RESOLUTION A RESOLUTION PROVIDING FOR THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, IN AN ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,250,000 FOR THE PURPOSE OF PAYING ALL OR ANY PART OF THE COST WITH RESPECT TO THE FINANCING AND REFINANCING OF THE ACQUISITION, EQUIPPING AND IMPROVING OF CERTAIN EDUCATIONAL FACILITIES TO BE OWNED BY ADVANTAGE ACADEMY OF HILLSBOROUGH, INC., A FLORIDA NONPROFIT CORPORATION, D/B/A INDEPENDENCE ACADEMY, CHANNELSIDE ACADEMY MIDDLE SCHOOL, CHANNELSIDE ACADEMY OF MATH AND SCIENCE AND ADVANTAGE ACADEMY OF HILLSBOROUGH, AND/OR ONE OR MORE RELATED AND/OR AFFILIATED ENTITIES (COLLECTIVELY, THE "BORROWER"); RATIFYING THE PUBLICATION OF A TEFRA NOTICE AND TAKING CERTAIN OTHER ACTIONS WITH RESPECT TO A PUBLIC HEARING FOR THE BONDS AND APPROVAL OF THE BONDS BY THE BOARD OF COUNTY COMMISSIONERS OF HILLSBOROUGH COUNTY, FLORIDA; AUTHORIZING A MEMORANDUM OF AGREEMENT; AUTHORIZING THE PREPARATION OF THE TRUST INDENTURE, LOAN AGREEMENT AND RELATED DOCUMENTS; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED by the members of the Hillsborough County Industrial Development Authority (the "Issuer"), Hillsborough County, Florida, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to and under the authority of the Constitution of the State of Florida, Chapter 159, Part II and Part III, Florida Statutes, and other applicable provisions of law (collectively, the "Act"). SECTION 2. FINDINGS. It is hereby found, ascertained, determined and declared that:
(A) The Issuer is located in Hillsborough County, Florida (the "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; (B) Advantage Academy of Hillsborough, Inc., a Florida nonprofit corporation, d/b/a Independence Academy, Channelside Academy Middle School, Channelside Academy of Math and Science and Advantage Academy of Hillsborough, and/or one or more related and/or affiliated entities (collectively, the "Borrower"), has informed the Issuer of its intent to seek financing to be applied by the Borrower for the purpose of financing or refinancing, including through reimbursement, (i) the acquisition, equipping and improvement of certain Educational Facilities (as defined and described on Exhibit A hereto) and the real property upon which such Educational Facilities are located, (ii) if deemed necessary, the funding of a debt service reserve fund for the Bonds, and (iii) the payment of certain costs of issuing the Bonds (the purposes described in clauses (i) through (iii) are hereinafter collectively referred to as the "Project"), and has made application to the Issuer to finance such Project through the issuance of revenue bonds; (C) The Borrower has requested the Issuer to exercise its powers to issue revenue bonds, pursuant to the Act, for the purpose of financing the Project; (D) In order to promote development and the economic growth of Hillsborough County and the industrial economy of the State of Florida, to increase opportunities for gainful employment, 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 the 2
issuance and sale of its Educational Facilities Revenue Bonds (Advantage Academy of Hillsborough Project), Series 2018, in one or more series, either tax-exempt or taxable, in the original aggregate principal amount of not to exceed $35,250,000 (the "Bonds") and that the Issuer use the proceeds thereof to pay any "cost" (as defined in the Act) of the Project; (E) The Issuer is willing to finance the Project for the Borrower from proceeds of the sale of the Bonds, and loan the proceeds of such sale to the Borrower, such loan to be payable by the Borrower in installments sufficient to pay the principal of, premium (if any), interest and other costs due on the Bonds when and as the same become due; (F) The Borrower has shown that the Project is an "educational facility" and a "project" within the meaning and contemplation of the Act, is appropriate to the needs and circumstances of, and shall make a significant contribution to the economic growth of the County, shall provide or preserve gainful employment and shall serve a public purpose by advancing the economic prosperity and the general welfare of the State of Florida and its people and by improving living conditions within the State of Florida; (G) Based upon representations of the Borrower, that the County will continue to be able 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 expansion, construction, operation, repair and maintenance for the Project and on account of any increase in population or other circumstances resulting therefrom; (H) It is believed essential by the Borrower that the acquisition of the Project commence at the earliest practical date, and the Borrower is unwilling to undertake substantial expenses and hardship in connection with the acquisition of the Project without satisfactory 3
