Attorneys at Law One Tampa City Center Suite 2700 Tampa, FL 33602 Tel 813.273.6677 Fax 813.223.2705 www.bmolaw.com October 3, 2018 Robert Kapusta, Jr., Esq. Fisher & Sauls, P.A. 100 Second Avenue South, Suite 701 St. Petersburg, FL 33701 Noreen Hodges 4556 Great Lakes Drive South Clearwater, FL 33762 Christopher Brennan VP for Business & Finance Eckerd College 4200 54th Avenue South St. Petersburg, FL 33711 Diana Silveira 1658 Virginia Avenue Palm Harbor, FL 34683 Re: Ladies and Gentlemen: Grace Smith 4556 Great Lakes Drive South Clearwater, FL 33762 Donald S. Crowell, Esq. Managing Assistant County Attorney Pinellas County Attorney's Office 315 Court Street, 6th Floor Clearwater, FL 33756 Meeting of the Pinellas County Educational Facilities Authority William (Bill) M. Berger, Director Pinellas County Office of Management and Budget 14 South Fort Harrison Avenue, 5th Floor Clearwater, FL 33756 Please find enclosed the agenda and related materials for the special meeting being held on Friday, October 5, 2018 at 4:00 p.m. The meeting will be held in the St. Petersburg College EpiCenter, 1380 5 58th Street N., Room 1-200, Clearwater, Florida. Thank you in advance for your participation and attendance! Please contact me at (813) 273-6677 with any questions. Sincerely, GED:del Enclosures cc: Kareem J. Spratling, Esq. Grace E. Dunlap j:\wdox\docs\clients\4314\00\corr\01406342.doc Atlanta. Jacksonville. Miami. Orlando. Tallahassee. Tampa. Washington, DC
PINELLAS COUNTY EDUCATIONAL FACILITIES AUTHORITY FRIDAY, OCTOBER 5, 2018 4:00 P.M. St. Petersburg College EpiCenter 13805 58th Street North, Room 1-200, Clearwater, Florida 33760 A G E N D A I. Call to Order by Chairman; consideration of minutes from the December 21, 2017 meeting. II. III. Consideration of Inducement Resolution regarding Pinellas County Educational Facilities Authority Revenue Bonds (Pinellas Academy of Math and Science Project), Series 2018 Other business to come before the Authority agenda 10-5-2018 (special meeting) (01406341).doc
MINUTES OF PINELLAS COUNTY EDUCATIONAL FACILITIES AUTHORITY MEETING THURSDAY, DECEMBER 21, 2017 Members Present Robert Kapusta, Chairman Noreen Hodges, Secretary Christopher Brennan, Assistant Secretary Grace Smith, Member Diana Silveira, Member Also Present Donald Crowell, Esq., Pinellas County Attorney Liaison William Berger, Pinellas County Administrator Liaison Grace Dunlap, Bryant Miller Olive P.A., Bond Counsel Danielle Ward-Kaiser, Bryant Miller Olive P.A., Recording Secretary Tony Pemble, Admiral Farragut Academy, CFO Karen Moore, Shorecrest Preparatory School, Inc., CFO Call to Order. The meeting was held in the St. Petersburg College EpiCenter, 13805 58th Street N, Clearwater, Florida 33760. The Chairman called the meeting to order at 4:10 p.m. and confirmed a quorum was present. Admiral Farragut Academy, Inc. Robert Kapusta announced his voting conflict of interest and submitted an executed Memorandum of Voting Conflict for inclusion in the minutes (attached hereto). Grace Dunlap introduced an Authorizing Resolution for consideration by the Authority approving the financing and documents for the benefit of Admiral Farragut Academy (the "Academy"). Grace Dunlap advised the Authority that the Pinellas County Board of County Commissioners approved the TEFRA Resolution and that Tony is in the process of negotiating terms with contractors and banks and that the matter is scheduled to close next month. Grace advised that the series designation has been updated to Series 2018 rather than Series 2017. Tony Pemble, CFO of Admiral Farragut advised that the school has obtained a commitment from BankUnited for the $9,500,000 financing and that the school is in the midst of a capital campaign to raise funds towards the financing the approximate 26,000 square foot building which includes a preforming arts center, office space and additional classroom space and that the financing is expected to close January 11, 2018. Mr. Pemble also advised that they already have approximately $1,000,000 invested into the project and that there is a contractor lined up. Noreen Hodges inquired information on contractor. Mr. Pemble explained that it is a local contractor, Gill Bane. Pinellas County Educational Facilities Authority Meeting Minutes of December 21, 2017 Page 1 of 3
