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Resolution 2004-236 16KIO RESOLUTION NO. 04-236 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND SALE OF REVENUE BONDS BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY SECTION 147(f) OF THE INTERNAL REVENUE CODE, AS AMENDED; PROVIDING FOR OTHER RELATED MATTERS. Whereas, the Collier County Industrial Development Authority (the" Authority") is a body corporate and politic of Collier County, Florida created by Collier County Resolution No. 79-34 duly adopted by the Board of County Commissioners on February 27, 1979 pursuant to Part III of Chapter 159, Florida Statutes, as amended, with the power to issue revenue bonds for the purposes of financing a "project" as defined in Part II of Chapter 159, Florida Statutes, as amended; and Whereas, The March Group LLC , a Florida limited liability company (the "Borrower") and March, Inc., a Michigan corporation (the "Corporation") have applied to the Collier County Industrial Development Authority (the 11 Authority") to issue its Industrial Development Revenue Bonds (March, Inc. Project), Series 2004 in an aggregate principal amount not to exceed $3,500,000 (the "Bonds"), for the purpose of making a loan to the Borrower, for the purpose of providing funds, together with other available funds, to (a) finance a portion of the cost of constructing and equipping a building of approximately 42,500 square feet, which will be used for certain manufacturing operations of the Corporation (the "Project") and (b) pay certain expenses incurred in connection with the issuance of the Bonds, including certain fees and expenses incurred in connection with credit enhancement for the Bonds; 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 with the proceeds of tax exempt bonds is located is to approve the issuance of such bonds aftcr a public hearing; and Whereas, the Board of County Commissioners of Collier County, Florida (the "Board") is the elected legislative body of the County; and Whereas, the Authority held a meeting and public hearing on July 14, 2004 pursuant to a notice published on or before June 28, 2004 in the Naples Daily News, a newspaper of general circulation in the County, a copy of said notice being attached to the Inducement Resolution adopted by the Authority at said meeting; and Whereas, at the conclusion of the meeting and public hearing the Authority adopted Resolution No. 2004-07 (the "Inducement Resolution") a copy of said resolution being 16KIO attached hereto as Exhibit "A", approving the project, authorizing the issuance ofthe Bonds, and directing the Chairman and officers of the Authority to seek approval for the issuance of the Bonds in accordance with Section 147(0 of the Code; and Whereas, for the reasons set forth above, it appears to the Board that the approval of the issuance and sale of such Bonds as required by Section 147(0 of the Code is in the best interests of Collier County, 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 Inducement Resolution and the notice attached thereto pursuant to Section 147(0 of the Code. The Bonds shall be issued in such aggregate principal amount, bear interest at such rates, mature in such amounts and be subject to such optional and mandatory redemptions 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, its Board of County Commissioners, officers, agents or employees, or 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 of County Commissioners of Collier County 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 applicable to the Project and the Project shall be subject to all such regulations, including, but not limited to, the Collier County Growth Management Plan, 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 ofthis Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision. Section 3. adoption. Effective Date. This Resolution shall take effect immediately upon its PASSED and Adopted this 27th day of July, 2004. 2 ATTEST: Dwight E. Brock, Clerk 16KIO COLLIER COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS Approved as to form and legal sufficiency: ~~AL<:L ~M-Lj¡~ David C. Weigel, County orney 3 b Item # \!:f1JQ.. ~~~~da 1~ ~ 1 ~L-\ ~:d ')-30-cH 16K10 RESOLUTION 2004-0 1 AN INDUCEMENT RESOLUTION OF THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY REGARDING THE OFFICIAL ACTION OF THE AUTHORITY WITH RESPECT TO THE PROPOSED ISSUANCE BY THE AUTHORITY OF ITS INDUSTRIAL DEVELOPMENrr REVENUE BONDS (MARCH, INC. PROJECT) IN AN INITIAL AGGREGATE PRINCIPAL Al\'fOUNT NOT TO EXCEED $3,500,000 .FOR THE PRINCIPAL PURPOSE OF FINANCING CERTAIN COSTS TO BE INCURRED BY THE MARCH GROlJP, LLC (THE t'BORROWER") IN CONNECTION WITH THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN MANUFACTURING FACILITIES; AùTHORIZING THE EXECUTION AND DELIVERY OF A PREl.IMINARY AGREEMENT BY AND AMONG THE AUTHORITY t THE BORROWER, AND MARCH, INC.; AND PROVIDING FOR RELATED MATTERS. \\'HEREAS, The March Group, LLC , a Florida 1ímited liability company (the "Borrower") and March, Inc., a Michigan corporation (the uCorporation") have applied to the Collier County Industrial Development Authority (the "Authority") to issue its Industri.al Development Revenue Bonds (March, Inc. Project), Series 2004 in an aggregate principal amount not to exceed $3,500,000 (the I'Bonds"), for the purpose of making a loan to the Borrower, for the purpose of providing funds, together with other available funds, to (a) finance a portion of the cost of constructing and equipping a building of approximately 42,5000 square feet, which will be used for certain manufacturing operations of the Corporation (the "Project") and (b) pay certain expenses incurred in connection with the issuance of the Bonds, including certain fees and expenses incurred in cmmection with credit enhancement for the Bonds; and WHEREAS, tile Borrower and the Corporation have requested that the Authority loan the proceeds of the Bonds to the Borrower pursuant to Chapter 159, Parts II and lU, Florida Statutes, or such other provision or provisions of Ftorida Jaw as the Authority may determine advisable (the "Act") in order to