Resolution 2001-348
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RESOLUTION NO. 2001-~
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
EDUCA TIONAL 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 I. The Board of County Commissioners hereby approves the issuance of the
Bond solely for purposes of Section I 47(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.
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Section 3. This approval shall in no way be deemed to abrogate any laws, ordinances
or regulations of Collier County, Florida, and any and all projects contemplated to be financed
with the Bond 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 1 lth day of September, 2001.
ATT,EST:
D~Vight E. Br°~k, Clerk
Deputy Clerk"::
AttaS " to Ch t an' s
Approved as to fo~ and legal sufficiency:
COLLIER COUNTY, FLORIDA BY
ITS BOARD ~OM~MISSIONERS
James .~C~er, Ph.D., Chairman
15~vi'~ C~ Weig~ ,~C~'tfr~ty~rney
NapLes Daily News
NapLes, FL 34102
Affidavit of PubLication
Naples Daily News.
PICKWORTH, DONALD P.A.
5150 TAMIAMI TRL N #602
NAPLES FL 34103
REFERENCE: 010784
58300842 NOTICE OF SPECIAL ME
State of FLorida
County of Collier
Before the undersigned authortty~ personally
appeared Angela Bryant, who on oath says that she
serves as Assistant Secretary of the Naples ~iLy
News, a daily newspaper published at Naples, in
Collier County, Florida: that the
attached copy of advertising was published in said
newspaper on dates listed.
Affiant further says that the said Naples Daily
News is a newspaper published at Naples, in said
Collier County, FLorida, and that the said
newspaper has heretofore been continuously
published in said Collier County, Florida, each
day and has been entered as second class mail
matter at the post office in Naples, in said
Collier County, Florida, for a period of I year
next preceding the first publication of the
attached copy of advertisement; and affiant
further says that she has neither paid nor
promised any person, firm or corporation any
discount, rebate, commission or refund for the
purpose of securing this advertisement for
publiction in the said newspaper.
PUBLISHED ON: 08/13
AD SPACE: 126.000 INCH
FILED ON: - 08/13/~ .......................... + .........................
Sworn to and Subscribed before me this '~% day of
EXHIBIT A TO BCC
RESOLUTION
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NOTICE OFn -~ -'
SPECIAL MEETING AND
PUBLIC HEARING
Not ce s hereby given
that ~he Collier County In-
dus?rial Development
Authority (the 'Authorl.
tv"} will conduct a spe-
cial meeting and publlc
hearing on August 28,
2001, at 8:30 mm. in fha
Economic DeveloPment
COuncil of Collier CountY
Conference Room, 3050
N0rfh HOrseShoe Drive,
Suite t20, NaPes, F orl-
da, 34304, for the purpos.
es of
(} receiving public
comments and he,ring
d scuSSlon concerning
the proposed Issuance
_of the Authorlty's In-
· ?.cl.~+rlal Deve on~n~f
Revenue Bon~s '~t~?;'
notional College, Inc.
Prolect), Series 2001
(the "Bonds") In the
principal amount of
$59~000, to be ~ 'to
tied or approximately
3,5 acres of land, locaT-
ed contiguous with and
east of the existing
campus of Internotlon.
al College, .Inc, {the
"Borrower"), 2.655
NorthbrooKe Drive,
Naples, Florlda 34~19.
The Initial owner and
operator of the land oc-
tohulred with proceeds of
e Bond wlll be the
Borrower, and the land
will be used by the Bor-
rOWer for Its educa-
flona purposes;
1!) considering ndop.
ng a resoutlon au.'
thorlzlng the Issuance'
of the Bonds; and
(111) tran.sacttna such
other business as may
come before the Au-
thoritY, e
.All Interested persons Dr
reviled to SUbmit written
comments or attend the
hearing, either PerSonally
~'~'th-¢ough their repre.sen-
totlve~ apd will be given
an olspo?tunity fo expr.ess
thelr views concerning
the .prelect or t. he financ-
ing. Anyone aeslrlng to
make written comments
In advance of the :hearing
may send such comments
t°~:o- I er County Educe-
flonal Facilities AuthOri-
ty c/o Economic
Development Council,
3050 North HOrseshoe
Drive, Sulfa 120~ Naples,
Florida 34104
Wrlflen comments re-
ceived n advance of the
hearing and oral com-
ments made at the hear-
ng are for the
cons deroton of the Au-
thor. ltv and will not bind
the Author]tv,
Cople~, of the oppllca-
tlonS for' financing are
oval able for InSpection
,,nd Copying at th~ office
of the Economic DevelOp.
ment Council set forth
above.