Noreen Hodges inquired on how the Capital Campaign is coming along. Mr. Pemble stated that they have raised approximately $3,000,000 of the $4,000,000 goal and that contributions are mainly from Alumni to date and they expect to raise the full goal by beginning of 2018. They are hoping to reach $5,000,000 and the cut off for contributions are never ending. Noreen Hodges requested information on the bank's location. Mr. Pemble and Ms. Dunlap advised that BankUnited is local and has several offices through the State of Florida including in Pinellas and Hillsborough Counties. Noreen Hodges inquired additional information on the Raytheon contamination which was in an area somewhat near the school's campus and how the Academy planned on assuring that the soil not contaminated. Mr. Pemble, responded that there soil and environmental testing has been performed and they are no signs of Raytheon contamination. Christopher Brennan inquired about changes in project scope since the previous meeting. Mr. Pemble replied that there are no changes to the project at this time. Noreen Hodges inquired about goals for future construction beyond the current project. Mr. Pemble explained that the next project is to build marine science center on some previously owned anchorage on the water. Right now the land is used for sailing and occasionally the marine science group utilizes the space off Park Street. Noreen Hodges inquired about the percentage of students to go onto the military from Admiral Farragut. Mr. Pemble replied that approximately 5% of alumni enter the military upon graduation and that alumni provide Navy contacts. There are 3-4 retired naval officers on campus and alumni take advantage of the numerous ROTC scholarships and other connections. Mr. Pemble explained that most people attend Admiral Farragut as a leadership academy, the Academy stresses marine science. The Academy is one of the lesser expensive boarding schools in the country and students and parents are seeking military background and discipline for their students along with recommendations upon completion of the program. Noreen Hodges requested information on the outlook of the Academy. Mr. Pemble advised that the outlook is as strong as ever, they have educational liaisons throughout the country. There being no further discussion, Noreen Hodges made a motion to approve the Authorizing Resolution, seconded by Diana Silva. Motion Approved. Grace Dunlap advised Christopher Brennen and Noreen Hodges that she would contact them directly to schedule pre-closing on the Admiral Farragut matter. Pinellas County Educational Facilities Authority Meeting Minutes of December 21, 2017 Page 2 of 3
Shorecrest Preparatory School, Inc. Chairman Kapusta took the gavel back over, to introduce the Authorizing Resolution for the Shorecrest Preparatory School, Inc. Grace Dunlap explained to the Authority that the School was working with TD Bank, N.A. in order to finance the construction of additional educational and leisure space for students along with a second story build out for new middle and upper class students. Grace introduced Karen Moore, CFO of the school. Karen passed out plans and details of the future construction and plans and explained that the school is currently in their silent phase of requesting funding and plans to go public in January 2018. Noreen Hodges inquired on what makes Shorecrest School special? Karen explained that they focus on Academics, Arts, Athletics, Technology and with the buildout they will have an area to have outdoor classroom time and the upper class students will have an opportunity to intermingle with the younger students which will promote community. She also explained that with the buildout they are going to convert 40,000 square foot of old structure into a media, robotics and 3-D imaging area. Christopher Brennan inquired on if they had already selected architects and construction. Karen responded that they are going with I-Constructors and Howard Jolley, Architect. There being no further discussion, Chairman Kaputsa made a motion to approve the Authorizing Resolution, seconded by Christopher Brennan and Noreen Hodges. Motion Approved. Adjournment. There being no further Authority business, the meeting was adjourned by the Chairman at 4:31 p.m. 01336545.doc Pinellas County Educational Facilities Authority Meeting Minutes of December 21, 2017 Page 3 of 3
