Agenda 10/22/2013 Item #16K2 10/22/2013 16.K.2.
EXECUTIVE SUMMARY
Request by the Collier County Educational Facilities Authority for approval of a resolution
authorizing the Authority to issue revenue bonds to be used to refund bonds previously issued
for educational facilities at Hodges University and to provide funds for the acquisition of a
building currently being leased by the University.
OBJECTIVE: To accomplish the necessary approvals to authorize a proposed revenue bond
issue by the Collier County Educational Facilities Authority (the "Authority") to be used to
refund certain previously-issued bonds that were used for educational facilities at Hodges
University, (formerly known as International College)and to provide funds for the acquisition
of a building currently being leased by the University.
BACKGROUND:
Previous bonds issued by the Authority for Hodges University:
Between 1999 and 2004,the Educational Facilities Authority issued bonds for Hodges
University as follows:
(a) $4,800,000 Collier County Educational Facilities Authority Variable Rate Revenue
Bonds (International College, Inc. Project), Series 1999 which were issued for the purpose of
constructing the Gaynor Building described below (the "Series 1999 Bonds"). These bonds
were issued June 29, 1999, and approved by the Board by Resolution 99-227, adopted May
11, 1999. The Series 1999 Bonds were refunded and redeemed by the Series 2004 Bonds
described in(c)below.
(b) $594,000 Collier County Educational Facilities Authority Educational Facilities
Variable Rate Demand Revenue Bonds (International College, Inc. Project), Series 2001
which were issued for the purpose of financing the costs of acquisition of a 3.5 acre parcel of
land adjacent to the Naples campus for future expansion (the "Series 2001 Bonds"). These
bonds were issued September 25, 2001, and approved by the Board by Resolution 01-348
adopted September 11, 2001. The Series 2001 Bonds were refunded and redeemed by the
Series 2004 Bonds described in(c)below.
(c) $19,245,000 Collier County Educational Facilities Authority Educational Facilities
Variable Rate Demand Revenue Bonds (International College, Inc. Project), Series 2004
which were used to refund and redeem the Series 1999 and Series 2001 Bonds described
above and to finance the costs to construct the Fort Myers campus (the Series 2004 Bonds).
These bonds were issued April 21, 2004, and approved by the Board by Resolution 04-46
adopted February 10, 2004. Because the Ft. Myers facilities are in Lee County, the City of
Fort Myers entered into an interlocal agreement with the Authority in 2004, authorizing the
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Authority to issue the Series 2004 Bonds, and any bonds issued to refund the Series 2004
Bonds.
For clarity, the Series 2004 Bonds will be referred to as the "Prior Bonds." The
University has requested the Authority to issue bonds(the`Bonds")to refund the Prior Bonds
and to provide funds for the acquisition and equipping of a building currently being leased by
the University. Copies of the Board's previous approving resolutions are attached to this
Executive Summary.
Information on Hodges University:
The University was founded in 1990 as International College,and renamed in honor of
benefactors Earl and Thelma Hodges in 2007. It is an accredited, independent, nonprofit,
coeducational institution whose purpose is to provide post-secondary educational
opportunities for students in Southwest Florida and students seeking distance learning
opportunities. In 1990, the University began classes in rental facilities in Naples and Fort
Myers, serving a student population of less than 500 students.
Now serving more than 2,600 students, the University has moved out of its rental
facilities into permanent campuses with its main addresses at 2655 Northbrooke Drive in
Naples, (the "Naples Campus") and 4501 Colonial Boulevard in Fort Myers (the "Fort Myers
Campus"). The University also has learning sites at Jubilation in Immokalee; Pasco-
Hernando Community College in New Port Richey, Brooksville and Spring Hill,Florida Keys
Community College; South Florida State College in Avon Park and has expanded its outreach
throughout the United States and abroad by offering distance education programs of study. In
all, the University offers 34 degree programs, including 25 undergraduate degrees and 9
master's degrees.
The Naples Campus consists of the Gaynor Building and the Science and Technology
Building. The University owns the Gaynor Building, a two-story 40,000 square foot building
built in 2000. The building contains faculty offices, faculty and staff lounges, the bookstore,
lecture classrooms, mail and maintenance rooms, and the registrar, admissions, financial aid,
administration and business offices, the library, IT offices and equipment, a computer lab and
general purpose classrooms.
The Fort Myers Campus consists of a 3-story building constructed in 2005 and located
at 4501 Colonial Boulevard,also owned by the University.
The most recent addition to the Naples Campus is the Science and Technology
building, located at 2647 Professional Circle, which is leased space that the University began
to use in January 2010. The University currently leases approximately 37,500 square feet, or
75 percent of this 50,000 square foot, two-story building which contains specialty Computer
Information Technology Program classrooms, two classrooms dedicated to the Frances Pew
Hayes Center for Lifelong Learning. It also accommodates a faculty lounge, separate suites of
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offices dedicated to the Computer Information Technology Program and University
Advancement, a reception area, Allied Health Program facilities, two Center for Lifelong
Learning offices, computer network facilities, mechanical rooms, a student lounge and a joint
IT and facilities maintenance office.
The Science and Technology Building also features a 300-person capacity, 7,000
square foot lecture hall equipped with a caterer's kitchen, a stage and advanced audio visual
equipment suitable for use by the University and the surrounding community. The second
floor houses an Allied Health Program suite of offices, a physical therapy classroom and a
Health Information Management Program classroom. A recent example of the community
use of this facility was the use to host the presentation of a research project by the Hodges
faculty to the Collier County government on economic development.
CONSIDERATIONS:
Chapter 243, Florida Statutes, creates, in each county of the state, an educational
facilities authority, which may not function or transact business until the board of county
commissioners of the county adopts a resolution or ordinance determining there is a need for
the authority to function in the county. The Board of County Commissioners activated the
Collier County Educational Facilities Authority by Resolution in 1999. An educational
facilities authority has the limited jurisdiction of issuing bonds only for accredited, private,
non-profit educational institutions empowered to provide a program of education beyond the
high school level. In addition to the previous bond issues for Hodges, the Authority has
previously issued,and the Board has approved,bonds to fund Ave Maria University.
This bond issue,the financing structure, and the rationale for the financing is virtually
identical to the bonds issued for Ave Maria University by the Authority on July 11, 2013, and
approved by the Board by Resolution 2013-116 on May 28,2013. With respect to the portion
of the Series 2013 Bonds being used to refund the Prior Bonds,the Prior Bonds were typically
structured for bonds of this type issued between 1999 and 2008, that is, they are variable rate
bonds secured by a mortgage on the property or a direct pay letter of credit issued by a bank
with an investment grade rating. While bonds of this type provide the lowest present cost of
capital, they carry significant risks, specifically the risk of increasing interest rates, and the
risk that the letter of credit will not be extended, or extended only at much higher rates.
Converting to a fixed rate structure at today's historically low interest rates addresses these
risks and allows the University to more accurately plan for long term capital needs and
improve its financial position. This, in turn, allows the University to expand the services it
provides to the community. The majority of the monies for expansions of University facilities
or programs are spent in the local market, which produces general economic benefit to the
community.
The "new money" portion of the Series 2013 Bonds will be used to acquire the
Science and Technology Building.
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The University applied to Standard & Poor's Rating Services for a rating for this debt
and on October 8, 2013, S&P issued a rating of BBB-for these bonds,which is an investment
grade rating. The rating report states in part that "we believe the college's solid enrollment
growth, portfolio of largely illiquid real estate investments, ongoing fundraising support from
key donors, and management expertise further support the investment-grade rating."
The Authority met on October 1, 2013, and heard presentations from University
officers and representatives. The meeting was noticed by publication in the Naples Daily
News in accordance with the regulations for such notice contained in the Internal Revenue
Code, inviting attendance, participation, and comments from members of the public. No
members of the public attended the meeting or submitted comments. At the conclusion of the
public hearing the Authority determined to proceed with the financing and adopted a
resolution evidencing such approval (the "Authority Resolution"). The notice published in
the Naples Daily News is attached as Exhibit"A"to the Authority Resolution.
Federal tax law requires two approvals for the issuance of private activity bonds.
First,the Authority must hold a public hearing, and must adopt a resolution in favor of issuing
the bonds. This was done at the conclusion of the public hearing on October 1, as described
above. Following this approval, the governing body of the jurisdiction must also approve the
bond issue. This does not have to be a specially advertised hearing, but must be done at a
regularly noticed and held meeting of the Board. A Resolution for the Board to adopt is
attached.
Bonds issued by the Educational Facilities Authority are defined in the Internal
Revenue Code as private activity bonds. They are not County bonds and are not debt of the
County, but are payable solely by revenues pledged by the fmancing documents between the
Authority and the University. There is no pledge of any taxes, or a pledge of any County or
other public revenues. Neither the County, the Board, nor any other governmental entity is
liable for their payment. Further, both the Authority Resolution and the proposed County
Resolution expressly provide that approval by the Board does not abrogate any County
regulations, including land use regulations.
FISCAL IMPACT: As explained above, the issuance of the bonds does not require any
contribution from, or create any payment obligation on, the Board of County Commissioners
or any other County agency. On the other hand, the establishment, successful operation,
expansion and growth of Hodges University in Collier County has and will continue to have a
very positive fiscal impact on the County, and this is one of the factors that is considered by
the Authority in its decision to proceed with the financing. These positive impacts include,
but are not limited to, the creation of jobs, the construction revenues contributed to the local
economy,and the enhancement of the local workforce through educational facilities.
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LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires
majority vote for Board approval.—SRT
GROWTH MANAGEMENT IMPACT: The adoption of the attached resolution will have
no adverse growth management consequences. The facilities that were constructed with the
proceeds of the Prior Bonds were constructed in accordance with all County growth
management regulations, and were subject to the LDC, the Growth Management Plan,
concurrency requirements,and the payment of impact fees.
RECOMMENDATION: The Board of County Commissioners adopt the attached
Resolution.
by:
Prepared b
P Y
Donald A.Pickworth,Counsel
Collier County Educational Facilities Authority
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.K.16.K.2.
Item Summary: Request by the Collier County Educational Facilities Authority for
approval of a resolution authorizing the Authority to issue revenue bonds to be used to refund
bonds previously issued for educational facilities at Hodges University and to provide funds for
the acquisition of a building currently being leased by the University.
Meeting Date: 10/22/2013
Prepared By
Name: BrockMaryJo
Title: Executive Secretary to County Manager, CMO
10/10/2013 11:06:46 AM
Submitted by
Title: Executive Secretary to County Manager, CMO
Name: BrockMaryJo
10/10/2013 11:06:47 AM
Approved By
Name: TeachScott
Title: Deputy County Attomey,County Attorney
Date: 10/10/2013 11:17:39 AM
Name: KlatzkowJeff
Title: County Attorney
Date: 10/10/2013 1:36:05 PM
Name: IsacksonMark
Title: Director-Corp Financial and Mgmt Svs,CMO
Date: 10/10/2013 1:57:12 PM
Name: IsacksonMark
Title:Director-Corp Financial and Mgmt Svs,CMO
Date: 10/14/2013 2:42:34 PM
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RESOLUTION NO. 2013-
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA
APPROVING THE ISSUANCE AND SALE OF REVENUE
BONDS BY THE COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY, AS REQUIRED BY SECTION
147(f) OF THE INTERNAL REVENUE CODE, AS
AMENDED; AND PROVIDING FOR OTHER RELATED
MATTERS.
WHEREAS,the Collier County Educational Facilities Authority(the"Authority")is a body
corporate and politic of Collier County, Florida ("Collier County") created by Collier County
Resolution No. 99-45 duly adopted by the Board of County Commissioners on January 12, 1999
pursuant to Part I of Chapter 243,Florida Statutes, as amended, with the power to issue revenue
bonds for the purposes of financing or refinancing the costs of a "project" as defined in Part I of
Chapter 243,Florida Statutes, as amended; and
WHEREAS,Hodges University,Inc.,a Florida not-for-profit corporation(the"University"),
operates a university within Collier County, Florida (the "County"), and has requested that the
Collier County Educational Facilities Authority (the "Authority") issue its Collier County
Educational Facilities Authority Educational Facilities Revenue Bonds in an aggregate principal Aftw
amount not to exceed$32,000,000(the`Bonds")and loan the proceeds thereof to the University for
those purposes set forth in the Authority Resolution, as defined herein; and
WHEREAS,Section 147(f)of the Internal Revenue Code of 1986,as amended(the"Code"),
provides that the elected legislative body of the governmental unit which has jurisdiction over the
area in which the facility financed or refinanced with the proceeds of tax-exempt bonds is located is
to approve the issuance of such bonds after a public hearing;and
WHEREAS,the Board of County Commissioners of Collier County,Florida(the"Board")is
the elected legislative body County;the Coun ; and
WHEREAS,the Authority caused a notice of a public hearing to consider approval of the
Bonds to be published on September 13, 2013, in the Naples Daily News, a newspaper of general
circulation in Collier County, a copy of said notice being attached to the Authority Resolution as
Exhibit"A"to the Authority Resolution described herein(the "Notice"); and
WHEREAS,the Authority held a public hearing on October 1,2013,pursuant to the Notice
and adopted a resolution(the"Authority Resolution")authorizing the issuance of the Bonds,a copy
of which is attached hereto as Exhibit"A,"and has recommended to the Board that it approve the
issuance of the Bonds in accordance with Section 147(f)of the Code; and
WNFREAS,for the reasons set forth above,it appears to the Board that the approval of the
issuance and sale of the Bonds,as required by Section 147(f)of the Code,is in the best interests of
Collier County,
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY,FLORIDA,THAT:
SECTION 1. APPROVAL OF ISSUANCE OF THE BONDS. This Board hereby
approves the issuance of the Bonds by the Authority for the purposes described in the Notice
pursuant to Section 147(f)of the Code. The Bonds shall be issued in such series,in such aggregate
principal amount (not to exceed $32,000,000), bear interest at such rate or rates, mature in such
amount or amounts and be subject to redemption as are approved by the Authority without the
further approval of this Board.
