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Resolution 2019-182 RESOLUTION NO. 2019_ 1 8 2 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA APPROVING THE ISSUANCE AND SALE OF EDUCATIONAL FACILITIES REFUNDING REVENUE BONDS BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, AS REQUIRED BY SECTION 147(f)OF THE INTERNAL REVENUE CODE,AS AMENDED; PROVIDING FOR OTHER RELATED MATTERS, AND PROVIDING AN EFFECTIVE DATE. 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(the"Board")on February 27, 1979 pursuant to Part III of Chapter 159, 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, Community School of Naples, Inc., a Florida not for profit corporation, with certain facilities located within the boundaries of Collier County, Florida (the "Borrower") has requested the Authority to issue its refunding revenue bonds as described below for the benefit of the Borrower and to loan all or a portion of the proceeds thereof to the Borrower for the purposes set forth herein; 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 published on or before August 20,2019,in the Naples Daily News a newspaper of general circulation in the County, and a copy of said notice is attached as Exhibit A to the Authority Resolution as described below(the "Notice"); and WHEREAS,on August 28,2019,a public hearing was held by the Authority with regard to the issuance of the Authority's Educational Facilities Refunding Revenue Bonds as more particularly described in the Authority Resolution in an aggregate principal amount not to exceed$17,000,000,at the conclusion of which hearing the Authority adopted the Resolution attached hereto as Exhibit A (the "Authority Resolution"); and WHEREAS, the proceeds of the Bonds will be used by the Authority to make a loan to Borrower to (i) acquire, construct, equip and renovate a building known as the CSN Institute for Science and Environmental Research, which will be used as educational facilities at the school campus owned and operated by the Borrower and located at 13275 Livingston Road,Naples,Florida (the "2019 Project"), (ii) refinance indebtedness previously incurred by the Borrower (the "Bank Loan"),the proceeds of which Bank Loan were used to refinance previous financings which funded the cost of construction of the Borrower's Intermediate School Building, the Borrower's Middle School Building, and the Borrower's Lower School Building(the "Prior Project"and together with the 2019 Project, the "Project"), and (c) pay certain expenses incurred in connection with the issuance of the Bonds; and 1 WHEREAS, the Bonds 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 Bonds,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 Bonds 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 1. Approval of Issuance ofthe Bonds. This Board hereby approves the issuance of the Bonds by the Authority for the purposes described in the Notice pursuant to Section 147(f)of the Code. The Bonds shall not constitute a debt,liability or obligation of Collier County,the Board,any officer,agent or employee of Collier County,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 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 for any portions or aspects of the Project within the regulatory jurisdiction of Collier County. The Project shall be subject to all such regulations, including, but not limited to, the Collier County Growth Management Plan and 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, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded. 2 THIS RESOLUTION ADOPTED after motion,second,and majority vote favoring the same this 24th day of September 2019. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal KieClcr`�lf Courts COLLIER CO Y FLORIDA By 11► I• y• _ t.P.440. pe!, t __ Wil L. Mc amel Jr., Chai an Attest as thairman s signature only: . A rove• .s"s • egality: pp g t3:' XII t Jeffrey A. 1 at ow, County Attorney 3 RESOLUTION 2019- 05 AN INDUCEMENT RESOLUTION OF THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY REGARDING THE OFFICIAL ACTION OF THE AUTHORITY WITH RESPECT TO THE PROPOSED ISSUANCE BY THE AUTHORITY OF ITS EDUCATIONAL FACILITIES REFUNDING REVENUE BONDS(COMMUNITY SCHOOL OF NAPLES PROJECT) IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED$17,000,000 FOR THE PRINCIPAL PURPOSE OF FINANCING AND REFINANCING CERTAIN CAPITAL COSTS ON BEHALF OF THE COMMUNITY SCHOOL OF NAPLES, INC. (THE "BORROWER")IN CONNECTION WITH THE ACQUISMON, CONSTRUCTION, RENOVATION AND EQUIPPING OF CERTAIN EDUCATIONAL FACILITIES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PRELIMINARY