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Resolution 2007-147 RESOLUTION NO. 2007-147 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA APPROVING THE REISSUANCE AND MODIFICATIONS OF REVENUE BONDS BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY SECTION 147(1) 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 ("Collier County") 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, as set forth in the resolution of the Authority described below, Community School of Naples, Inc., a Florida not for profit corporation, with certain facilities located witbin the boundaries of Collier County, Florida, (the "Corporation") has requested the Authority to approve modifications to its Educational Facilities Revenue Bonds (Community School of Naples, Inc, Project) Series 2004 and the issuance of a New Bond in a principal amount not to exceed $3,700,000 (the "New Bond") for the benefit of the Corporation and to loan all or a portion of the proceeds thereof to the Corporation to finance the costs of the Project; and Whereas, Section I 47(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 after 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 caused notice of a public hearing to consider approval oftbe requested modifications and issuance of the New Bond to be published on May 16, 2007 in tbe Naples Daily News, a newspaper of general circulation in the County, and a copy of said notice is attached as Exhibit A (the "Notice") to the Authority Resolution described below; and Whereas, the Authority held a public hearing on May 31,2007, pursuant to the Notice and adopted a resolution (the "Authority Resolution") authorizing the modifications to the Bonds and the issuance of a New Bond as defined in the Authority Resolution, a copy of which is attached as Exhibit A, and has recommended to the Board that it approve the issuance of the New Bond in accordance with Section 147(f) ofthc Code; and Whereas, for the reasons set forth above, the Board desires to approve the issuance of such Bonds for the purposes of Section I 47(f) of the Code. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that Section I. Approval of Issuance of the Bonds. This Board hereby approves the issuance of the New Bond as described in the Authority Resolution attached hereto as Exhibit A by the Authority for the purposes of Section I 47(f) of the Code. The New Bond 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 prineipal 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 applieable to the project and the projeet 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 seetion, 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 ineffecti veness of such section, paragraph, clause or provision. Section 3. Affective 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. PASSED and Adopted this 12th day of June, 2007. ATTEST: Dwight E. Brock, Clerk COLLIER COUNTY, FLORIDA BY ITS BOARD OF COUNTY CON~ Jam oletta, Chairman ~~{blo-~~I~L DeJ'utlt Clerk AtteSl.t;s to:' Ch4lnJl4n s [SEA!ynfttur~Olll ' . 2 Approved as to form and legal sufficiency: 3 RESOLUTION NO. 2007-1 A RESOLUTION OF THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY AUTHORIZING MODIFICATIONS TO THE AUTHORITY'S EDUCATIONAL FACILITIES REVENUE BONDS, SERIES 2004A (COMMUNITY SCHOOL OF NAPLES, INC. PROJECT); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A FIRST AMENDMENT TO BOND PURCHASE AGREEMENT; AUTHORIZING THE MEMBERS OF THE AUTHORITY TO TAKE CERTAIN ACTION IN CONNECTION WITH THE ISSUANCE OF THE BONDS; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in 2004, pursuant to the authority of its Resolution No. 2004-02 (the "Bond Resolution") the Collier County Industrial Development Authority (the "Issuer") issued its Educational Facilities Revenue Bonds, Series 2004A (Community School of Naples, Inc. Project) (the "Original Bonds") and loaned the proceeds of the Bonds to Community School of Naples, Inc. (the "Borrower"); and WHEREAS, the Issuer has received a request from the Borrower and Bank of America, N.A. (the "Bank"), as owner of the Original Bonds, to make certain modifications to the Bonds and to the Bond Purchase Agreement entered into by the Issuer, the Borrower and the Bank at the time of issuance of the Original Bonds (the "Bond Purchase Agreement"); and WHEREAS, it is necessary and desirable to approve the form of and authorize the execution of a Modified Educational