assurances from the Issuer that, upon satisfaction of all requirements of law and other conditions to be met by the Borrower, the Bonds will be issued by the Issuer and sold to BB&T Capital Markets, a division of BB&T Securities LLC, or such other purchaser or underwriter selected by the Borrower and approved by the Issuer as purchaser or underwriter with respect to the Bonds (the "Underwriter") and the proceeds thereof will be made available to finance the cost of the Project; (I) Based upon representations of the Borrower, the Borrower 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, due consideration having been given to various factors determinative of the financial capability of the Borrower; and (J) The Bonds shall and will be payable from the revenues and proceeds derived by the Borrower and will not constitute a debt, liability or obligation of the Issuer, the County, the School District of Hillsborough County, Florida, 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 Hillsborough County or the State of Florida or of any political subdivision thereof will be pledged to the payment of the principal, premiums (if any), interest, or costs due pursuant to or under such Bonds. 4
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 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. PUBLIC HEARING. The Issuer hereby ratifies the publication of a notice for the advertising and holding of a public hearing on the date hereof. Further, on the date hereof, the Issuer held a public hearing as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and hereby directs Thomas K. Morrison to present the results of that hearing to the Board of County Commissioners of the County (the "Board") when the Board considers the approval of the Bonds for purposes of Section 147(f) of the Code and other applicable law. The Issuer hereby requests that the Board approve the issuance of the Bonds and the financing of the Project. SECTION 5. TRUST INSTRUMENT AUTHORIZED. In order to provide for the security of the Bonds and to express the contract between the Issuer and the holders of the Bonds, the Issuer shall enter into a Trust Indenture or a similar tri-party agreement in a form subsequently approved by the Issuer prior to the issuance of the Bonds. Bond counsel, Bryant Miller Olive P.A. ("Bond Counsel"), is hereby authorized and directed to commence preparation of the required Trust Indenture or a similar tri-party agreement. SECTION 6. LOAN AGREEMENT AUTHORIZED; MORTGAGE AND RELATED DOCUMENTS. The proceeds of the Bonds are to be loaned to the Borrower pursuant to a Loan Agreement, the form of which shall be approved by the Issuer prior to the issuance of the 5
Bonds; provided, however, that the Borrower may be requested to deliver to the Issuer, in conjunction with the execution and delivery of the Loan Agreement, a Mortgage, in form and substance satisfactory to the Issuer or to the Underwriter, granting a lien on the Project. Bond Counsel is hereby authorized and directed to commence preparation of the required Loan Agreement, Mortgage and related documents. SECTION 7. MEMORANDUM OF AGREEMENT AUTHORIZED. It is necessary and desirable and in the best interest of the Issuer that the Issuer and the Borrower enter into a Memorandum of Agreement (the "Memorandum of Agreement") in the form set forth as Exhibit B hereto, providing among other things for the issuance of the Bonds by the Issuer and the sale of the Bonds to the Underwriter; for the use and application of the proceeds of the issuance and sale of the Bonds to pay all or any part of the "cost" (as defined in the Act) of the Project, to the extent of such proceeds; and for the loan of the proceeds of the sale of the Bonds by the Issuer to the Borrower pursuant to a loan agreement requiring the Borrower to pay the loan in installments sufficient to pay all of the interest, principal, redemption premiums (if any) and other costs due under and pursuant to the Bonds when and as the same become due and payable, to operate, repair and maintain the Project at the Borrower's own expense, and to pay all other costs incurred by the Issuer in connection with the financing, construction and administration of the Project which are not paid out of the Bond proceeds or otherwise. SECTION 8. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict herewith, to the extent of such conflicts, are hereby superseded and repealed. SECTION 9. EFFECTIVE DATE. This resolution shall be effective immediately upon its adoption. 6
Passed and adopted at a regular session of the Hillsborough County Industrial Development Authority held on the 1 st day of November, 2018. (SEAL) HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY ATTEST: By: Chairman By: Its: j:\wdox\docs\clients\25129\013\ordres\01406482.doc 7