AGREEMENT BY AND AMONG THE AUTHORITY AND THE BORROWER AND PROVIDING FOR RELATED MATTERS. WHEREAS, the Community School of Naples, Inc., a Florida not-for-profit corporation (the "Borrower") has applied to the Collier County Industrial Development Authority (the "Authority") to issue its Educational Facilities Refunding Revenue Bonds(Community School of Naples Project), Series 2019 in an aggregate principal amount not to exceed $17,000,000 (the "Bonds"), for the purpose of making a loan to the Borrower from the proceeds of the Bonds; WHEREAS,the loan is for the purpose of providing funds,together with other available funds, to (a) finance and refinance a portion of the costs of acquiring, constructing, renovating and equipping of a building known as the CSN Institute for Science and Environmental Research which will be used as educational facilities owned and operated by the Borrower(the "2019 Project"), (b) refinance and refund indebtedness previously incurred by the Borrower(the 'Bank Loan"), the proceeds of which Bank Loan were used to refinance previous financings which funded the cost of construction of the Borrower's Intermediate School Building, the Borrower's Middle School Building, and the Borrower's Lower School Building (the "Prior Project"and together with the 2019 Project, the"Project"),and(c)pay certain expenses incurred in connection with the issuance of the Bonds;and WHEREAS, the Borrower has requested that the Authority loan the proceeds of the Bonds to the Borrower pursuant to Chapter 159, Parts II and III, 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 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 AUTHORITY RESOLUTION EXHIBIT A TO COUNTY RESOLUTION hold a public hearing (the "Hearing") on the proposed issuance of the Bonds for the purposes herein stated, which date is at least 7 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, the issuance of the Bonds and the loaning of the proceeds thereof to the Borrower to finance, refinance and refund 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 a certain Preliminary Agreement (the "Preliminary Agreement")relating to the issuance of the Bonds;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 in addition to any other action that may have heretofore been taken by the Borrower; NOW, THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,THAT: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act and other applicable provisions of law. SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered into to permit the Borrower to proceed with the financing,refinancing and refunding 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 AND REFUNDING. The financing, refinancing and refunding of the costs of the Project by the Authority through the issuance of the Bonds and the refinancing of the Bank Loan, pursuant to the Act, according to the application materials placed on file with the Authority by the Borrower, will promote the economic development,prosperity,health and welfare of the citizens of Collier County though the education of its citizens, 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, 2 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 behalf of the Authority, the Preliminary Agreement submitted by the Borrower, providing understandings relative to the proposed issuance of the Bonds by the Authority to finance, refinance and refund the costs of the Project in an aggregate principal amount not to exceed the $17,000,000. 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 $17,000,000 for the principal purpose of financing, refinancing and refunding the costs of the Project as described in the Preliminary Agreement. The rate of interest payable on the Bonds shall not exceed the maximum rate permitted by law. SECTION 6. GENERAL AUTHORIZATION. The Chairman and the Vire-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 purposes of the laws of the State of Florida and the applicable United States Treasury Regulations. SECTION 8. LIMITED OBLIGATIONS. The Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of Collier County,the State of Florida or any political subdivision or agency thereof but shall be payable solely from the revenues pledged therefor pursuant to a loan agreement or other financing agreement entered into by and among the Authority and the Borrower prior to or contemporaneously with the issuance of the Bonds.The Authority has no taxing power_ SECTION 9, LIMITED APPROVAL. The approval given herein shall not be construed as an approval or