accomplish the foregoing purposes; and WHEREAS, in order to satisfy certain of the requirements of Section 147(t) of the Imernal Revenue Code of 1986, as amended (the "Code"), the Authority did on the date hereof hold a public hearing (the "Hearing") on the proposed issuance of the Bonds for the purposes 16KI 0_ herein stated, which date is 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 oraUy and in writing, on the issuance of the Bonds and the locaÜon and nature of the Project, as more particularly described in the notice of public hearing attached hereto as Exhibit A; 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 incormection therewith as may be incurred by the Authority, wiH assist the Borrmver and Corporation and promote tbe public purposes provided in the Act; and WHEREAS, the Borrower and the Corporation have submitted a certain Preliminary Agreement (the "Preliminary Agreement") relating to the issuance of the Bonds; and WHEREAS, it is intended that this Resolution shall constitute oftïcìal action toward the issuance of the Bonds within the meaning of the applicable U niled States Treasury Regulations in addition to any other action that may have heretofore been taken by the Borrower and the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT 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 and Corporation to proceed with the financing of the costs of the Project and to prov ide 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 su.ch purposes, all in accordance with and subject to the provisions of the Act. the Constitution and other laws of the State of Florìda and the laws of the United States of America, induding 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 by the Authority through the issuance ofthe Bonds, pursu.ant to the Act, win promote the economic development, prosperity, health and welfare of the citizens of Collier County, wiU 2 16KIO promote the general economic structure of Collier County, and wHI thereby serve the public purposes of the Act and is hereby preliminarily approved, subject, however, in all respects to the Borrower and the Corporation meeting the conditions set forth in the Preliminary Agreement to the sole satisfaction of the Authority. SECTION 4. EXECUTION AND DELIVERY OF PRELIMINARY AGREEl\.IENT. The Chairman or the Vice-Chairman is hereby authorized and directed to execute, for and on behalf of the Authority, the Prehminary Agreement submitted by the Borrower and the Corporation, providing understandings relative to the proposed issuance of the Bonds by the Authority to finance tbe costs of the Project in an aggregate principal amount not to exceed the lesser of (a) $3,500,000 or (b) the amount determined by the Authority, the Borrower and the Corporation 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 the Corporation and subject in all respects to the conditions set forth in the Preliminary Agreement, in an aggregate principal amount not to exceed $3,500,000 for the principal purpose of tïnancing the costs of the Project as described in the Preliminary Agreement. The rate of interest payable on the Bonds shall not exceed the maximum rate permitted by law. SECTION 6. GEl'I"ERAL AUTHORIZATION. The Chairman and the Vice-Chairman are hereby further authorìzed 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 tbe Authority to issue the Bonds subject in all respects to the terms and conditions set forth in the Preliminary Agreement authorized hereby. SECTION 7. 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 purposes of the laws of the State of Florida and the applicable United States Treasury Regulations. SECTION 8. 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 by and among the Authority, the Borrower and the Corporation prior to or contemporaneously with the issuance of the Bonds. The Authority has no taxing power. 3 16KIO SECTION 9. LIMITED APPROVAL. The approval given herein shall not be construed as an approval or endorsement of approval of any necessary rezoning applìcatìons 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 Comer County or to have estopped Collier County from asserting any rights or rcsponsibilities it may have in that regard. This approval is expressly conditioned upon the approval of rezoning petition PUDZ-2003-AR- 3569 currently pending before the Board of County Commissioners of Collier County. SECTION 10. EFFECTI.VE DATE. This Resolution shall take effect immediately. ADOPTI'ZD this 14th day of July, 2004. [Sìgllature Page Follows] 4 (SEAL) ATTEST: 5 16KIO COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY .. fLU( c;. (' Naples Daily News Naples, FL 34102 Affidavit ()f publication Naples Daily News ~ ..,~ ,~ - .,~. "" *" ',"'''' -- ~ PICKWORTH 5150 NAPLES FL OO:NALD P. A . TRL N #502 )4103 REFERENCE: 010784 58876735 Notice of Special Me State of Florida County of collier Before the undersigned authori . personally appeared E. Lamb, who on oath says that she serves as Assistant Corporate Secretary of the Naples Daily News ,. a daily published at Naples, in Collier County, : that the a.ttached copy of adven:tislng ·.....as published in said "7wspaper on dates listed. Affiant further says that the said Naples Daily ..ewe is a newspaper published at. Naples I in said Collier Florida. and that the said newspaper been continuously published said Collier County, Florida, each day and has been as second class mail matter at the Dost of in , in said Collier County", Flm:ida. for a period of 1 ye.s\:!: ne;"t preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid nor promised âny person, firm. or corporation any discount. rebate, cOITtrnission or refund for the purpose of securing this a.dvertisement for publiction in the said newspaper. PUBLISHED ON: 06 8 SPACE: ~. ",LED ON; 176 . 000 INCH 06/28/04 --.--......-----."....-- ""....""....-- ......-- If _--,//f .' ------------+------------ Signature of Affia.nt m day otÇ¥_llK 9Jx1i $ ',i ) ,{C¡.i./1 Sworn to and Subscribed before me this Personally known by me SU1Ú··t, P FLQIi.A My CC"1m (..p. 12/10/04 Mo. CC 98$546 n ~ "'-" n Othor I.D. EXHIBIT A TO AUTHORITY RESOLUTION 16KIO !