Agenda 01/11/2011 Item #16K4
Agenda Item No. 16K4
January 11, 2011
Page 1 of 17
EXECUTIVE SUMMARY
Recommendation that the Board (1) authorize the County Attorney to take all necessary
steps to Voluntarily Dismiss Without Prejudice Collier County's Bond Validation
Complaint, and (2) Rescind Resolution No. 2010-211, which Resolution authorized the
issuance of $130,000,000 in bonds for the acquisition, construction and equipping of a
scientific research and services facility to be operated by the Jackson Laboratory.
OBJECTIVE: To dismiss the pending Bond Validation Complaint and to rescind Resolution
No. 2010-211, which resolution authorized the bonding for the Jackson Labs project.
CONSIDERATIONS: On October 12, 2010, the Board adopted Resolution No. 2010-211,
which authorized the issuance of up to $130,000,00 in revenue bonds for the purpose of
acquiring, constructing and equipping a publicly owned state-of-the-art scientific research
facility to be operated by the Jackson Laboratory (the "Project"). The Board that date also
authorized the filing of a Bond Validation Complaint which seeks a Court detennination of the
Board's authority to issue bonds to fund the Project.
Since that time a new Governor has been elected in Florida whose support for the Project is as
yet undetermined. By a Press Release dated January 4, 2011, The Jackson Laboratory
announced that it had withdrawn its state application, and will work with newly elected
Governor Scott "to align the project with his goals for growing the state's economy." Mr.
Chuck Hewett, Jackson's executive vice president and chief operating officer, has been quoted
as working with USF to create an integrated proposal for the state,
The withdrawal of Jackson's state application and announcement that it is aligning the project to
meet Governor's Scott's goals, while working with USF to create a joint proposal, has rendered
the County's Bond Validation suit legally unsustainable. Simply put, there is no longer a
sufficiently identifiable project to bond,
Counterclaims have been filed in the Bond Validation Complaint. The Counterclaims are
premised, in part, on the County's authorization of up to $130,000,000 in revenue bonds.
Rescinding Resolution No. 2010-211 removes that issue from the litigation. Should the Board
approve this recommendation, it will be the County's position that the withdrawal of the state
application by Jackson, coupled with the County's rescission of the Bond Resolution, leaves no
present case or controversy for the Court to adjudicate, this allowing the Court to dismiss the
entire litigation (including counterclaims), which would result in the County no longer having to
expend time and resources on this matter.
Should Jackson Labs decide in the future to proceed with a project in Collier County, the Board
could at such time approve an appropriate new Bond Resolution and commence a new Bond
Validation suit.
FISCAL IMPACT: The dismissal of the Bond Validation Complaint will end future litigation
costs and save staff time that would otherwise be incurred,
Agenda Item No. 16K4
January 11, 2011
Page 2 of 17
GROWTH MANAGEMENT IMP ACT: None.
LEGAL CONSIDERATIONS: The item was reviewed by the County Attorney and is
approved for legal sufficiency. This item requires simple majority vote. -JAK
RECOMMENDATION: That the Board (1) authorize the County Attorney to take all
necessary steps to Voluntarily Dismiss Without Prejudice Collier County's Bond Validation
Complaint, and (2) Rescind Resolution No. 2010-211, which Resolution authorized the
issuance of $130,000,000 in bonds for the acquisition, construction and equipping of a
scientific research and services facility to be operated by the Jackson Laboratory.
PREPARED BY: Jeffrey A. Klatzkow, County Attorney
Agenda Item No. 16K4
January 11, 2011
Page 3 of 17
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16K4
Recommendation that the Board (1) authorize the County Attorney to take all necessary
steps to Voluntarily Dismiss Without Prejudice Collier Countys Bond Validation Complaint.
and (2) Rescind Resolution No. 2010-211, which Resolution authorized the issuance of
$130,000,000 in bonds for the acquisition, construction and equipping of a scientific research
and services facility to be operated by the Jackson Laboratory.