Shou d any person de-
cld® to appeal any decl-
sion made by the
Authority with respect to
any mower considered at
such hearing, such person
wlll need a reCOrd of the
prOCeedings an.d, for that
I purpose, Such person
lmav need to ensure that a
~rbotm record of th~
proceedings is made,
WhlCh record ncludes the
testimony and evidence
upon whlch the appeal is
to be based.
In accordance with the'
Americans with Disablll.
t es Act, persons needing
o special accommodation
to partlclpate In this hear-
Ing should contact Donald
A, Plckworth, General
Counsel, at (941) 263.8060
.no .iai.er th.an 3 days prior
~o tne hear rig.
Th s notice Is glvenpur-
suant to Sect on 147(f) of
the Internal Revenue
Code, as amended.
/s/Donald A. Plckw6rth
Assistant Secretary end
General Counsel
Aug. 13 No. 1873194
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RESOLUTION NO. ~/t~) / "' O!
A RESOLUTION OF THE COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY AUTHORIZING THE ISSUANCE OF
THE AUTHORITY'S REVENUE BOND, SERIES 2001
(INTERNATIONAL COLLEGE, INC. PROJECT) IN THE
PRINCIPAL AMOUNT OF $594,000 FOR THE PURPOSE OF
PROVIDING FUNDS TO MAKE A LOAN TO INTERNATIONAL
COLLEGE, INC. (THE "BORROWER") TO PROVIDE FUNDS TO
REFINANCE THE COST OF ACQUISITION OF LAND TO BE
OWNED BY THE BORROWER AND USED AS P)k. RT OF ITS
EDUCATIONAL FACILITIES; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT, A
BOND PURCHASE AGREEMENT, A MORTGAGE, ASSIGNMENT
OF RENTS AND SECURITY AGREEMENT, AN
ENVIRONMENTAL INDEMNITY AGREEMENT AND AN
ASSIGNMENT OF LOAN AGREEMENT, MORTGAGE,
PROMISSORY NOTE AND OTHER COLLATERAL; AWARDING
THE SALE OF THE BOND BY A NEGOTIATED SALE;
AUTHORIZINGTHE MEMBERS OF THE AUTHORITY TO TAKE
CERTAIN ACTION IN CONNECTION WITHTHEISSUANCE OF
THE BOND; MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF
THE BOND; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, International College, Inc. (the "Borrower") has requested the Collier County
Educational Facilities Authority (the "Issuer") to assist the Borrower by the issuance by the Issuer of its
Revenue Bond, Series 2001 (International College, Inc. Project) in the principal mount of$ 594,000 (the
"Bond") and the loan of the proceeds of the Bond to the Borrower to provide funds to refinance the cost
of acquisition of land to comprise part of the educational facilities owned and operated by the Borrower;
and
WHEREAS, the Issuer and the Borrower have received a proposal from Bank of America, N.A.
(together with its successors and assigns as registered owner of the Bond, the "Bank") to purchase the
Bond, in the form of a Bond Purchase Agreement to be dated the date of issuance ofthe Bond (the "Bond
Purchase Agreement"); and
WHEREAS, it is necessary and desirable to approve the form of and authorize the execution of
a Loan Agreement, a Mortgage, Assignment of Rents and Security Agreement, an Assignment of Loan
Agreement, Mortgage, Promissory Note and Other Collateral, an Enviromental Indemnity Agreement
and the Bond Purchase Agreement, and to specify the interest rate, maturity date, prepayment provisions
and other details for the Bond;
EXHIBIT B TO BCC
RESOLUTION
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NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY:
SECTION 1. AUTHORITY FORTHIS RESOLUTION. This resolution, hereinafter called the
"Resolution," is enacted pursuant to Part II, Chapter 243, Florida Statutes, and other applicable provisions
of law.