The Bonds shall not constitute a debt,liability or obligation of Collier County,the Board,any
officer,agent or employee of Collier County,the State of Florida or any political subdivision thereof,
but shall be payable solely from the revenues provided therefor,and neither the faith and credit nor
any taxing power of Collier County or the State of Florida or any political subdivision thereof is
pledged to the payment of the principal of,premium,if any,and interest on the Bonds. No member
of the Board or any officer or employee thereof shall be liable personally on the Bonds by reason of
their issuance.
This approval shall in no way be deemed to abrogate any regulations of Collier County within
the regulatory jurisdiction of Collier County, including, but not limited to, the Collier County
Growth Management Plan and all concurrency requirements contained therein and the Collier
County Land Development Code.
SECTION 2. SEVERABILITY. If any section,paragraph,clause or provision of
this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this
Resolution shall continue in full force and effect,it being expressly hereby found and declared that
the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of
such section,paragraph,clause or provision.
SECTION 3. EFFECTIVE DATE. This Resolution shall take effect immediately
upon its adoption, and any provisions of any previous resolutions in conflict with the provisions
hereof are hereby superseded.
This Resolution adopted this 22nd day of October,2013,after motion,second,and
majority in favor of passage.
Remainder of Page Left Blank,Signatures on Following Page
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ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, CLERK OF COLLIER COUNTY,FLORIDA
By: By:
Deputy Clerk GEORGIA A. HILLER,ESQ.
CHAIRWOMAN
Approval for form d legal sufficiency:
iCe.ii )2 ,,L
...,„_
Scott R. Teach
Deputy County Attorney
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II'
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EXHIBIT A TO RESOLUTION
AUTHORITY RESOLUTION
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RESOLUTION NO. 2013-03
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY EDUCATIONAL FACILITIES AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS COLLIER COUNTY
EDUCATIONAL FACILITIES AUTHORITY REVENUE BONDS
(HODGES UNIVERSITY, INC. PROJECT), SERIES 2013 (THE
"BONDS")IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $32,000,000 FOR THE PRINCIPAL PURPOSE OF
MAKING A LOAN OR LOANS TO HODGES UNIVERSITY,
INC., F/K/A INTERNATIONAL COLLEGE, INC (THE
"UNIVERSITY") TO PROVIDE FUNDS TO: (1) PAY OR
REIMBURSE THE UNIVERSITY FOR THE COSTS OF THE
ACQUISITION, CONSTRUCTION, AND EQUIPPING OF
CERTAIN EDUCATIONAL FACILITIES LOCATED IN
COLLIER COUNTY,FLORIDA;(2)CURRENTLY REFUND
ALL OF THE AUTHORITY'S OUTSTANDING
EDUCATIONAL FACILITIES REVENUE BONDS k :
(INTERNATIONAL COLLEGE, INC. PROJECT), SERIES 2004
(THE "PRIOR BONDS"); (3) FUND ANY NECESSARY
RESERVES; AND (4) PAY CERTAIN EXPENSES
INCURRED IN CONNECTION WITH THE ISSUANCE OF
THE BONDS AND THE REFUNDING OF THE PRIOR
BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF A PRELIMINARY AGREEMENT BETWEEN
THE AUTHORITY AND THE UNIVERSITY; AND
PROVIDING FOR RELATED MATTERS.
WHEREAS, Hodges University, Inc., f/k/a International College, a Florida
not-for-profit corporation (the "University"), operates a university within Collier County,
Florida(the"County"), with additional facilities in Lee County,Florida,and has requested
that the Collier County Educational Facilities Authority (the "Authority") issue its Collier
County Educational Facilities Authority Educational Facilities Revenue Bonds(the"Bonds")
in an aggregate principal amount not to exceed$32,000,000 and loan the proceeds thereof to
the University to (1) pay or reimburse the University for the costs of the acquisition,
construction,and equipping of certain educational facilities located in Collier County,Florida
(the "2013 Project"); (2) currently refund (the "2013 Refunding") all of the Authority's
EXHIBIT ATO COUNTY RESOLUTION
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outstanding Educational Facilities Revenue Bonds(International College,
n expenses n ies 20 in
(the"Prior Bonds"); (3)fund any necessary reserves;and(4)pay a
connection with the issuance of the Bonds and the refunding'of the Prior Bonds;and ds of the
WHEREAS,the University has requested that the Authority ori loan the
espro ee h other
Bonds to the University pursuant to Part I of Chapter ,
provision or provisions of Florida law as the Authority may determine advisable(the"Act")
u
in order to accomplish the foregoing purposes; and
WHEREAS,the issuance of the Bonds and the tooanifund of the proceeds thereof to the Prior Bonds under loan
University to finance the costs of the 2013
terms thereof which will provide that
or other financing agreements, and p ursuant to
a ments thereunder be at least sufficient to pay the principal of and interest and redemption mption
payments may be
premium, if any, on such Bonds and such other costs public purposes
incurred by the Authority, will assist the University and promote the p P rP
provided in the Act; and of the
WHEREAS, in order to satisfy certain of the requirements ut Authority did on the date
Internal Revenue Code of 1986, as amended (the "Code"), purposes herein
dte
hereof hold a public hearing on the proposed as following the first publication n ofnotice of such
stated, which date is more than 14 days and which public
public hearing in a newspaper of ghat a easonablei opp rtun ty for persons with
hearing was conducted in a mane provided a
of the Bonds and the
differing views to be heard,both orally and in writing, hdc bed in the notice of public
location and nature of the 2013 Project,as more particularly es
hearing attached hereto as Exhibit A; and
WHEREAS,it is intended that this Resolution shall constitute cable United States Treasury II
the issuance of the Bonds within the
actionmeaning
that mtay
he have heretofore been taken by the
Regulations in addition to any
University;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
EDUCATIONAL FACILITIES AUTHORITY,THAT:
SECTION 1. AUTHORITY FOR THIS
RES OLUTION. oR of t ion is
adopted pursuant to the provisions of the Act and other .ins
SECTION 2. PRELIMINARY STATEMENT. e costs of thtion 2013 is me e d
into to permit the University to proceed with the financing of the
by the 1
and the refunding of the Prior Bonds and to provide an expr sio Bof inten ion
make the
Authority, prior to the issuance of the Bonds, to issue
.
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proceeds thereof available for such purposes, all in accordance with and subject to the
provisions of the Act,the Constitution and other laws of the State of Florida and the laws of
all
the United States of America, including the Code, and this Resolution, buhsubject in
the
respects to the terms of the Preliminary Agreement of even date herewit
Authority and the University.
SECTION 3. FINDINGS AND DETERMINATIONS. After considering the
Application for Financing filed by the University,the p resentation of the Application by, and
the testimony of,officials and agents of the University,and comments of members of the
public, if any,the Authority makes the following findings and
Naples,A. Located at 2655 Northbrooke Drive, N aP , Florida, on approximately 10
Collier
acres, the University employs over 250 people in Collier County, with an annual a oll,Collier
County payroll of more than $10 million in 2013, and expenditures, including p yr
more than $17 million in Collier County.
B. University expenditures generate revenues and profits,and stimulate commerce
and employment for local businesses and County residents.
C. As an accredited institution of hig her education, granting Associate,
Baccalaureate, and Graduate degrees, the University plays a critical role in advancing
educational, social, occupational and economic interests in Collier County.
D. The 2013 Project, as referred to herein and in the Preliminary Agreement square
of
consists of the acquisition of a 50,000 square foot two-story classroomOs,a 300 person
which h the University is currently leasing,and which houses ten offices
lecture hall,a reception area,student and faculty lounges,ofemsstonaltCircle,,Naples Collier
and related spaces. The 2013 Project is located at 26
County,Florida. The aggregate principal amount of the Bonds allocated to the 2013 Project
shall not exceed$16,700,000.
E. The 2013 Refunding,as referred to herein and in the Preliminary Agreement,
consists of the refunding of the Prior Bonds, which were issued to(i)pay or reimburse the
University for the costs of the acquisition,construction,and equipping of certain educational
facilities located in the City of Fort Myers,Florida(the"2004 Project"),(ii)currently refund
the Authority's $4,800,000 Educational Facilities
000 Educational(International
Facilities College, Inc.
Project), Series 1999 and the Authority's $ (iii) pay certain expenses incurred in
(International College, Inc. Project), Series 2001, an . P P
connection with the issuance of the Prior Bonds. The aggregate principal amount of the Bonds
c
allocated to the 2013 Refunding shall not exceed $15,300,
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• i
F.
The issuance of the Bonds will promote the economic development,prosperity,
will romote the general economic
health and welfare of the citizens of Collier County, public u oses of the Act
structure of Collier County, and will thereby serve the pu P �PROJECT AND 2013
N 4. APPROVAL OF THE 2013 PR a issuance of 13
SECTION throe the
The 2013 Project and the 2013 inarily approved, subject, however, in all
Bonds, pursuant to the Act, are hereby P Agreement to
respects to the University meeting the conditions set forth in the Preliminary gr
the sole satisfaction of the Authority.
SECTION 5.
AUTHORIZATION OF THE BONDS. There
o s hereby by so
e authorized to be issued and the Authority hereby es Bets to tthe conditionshset forth in the nes to issue
requested by the University and subject in respects
Agreement,in an aggregate principal amount not to exceed$32,000,000 for the
principal rel rY
purposes of financing the costs of the 2013 Pall not and xceed the maximum 2013
p
Refunding. The rate of interest payable on the Bonds shall
by law.
SECTION 6. GENERAL AUTHORIZATION.execution of the Preliminary
Vice-Chairman are hereby further authorized provided fortherein onphe part of the Authority a are
Agreement, with the undertakings p
P in and
der re to
further authorized to take such steps and subject in all may
espects required or necessary
the terms and conditions set
cause the Authority to issue the Bonds s
forth in the Preliminary Agreement authorized hereby.
SECTION 7. OFFICIAL ACTION. This resolution n contemplated is ainofficial actin of
the Agreement,Authority accordance toward the issuance h the purposes of the laws of the State of Florida,the Code and
Agreement,in accordance Re ulations.
the applicable United States Treasury g
SECTION 8. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness oliticalsubdivision or agencyttheTeof bupshall be
Collier County,the State of Florida or any p
payable solely from the revenues pledged therefor p ursuant to a loan agreement or other
and the University prior to or
financing agreement entered into between the Authority power.
contemporaneously with the issuance of the Bonds. The Authority has no taxing P 1 er.
LIMITED APPROVAL. The approval given herein shall
9. necessary rezoning applications,
construed as an approval or endorsement of approval of any
regulatory permits, or any other requirements of the Collier
thereto relating to the 2013
Plan ry
pl or the Land Development Regulations adopted pursuant
Project and the Authority shall not be construed by reason of its adoption of this resolution to
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have waived any right of Collier County or estopping Collier County from asserting any
rights or responsibilities it may have in that regard.
SECTION 10. EFFECTIVE DATE. This Resolution shall take effect
immediately.
ADOPTED this 1st day of October,2013.
COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY
(SEAL)
41 Lhl
Chairman
$TTES : ..•
.r.;
R /, "retary
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Naples Daily News
Naples, FL 34110
Collier County Educational Ed .eton.l realities Authority
Notes of Public Hearing pest)
(Hodges University,Affidavit of
Naples Dai] a of Sedan 117(1)of the osemul` rEd nt°diOet of;VIZ e
For the tlhat the Coteu county
aAu yy (the �krlrtyY conduct a Public hesrlel on October 1.12013�, -
North,hlHa le 4 ant. yO0,.v COreerect 'proud ivance nddAssale of Its to the
Educ`caational F elFlorida,Itet+orrneee rtleends (eoHod9ee University. Inc. P532,000,000 one or(the
MINT se201 and In an for th principal I of amount not to awed
NICKERSON,, P.A. stria 2013 B Is an fgr a purpose o1 mating a Wan e ee tad know(th
NABORS, GIBLIN & University, inc. a Florida not for pn ttopoovId ihnch t
international i c. a inc.os. (clot "corporation")foe profit oe OWN, to,in to kn any•or HoWles
' AMP. ROCKY PO0 7 DR reimburse Corporation tor the cats of the acquisioon,wnu`uct°O.and egwppiO
of certain educational facilities located In celiac County, flaida as desomeo
below(the"2013 Project"),50 currently refund,all of the Authorite's outstanding
TAMPA FL 33 07 Educational Facilities Revenue fonds (international College. Inc Fto(ect). Series •
2004 (the 'Prior Oonds•). Iii)fund any necessary reseeves,and Env) pay certain
` ndino of the Priaconnection Y with the issuance of the Series 2013 Bonds and the.
