Resolution 2024-253 RESOLUTION NO. 2024 - 253
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE AND
SALE OF EDUCATIONAL FACILITIES REVENUE BONDS BY THE
COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS
REQUIRED BY SECTION 147(0 OF THE INTERNAL REVENUE CODE,
AS AMENDED.
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, Royal Palm Academy, Inc., a Florida not-for-profit corporation, and any
successor, surviving, resulting or transferee entity (collectively, the "Borrower"), has heretofore
applied to the Collier County Industrial Development Authority (the "Issuer") to issue its
Educational Facilities Revenue Bonds (Royal Palm Academy Project) in one or more tax-exempt
and/or taxable series (collectively, the "Bonds"), such Bonds to be issued in the maximum
aggregate principal amount not to exceed $16,000,000, as more particularly described herein, for
the principal purposes of financing and refinancing, including through reimbursement: (i)the costs
of all or a portion of the acquisition, construction, improvement, renovation, installation and/or
equipping of (a) an existing approximately 13,000 square foot gymnasium; (b) a new
approximately 22,000 square foot classroom building to accommodate students in grades 4-8
including mixed use spaces; (c) related and necessary sitework, parking and roadway
improvements; (d)various other capital improvements to the educational facilities of the Borrower
including athletic courts and green spaces; and (e) related facilities, fixtures, furnishings and
equipment, all as further described in the Authority Resolution described herein and attached
hereto (collectively, the "Project"); (ii) the funding of necessary reserves and capitalized interest
related to the Bonds, if deemed necessary or desirable; and (iii) the payment of certain costs of
issuance of 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 or refinanced with the proceeds of tax-exempt bonds
is located may 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 held a meeting and public hearing on November 18, 2024
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pursuant to a notice published on or before November 11, 2024 in the Naples Daily News, a
newspaper of general circulation in the County, a copy of said notice being attached to the
Authority Resolution described below; and
WHEREAS, at the conclusion of the meeting and public hearing the Authority adopted
Resolution No. 2024-06 (the "Authority Resolution"), a copy of said resolution being attached
hereto as EXHIBIT A, providing preliminary approval of the Project, and the issuance of the
Bonds, and directing the Chairman and officers of the Authority to seek approval for the issuance
of the Bonds in accordance with Section 147(f) 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(f)of the Code is in the best interests
of Collier County, Florida.
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 Authority Resolution and
the notice attached thereto pursuant to Section 147(f) 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 prepayment 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 of this Resolution would have been adopted despite the invalidity or ineffectiveness of
such section, paragraph, clause or provision.
Section 3. Effective Date. This Resolution shall take effect immediately upon its
adoption.
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PASSED and Adopted this 10th day of December, 2024.
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KIZEL, CLERK COLLIER COUNTY, FLORIDA
;NY SIN
By: ;M _. By:
gip, z�
- fittest as to Chairman's esHall, Chairman
k #-4i\. 'ki nature only.
Approved as 10-- `r' i' Legality:
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fil24—(2
Colleen Green
Managing Assistant County Attorney
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EXHIBIT A
AUTHORITY RESOLUTION NO. 2024-06
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RESOLUTION NO.2024-06
AN INDUCEMENT RESOLUTION OF THE COLLIER
COUNTY INDUSTRIAL DEVELOPMENT
AUTHORITY RELATIVE TO THE PROPOSED
ISSUANCE OF EDUCATIONAL FACILITIES
REVENUE BONDS FOR THE PRINCIPAL PURPOSES
OF FINANCING AND REFINANCING (OR
PROVIDING FOR REIMBURSEMENT OF) CERTAIN
CAPITAL IMPROVEMENT COSTS INCURRED OR TO
BE INCURRED BY ROYAL PALM ACADEMY, INC.
RELATING TO ITS EXISTING EDUCATIONAL
FACILITIES; PROVIDING FOR THE PRELIMINARY
APPROVAL BY THE AUTHORITY FOR THE
ISSUANCE OF NOT EXCEEDING S14,000,000 OF
SUCH BONDS IN ONE OR MORE SERIES OF
TAXABLE AND TAX-EXEMPT BONDS; PROVIDING
FOR CERTAIN RELATED MATTERS IN
CONNECTION THEREWITH AND FOR AN
EFFECTIVE DATE.