RESOLUTION A RESOLUTION PROVIDING FOR CERTAIN INITIAL MATTERS REGARDING THE ISSUANCE OF REVENUE BONDS OF THE PINELLAS COUNTY EDUCATIONAL FACILITIES AUTHORITY, IN AN ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $18,350,000 FOR THE PURPOSE OF FINANCING EDUCATIONAL FACILITIES ON BEHALF OF ADVANTAGE ACADEMY OF PINELLAS, INC. D/B/A PINELLAS ACADEMY OF MATH AND SCIENCE; PROVIDING AN EXPRESSION OF OFFICIAL INTENT FOR PURPOSES OF REIMBURSEMENT; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Pinellas County Educational Facilities Authority (the "Issuer") was created pursuant to Chapter 243, Part II, Florida Statutes, and the Board of County Commissioners (the "Board") of Pinellas County, Florida (the "County"), found and determined that there is a need for the Issuer to function in the County, and the Issuer has been duly constituted and organized in the manner prescribed by law; and WHEREAS, the Board, pursuant to Chapter 159, Part II, Florida Statutes, has designated the Issuer as a "local agency" under Chapter 159, Part II, Florida Statutes (together with Chapter 243, Part II, Florida Statutes, the "Act"), and authorized the Issuer to provide financing for "projects" as defined in Section 159.27(5), Florida Statutes, on behalf of educational providers; and WHEREAS, the Issuer has been requested by Advantage Academy of Pinellas, Inc. d/b/a Pinellas Academy of Math and Science, a Florida not-for-profit corporation and a charter school organized and recognized as an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "School") to assist the School by undertaking an issuance of bonds and making a loan for the purpose of (i) financing and reimbursing the cost of the acquisition, equipping and undertaking improvements to an existing approximate 45,000 square foot charter
school facility to accommodate up to approximately 900 students in grades kindergarten through eighth located at 1775 South Highlands Avenue, Clearwater, Florida, including related facilities, fixtures, real property, furnishings, and equipment, and (ii) paying a portion of the costs of issuance of the Bonds (collectively, the "Project"); and WHEREAS, the School is currently working to structure matters properly in order to finance the Project and has made its initial preparations for the financing including a presentation to the Issuer; and WHEREAS, the Issuer desires to indicate its initial willingness to issue its not to exceed $18,350,000 aggregate principal amount of Pinellas County Educational Facilities Authority Revenue Bonds (Pinellas Academy of Math and Science Project), Series 2018 (the "Bonds"), in one or more series, for the purpose of financing and reimbursing certain costs of the Project and paying certain costs of issuance; and WHEREAS, the Issuer has been advised by the School that the Bonds will be sold only to "Qualified Institutional Buyers" as defined under Rule 144A of the Securities and Exchange Commission or "Accredited Investors" as defined in Regulation D of the Securities and Exchange Commission, each as promulgated under the Securities Act of 1933, as amended; and WHEREAS, the School is authorized by law to enter into agreements to pay from legally available funds of the School sufficient moneys to the Issuer to repay the Bonds with interest and other charges; BE IT RESOLVED by the members of the Pinellas County Educational Facilities Authority, Pinellas County, Florida, that: 2
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act, and other applicable provisions of law. SECTION 2. FINDINGS. Based upon materials presented and the presentation provided by the School and its consultants, it is hereby found, ascertained, determined and declared that: (A) The Issuer is located in Pinellas County, and is authorized and empowered by the Act to provide for the issuance of and to issue and sell its revenue bonds for the purpose of paying all or any part of the cost of any "project", as that term is defined in the Act; and (B) Advantage Academy of Pinellas, Inc. d/b/a Pinellas Academy of Math and Science, a not-for-profit corporation and a charter school organized, existing and in good standing under the laws of the State of Florida and authorized to do business in the State of Florida and a qualified 501(c)(3) organization as set forth in the Code, has informed the Issuer of its intent to finance the Project, and has made a request to the Issuer to finance such Project through the issuance of revenue bonds for the Project; and (C) The School has requested the Issuer to exercise its powers to issue revenue bonds, pursuant to the Act, for the purpose of financing and refinancing the Project; and (D) In order to promote development and the economic growth of Pinellas County and the industrial economy of the State of Florida, to increase opportunities for gainful employment through better education, to advance and improve the economic prosperity and the general welfare of the State and its people, it is desirable that the Issuer provide for a statement of its initial intent to undertake the issuance and sale of the Bonds and that the Issuer use the proceeds thereof to pay any "cost" (as defined in the Act) of the Project; and 3