The proposed Resolution also improves the execution and delivery Of variant
0 5 5 7 9 4 fl e n r°+he propose and other lsoi Instruments 'thee necessary
for We sale and delivery of
REFERENCE: COLLIER COUNTY ED consists of she ocyukkion of a 50,000 square foot twoato'T
59728315 The 2013 Project Corporation a currently leasing, and
which 37.s t sawn feel of which �rt�hale,a reception erne,student
which houses tin tMsxooms, offices,and related spaces.and faculty loutIes,administration and faculty
State o f Florida 2013 Project is located at 2647 Professional Circle.NaDilL Collie INt own ^a
south of international Drive and west of Norihbeool�6Drriivv the The Innwl owner ner en I
operator of the 2013 Pro)ett will be the orrpor on'3 The a re rot rtceaJ the County f o e f hCollier undersigned per amount of the Sena 201)lands allocated
Before the undersigned authority, P StC,700.000. ;q„fa the
Who on oath s The Prior Dorsch were issued to G)pay or reimburse the Corporation�tl°nal
appealed serves as the caste riYlne ao,b„ha^, coetructlon. and egulppi;Q rattly
al fadities located m theCky of fart Myers.Florida(the,'hoot fro)atA ll c red ds
she serves as the Advertising daily Director ralhmd tw faro more Inc.W.000 E, Setaal Manes ti therA
News, u.(fefMlnatWnal thOHtY nd (Nnerruthaa, at Ant rity evanae:rot
Naples Daily a daily newspaper p ,rat, Pro)ew. serltt ttrgP and tae Authaftyt aces,
Florida: th•f-dgrtlenel fadHtles Itrawe incurred soh tonal College,l tfw!toterce o1 the
Naples, 'Frkx Bona. Theaq 9ragrte nhhdpol amount of the Series 2013 Solids allocated to
in Collier County, :ool.,nor roil) Y nxrtei .}Pa
of advertising was publis.ra,Y1di„gt,fePr;,,goh lord Nl not actad 515.300.000•
attached copy The 2004 Proiat consisted of the construction of a concrete block building of
oshnriey E'fra c square feet t°4,,....161., daswOans,or Nh;naor�h
newspaper on dates listed. d
riff]ant further says that the said Na side 7eirative an ieHtrucawe eat , locsced Florida and
Ode of CdoNat aphulevard lSR BNI rt let NtersecEron snlh hatntler Awnhro(wet
tidy 01 yy'nWN Awned' lo the Cat of fact MWn� 1et 111 operator a lw of
News is a newspaper published at Naples M
and that the s tde200 13A19 sera mart'or less. T initial and tuned Owner and
Florida, u,e 1009 Pro)en k tea Corpaauorh. the
„.w..„. Collier County, The Series 2013 Bonds will be payable solely from e ql dos revenues derived b the
newspaper has heretofore been contFlori Anthaity,rid r: C1Oi°orponiwr n ”" �'ia 2011°o plpwow"e01 tentynwert 1
eheewn elf a an indebted a Myers,'Coign County,Lee County,the.State o1 Florida,
published in said Collier County, Authaniry tMreo{TM Aof,the tors p...,or an
revenues 01 the CRy 0/Fort e4Y
day and has been entered as second clas orerhyP°11kalsubdlvaioaagerRy
in Naples, Copes of tfe a katbn for finadtny the Rerdution,and the Tina xiaq
matter at the post office P �1 at the office of the Authorty
for period o document arc*1thele lee kIe 013^a^°t°p�n"� wane^hommanti a
Florida, vet f rich below. All imenper prlly are ou to wepre he and vdtl bt
Collier County, anend the hear:, eltler rrsZy or through their rapeseeNhteat,11.` t , the
publication of iwn m ppp°rtun tY w f1Prass Nair vlr evs wncemnp
next preceding the first p and off l,ranhtln". Anyorhe desiring to make wrinen com"e"ts in advanthr o'to leering
attached copy of advertisement; paid n'merae" '"`^tO°1n1enner
Collier County Educational Facilities Authority
further says that he has neither p
promised any person, firm or corporatiyes Demo APkkwonN North,Suieounal
o: 5t0naldAmkwonh, eneralCun
Naples,Fbtda 3a 103
discount, rebate, commission or refund - E TD APPEAL AfJY.DEC6aN MADE BY 1HE
SHOUW ANY PtRSON DECD
purpose of securing this advertisement AUTI400IT 0TH RESPECT TO ANY MATTER CONSIDERED AT SUCH HEAfta
PURPOSE, SUCH�PERSON MAY HEED TO OF NSURE THATEADER VERBATIM RECORD FOR Or
publication in the said newspaper. THE PROCEEDINGS 6 MADE, moor RECORD INCLUDES THE TESTIMONY AND
EVIDENCE UPON WHICH THE APPEAL 6 TO BE EASED.
In accordance with the A^tahcans with Disabltties Act•pluona needing e
PUBLISHED ON: �n�17
pK;I ersorrunaeatlhan w panldpate n thk hearing should contact Donald A.
Vlcvworth.General CohaoeL ri(l)9)lsaartao no{.ter glen.wail t»deyt Whhr to
the heanna.
COLLICR COUNTY
FILTES AUTH0R1TY
N tld tary ort
Demos Counsel
AD SPACE: 140 LINE
FILED ON: 09/13/13 I
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'1x -- .
,
J„L7lam
Signature of Affiant \ / '
£ 5 ,., (1./(,/20L-).
Swor n to and subscribed pef ore me this day o
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F
Personally kno wn b y me � f , CAROL"
P
e )odSharP
iP cS:PN , ran
te ns
loHOe»e
*to
EXHIBIT A TO AUTORITY RESOLUTION
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,,, ., RI:SOI.t:TION \O, 99.227
A RESOLUTION OE"fi IE BOARD OF COUNTY COM1\IISSR)NI RS t)1-
COLLIER COUNTY. FLORIDA APPROVING TI II. ISSUANCE OI AN
EDUCATIONAL FACILITIES REVENUE BONDS IN AN A.\1O1'NT NOT I't)
EXCEED S5.000.n00 BY T1IE COLLIER COUNTY EDt.'C'ATION,\I.
FACILITIES ALTIIORi Y
WHEREAS.on April 20. 1999 a public hearing was held by the('oilier('aunt■
Educational Facilities Authority(the"Authority")with regard to the issuance of the Authority's
Educational Facilities Revenue Bonds. Series 1')99(International College. Inc. Project) in an
aggregate principal amount not to exceed S3.0oo. ►nt►(the-Bonds*); and
WHEREAS.on April 2(1. I9w). the Authority adopted its Resolution ')9•t►1 (the
"Authority Resolution").a copy ofaNeil is attached hereto and made a pan hereof. said .
Resolution showing on its face that it was adopted after a public hearing upon notice,.ayen :ts set
.lo forth therein and as set firth in Exhibit R to the Authority Resolution: and
a:
; . WHEREAS, the proceeds of the Bonds will he used by the Authority to Wake a loan n, .
International Collette, Inc.(the"College") to )loaner the acquisition. and construction of
educational facilities for the College's •private Iircilities iocated within the Northbrook 1'1'X)
• within Collier County, Florida and to pay the costs of issuance of the Bonds(all of the property
financed with proceeds of the Bonds will be owned and operated by the('olleee): and
WHEREAS. the Bonds w ill not he an ohli_ntion of the County. and w ill he payable from
funds of the College: and
WHEREAS. pursuant to the requirements ot'the Internal Revenue code of I 9S6. as
amended(the"Code"). as a prerequisite to the issuance of the Bonds it is necessary that the
Board o1County Ccmirnissioners or('oilier('aunty approve the issuance therc)l'allter•said public
hearing; and
WHEREAS,.\S, the Board of County Commissioners desires to evidence its approval ul'the .
issuance of the Bonds solely to satisfy the requirements of the('ode.
4. NOW. THEREFORE. BE IT RESOLVED) BY 'HIE BOARD U!: COI '\'I'V
7r CONINIISSIONE:RS Oh COLLIER ('Ot'\T\' 1 I!:\•I':
Section 1. The Board of County Commissioners hereby approves the issuance ol•the
7.
Bonds solely for purposes of Section I4%(t')of the('ode.
Section 2. The Bonds shall not constitute a debt. liability or oh!t ation of('ollier County.
its Board of County Contntissioners, officers, agents or employees, or the State of Florida or any •
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political subdivision thereof:hut shall be payable solely from the revenues provided therelirre. ,
and neither the faith and credit nor any taxing pm\er ot'Collier County. or the Stale of Florida or
any political subdivision thereof"is pledged to the payment of the principal of. premium. II'any.
and interest on the Bonds. No member of the Board of County Commissioners of('oilier County
or any officer.agent. or employee thereof shall be Ii able personally on the Bonds by reason of its -
issuance.
Section :. This approval shall in no way he deemed to abrogate any red:: nations ul
Collier County.and the Project contemplated by this Resolution shall be subject to all such
regulations.including,but not limited to.the Collier County (ire»yth \lanagcment Plan. all
concurrency requirements contained therein.the Collier County I.and I)e•.elopnrent Code, and all
1 '. applicable impact fee regulation'.I Section 4. If any section. paragraph,clause or provision ol'this Resolution shall he held
to he invalid or ineffective for any reason, the remainder of this Resolution shall continue in full
force and effect, it being expressly hereby found and declared that the remainder ol'this
,:,.. Resolution%vould have been adopted despite the invalidity or inel'I'ectieeness of such section.
paragraph.clause or provision.
Section 5. This Resolution shall take effect immediately upon its adoption.
.. PASSED and Adopted this 1 I th day of May. l')v'�,
ATTEST: : ('OI"I"IER C'Ol.'\TV. FI.ORII),\ BY
1: ".:..: Dwight E. Brock, Clerk ITS HOARD(.)F COt'\TV
('O\1\H SIO'FRS ^ /
'/ff E3,. .cep II i r:.0 ••
• Deputy Clerk "- Vainela S. \Iae'Kie. C'haireeomat
Attest is to Cha irtan':
signature will.
[SEAL]
Approved as to font and legal sufficiency:
David C. \\'cige . C'oun • Attorney
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UESOI.t"FIO\ NO, 99_01 •
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AN 1\1)t•C'E:\Ik\ 1 RFSOU IO\ 01: 1,111•: rot I.I I•.1(
COUNTY EDUCATIONAL flO\:11. F 1('11.1'I'II:S At 'I'I IOltl 11'
•
REGARDING "HIE OFFICIAL ACTION OF lilt.
•
AUT 1IORITY WITH RESPECT To T l I N PROPOSE!)
ISSUANCE BY THE At"fI IOIZITY OF ITS EI)I .CA.1 ION:\I.
FACILITIES REVENUE BONDS (INTERNATIONAL
COLLEGE, INC. PROJECT ) SERIES I9')') IN AN I\I'I'I:\I.
AGCIREGATF PRINCIPAL. A\1Ot '\'I' NOT It) EXCEED
C5,t)r)n,ttrul ( (>R 'HIE I'ltl\('1P,\f. I't 'RI't)til. of.
FINANCING COST'S TO BE t\('I RRLI) 131'
IN'I'I:R\:11' IO \:\ I. COLLEGE. INC. I 'I'lll'.
"CORPORATION") IN CONNECTION \\T ill fl
ACQUISITION. CONSTRUCTION AND kOt'IPPI\(; of.
CERTAIN ED(VA IIONAI. FACILITIES: :\t"I I IOR1/.I\G
THE EXECUTION AND DELIVERY OF :\ PRELIMINARY
AGREEMENT 13ET\\'EEN "fl IN .\I T1 10k IIV AND 'fill':
::. CORPORA"! ION: ANI) PROVIDI\(; FOR la:I.A-1 1d)
\I:1TTERS.
WHEREAS. International College. Inc.. a Honda not-liar-prolit corporation 'the
"Corporation") has applied to the Collier County Educational Fat:lin .. Authority 1the
"Authority") to issue a series of its private activity revenue bonds in the initial a,fgregate
principal amount of not to exceed Sfz.00u,t)oO(hereinafter referred to as the"B whether
hether
issued as multiple bonds or one bond) for the principal purpose of financing a portion o1'
certain costs of acquisition.construction and equipping of certain educational facilities t the
"Project") to he owned and operated by the ( orporaiiun and paying cods associated with
r` the issuance of the 13onds: and
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WHEREAS. the Corporation has requested that the Authorit■ loan the proceeds of •
the Bonds to the Corporation pursuant to('hapter 243. Part I I I lorida •.•t;ttulcs.or such other
provision or provisions of Florida la\N as the Authorit■ may determine ad■isahlc(the ".let")
..:
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in order to accomplish the foregoing purposes: and
11'1{ERE:a5,the issuance of the Bonds and the loaning of the proceeds thereof to the
Corporation to finance the costs of the Protect under loan agreements or other Tina iteine
agreements, and pursuant to the terms then:of which ■‘ill provide that pad ntcnts thereunder
be at least sufficient to pay the principal ot'and interest and redemption premium. if any.on
such Bonds and such other costs in connection thcrew ith as may he incurred he the
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Authority, will assist the Corporation and promote the public purposes provided in the Act:
and
WIIEREAS, the Corporation has submitted the Preliminary Agreement (the
"Preliminary Agreement")Ie11ltt_la lho issuance
the iatdti,attached hereto as I.xhibi
t:1.
and
WHEREAS. in order to satisfy certain of the requirements of Section 1471 I) of the
Internal Revenue Code of IY' 19S6. as amended (the "Code"), the Authority did on the date
hereof hold a public hearing on the proposed issuance of the Bonds for the purposes herein
stated, which date is more than 14 days following the first publication of notice or such
public hearing in a newspaper of general circulation in Collier County and which public
hearing was conducted in a manner that provided a reasonable opportunity for person w it
differing views to be heard, both orally and in writing,on the issuance oldie I;onus and the
location and nature of the Project as more particularly described in the notice of public
hearing attached hereto as Exhibit 13: and
•
WHEREAS.it is intended that this Resolution shall constitute official action too\aid
the issuance of the Bonds within the meaning of the applicable t'nited States 'treasury
Regulations in addition to any other action that may have heretofore been taken by the
Corporation:
,NOW, THEREFORE, BE IT RESOLVE•:I) BY 'l'IIE COLLIER ('Ol'\'1'1'
EDUCATIONAL. FACILITIES AUTHORITY. THAT:
.r. SECTION I. A UT!tORI'I'1' FOR THIS RESOLUTION. This Destitution
tis adopted pursuant to the provisions (tithe Act and other applicable provisions of law,
SECTION 2. 1'RELn1Ix.. It1'STATEMENT. This Resolution is entered
into to permit the Corporation to proceed with the financing of'the costs or the Project and
to provide an expression of intention by the Authority, prior to the issuance of'tbe Bonds, to
issue and sell the Bonds and make the proceeds thercofayailable for such purposes, all in
accordance with and subject to the provisions oldie :\et. the Constitution anti other laws al'
the State of Florida and the law s of the United States of':\tnerica. including the ('ode. :md
this Resolution, but subject in all respects to the terms (lithe Preliminary :\greernent.
•1' SECTION 3. APPROVAL OF THE FINANCING. 'I he lin;lnentg ol'the
costs of the Project by the :Authority through the issuance of the Bonds. pursuant to the Act.
will improve educational opportunities for the eitiiens and residents of'('oilier('aunty and
will promote the economic development, prosperity, health and welfare of the citiiens of
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Collier County, will promote the general economic structure of Collier County, and will
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thereby serve the public put•hoses of the :\et and is hereby preliminarily approved. subject.
however,in all respects to the Corporation meeting the conditions set forth in the Preliminary
Agreement to the sole satisfaction of the Authority.
