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Resolution 1999-077 1614 RESOLUTION NO. 99- 77 A RESOLUTION OF THE BOARD Of COUNTY COi\J!\1JSSIONERS OF COLLIER COUNTY. FLORIDA APPROVING TilE ISSliA~CE AND SALE OF REVENUE BONOS BY TilE COLLIER COUi'nT INDL"STRIAI. ))EVEI.OP~JENT AUTHOIUTY, AS REQlil REI> BY SECTION 1"7(1) OFTIIE INTERNAL REVENUE CODE. AS Ai\IENDED~ PROVIDIL\G FOR OTHER RELATED i\IATTERS. Whcrcas. thc Collicr County Industrial Dcvelopmcnt Authority (the "Authority") is a body cOlvorate and politic of Collier Coullty. Florida ("Collier COUllty") created by Collier County Resolution No. 79-34 duly adopted by the Boarll of County COl11l11issioncr:. on February 27. ] 979 pursuant to Part III of Chapter 159. Florida Statutes. as amended. with th.: power to issu~' re\'~>nue bonds for the purpt1ses l,j" linancing a "project" as delin~>d in P;lrI II n(Chapll:I' iSl). Florida Statutes. as amcnded; and Where<Js. Community School of N<lples. Inc.. a Florida not for profit corporation. wilh certain facilitics loc;ltcd within the boundaries of Collier County. Florid;). (thL> "Corl'or<llion") has requcsted (he Authority to issue its revenue bonds (the "Bonds") (or lhc h~'nelit o(the Corporation and to loan all or a portion of the proceeds [hereof to the Cnr-I'llratill/l to, ~Hllnn~ other things. (i) payor reimhurse thc Corporation for th~ payment or. or tll rL'lin<ll1l:e c~Tt;ljn prior dehtlhe procecds orwhich were used to pay, costs of acquiring, constructing. rC/lO\'<tling, rehabilitating and equipping certain educational facilities located in Collier COllrHy. Floritla (the "ProjecC). and (ii) pay certain cxpenses incurred in connection \vith the issuance of the Bonds. and Whereas, Section 147(f) of the Internal Rcvenuc Code of 1986. as amended (the "Code"). pf'O\'jdes that the elected legislative body of the govenlmcntalunit which has jurisdiction mer (h~ area in \\'hich the t~lcility financed with the proceeds of lax ex~mpt bonds is locatcd is tn appro\'e the issuance or sllch bonds after a public hearing; and Whereas. the Board orCoullty Commissioners orCollier County. Florida (the "Board") is the eJected lcgislati\'e houy of the County; and Whereas. the :\uthority caused notice of <l puhlic hearing to consider appro\'al of th~ Bonds and lhe location and nature of the Projecltl1 he financed with the proceeds or the Bnnds In he puhlished l1l' or hefore December 30. 1998 in the i\iaplcs Dai Iy i\c\\'s. a ncwspapcr or general circulation in the County, and a copy of said notice is attached as Exhihit ;\ (the "Noticc"); and Whereas, the Authority held a public hearing on.lanuary 15. I ()l)9. pursuant to the i\iotice and adopted a resolution (the "Rcsolution") authorizing the issuance oflhe Bonds. a copy of which is attachcd as Exhibit B. antlhas recommended to the Board that il ~1J1pro\'e Ihe issuance orlh(.' BOllds ill accordance wiLh Section 147(f) oflhe Code; Hnt! Whereas. lor the reasons set forth abo\'c. it appears La the Board that the appro\'a! of the issuallcc and s;de of sitch Bonds as required hy Section 147(0 of the Codc is in the hest interests - .- et'Collier County, NOW. 'FI'IIfP, EFOI~.E, tlc It Resolved bv the Bonrd of Cotn'lly Commissioners of('ollicr CotHll?. Florida. that: Section 1. :ll~l~ros'ttl ofl. s'sua~tce o. ftl~e Bo~ul.v. This Board hereby approves thc issuance of thc llonds by thc Authority for thc pu~oscs described in thc Notice pursuant to Section 147(~ of thc Code. Thc Bonds shall be issued in such aggregate principal amount, bear interest at such rates, mature in such amounts and be sutzicct to such oplionaJ n~d manclatorv redemptions as arc approved by thc Authority withoul the further approx'al of this t3oard. Thc P, onds shall not constitute a debt. liability or obligation ol'('ollicr Co,;ntv. i~s t~oard of County Con,missioners, officers, agents or employees, or the Stale of Floridn or n~y political subdivision thercol~ but shall be payable solely from thc revenues provided Ihcrcll)r. and neither thc I~ith and credit nor any taxing power of Collier County or thc Slate of I:[orida or any polilical subdivision thereof is pledged to thc payment of the principal of, prcmiun~, if any. and imcrcst on thc llonds. No member of the l~oard ol'Cotl~llv Commissioners of Collier County or any ol't~ccr or employee thcrcoFshall be liable personally on the Bonds by reason oFthcir iss[~ancc. ' This al~proval shall in no way' be deemed to abrogate anv regulations el'Collier Cotmtv applical)Ic to thc project and lbo project shall be subject to all such regulations, includinu, but'not limited lo. thc Collier Cott~tv Growth Nlanagcmcnt Plan. all concurrency requirements ~O~llai~lcd therein, and thc Collier County Land Development Code. Section 2. ,¥c'~'ertthilit~'. Ifanv section, paragraph, clause or provision o1' this Resolution shall be held to be invalid or inel'lbctive for any reason, thc remainder o1' this f/csolt~lion shall continue in fidl force and effect, it being expressly hereby Ibund and declared that thc remainder et'this Resolution would have been adopted despite thc invalidity or incl'l~ctivcncss el'such section, paragraph, clause or provision. Section 3. l';ffectit'e Dttte. This l>,csoh,tion shall take effect immediately upon/ts adoption, and any provisions ofany previous resoh,tions in conflict with Iht provisions hereof arc hereby superseded. P.,\SSI!D m~d ,\doptcd thi.s~ ~ day of January, 1999. [l,?,cmaindcr of this page intentionally Icti blank, signatures on next page] ATTEST: Dwight E. Brock, Clerk