Faeilities Revenue Bonds, Series 2004A (Community School of Naples, Inc. Project) (the "New Bonds") and a First Amendment to Bond Purchase Agreement and to conduct a public hearing in connection therewith; NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY: SECTION 1. AUTHORIZATION OF NEW BOND. The Issuer conducted a public hearing on May 31, 2007 concerning the issuance of the New Bond. A copy of the affidavit of publication of the notice of the hearing is attached as Exhibit A. In replacement of and in exchange for the Original Bond, the Issuer is authorized to and shall execute and deliver to the Bank the New Bond. The New Bond shall have such terms and conditions, and shall be in the form of, the New Bond attached hereto as Exhibit B, with such changes, alterations and corrections as may be approved by the Chairman or Vice-Chairman of the Issuer (the "Chairman"), such approval to be conclusively presumed by the execution thereof by the ChairmAn Thp New Rond shall be executed bv the Chairman who shall deliver EXHIBIT A TO COUNTY RESOLUTION the same to the Bank in exchange for the Old Bond. The New Bond shall be issued on such date as shall be mutually agreed upon by the Bank, the Borrower and the Chairman, Upon such exchange, the New Bond shall be deemed to be one of the Bonds under the Bond Resolution and the Bond Documents referenced therein, and shall be subject to all terms and conditions thereof the same as the Original Bond. SECTION 2. AUTHORIZATION OF FIRST AMENDMENT TO BOND PURCHASE AGREEMENT. The First Amendment to Bond Purchase Agreement in the form thereof attached hereto as Exhibit C, 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, is hereby approved by the Issuer, and the Issuer hereby authorizes and directs the Chairman to execute such documents, simultaneous with the issuance of the New Bond, and to deliver the First Amendment to Bond Purchase Agreement to the Borrower. SECTION 3. 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 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 by reason 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 4. GENERAL AUTHORITY. The Chairman 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 Bonds Documents or desirable or consistent with the requirements hereof or thereof, for the full punctual and eomplete performance of all terms, covenants and agreements contained in the Bonds, this Resolution and the other Bond Documents. SECTION 5. 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. SECTION 6. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage and adoption. SECTION 7. LIMITED APPROVAL. The approval given herein shall not be construed as (i) an endorsement of the creditworthiness of the Borrower or the financial viability of the Project, (il) a recommendation to any prospective purchaser of the Bonds, (iii) an evaluation of the likelihood of the repayment of the debt service on the Bonds, or (iv) any necessary governmental approval relating to the Project, and the Issuer shall not be construed by reason of its adoption of this resolution to have made any such endorsement, finding or recommendation or to have waived any of the Issuer's rights or estopping the Issuer from asserting any rights or responsibilities it may have in that regard. 2 Passed and adopted this 31 st day of May, 2007. COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORIT f AiZ~' Donald A. Pickworth, Esq. N;:\ples Dai 1 y Newf; r-l.lple~, FL 3410~ Affidavit uf Publication N~ples Dully News r!.(_'\{i'10RTH, DCUALD P.A. 5150 T~MTAMI TRL N #502 Hr'?'JES FL 3.n03 r\8FERt:~.rCE; 010'784 593955615 NOTICE OF MEETHJG AN S~ate of Florida County of Collier Before the undersigned authority, personally appeared B. Lamb, who on oath says that she serves as Assistant Cor~orate Secretary of the Naples Daily News, a da~ly newspaper published at Naples, in Collier Count{, Florida: that the attached copy of advertis~ng was published in said newspaper on dates listed. Affiant further says th~t the said NAples Daily Nc'....s is a newspaper -,?ublished at Naples, in said ('oIlier Cotlnty, Flor1da. and th3.t the said news~aper has heretofore been continuously publ~shed 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 1 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 inr the pur\,ose of securing this advertisement for pub ication in the said newspaper. PUBLISHED ON, OS!lG OS/lG AD SPACE, FILED ON, .