SECTION 4. ENE('UTION AND E)EI.IVERV O1' pIu:I,I,\IINARV
• AGREEMIF:N'r. The Chairman or the Vice-Chairman is hereby authorized and directed to
execute, for and on hehal lathe Authority,the Preliminary Agreement, in the firm attached •
hereto as Exhibit "A".between the Authority and the Corporation providing understandings
relative to the proposed issuance of the Bands by the Authority to finance the costs of the
Project in an aggregate principal amount not to exceed the lesser ot'(a►S5•1rr►u,t a u►or t h r the
iamount determined by the Authority and the Corporation to be necessary to accnntltlkit the
foregoing purposes.
• SECTION 5. AU'FIIORIZATION OF THE BONUS. 'There is hereby
authorized to be issued and the Authority hereby determines in•i.sue the Bonds, if so
requested by the Corporation and subject in all respects to the conditions set forth in the
Preliminary Agreement. in an aggregate principal amount not to c\eeed S5,nttt),ttflr► for the
principal purpose of financing the costs of the Project. The rate of interest parable on the
Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. GENERAL AL'TIIOIZIZ, TION, The Chairman and the
•
Vice-Chairman are hereby further authorized to proceed.upon execution oldie Preliminary
Agreement, with the undertakings provided for therein on the part of the A whorl and are
further authorized to take such steps and actions as may be required or necessary in order to '
cause the Authority to issue the Bonds subject in all respects to h • ,
the conditions► set . .
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forth in the Preliminary Agreement authorized hereby.
SECTION 7. OFFICIAL AC"PION. This resolution is an official action of
;. .. the Authority toward the issuance of the Bonds, as contemplated in the Preliminary■
Agreement, in accordance with the provisions of the laws of the State of Florida and the
applicable United States Treasury Regulations. •
SECTION 8. I.I.\II'I'EI) OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing potter
ofC'ollierCounty,the State of Florida or any political subdivision or agency thcreufhut shall
be payable solely from the revenues pledged therefin'pursuant to a loan agreement or other
financing agreement entered into between the Authority and the Corporation prior to or
contemporaneously with the issuance of the Bonds. 'I he Authority has no taxing power.
SECTION 9. LIMITED APPROVAL. The approval given herein shall not
•
be construed as an approval or endorsement of approval of' an■ necessary rezoning
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applications nor for any other regulatory permits relating to the Project and the Authority
s� shall not be construed by reason of its adoption of this resolution to have waived any right
of Collier County or cstopping Collier County from asserting any rights or responsibilities •
it may have in that regard: •
.,,1 ;` SECTION 10. EFFECTIVE DATE. This Resolution shall take effect immediately.
} ' ADOPTED this 20th day of April. 1999.
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COLLIER COUNTY EDUC.A'1'IONAI.
�'.i y.` I'ACILI I-IE;S AUTHORITY
Sr
Is/ '
Chairman
r. ATTEST:
ls!
Secretary
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F:\FiIB1.1' A TO RESOLUTION ION 1 .
. ". PRELIMINARY AGREEMENT FOR ISSUANCE OF
I'Itl\'ATE ACTIVITY REVENUE BONDS
This Agreement between the Collier County Educational Facilities Authority.a public
body corporate and politic(the"Authority")and international College.Inc..a Florida not-for-
profit corporation (the "Corporation").
\YITNESSFTII:
1. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the Iidlli Mg:
(a) The Act provides that the Authority may issue revenue bonds and loan the
proceeds thereof to one or more persons, firms or private corporations,or use such proceeds.
to defray the cost of acquiring. by purchase or construction. certain qualit\ing educational
facilities.
(b) The Corporation is considering financing the costs of the acquisition.
I. ,:,..,..::::":,:. construction and equipping of educational facilities to he owned and operated by the
Corporation. . -
(c) The Corporation has applied to the Authority to issue a series of its private •
activity revenue bonds in the initial aggregate principal amount of not to exceed S.5.tn a i.tIIto
(the"Bonds") for the principal pumose Of financing a portion of certain costs ofacquisition,
construction and equipping of certain educational facilities(the"Project") to he owned anti
operated by the Corporation and paying costs associated with the issuance of the Bonds.
(d) The Authority considers the issuance and sale ot-the Bonds. for the purposes
1 hereinaboye set forth,consistent with the objectives of the Act. This Agreement constitutes
f0 official action of the Authority toward the issuance of the Bonds in accordance with the •
purposes of the Act and the applicable United States 'Treasury Regulations.
2. Undertaki nus on the Part of the Authority. Subject to the terms hereof, the
Authority agrees as follows:
(a) The Authority will, subject to the terms hereof, authorise the issuance of the
Bonds in one or more series, in the aggregate principal amount necessary and su1•licient to
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finance the cost of acquiring.constructing nL.uu pupping
t te roject as the Authority and the
Corporation shall agree in writing (including costs of issuance of such Bonds), but in all
events, the principal amount of such Bonds shall not exceed the lesser oft i) the amount
. determined by the Authorit■ and the Corporation to he necessary to accomplish the
foregoing.or(ii)S5.000.t►f)n.
(b) The Authority a ill cooperate with the Corporation and with the underwriters.
x. placement agents or purchasers of the Bonds and the Bond Counsel of the Authority with
respect to the issuance and sale of the Bonds and will take such further action and authorise
' the execution of such documents as shall he mutually satisfaetor■ to the Authority and the
Corporation for the authoriraion. issuance and sale of such Bonds and the use of the
proceeds thereof to finance the cost of constructing, acquiring and equipping the I'r•n■ect and
to pay costs related to the issuance of the Bonds.
(c) Such actions and documents may permit the issuance from time to time in the
future of additional bonds on terms which shall be set forth therein. whether pars pat.0 with
other series of bonds or otherwise. for the purpose off 1 t defra∎ing the cost of'cornpletion.
enlargements, improvements and expansions of the Project. or any segment thereof, or t?►
refunding all or a portion of the Bonds.
•
(d) The loan agreements. trust indentures, and other financing documents
(collectively,the"Financing Agreements")between the Authority and the Corporation shall,
under terms agreed upon by the parties,provide for payments to be made by the('orporation
in such sums as shall be necessary to pay the amounts required under the Act. including; the
principal of and interest and redemption premium. if any. on the Bonds, as and when the
same shall become due and payable,
(e) in authorizing any issuance of the Bonds pursuant to this :\,w'ecntent, the
Authority will make no warranty,either expressed or implied,that the proceeds of the Bonds
will be sufficient to pay all costs of acquiring.constructing and expanding the Project or that
those facilities encompassed by the Project will be suitable !Or the purposes or needs of the
Corporation. '
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(i) The Bonds shall specifically pnnide that they are payable solely from the
revenues derived from the Financing Agreements between the:\uthority and the torporation
or other agreements appru%ed by the Authorit∎. 'l he limit's and the Interest thereon shall nor
constitute an indebtedness or pledge of the general credit of Collier County, the State of
Florida or any political subdivision or agency thereof: and such tact shall be plainly stated
. on the face of each of the Bonds.
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(g) issuance ofthe Bonds by the Authority shall be contingent upon satisfaction
`.,' of all of the provisions hereof and all provisions of the Internal Revenue Code of 1 4)86, as
amended(the"Code").and the regulations promulgated thereunder•, including the ability of
and desirability by the Authority to issue obligations to finance the.costs oldie Project and
the approval by the Board of County Commissioners of Collier County in accordance v ith
the provisions of Section 147(f)oldie Code,
3. Undertakings on the Part of the Corporation. Subject to the terms hereof, the
Corporation agrees as follows:
(a) The Corporation will use reasonable elTor•ts to insure that the Bonds in the
•.,: aggregate principal amount as stated above are sold; provided. however, that the terms of
such Bonds and of the sale and delivery thereof shall he mutually satisfactory to the
Authority and the Corporation.
(b) Prior to the issuance of the Bonds in the principal amount stated shore in one
or more series from time to time as the Authority and the Corporation shall agree in writing,
;= the Corporation will enter into the Financing Agreements with the Authority, the terms of
which shall be mutually agreeable to the Authority and the Corporation, providing for the
loan or use ofthc proceeds of the Bonds to finance the costs of the Project. Such Financing '
Agreements will provide that the Corporation will be obligated to pay the Authority(subject
to any assignment pursuant to the Financing Agreements.as the ease may he)sums NU ft iciest
in the aggregate to enable the Authority to pay the principal ofand interest and redemption
premium,ifany.on the Bonds.as and when the same shall become due and payable.and all
other expenses related to the issuance and delivery of the Bonds.
_
(c) The Corporation shall, in addition to paying the amounts set forth in the
• Financing Agreements, pay all applicable costs of operation, maintenance, taxes,
governmental and other charges which may be assessed or levied against or with respect to
the Project.
(d) To the extent not otherwise paid from Bond proceeds, the Corporation herehe .
agrees to pay(I)the .Authority Bond Issuance Fee, (ii) all of the out-or-pocket expenses of .
officials and representatives of the Authority incurred in connection with the issuance of•the
Bonds and(iii)all fees and expenses of Donald A. Pick worth. P.A..Counsel to the Authority,r rte
and of Nabors, Giblin & Nickerson, P.A., I3ond Counsel.
(c) 'The Corporation will hold the Authority and Collier('ounty free and harmless
from any loss or damage and from any taxes or other charges levied or assessed by reason
of any mortgaging or other disposition of the Project.
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(f) The Corporation agrees to indemnify and defend the Authority and ('oilier
.. County and hold the Authority and Collier County and any officer or employee thereof .
harntless 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 Project or the issuance of
the Bonds and the Corporation's undertaking thereof, or in and way growing out of or .
resulting from this Agreement including, without limitation. all costs and expenses ol'the
•
Authority and reasonable attorneys'fees incurred in the enforcement d'any agreement oldie
Corporation contained herein, but excluding any claims, losses, liabilities or damages
resulting from the Authority's or('oilier County's gross negligence or willful misconduct.
In the event that the Bonds are not issued and delivered, this indemnity shall sur\ire the
termination of this Agreement.
(gl The Corporation will take such further action as may he required to implement
its aforesaid undertakings and as it may deem appropriate l in pursuance thereof.
4. General Provisions. :\ll cornntitments ot'the Authority under Section 2 hercoi.
and of the Corporation under Section 3 hereof are subject to the conditions that all of the
following events shall have occurred not later than January I. 21MItI. or such other date as
shall be mutually satisfactory to the Authority and the Corporation.
•
(a) The Authority shall he law fully entitled to issue the Bonds as herein
•
contemplated. .
•
(b) The Authority and the ('orporatiim shall hay e agreed on mutually acceptable
terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and
conditions of any trust instruments or instruments in respect thereto and any Finaneinc •
Agreements or other agreements incidental to the financing or referred to in Sections 2 and
3 hereof. . •
(C) Rulings satisfactory to the Corporation and the Authority as to such maters
with respect to the Bonds, the Project, the Financing Agreements and any other trust •
instrument or instruments. i fspecitied by the Authority and the Corporation. shall ha\e been
1. obtained from the Internal Re\enue Scryice and or the (.'sited States Treasury I)epartrrrent .
•
and shall be in full force and effect at the time of issuance of the Bonds. .
Id) Such other rulings, approvals, consents. certificates of compliance. opinions
of'counsel and other instruments and proceedings satisfactory to the Corporation and the
Authority as to such matters with respect to the Bonds. the Project. the Financing
Agreements and any other trust instrument or instruments, as shall be speci lied by the
Corporation or the Authority. shall have been obtained from such ,governmental, as well as
non-governmental. agencies and entities as may have or assert competent jurisdiction over
_.__---.... ..._ _ ____..Packet Pare-2072-__.__.._�_.._-_._..._ .._,.__..___..__.__ ____ _... ._ ..
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or interest in matters pertinent thereto and shall be in full force and effect at the time of
issuance of the Bonds.
(c) Compliance with all applicable provisions of•Chapters 2-1?. I Se),215 and 2 I`,
Florida Statutes,and the Authority's guidelines and procedures relating to the issuance of the
Bonds,the interest rates thereon,the type ofpurchasers of the Bonds and the terms on which
the Bonds may otherwise be issued.
(I) Notwithstanding any other terms hereof, nothing contained herein shall be
construed to create a binding commitment by the Authority to issue the Bonds until such
time,if ever,as the Authority shall gram its final approval for the issuance of the Iioncls and
the final terms and provisions of the Financing Agreements. By execution hereof, the
Corporation agrees that the Authority may withhold its final approval ofthe issuance of the
I. Bonds in its sole discretion and shall not incur any liability whatsoever as a result of it not
granting any such approval notwithstanding any other pro%ision hereof.
•
If the events set forth in this Section 4 do not take place ..ithin the time set It or
any extension thereof, the C'orporation agrees that it .y ill reimburse the Authority for all the
reasonable and necessary direct or indirect expenses which the Authority may incur at the -
Corporation's request arising from the execution ol•this Agreement and the performance by
the Authority of its obligations hereunder. including reasonable legal Ice; and e. prase.■ for
Counsel to the Authority and Bond Counsel.
h. 5. Binding Effect. All covenants and agreements herein contained by or on behalf
Iof the Authority and the Corporation shall bind and inure to the benefit of the respeeli\c .
successors and assigns of the Authority and the Corporation whether so expressed or not. •
IN WITNESS WHEREOF.the parties hereto have entered into this Agreement by
their officers thereunder duly authorized as of the 2uth day of April. I PP).
/Krvnaindrrofpawreit:fel:rurult•1,/ili/asa. signatures our/allow Ark premel
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COLLIER COUNTY EDUCATIONAL.