Deputy Clerk [SEAL] Approved as Io form and legal sufficiency; David C. We~gel, COLLIER COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS ,:I~,(m~la ~;. Mac Kie Chairwo?4~n Naples Daily News Naples, FL 34102 Affidavit of Publication NapLes Daily News PICK~ORTH, DONALD P.A. 5150 TAMIAHI TRL N #602 NAPLES FL 34103 REFERENCE: 010784 57801939 NOTICE OF MEETING AN State of FLorida Co~nty of Collier Before the undersigned authority, personally appeared John E. Taylor, who on oath says that he serves as Assistant Controller of the Naples Daily News, a daily newspaper published at Naples, in Collier County, Florida: that the attached copy of 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 that the said newspaper has heretofore been continuously published 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 coporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. PUBLISHED ON: 12/30 AD SPACE: 186.000 INCH FILED ON: 12/30/98 Signature of Affiant NOTICE OF MEETING AND PUBLIC HEARING The Collier County Induslrlol Development Authority (the 'Authority") will hold o special meeting Grid pub. Ifc heortng on Jo6uory 15, 1999 at 9:00 A.M. at the EcG. nomlc Development Council of Collie, Count'¢ Conference Room, 3050 North Horseshoe Drive, Sutfe 120 Naples Florida 34104 to consider adoption of a resolution prov dlng for the preUmlnar¥ approval of the Issuonce by the Authority of not exceeding $9,000,000 of ifs Industrial Development Revenue Bonds (Community School of l'Japles, Inc. Project) Se- ries 1999 (the "Series 1999 I?onds"). The Series '1999 Bonds will be Issued for the r)rJncipal purpose of loon. lng 111e proceeds thereof ;o Community School of Naples, Inc., a Florida co.'~,oratlon not for profit the "Borrower"). The Borrov, er will use the proceeds at the Bonds fo finance and refinance o portion of the cost of acquisition, construction and equipping of cer- tain educoNonal facilities described below and to re. flnonce certain outstanding Indebtedness of the Borrower: I. PROJECT DESCRIPTION: Acquisition construction, Installotlon and equi }ping of odd t anal bu Idings to the Borrower's present ..... CClmi~r~,~Uch-bulldln~e'fo'JnClOele buf~tbe limited to 2 lower school buildings, '2 hlgh school buJldh;us Gild a vOlLlnleer/adminlsfl'afion center; the (]C(JLIJ~Ji- tion of acldlflonol properly contiguous to the Bat- tower's existing schools for future expansion; and the reconstruction and reworking of parking and athletic fields on the propert,/. 2. PROJECT LOCATION: 3251 I~ne Ridge Rood Noples, Florido 34309 3. INITIAL OPERATOR AND OWNER: Community School ot Noples, Inc., (a Florida cor- porotlon not for profit corporoflonJ. The series 1999 Bonds shall be payable solely from the revenues derived by the Authority from o loon Grid oth- er flnonclng documents between the Authority Grid the Borrower prior to or contemporaneously with tile Isstl- once of the Series 1999 Bonds. Such Series 1999 Bonds and the Interest thereon shall not constitute on Indebt- edness or pledge of the general credit or taxing power of Collier County, the State af Florida or any political subdivision or agency thereof. Issuance of the Series 1999 Bonds shall be subject to several conditions in- cluding satisfactory documentation, the approval by bond counsel os fo the tax-exempt stolus of tile Jnlerest on lhe Series 1999 Bonds and receipt of necessary op- 3royals for the financing. The aforementioned meeting sholl be o public meeting ond oil persons who may be Interested will be given an opportunity to be heard COn- cerning the some. Al/interested persons ore Invited to submit written comments or offend the hearing, either personally o~ through their representatlve~ Grid will be .given on oP.- portunlty lo express their views concernmg the prop acts or the financing. Anyone desiring to make written comments In advance of the hearing mov send sucll comments fo: Collier County Industrial Development Authority c/o Economic Development Council 3050 North Horseshoe Drive Suite 120 Naples Florida 34104 Written comments rece veal In advance of the hearing, and orol comments made at the hearing are for the consideration of the Authority ond w II not bind the Au- thorllv. Copies nf the oppllcatlons for financing ore available Jar {nspecllon Clnd COpying ut the otllce Gl thc. Authority set forth obove. SHOULD ANY PERSON DE~IDE TO APPEAL ANY DECISION ,'V~ADE BY THE AUTHORITY WITH RE. SPECT TO ANY MATTER CONSIDERED AT SUCI~ HEARING, SUCH PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR THAT PURPOSE SUCH PERSON MAY NEED TO ENSURE THAT VERBATIM RECORD OF: THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL. IS TO ESE BASED.' In accordance with fha Americans with Disabilities Act persons needing o speclal occommodofion fo porflc - pate In this heorlng should contact Donald A. Pick. worth, General Counsel, of (941) 263-8060 no later than seven (7} days prior rathe hearing. This notice Is alven pursuant to Section 147(f) of the In. ternm Revenue Code as amended. Collier County Industrial Development Authority /s/Donald A. Pickworth Asslstont Secretary and Generol Counsel December 30 No. 1331283 EXHIBIT A TO COUNTY RESOLUTION (COMMUNITY SCHOOL) RESOLUTION 99- :\N INI)I !('I:.MI-iNT RI'Lq()I.I I'I'I()N ()F TI I1". C()I.I .II!R L'{ )IJNTY I NI)I ;N'I'R1 ,,\1. I)EV I.ii .()PX IENT :\UTI t()RITY RI'X ~,,\ R I)I N( i TI Iii ()FFICI,,\I. ,,\C'I'I()N ()F TI II( :\1 ;T11()RI'I'Y \VITI I RI!.qI~liCT T() TllI'~ PR()I~()SI';I) 1.q,ql~:\N('I'~ I~,Y Till:..,\LITII()I4I'I'Y ()F I'RIVATI:. ,,\CTIVITY I~I~\;I,~N[;I'~ I~()NI).