EXHIBIT A DESCRIPTION OF THE EDUCATIONAL FACILITIES The Educational Facilities shall mean and include: (a) an existing, approximately 62,000 square-foot charter school facility to accommodate up to approximately 910 students in grades Kindergarten through Eighth at full occupancy, including related facilities, fixtures, furnishings and equipment, known as Independence Academy, located at 12902 East US Highway 92; Dover, Hillsborough County, Florida 33527; (b) an existing, approximately 31,500 square-foot charter school facility to accommodate up to approximately 535 students in grades Kindergarten through Eighth at full occupancy, including related facilities, fixtures, furnishings and equipment, known as Channelside Academy Middle School and Channelside Academy of Math and Science, each located at 1029 East Twiggs Street, Tampa, Hillsborough County, FL 33602; and (c) an existing, approximately 27,000 square-foot charter school facility to accommodate up to approximately 500 students in grades Kindergarten through Eighth at full occupancy, including related facilities, fixtures, furnishings and equipment, known as Advantage Academy of Hillsborough, located at 304 West Prosser Drive, Plant City, Hillsborough County, Florida 33563.
EXHIBIT B FORM OF MEMORANDUM OF AGREEMENT
MEMORANDUM OF AGREEMENT This is a Memorandum of Agreement dated as of the 1st day of November, 2018, between the HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and politic of the State of Florida (the "Issuer"), and ADVANTAGE ACADEMY OF HILLSBOROUGH, INC., a Florida nonprofit corporation, d/b/a Independence Academy, Channelside Academy Middle School, Channelside Academy of Math and Science and Advantage Academy of Hillsborough (collectively, the "Borrower"). WHEREAS, the Issuer is authorized and empowered pursuant to and under the authority of the Constitution and laws of the State of Florida to issue revenue bonds for the purposes of providing funds to pay all or any part of the cost of any "project" as defined in Parts II and III of Chapter 159, Florida Statutes (collectively, the "Act"), and to lease or sell such projects to others, or loan the proceeds from the sale of such bonds to others to finance the acquisition, equipping and improvement of such projects; and WHEREAS, the Borrower has informed the Issuer of its intent to seek financing to be applied by the Borrower for the purpose of financing or refinancing, including through reimbursement, (i) the acquisition, equipping and improvement of certain Educational Facilities (as defined and described on Exhibit A hereto) and the real property upon which such Educational Facilities are located, (ii) if deemed necessary, the funding of a debt service reserve fund for the Bonds, and (iii) the payment of certain costs of issuing the Bonds (the purposes described in clauses (i) through (iii) are hereinafter collectively referred to as the "Project"), and has made application to the Issuer to finance such Project through the issuance of revenue bonds; and WHEREAS, the Issuer desires to encourage the Borrower to acquire, equip and improve the Project in Hillsborough County, Florida (the "County"), to promote the industrial economy of the County and the State of Florida (the "State"), increase opportunities for gainful employment and otherwise contribute to the prosperity and welfare of the County and the State and the inhabitants thereof; and WHEREAS, the Issuer has initially determined that it has the authority to finance or refinance the Project within the geographic boundaries of the County, which Project shall constitute "educational facilities" and "projects" within the meaning of the Act, and to make loans to the Borrower to enable the Borrower to complete the Project; and WHEREAS, the Borrower wishes to obtain assurances from the Issuer that it will finance, in whole or in part, the cost of the acquisition, equipping and improvement of the Project from proceeds received from the sale of the Issuer s Educational Facilities Revenue Bonds (Advantage Academy of Hillsborough Project), Series 2018, in one or more series, either tax-exempt or taxable, in the original aggregate principal amount of not to exceed $35,250,000 (the "Bonds"); and