1/11/2011 9:00:00 AM
Meeting Date:
Prepared By
Jeff Klatzkow
County Attorney
Date
1/5/2011 11 :40:20 AM
Approved By
Jeff Klatzkow
County Attorney
Date
1/5/2011 11 :44 AM
Approved By
Leo E. Ochs, Jr.
County Manager
Date
County Managers Office
County Managers Office
1/5/2011 12:06 PM
Jackson Laboratory withdraws application for Florida expansion - The Jackson Labo~a 1~f!)Jct. ClEt4
January 11, 2011
Page 4 of 17
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H2llli: > News and press releases > Florida plans
Jackson Laboratory withdraws application for Florida expansion, will align
project with Gov. Scott's economic goals
Date; January 4. 2011
ID1i
Bar Harbor, Maine - The Jackson Laboratory has withdrawn its state application for an expansion in Collier County and wiD work
with newly elected Florida Gov. Rick Scott to align the prqject with his goals for growing the state's economy.
"We're really excited by the new governor and his message of economic opportunity," said Charles E. Hewett, Ph.D., Jackson's
e.'Cecutive vice president and chief operating officer . "We think our project fits right in with his bold economic-development vision of
creating 700,000 new jobs in seven years."
Jackson is planning to buill a new research institute that would anchor a biomedical research and education village in eastern
Collier County. It had a pending application with Enterprise Florida for funding through the state's Innovation Incentive Fund
program until withdrawing it Monday in a letter from Hewett to Crystal Sircy, Enterprise Florida's senior vice president for business
retention and recruitment.
"We remain very enthusiastic about our possible Florida expansion," Hewett said, "and we look forward to working with Gov. Scott's
administration to see how we can contribute to his plans for job creation and economic growth."
As a courtesy, Jackson notified Scott's transition team of yesterday's application withdrawal and its desire to work with the new
administration after the inauguration. Thetransition team offered to arrange a meeting with Scott and his administration at the
earliest possible date.
Jackson also notified Fred Coyle, chairman of the Collier County Board ofCommissionexs, and Tammie Nememk, president and
CEO of the Economic Development Council of Collier County.
The Jackson Laboratory is an independent, nonprofit biomedical research institution and National Cancer Institute-designated
Cancer Center based in Bar Harbor, Maine, with a facility in Sacramento, Calif. J ts mission is to discover the genetic basis for
preventing, treating and curing human diseases, and to enable research and education for the biomedical community.
Contact(s):
Jovce Peterson. 207-288-6058, The Jackson Laboratory
For information onautornatic email delivery of news releases Gournalists only), please send an email request for details todnews(<iljax.org. Please address other inquiries to Dubinfo(cj)iax.org.
Media Relations, Commurications Office
The Jackson Laboratory
600 Main Street
Bar Harbor, Maine 04609-1500
Phone: 207-288--6058 (journalists only)
Main Jackson Laboratory phone: 207-288-6000
Fax: 207-288-6076
Email: news(a)jax.org
@201O The Jackson Laboratory
Leading the search fortomorrow's cures
http://www.jax.org/news/archivesI20 11 /florida.html
1/4/2011
VIDEO: Jackson Lab withdraws application for state $50 million; to work with new <;i~~nda 1:Peffi:<N~.0f6k4
January 11, 2011
Page 5 of 17
. com
Pri ~'ilM!t:".-fri€'ndly ~iory
Read more at naplesnows.com
VIDEO: Jackson Lab withdraws application for
state $50 million; to work with new Gov. Scott
Staff Reports
Onginally published 12:53 p.m., January 4,2011
Updated 06:32 p.m., January 4, 2011
Jackson Laboratory officials have withdrawn their application to the state for economic
incentive funding but they still want to expand to Collier County. The laboratory plans
to file a new proposal after meeting with Gov. Rick Scott and his administration for
feedback.