SECTION 2. DEFINITIONS. Unless the context otherwise requires, the telrns used in this
Resolution in capitalized form and not otherwise defined herein shall have the meanings specified in the
Loan Agreement attached hereto as Exhibit B, in the Mortgage, Assignment of Rents and Security
Agreement attached hereto as Exhibit C and/or inthe Bond Pm'chase Agreement attached hereto as Exhibit
D. Words importing singular number shall include the plural number in each case and vice versa, and
words importing persons shall include firms and corporations.
SECTION 3. INTERPRETATION. Whenever in this Resolution any governmental unit or body,
including the Issuer, or any officer, director, board, department, commission, or agency of a governmental
unit or body is defined or referred to, such definition or reference shall be deemed to include the
governmental trait or body or officer, director, board, department, commission or agency succeeding to
or in whom or which is vested, the functions, rights, powers, duties and obligations of such governmental
unit or body or officer, director, board, department, commission or agency, as the case may be,
encompassed by this Resolution.
Unless the context shall dearly indicate otherwise inthis Resolution: (i) references to sections and
other subdivisions, whether by number or letter or otherwise, are to the respective or corresponding
sections and subdivisions of this Resolution; (ii) the terms "herein,""hereunder," "hereby," "hereto,"hereof,"
and any similar terms, refer to this Resolution only and to this Resolution as a whole and not to any
particular section or subdivision hereo~, and (iii) the term "heretofore" means before the date of adoption
of this Resolution; the word "now" means at the time of enactment of this Resolution; and the term
"hereafter" means after the date of adoption of this Resolution.
SECTION 4. FINDINGS. It is hereby ascertained, determined and declared as follows:
A. For the benefit of the inhabitants of Collier County, Florida, the increase of their commerce,
welfare and prosperity, and the improvement of their living conditions, it is essential that the inhabitants of
said County have access to adequate educational facilities, and the issuance of the Bond will serve a public
purpose, consistent with Article VII, Section 10(c) of the Florida Constitution, by advancing higher
education.
B. The Issuer has been advised that due to the desire to coordinate the sale of the Bond and due
to the limited market for tax-exempt obligations such as the Bond, it is in the best interest of the Borrower
to sell the Bond by negotiated sale, and the Issuer, wishing to obtain the best interest rate on the Bond for
the benefit of the Borrower, has determined to sell the Bond by negotiated sale to the Bank, permitting the
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Issuer to enter such market at the most advantageous time, rather than at a specified advertised date, and
accordingly it is in the best interest of the Issuer that a negotiated sale of the Bond be authorized.
SECTION 5. AUTHORIZATION OF BOND. For the purpose of making the Loan to the
Borrower, there is hereby authorized to be issued under this Resolution the Bond in the principal amount
of $594,000 and to be designated "Collier County Educational Facilities Authority Revenue Bond, Series
2001 (International College, Inc. Project)" (the "Bond"). The Bond shall be issued as a fully registered
Bond, shall be dated as of the date of issuance, shall mature, shall bear interest at the rote and shall have
such other terms and conditions, and shall be in the form of, the Bond attached hereto as Exhibit A, with
such changes, alterations and corrections as may be approved by the Chairman or Vice-Chairmanof the
Issuer (the "Chairman"), such approval to be conclusively presumed by the execution thereof by the
Chainuan. The Bond shall be executed by the Chairman who shall deliver the same to the Bank, upon
payment of the purchase price thereof, all as further provided in the Bond Purchase Agreement. The Bond
shall be issued on such date as shall be mutually agreed uponbythe Bank, the Borrower and the Chairman.
Notwithstanding any other provision hereof, the Bond shall not be issued nor shall any insmu'nent referred
to herein be executed by the Issuer until approved as to form and legal sufficiency by Donald Pickworth,
the attomey for the Issuer, who is hereby authorized and directed to review the Bond and all other Bond
Documents as to form and legal sufficiency, and to approve the Bond only upon a determination that all
such Bond Documents are satisfactory to the Issuer as to form and legal sufficiency.