WHEREAS, the Issuer, by its adoption on the date hereof of its resolution (the "Inducement Resolution"), has indicated its willingness to proceed with such financing as an inducement to the Borrower to acquire, equip and improve the Project in the County; and WHEREAS, subject to compliance with all requirements of law, including the requirements of the Act, and in accordance with the terms hereof, the Issuer desires to make all reasonable efforts to issue and to sell the Bonds, for the purpose of making a loan of funds to finance all or a portion of the cost of such Project, subject and pursuant to the Inducement Resolution; and WHEREAS, the Issuer wishes to enter into certain agreements with the Borrower with respect to the issuance of the Bonds and the acquisition, equipping and improvement of the Project. NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows: 1. The Issuer agrees: (a) That, if the Borrower meets all prerequisites for the issuance of the Bonds established by the Issuer, it will make all reasonable efforts to authorize the issuance and sale of the Bonds pursuant to the terms of the Constitution of the State, the Act and the Inducement Resolution and this Memorandum of Agreement; and (b) That it will (but only to the extent of the net proceeds received from the sale of the Bonds) make a loan to the Borrower to finance or refinance the acquisition, equipping and improvement of the Project, with installment payments due under financing agreements between the Issuer and the Borrower to be at least sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the Bonds as and when the same shall become due and payable, together with all other costs and expenses connected with such financing and the operation and maintenance of the Project; and (c) That, in the event the Issuer acquires an interest in or a mortgage on the Project, it will convey or release any such interest it retains in the Project to the Borrower upon payment by the Borrower of the amount required to retire the outstanding Bonds, and all other costs connected with such financing; and (d) That, in the event that the cost of the Project exceeds the sum of net proceeds available from the first issuance of Bonds, and if the aggregate principal amount of Bonds issued therefor is less than $35,250,000 the Issuer will use its reasonable efforts to issue additional bonds, subject to and in compliance with the Constitution of the State, the Act and other documents executed in connection with the original issuance of the Bonds, up to a maximum aggregate principal amount of $35,250,000. 2
2. The Borrower agrees: (a) That the Borrower has hired and recommends to the Issuer BB&T Capital Markets, a division of BB&T Securities LLC, as underwriter (the "Underwriter") with respect to the Bonds and agrees to instruct the Underwriter to sell the bonds in compliance with the Issuer guidelines; and (b) That the Borrower will enter into financing agreements with the Issuer, under the terms of which the Borrower will be obligated to pay to the Issuer sums sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the Bonds when the same shall become due and payable, to operate, maintain and repair the Project at its own expense, to report annually to the Issuer the annual bond indebtedness outstanding and any other information necessary to comply with Section 218.32, Florida Statutes, and to pay all other costs incurred by the Issuer in connection with the acquisition, equipping and improvement of the Project, except as may be paid out of Bond proceeds or otherwise; and (c) That, so long as this Memorandum of Agreement is in effect, all risk of loss to the Project will be borne by the Borrower. 3. All commitments of the Issuer under Paragraph 1 hereof and of the Borrower under Paragraph 2 hereof are subject to the mutual agreement of the Issuer and the Borrower as to the terms and conditions of the above-referenced financing agreements and of the Bonds and the other instruments and proceedings relating to the Bonds, and to the sale of the Bonds pursuant to such terms and conditions. It is the intent of the parties hereto that the Bonds shall be prepared in such form and shall be issued, underwritten and sold and the proceeds thereof used, all as may be mutually agreed upon by the parties in accordance with the requirements and provisions of the Constitution of the State and the Act. 4. The Borrower and the Issuer further agree as follows: (a) The Borrower is hereby authorized, subject to the conditions set forth herein, to acquire, equip and improve the Project, and is further authorized, without intending to limit the foregoing, to prepare or cause the preparation of plans, specifications and other contract documents, to award construction and other contracts upon a competitive or negotiated basis, to inspect and supervise the construction of the Project, to employ engineers, architects, builders and other contractors, and to perform such other functions and services as may, in the opinion of the Borrower, be desirable in connection with the acquisition, equipping and improvement of the Project. The Borrower may advance such funds as may be necessary to accomplish such purposes and shall be entitled to reimbursement for such expenses from, and only to the extent of, the net proceeds received from the sale of the Bonds in accordance with subparagraph (b) below. In connection with the Project, the Borrower shall not be required to submit plans and specifications for the Project to the Issuer for approval, but shall deliver copies 3