% IN ,,\N INITI,.\I ,,\(j(iRI-XJATI( I'RINCII',,\I. AMOUNT NOT T() I(XCI.iI!I'J $¢).001).00{) FOR Till'; PI~INCIIL'\L PURI~OSF. OF FINANCIN(i ANI) RF. FINANCING CERTAIN COSTS INCIJRRI'~I) IN('[ J RRI'~I) BY TI II:. COMMIJNI'I'Y SCI IOO1. OF NAI~I.I:.S (TI t1:. "('()RI~()RATI()N'') IN CONNI".CTI()N WITII Till{ A('()IiI.'ilTI()N. ('()N%TI~I'("I'I()N AND IiXI'.,\N,qI()N ()F ('I(R'I'.,\IN I(1)t/CA'I'I()N..\I, ..\N[).,\Nt'll.l.,.\R'f I:,,\(.'ll.l'l'll.i.q: ..\t :'1'11()RIZIN(i TI 11( I'~.XI-~('I :TI()N ,.\NI) .x, II.~Mt)RANI)[i~I ()F ..\(iRF. I.i,x, II-iNT BY ANI) ,,\I.WII()RITY ANI)Till! CORPORATION: ANI) F()R RF.I.ATI-.'I) ~IAT'I'I!RS. ~VIII';I,IE..\,";, Thc ('ommunitv .%chool of Naples. a Florida not-lbr-profit corporation (thc "('orporation"}. has applied to thc ('oilier County Industrial l)cvclopmcnt Authority (thc "Authority" ). lo issue its prix'ale activity rcx'cnuc bonds in thc initial aggregate principal amount of not h~ ex'ccd S().O()O.()()O ill OllC or more series (thc "l~onds") liar thc principal 13tu'posc oF(l) linancin~ or rclinancing certain cosls of acquisition, construction and cquippin~ ¢)1' certain educational Ihcilitics (thc "l~r(Ljcct'') to be oxxncd and operated by thc Corporation. (2) refinance certain outstanding indebtedness of thc Corporation previously incurred tbr file purpose of financin~ the cost of acquisition and consm~ction of certain cducalional lhcilitics, and (3) paying costs associated wifl~ thc issuance of thc Bonds. ~3,'! ! i'; Ri'lAS, tl~c £'orporation has requested that thc Authority loan thc proceeds of thc II¢mds h~ Ibc ('orporalion purstlalll to Chapter 159. Parts Il and Ill. Florida ~tatulcs. or such other provision ~,r provisions of Fh,rida law as thc Authority may determine advisable (thc "AcF') in ~rdcr h~ WI IEREAS, Iht bond resolution granting thc final authority li,r thc issuance o1' thc Bonds has not ,.'ct h¢cn adoplcd by thc Authority: and WI ! Ei~IF.A.'q, thc issuance of the Bonds under linc Act in one or more issues or Series in such anlout~ts of tax-exempt and/or taxable bonds not exceeding an aggregate principal amount of $9.()00.01)0 alld thc loaning of thc proceeds thereof to thc Corporation to finance a~ld rcl]llal~cc a portion o1' thc costs of the Project under a 10[111 agreement or loan agreements or other financing aurccmcnts, and pursLmnt to the terms thereof which will provide that payments thereunder be at l~ast sufficient to pay thc principal of and interest and rcdcmption premium, if any. on such Bonds and such other costs in connection therewith as may bc incurred by l}~c Authority. will assist thc Corporation and promote thc public purposes provided in thc Act: and EXHIBIT B TO COUNTY RESOLUTION (COMMUNITY SCHOOL) [ Illll[] [ [ ~- [llll [ [[1[[ Il]IH[ I [[ WIIEI~.E,,\S, II~e Corporation has submillcd thc Nlcmorandum of A~rccmcnt (Ibc "klcmorandum of A~rccmcnt") relating to iht issuance of thc Bonds. attached hereto as l~xhibit A: Wll El,lEAS';, in order to satislV certain of the requirements of Section 147(t'} of thc Internal Rcx'cnuc ('ode oI' 19R6. as amended l iht "('ode"). ll~c/Xuthorilv did on thc date hcro.)','hold a public hearing on thc proposed issuance of tl~c Bonds tbr thc purposes herein sm~cd, which date is more than 14 days lblloxving Ibc first publication o1' notice of such public hearing in a newspaper of general circulation in ('oilier County and which public hearing was conducted in a manner that prox'idcs a rcasonaNc opportunity tbr persons with differing views to bc heard, bofl~ orally and in writing, on tl~c issuance of such Bonds and thc location and nature of thc l'rojcct, as more particularly described in thc notice of public hearing attached hereto as l(xhibit B: and WIIEi,IEAS, it is intended that this Resolution shall constitute ol'lqcial action toward thc issuance ol'thc Bonds within thc meaning of thc applicable United Ntatcs 'l'rcasurv I~cgtxlations in addition to any other action that may have hcrctotbrc bccn taken bx' thc ('orporation' NOW, 'I'1 i C()lrNTV INl)trSTl,liAl. I)EVI'~I.OPM EN'F AUT! IOI,IITY, T! I/\T: SECTION 1. AUTII()I,HTY FOR 'Fills RESOI~tYl'ION. This resolution. hereinafter called "Rcsolt~tioi~" is adopted pursuant to the provisions of thc Act and off,er applicable provisions of law. SECTI()N 2. i)REI.IMINAli'V STATEMENT. 'l'his Resolution is entered into 1() permit linc (~orporafion to procccd with Ibc financing and rctinancing ol'a portion of thc costs of thc Project and to provide an expression of intention by thc Authority. prior to thc issuance of thc Bonds. to issue and sell thc Bonds and make thc proceeds thcrcofavailablc to finance and refinance a portion of thc costs of thc Pr(~icct. all in accordance with and subject to linc provisions of thc Act. thc Constitution and other laws ol'lhc State of Florida. including thc Internal Revenue Code ifil 986. as amended and this Resolution. but su~cct in all respects to Iht terms of thc Memorandum of Agreement hcrcinal~cr rcl~rrcd SECTI()N3. AI'I'I~()V:\I.