SECTION 6. BOND REGISTER. The Bond shall be registered as to principal and interest in
the name of Bank of America, N.A., provided that the Bond may be transferred at the office of the Issuer
by surrender of such Bond for cancellation, accompanied by a written instrument of transfer, in form
satisfactory to the Issuer, duly executed by the registered owner inperson or by his duly authorized agent,
and thereupon the Issuer will issue and deliver to the owner thereof at his expense, in the name of the
transferee or transferees, a new registered Bond, having the same terms as the Bond so surrendered. Upon
any transfer of the Bond the Issuer will keep or cause to be kept a bond register for the registration and
transfer of ownership of the Bond, and, upon presentation for such purpose, the Issuer shall, under such
reasonable regulations as it mayprescribe, register or transfer or cause to be registered or transferred such
Bond on the bond register. In every case of a transfer of a Bond, the surrendered Bond shall be canceled
by the Issuer.
SECTION 7. MUTILATED, LOST, STOLEN OR DESTROYED BOND. In case the Bond
shall become mutilated or be lost, stolenor destroyed, the Issuer shall cause to be executed and fumished
to the owner a new Bond in exchange and substitution for, and upon the cancellation of, the mutilated Bond
or in lieu of and substitution for such lost, stolen or destroyed Bond.
In every case the applicant shall fumishevidence satisfactory to the Issuer of the destruction, theft
or loss of such Bond and indemnity satisfactory to the Issuer, and the Issuer shall charge the applicant for
the issuance of such new Bond an amount sufficient to reimburse it for any expense incurred by it in the
issuance thereof.
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SECTION 8. PAYMENT OF PRINCIPAL AND INTEREST The Issuer shall cause to be
paid, when due, the principal of and the interest on the Bond at the place, on the date and in the manner
provided herein and in the Bond according to the tree intent and meaning thereof; provided, that it is
understood that the Bond is not a general obligationofthe Issuer but is a limited obligation payable solely
from the Loan Payments. The Bond shall not be an obligation of the State of Florida or of any political
subdivision thereof, other than the Issuer (limited as aforesaid), and shall be payable solely from the Loan
Payments.
SECTION 9. COVENANT TO PERFORM. The Issuer shall faithfully perform at all times all
of its covenants, undertakings and agreements contained in this Resolution, in the Bond or in any
proceedings of the Issuer pertaining thereto. The Issuer represents that it is duly authorized under the
Constitution and laws of the State of Florida, particularly the Act, to issue the Bond and to adopt this
Resolution, and to assign the Agreement, the Mortgage and the Note and pledge the revenues, receipts,
proceeds and funds derived in respect thereof, in the manner and to the extent herein set forth as security
for the Bond; that all action on its part for the issuance of the Bond and the adoption of this Resolution has
been duly and effectively taken; and that the Bond will be a valid and enforceable limited obligation of the
Issuer according to its terms.
SECTION l 0. COVENANT AS TO THE BORROWER. The Issuer covenants that it will fulfill
its obligations, and it authorizes the Bank to requh'e the Borrower to perform the duties and obligations of
the Borrower, under the Agreement, the Mortgage and the Note. The Issuer shall promptly notify the Bank
of any actual or alleged Default of which it has knowledge and shall not execute or agree to any change,
amendment, modification or supplement of or to any Bond Document, except as is provided in the Bond
Documents.
SECTION 11. ENFORCEMENT OF THE AGREEMENT. The Bank may enforce all
obligations of the Borrower, and may exercise all rights (except Unassigned Issuer's Rights) of the Issuer
under the Bond Documents whether or not the Issuer is in default hereunder.
SECTION 12. FURTHER INSTRUMENTS AND ACTIONS. At the request of the Borrower
or the Bank, the Issuer shall execute and deliver such flaSher instruments or take such further actions as may
be reasonably required to carry out the purposes of this Resolution and the Bond Documents.
SECTION 13. AMENDMENTS. No amendment to this Resolution shall become effective unless
and until the Borrower and the Bank shall have consented thereto in writing.
SECTION 14. EVENTS OF DEFAULT. Each of the following is hereby defined as and
declared to be and shall constitute an "Default" hereunder:
(a) If payment of any installment of principal or interest on the Bond shall not be made when
the same shall become due and payable prior to the expiration of any applicable cure period; or
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(b) Ifa Default shall have occurred under the Agreement and such Default shall not have been
waived by the Bank or remedied.
