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Resolution 2006-147 RESOLUTION NO. 06--1.4..7 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY IN AN AMOUNT NOT EXCEEDING $14,000,000, AS REQUIRED BY SECTION 147(f) OF THE INTERNAL REVENUE CODE, AS AMENDED; PROVIDING FOR OTHER RELATED MA TTERS AND PROVIDING AN EFFECTIVE DATE. 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, Seacrest School, Inc., a Florida not for profit corporation, with certain facilities located within the boundaries of Collier County, Florida, (the "Corporation") has requested the Authority to issue its Educational Facilities Revenue Bonds (Seacrest School, Inc Project) Series 2006 in an initial principal amount not to exceed $14,000,000 (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(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 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 21, 2006 in the 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 June 6, 2006, pursuant to the Notice and adopted a resolution ( the "Authority Resolution") authorizing the issuance of the Bonds, a copy of which is attached as Exhibit A, and has recommended to the Board that it approve the issuance of the Bonds in accordance with Section 147(f) 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(f) of the Code. 1 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(f) 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 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. adoption. Effective Date. This Resolution shall take effect immediately upon its PASSED and Adopted this 20th day of June, 2006. ATTEST: Dwight E. Brock, Clerk COLLIER COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS ~~Cbnik Deputy Clerk Attl.t .1 to Cha1n11ft , [SEAL] , I Qfllturt Oft 1- ~~~--- Frank Halas, Chairman APprovedastoformaOdleg~SU~CY:r.r ~ ~ /J7-;;. ~ jv /'jVr/ 'r David C. Weigel, County Attorney 2 RESOLUTION NO. 2006-01 AN INDUCEMENT RESOLUTION OF THE COLLIER COUNTY INDUSTRIAL DEVELOPMENT AUTIlORITY REGARDING THE OFFICIAL ACTION OF THE AUfHORITY WITH RESPECT TO THE PROPOSED ISSUANCE BY THE AUTHORITY OF ITS EDUCATIONAL FACILITIES REVENUE BONDS (SEACREST SCHOOL, INC. PROJECT) SERIES 2006 IN AN INITIAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $14,000,000 FOR THE PRINCIPAL PURPOSE OF FINANCING OR REFINANCING CERTAIN COSTS INCURRED OR TO BE INCURRED BY SEA CREST SCHOOL, INC. IN CONNECTION WITH THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN EDUCATIONAL FACILITIES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PRELIMINARY AGREEMENT BETWEEN THE AUTHORITY AND THE CORPORATION; PROVIDING FOR RELATED MATTERS; PROVIDING AN EFFECTIVE DATE. WHEREAS, Seacrest School Inc., a Florida not-for-profit corporation (the "Corporation") has applied to the ColHer County Industrial Development Authority (the" Authority") to issue a series of its private activity revenue bonds in the initial aggregate principal amount of not to exceed $14,000,000 (the "Bonds") for the principal purpose of financing or refinancing certain costs of acquisition of certain educational facilities (the "Project") to be owned and operated by the Corporation and paying costs associated with the issuance of the Bonds; and WHEREAS, the Corporation has requested that the Authority loan the proceeds of the Bonds to the Corporation 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, the issuance of the Bonds and the loaning of the proceeds thereof to the Corporation 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 Corporation and promote the public purposes provided in the Act; and WHEREAS, the Corporation has submitted that certain Preliminary Agreement for the Issuance of Private Activity Revenue Bonds of even date herewith (the "Preliminary Agreement") relating to the issuance of the Bonds; and Inducmnl Res Seacresl 2006.doc EXHIBIT A TO COUNTY RESOLUTION WHEREAS, in order to satisfy certain of the requirements of Section 147(t) oCtbe 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 such notice, a copy of which is attached hereto as Exhibit A; 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 Corporation; 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 Corporation to proceed with the financing of the costs of the Project and to provide an eltpression 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 of the Project by the Authority through the issuance of the Bonds, pursuant to the Act, 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 Corporation 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 of even date herewith, between the Authority and the Corporation providing understandings relative to the proposed issuance of the Bonds by the Authority to finance the costs of the Project in an aggregate principal amount not to exceed the lesser of (a) $]4,000,000 or (b) the amount determined by the Authority and the Corporation to be necessary to accomplish the foregoing purposes. SECTION s. 