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Resolution 2007-165 RESOLUTION NO. 2007-.Lfi5. A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE COLLIER COUNTY EDUCATIONAL FACILITIES AUTHORITY IN AN AMOUNT NOT EXCEEDING $10,000,000, AS REQUIRED BY SECTION 147(1) OF THE INTERNAL REVENUE CODE, AS AMENDED; PROVIDING FOR OTHER RELATED MATTERS AND PROVIDING AN EFFECTIVE DATE. Whereas, the Collicr County Educational Facilitics Authority (the "Authority") is a body corporate and politic of Collier County, Florida ("Collier County") created by Collier County Resolution No. 99-177 duly adopted by the Board of County Commissioners on March 23, 1999 pursuant to Chapter 243, Florida Statutes, as amended (the "Act"), with the power to issue revenue bonds for the purposes of financing a "project" as defined in the Act; and Whereas, as set forth in the resolution of the Authority described below, Ave Maria University, Inc. (the "Corporation"), a Florida not for profit corporation, with certain facilities located within the boundaries of Collier County, Florida, has requested the Authority to issue its Educational Facilities Revenue Bonds (Ave Maria University, Inc. Project), Series 2007 in an initial principal amount not to exceed $10,000,000 (the "Bonds") 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 147(1) of the Internal Revcnue 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 of the Bonds and the location and nature of the Project to be financed with the proceeds of the Bonds to be published on May 26, 2007 in the Naples Daily News, a newspaper of general circulation in the County, a copy of said notice being attached as Exhibit A (the "Notice") to the Authority Resolution described below; and Whereas, the Authority held a public hearing on June 11,2007, 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(1) of the Code; and Whereas, for the reasons set forth above, the Board desires to approve the issuance of such Bonds for the purposes of Section 147(1) of the Code. 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 of Section 147(1) of the Code. 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, 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 of this 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 26th day of June, 2007. ATTEST. c , . ". D~i~l1tE,Br~ck,~Jerk " ".." COLLIER COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS J~ ame et a, Approved as to form and legal sufficiency: 2 RESOLUTION NO. 2007-01 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 (AVE MARIA UNIVERSITY, INC. PROJECT), SERIES 2007 IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000 TO BE USED FOR THE PRINCIPAL PURPOSE OF (i) FINANCING AND REFINANCING COSTS OF ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN EDUCATIONAL FACILITIES TO BE LOCATED IN COLLIER COUNTY, FLORIDA AND (ii) PAYING A PORTION OF THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A PRELIMINARY FINANCING AGREEMENT BETWEEN THE AUTHORITY AND THE BORROWER; PROVIDING FOR RELATED MATTERS AND AN EFFECTIVE DATE. WHEREAS, Ave Maria University, Inc., a Florida not for profit corporation (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 $10,000,000 (the "Bonds") to be used for the principal purpose of (i) financing and refinancing costs of acquisition, construction and equipping of certain educational facilities to be located in Collier County, Florida described below and (ii) paying a portion of the costs associated with the issuance of the Bonds (the "Project"); and WHEREAS, the "Project", as described in the application filed by the Borrower consists of financing costs of acquisition of housing for faculty, staff and graduate students and the construction of an undergraduate dormitory and paying a portion of the costs associated with the issuance of the Bonds; and WHEREAS, the Borrower has requested that the Authority loan the proceeds ofthe 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 EXHIBIT A TO COUNTY RESOLUTION 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; 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 A; and WHEREAS, it is intended that this Resolution shall constitute official action towari:l 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 oflaw. 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 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 laws 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 ofthe Project by the Authority through the issuance ofthe Bonds, pursuant to the 2 Act, will improve educational opportunities for the citizens and residents of Collier County, will promote the economic development, prosperity, health and welfare of the citizens of Collier County, will promote the general economic structure of Collier County, 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. SECTION 4. EXECUTION AND DELIVERY OF PRELIMINARY AGREEMENT. The Chairman or the Vice-Chairman is hereby authorized and directed to execute, for and on behalfofthe Authority, the Preliminary Agreement of even date herewith 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) $10,000,000 or (b) the amount determined by the Authority and the Borrower to be necessary to accornplish 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 $10,000,000. The rate of interest payable on the Bonds shall not exceed the rnaximum rate permitted by law. SECTION 6. 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 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 provisions 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 between the Authority and the Borrower prior to or contemporaneously with the issuance of the Bonds. The Authority has no taxing power. 3 SECTION 9. 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 to have estopped Collier County from asserting any rights or responsibilities it may have in that regard. SECTION 10. immediately. EFFECTIVE DATE. This Resolution shall take effect . ADOPTED this 11th day of June, 2007. ;':/,~i.;_" ~" '.. " -.." ~,..." ......./ .~ ~~ ., .~ '.~'" .,; .........--. ,'~'\ . ' '.'".' COLLIER COUNTY EDUCATIONAL FA ITIES AUTH ITY ~'_. ". -'- ---- . :~ " "',' -<'\~) --'~. "'~;...~~" .< . ...... .A1!:r.;~~;",.." -;; 4 Naples Daily News Naples, FL 34102 Affidavit of Publication Naples Daily News --------------------------------------------------+------------------------ PICKWORTH, DONALD P.A. 5150 TAMIAMI TRL N #502 NAPLES FL 34103 REFERENCE, 010784 59398598 NOTICE OF PUBLIC MEE State 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~1 Florida: that the attached copy of advertis~ng was published in said newspaper on dates listed. Affiant further says that the said Naples Daily News is a newspaper ~ublished at Naples, in said Collier County, F~or~da, aod that the said news~aper has heretofore been continuously publlshed 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 for the purpose of securing this advertisement for publication in the said newspaper. PUBLISHED ON, OS/26 OS/26 AD SPACE, 148.000 INCH FILED ON, OS/28/07 --------------------------------------------------+------------------------ Signature of Affiant ~~ ---11 , ,+ Sworn to and Subscribed before me this ~ day of UfYl~~ , ~U('h6 \ 200'1 Personally known by me VIf~I".\O^ G);fi' .. 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