SECTION 15. DECLARATION OF PRINCIPAL AND INTEREST AS DUE. Upon the
occurrence of a Default and at any frae thereafter while such Default shall continue, the Bank may by
written notice to the Issuer and the Borrower declare the principal of the Bond, together with all accrued
and unpaid interest thereon, if not already due, to be due and payable immediately, and upon any such
declaration the same shall become and be due and payable immediately, anything in this Resolution or in
the Bond contained to the contrary notwithstanding.
SECTION 16. ACTION BY BANK UPON OCCURRENCE OF DEFAULT. Upon the
occurrence of a Default and at any time thereafter while such default shall continue, thenin every such case
the Bank may pursue any available remedy at law or in equity to enforce the payment of the principal of
and interest on the Bond and any covenant or agreement contained in this Resolution, or to enforce any
other legal or equitable right or remedy vested in the holder of the Bond by this Resolution or by the
Agreement or by said laws.
In the enforcement of any remedy under this Resolution the Bank shall be entitled to sue for,
enforce payment of and receive any and all amounts then or during any Default becoming, and at any time
remaining, due from the Issuer and unpaid for principal, interest or otherwise under any of the provisions
of this Resolution or of the Bond, together with any and all costs and expenses of collection and of all
proceedings hereunder and under such Bond, without prejudice to any other right or remedy of the Bank,
and to recover and enforce judgment or decree for any portion of such amounts remaining unpaid, with
interest, costs and expenses, and to collect in any manner provided by law, the moneys adjudged or
decreed to be payable.
SECTION 17. DISCHARGE OF BOND. If the Issuer or the Borrower shall pay and discharge
the entire indebtedness on the Bond by fully paying or causing to be paid the principal of and interest on
the Bond, as and when the same become due and payable and ifthe Issuer or the Borrower shall also pay
or provide for the payment of all other sums payable hereunder by the Issuer or the Borrower, then and
in that case this Resolution shall cease, determine and become null and void as to the Bond.
SECTION 18. LIMITED LIABILITY OF ISSUER. Anything in this Resolution or the Bond
Documents to the contrary notwithstanding, the performance by the Issuer of all duties and obligations
imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all
covenants, agreements and promises made by it hereunder, and the liability of the Issuer for all warranties
and other covenants hereunder, shall be limited solely to the revenues and receipts derived from the Bond
Documents, and the Issuer shall not be required to effectuate any of its duties, obligations, powers or
covenants hereunder except to the extent of such revenues and receipts.
SECTION 19. NO PERSONAL LIABILITY. No recourse under or upon any obligation,
covenant or agreement contained in this Resolution, the Bond, any other Bond Document or under any
judgment obtained against the Issuer, or by the enforcement of any assessment or by legal or equitable
16L7
proceeding by virtue of any constitution or statute or otherwise or under any circumstances, under or
independent of this Resolution, shall be had against any member, agent, employee or officer, as such, past,
present or future, of the Issuer, either directly or through the Issuer, or otherwise, for the payment for or
to the Issuer or any receiver thereof, or for or to the holder of the Bond or otherwise of any sum that may
be due and unpaid by the Issuer upon the Bond. Any and all personal liability of every nature, whether at
common law or in equity, or by statute or by constitution or otherwise, of any member or officer, as such,
to respond by reason of any act or omission on his part or otherwise, for the payment for or to the Issuer
or any receiver thereof, or for or to the holder of the Bond or otherwise, of any sum that may remain due
and unpaid upon the Bond is hereby expressly waived and released as a conditionofand in consideration
for the execution of this Resolution and the issuance of the Bond.
SECTION 20. BONDNOT A DEBT OF STATE OR ISSUER. None of the State of Florida,
any political subdivision thereof or the Issuer shall in any event be liable for the payment ofthe principal of
or interest on the Bond, except that the Issuer shall be liable to pay from the special sources as herein
established and provided. The Bond issued hereunder shall never constitute an indebtedness of the State
of Florida or of any political subdivision of the State of Florida or of the Issuer within the meaning of any
state constitutional provisions or statutory limitation and shall never constitute or give rise to the pecuniary
liability of the State of Florida or any political subdivision thereof or of the Issuer or a charge against their
general credit. The holder of the Bond shall not have the right to compel any exercise of the ad valorem
taxing power of the State of Florida or of any political subdivision of said State to pay the Bond or the
interest thereon.