No date has been scheduled yet for meeting with Scott and his team but the laboratory
wants to get a new application in soon, said Chuck Hewett, Jackson's executive vice
president and chief operating officer.
"We're really hoping to do it in the next month, certainly in a February time frame," he
said of filing the new application. "We all want to be sure what we have in front of the
state fits with his vision."
Hewett said the revised proposal isn't likely to contain a different budget request of
$130 million from the state, to be matched by the same amount from the county, but it
is possible the new application could be a joint one with what the University of South
Florida in Tampa would like to bring to the project. The state Legislature last spring
approved first-year funding of $50 million.
"The reality is research is expensive and attracting top level scientists to a place where
there currently are not top-level scientists is an aggressive undertaking and we need
enough critical mass to be successful," Hewett said. "We're prepared to be flexible but
I can tell you it is not an inexpensive undertaking. We are actively working with USF to
create an integrated proposal."
Jackson's first application last summer to Enterprise Florida had the Maine-based
nonprofit genetics research institute as the only party and proceeding a second time
with a joint application with USF could make for a stronger proposal, he said.
"I think we still have to work that out," Hewett said.
Jackson officials tried to get a meeting with Scott in the days after his November
election but that was not forthcoming. On Monday, Scott's transition team said they
would arrange a meeting "at the earliest possible date."
http:/ /www.naplesnews.comlnews/20 II/jan/04/jackson-Iab-withdraws-application-50-millio... 1/5/2011
Agenda Item No. 16K4
January 11, 2011
Page 6 of 17
RESOLUTION NO. 20 1 0--2! 1
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 85-107, AS
PREVIOUSLY AMENDED AND SUPPLEMENTED;
AUTHORIZING THE ACQUISITION, CONSTRUCTION
AND EQUIPPING OF A SCIENTIFIC RESEARCH AND
SERVICES FACILITY SPECIALIZING IN
PERSONALIZED MEDICINE TO BE LOCATED WITHIN
THE COUNTY AND OPERATED BY THE JACKSON
LAB ORA TORY OR AN AFFILIATE THEREWITH;
AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
COLLIER COUNTY, FLORIDA CAPITAL
IMPROVEMENT REVENUE BONDS, SERIES 2011 IN
ORDER TO FINANCE A PORTION OF THE COSTS OF
SUCH FACILITIES, SUBJECT TO SUFFICIENT STATE
FUNDING; MAKING CERTAIN COVENANTS AND
AGREEMENTS WITH RESPECT TO SAID BONDS;
AUTHORIZING THE AWARDING OF SAID BONDS
PlJRSUANT TO A PUBLIC BID; DELEGA TI1'-JG
CERTAIN AUTHORITY TO THE CHAIRMAN FOR THE
A WARD OF THE BONDS AND THE APPROVAL OF
THE TERMS AND DETAILS OF SAID BONDS;
PROVIDING FOR THE APPOINTMENT OF THE
PAYING AGENT AND REGISTRAR FOR SAID BONDS;
PROVIDING FOR THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND THE
EXECUTION AND DELIVERY OF AN OFFICIAL
STA TEMENT WITH RESPECT THERETO;
ESTABLISHING A BOOK-ENTRY SYSTEM OF
REGISTRATION FOR THE BONDS; PROVIDING FOR
THE PREP ARA TION OF AN OFFICIAL NOTICE OF
SALE; AGREEING TO COMPL Y WITH CONTINUING
DISCLOSURE RULES; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
Agenda Item No. 16K4
January 11, 2011
Page 7 of 17
SECTION 1.
FINDINGS. It is hereby found and determined that:
(A) On April 30, 1985, the Board of County Commissioners (the "Board") of
Collier County, Florida (the "Issuer") duly adopted Resolution No. 85-107, as amended
and supplemented (collectively the "Resolution"), for the purposes described therein,
authorizing, among other things, the issuance of Collier County, Florida Capital
Improvement Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), which
Series 1985 Bonds were issued for the principal purpose of refunding the Issuer's
outstanding Capital Improvement Revenue Bonds, Series 1982; the Series 1985 Bonds
are no longer outstanding under the Resolution.