+.. -. - - - - - - - - - -- 184.000 INCH 05/16/07 - - - - - - ---- - --- - -- - --- - - - - - -"- - -----~ - - - ----- - - -- - -+----- Signature of Affiant I. - c. Sworn to and Subscribed before me this 2l day of ,'\ \-, 20~ if. \~ Personally known by (I t\ L\....'_" \. _J, \ v me , \ \ I-.\{) -l..'l_ (. I' , '" - y eJi'" Si4 :.!l. ,. _~~ ti ~~'~\15~1~~~~~ 2-;' 2~~~Bg'O~~2~;~~ ~E-:-~c'5~3~g... ~~~tig "'_::-; i,S'''o.3~2.~ -;;r't?3;;i "i:~:jlJl:t};lJ1 'fJliiJlljlil!!J! ~ '_J ,. '" . _ . _ ~_ :; f ~~..:: - ~ t:: ",,~ ~-j- ':; ,~;:; -. ~-'j ,:;: " ~.~~ ~~],s- ~~ ....~~,l2a~.~~.! ~-::1,!:!t)"'-i!-_1:i =~E2::g""_rol: E~ ~~ , cZ 2-d 'J"1 " ," o.:c ~J "^ ~~. ~'i '';.J ~~ ~~ b5. fr~ ;j,?,C.t "'~'= ~ci-;~~& ~~!ii:ol" ~&:C~~::a E-:T.cg.'!1is "'-..."5-- m~~~15 j1f~U~i C<""1l>,<:.'St:s mum ) ,~J; :-.:: , ~~ ~6 J'= C:j "" 0:'3 "- '-~ 'L~ .';) ,,' I.,. I , '~J " ; ., " 5-~ -'~ -" .:::~ E;! , , , ,; .~I ".~~~ l' "'-I' 'j :,:-J, "'1 ,~. : ~ , '.reG '(! . :.:' i' _, : ~.::~ _ " 'r.: q\._,. ~',,~lO ~<i i:n mru Jc~ :mm ~~ j ~to ~!ij~ ~'1~ g';,;-g;;; h c: '\I ~~~6~1l~.~5'l 1!liilll!IIIII~ljll t~h-5g,>~€z~~~J ~~~ ~:5.~~~.sg~~ ~,~'~,.J~:~ lili1!~~~~ i.jjljJi~ 1-~?[:~r -~_. $ ~ EXHIBIT A TO AUTHORITY RESOLUTION ':";:::1: ."....._.z ~'-5B<o~o ot",tt'oo~ ~~<3?:3:S~,"" ,,'{!~C:~:;j,'ij~ s.::!:C:':i...~:Y.~7; ~~;~~~~~ci ;?i::1~_.i;:;-"iL~ 8~~~~~~~.~ :5~~ ~1-"::'::lO z<~-<::~.t:~~:;; ~~2~~::~t:;,; t:3Z:5~:'-::t ~~~~~~~~.~ i~d~~g~::::~ ~~:~~~,~;:~;g ~:':"'::_1:~~,-l;--::'F .G.2- '2 c ;:; ~ ~ - " ;; :s,:;:'; :i~:~,~ ? ':~: :!: ::: ~ ::;,. ~ ~ J~:2 1 ;:2--: 1 , ., e I , J-j "'i'J '~g ...,..... ,'- .'- COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY MODIFIED EDUCATIONAL FACILITIES REVENUE BOND, SERIES 2004A (COMMUNITY SCHOOL OF NAPLES, INC. PROJECT) June _, 2007 $3,684,958.56 Collier County Industrial Development Authority, a publie body corporate and politic and an industrial development authority of the State of Florida (the "Issuer"), for value reeeived, hereby promises to pay to Bank of America, N.A. (together with its suceessors and assigns as registered owner hereof, the "Bank"), but solely from the sources as hereafter provided and not otherwise, the principal sum of $5,900,000.00 or such lesser amount as shall be outstanding hereunder, and to pay interest on the principal sum outstanding hereunder from the date hereof, but solely from the sourees as hereafter provided and not otherwise, at the rate per annum set forth below (as the same may be adjusted, the "Interest Rate on the Bond") payable monthly in arrears on the 12th day of eaeh month, beginning July 12, 2007, until payment of such principal sum in full. Subject to adjustment as herein provided, the Interest Rate on the Bond will be for each Interest Period, the sum of (i) 63.702% of the LIBOR Rate plus (ii) 1.82% percent per annum (as such terms are hereinafter defined). "Interest Period" means each period commencing on the 12th day (or if not a Business Day, the next day whieh is a Business Day) of eaeh month and ending on, but not including, the 12th day (or if not a Business Day, the next day which is a Business Day) of the next month, provided that the first Interest Period shall commence on and include the date of this Bond and end on but not include July 12, 2007. "LIBOR Rate" means, for each Interest Period, the offered rate for deposits in United States Dollars in the London Interbank Market for a thirty day period which appears on the Telerate sereen, page 3750 (as of I I :00 a.m. London time) on the day that is two London banking days preceding the first day of the Interest Period. Ifat least two such offered rates appear on the Telerate screen page 3750, the rate will be the arithmetic mean of such offered rates. The Bank may, in its discretion, use any other comparable publicly available index or reference rates showing rates for United States dollar deposits in the London Interbank Market as of the applicable date. The Interest Rate on the Bond will be calculated on the basis of a 360-day year for the actual number of days elapsed. The Issuer shall pay the Bank payments of principal in such amounts, if any, as shall reduce the outstanding principal balance hereof on the dates set forth below to not more than the amounts set forth below. All outstanding principal, together with accrued and unpaid interest thereon, shall be uneonditionally due and payable by the Issuer on January 12, 2017 (the "Maturity Date"). EXHIBIT B TO AUTHORITY RESOLUTION Maximum Principal Date Outstanding 01112/2008 $3,200,00 0]/]2/2009 0.00 01112/2010 2,700,000. 