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

CLUOINCa SATURDAY Es R IS INTENDED THAT AND 6UNDAY. 1tYCOAMIfSS1ON A QG 25W 3 TNIS TELEPHONiC e EXPQZES: NOYMIIb8712, 20I2 PUBLIC HEARMO pt/= 020 6HALLCOMPLYWlTH 6/ 4/ 1YDN 6aM dTlruNo M,p THE GOVERNOR'8 FX- ECUTiVE ORDEH. Notary i NUMBER 20- Y1. RE•' NOtBiI' PUbI1C pARpINO ESSEPITIAL gEpVICES AND ACTN•  EXHIBIT B INDEMNIFICATION CERTIFICATE OF THE BORROWER The undersigned hereby certifies that he or she is authorized to execute and deliver this Indemnification Certificate of the Borrower and further represents, on behalf of Liza Jackson Preparatory School, Inc., a Florida not for profit corporation, and/ or one or more related and/ or affiliated entities ( collectively, the " Borrower"), the following ( capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the resolution adopted by the City Council ( the " City Council") of the City of Fort Walton Beach, Florida ( the " City") on June 9, 2020 regarding the hereinafter defined Bonds( the" City Resolution")): 1) At the request of the Borrower, the Capital Trust Agency ( the " Agency") proposes to issue a principal amount not exceeding$ 20, 000,000 of its Educational Facilities Revenue Bonds ( Liza Jackson Preparatory School, Inc. Project), Series 2020 ( the " Bonds"), the proceeds of which will be loaned to 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 " New Facility") to accommodate projected enrollment of approximately 1, 048 students in grades Pre K- 8 at maximum 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 existing 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"); 2) The issuance of the Bonds to finance the Project: ( i) is appropriate to the needs and circumstances of, and will make contributions to, the economic growth of the City,( ii) will provide or preserve gainful employment,( iii) will provide education and promote commerce within 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; 3) The City will be able to cope satisfactorily with the impact 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; B- 1  4) 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 Internal Revenue Code of 1986, as amended ( the " Code"), and Section 163. 01, Florida Statutes, as amended ( the " Interlocal Act"); 5) The Borrower has requested a public hearing be held on behalf of and accepted by the City, and that the City approve the issuance of the Bonds for purposes of Section 147( f) of the Code; and 6) The City desires indemnification from the Borrower as a material inducement to the City Council granting the foregoing approval. NOW THEREFORE, THE UNDERSIGNED, ON BEHALF OF THE BORROWER, DOES HEREBY: Agree to defend the City and its officials, employees, attorneys, professionals and agents and the members of the City Council, and hold the City and its officials, employees, attorneys, professionals and agents and the members of the City Council, harmless against any and all claims, losses, liabilities or damages to property or any injury or death of any person or persons occurring in connection with the issuance of the Bonds or the acquisition or operation of the Project by or on behalf of the Borrower, including in the case of any and all negligence of such indemnitee, or in any way growing out of or resulting from the Project or from the issuance, sale or delivery of the Bonds, including, but not limited to, liabilities or costs arising under the Code, the Securities Act of 1933, the Securities Exchange Act of 1934 or any applicable securities law of the State, including, without limitation, all costs and expenses of the City, including reasonable attorneys' fees, incurred in connection therewith. Remainder of Page Intentionally Left Blank] B- 2  IN WITNESS WHEREOF, the Borrower has executed this Indemnification Certificate of 1''` the Borrower this day of' Y10. 2020. T, LIZA JACKSON PREPARATORY SCHOOL, INC., a F orida not for profit corporation By: ,._ 2.- - Name: i• 1 2:. b«-- c ItS: C.' 4.; c1 f Y- ec_: v 011 cce.- Signature Page Indemnification Ce tificate of the Bonower] B- 3  EXHIBIT C FORM OF REPORT OF HEARING OFFICER LIZA JACKSON PREPARATORY SCHOOL, INC. This instrument shall constitute the official report of the undersigned designated official of the Capital Trust Agency ( the " Agency"), a legal entity duly created and a public agency duly organized and existing under Chapter 163, Part I, and Chapter 617, Florida Statutes, and established and empowered by the provisions of Chapter 159, Part II, Florida Statutes, Chapter 163, Part I, et seq., Chapter 166, Part II, Florida Staiutes, Chapter 617, Florida Statutes, for and on behalf of the City of Fort Walton Beach, Florida ( the " City"), in connection with the proposed issuance of the Agency' s not exceeding $ 20, 000,000 Educational Facilities Revenue Bonds ( the Bonds") on behalf of Liza Jackson Preparatory School, Inc., a Florida not for profit corporation, the " Borrower"), whose principal and/ or one or more related and/ or affiliated entities ( collectively, business is 546 Mary Esther Cut Off, Suite 1, Fort Walton Beach, Florida 32548. The place of proceeds of the Bonds will be loaned to the Borrower for the purpose of financing or refinancing, including through reimbursement (i) the construction, installation, equipping and improvement of an approximately 78,000 square foot charter school facility to accommodate approximately 978 students in grades K-8 at full occupancy, including related facilities, fixtures, furnishings and equipment, located at 1127 Hospital Drive, Fort Walton Beach, Florida, to be known as the Liza Jackson Preparatory School ( the " Facility"); ( 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. The public hearing was duly advertised in the Northwest Florida Dail News, a newspaper of general circulation in the jurisdiction of the City, on May 19, 2020. The proof of publication to me at such hearing, and a copy of which is attached hereto as Exhibit " A" ( the was presented Notice"). The hearing commenced at the time and location stated in the Notice. At such hearing, interested individuals were afforded reasonable opportunity to express their views, both orally and in writing, on all matters pertaining to the plan of finance and the financing of the Facilities. Information about the proposed Bonds, the location of the Facilities, and the proposed use of the proceeds were presented. When the information had been presented, opportunity was given for members of the public in attendance