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 Corporation Inducmnt Res Seacresl 2006.doc 2 and subject in all respects to the conditions set forth in the Preliminary Agreement, in an aggregate principal amount not to exceed $14,000,000 for the principal purpose of fInancing 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 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 purposes of the laws of the State of Florida and the applicable United States Treasury Regulations. SECTION 8. LIMITED OBLIGA nONS. 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 fmancing agreement entered into between the Authority and the Corporation 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. SECTION 10. EFFECTIVE DATE. This Resolution shall take effect upon its adoption. .,\1 '." \'. ADOPTED this 6th day of June. 2006. ;" , . . . COLLIERCOUNTY INDUSTRIAL DEVELOPM NT A HORITY ~" ", iL ' ~'':. ': (SEAL)/ >.) ~~,...~,,-:" ..... \. : ~ ).,:.:' C' I~;; ~~. ',' "':-.,,:...... .' Inducmnl Res Scacrcsl 2006.doc: 3 EXHIBIT A NOTICE OF HEARING Naples Daily News Naples, FL 34102 Affidavit of Publication Naples Daily News --------------------------------------------------+--------------- , .. 0120 IOTICI OF EmIl 0120 I01ICEOF EIIII REFERENCE: 010784 59243638 Notice of Special Me Notice of Special Meeting anet ~bllc Haarlng Notlet Is hereby given that the Collier County In dustrlal Development Authority (the .AuttIorlty" will conduct a s~laI meeting and public heartnl on June 6. 200& at 8:30 Lm. In the EConomic Dever- opment Council of Collier County Conferenc. Room, 3050 North Horseshoe Drive. Suite 120 Naples, Florida, 34104 for the PYfpo.e of recelvllll public comments and heertna. dliculllon concern Ing the prllllOHd IIILIlIIlCI Ollhe~. Come County Inaustrlal Develqpment AuthorttY Varlabh Rate Industrlat Revenlll. Bond (Seac:rest: 5d1ool. IIlI: ProJect) Serle. 2006 III an amount not to excIII $14,000,000 to be USed to finance the acqu'sltlOll construction. and ~ulpplng of certaln educatlOl'll facilities deserlbed 1MiloW, PICKWORTH, DONALD P.A. 5150 TAMIAMI TRL N #502 NAPLES FL 34103 l.proJect Description: land aCClulsltlon, prepara tlon and site work: Construction of clll..rOO" buildings and/or acquisition of moduIV Cl&llroon buildinGS, acquisition of educatlonlll and aclnilnl. tratlve equipment. 2.ProJect locatlon: 7100 Davis Boulevard. Naples Flortda 34104 . 3.lnltlal Operator and OWner: Seac:rest School, tnc (a Florida corporation not for profit) All Interested persons are Invited to submit wrlttlt comments or attend the he~lng. either Jl!IDOI)Ilt or tlvough their repre.entatlve. and will De glvei an oppqitunlty J,o =~Ir views concernl", ~~fr:Jr~~.;grco':ments In ~=~~ may .8IllI1UCh comments to: Collier COunty IndllStrla' Development AuthorItY C/o Economic Dlvelopmei1t Council 3050 North Hol'Mshoe 1)rIve~ ~Itt 120 . Naples, florida 34111't Copies of the applications for "nanclng are alia! able for Inspection and copyl!lll at the Offlce of t~ Economic Development COuncil SlIt forth above. SHOULD AHY PERSON DECIDE TO APPEAL ANY DEC SION IIIADE BY THE AUTHORITY WITH RESPECT T ANY MATTER CONSIDERED AT SUCH HEAIIINO, sue PERSON WILL NEED A RECORD OF THE PROCEEI INGS AND, FOR THAT PURPOSE. SUCH PERSON 11I,1 NEED TO ENSURE THAT A VERBATIM RECORD C THE PROCEEDINGS IS MADE. WHICH RECORD II ClUDES THE TESTIMONY AND EVIDENCE UPO WHICH THE APPEAL IS TO BE BASED. In accordance wlttl the Amerk:ans wlth Dlsabllltll Act. persons needing a special accommodation 1 partlClPllte In this hearing should contact Donald Pickworth, General Coun.el, at (941) 263.8060 r later than sIVen m dayS prior to the heVtng. AD SPACE: 140.000 INCH FILED ON: OS/22/06 ~,~:~iTJ:v:~~~nCg::~~~d~'on 147(f) - ~ - - - - - - - - - - - - - - - - - - - - - - - - - - -) - - - - - ~- - - - - - - - - - - - + - - - - - - - - - - - - - - - - - ~~~l~~~~ Gentral COunsel S~gnature of Affiant LJ..........-- \ Mall'!. . Nn I"UI~~ Sworn to and Subscribed be~ore me this ~ day of ~) OAL:l State of Florida County of Collier Before the undersigned authority, personally appear~d B. Lamb, who on oath says that she serves as Ass~stant Co~orate Secretary of the Naples Daily News, a da~ly newspaper published at Naples, in Collier Countv, 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, Flor1da, and that 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 for the purpose of securing this advertisement for publiction in the said newspaper. PUBLISHED ON: OS/21 OS/21 mo._'-i- 20~ Personally known by me , ""'... N'"';"';;'" So,. ''''''''I #' ..I If. SVS,j" c. I .:If.. ;. ~~ j 1'.1, Cornrmsslon DD382729 ~ 0, ,.,cr EXplra:\ (I 1 102/2OO!I --.,..,...,.......~..............- EXHIBIT A TO AUTHORITY RESOLUTION