(B) Pursuant to the Resolution, the Issuer has heretofore issued its Capital
Improvement Revenue Bonds, Series 2002 (the "Series 2002 Bonds") for the principal
purpose of financing various capital improvements and refunding certain indebtedness of
the Issuer; all of the Series 2002 Bonds are expected to be refunded in connection with
the issuance of the Issuer's Special Obligation Refunding Revenue Bonds, Series 2011.
(D) Pursuant to the Resolution, the Issuer has heretofore issued its Capital
Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003 Bonds") for
the principal purpose of refunding the Issuer's outstanding Capital Improvement Revenue
Refunding Bonds, Series 1992 and financing various capital improvements within the
Issuer.
(E) Pursuant to the Resolution, the Issuer has heretofore issued its Capital
Improvement and Refunding Revenue Bonds, Series 2005 (the "Series 2005 Bonds") for
the principal purpose of refunding the Issuer's outstanding Capital Improvement
Refunding Revenue Bonds, Series 1994 Bonds and financing various capital
improvements within the Issuer.
(F) The Issuer has been requested by The Jackson Laboratory (including any
affiliate thereof, "Jackson Labs"), to assist in the financing of the acquisition,
construction and equipping of a state-of-the-art scientific research and services facility
that will specialize in the developing field of personalized medicine, as more particularly
described in the records of the Issuer, such facility to be located in Collier County,
Florida and operated by Jackson Labs (the "Project").
(G) The State of Florida (the "State") is participating in the funding of the
Project and has independently determined that the Project provides a public benefit to the
State and the Issuer.
(H) The Project will specialize in developing the scientific field of personalized
medicine and will focus on the genetics of disease and of the individual, identify
mechanisms that cause, prevent, and cure diseases, and enable treatments that are tailored
specifically to the individual rather than to the population generally.
2
Agenda Item No. 16K4
January 11, 2011
Page 8 of 17
(I) The Issuer finds and determines that the operation and potentially the
ownership of the Project by a private party such as Jackson Labs is necessary to ensure
the success of the Project; however, because the Project's paramount purpose is a public
one, any private benefit is merely incidental and does not destroy the Project's public
character,
(J) The construction and operation of the Project serves a valid and paramount
public purpose in that:
(i) The Project will create a new, state-of-the-art facility which will
serve as the anchor for systems genetics research and related high value industries;
(ii) The Project will serve as the catalyst for an emerging and evolving
biomedical cluster within a Research and Education Village which will include
research and development uses, a teaching hospital and educational campus, in
addition to other areas dedicated to retail, service, residential and governmental
uses;
(iii) The Project, will act as a lynchpin to developing a strong
biotechnology industry as a means to diversify not only the State's economy but
that of the Issuer;
(iv) The Project itself will create numerous direct, high wage and salary
positions within its first ten years of operation a..Tld it is anticipated that the
biomedical cluster within the Research and Education Village which will be
fostered and encouraged by the development of the Project will generate
thousands of additional jobs once fully built out;
(v) The Project and the related activities, once built out, will result in an
annual economic impact to the area in excess of several hundred million dollars
which will far exceed the required contributions by the State and the Issuer;
(vi) The Project will help diversify the economy of the Issuer, provide
significant high paying employment and ultimate provide significant economic
benefits to the public generally that far exceed the required contributions by the
State and the Issuer; and
(vii) The Project will improve the health, safety and welfare of the
inhabitants within the Issuer's geographic boundaries.
(K) The Project will result in significant benefits to the public and as a whole
provides a paramount public benefit and any private benefit will be incidental to that
public benefit.