FACILITIES AU'I'll()ItITY
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EXHIBIT B TO RESOLUTION
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AFFIDAVIT OF PUBLICATION OF
NOTICE OF PUBLIC HEARING 1
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Naples Daily News
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Naples, FL 34102
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Affidavit of Publication
Naples Daily News i
--- ---------- ------• --- ----- Notice of Public Hearing
Notice Is hereby given that the Collier County Ede
1 wetland FOCltltles Authority Rhe "Authority") w0
Conduct et special meeting and public hearing on April
20, 1999 at 10:00 n.m. In the Economic Dovelonmen
PICKVORTH, DONALD P.A. Council of Collier County Cnnterence Room, 305
▪ ; North HorseShoe Drive, Stilts 170, Nopla, Viol uln,
5150 TANIANI TRL N 1602 34104 for the purpose of receiving 1.1Wlk conm,.•,n•,
NAPLES FL 34103 end hearing discussion concerning the Itnnt.ns"d I'.'.,.
once of the of me Authority's Collier County Fdt.cu•
tlonot Fedlllles Authority Revenue Bonds hnternatlonal College Inc.Prolecfl, Series 1999 In on
amount not to exceed 55,000,000 to be used to finance
and re•finunce the acquisition Construction, an.1
eculppin* 01 certain education(Iac11111es (Sess.ihe•1
.f tretow.
r:REFERENCE: 010784 1.PROJECT DESCRIPTION:Construction of a two-
story concrete block betiding of op,rorinuc,lely
57857898 Notice of Public Hee 15,000 %rtes feet to hOtne omces, classroom,,,
and realer odminislrttlive owl In'truCllhooi
snot 0.
•State of Florida 7. PROJECT LOCATION: 1e a t it•ol Ills tiro tl•
County of Collier brom•a htu:n PUO.N011ldlrnnke Pinto Is let wed•• . .
me.tC treat'JN00•0" "r •to-v61..,: .• •'•• .
Before the undersigned authority, personally %tote '5 and mimosa... 6663 1l•e site ,s • • i
appeared 8. Lamb, who on oath says that she serves west sere of Northbrook*Drive,Dow c•.ini:'e.. .
miles north of Immokol.S Road.
as the Assistant Corporate Secretary of the Naples 3•INfTIA, r,PEJlATOR and OWNER:In!ernnnernd
Daily News, a daily newspaper published at Naples, Cunnge ow..tarto,ltln carom mow,tme16(.,0011 ,
An Collier County, Florida: that the attached All Interested persons are invited In wow,. ,•,i.tt•.t•
Yr comments or attend site heroine,ellher stet snrwmy I',
copy of Advertising was published in seid huouon their representative Ord wig be given on 01••
newspaper on dates listed. nortunity to eepre ss their views concermtor the nu nt•
Aff Cant further a tilaL the said Maples Daf l ems or the financing.Anyone desiring to make_role.,
Daily comments In advance of The hearing moo send such
"News is a newspaper published at Naples, in said comments to: •
Collier Count Florida, and that the said Collier County Ecktcalionut racllltles Auu,..ih
Y Economic Development Council
ppaappeer has heretofore been continuously 3050 North Horseshoe breve,suite 170
-,p1Jblashed in said Collier County, Florida, each Nepies,Florida 31104
',day and has been entered as second class mail and'Written comments receiver In edvrnce oi ere tIn, o.-
Y and oral comments made el the, hearing Int n•..
• matter at the post office in Naples, in said Consideration of the Authority nod will not hints n:,•r,,.
▪ Collier County, Florida, for a period of 1 year in«ICpplls of the opDNCet{Ohs for firwreclnu pre oynn.
next preceding the first publication of the able for inspection and copying of the office of the Es.,
.attached copy of advertisement; and all ient nonce Development Council)sot forth uCove.
further says that she has neither paid nor ANY DECISION MADE PERSON DECIDE AUTHORITY W li•
promised any person, firm or coporation any RESPECT TO ANY MATTER CONSIDERED Al SUCH
discount, rebate, commission or refund for the THE RPROCEEDINGSSAND 1 FORE THATRIt U(RI OS1.,
purpose of securing this advertisement for SUCH PERSON MAY NEED TO ENSURE THAT A '
publication in the said newspaper. VERBATIM RECORD OF THE PROCEEDINGS IS
MADE WHICH RECORD INCLUDES THE TE STIMON 1 '
AND EVIDENCE UPON WHICH THE APPEAL IS 10 IN
PUBLISHED ON: 04/05 •CASED.
In occordonce with the Americans with Dlinbitlties
Act,persons needing a SolClot aCCOmmpdatlon In nor•
fic)pate In this hearing should contact Donald A.Pio•
worth General Counsel,at(9411 263•!060 no late.than
three(31 dogs prior to the hearing.
This notice Is given pursuant to Section 1•17111.d
me Internal Revenue Code,os amended.
AD SPACE: . 133.000 INCH 's/Donold A.Pick worth
{' Assistant Secretary and Genera.Counsel
._'FILED ON: 04/05/99 April S No.1397777
• • Signature of Affiant �" �'
Clio .
-Sworn to and Subscribed • f' me this,/ of ./,_ 19.2
Personal ly known by me i _4A111 _of-
•
/
} w 4^M GARET J.SILLS. l;
fi.I My COMMISSION/CC 625177 It
I. � ) EXPIRES:Audi 16,2001 i
• (
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` .,t"-.....•_aenu90 Poo notary Wilk Un9erNlltril
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Packet Page-2076- _____�__„_•_..,_.___
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. il NO7k2E OF INTENT
Naples Daily News i 7 TOR COMIDER
Naples, Ft. 34102
ft ht aft on IrriStrInir,
Affidavit of Publication
MAY 11, t*,e In the
Naples Daily News AerttlrNstrolbn Bulkirms
meat Carew, 3301 East .
•
Tensions! T
Merida, COmm ssio eof
BOARD OF COUNTY COMMISSIONERS mmeent of au the OOcdl-
ATTN: TONYA PHILLIPS manta meow* will
PO BOX 413016 The Me of the proposed
NAPLES FL 34101-3016 Ordnance Is as fellows:
AN ORDINANCE •
AMENDING ORDI.
NANCE NUMBER
•1.102, THE COLLIER
COUNTY LAND DE•
REFERENCE: 001230 8912501 1 WHICH IINCLUDES
57867234 91-102/P0D-99-021OT i THE COMPREHEN-
SJ ZONING REGU.
State of Florida
LATIONS
of Collier AREA OF COLLIER
Before the undersigned authority, personally BY ATME�IDIC FLORIDA E
appeared B. Laub, who on oath says that she serves LAS M L TWANG AT•
as the Assistant Corporate Secretary of the Naples LAS MAP NUMBERED
rpo Y P oso2N•BY CHANGING
Daily News, a daily newspaper published at Naples, THE PIING CLASSI•
in Collier County, Florida: that the attached • HEREIN ION OF THE
copy of Advertising was published in said REAL DENT LO-
REAL PROPERTY LO-
CATED on dates listed. CArED FROM"A"RU
says that the said Naples Dail ROL AGRICULTURE
Affiant further ss
Y P Y TO "PlH1" PLANNED
News is a newspaper published at Naples, in said UNIT DEVELOPMENT
Collier County, Florida, and that the said KNOWN A5 VENE•
newspaper has heretofore been continuously FESSONALL FOOFFFItCES
published in said Collier County, Florida, each AND LIGHT COMMER• o
day and has been entered as second class mail OM. UAIi E LOCATED
Ratter at the post office in Naples, in said i BEACH ROADD(CR$66T2)
Collier County, Florida, for a period of 1 year WEST OF
1/e MIL
next preceding the first publication of the R AD(C P1�)�.P1 EG
attached copy of advertisement; and aft tent ROAD, TTOWGS UP 19
further says that she has neither paid nor
SOUTH, RANGE 25
promised any person, firm or C EAST COLLIER
p y pe oporstion any CotstsT FLORIDA
discount, rebate, commission or refund for the +1. AClEjSj;, OF ay
purpose of securing this advertisement for PROVING AND EP-
publication in the said newspaper. FECTIVEDATE
•
Pennon No. PUD.90-02,
ConWd PUBLISHED ON: 04/25 swwMiaar Barton 4 &
Peek, Inc., representing
Kenney SchrYver, os
Tnrstee tee Land Trust
95.101 requesting a reel•
tone ultre to"PUD"POined
AD SPACE: 147.000 INCH Unf Development to be
FILED ON: 04/26/99 for 10 ProoteUlon�al°1olnncei
__„_ _____ _„ • • 'ands, light commercial
/„ { an Beoeh Rood(C..R.$62)
Signature of Affiant J• i 1/4 Rood�CR.R1�
Sworn to and Subscribed bef me chimes -der of • 142/r ordinance are on no win,
p/ the Clark to the Board and
�s� .-.J ore won able for Yrsoec•
Personally known by me 4 `C�"I 2d -r- _ Nor.All Interested Domes
J' bbehe rt ned to attend and
NOTE All persons
1 wishwa to weak on env
I°condo Item must reels. .
-: r.� .•-- ter with the Cry ad.
Ir ...:,—:,-1-4-.., - MARGARET J,SILLS Rese o oPRIOR oto
I f.t..'� = MY COMMISSION r CC 625 117 ! do Item to be the
I's,�S,•':; E7�8IE5:Apll,6.2001 Indivlduol speakers wig
I: ••.y..i�;�� Bathe iMu be limbed 10 S minutes an
_- _ *Airy Put*Unotrwmten any Item.The selectbn of
on Individual to Weak on
• IxhOW al oneriamrovanoloseddaon
is piked by the temp.
man, a spokesperson ta
a Draw or organization
may be allotted 10 min-
utes to speak an an Item.
Persons wishing to
hove written a graphic
materials Included In the
Board agenda pockets
must submit sold material
o minimum of 3 weeks
prbr to the resecMw
' Pik smitten motorises rises In.
tended to be considered
by the Board shall be sea.
mined to the aperaprlole
Courtly
at seven tuft �mmin a+i
poetic taarha.All molar}-i
d used In presentations.
• - �a permanent port of
-, **record.
who*mkt.
•
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RESOLUTION NO.04- 4 6
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY,FLORIDA APPROVING THE ISSUANCE AND SALE
OF EDUCATIONAL FACILITIES REVENUE BONDS BY THE COLLIER
COUNTY EDUCATIONAL FACILITIES AUTHORITY AS REQUIRED BY
SECTION 147(f)OF THE INTERNAL REVENUE CODE,AS AMENDED;
AND PROVIDING FOR OTHER RELATED MATTERS.
WHEREAS, International College,Inc.,a Florida corporation not for profit(the "Borrower")
has applied to the Collier County Educational Facilities Authority(the "Authority")to issue a series of
its private activity revenue bonds in the initial aggregate principal amount of not to exceed
$20,000,000(hereinafter referred to as the"Bonds"whether issued as multiple bonds or one bond)to
be used to(i)pay or reimburse the Borrower for the costs of the acquisition, construction,and
equipping of certain educational facilities to be located in the City of Fort Myers,Lee County,Florida
(the"City")and described below(the "Project");(ii)currently refund all or a portion of the Authority's
$4,800,000 Educational Facilities Authority Revenue Bonds(International College, Inc. Project),
Series 1999 and the Authority's$594,000 Revenue Bond(International College,Inc. Project),Series
2001 (collectively,the "Prior Bonds");and(iii)pay certain expenses incurred in connection with the
issuance of the Bonds and the refunding of the Prior Bonds,including the cost of any credit
enhancement or liquidity enhancement, if deemed necessary or desirable by the Borrower; and
WHEREAS, on January 26,2004 a public hearing was held by the Authority with regard to the
issuance of the Authority's Educational Facilities Revenue Bonds, Series 2004(International College,
Inc. Project) in an aggregate principal amount not to exceed$20,000,000(the`Bonds");and
WHEREAS, on January 26,2004,the Authority adopted its Resolution 2004-01 (the
"Authority Resolution"),a copy of which is attached hereto as Exhibit A and made a part hereof,said
Resolution showing on its face that it was adopted after a public hearing upon notice given as set forth
therein and as set forth in Exhibit B to the Authority Resolution;and
WHEREAS, the proceeds of the Bonds will be used by the Authority to make a loan to
International College,Inc. (the"College")for the purposes set forth above; and
WHEREAS,the Bonds will not be an obligation of the County,and will be payable from funds
of the College;and
WHEREAS, pursuant to the requirements of the Internal Revenue code of 1986, as amended
(the"Code"), as a prerequisite to the issuance of the Bonds it is necessary that the Board of County
Commissioners of Collier County approve the issuance thereof after said public hearing;and
WHEREAS,the Board of County Commissioners desires to evidence its approval of the
issuance of the Bonds solely to satisfy the requirements of the Code.
Packet Page-2078-
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NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF COUNTY •1 <.' .
COMMISSIONERS OF COLLIER COUNTY THAT:
Section 1. The Board of County Commissioners hereby approves the issuance of the Bonds
solely for purposes of Section 147(1)of the Code.
Section 2. The Bonds shall not constitute a debt, liability or obligation of Collier County,its
Board of County Commissioners,its officers, agents or employees,or the State of Florida or any
political subdivision thereof,but shall be payable solely from the revenues provided therefore,and
neither the faith and credit nor any taxing power of Collier County,or the State of Florida or any
political subdivision thereof is pledged to the payment of the principal of,premium, if any,and
interest on the Bonds. No member of the Board of
County Commissioners of Collier County or any
officer,agent,or employee thereof shall be liable personally on the Bonds by reason of their issuance.
Section 3. This approval shall in no way be deemed to abrogate any regulations of Collier
County,and any portion of the Project contemplated by this Resolution located within Collier County
shall be subject to all such regulations,including,but not limited to,the Collier County Growth
Management Plan,all concurrency requirements contained therein,the Collier County Land
Development Code,and all applicable impact fee regulations.
Section 4. If any section,paragraph,clause or provision of this Resolution shall be held to be
invalid or ineffective for any reason,the remainder of this Resolution shall continue in full force and
effect,it being expressly hereby found and declared that the remainder of this Resolution would have
been adopted despite the invalidity or ineffectiveness of such section, paragraph,clause or provision.
Section 5. This Resolution shall take effect immediately upon its adoption.
PASSED and Adopted this 10th day of February,2004.