()F'I'tlE FINANCIN(; AND REFINANCIN(;. thc Iinancing and rclinancing of a portion of thc costs of the Project by thc Authority through thc issuance of thc I~onds. pursuant to thc Act. will promote the economic development, prosperity. health and wclRlrc of thc citizens of Collier County. will promote the general economic structure of Collier County. and will thereby serve thc public purposes of the Act and is hereby preliminarily approved, sut2ject, however, in all respects to the Corporation meeting the conditions set tbrth in thc Xlcmorandum of Agreement to thc sole satisR~ction of thc Authority. SI';CTI()N4. EXE(TUTI()N ANI) I)ELIVERY ()F MEM()RANI)I!M ()F A(; I~.EEM ENT. Thc ('hairman or thc \;icc-('hai rill;All iS hereby authori×ed and directed to execute. I Il IIII III I I I II I IIII I I I ~ II I mill l'or and on bchalt'ol'thc Authority. thc Memorandum ot'Agrccn~cnl attached hcrctt) as I~xhibit ",,X" hctxvccn thc Authority. thc Corporation providing understandings relative lo thc proposed ~U'thc lionds by thc :Xutlmrilv lo Iinancc a portion ofthc costs oFlhc l'n~icct in an aggregate principal an~ount not to cxcccd thc lesser oF(al 59.000.()(](] or (b) thc amount determined by thc Autht~rilx'. Corporation to bc necessary to accomplish thc Ibrcgoing. SECTI()N 5. AI. ITllOI{IZATI()N OFTtlE iIONI)S. There is hereby authori/.cd to bc issued and thc .'\uthoritv hereby determines to issue thc Bonds. il' so rcqucslcd by thc C(~rporation and subject in all respects to thc conditions sci I~,rlh in thc Memorandum ol'.,X?'ccnlcllt attached hcrctt~, in tmc t,r more issues or Series ot'such revenue bunds in an aggregate principal amount not to cxcccd S9.000.000 Ibr thc principal purpose of t~ nancing a portion ol' thc costs t~l' thc Pn[icct as described in thc Memorandum of'Agreement. Thc rate of interest payable on Ibc Ihmds shall not cxcccd thc maximum rate permitted by law. SECTION 6. GENERAl, AUTIIOI,~iZATION. Thc Chairman and thc Vice-Chairman arc hereby l~nhcr authorized to proceed, upon execution of thc McmorandLm~ of Agreement. with thc undcm~kings provided tbr therein on the part (H'thc Authority and arc t'urthcr atHht~riT, cd lo take StlCJl steps and acliollS i15 lllav bo required or llCCcssrlrv in order m cause ibc :~utlmrilv to issue thc l~onds subject in all respects h> thc terms and c~mditions sot Ii)nh in thc Nlcmorandum of Agreement authoriTcd hereby. SECTION 7. OFFICIAl, ACTION. This resolution is an Official Action of thc .,\uthoritv toward thc issuance ot'thc Bonds. as contemplated in the Memorandum of Agreement. in accordance with thc purposes of the laws of thc state of Florida and thc applicable l Jailed ~latcs l'rcasurv Regulations. SE('TION 8. I,IMITEI) OIII.,I(;A'FIONS. Thc Bonds and thc interest ii,croon shall not constitute an indebtedness or pledge ot'lhe general credit or taxing power ol'Collicr County. thc state of Florida or any political subdivision or agency thereof but shall bc payable solely Ihe revellLleS pledged lhcrcl'or pLlrStl;.lllt [0 a hx. ln agreement or olhcr l]nancing agreem¢llt entered into by and bcJu,'een Iht Authority. the Corporalion prior to or contemporaneously with the issuance tile Bonds. Thc ~\uthoritv has no t;.lxJng power. SECTl()N 9. LIMITED AI~I~I>,OVAL. Thc approval given herein shall not bc construed as an approval (al'any necessary rczonin~ appJicalions nor fi~r any olher regulatory permits relating to thc Project and thc Authority shall not be construed by reason o1' its adoption of this rcsolutitm to have waived any right of Collier County or cstopping Collier County l?om asserting any rights or responsibilities it may hax'c in that regard. SECTION i O. EFFECTIVE DATE. This Resolution shall take cfl~:ct immediately. AI)OI)TEI) this 15th day ol'.lanuar).'. 1999. (SEAl,) COI.,I.,IER COUNTY INI)USTI,IIAI, I)EVI';L()I'MENT AUTilORITY, COLLIER COUNTY, FI,ORll)A ATTI-~S'I': Is~ Chairman .~ corel,ilia' 4 EXiilBIT A TO I/ESOI~UTION MEMOI/ANI)UM OF A(;REEMEN'F FOIl ISSUANCE OF i'I~,IVATE ACTIVITY I/EVENUE !!I()NI)S This Agreement between thc Collier Cotmtv Industrial l)cvclopmcnt Authority. a public body corporate and politic (thc "Authority"). and Thc Community School o1' Naples. a l:lt~ricla m~l-tbr'- profit c(~rporali()n (thc "('orp(~ratitm"). ~V ! T N E S S E T !!: I. I'rcliminarv .qtatcmcnl. Among thc matters ofmutual understanding and inctuccmcnt v, hich hax'c resulted in thc execution of this Agreement arc the following: (a) Whereas Chapter 159. Parts 1I and III. Florida Statutes. and t~thcr applicable prt~x'isitms ,f law (tl~c "Act"l provides that thc Authority may issue revenue bonds and Ioaa Ibc proceeds l]lcrcol' to one or lllOrc persons, l]rnls or private corporations, or usc StlCh proceeds, io del'ray the cost ol;acquiring, by purchase tlr construction, certain qualifying cctucatitmal Ihcilitics. (b) Thc Corporation is considering linancing or refinancing a portion of thc costs rd' acquisition, ctmstructim~ and equipping of educational thcilitics, which lhcilitics arc more fully described in I~xhibit A attached hereto (thc "l~rqicct"). Thc Authority intends this/\grccmcnt to constitute its preliminary approval, subject in all respects to thc terms hcrcolk to issue its bonds (thc "Bonds") in one or more Series ()r issues pursuant to thc Act ill all amount to bc agreed upon by the Authority and thc Corporation and lo thc proceeds thereof to the Corporation. or to use such proceeds, to finance and refinance a portion of l}lc costs of thc Prqicct and payment of all or a portion oF the cosls incurred in connection with thc issuance of the Bonds by thc Authority and thc Corporation. up Io an amount not to cxcccd (d) Thc Authority considers thc issuance and sale of thc I~,tmds. Ibr thc purpt~scs hcrcinabovc set ft~rth, consistent with thc objectives of the Act. This Aurccmcnt constitutes ll~c official preliminary action of thc Authority toward the issuance of thc Bond~ as herein contemplated in accordance with the purposes of both thc Act and the applicable United States Treasury Regulations. 