is appropriate to the needs and circumstances of, and will make contribudons to the economic growth of the City, (ii) will provide or preserve gainful employment, ( iii) will provide education and promote commerce within the State of Florida ( the " State"), or ( iv) will serve a public purpose by advancing the economic prosperity, and the general welfare of the State and its people by providing for educational facilities within the meaning of Chapter 159, Part II, Florida Statutes. D. Based solely upon representations and information provided by the Borrower, the City will be able to cope satisfactorily with the impact of the construction, installation, equipping and improvement of the Facilities by the Borrower and will be able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the operation, repair, and maintenance of the Facilities and on account of any increases in population or other circumstances resulting therefrom. SECTION 2. Approval for Puraoses of Section 147( fl of the Code. For the purposes of Section 147( of the Code, the City Council hereby: ( i) accepts the service of the Hearing Officer and the Report of Hearing Officer; and ( ii) approves the issuance of the Bonds by the Agency in one or more series, in an aggregate principal amount not exceeding $20,000,000. SECTION 3. Anproval for Purnoses of the Interlocal Act. A. For the purposes of the Interlocal Act, the City authorizes the Agency to issue the Bonds in a principal amount not exceeding $ 20, 000, 000 and to loan the proceeds thereof to the  RESOLUTION 2020- 2 Borcower to finance or refinance the Project. The Agency is hereby authorized to exercise all powers relating to the issuance of the Bonds vested in the City Council pursuant to the Constitution and the laws of 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 Project 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. B. The City shall not be liable for any costs of issuing the Bonds or the costs incurred by it in connection with the preparation, review, execution or approval of any documentation or opinions required to be delivered in connection therewith by the City or counsel to any of them. All of such costs shall be paid from the proceeds of the Bonds or from other moneys of the Borrower. C. The Bonds shall not constitute an indebtedness or liability of the City. SECTION 4. Pavment of Fees and Costs by Borrower. T'he fees and expenses of the City sha11 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. SECTION 5. No LiabiGtv or Endorsement. The City shall have no obligation, financial or otherwise, with respect to the Bonds, and the approval given herein by the City Council shall not be deemed or construed to create any obligation or liability, pecuniary or otherwise, of the City, in connection with either the Bonds or the Project in any respect whatsoever and the Agency shall so provide in the documents related to the issuance of the Bonds. The general credit or taxing power of the City or the State or any political subdivision or public agency thereof shall not be pledged to the payment of the Bonds. No statement, representation or recital made herein shall be deemed to constitute a legal conclusion or a determination by the City that any particulaz action or proposed action is required, authorized or permitted under the laws of the State or the United States of America. No recourse under or upon any obligation, covenant or agreement of this Resolution or the Bonds or any agreement executed in connection with the Bonds, or for any claim based thereon or otherwise in respect thereof, shall be had against any City Council member, the City Manager, the City Clerk or the City Attorney or any other City staff or professionals retained by the City in connection with the issuance of the Bonds, as such, past, present or future, either directly or through the City, it being expressly understood ( a) that no personal liability whatsoever shall attach to, or is or shall be incurred by, the City Council members, the City Manager, the City Clerk or the City Attorney or any other staff of the City or professionals retained by the City in connection with the issuance of the Bonds, as such, under or by reason of the obligations, covenants or agreements contained in this Resolution or implied therefrom, and b) that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such Council member, the City Manager, the City Clerk or the City Attorney or any other staff of the City or professionals retained by the City in connection with the issuance of the Bonds, as such, are waived and released as a condition of, and as a consideration for, the execution of this Resolution on the part of the City.  RESOLUTION 2020- 2 The approval given herein shall not be construed as: ( i) an endorsement of the creditworthiness of the Borrower or the financial viability of the Project, ( ii) a recommendation to any prospective purchaser to purchase the Bonds, ( iii) an evaluation of the likelihood of the repayment of the debt service on the Bonds, or ( iv) approval of any necessary rezoning applications or approval or acquiescence to the alteration of existing zoning or land use nor approval for