of such plans to the Issuer, and any changes and modifications therein, as the same become available. The Issuer s approval shall not be required for any changes in plans and specifications if those changes do not change the essential character and function of the Project as a whole. (b) To the extent of the net proceeds derived from the sale of the Bonds, and only from such proceeds, and in accordance with the provisions of the Act and the Internal Revenue Code of 1986, as amended (the "Code"), the Borrower will be entitled to reimbursement for all costs and expenses, direct or indirect, incurred by the Borrower after the date sixty (60) days prior to the date hereof in the acquisition, equipping and improvement of the Project. Costs and expenses for which the Borrower may claim reimbursement include, but are not limited to, costs and expenses related to the preparation of plans and specifications for the Project, the acquisition, equipping and improvement of the Project and all components thereof, architectural, engineering and supervisory services used with respect to the Project, acceptance fees of any trusts established in connection with the issuance and sale of the Bonds, legal, accounting and financial advisory fees and expenses, underwriting fees, filing fees and printing and engraving costs incurred in connection with the authorization, sale and issuance of the Bonds, the execution and filing of a trust agreement, if any, to be hereafter executed by the Issuer and a trustee to be named therein, and such other agreements as may be required by the Underwriter, fees, costs and expenses disbursed or incurred in connection with or related to this Memorandum of Agreement and the Bonds, the acquisition, equipping and improvement of the Project, labor, services and materials used or furnished in site improvement for the site of the Project, and the equipping of the Project, and all other fees and expenses disbursed or incurred by the Borrower in connection with the Project or the Bonds and properly allowable under the Act and the Code. All such costs shall be reimbursed to the Borrower in accordance with the terms of the Act and the Code. (c) If the net proceeds derived from the sale of the Bonds shall be less than the cost of the Project, the Borrower agrees to complete the Project at the Borrower s expense. The Borrower shall be entitled to reimbursement from the Issuer for such cost overruns only to the extent of the net proceeds received from the sale of such additional bonds as the Issuer, in its sole discretion, may authorize, sell and deliver. The Issuer does not make any warranty, either expressed or implied, that the funds derived from the sale of the Bonds will be sufficient to pay all of the costs incurred in connection with the acquisition, equipping and improvement of the Project or that any additional bonds will be issued or may be sold. The Borrower recognizes that the Borrower shall not be entitled to reimbursement from the Issuer for costs incurred by it in completing the Project, except to the extent of moneys otherwise available from the sale of the Bonds and any additional bonds, and agrees that the Borrower shall not be entitled to any abatement or diminution of the loan installments payable under the financing agreements to be entered into between the Borrower and the Issuer upon the delivery of the Bonds because of such unreimbursed costs. 4
5. The Borrower agrees to indemnify, defend and hold harmless the Issuer, its members and its agents and Hillsborough County, Florida (the "County") its officials, employees and agents, against any and all liability, loss, costs, cost overruns, expenses, charges, claims, damages and attorney s fees of whatever kind or nature, which the Issuer, its members or its agents or the County, its officials, employees and agents, may incur or sustain by reason or in consequence of the relationship existing between the Issuer and the Borrower with respect to the acquisition, execution and delivery of this Memorandum of Agreement, the issuance and sale of the Bonds or the expansion, construction and equipping of the Project; provided, however that nothing contained herein shall obligate the Borrower to indemnify any indemnified party against its or their own negligence or willful misconduct. The Borrower agrees to pay directly to bond counsel, Bryant Miller Olive P.A. ("Bond Counsel"), the