TITLE
RESOLUTION APPROVING ISSUANCE BY PINELLAS COUNTY EDUCATIONAL FACILITIES AUTHORITY IN ONE OR MORE SERIES OF ITS REVENUE AND REVENUE REFUNDING BONDS IN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $76,000,000 (BARRY UNIVERSITY PROJECT), AS PLAN OF FINANCE ON BEHALF OF BARRY UNIVERSITY PURSUANT TO SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; APPROVING FORM OF AND AUTHORIZING COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE SECOND AMENDMENT TO INTERLOCAL AGREEMENT WITH PINELLAS COUNTY EDUCATIONAL FACILITIES AUTHORITY; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE LIABILITY OF COUNTY; AND AUTHORIZING COUNTY OFFICIALS TO TAKE ALL ACTION AND TO DO ALL THINGS NECESSARY TO ASSIST IN ISSUANCE OF SUCH BONDS

BODY

WHEREAS, Miami-Dade County, Florida (the "County") is a political subdivision of the State of Florida and a public body corporate and politic, lawfully organized and existing under the laws of the State of Florida and the Pinellas County Educational Facilities Authority (the "Authority") is a special district and a body corporate and politic of Pinellas County, and each is a "public agency" as defined in Section 163.01(3)(b), Florida Statutes, as amended, (Section 163.01, Florida Statues is known as the "Florida Interlocal Cooperation Act of 1969") and as such "public agencies" are authorized to enter into interlocal agreements pursuant to Section 163.01(5), Florida Statutes, for the joint exercise of powers which they share in common and which each might exercise separately; and
WHEREAS, pursuant to the provisions of Chapter 243, Part II, Florida Statutes, as amended (the "Act"), the Authority is authorized and empowered to issue its revenue bonds for the purpose of assisting institutions of higher education in the construction, financing and refinancing of Projects, as defined in the Act; and
WHEREAS, Authority has previously issued revenue bonds in the amount of $22,000,000 in 1998 (the "Series 1998 Bonds"), $27,000,000 in 2000 (the "Series 2000 Bonds") and $10,000,000 in 2007 (the "Series 2007 Bonds" and together with the Series 1998 Bonds and the Series 2000 Bonds, the "Parity Bonds") on behalf of Barry University, Inc., a Florida non-profit corporation and institution of higher education (the "University"), with facilities and its main campus located within Miami-Dade County at 11300 Northeast Second Avenue, Miami Shores, Florida; and
WHEREAS, the University has requested that the Authority issue on its behalf additional revenue and revenue refunding bonds in one or more series in an aggregate principal amount not to exceed $76,000,000 (the "Bonds") on a parity with the Parity Bonds, the proceeds of such initial bond issue of approximately $33,000,000 will be used by the University to finance (i) funding the construction of an approximately 72,000 square foot student living center which will include a 240 bed residential center, a multi-purpose room, student lounges, study rooms, a convenience store and eatery, and laundry facilities to be located on the University's main campus at 11300 NE 2nd Avenue, Miami Shores, FL (the "Miami Shores Project"), (ii) refunding a taxable loan dated March 11, 2010 from Bank of America, N.A. to the University in the original amount of $7,000,000 (the "Orlando Refinanced Debt"), the proceeds of which were used for constructing and renovating a law school building including auditorium style classrooms, seminar rooms, moot court rooms, conference rooms, offices and a cafeteria/dining room located at the University's Orlando campus at 6441 East Colonial Drive, Orlando, FL 32807 (the "Orlando Project"), (iii) refunding a taxable loan dated February 24, 2009 from Bank of America, N.A. to the University in the original amount of $5,200,000 (the "Holly House Refinanced Debt" and collectively with the Orlando Refinanced Debt, the "Refinanced Debt"), the proceeds of which were used for the acquisition of the Holly House apartment building which was converted to a 145 bed student housing complex located at 11950 NE 2nd Avenue, North Miami, FL (the "Holly House Project" and collectively with the Miami Shores Project and the Orlando Project, the "Project"), and (iv) paying all or a portion of the costs of issuance of the Bonds and funding a debt service reserve fund for the Bonds. The proceeds of one or more future series of Bonds shall be used to refund all or a portion of the Pinellas County Educational Facilities Authority Revenue and Revenue Refunding Bonds (Barry University Project), Series 1998 and the Pinellas County Educational Facilities Authority Revenue and Revenue Refunding Bonds (Barry University Project), Series 2000 (the "Refunding Bonds") in an amount not to exceed $43,000,000; and