ATTEST: COLLIER COUNTY,FLORIDA BY
Dwight E. Brock,Clerk ITS BOARD OF COUNTY
COMMISSIONERS
Donna iala,Chairman
Wript 4is �::'lrrlaa't
slapture tct.
Ilsm# lLk
Approved as to form and 1 gal sufficiency: trn:Ia o'l•/0 py
Gaa
�w1.2 a- Toy
David C. Weigel,County Atto `!'=J --.
, °mN
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•
Execution Copy " ..t,
RESOLUTION NO. 2004-01
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY EDUCATIONAL FACILITIES AUTHORITY
REGARDING THE OFFICIAL ACTION OF THE
AUTHORITY WITH RESPECT TO THE PROPOSED
ISSUANCE BY THE AUTHORITY OF ITS EDUCATIONAL
FACILITIES REVENUE BONDS (INTERNATIONAL
COLLEGE, INC. PROJECT) SERIES 2004 IN AN INITIAL
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$20,000,000 TO BE USED TO (i) PAY OR REIMBURSE
INTERNATIONAL COLLEGE, INC, A FLORIDA
CORPORATION NOT FOR PROFIT(THE"BORROWER")FOR
THE COSTS OF THE ACQUISITION, CONSTRUCTION, AND
EQUIPPING OF CERTAIN EDUCATIONAL FACILITIES TO BE
LOCATED IN THE CITY OF FORT MYERS, LEE COUNTY,
FLORIDA(THE "PROJECT"); (ii) CURRENTLY REFUND ALL
OR A PORTION OF THE AUTHORITY'S $4,800,000
EDUCATIONAL FACILITIES AUTHORITY REVENUE BONDS
(INTERNATIONAL COLLEGE, INC. PROJECT), SERIES 1999
AND THE AUTHORITY'S $594,000 REVENUE BOND
(INTERNATIONAL COLLEGE, INC. PROJECT), SERIES 2001
(COLLECTIVELY, THE "PRIOR BONDS"); AND (iii) PAY
CERTAIN EXPENSES INCURRED IN CONNECTION WITH THE
ISSUANCE OF THE BONDS AND THE REFUNDING OF THE
PRIOR BONDS, INCLUDING THE COST OF ANY CREDIT
ENHANCEMENT OR LIQUIDITY ENHANCEMENT, IF
DEEMED NECESSARY OR DESIRABLE BY THE BORROWER;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
PRELIMINARY FINANCING AGREEMENT BETWEEN
THE AUTHORITY AND THE BORROWER;AUTHORIZING
THE EXECUTION AND DELIVERY OF AN INTERLOCAL
AGREEMENT BETWEEN THE AUTHORITY AND THE
CITY OF FORT MYERS,FLORIDA;AND PROVIDING FOR
RELATED MATTERS.
WHEREAS, International College, Inc., a Florida corporation not for profit (the
"Borrower") has applied to the Collier County Educational Facilities Authority (the
"Authority") to issue a series of its private activity revenue bonds in the initial aggregate
principal amount of not to exceed $20,000,000 (hereinafter referred to as the "Bonds"
Exhibit A to BCC Resolution
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whether issued as multiple bonds or one bond)to be used to(i)pay or reimburse the Borrower
for the costs of the acquisition, construction, and equipping of certain educational facilities to be
located in the City of Fort Myers, Lee County, Florida (the "City") and described below (the
"Project"); (ii) currently refund all or a portion of the Authority's $4,800,000 Educational
Facilities Authority Revenue Bonds (International College, Inc. Project), Series 1999 and the
Authority's $594,000 Revenue Bond (International College, Inc. Project), Series 2001
(collectively, the "Prior Bonds"); and (iii)pay certain expenses incurred in connection with the
issuance of the Bonds and the refunding of the Prior Bonds, including the cost of any credit
enhancement or liquidity enhancement, if deemed necessary or desirable by the Borrower; and
WHEREAS,the Borrower has requested that the Authority loan the proceeds of the
Bonds to the Borrower pursuant to Chapter 243, Part I Florida Statutes, or such other
provision or provisions of Florida law as the Authority may determine advisable(the"Act")
in order to accomplish the foregoing purposes; and
WHEREAS,the issuance of the Bonds and the loaning of the proceeds thereof to the
Borrower to finance the costs of the Project under loan agreements or other financing
agreements,and pursuant to the terms thereof which will provide that payments thereunder
be at least sufficient to pay the principal of and interest and redemption premium,if any,on
such Bonds and such other costs in connection therewith as may be incurred by the Authority,
will assist the Borrower and promote the public purposes provided in the Act; and
WHEREAS,the Borrower has submitted the Preliminary Financing Agreement(the
"Preliminary Agreement")relating to the issuance of the Bonds,attached hereto as Exhibit A;
and
WHEREAS, in order to satisfy certain of the requirements of Section 147(f)of the
Internal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date
hereof hold a public hearing on the proposed issuance of the Bonds for the purposes herein
stated, which date is more than 14 days following the first publication of notice of such
public hearing in a newspaper of general circulation in Collier County and which public
hearing was conducted in a manner that provided a reasonable opportunity for persons with
differing views to be heard,both orally and in writing,on the issuance of the Bonds and the
location and nature of the Project as more particularly described in the notice of public
hearing attached hereto as Exhibit B; and
WHEREAS, the Authority and the City are both "public agencies" as defined in
Section 163.01, Florida Statutes, as amended, which is titled the "Florida Interlocal
Cooperation Act of 1969"(the"Interlocat Act")and as such"public agencies"are authorized
2
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under the Interlocal Act to enter into interlocal agreements for the purposes described in the
Preliminary Agreement, the Interlocal Agreement,and herein; and
WHEREAS,the Project is located outside the boundaries of Collier County,Florida,
but with the boundaries of the City; and
WHEREAS,the Authority has been requested to enter into an interlocal agreement
with the City to provide for the issuance of the Bonds; and
WHEREAS,it is intended that this Resolution shall constitute official action toward
the issuance of the Bonds within the meaning of the applicable United States Treasury
Regulations in addition to any other action that may have heretofore been taken by the
Borrower;
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
EDUCATIONAL FACILITIES AUTHORITY, THAT:
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. PRELIMINARY STATEMENT. This Resolution is entered
into to permit the Borrower to proceed with the financing of the costs of the Project and the
refunding of the Prior Bonds and to provide an expression of intention by the Authority,prior
to the issuance of the Bonds, to issue and sell the Bonds and make the proceeds thereof
available for such purposes,all in accordance with and subject to the provisions of the Act,
the Constitution and other Iaws of the State of Florida and the laws of the United States of
America, including the Code,and this Resolution,but subject in all respects to the terms of
the Preliminary Agreement.
SECTION 3. APPROVAL OF THE FINANCING. The financing of the
costs of the Project and the refunding of the Prior Bonds by the Authority through the
issuance of the Bonds, pursuant to the Act,will improve educational opportunities for the
citizens and residents of Collier County and the City, and will promote the economic
development, prosperity,health and welfare of the citizens of Collier County and the City,
will promote the general economic structure of Collier County and the City,and will thereby
serve the public purposes of the Act and is hereby preliminarily approved,subject,however,
in all respects to the Borrower meeting the conditions set forth in the Preliminary Agreement
to the sole satisfaction of the Authority.
3
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7
SECTION 4. EXECUTION AND DELIVERY OF PRELIMINARY
AGREEMENT. The Chairman or the Vice-Chairman is hereby authorized and directed to
execute,for and on behalf of the Authority,the Preliminary Agreement,in the form attached
hereto as Exhibit A, between the Authority and the Borrower providing understandings
relative to the proposed issuance of the Bonds by the Authority in an aggregate principal
amount not to exceed the lesser of(a) $20,000,000 or (b) the amount determined by the
Authority and the Borrower to be necessary to accomplish the foregoing purposes.
SECTION 5. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Authority hereby determines to issue the Bonds, if so
requested by the Borrower and subject in all respects to the conditions set forth in the
Preliminary Agreement,in an aggregate principal amount not to exceed$20,000,000 for the
purposes set forth. The rate of interest payable on the Bonds shall not exceed the maximum
rate permitted by law.
SECTION 6. AUTHORIZATION OF INTERLOCAL AGREEMENT.
The Chairman or the Vice-Chairman is hereby authorized and directed to execute and deliver
an Interlocal Agreement between the Authority and the City in substantially the form as set
forth in Exhibit C hereof.
SECTION 7. GENERAL AUTHORIZATION. The Chairman and the
Vice-Chairman are hereby further authorized to proceed, upon execution of the Preliminary
Agreement,with the undertakings provided for therein on the part of the Authority and are
further authorized to take such steps and actions as may be required or necessary in order to
cause the Authority to issue the Bonds subject in all respects to the terms and conditions set
forth in the Preliminary Agreement authorized hereby.
SECTION 8. OFFICIAL ACTION. This resolution is an official action of
the Authority toward the issuance of the Bonds, as contemplated in the Preliminary
Agreement, in accordance with the provisions of the laws of the State of Florida and the
applicable United States Treasury Regulations.
SECTION 9. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing power
of Collier County,the State of Florida or any political subdivision or agency thereof but shall
be payable solely from the revenues pledged therefor pursuant to a loan agreement or other
financing agreement entered into between the Authority and the Borrower prior to or
contemporaneously with the issuance of the Bonds. The Authority has no taxing power.
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SECTION 10. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval or endorsement of approval of any necessary rezoning or other
land use or development applications nor for any other regulatory permits relating to the
Project and the Authority shall not be construed by reason of its adoption of this resolution
to have waived any right of Collier County or the City or to have estopped either of them
from asserting any rights or responsibilities they may have in that regard.
SECTION 11. EFFECTIVE DATE. This Resolution shall take effect
immediately.
ADOPTED this 26th day of January, 2004.
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COLLIER COUNTY EDUCATIONAL
FACI ITIES AUTHOR! '
•
1
Chairman /
ATTE T:
(Y.1 ,/ t„ A
xecutive Di ect. a. .
Assistant Secretary
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EXHIBIT A TO RESOLUTION 2004- 1 16
I 0 K 4
PRELIMINARY FINANCING AGREEMENT FOR ISSUANCE OF
PRIVATE ACTIVITY REVENUE BONDS
This Agreement between the Collier County Educational Facilities Authority,a public
body corporate and politic(the"Authority")and International College,Inc.,a Florida not-for-
profit corporation (the "Borrower").
WITNESSETH:
1. Preliminary Statement. Among the matters of mutual understanding and
inducement which have resulted in the execution of this Agreement are the following:
(a) The Act provides that the Authority may issue revenue bonds and loan the
proceeds thereof to one or more persons,firms or private corporations,or use such proceeds,
to defray the cost of acquiring, by purchase or construction, certain qualifying educational
facilities.
(b) The Borrower is considering financing the costs of the acquisition,
construction and equipping of educational facilities to be owned and operated by the
Borrower.
(c) The Borrower has applied to the Authority to issue a series of its private
activity revenue bonds in the initial aggregate principal amount of not to exceed$20,000,000
(the "Bonds") to be used to (i) pay or reimburse the Borrower for the costs of the acquisition,
construction, and equipping of certain educational facilities to be located in the City of Fort
Myers, Lee County, Florida (the "Project"); (ii) currently refund all or a portion of the
Authority's $4,800,000 Educational Facilities Authority Revenue Bonds (International College,
Inc.Project),Series 1999 and the Authority's$594,000 Revenue Bond(International College,Inc.
Project), Series 2001 (collectively, the "Prior Bonds"); and(iii)pay certain expenses incurred in
connection with the issuance of the Bonds and the refunding of the Prior Bonds, including the cost
of any credit enhancement or liquidity enhancement, if deemed necessary or desirable by the
Borrower.
(d) The Authority considers the issuance and sale of the Bonds, for the purposes
hereinabove set forth,consistent with the objectives of the Act. This Agreement constitutes
official action of the Authority toward the issuance of the Bonds in accordance with the
purposes of the Act and the applicable United States Treasury Regulations.
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2. Undertakings on the Part of the Authority. Subject to the terms hereof,the Authority
agrees as follows:
(a) The Authority will, subject to the terms hereof, authorize the issuance of the
Bonds, in one or more series, in the aggregate principal amount necessary and sufficient to
finance the cost of acquiring,constructing and equipping the Project and refunding the Prior
Bonds as the Authority and the Borrower shall agree in writing(including costs of issuance
of such Bonds), but in all events, the principal amount of such Bonds shall not exceed the
lesser of(i) the amount determined by the Authority and the Borrower to be necessary to
accomplish the foregoing, or(ii) $20,000,000.
(b) The Authority will cooperate with the Borrower and with the underwriters,
placement agents or purchasers of the Bonds and the Bond Counsel of the Authority with
respect to the issuance and sale of the Bonds and will take such further action and authorize
the execution of such documents as shall be mutually satisfactory to the Authority and the
Borrower for the authorization,issuance and sale of such Bonds and the use of the proceeds
thereof for the purposes set forth.
(c) Such actions and documents may permit the issuance from time to time in the
future of additional bonds on terms which shall be set forth therein,whether pan passu with
other series of bonds or otherwise, for the purpose of(1)defraying the cost of completion,
enlargements, improvements and expansions of the Project, or any segment thereof, or(2)
refunding all or a portion of the Bonds.
(d) The loan agreements, trust indentures, and other financing documents
(collectively, the "Financing Agreements")between the Authority and the Borrower shall,
under terms agreed upon by the parties,provide for payments to be made by the Borrower
in such sums as shall be necessary to pay the amounts required under the Act, including the
principal of and interest and redemption premium, if any, on the Bonds, as and when the
same shall become due and payable.
(e) In authorizing any issuance of the Bonds pursuant to this Agreement, the
Authority will make no warranty,either expressed or implied,that the proceeds of the Bonds
will be sufficient to pay all costs of acquiring,constructing and expanding the Project or that
those facilities encompassed by the Project will be suitable for the purposes or needs of the
Borrower.