01112/201 ] 00 01112/2012 2,4]2,000. 01112/2013 00 01112/2014 2,1 ]2,000. 011]2/20]5 00 01/12/2016 ],798,000. 00 1,470,000. 00 ],]27,000. 00 768,000.0 0 392,000.0 0 The principal of and interest on this Bond is payable in any coin or eurrency of the United States of America whieh at the time of such payment is legal tender for public and private debts, at sueh place as the registered owner hereof may designate to the Issuer and the Borrower (hereinafter defined) in writing. All payments by the Issuer on this Bond shall apply first to accrued interest, then to other charges due the Bank, and the balanee thereof shall apply to the principal sum due. Upon the occurrence of a Determination of Taxability (hereinafter defined), the Interest Rate on the Bond shall be adjusted to a rate per annum equal to 154% of the rate otherwise borne hereby (the "Adjusted Interest Rate"), as of and from the date such determination would be applieable with respect to this Bond (the "Accrual Date") and (i) the Issuer shall, from the sources hereinafter provided and not otherwise, immediately pay on demand to the registered owner hereof, or any former registered owner hereof, as may be appropriately allocated, an amount equal to the sum of (1) the difference between (A) the total interest that would have accrued on this Bond at the Adjusted Interest Rate from the Accrual Date to the date of the Determination of Taxability, and (B) the actual interest paid by the Issuer on this Bond from the Accrua] Date to the date of Determination of Taxability, but then only to the extent such owner or owners include (through amended tax return, agreement with the Internal Revenue Service or otherwise) such actual interest in such owner's or owners' gross income for federal income tax purposes, and (2) any loss, cost, charge or expense suffered by such owner and/or former owner arising out of the Determination of Taxability, including without limitation amounts of interest and penalties required to be paid as a result of any additional state and federal income taxes by such owner and former owner arising as a result of such Determination of Taxability; and (ii) from and after the date of the Determination of Taxability, this Bond shall continue to bear interest at the Adjusted Interest Rate for the period such determination continues to be applicable with respect to this Bond. The adjustment provided for in this paragraph shall survive the 2 payment of this Bond until the expiration of the statute of limitations under which the interest on this Bond could be required to be included in the gross income of the registered owner thereof for federal ineome taxes purposes. If the Maximum Corporate Tax Rate (hereinafter defined) decreases from thirty-five percent (35%), the interest rate otherwise borne by this Bond shall be increased to the product obtained by multiplying the interest rate otherwise borne by this Bond by a fraction, (i) the numerator of which is equal to one (1) minus the Maximum Corporate Tax Rate in effect as of the date of adjustment, and the denominator of which is .65. The interest rate otherwise borne by this Bond shall be adjusted automatically as of the effeetive date of each change in the Maximum Corporate Tax Rate based upon the foregoing calculations. As used in this Bond, (I) "Code" means the Internal Revenue Code of 1986, as amended; and (2) "Determination of Taxability" shall mean interest on this Bond is required to be included in the gross income of the Bank for federal income tax purposes. (3) "Maximum Corporate Tax Rate" shall mean the highest marginal rate of United States federal income tax applicable to the taxable income of corporations, without regard to any increase in tax designed to normalize the rate for all income at the highest marginal tax rate, which rate on the date hereof is 35%. The principal of this Bond may be prepaid at the option of the Borrower exereised on behalf of the Issuer at any time and in whole or in part. The principal of this Bond shall be prepaid by the Issuer, from amounts prepaid by the Borrower pursuant to the Note and Loan Agreement hereinafter deseribed, at the times and in the amounts provided for in the hereinafter deseribed Loan Agreement. This Bond is issued