SECTION 21. LAWS GOVERNING This Resolution shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Florida.
SECTION 22. THE BOND DOCUMENTS. The Agreement, the Mortgage, the Bond Purchase
Agreement, the Assignment and the Environmental Indemnity, respectively, in the forms thereof attached
hereto as Exhibits B through F, respectively, with such changes, alterations and corrections as may be
approved by the Chairman, such approval to be conclusively presumed by the execution thereof by the
Chairman, are hereby approved by the Issuer, and the Issuer hereby authorizes and directs the Chairman
to execute such Bond Documents, simultaneous with the issuance of the Bond, and to deliver the Bond
Documents to the Borrower all of the provisions of which, when executed and delivered by the Issuer as
authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if
incorporated verbatim herein.
SECTION 23. SALE OF BOND: EXECUTION AND DELIVERY OF THE BOND
PURCHASE AGREEMENT The Bond is hereby awarded to the Bank upon the terms and conditions
set forth in the Bond Purchase Agreement, a copy of which is attached hereto as Exhibit D. Prior to
issuance of the Bond the Bank shall file with the Issuer the disclosure and troth-in-bonding statements
required by Section 218.385, Florida Statutes, and competitive bidding for the Bond is hereby waived.
SECTION 24. NO THIRD PARTY BENEFICIARIES. Except as herein or in the documents
herein mentioned otherwise expressly provided, nothing in this Resolution or in such documents, express
6
16L?
or implied, is intended or shall be construed to confer upon any Person other than the Issuer, the Bank and
the Borrower any right, remedy or claim, legal or equitable, under and byreason of this Resolution or any
provision hereof or of such documents; this Resolution and such documents being intended to be and being
for the sole and exclusive benefit of such parties.
SECTION 25. PREREQUISITES PERFORMED. All acts, conditions and prerequisites relating
to the passage of this Resolution and required by the Constitution or laws of the State of Florida to happen,
exist and be performed precedent to and in the passage hereof have happened, exist and have been
performed as so required.
SECTION 26. GENERAL AUTHORITY. The Chahman and the other members of the Issuer
are hereby authorized to do all acts and things required of them by this Resolution and the other Bond
Documents or desirable or consistent with the requkements hereof or thereof, for the full punctual and
complete performance of all te~rns, covenants and agreements contained in the Bond, this Resolution and
the other Bond Documents.
SECTION 27. RESOLUTION CONSTITUTES A CONTRACT The Issuer covenants and
agrees that this Resolution shall constitute a contract betweenthe Issuer and the holders from time to time
of the Bond and that all covenants and agreements set forth herein and in the Bond Documents and to be
performed by the Issuer shall be for the benefit and security of the holder of the Bond.
SECTION 28. SEVERABILITY. If any one or more ofthe covenants, agreements, or provisions
contained herein or in the Bond 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 hereof and thereof and shall
in no way affect the validity of any of the other provisions of this Resolution or of the Bond.
SECTION 29. COVENANT REGARDING TAX STATUS OF BOND. The Issuer covenants
that it will not knowingly take any action, or knowingly fail to take any action, and will not fail to take any
action reasonably requested by the Bank or the Borrower, and will not take any action which the Bank or
the Borrower reasonably requests it not to take, if any such action or failure to take action would adversely
affect the exclusion from gross income of interest on the Bond for federal income tax proposes.
SECTION 30. NOTICES. Any notice, request, complaint, demand, communication or other
paper given under or with respect to any Bond Document shall be sufficiently given and shall be deemed
given when delivered or mailed by registered or certified mail to the Notice Address of the Issuer.
SECTION 31. REPEALER. All resolutions or ordinances or parts thereof of the Issuer in conflict
with the provisions herein contained are, to the extent of any such conflict, hereby superseded and
repealed.
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SECTION 32. EFFECTIVE DATE. This Resolution shall take effect immediately upon its
passage and adoption.
Passed and adopted this 28th day of August, 2001.
COLLIER COUNTY EDUCATIONAL
FACILITIES AUTHORITY
-/Si;retary .... ] (,J Chairman
Appro~d as to form ~d legal suf~,giency
G:\ 14184\1 $7\rcsolulion{2).wpd 8