WHEREAS, Royal Palm Academy, Inc., a Florida not-for-profit corporation, and
any successor, surviving, resulting or transferee entity (the "Borrower"), has heretofore
applied to the Collier County Industrial Development Authority (the "Issuer"), to issue
educational facilities revenue bonds pursuant to a plan of finance in one or more series in
an initial aggregate principal amount not to exceed$16,000,000(the"Bonds"); and
WHEREAS, the proceeds of the Bonds will be loaned to the Borrower for the
principal purposes of financing and refinancing(i)the costs of all or a portion of the Project
(as defined herein);(ii)the funding of necessary reserves and capitalized interest related to
the Bonds, if deemed necessary or desirable; and (iii) the payment of certain costs of
issuance of the Bonds.
WHEREAS,the Project to be fmanced and refinanced consists of the acquisition,
construction, improvement, renovation, installation and/or equipping of: (i) an existing
approximately 13,000 square foot gymnasium;(ii)a new approximately 22,000 square foot
classroom building to accommodate students in grades 4-8 including mixed use spaces;
(iii)related and necessary sitework,parking and roadway improvements;(iv)various other
capital improvements to the educational facilities of the Borrower including athletic courts
and green spaces; and(v)related facilities,fixtures,furnishings and equipment;all related
to the existing private school known as "Royal Palm Academy" operated by the Borrower
and serving approximately 300 students in grades Pre-K through 8th grade from a campus
owned by the Borrower located at 16100 Livingston Road,Naples,Collier County,Florida
34110; and
AUTHORITY RESOLUTION
EXHIBIT A TO COUNTY
RESOLUTION
WHEREAS, the Borrower has requested that the Issuer loan the proceeds of the
Bonds to the Borrower pursuant to Chapter 159,Parts II and III,Florida Statutes,and such
other provision or provisions of Florida law as the Issuer may determine advisable (the
"Act")in order to accomplish the foregoing;and
WHEREAS,the issuance of the Bonds for the foregoing purposes and the loaning
of the proceeds thereof to the Borrower under a loan agreement and other financing
agreements 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 Issuer, will assist the Borrower
and promote the public purposes provided in the Act;and
WHEREAS, in order to satisfy certain requirements of Section 147(f) of the
Internal Revenue Code of 1986,as amended(the"Code"),the Issuer held a public hearing
on the proposed issuance of the Bonds for the purposes herein stated on the date hereof,
which date is more than 7 days following the first publication of notice of such public
hearing in a newspaper of general circulation in Collier County,Florida(the "County") (a
true and accurate copy of the affidavit of publication of such notice is attached hereto as
EXHIBIT A),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 such Bonds and the location and nature of the Project;and
WHEREAS, the Borrower has agreed to execute and deliver to the Issuer the
Memorandum of Agreement for Issuance of Private Activity Revenue Bonds of even date
herewith; and
WHEREAS, it is intended that this Resolution shall constitute official action
toward the issuance of the Bonds within the meaning of the applicable United States
Treasury Regulations and,specifically,to satisfy the requirements of Treasury Regulations
Section 1.150-2 and to be a declaration of official intent under such Section;and
NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY,THAT:
SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution,
hereinafter called "Resolution" is adopted pursuant to the provisions of the Act and other
applicable provisions of law.
SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered
into to permit the Borrower to proceed with additional commitments for the financing and
refinancing of the costs of the Project, to provide a Iimited expression of intention by the
Issuer prior to the issuance of the Bonds,to issue and sell the Bonds and make the proceeds
thereof available to finance and refinance all or part of the costs of the Project, all in
accordance with and subject to the provisions of the Constitution and other laws of the
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State of Florida,the Code and this Resolution,but subject in all respects to the terms of the
Memorandum of Agreement.
SECTION 3. APPROVAL OF FINANCING AND REFINANCING OF
THE PROJECT. Based on information provided to the Issuer by the Borrower, the
financing and refinancing of the Project as described in the notice of public hearing
attached hereto as EXHIBIT A, through the issuance of the Bonds, pursuant to the Act,
will promote the economic development and education and welfare of the citizens of the
County, will provide residents of the County with access to educational facilities, will
promote the general economic structure of the County, 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 Memorandum of Agreement to the
sole satisfaction of the Issuer.
SECTION 4. EXECUTION AND DELIVERY OF MEMORANDUM
OF AGREEMENT. The Chairman or the Vice-Chairman and the Secretary and any
Assistant Secretary of the Issuer are hereby authorized and directed to execute, for and on
behalf of the Issuer,the Memorandum of Agreement between the Issuer and the Borrower
providing understandings relative to the proposed issuance of the Bonds by the Issuer to
finance and refinance the costs of the Project in an initial aggregate principal amount not
to exceed the lesser of(a)$16,000,000,or(b)the amount determined by the Issuer and the
Borrower to be necessary to accomplish the foregoing.