pursuant to and in full eompliance with Part II of Chapter 159, Florida Statutes, and other applicable provisions of law (the "Aet") and Resolutions (jointly, the "Resolution") adopted by the Issuer on April 26, 2004 and May 31, 2007. Pursuant to law and the proceedings under which this Bond is issued, this Bond is payable solely out of revenues and receipts derived from the Note (hereinafter defined) and a Loan Agreement, dated May 12,2004 (the "Loan Agreement"), between the Issuer and Community School of Naples, Inc., a Florida not-for-profit corporation (the "Borrower"), pursuant to which the Issuer has loaned money to the Borrower to finance capital expenditures with respect to the existing private school facility owned and operated by the Borrower and to pay a portion of the expenses incurred in connection with the issuance of the Bond. Pursuant to the Loan Agreement, the Borrower has agreed to make payments directly to the Bank in such amounts and at such times as are required to provide for timely payment of the principal of and interest on this Bond. As evidence of its indebtedness under the Loan Agreement, the Borrower has executed and delivered to the Issuer its Promissory Note ("Note"), dated May 12, 2004 and its Mortgage, Assignment of Rents and Security Agreement dated May 12,2004 (the "Mortgage and Security Agreement," and together with the Loan Agreement and the Note, the "Assigned Doeuments"). 3 Pursuant to an Assignment of Loan Agreement, Mortgage, Promissory Note and Other Collateral, the Issuer has assigned the Issuer's rights under the Assigned Doeuments, including all its rights, title and interest to receive the Note and the repayments on the Loan (subject to the reservation of certain rights of the Issuer, including all its rights to notices, payment of certain expenses and indemnity), to the Bank. Reference is made to the Loan Agreement, the Bond Purehase Agreement and the Resolution for a more complete statement of the provisions thereof and of the rights of the Issuer and the Bank. Terms used herein in eapitalized form and not otherwise defined herein have the meanings ascribed thereto in the aforementioned documents. This Bond is subject to all terms and eonditions ofthe Loan Agreement, the Bond Purchase Agreement and the Resolution, and by the purchase and acceptanee of this Bond, the registered owner hereof signifies assent to all of the provisions of the aforementioned documents. This Bond shall bear interest on any overdue installment of principal and (to the extent permitted by law) interest at the Default Rate (as defined in the Loan Agreement). As further described in the Resolution and the Loan Agreement, upon the occurrence of an Event of Default, the Bank may declare all unpaid prineipal hereof immediately due and payable, and upon such declaration of acceleration, the principal amount hereof, together with interest to the date of payment, shall be and become immediately due and payable. Should the Issuer fail to pay from the sources provided herein the installments of interest or prineipal (if applicable) within seven (7) days after the due date provided herein (after the expiration of any applicable grace period), the Issuer further promises to pay, solely from the sources provided herein, a late payment charge equal to four percent (4%) of the amount of the unpaid installment as liquidated compensation to the Bank for the extra expense to the Bank to proeess and administer the late payment, the Issuer agreeing, by execution hereof, that any other measure of compensation for a late payment is speculative and impossible to compute. This provision for late charges shall not be deemed to extend the time for payment or be a "graee period" or "cure period" that gives the Issuer a right to cure a Default. Imposition of late charges is not contingent upon the giving of any notice or lapse of any eure period provided for in the Bond Documents and shall not be deemed a waiver of any right or remedy of the Bank including without limitation, acceleration of this Bond. This Bond is transferable by the registered owner, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond will be issued to the transferee in exchange therefor. The Issuer may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account ofprineipal and interest due hereon and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. No recourse under or upon any obligation, eovenant or agreement contained in the Resolution or in this Bond, or under any judgment obtained against the Issuer or by the enforcement of any assessment or by any legal or equitable proeeeding by virtue of any eonstitution or statute or otherwise or under any circumstances, under or independent of the Resolution, shall be had against any officer or member, as sueh, past, present or future, 4 of the Issuer, either direetly or through the Issuer or otherwise, for the payment for or to the Issuer or any receiver thereof or for or to the owner of this Bond or otherwise, of any sum that may be due and unpaid by the Issuer upon this Bond. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by eonstitution or otherwise, of any such officer or member, 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 for or to the owner of this Bond or otherwise, of any sum that may remain due and unpaid upon this Bond, is hereby expressly waived and released as a condition of and consideration for the execution and the issuance of this Bond. All of the rights, remedies, powers and privileges (together, "Rights") of the Bank provided for in this Bond and in any other Bond Document are eumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the Bank to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the Bank from time to time of any payment under this Bond which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment shall not (i) constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Bond or to exercise any other Right at the time or at any subsequent time, or nullifY any prior exercise of any such Right, or (ii) constitute a waiver of the requirement of punctual payment and performanee or a novation in any respect. If the Bank retains an attorney in connection with any Default to collect, enforce or defend this Bond or any other Bond Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if the Issuer sues the Bank in connection with this Bond or any other Bond Document and does not prevail, then the Issuer agrees to pay to the Bank, solely from the sources provided herein, in addition to principal, interest and any other sums owing to the Bank under the Bond Documents, all reasonable costs and expenses incurred by the Bank in trying to collect this Bond or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costs. In no event (including but not limited to prepayment, default, demand for payment, or acceleration of maturity) shall the interest taken, reserved, contracted for, charged or received under this Bond or under any of the other Bond Documents or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, then ipso facto, such document shall be reformed and the interest payable reduced to the Maximum Amount, without necessity of execution of any amendment or new document. If the holder hereof ever receives interest in an amount which apart from this provision would exceed the Maximum Amount, the excess shall, without penalty, be refunded to the Issuer, or at the option of the Issuer, be applied to the unpaid principal of this Bond in order of maturity of installments and not to the payment of interest. The Bank does not intend to charge or receive unearned interest on acceleration. All interest paid or agreed to be paid to the 5 holder hereof shall be spread throughout the full term (including any renewal or extension) of the debt so that the amount of interest does not exceed the Maximum Amount. At the request of the Issuer or the Bank, any controversy or claim between the Issuer and the Bank, whether arising in contract, tort or by statute, and arising out of or relating to this Bond or any of the Bond Documents (a "Claim") shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Arbitration Act"). Arbitration proceedings will be determined in accordance with the Arbitration Act, the rules and procedures for the arbitration of financial services disputes of J.A.M.S./Endispute or any successor thereof ("J.A.M.S."), and the terms of this Bond. In the event of any inconsistency, the terms of this Bond shall control. The arbitration shall be administered by J.A.M.S. and conducted in the City of Naples, Florida. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good eause, may extend the eommencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on J.A.M.S. under applicable J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute coneerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator( s) shall have the power to award legal fees pursuant to the terms of this Bond. This paragraph does not limit the right of the Issuer or the Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court oflaw to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit the agreement herein to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. THIS BOND SHALL NEVER CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A 6 PECUNIARY LIABILITY OF THE ISSUER OR A CHARGE AGAINST ITS GENERAL CREDIT. THE FULL FAITH AND CREDIT OF THE ISSUER ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THIS BOND. THE OWNER OF THIS 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 THIS BOND OR THE INTEREST THEREON. THIS BOND IS NOT A DEBT OF THE STATE OF FLORIDA OR OF ANY POLITICAL SUBDIVISION OF SUCH STATE OTHER THAN THE ISSUER, LIMITED AS AFORESAID, AND NEITHER SAID STATE NOR ANY SUCH POLITICAL SUBDIVISION THEREOF OTHER THAN THE ISSUER, LIMITED AS AFORESAID, SHALL BE LIABLE HEREON. THIS BOND AND ALL PAYMENTS TO BE MADE BY THE ISSUER HEREUNDER OF ANY NATURE WHATSOEVER ARE PAYABLE SOLELY FROM THE SOURCES PROVIDED THEREFOR IN THE HEREINAFTER DESCRIBED RESOLUTION (I.E., PAYMENTS MADE BY THE BORROWER OR DERIVED FROM THE EXERCISE OF REMEDIAL RIGHTS AGAINST THE BORROWER AND THE SECURITY PROVIDED FOR THIS BOND AND NOT ANY OTHER FUNDS OF THE ISSUER). IT IS HEREBY CERTIFIED, RECITED AND DECLARED by the Issuer that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner and by the appropriate parties as required by law. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed in its name and on its behalfby its Chairman as of June _,2007. COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY By: Chairman 7 EXHIBIT B FORM OF FIRST AMENDMENT TO BOND PURCHASE AGREEMENT FffiST AMENDMENT TO BOND PURCHASE AGREEMENT The undersigned, Bank of America, N.A. (the "Bank"), Collier County Industrial Development Authority (the "Issuer") and Community School of Naples, Inc. (the "Borrower") hereby enter into this First Amendment to Bond Purchase Agreement (theis "Amendment"), dated June _' 2007, relating to the Bond Purchase Agreement (the "Original Agreement"), dated May 12, 2004, between the parties. Section I. Section 7.4 of the Original Agreement is amended to provide: Section 7.4 CamoaillIl Account. The Borrower agrees to establish and maintain an account (the "Campaign Account") at the Bank for the sole pUIpose of this section. The Campaign Account shall be subject to the Bank Pledge Agreement. The Borrower shall deposit all proceeds of Campaign Pledges into the Campaign Account promptly upon receipt. The Borrower may not withdraw funds from the Campaign Account. Amounts in the Campaign Account shall be applied monthly, on the 12th day of each month, to (i) pay the accrued interest on the Note, and thus on the Bonds, and then to (ii) prepay the principal of the Note and thus of the Bonds, and then to (iii) any of the other obligations of the Borrower under this Bond Purchase Agreement. Amounts in the Campaign Account shall be invested at the direction of the Borrower in investments permitted pursuant to Section 7.1 (d) hereof and investment earnings and losses shaH be credited or debited to the Borrower. The Borrower hereby assigns to and grants the Bank a security interest in the Campaign Account to secure the Borrower's obligations hereunder. The Bank may, and the Borrower hereby authorizes the Bank to, withdraw from the Campaign Account to pay itself such amounts as are needed to satisfy the Borrower's obligations on the Bonds, the Note or to the Bank hereunder or under the Related Documents. Section 2. The Borrower agrees to pay the fee of counsel to the Issuer in the amount of $ , the fee of the Issuer in the amount of $ , the ree of the Bank in the amount of $5,527.44 and the fee of counsel to the Bank in the amount of $ upon the execution hereof. Section 3. lbis Amendment may be executed in several counterparts, each of which shall be an original and all of which shaH constitute but one and the same instrument. lbis Amendment shaH be governed by and construed in accordance with the laws of the State of Florida. BANK OF AMERICA, N.A. By: Its Senior Vice-President COMMUNITY SCHOOL OF NAPLES, INe. By: Its President COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY By: Its Chairman EXHIBIT C TO AUTHORITY RESOLUTION