3
Agenda Item No. 16K4
January 11, 2011
Page 9 of 17
(L) The Resolution provides for the issuance of Additional Parity Bonds on a
parity with the then outstanding Series 2003 Bonds and Series 2005 Bonds (collectively,
the "Parity Bonds") for the purpose of fmancing costs of the acquisition, construction and
equipping of the Project, upon meeting the requirements set forth therein.
(M) There is hereby authorized the financing and/or reimbursing of costs of the
acquisition, construction and equipping of the Project, all in the manner as provided by
the Resolution and this supplemental resolution.
(N) The Issuer deems it to be in its best interest to issue its Collier County,
Florida Capital Improvement Revenue Bonds, Series 2011 (the "Series 2011 Bonds") for
the principal purpose of financing and/or reimbursing the costs of the acquisition,
construction and equipping of the Project and such Series 2011 Bonds shall be issued on
parity in all respects with the Parity Bonds pursuant to the terms of the Resolution.
(0) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Resolution, the Series 2011 Bonds shall be advertised for competitive bids pursuant to an
Official Notice of Sale which shall be subject to subsequent approval by the Board (the
"Official Notice of Sale").
(P) Pursuant to the Official Notice of Sale, any competitive bids received in
accordance with the Official Notice of Sale on or prior to a sale date to be established in
accordance with the terms and provisions hereof and of the Official Notice of Sale, shall
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(Q) It is necessary and appropriate that the Board determine certain parameters
for the terms and details of the Series 2011 Bonds and to delegate certain authority to the
Chairman of the Board for the award of the Series 2011 Bonds and the approval of the
terms of the Series 2011 Bonds in accordance with the provisions hereof, of the
Resolution and of the Official Notice of Sale.
(R) The Issuer hereby certifies that it is not in default in performing any of the
covenants and obligations assumed under the Resolution and all of the covenants
contained in the Resolution shall apply to the Series 2011 Bonds.
(S) The Series 2011 Bonds shall not be issued until all of the conditions to the
issuance of Additional Parity Bonds (as defined in the Resolution) set forth in the
Resolution are satisfied.
(T) The Resolution provides that the Series 2011 Bonds shall mature on such
dates and in such amounts, shall bear such rates of interest, shall be payable in such
places and shall be subject to such redemption provisions as shall be determined by
Supplemental Resolution (as defined in the Resolution) adopted by the Issuer, and it is
4
Agenda Item No. 16K4
January 11, 2011
Page 10 of 17
now appropriate that the Issuer set forth the parameters and mechanism to determine such
terms and details.
(U) The Series 2011 Bonds shall not constitute a general obligation or a pledge
of the faith, credit or taxing power of the Issuer, the State of Florida, or any political
subdivision thereof, within the meaning of any constitutional or statutory provisions.
Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be
obligated (i) to exercise its ad valorem taxing power in any form on any real or personal
property of or in the Issuer to pay the principal of the Series 2011 Bonds, the interest
thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of
the Issuer except from the Pledged Revenues (as defined in the Resolution), in the
manner provided in the Resolution.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defined in the Resolution shall have the meanings therein stated,
except as such definitions may be hereinafter amended or defined.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
the Act and the Resolution.
SECTION 4. AUTHORIZATION OF THE FINANCING OF THE
PROJECT. The Issuer hereby authorizes the financing and/or reimbursing of a portion
of the costs of the Project.