2. I.Inctcrtakinus on thc Part of'thc Authority. Subject to thc terms hcrcol: thc/\tlthoritv agrees as fidlows: (a) Subject to the Corporation providing thc Authority wilh sut'licicnt evidence to enable thc Authority to make thc findings set forth in Section 159.29 of the Act. thc Authority will. subject A-I ...... IIII i IIII ...... Illlllll 1614 a~rc~a~c l~rincipal [1111~1t111i necessary und sul'licicnt t~ finance and rcllnancc a p~,rtion o1' thc ol'acquiring, c~mstructing and expanding thc I'rt~jcct as thc/Xuthorily and thc ('or'poratitm stroll agr'cc writing (including ct~sis ot'issuancc ol'such ltonds), hilt in all events, thc principal ~llllOtlllt of such I~onds shall not cxcccd thc lesser oF(i) thc amount determined by thc ~M~thority and thc ncccssai'y to acct~nlplish thc li~rcgoing, or (ii} (bi Thc ,.\uthoritv will cooperate 'with thc £'orporation and with thc undcrkxritcrs. i~laccmcnt agoras or purchasers o1' thc Ilonds and thc bolld COtlllscl o[' lbo ,.~uthoritv with respect to thc issuance and sale ol'thc Iltmds and will mkc such I'urihcr uction und authori/.c thc cxccuti~m of such documcnts as shall bc mtLtually satisl'actorx' to thc :Xulhoritx' and thc L'orl3o['atio[~ I~]' thc refinance a portion ~)1' thc cost of constructing, acquiring and expanding thc l'rt~jcct and pay costs related Io thc issuance of thc 13onds. .%uch atriums and dt,cunlcnts may pcrmi! thc is.suancc I'ronl time lt~ time in thc l'uturc ol'addititmal J~ollds Oll ICi'IllS which shall bc sci li,rth therein, xvhcthcr p:u'i p:lsstl with other 5cries bonds {,r ~)thcrxxisc. fi)r thc purl~oSc o1' defraying thc cosl o1' ct~mplctit)n, cl~lar~cmcnts. (d) Thc hl:n~ agrcclncntfs), trust indenture, mortgage(s) and olhcr financing documents (ctdlcctivclv. Iht "l"in:mcing/Xgrcclncnls"} bctxvccn thc/~ulhoritv and thc ('orporati~m shall, under terms agreed Lll~Oll hv thc parties, provide liar payments to bc llladc by thc ('{~rporatitm in such sums shall bc necessary lo prly thc amounts required under thc/~ct, including thc principal oJ' ~llld imcrcst and rcdcmplitm premium, it'anv, on thc Bonds. as :md when thc smuc shall become duc a~]d (c) In authorizing any isstlancc ol'thc l~()nds pursuant lo lhis ~\~rccmcnt. Ibc ,,\ulhoritv will inakc no %varranty. cithcr expressed or inlplicd, that thc proceeds ol'th¢ llonds will bc .sut'tScicnt to pay all c{lsts of acquiring, constructinL2 and cxpandinLz tile I)rojcct t)r fha! tho.,;c I'ucilitics cltcolnpasscd by thc Project will hc suitable I'{*r thc purposc.s or needs ol' thc ('orporalion. ti') Thc Iloncls shall specifically provide tim! they arc puyablc solely l¥om iht derived l~om thc Financing Agreements bct~vccn thc ,,kuthoritv and thc (;~rporution ugrccmcnts approved by thc ,,~uthoritv. except to thc extent payable out O['~llllOtllllS l~ond proceeds. Thc ltonds and thc interest thereon shall not ctmstilutc an thc general credit of ('oilier ('ounty. thc 5lille (}I' Florida or ally political subdivision Ihcrct~l~ and fitlch t~ct shall bc plainly stated on tile I~icc of thc I/onds. {g) Issuance of'thc l.~,,mcls by the z\uthority shall bc contingent upon satislttction of(i) ail o1' thc pr~visions hcrct~l' and (ii) all provisions o1' thc Internal ILcvcnuc ('t~dc o1'1986, as amcnclcd (thc "L't~dc" 1. and thc regulations promulgated lhcrcundcr, including thc ability of'and desirability by thc ,,Xuth~,rity lo issue obligations to finance a portion ol'thc costs oi'lhc I~rt!jcct and thc apl, rox'al A-2 1614 lhcrcol'l'Lv tl~c Ih~:m.I ol'('oLlllt. V ('ommissioncrs ol'Collicr (.'ountv in acc~,rd;mcc ~:'ith Ibc o1' ,"4co,ion 147(f) o1' Ibc 3. I indcrlakin~s on thc Part ,~l' thc ('orpor:llion. .'qul!jcct l~ Iht Ici'ins hcrc~t'. Corporation aLz'rccs :is fidlows: (a) 'l'hc ('orporation will usc reasonable cf'forts to insure dui! Lhc Ihmds in thc a~rc~'dlc principal amoun! as slated ahov¢ arc soh. l: provided, however, that thc term.,; of such Bonds ami of linc saic and delivery thereof'shall hc mutually satisl'aclory lo tl~c ,,\uthoritv and d'~c Corporation. Prior h) tile isstiancc ol'thc I",tmds itl thc principal amount slated abox'c in one or llltH'C Series or issues fi'mn time to time as thc ,,Xuthorily and thc ('orpormion shall a~rcc in writing. Corporation will enter into thc Financing A~rccmcnls with thc Authority. thc terms ol' which shall be mutually a~rccablc to thc Aud~orily and thc Corporation. providing Ibr tl~c loan or usc of thc proceeds of'thc [hinds to I]nancc :~ portion or'thc costs of'the I'rqjcct. Such Financing Agreements will provide that the Corporation will be obligated to pay the Authority (or Iht trustee Ibr holders (~1' thc Ilonds Oil behalf' of thc ,,M~thoritv. as thc case may be) sums sul'llcicnt in thc uggr'cgalc enable thc Atmlh,~ritv to pay thc principal ot'and interest and rcdcmplitm premium, il'any, on thc Bonds. as and xxhcn thc same shall become duc and payable, and all other expenses related to thc isstmncc and dclix'crv ol'lhc Bonds. (c) 'Ibc (.'orporation shall, in addition lo paying thc amounts sci Ibrlh in thc l:inancin~ charges which lllrtx' I~c assessed or levied against or with rcspcct to thc Prqjcct. id) 'I'o thc extent not otherwise paid frcm'l i)ond proceeds as part of thc costs of thc l'rojcct, thc ('orporalion hereby agrees to pay rill of thc ou! of pockc! expenses of ol'l]cials anct representatives ol'thc Authority illctlrrctl ill connection with thc isstl~lllcc ol'lJl¢ J~olldS and will pay all l'ccs and expenses o1' Iht ALllhoritv in accordance with its guidelines, of' I)omtld ..X. Pickworth. I!SLI.. ('ouns¢l Io thc ,,\tHhoritv. and o1' Nahors. (iiblin & Nickcrson. JLA.. I~om_l ('ounscl. Thc ('orporatiun ,,,.ill hold lite ,.