endorsement of approval of any necessary rezoning 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. [Signature Page Follows] 3 SECTION 10. EFFECTIVE DATE. This Resolution shall take effect immediately. ADOPTED this 28th day of August,2019. COLLIER COUNTY INDUSTRIAL DEVELOP:0 ORITY By: 4r% rL�.. ATTEST: airman By: Secretary EXHIBIT A NOTICE OF PUBLIC HEARING A-I S ate. ? apLr . W3 PART OF THE USA TODAY NETWORK Published Daily Naples, FL 34110 BRYANT MILLER OLIVE P.A. 201 NORTH FRANKLIN STREET, SUITE 2700 TAMPA,FL 33602 Affidavit of Publication STATE OF WISCONSIN COUNTY OF BROWN Before the undersigned they serve as the authority, personally appeared said legal clerk who or oath says that he/she serves as Legal Clerk of the Naples Daly News, a daily newspaper published at Naples, in Collier County, Florida; distributed in Collier and Lee counties of Florida; that the attached copy of the 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 tha: the said newspaper has heretofore been continuously published in said Collier County, Florida; distributed in Collier and Lee counties of 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 one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he has neither paid nor promised any person, or corporation any discobnt, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. Putillshe 1:August 20,2019 A Subscrloed and sworn to before on August 20,2019. _.. /trr, V✓iW‘rQAbc'-t -1 Notary, State of WI,County of Brown T4AA MON )t.00I-. State of \ scont. My commission expires August 6,2021 Publication Cost $388.50 Ad No:0003742367 Customer No:8132736677 PO# NOTICE OF SPECIAL WEETINII AND PUBLIC HEARING Notice is hereby given drat the Collier County Industrial Development Authority (the 'Authority") will conduct a special meeting and public hearing on August 28,2019 al 8:30 a.m. al the offices of the Authority located at 5150 Tamiarrh Trail North, Suite 502. Naples. Florida for the purpose of receiving public comments and hearing discus- sion concerning the proposed issuance of the Authority's revenue bonds, such revenue bonds being designated as the Coiher County Industrial Development Authority Edu- cational Facilities Revenue Bonds (Community School of Naples Project), Series 2019. or such similar designation as may be determined. in an ag gregate principal amount not to exceed 517,000,000 (the "Bonds"). for the purpose o1 making a loan or bans to Community School of Naples, Inc., a Florida not for profit corporation (the "Borrower'). The proceeds of such loan are to be used for the purpose of financing and refinancing, in- cluding through reimburse- ment, (i) a portion of the cost of the acquisition, construc- tion, renovation, installation and equipping of the Borrow- er's educational facilities. lo- cated at 13275 Livingston Road, Naples, Florida 34109 ithe "Borrower's Campus"), ncluding a portion of the cost of the construction of the building known as the CSN In- stitute for Science and Envi- ronmental Research: (ii) the refunding of outstanding debt used to refinance the cost of educational facilities Scaled on the Borrower's Campus:and (iii) the payment of certain costs of issuing the Bonds (collectively, the 'Prot oct"). The Project is or will be owned by the Borrower Copies of the applicatIon for financing are available for in- spection and copying at the office of the Authority set forth above. All interested persons are invited to submit written comments or attend the hearing, either personally or through their represents• rive, and will be given an op. portunily to express their views concerning the nature and location of the Project or the financing Anyone desrr- Ing to make written cern- minis in advance of the hear- ing may send such comments to the office of the Authority. SHOULD ANY PERSONDECIDE TO APPEAL ANY DECISION MADE BY THE AUTHORITY WITH RESPECTtO ANY MAT- TER CONSIDERED AT SUCI- HEARING,SUCH PERSONWILL NEED A RECORDOF THE PRO CEEDiNGS AND. FOR THAT PURPOSES UGH PE RSONMAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVI- DENCE UPON WHICH THE AP. REAL IS TO BE BASED. in accordance with the Amen- cans with Disabilities Act, per- sons needing a special accom- modation to participate in this hearing should contact Donald A. PICKworlh, General Counsel, at (239) 263-8000 no late; than five (5) days prier to the hearing This nntira is rnvon nnrsuort to Section 147(1) of the Inter- nal Revenue Code, as amend- Collier County Industrial Development Authority !s/Donald A,Pickworth Executive Director and General Counsel August 20,2019 *3742367