SECTION 5. AUTHORIZATION OF THE BONDS. There is hereby
authorized to be issued and the Issuer hereby determines to issue the Bonds,if so requested
by the Borrower and subject to the conditions set forth in the Memorandum of Agreement,
in one or more series of tax-exempt and/or taxable educational facilities revenue bonds in
an aggregate principal amount not to exceed $16,000,000 for the principal purposes of
financing and refinancing the costs of the Project, financing any necessary reserves or
capitalized interest and paying costs related to the issuance of the Bonds. The rate of
interest payable on the Bonds shall not exceed the maximum rate permitted by law.
SECTION 6. RECOMMENDATION FOR APPROVAL TO BOARD
OF COUNTY COMMISSIONERS. The Issuer hereby recommends the issuance of the
Bonds and financing and refinancing of the Project for approval to the Board of County
Commissioners of Collier County (the "Board"). The Issuer hereby directs the Chairman
or Vice-Chairman,Issuer Counsel and Bond Counsel,either alone or jointly,at the expense
of the Borrower, to cooperate in seeking approval for the issuance of the Bonds and the
financing and refinancing of the Project by the Board as the applicable elected
representatives of the County under and pursuant to the Act and Section 147(f)of the Code.
SECTION 7. APPOINTMENT OF BOND COUNSEL. The firm of
Nabors,Giblin&Nickerson,P.A.,Tampa,Florida, is hereby appointed by the Issuer to act
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as bond counsel to the Issuer and the County in connection with the issuance by the Issuer
of the Bonds.
SECTION 8. GENERAL AUTHORIZATION. The Chairman, the Vice-
Chairman and the Secretary and any Assistant Secretary are hereby further authorized to
proceed with the undertakings on the part of the Issuer and are further authorized to take
such steps and actions as may be required or necessary in order to cause the Issuer to issue
the Bonds subject in all respects to the terms and conditions set forth herein and in the
Memorandum of Agreement.
SECTION 9. AFFIRMATIVE ACTION. This resolution is an affirmative
action of the Issuer toward the issuance of the Bonds,as contemplated in the Memorandum
of Agreement, in accordance with the purposes of the laws of the State of Florida and the
applicable United States Treasury Regulations.
SECTION 10. LIMITED OBLIGATIONS. The Bonds and the interest
thereon shall not constitute an indebtedness or pledge of the general credit or taxing power
of the 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 between the Issuer and the Borrower prior to or
contemporaneously with the issuance of the Bonds.
SECTION 11. LIMITED APPROVAL. The approval given herein shall not
be construed as an approval of any necessary rezoning applications nor for any other
regulatory permits relating to the Project and the Issuer shall not be construed by reason of
its adoption of this resolution to(a)attest to the Borrower's ability to repay the indebtedness
represented by the Bonds,(b)a recommendation to prospective purchasers of the Bonds to
purchase the same,or(c)have waived any right of the County or stopping the County from
asserting any rights or responsibilities it may have in that regard.
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SECTION 12. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
PASSED AND ADOPTED this 18th day of November, 2024.
COLLIER COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By: iwkt4D . 31.-
Chairman
ATTEST:
AatiatiAt*40261•141.
Secretary
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EXHIBIT A
AFFIDAVIT OF PUBLICATION OF
NOTICE OF PUBLIC HEARING
Al
411 LocaliQ
Florida PO Box 631244 Cincinnati,OH 45263-1244
GANNETT
01,PFIDAVIT OF PUBLICATION
SUITE 200
NABOBS,GIBLIN&NICKERSON,P.
1500 MAHAN DRIVE
TALLAHASSEE PL32308
STATE OF WI SIN,COUNTY OF BROWN
Before the undersigned authority personally appeared,who
on oath says that he or she is the Legal Advertising
Representative of the Naples Daily News,a newspaper
published in Collier County,Florida;that the attached copy
of advertisement,being a Legal Ad In the matter of Govt
Public Notices,was published on the publicly accessible
websfte of Collier and Lee Counties,Florida,or in a
newspaper by print in the issues of,on:
11/10/2024
Affiant further says that the website or newspaper complies
with all legal requirements for publication in chapter 50,
Florida Statutes.
Subscribed and sworn to before me,by the legal clerk,who •
is personally known to me,on 11/10/2024
rrigrererk
rg
My commission expires
Publication Cost $680.56
Tmt Amount $0.00
Payment Cost $680.58
Order No: 10751914 #of Copies:
Customer No: 1498050 0
PO#: LSAR0187880
THIS IS NOT AN INVOICE!
Pk=do not ass,Aalo.*for payment,emuawrce.