(f) The Bonds shall specifically provide that they are payable solely from the
revenues derived from the Financing Agreements between the Authority and the Borrower
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or other agreements approved by the Authority. The Bonds and the interest thereon shall not
constitute an indebtedness or pledge of the general credit of Collier County, the City, the
State of Florida or any political subdivision or agency thereof,and such fact shall be plainly
stated on the face of each of the Bonds.
(g) Issuance of the Bonds by the Authority shall be contingent upon satisfaction
of all of the provisions hereof and all provisions of the Internal Revenue Code of 1986, as
amended(the"Code"),and the regulations promulgated thereunder,and the approval by the
Board of County Commissioners of Collier County,Florida and the City Council of the City
in accordance with the provisions of Section 147(1)of the Code.
3. Undertakings on the Part of the Borrower. Subject to the terms hereof, the
Borrower agrees as follows:
(a) The Borrower will use reasonable efforts to insure that the Bonds in the
aggregate principal amount as stated above are sold; provided, however, that the terms of
such Bonds and of the sale and delivery thereof shall be mutually satisfactory to the
Authority and the Borrower.
(b) Prior to the issuance of the Bonds in the principal amount stated above in one
or more series from time to time as the Authority and the Borrower shall agree in writing,the
Borrower will enter into the Financing Agreements with the Authority, the terms of which
shall be mutually agreeable to the Authority and the Borrower,providing for the loan or use
of the proceeds of the Bonds in accordance with the purposes set forth herein. Such
Financing Agreements will provide that the Borrower will be obligated to pay the Authority
(subject to any assignment pursuant to the Financing Agreements,as the case may be)sums
sufficient in the aggregate to enable the Authority to pay the principal of and interest and
redemption premium, if any, on the Bonds, as and when the same shall become due and
payable, and all other expenses related to the issuance and delivery of the Bonds.
(c) The Borrower shall, in addition to paying the amounts set forth in
g the
Financing Agreements, pay all applicable costs of operation, maintenance, taxes,
governmental and other charges which may be assessed or levied against or with respect to
the Project.
(d) To the extent not otherwise paid from Bond proceeds, the Borrower hereby
agrees to pay (i) the Authority Bond Issuance Fee, (ii) all of the out-of-pocket expenses of
officials and representatives of the Authority incurred in connection with the issuance of the
Bonds and(iii)all fees and expenses of Donald A.Pickworth,P.A.,Counsel to the Authority,
and of Nabors, Giblin& Nickerson, P.A., Bond Counsel.
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(e) The Borrower will hold the Authority, Collier County, and the City free and
harmless from any loss or damage and from any taxes or other charges levied or assessed by
reason of any mortgaging or other disposition of the Project.
(f) The Borrower agrees to indemnify and defend the Authority, Collier County,
and the City(the"Indemnified Parties")and hold the Indemnified Parties and any officer or
employee thereof 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
Project or the issuance of the Bonds and the Borrower's undertaking thereof,or in any way
growing out of or resulting from this Agreement including,without limitation, all costs and
expenses of the Authority and reasonable attorneys'fees incurred in the enforcement of any
agreement of the Borrower contained herein. In the event that the Bonds are not issued and
delivered, this indemnity shall survive the termination of this Agreement.
(g) The Borrower will take such further action as may be required to implement
its aforesaid undertakings and as it may deem appropriate in pursuance thereof.
4. General Provisions. All commitments of the Authority under Section 2 hereof
and of the Borrower under Section 3 hereof are subject to the conditions that all of the
following events shall have occurred not later than January 1, 2005, or such other date as
shall be mutually satisfactory to the Authority and the Borrower:
(a) The Authority shall be lawfully entitled to issue the Bonds as herein
contemplated.
(b) The Authority and the Borrower shall have agreed on mutually acceptable
terms for the Bonds and the sale and delivery thereof and mutually acceptable terms and
conditions of any trust instruments or instruments in respect thereto and any Financing
Agreements or other agreements incidental to the financing or referred to in Sections 2 and
3 hereof.
(c) Rulings satisfactory to the Borrower and the Authority as to such matters with
respect to the Bonds,the Project, the Financing Agreements and any other trust instrument
or instruments,if specified by the Authority and the Borrower,shall have been obtained from
the Internal Revenue Service and/or the United States Treasury Department and shall be in
full force and effect at the time of issuance of the Bonds.
(d) Such other rulings, approvals, consents, certificates of compliance, opinions
of counsel and other instruments and proceedings satisfactory to the Borrower and the
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Authority as to such matters with respect to the Bonds,the Project,the Financing Agreements
and any other trust instrument or instruments, as shall be specified by the Borrower or the
Authority, shall have been obtained from such governmental,as well as non-governmental,
agencies and entities as may have or assert competent jurisdiction over or interest in matters
pertinent thereto and shall be in full force and effect at the time of issuance of the Bonds.
(e) Compliance with all applicable provisions of Chapters 243, 189,215 and 218,
Florida Statutes,and the Authority's guidelines and procedures relating to the issuance of the
Bonds,the interest rates thereon,the type of purchasers of the Bonds and the terms on which
the Bonds may otherwise be issued.
(f) Notwithstanding any other terms hereof, nothing contained herein shall be
construed to create a binding commitment by the Authority to issue the Bonds until such
time,if ever,as the Authority shall grant its final approval for the issuance of the Bonds and
the final terms and provisions of the Financing Agreements. By execution hereof, the
Borrower agrees that the Authority may withhold its final approval of the issuance of the
Bonds in its sole discretion and shall not incur any liability whatsoever as a result of it not
granting any such approval notwithstanding any other provision hereof.
If the events set forth in this Section 4 do not take place within the time set forth or Amok
any extension thereof, the Borrower agrees that it will reimburse the Authority for all the
reasonable and necessary direct or indirect expenses which the Authority may incur at the
Corporation's request arising from the execution of this Agreement and the performance by
the Authority of its obligations hereunder, including reasonable legal fees and expenses for
Counsel to the Authority and Bond Counsel.
5. Binding Effect. All covenants and agreements herein contained by or on behalf
of the Authority and the Borrower shall bind and inure to the benefit of the respective
successors and assigns of the Authority and the Borrower whether so expressed or not.
IN WITNESS WHEREOF,the parties hereto have entered into this Agreement by
their officers thereunder duly authorized as of the 26th day of January,2004.
(Remainder of page intentionally left blank,signatures on following page]
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COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY
Chairman
INTERNATIONAL COLLEGE,INC.
ent
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EXHIBIT B TO RESOLUTION 2004-01
AFFIDAVIT OF PUBLICATION OF
NOTICE OF PUBLIC HEARING
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Naples Daily News w edPtalkM
Naples, FL 34102 Zro6 urwiwi86d ine K ( ,
ttetia bherepy OHen twt (the Edit• i_
Affidavit of Publication atonal r.csNiee Aslrplq tN»'a >w61
Naples Daily News ; ▪ e NOpIt�osnl"6
Mee,for r. neNrt6= 11Fe1 tan-
=teats Yaur"'"'� 6i:
PICKWORTR, DONALD P.A. �,WQ�), e't Ptenias mewl
l
5150 TAMIAMI TRL N #502 wt*M m me,of the
NAPLES FL 34103 I WIwt oltMru�� rs •rs for
M uoob maprr wMs atuln Ira
• roY�haM tlto la tlr pis
Fo▪rt Lae FlerM end described la,
low Mey.�p curia{refund ad it•hoe.•
tket el REFERENCE: 010784 .s lha ds Au a t uta F Col'
58783514 Notice of Special Me mate........“. (1f1d tt�dt� ettrzr i
Pro)eet Ns 2661 lCSN6etbd Y,the•krbr
State of Florida I o°.a"�ron py armor bpeales Meured N cow,
the Mane 6F the bonds and the re.i
County of Collier ninmlrns� see riot Sarrq�..Meng Mt cost Of
Before the undersigned authority, personally trranwtrcawyordet�rarbdby 6armna.
appeared B. Lamb, who on oath says that she serves I N Ow AWerly__urea_to apron to lords,It
as Assistant Corporate Secretary of the Naples wilt eonxider a reahutl�th appravinp the sands,
Daily News, a daily newspaper published at Naples, s at to rwadt•Preliminary nt ry Alndreanhe.
in Collier County, Florida: that the attached d.aon the and•6nlhenarr Aoreeaent be.
copy of advertising was published in said otIons li end the s of the Ponds to
me for nuketsO wea�tee Mer71v
newspaper me payment of the cab trereef by to I mars
p per on dates listed. TM issuance of Yatla for tlse Project wed mars
Affiant further says sa that the said Naples Dail that the Authority eta into et N1brloat Agree.Y P Y meth pursuant to CNasrperae,r sa Florida statutes.
News is a newspaper published at Naples, in said EffieflvofF and ltAttfle award,Ow Ay
Collier County, Florida, and that the said eon of the Mt as Into,an Satanical
newspaper has heretofore been continuously , Apeard.
published in said Collier County, Florida, each 1.Prolect Description:Construction of a concrete
day and has been entered as second class mail block bull al MAO aso66 Wuare tees
matter at the post office in Naples, in said to house'In mow
asl rd related Mend.
Collier County, Florida, for a period of 1 year e0a0a
next preceding the first publication of the 2Arowet(aatlorl:TM sae a on the north Me of
attached copy of advertisement; and of f iant Colones laulewtM,(SR sat at 14 intersection with
further says that she has neither paid nor W1rMla Mena {east We of Mader Avenue),W
Y P the My of Fat Myers.la Florida The std
promised any person, firm or corporation any saes,more alas,and r loated
discount, rebate, commission or refund for the M a Nwaae Teases.lcadee a to Plat
the l Nat book e.Pepe 41 of me
purpose of securing this advertisement for 'tone w county.wawa,end 6 M Ow
publiction in the said newspaper. MnIN std mew yfMOwid towrehlpw loath,•
PUBLISHED ON: 01/11 '3.1MtNf Owner and Operator International Cot'
n edShnOwthe WM d Me tar SOW Of C a la aryl.
Ttw armede of the Prior rlo rids nwere used to II.
of�yc f�ish edduuneanlal4 set INtit.Mdutlhq alit.
Vista id55))wMidONcr5*dd ate lowsbnde(tit
AD SPACE: 276.000 INCH 4.COn6a to lUes Maafptlon:A mastery
FILED ON: 01/12/04 concrete block bull approximately 46.
__.. ad tI ty dawoome and Mat.
n W er'NlwnlsMw.ad edtu6naw gait.
J &Collier WORM Prefect Address:MSS North,Signature of Affiant _. moddWM,Men.Florida nen
Sworn to and Subscribed before me this i P2A- day of k.. a.Odua Fea6tWa Initial lard current)Owner and
f)taaon IMerMIblW College M�,a pile not
', JJ the at611t Rprpplen apanlieb Ipnd•f Ail? of
AN Intereted Personally known by me :,,,, . t -C', kea6fltada
hormone a toad tM M rle.,OM oerdamly views governing
,,i'..';'D,',`
Monett bushing the a the NciroMkantasw{airing W
M1'COMb'ISVON• DNS** EXP.RES make"wNWn antnend M atame of the)soaring
:'��:•yt.S"{'a; 2uly 24,200? may sand audner sa W:
. ...-:,', 1V4ial..V10.nvN•17.14.iNC Collier County
Authority
cr es genera COWAN
6160 Norse Tdder f Tf 1 llts S6)
Written aiti r.uet,�s�Ft d in advent*of tie Man Marlow are
bar l=ap of 1w AU0 ohs meildd wit not
Wd 5* CmYS Ii em.epgdaton to M1
5*w• , vJSJ a r Maeda and o owing u
glof Oawrel counsel and the maw
om Fmneldc twdepnwd Coandl,as net taN
: son.
swum awl mlaCCN MOM TO APPEAL ANY I..
ANT US• Twa I0W A err TrIE MOCF[6•'
II1INIM�DE[ AND.POd TIMTApl . PpERSdu MA
CLOD OTN n T OMADL.W ICMtICE D I N
W1getTlet R ...OM
Llaf�yiffaehlaa le se Min I Modern rn with CMabWS es
r Me)1040411 1dln 0
6hF
•
t •44 T. : ,1,�
. . _.lam y...li'. ''''•'01'4 y'.�.
y 1 t'v.'.h1 Y,;.
'i,;
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EXHIBIT C TO RESOLUTION 2004-01 r
FORM OF INTERLOCAL AGREEMENT
BETWEEN
COLLIER COUNTY EDUCATIONAL FACILITIES AUTHORITY
AND CITY OF FORT MYERS, FLORIDA
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This instrument was prepared by or under the supervision
of(and after recording should be returned to):
Christopher M.Traber,Esq.
Nabors,Giblin&Nickerson,P.A.