SECTION 5. DESCRIPTION OF THE SERIES 2011 BONDS. The
Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal
amount of not exceeding $130,000,000 to be known as the "Collier County, Florida
Capital Improvement Revenue Bonds, Series 20 I 1" (or such other Series designation as
the Chairman may determine), for the purposes of financing and/or reimbursing a portion
of the costs of the acquisition, construction and equipping of the Project, funding the
Reserve Account, if necessary, and paying costs and expenses relating to the issuance of
the Series 2011 Bonds. The aggregate principal amount of the Series 2011 Bonds to be
issued pursuant to the Resolution shall be determined by the Chairman provided such
aggregate principal amount does not exceed $130,000,000. The Series 2011 Bonds shall
be dated as of the date of their delivery or such other date as the Chairman may
determine, shall be issued in the form of fully registered Bonds in the denomination of
$5,000 or any integral multiple thereof, shall be numbered consecutively from one
upward in order of maturity preceded by the letter "R", shall bear interest from the dated
date determined therefor, payable semi-annually, on April 1 and October 1 of each year
(the "Interest Dates"), commencing on October 1, 2011, or such other date as may be
determined by the Chairman.
5
Agenda Item No. 16K4
January 11, 2011
Page 11 of 17
Interest on the Series 2011 Bonds shall be payable by check or draft of the paying
agent to be subsequently selected by the Issuer (the "Paying Agent"), made payable and
mailed to the Holder in whose name such Series 2011 Bonds shall be registered at the
close of business on the date which shall be the fifteenth day (whether or not a business
day) of the calendar month next preceding the applicable Interest Date, or, at the request
of such Holder, by bank wire transfer to the account of such Holder. Principal of the
Series 2011 Bonds is payable to the Holder upon presentation, when due, at the
designated corporate trust office of the Paying Agent. The principal of, redemption
premium, if any, and interest on the Series 2011 Bonds are payable in lawful money of
the United States of America.
The Series 2011 Bonds shall bear interest at such rates and prices or yields, shall
mature on October 1 of each of the years and in the principal amounts corresponding to
such years, and shall have such redemption provisions as determined by the Chairman
subject to the conditions set forth in Sections 5, 7 and 8 hereof and the provisions of the
Official Notice of Sale. The final maturity of the Series 2011 Bonds shall be determined
by the Chairman but shall not be later than October 1, 2045. All of the terms of the
Series 2011 Bonds will be included in a certificate to be executed by the Chairman
following the award of the Series 2011 Bonds (the "A ward Certificate") and shall be set
forth in the final Official Statement, as described herein.
SECTION 6. FUNDING BY THE STATE. As noted in the findings set
forth in Section 1 hereof, the State intends to participate in the funding of the Project.
Notwithstanding any other provision contained herein, the Issuer shall not issue the
Series 2011 Bonds until the Issuer is satisfied that the State has committed sufficient
funding toward the Project.
SECTION 7. AWARD OF SERIES 2011 BONDS. The Chairman, on
behalf of the Issuer and only in accordance with the terms hereof and of the Official
Notice of Sale, shall award the Series 2011 Bonds to the underwriter or underwriters (the
"Underwriters") that submit a bid proposal which complies in all respects with the
Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to
purchase the Series 2011 Bonds at the lowest true interest cost to the Issuer, as calculated
by the Issuer's financial advisor (the "Financial Advisor") in accordance with the terms
and provisions of the Official Notice of Sale; provided, however, the Series 2011 Bonds
shall not be awarded to any bidder unless the true interest cost set forth in the winning bid
(as calculated by the Financial Advisor) is equal to or less than 8.00%. In accordance
with the provisions of the Official Notice of Sale, the Chairman may, in his sole
discretion, reject any and all bids.
SECTION 8. REDEMPTION PROVISIONS FOR SERIES 2011
BONDS. The Series 20 11 Bonds may be redeemed prior to their respective maturities
from any moneys legally available therefor, upon notice as provided in the Resolution,
upon the terms and provisions as determined by the Chairman, in his discretion and upon
6
Agenda Item No. 16K4
January 11, 2011
Page 12 of 17
the advice of the Financial Advisor; provided, however, with respect to optional
redemption terms for the Series 2011 Bonds, if any, the first optional redemption date
may be no later than the first October 1 which is no earlier than 10 years from the date of
issuance of the Series 2011 Bonds and no call premium may exceed 2.00% of the par
amount of that portion of the Series 2011 Bonds to be redeemed. Term Bonds may be
established with such Amortization Installments as the Chairman deems appropriate and
upon the advice of the Financial Advisor. The Chairman may determine, in his discretion
and upon the advice of the Financial Advisor, that the Series 2011 Bonds shall not be
subject to any optional or mandatory redemption provisions. The redemption provisions
for the Series 2011 Bonds, if any, shall be set forth in the A ward Certificate and in the
final Official Statement.