\ufl~oritv and £'ollicr County IYcc and I~armlcss fi'om any Joss or damage and from any taxes or other charges levied {~r assessed by reason ol' any mortgaging or other disposition of thc I'rqject. (f) Thc Corporation agrees to indcrnnil3' and det'cnd thc Authority and (,ollicr Counlv and hold thc Authority and Collier ('ounty harmless against any and all claims, losses, liabilities or damages to property or any injury or death ol'any person or persons occurrin~ in connection with thc Project or thc issuance of thc Bonds and thc Corporation's undertaking thcrcol', or in any xvav growing out ol'or resulting t?om this Agreement including, without limitalion, all costs and expenses ol'thc Authority and reasonable attorneys' lgcs incurred in thc cnlbrccmcnt ol'any agreement ot'thc Corporation contained herein, but excluding any claims, losses, liabilities or damages rcsuhing from thc Authority's or Collier County's gross negligence or willlhl misconduct. In thc event that thc Bonds arc not issued and delivered, this indemnity shall survive thc termination ol'this Agreement. A-3 (g) Thc Corporation will takc such further action as may bc rcqt, ircd to implement its albrcsaid undertakings and as it may deem appropriate in pursuance thcrcol'. 4. (;cncral Provisions. All commitments oFthe Aud~oritv under Section 2 befool'and Corporation under Ncction 3 hereof arc sul~ject Io ll~c conditions that ~fil o1' il~c Ibllowing shall have occurred n~t k~tcr than .lammrv I. 2000. or such other date as shall be mutually satislhclory t~ thc Aulhority and the Corporation. (a) Thc :\uthoritv .sh~,ll bc lawfully entitled to issue the l~onds as herein contcmpla~cct. (b) The Authority and tile Corporation shall have agreed on mtttt, ally acceptable terms lbr the Bonds and thc sale and delivery thereof and mutually acceptable terms and conditions of an\' trust instrument or instruments in respect thcrdo and any Financing Agreements or other agreements incidental to thc lin;racing or roil'trod to in Sections 2 a.d 3 hcrcol'. (c) Rulin,,se. salisfaclorv to lire Corporation and to thc/Xulhoritv as Io such me, tiers xvilh respect to thc Ronds. lhe Projecl. thc Financing Agreements and any t~thcr trust inslrumcnl or inslrumcnts, il'spccilicd by thc Authority and thc Corporation. shall have been obtained l?om thc Internal Revenue gcrx'icc and/or thc ~ qfitcd Ntatcs TrcasuD' Department and shall be in INdl lbrcc and cl'l~ct at I]~c time of issuance oFthc Bonds. (ti) .'4uch dhcr rulings, approvals, conscnls, ccrtilicalcs of compli:mcc, opinions as h~ such realtors with respect lo thc l~onds, lhc l'rqjccl, tl~c I:i,anci,s ,,Xgrccmc~ls a,d ~mx' other trust instrument or instruments, as shall be specified by the Corporation or thc Authority. shall have been oht~fincd IYom such governmental, as well as non-governmental, agencies and entities as may have or assert competent jurisdiction ox'ct or interest in matters pertinent thcrdo and shall bc in lbrcc and effect at tl~c time of issuance of the Bonds. (e) ('ompliance with all applicable provi.sion.s ol'Chapters 159.189.215 and 218. Florida Statutes. and thc Aud~ority's guidelines ami procedures rclaling Io linc issuance o1' thc Bonds. tt~c interest rate thereon, thc type of purchasers of thc Bonds and thc Ici'ms on which thc Bonds may td~crwisc he issued. Receipt ol'a I'avorablc fct,sibility rcport dcmonstrati,~g tile Iinancial feasibility or'thc Project in fom~ and substance satisfactory to tile Authority. (g) Notwithstanding any other terms hcreol', nothing contained herein shall be construed to create a binding commitment by thc Authority to issue the Bonds until such time. it' ever. as thc Authority shall grant its final approval t~r the issuance oi' thc Bonds and the final terms and provisions ot'the linancing and rclinancing, l~x' execution hcrcotl thc Corporation agrees that thc Authority may withhold its llnal approv;fl ol'thc issuance ol'thc Bonds in its sole discretion and shall not incur any liability whalsoevcr as a result ot' it not granting any such approval notwithstanding any other provision hcreolL A-4 (h) Receipt by lhe ('orporalion of all licenses and necessary approvals from dw Florida I)cpartment of Insurance and any other applicable governmental authorities. Il'the ex'chis .,;st I'orth in this .<,cction 4 do not take place within thc time set Ibrth or any extension thcrcoL thc Corporation agrees that it will reimburse thc Authority t~r all thc rcason::blc and llcccssarv direct or indirect expenses which the Authority may incur at thc Corporation's request arising I?om the execution of this Agreement and thc performance by thc Authority of ils obliuations hereunder, including reasonable legal IL'cs lbr counsel to thc Authority and thc expenses of bond 5. Ilimling l'Xl'cct. All covenants and agreements herein contained by or on behalf of thc ..\uthoritv and thc Corporaticm shall bind and inure to the benefit ortho respective successors and assigns of thc Authority. the Corporation xvhcthcr so expressed or not. IN WI'I'NI.;.',;N WllERE()F, Iht parties hereto have entered into lhis Agrccmcm by their el'ricers thereunder duly authorized :is of thc ~ day of . 1999. COI.I.IEI{ C()!!NTV INI)IiSTI,~I.,\I. I)EVELOI'MENT AI!TIiORi'I'Y, COLIAER COt N [5', FI.f)RII)A f .";1(..\ I. } .,\TTI'kq, T: /S,/ Clmirman hccrclarv (.~l.b\l.) TIlE COMMUNITYSCIIOOI~()FNAI' 'LES' ,,VI"I'I(.'