2502 Rocky Point Drive,Suite 1060
Tampa,Florida 33607 (Space reserved for Clerk of Court)
INTERLOCAL AGREEMENT
BETWEEN COLLIER COUNTY EDUCATIONAL FACILITIES AUTHORITY
AND THE CITY OF FORT MYERS, FLORIDA
WHEREAS, the Collier County Educational Facilities Authority (the "Issuer") is
a public body corporate and politic and a public instrumentality organized and existing
under the laws of the State of Florida including, particularly, Chapter 243, Part I, Florida
Statutes; and
WHEREAS, the Issuer has received an application from International College,
Inc., a Florida not-for-profit corporation (the "Borrower") requesting that the Issuer issue
its educational facilities revenue bonds in an amount not to exceed $20,000,000 and loan
the proceeds from the sale thereof to the Borrower for the principal purpose of providing
funds sufficient to (i) pay or reimburse the Borrower for the costs of the acquisition,
construction, and equipping of certain educational facilities to be located in the City,
Florida (the "Project"); (ii) c urrently refund all or a p ortion oft he I ssuer's $4,800,000
Educational Facilities Authority Revenue Bonds (International College, Inc. Project),
Series 1999 and the Issuer's $594,000 Revenue Bond(International College, Inc. Project),
Series 2001 (collectively, the "Prior Bonds"); and (iii) pay certain expenses incurred in
connection with the issuance of the Bonds (as defined below) and the refunding of the
Prior Bonds, including the cost of any credit enhancement or liquidity enhancement, if
deemed necessary or desirable by the Borrower, as described in the Preliminary
Financing Agreement between the Issuer and the Borrower, dated as of January 26, 2004;
and
WHEREAS, the Issuer has given its preliminary approval to the issuance of its
educational facilities revenue bonds in one or more series and in the aggregate principal
amount of not exceeding $20,000,000 (the "Bonds"), pursuant to the authority of Chapter
243, Part I, Florida Statutes, Chapter 163, Part I, Florida Statutes and other applicable
provisions of law(collectively, the "Act"), for the purposes described above; and
WHEREAS, the Bonds shall be secured solely by revenues described in the
Indenture of Trust to be dated as of March 1, 2004 between the Issuer and
(the "Trustee") (including any amendments and supplements
thereto, the "Indenture"), and the payment of the principal of and premium, if any, and
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interest on the Bonds as the same shall become due shall be made solely by the Borrower
in the amounts and from the sources as required by the Indenture and that certain Loan
Agreement to be dated as of March 1, 2004, between the Issuer and the Borrower
(including any amendments and supplements thereto, the "Loan Agreement"); and
WHEREAS, it is deemed desirable by both the Issuer and the City of Fort Myers,
Florida (the "City") that the Issuer and the City enter into this Interlocal Agreement, as
provided for and under the authority of Part I, Chapter 163, Florida Statutes, in order to
assist the Borrower in the financing of the Project located in the municipal boundaries of
the City, as more fully described in the Indenture and the Loan Agreement; and
WHEREAS, the Issuer and the City have determined that the loan of funds
derived from the proceeds of the Bonds to the Borrower pursuant to the terms of the
Indenture and the Loan Agreement will assist in providing modern and efficient
educational facilities and equipment as is commensurate with a desirable level of quality
education in Collier County and the City, and shall serve the public purposes of the Act,
the Project is appropriate to the needs and circumstances of, and shall make a significant
contribution to, the provision of educational facilities in Collier County and the City and
the respective inhabitants thereof; and
WHEREAS, neither the Issuer, Collier County, the City, nor the State of Florida
or any political subdivision or agency thereof shall in any way be obligated to pay the
principal,premium,if any, or interest on the Bonds as the same shall become due, and the
issuance of the Bonds shall not directly, indirectly, or contingently obligate the Issuer,
Collier County, the City, the State of Florida, or any political subdivision or agency
thereof to levy or pledge any form of taxation whatsoever therefor or to make any
appropriation from ad valorem taxation revenues for their payment; and
WHEREAS, on the date hereof, following a duly noticed public hearing held by
the City Council of the City (the "City Council"), for the purpose of giving all interested
persons an opportunity to express their views, either orally or in writing, on the proposed
issuance of the Bonds, the City Council, which has jurisdiction for purposes of Section
147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), over the area in
which a the Project is located, approved the execution and delivery of this Interlocal
Agreement, the issuance of the Bonds by the Issuer and the application of the proceeds
thereof; and
NOW, THEREFORE, THIS INTERLOCAL AGREEMENT, BETWEEN
COLLIER COUNTY EDUCATIONAL FACILITIES AUTHORITY AND THE CITY
OF FORT MYERS, FLORIDA, WITNESSETH AS FOLLOWS:
2
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SECTION 1. PURPOSE. The Borrower shall borrow funds derived from
the proceeds of the Bonds issued by the Issuer for the principal purpose of paying for the
cost of the Project and refunding the Prior Bonds as contemplated by the Indenture and
the Loan Agreement and the funds shall be repaid solely from the revenues of the
Borrower pursuant to the terms of the Indenture and Loan Agreement and the funds shall
be duly expended for their stated purpose. The City hereby acknowledges and approves
the issuance of the Bonds and loan of the proceeds thereof to the Borrower to finance the
Project located in the municipal boundaries of the City. The City acknowledges that the
approval being granted by the City is being provided solely for the purpose of complying
with the host approval requirements of the Act and Section 147(f) of the Code and the
Issuer and the City are entering into this Interlocal Agreement in order to more
effectively perform the Issuer's function related to the provision of adequate educational
facilities pursuant to the powers granted under Section 163.01, Florida Statutes, as
amended.
SECTION 2. PUBLIC AGENCIES; TERM. At all times prior to and
during the term of this Interlocal Agreement, the Issuer and the City constitute "public
agencies" as that term is defined in Section 163.01(3)(b), Florida Statutes, and both the
Issuer and the City have the power and authority to enter into this Interlocal Agreement
for the purposes provided herein. This Interlocal Agreement shall remain in full force and
effect for so long as the Bonds remain outstanding.
SECTION 3. NON-DELEGATION OF DUTIES. This Interlocal
Agreement shall in no way be interpreted to authorize the delegation of the constitutional
or statutory duties of the Issuer, Collier County, the City, the State of Florida or any
political subdivision or agency thereof or any members or officers thereof.
SECTION 4. NO PECUNIARY LIABILITY OF THE CITY; LIMITED
OBLIGATION OF ISSUER. Neither this Interlocal Agreement nor the Bonds shall be
deemed to constitute a general debt, liability, or obligation of or a pledge of the faith and
credit of the Issuer, Collier County, the City, the State of Florida, or any political
subdivision or agency thereof. The issuance of the Bonds pursuant to this Interlocal
Agreement shall not directly, indirectly, or contingently obligate the Issuer, Collier
County, the City, the State of Florida, or any political subdivision or agency thereof to
levy or to pledge any form of taxation whatsoever therefore,or to make any appropriation
for their payment.
SECTION 5. RELIANCE; INDEMNIFICATION. In executing and
delivering this Interlocal Agreement,the City is relying on the representations,warranties
and covenants to be made b y the B orrower i n the Loan A greement, including but not
limited to, a covenant with respect to the use of the Project for the purpose of providing
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educational facilities in the City, as such term is defined in the Act. The City shall be
deemed to be a third party beneficiary to the Loan Agreement for the purposes of relying
on such covenant of the Borrower, and shall be entitled to rely on the indemnification
provided by the Borrower pursuant to such Loan Agreement(and references to the Issuer
in the Loan Agreement shall include the City) if the Borrower fails to perform such
covenant. It shall be an express condition to the effectiveness of this Interlocal
Agreement that the Loan Agreement contain the above-referenced covenant of the
Borrower.
SECTION 6. NO PERSONAL LIABILITY. No covenant or agreement
contained in this Interlocal Agreement shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of the Issuer or the City in his or her individual
capacity and n o member,officer, a gent or employee oft he Issuer o r the City or t heir
respective governing bodies shall be liable personally on this Interlocal Agreement or be
subject to any personal liability or accountability by reason of the execution of this
Interlocal Agreement.
SECTION 7. QUALIFYING PROJECT; IMPACT OF PROJECT.
Exhibit A attached hereto describes the Project. This description was relied upon by the
City in authorizing the execution of this Interlocal Agreement. Based on the description
of the Project, the City hereby finds that it is able to cope satisfactorily with the impact of
the Project, and is able to provide, or cause to be provided when needed, all the public
facilities, utilities and services that will be necessary for the operation, repair,
improvement and maintenance of the Project, and on account of any increase in
population or other circumstances resulting by reason of the location of the Project within
the City.
SECTION 8. FILING OF INTERLOCAL AGREEMENT. It is agreed
that this Interlocal Agreement shall be filed by the Borrower or its authorized agent or
representative with the Clerk of the Circuit Court of Lee County, Florida, and with the
Clerk of the Circuit Court of Collier County, Florida, all in accordance with the Chapter
163, Part I, Florida Statutes, and that this Interlocal Agreement shall not become effective
until so filed.
SECTION 9. INDEMNITY; E XPENSES. The Borrower, by its approval
and acknowledgment at the end of this Interlocal Agreement, agrees to indemnify and
hold harmless the Issuer and the City, and their respective officers, employees and agents,
from and against any and a 111 osses, c laims, damages, liabilities o r expenses, o f e very
conceivable kind, character and nature whatsoever, including, but not limited to, losses,
claims, damages, liabilities or expenses (including reasonable fees and expenses of
attorneys, accountants, consultants and other experts), arising out of, resulting from, or in
4
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any way connected with this Interlocal Agreement or the issuance of the Bonds, other
than any such losses, damages,liabilities or expenses, in the case of the City, arising from
the willful misconduct of the City, and, in the case of the Issuer, arising from the willful
misconduct of the Issuer. The Borrower agrees to pay the City for its reasonable expenses
related to the issuance of the Bonds.
SECTION 10. GOVERNING LAW. This Interlocal Agreement is being
delivered and is intended to be performed in the State of Florida, and shall be construed
and enforced in accordance with, and the rights of the parties shall be governed by, the
laws of such State.
SECTION 11. SEVERABILITY OF INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provisions of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof.
SECTION 12. EXECUTION IN COUNTERPARTS. This Interlocal
Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute
this Interlocal Agreement by signing any such counterpart.
[Signature pages follow]
5
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16K4 '11
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and
on behalf of the Issuer which has caused this Interlocal Agreement to be executed by its
Chair or Vice-Chair, its seal affixed hereto, as attested by its Assistant Secretary all as of
the day of , 2004.
COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY
(SEAL)
Alice J. Carlson, Chair
ATTEST:
Assistant Secretary
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this day of January,
2004, by Alice J. Carlson, Chair of the Collier County Educational Facilities Authority,
who is personally known to me/has produced as identification.
Printed/Typed Name:
(SEAL) Notary Public-State of Florida
Commission Number:
6
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I
1 b K 4
IN WITNESS WHEREOF, this Interlocal Agreement has been executed by and
on behalf of the City by its Mayor, its seal affixed hereto, as attested by its City Clerk all
as of the day of , 2004.
CITY OF FORT MYERS, FLORIDA
(SEAL)
Jim Humphrey, Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM
City Attorney
STATE OF FLORIDA
COUNTY OF LEE
The foregoing instrument was acknowledged before me this day of January,
2004, by Jim Humphrey, Mayor of the City of Fort Myers, Florida, who is personally
known to me/has produced as identification.
Printed/Typed Name:
(SEAL) Notary Public-State of Florida
Commission Number:
7
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1 6 K
APPROVAL AND ACKNOWLEDGMENT OF THE BORROWER
The undersigned, Terry P. McMahan, President of and on behalf of International
College, Inc., hereby approves this Interlocal Agreement and acknowledges its
acceptance of its obligations arising thereunder, by causing this Approval and
Acknowledgment to be executed by its proper officer and attested by its proper officer all
as of the date of said Interlocal Agreement.
INTERNATIONAL COLLEGE, INC.
(SEAL)
Terry P. McMahan, President
ATTEST:
John W. White, Vice President of Finance
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this day of January,
2004, by Terry P. McMahan, President of and on behalf of International College, Inc.,
who is personally known to me/has produced as identification.
Printed/Typed Name:
(SEAL) Notary Public-State of Florida
Commission Number:
8
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1 bK
EXHIBIT A
DESCRIPTION OF PROJECT
Project Description: Construction of a concrete block building of approximately
60,000 square feet to house offices, classrooms, and related administrative and
instructional space.
Project Location: The site is on the north side of Colonial Boulevard, (SR 884) at
its intersection with Winkler A venue(west s ide o f W inkier Avenue), i n the C ity, Lee
County, Florida. The site contains 13.049 acres, more or less, and is located in Parcel B,
Newmans Terrace, according to the plat thereof recorded at Plat Book 6, Page 41, of the
Public Records of Lee County, Florida, and is in the northwest quarter of Section 33
Township 44 South, Range 25 East, Lee County, Florida.
Initial Owner and Operator: International College, Inc., a private not for profit
corporation organized under the laws of the State of Florida.
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16L7
RESOLUTION NO.2001- 348
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA
APPROVING THE ISSUANCE OF A REVENUE BOND IN THE
AMOUNT OF $594,000 BY THE COLLIER COUNTY
EDUCATIONAL FACILITIES AUTHORITY.
WHEREAS, on August 28, 2001 a public hearing was held by the Collier County
Educational Facilities Authority(the"Authority")with regard to the issuance of the Authority's
Revenue Bond (International College, Inc. Project) Series 2001 in the principal amount of
$594,000(the"Bond")pursuant to notice thereof published in the Naples Daily News,a copy of
the affidavit of publication for such meeting being attached hereto as Exhibit"A";and
WHEREAS,at the conclusion of said hearing the Authority adopted its Resolution 2001-
01,a copy of which is attached as Exhibit"B";and
WHEREAS,the proceeds of the Bond will be used by the Authority to make a loan to
International College,inc.(the"Borrower")to refinance the cost of acquisition of land located
contiguous with and east of the Borrower's existing campus located at 2655 Northbrooke Drive,
Naples,Florida,within Collier County,Florida(all of the property refinanced with proceeds of
the Bond being owned and operated by the Borrower);and
WHEREAS,the Bond will not be an obligation of the County,and will be payable solely
from funds of the Borrower;and
WHEREAS, pursuant to the requirements of the Internal Revenue Code of 1986, as
amended(the "Code"), as a prerequisite to the issuance of the Bond, it is necessary that the
Board of County Commissioners of Collier County,Florida approve the issuance thereof after
said public hearing;and
WHEREAS, the Board of County Commissioners desires to evidence approval of the
issuance of the Bond solely to satisfy the requirements of the Code.
NOW,THEREFORE,be it resolved by the Board of County Commissioners of Collier
County,Florida that:
Section 1. The Board of County Commissioners hereby approves the issuance of the
Bond solely for purposes of Section I47(f)of the Code.
Section 2. The Bond shall not constitute a debt, liability or obligation of Collier
County, Florida, its Board of County Commissioners, or any officers, agents or employees
thereof,or of the State of Florida or any political subdivision thereof,but shall be payable solely
from the revenues provided therefor. and neither the faith and credit nor any taxing power of
Collier County,Florida,the State of Florida or any political subdivision thereof is pledged to
payment of the principal of,premium,if any,and interest on the Bond. No member of the Board
of County Commissioners of Collier County,Florida or any officer,agent or employee thereof
shall be liable personally on the Bond by reason of its issuance.
Packet Page -2104-
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