WHEREAS, in connection with the issuance of the Series 2000 Bonds the County previously entered into an Interlocal Agreement with the Authority dated October 24, 2000 pursuant to Florida Interlocal Cooperation Act of 1969 (the "Interlocal Agreement"); and
WHEREAS, in connection with the issuance of the Series 2007 Bonds the County previously entered into a First Amendment to Interlocal Agreement with the Authority dated October 25, 2007 pursuant to the Florida Interlocal Cooperation Act of 1969 (the "First Amendment to Interlocal"); and
WHEREAS, in order to accomplish the purposes of the Act, the County has been requested to enter into a second amendment in substantially the form attached as Exhibit "A" to this Resolution (the "Second Amendment to Interlocal") to the Interlocal Agreement with the Authority, to provide for the issuance by the Authority of the Bonds under the plan of finance for the benefit of the University; 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 facilities financed with the proceeds of such bonds is located is to approve the issuance of such bonds after a public hearing; and
WHEREAS, the Miami Shores Project and the Holly House Project are located in Miami-Dade County together with certain of the projects financed from the proceeds of the Refunding Bonds, and the Board of County Commissioners of Miami-Dade County, Florida (the "Board"), is the elected legislative body of the County; and
WHEREAS, the University caused notice of public hearing to consider the requested approval of the Bonds, the plan of finance and the location and nature of the Miami Shores Project and the Holly House Project to be financed or refinanced with the Bonds to be published in The Miami Herald, a newspaper of general circulation in the County, at least fourteen days prior to the Board�s consideration of this Resolution as required by the Code, a copy of said notice is attached as "Exhibit "B" to this Resolution (the "Notice"); and
WHEREAS, the Board has held a public hearing on this date in accordance with such Notice as required by the Code and has reviewed and considered all public comments whether oral or written which have been received; and
WHEREAS, it appears to the County, for the reasons set forth above that entering into the Second Amendment to Interlocal with the Authority to provide for the issuance of the Bonds in one or more series is in the best interests of the County and the University; and
WHEREAS, the Bonds shall not constitute a liability of the County,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA:
Section 1. The preceding "Whereas Clauses" are incorporated into this Resolution by reference.
Section 2. The Second Amendment to Interlocal between the County and the Authority is approved, with such changes as shall be approved by the County Mayor or County Mayor�s designee after consultation with the Miami-Dade County Attorney�s office, and the County Mayor or County Mayor�s designee is authorized to execute it on behalf of the County and its execution and delivery by the County Mayor or County Mayor�s designee shall constitute evidence of such officer�s approval and the County�s approval of the Second Amendment to Interlocal in final form.
Section 3. After conducting a public hearing in accordance with Section 147(f) of the Code, this Board approves the issuance by the Authority of the Bonds for the purposes described in this Resolution and in the Notice.
Section 4. The Mayor and his designee and such other officials, officers and employees of the County are authorized and directed to take all action and do all things necessary to assist the Authority in connection with the issuance of the Bonds in accordance with the requirements of the Second Amendment.
Section 5. All of the acts and doings of the members, officials, officers and employees of the County which are in conformity with the intent and purposes of this Resolution, whether previously or subsequently taken or done, shall be and are ratified, confirmed and approved.
Section 6. 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 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.