(E) The Issuer is willing to and does herein authorize the School to finance the Project for the School from proceeds of the sale of its revenue bonds, and to loan the proceeds to the School, such loan to be payable by the School in installments sufficient to pay the principal of, premium (if any), interest and other costs due on such revenue bonds when and as the same become due; and (F) The School has shown that the Project will help to fill the need for educational facilities in Pinellas County and will constitute an "educational facility" as identified in Section 159.27(22), Florida Statutes; and (G) The Project will make a significant contribution to the economic growth of Pinellas County and the area in which it is located, will assist in providing educational instruction and will serve a public purpose by advancing the economic prosperity and the general health and welfare of the State of Florida and its people; and (H) The Issuer finds, based upon representations of the School, that Pinellas County will be able to continue to cope satisfactorily with the impact of the Project and is able to provide, or cause to be provided when needed, the public facilities, including utilities and public services, that will be necessary for the construction, operation, repair and maintenance for the Project and on account of any increase in population or other circumstances resulting therefrom; and (I) It is believed essential by the School that the financing of the Project commence at the earliest practical date, and the School is unwilling to make commitments for its purchase of the Project without satisfactory assurances from the Issuer that, upon satisfaction of all requirements of law and upon an underwriting of the Bonds to provide proceeds to undertake the 4
loan and satisfaction of any requirements of the County and the Issuer and other conditions to be met by the School, the revenue bonds will be issued and sold and the proceeds thereof will be made available to finance the Project, to the extent of such proceeds; and (J) Based upon representations of the School, the School is financially responsible and fully capable and willing to fulfill its obligations under the proposed financing agreement, including the obligation to make installment payments on the loan for the Project financed with the proceeds of the sale of the bonds in the amount and at the times to be required by a financing agreement; the obligation to operate, repair and maintain such Project at its own expense; and to serve the purpose of the Act and other responsibilities to be imposed under a financing agreement or other bond documents, due consideration having been given to various factors determinative of the financial capability of the School; and (K) The Bonds shall and will be payable from the revenues and proceeds derived by the School and will not constitute a debt, liability or obligation of the Issuer, Pinellas County, the State of Florida or of any political subdivision thereof; the Issuer shall not be obligated to pay the same nor interest, premiums (if any) or costs thereon except from the revenues and proceeds pledged therefor, and neither the faith and credit nor the taxing power of Pinellas County or the State of Florida or of any political subdivision thereof will be pledged to the payment of the principal, premium (if any), interest, or costs due pursuant to or under such Bonds. SECTION 3. OFFICIAL INTENT. This Resolution is an "initial resolution" and is the Issuer's declaration of "official intent" within the meaning of the Act and official action toward issuance of the Bonds for purposes of Sections 103 and 141 through 150 of the Internal Revenue 5
Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, including, but not limited to Section 1.103-18, as amended. SECTION 4. RECOMMEND APPROVAL BY COUNTY. The Issuer hereby recommends that the Board hold a public hearing on October 23, 2018, duly noticed in order to consider the approval of the issuance of the Bonds on behalf of the School and requests that bond counsel proceed with the necessary actions in order to receive the Board approval. The Issuer further recommends that the Board approve the issuance of the Bonds by the Issuer. SECTION 5. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict herewith, to the extent of such conflicts, are hereby superseded and repealed. adoption. SECTION 6. EFFECTIVE DATE. This resolution shall be effective immediately upon its Passed and adopted at a special meeting of the Pinellas County Educational Facilities Authority held on the 5th day of October, 2018. PINELLAS COUNTY EDUCATIONAL FACILITIES AUTHORITY (SEAL) ATTEST: By: Name: Robert Kaputsa, Jr. Title: Chairman By: Name: Noreen Hodges Title: Secretary j:\wdox\docs\clients\25132\018\ordres\01406296.doc 6