NANCY HEYRMAN Pagel of 2
• Notary Public
State of Wisconsin
EXHIBIT A TO AUTHORITY
RESOLUTION
Notion of Public Hearin
Per the purposes of Section 147(f)of the Internal Revenue Code of 1906,
as amended(the'Coda"),notice Is hereby even that the Collier County
industrial Develop font AuMAty lthe'Issuer")will we a memo and
public hearing on November 11L M at 9:00 A.M.,or as see thereafter
as the matter can be heard.In the Port Room of the Naples Bey Resort
located at 1500 PM Avenue South. Melds,3410e. The Issuer
will conduct a pubic hoeing and consider lon of a resolution PraVtd-
tag for the approval6A00,QOt1sn Its of�1 Alias �Rove the
not exceeding uee Bonds
(Royal Patm Academy �sser or treWm- al tax.ecempt and/or
taxable esedlifed 501(e)(2) bands,as dedied to Section 145 of She Code.
The proceeds of the Series ER4 Bonds will be loaned to Royal Palm Academy.
Ina. (the "Borrower"). The Ba salivate achedvorrrraerar eu operates Royal PPalm
AceSth grade landed at 16100 L(v Naples.SOS ese: slur Counter
M10(the'School'). The P be used by the Borrower
for t purposes all or (Per exon Insthe and
rels td seacitcertai C 1reserves qooush renfor
ts.
�fle School related Ilse oiedlilliSur =4 ilo If 1s 01 and
(e)Payhtw certain coats of Issuance assodated with the Series BM Bands.
�roImprovementl nced mrreadr Install and erd refinanced Is comprised���r 4
f etelf 7S.M san mdsttng eem foot root e[oorsms butlers msquare foot mand r:�(11)o�aaew
sta
grades 44�hfrduapm�aPymlxob use s (l"B)whip other wild b wrove
tellurian**. bell gf fng dry snowed'.
)Harrower tM=I1e athte(te courts and
green spoons and(V)related facilities,Meares.hirnlsbleas and equipment.The pAva}a selroolBl continue to be owned and operated by the Borrower as a
seervbty students tit PraK through erode,with related uses.
The Santa 2024 Bonds shall be payable piety hem the revenues
agreement.and tinier financing d
Into ad b Issuer�etweeenanthe Isom end the Borrower to aor
t mtlemper
vela Mils
the issuance of the Sates 2024 Bonds. Such Serra:S051 seI
of
ties t�fel wit taxing power thereon shall not constnute aCounty�State of cr Florida
or any peWkal subdlvIston or apsaay thereof. Issuance of the Series M74
Bonds stall be subset to several cometors hplwSnp sattsfadory doett.
maw the approval by bend counsel as to the taamaempt status of the
Interest en all to�rea shell be a piddle
of the Series MU Bonds and receipt of aeaespry
meeting and dl �away be r interested commnnentloned ents be given of be submit.
be heard concerning same. Witten comments may also be submit-
ted to the Coiner County tedustrial Authority,do Donald A.
Pldasorth.P.A..71S High Pines Drive,N Sonde MG and sheeid be
�Proledked t).eSeri EOga. W Educattonal�Attenn submissions Mes Bands be matl te
In time to be received before 1Z:00 P.M.. November 14.102.
PERSONS ARE ADVISED THAT IF THEY DECIDE TO APPEAL ANY
DECISION MADE AT THIS PUBLIC HEARING, THEY WILL NEED
A RECORD OP THE PROCEEDINGS, AND, FOR SUCH PURPOSE,
THEY MAY NEED TO ENSURE THAT A VERBATIM RECORD OP THE
PROCEEDINGS IS MADE.WHICH RECORD INCLUDES THE TESTI-
i .,..NY AND EVIDENCE PON ICH BAP • IS • BE :D.
all , .17i. -„7; ...7T i- .I.-• i •1.' i` •1 r:ry-. -.�
• ISSUER'S PAGE ON THE COLLIER -• NTY WBBSITE AS POL • t
httpultevr tcal tleslautbarl tteslindusidal incur
FOR QUESTIONS OR CONCERNS. OR. TO INSPECT ANDAR COPY
DOCUMENTS RELATING TO THE APPLICATION OR. IN ACCOR-
DANCE WITH THE AMERICANS WITH DISABILITIES ACT.PERSONS
NEEDING A SPECIAL ACCOMMODATION TO PARTICIPATE IN
THIS TiP yCEEDING.RE P q�( CON�,TrsDORNALD PICKWORTH,
NO LATER THAN THREE GI DAYS PRIOR TO TNe ING.
COLLIER
ODEVELO COUNTY
ENNT A HUTDHOROR�
Donald A.Plckworth,Executive Care r
November 10 2024
LSAR0187860