$ I': President · %CC rc taD.' A-5 1614 EXltlBIT A TO MEMORANDUM OF UNDERSTANDING I)ESCRll'TiON OF PRO,IECT The Project will consis! ol: but not be limited to. tile acquisition, construction, installation and equippiug ofadditional buildings to the Borrower's present carnpus, st,ch bt, ildings to include but not be limited to 2 lower school buildings. 2 high school buildins_,s and a volunteer/administration center and a library: tile acquisition ofadditional property contig~uous to the Borrower's existing schools for future expansion: and the reconstruction and reworking of parking lots and athletic fields on the property. , t tat ,i I Iii II I I I I IImlllll ' Naples Daily News Naples, FL 34102 Affidavit of Publication Naples Datl7 News PICKgORTH, DOtlALD P.A. 5150 TAMIAflI TRL N #602 NAPLES FL 34103 REFERENCE: 010784 57801939 NOTICE OF MEETING AN State of Florida County of Collier Before the undersigned authority, personally appeared John E. Taylor, who on oath says that he serves ss Assistant Controller of the Naples Dail News, a daily newspaper published at Naples, in Collier County, Florida: that the attached copy of 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 that the said newspaper has heretofore been continuously published in said Collier County, Florida, each day and has been entered as second class melt 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 reparation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. PUBLISHED OH: 12/30 AD SPACE: 186.000 INCH FILED ON: 12/30/98 ................... I,[~'-~/'- Z ........ --r-- Signature of Affian: //L~''~- Sworn to e~ Subscr(bed~re me this eers~atty known by me UOT1CE OF= MEETING AND PUBLIC HEARING The Collier County Industrial DeveloPment Authority Jthe "Atrlhorlfv") will hold a special meeting and pub- lc hearing on Ja,~uory 15, 199901 9:00 A.M. at the Eco- nomic Development Council of Collier County Conference Room, 3050 North Horseshoe Drive, Suite 120, Naples, Florida, 34104 to consider adoption of o resolution providing for the preliminary approval of ffle Issuance by ff~e Authorlly of not exceeding $9,000,000 of its Industrial Development Revenue Bonds (Community School of Naples, Inc. Project) Se- ries 1999 (the "Series 1999 Bonds"). The Series 1999 Bonds will be issued for the principal purpose of loan- ing the proceeds thereof to Community School of Naples, Inc., a Florida corporation not lot profit (the "Borrower"). The Borrower will use the proceeds at the Bonds to finance and refinance o portion of the cost of acquisition, construction and equipping of cer- tain educational facilities described below and to re- finance certain otrlstondlng Indebtedness of the Borrower: 1. PROJECT DESCRIPTION: Acquisition, construction, Installation and equipping of oddlllonol buildings to the Borrower's present ..... ~:amm~such-bulldln~s 4~'JrlcJl~le bLd.4~.Lbe Ilmt~h~d · to 2 lower school buildings, 2 high school buil¢lihgs end avoH. ltlteer/¢idmJnIs~/ratJon center; the occnslsi- lion of odcIItlonal properly contiguous to the I~or. tower's existing scilools for future expansion; the reconstruction and reworking of parking lots and athletic fields on the property. :2. PROJECT LOCATION: 3251 F~ne Ridge Rood Noples, Florldo 34109 3. INITIAL OPERATOR AND OWNER: Community School of Naples, Inc. (o Florida cor- poration not for profit corporation). The series 1999 Bonds shall be payable solely from the revenues derived by the Authority from o loan and otb- er financing documents between the Authority and the Borrower prior to or contemporaneously with the ISSU. once of the Series 1999 Bonds. Such Series 1999 Bonds and tile Interest thereon shall not constitute on Indel)t. edness or pledge of the general credit or taxing power of Cailler County, the State of Florida or any political subdivision or agency thereof. Issuance of the Series Iqg~ Bonds shall be subJecl to several conditions In. eluding satisfactory documentation, the opprovaJ bond counsel os to the tax-exempl status of the interest on the Series 1999 Bonds and receipt at necessary ap- )ravels for the financing. The aforementioned meeting shall be a public meeting and all persons who mo'/ be Interested will be given an opportunity to be heard con- cerning the same. Al/interested persons are Invited to submit wrlflen comments or offend fha hearing, either personally or through their representative, and will be given on op- portunity to express their views concerning the proj- ects or the financing. Anyone desiring to make written comments In advance of the hearing may send such comments to: Collier County Industrial Development Authority c/o Economic Development Council 3050 North Horseshoe Drive, Suite 120 Naples Florida 34104 Written comments received In advance of the hearing, and oral comments made at the hearing, ore for the consideration of the Authority and will not bind the Au- thority. Copies of the applications for financing ore available tar Inspection and copying at the ohice at tile Authority set fo~h above. SHOULD ANY PERSON DE~IDE TO APPEAL ANY DECISION /V~ADE BY THE AUTHORITY WITH RE- SPECT TO ANY MATTER CONSIDERED AT SUCH HEARING, SUCH PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR THAT PURPOSE SUCH PERSON MAY NEED TO ENSURE THAT VERBATIM RECORD OF THE PROCEEDINGS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED.' In accordance with the Americans with Disabilities persons needing o special accommodation to Partici- Pate In this hearing should contact Donald A. Pick- worth, General Counsel, of 1941) 263-8060 no