reasonable fees and expenses of such counsel incurred in connection with the transactions contemplated by this Memorandum of Agreement or relating to the subject matter hereof including, without limitation, all services of such counsel rendered as bond approving counsel in connection with the preparation, review and revision of financing documents, and issuance and sale of the Bonds, whether or not Bonds are ultimately issued. The Borrower further agrees to pay to the Issuer its financing fees in accordance with the Issuer's guidelines. The Borrower hereby releases the Issuer and the County, the members and officers of the Issuer and the County, and the agents, attorneys and employees of the Issuer and the County from any liability, loss, cost, expenses, charges, claims, damages and reasonable attorneys fees of whatever kind or nature which may result from the failure of the Issuer to issue the Bonds regardless of the reason therefor. The parties hereto hereby acknowledge and agree that the Issuer s counsel and bond counsel are third-party beneficiaries of this Agreement and the undertakings of the Borrower hereunder. 6. If for any reason the Issuer shall fail to deliver the Bonds and receive the proceeds thereof within one year after completion of the Project, if the Issuer sooner abandons its efforts to issue the Bonds in accordance with the Inducement Resolution and this Memorandum of Agreement, or if the Borrower shall terminate this Memorandum of Agreement by written notice to the Issuer, this Memorandum of Agreement shall terminate. Nothing contained herein, however, shall release the Borrower from its obligations to indemnify the Issuer in accordance with the terms of this Memorandum of Agreement. 7. This Memorandum of Agreement may be supplemented and amended from time to time by written agreement signed by both parties, and shall be superseded by the financing agreements to be executed by the Issuer and the Borrower, upon the execution thereof, to the extent the terms thereof conflict with the terms contained herein. 8. This Memorandum of Agreement, and the rights, duties and obligations of the Borrower hereunder, may be assigned by the Borrower subject to approval of the assignee by the Issuer. 9. The Borrower recognizes and agrees to the terms of the Resolution adopted by the Issuer of even date herewith. Nothing herein shall be deemed to restrict the Issuer or the 5
State of Florida or any agency or political subdivision thereof in determining the order or priority of the issuance of bonds by the Issuer or to require the Issuer to give the Bonds priority as to issuance or as to the time of issuance over any other bonds previously or subsequently approved by the Issuer for issuance. Also, nothing herein shall be deemed to require that the Issuer agree to submit itself to the jurisdiction of the courts of any state other than Florida. 10. The Issuer will recommend that the Board of County Commissioners of the County grant the necessary approval for the issuance of the Bonds. IN WITNESS WHEREOF, the parties hereto have set their hands and seal as of the day and year first above written. (SEAL) HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY ATTEST: By: Chairman Its: ADVANTAGE ACADEMY OF HILLSBOROUGH, INC., A FLORIDA,, d/b/a Independence Academy, Channelside Academy Middle School, Channelside Academy of Math and Science and Advantage Academy of Hillsborough By: Name: Title: Ms. Patricia Rogers Chair J:\WDOX\DOCS\CLIENTS\25129\013\AGRMNT\01407680.DOC 6
EXHIBIT A DESCRIPTION OF THE EDUCATIONAL FACILITIES The Educational Facilities shall mean and include: (a) an existing, approximately 62,000 square-foot charter school facility to accommodate up to approximately 910 students in grades Kindergarten through Eighth at full occupancy, including related facilities, fixtures, furnishings and equipment, known as Independence Academy, located at 12902 East US Highway 92; Dover, Hillsborough County, Florida 33527; (b) an existing, approximately 31,500 square-foot charter school facility to accommodate up to approximately 535 students in grades Kindergarten through Eighth at full occupancy, including related facilities, fixtures, furnishings and equipment, known as Channelside Academy Middle School and Channelside Academy of Math and Science, each located at 1029 East Twiggs Street, Tampa, Hillsborough County, FL 33602; and (c) an existing, approximately 27,000 square-foot charter school facility to accommodate up to approximately 500 students in grades Kindergarten through Eighth at full occupancy, including related facilities, fixtures, furnishings and equipment, known as Advantage Academy of Hillsborough, located at 304 West Prosser Drive, Plant City, Hillsborough County, Florida 33563.