letter than seven (7) days prior to the hearing. This notice l$ given pursuant fo Section 1471f) of the In. fernal Revenue Code, as amended. Collier County Industrial Development Authority /s/Donald A. Pickworth Assistant Secretary and General Counsel December 30 No. 1331283 EXHIBIT B (INDUCEMENT RESOLUTION-THE COMMUNITY SCHOOL OF NAPLES. INC. NapLes Daily News Naples, FL 34102 Affidavit of Publication NapLes Omi ly Ne~s Notice of Public Hearing .............................................................................. Notice is hereby given that the Collier County Industrl- al Development AufhorHv (the "Authority") will con- duct o spec o heoring on Jonuory 15, 1999 at 9:00 o.m In the Economic Development Councl of Collier Coun- PICKWORTH, DONALD P.A. 5350 TAMIAMI TEL N #602 NAPLES FL 34103 REFERENCE: 010784 57801964 Notice of Public Hea State of Florida County of Collier Before the undersigned authority, personally appeared John E. Taylor, ~he on oath ~eys that he serves as Assistant Controller of the Naples Daily News, a daily newspaper published at Naples, in Collier County, Florida: that the attached copy of 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 that the said newspaper has heretofore been continuously published 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 I 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 copuration any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. PUBLISHED ON: 12/30 AD SPACE: laG.U00 INCH FILED ON: 12~_798.,,, n ~ / ..... ' ......... ; £- ...................... Signatur= of Ar,lan: .~,~'- ~ ~_ [ '~ ..... S~orn to and Subscrib~ beldame this ~ day of~ , 1~ Personally known by me ~~ ~ ~~ fY Conference Room 3050 North Horseshoe Drive, Suite 120, Nap es, Florida, 34104 for the purpose of re. relying public Comments and hearing discussion con. cerntng the proposed Issuance of the Aathorlty's Health Core Foci t es Revenue Bonds, (Commumty Health Core, Inc. Obligated Group), series 1999A In an amount no.t to .e .xceed.S20,0.00,_000 {the "Bonds") for tbs purpose o! mar ng a IO~n to Community Health Core, Inc., o Florida corporation not for profit ("Community Heatfh Core"), ondMarco Island Hospital, Inc. o FIori. do corporation nat for profit ("Marco Island H~s~IIoI") for the purpose of pray ding funds, together with athe~ available funds, to (o) retire certain Interim Indebted. ness incurred In connect on w th the refinancing of a commercial bank loon the proceeds of which were , used to construct and equip o two-story, approxJ- · mately 39,000 square foot build no which houses medical clinic opera ecl by Co Jar Ileal h Se .ices ~ Jilt.I O Florida corporation not for' p O,~it, O IoboI UtOI '.. various adair slrot ve offices and various SOCJC service agency oHices (the "lmrrlokolee Health PrM~.'~,,~b)?'efl.r.e rejoin Interim. '!.nde~ted.~ess JrL- I r¥, ooproximotely t52000 squor~ tool building, portion ot ~hich s used as o medical pla:o wt~ich houses o we ness center, space for outpatient rehobil- : Itotion services, Ioboratory fac lilies, Physician offices and clinical space (the "Grand Central Station Prol- err'), (c) finance the construct on and equipping at o two.story, approximate y 24,000 square foot building, J a portion of which wi I be [ sad as O health core facility J which w ll Include a cardiac wellness center and i space for outpatient rehabilitation services (the "Mar. ' co island Prelect") and Jcl) Pay certs n ex enses in. cuffed in connection with the Issuance ot ~e Bonrjs, nettler with credit enhancement for the Bonds. The Immokolee Health Core Prelect is located at I454 Community Heal(h Core. The Grand Central Station Prelect is located at 308 Goodleffe Road South, Naples, Florida and Is owned I and operated by Community Health Core. The Marco Island Project Is located at 40 Heothwood Drive South, Marco Island, Florida and Is owned and operated by Marco Island HosPital. All Interested persons ore invited to submit wrtHen comments or offend the hearing, either Personally or through their representative, and will be given an op- porfunlty to express their views concerning the Proj- ects or the financing. Anyone desiring to make written comments In odvance of the hearing may send such comments to: Collier County Industrial Development Authority c/o Economic Development Council 3050 North Horseshoe Drive, Suite 120 Naples, Florida 34104 Wrll"len comments received tn advance of the hear. j lng and oral comments-mode af tl~e hearing, ore for the consideration of the Authority and will not bind the Authority Cop es of the OPP Cations fo~ fJnoncinQ ore available for Inspection and co~oying of the office at the Authority set forth above. _. SHOULD ANY'PER. SONDECIDE TO APPEAL ANY DECISION MADE BYTRE AUTHORITY WITH RE. SPECT TO ANY MATTER CONSIDERED AT SUCH HEARING, SUCH PERSON WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR THAT' PURPOSE SUCH PERSON MAY NEED TO ENSURE THAT VERBATIM RECORD OF THE PROCEEDINGS tS MADE, WHICH RECORD INCLUDES THE TESTAAO. NY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. In accordance with the Americans with Disabilities Act, persons need ng o spec al accommodation to par- flclpate in thls hearing should conrad Donald A. Pick- worth, General C. ounsel, at (941) 263-8060 no later than seven (7) do¥$ prior to the hear This notice Is given pursuant to Section 147(f} of the In- ternal Revenue Code, os amended. Collier County Industrial Dave opment Authority /s/Donald A. Plckworih Asstsfont Secretary ond General Counsel December 30 No. 1331231