SECTION 9. FULL BOOK-ENTRY. Notwithstanding the provisions set
forth in Section 13 of the Resolution, the Series 2011 Bonds shall be initially issued in
the form of a separate single certificated fully registered Series 2011 Bond for each of the
maturities of the Series 2011 Bonds. Upon initial issuance, the ownership of each such
Series 2011 Bond shall be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long
as the Series 2011 Bonds are registered in the name of Cede & Co., all of the Outstanding
Series 2011 Bonds shall be registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC. As long as the Series 2011 Bonds shall be
registered in the name of Cede & Co., all payments of principal on the Series 2011 Bonds
shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede &
Co., as Holder of the Series 2011 Bonds, upon presentation of the Series 2011 Bonds to
be paid, to the Paying Agent.
With respect to Series 20 I 1 Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and
the Paying Agent shall have no responsibility or obligation to any direct or indirect
participant in the DTC book-entry program (the "Participants"). Without limiting the
immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall
have no responsibility or obligation with respect to (A) the accuracy of the records of
DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series
2011 Bonds, (B) the delivery to any Participant or any other Person other than a
Bondholder, as shown in the registration books kept by the Registrar, of any notice with
respect to the Series 2011 Bonds, including any notice of redemption, or (C) the payment
to any Participant or any other Person, other than a Bondholder, as shown in the
registration books kept by the Registrar, of any amount with respect to principal of,
Redemption Price, if any, or interest on the Series 2011 Bonds. The Issuer, the Registrar
and the Paying Agent may treat and consider the Person in whose name each Series 2011
Bond is registered in the registration books kept by the Registrar as the Holder and
absolute owner of such Bond for the purpose of payment of principal, Redemption Price,
if any, and interest with respect to such Bond, for the purpose of giving notices of
7
Agenda Item No. 16K4
January 11, 2011
Page 13 of 17
redemption and other matters with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2011
Bonds only to or upon the order of the respective Holders, as shown in the registration
books kept by the Registrar, or their respective attorneys duly authorized in writing, as
provided herein and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal of, Redemption
Price, if any, and interest on the Series 2011 Bonds to the extent of the sum or sums so
paid. No Person other than a Holder, as shown in the registration books kept by the
Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to
make payments of principal, Redemption Price, if any, and interest pursuant to the
provisions of the Resolution. Upon delivery by DTC to the Issuer of written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in the Resolution with respect to transfers during the 15 days
next preceding an Interest Date or first mailing of notice of redemption, the words "Cede
& Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and
upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the
Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a
continuation of the requirement that all of the outstanding Series 2011 Bonds be
registered in the registration books kept by the Registrar in the name of Cede & Co., as
nominee of DTC, is not in the best interest of the beneficial owners of the Series 2011
Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of DTC hereunder can be
found which is willing and able to undertake such functions upon reasonable and
customary terms, or (B) determination by the Issuer that such book-entry only system is
burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable
policies and procedures of DTC regarding discontinuing of the book entry registration
system, the Series 2011 Bonds shall no longer be restricted to being registered in the
registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC,
but may be registered in whatever name or names Holders shall designate, in accordance
with the provisions of the Resolution. In such event, the Issuer shall issue and the
Registrar shall authenticate, transfer and exchange the Series 2011 Bonds of like
principal amount and maturity, in denominations of $5,000 or any integral multiple
thereof to the Holders thereof. The foregoing notwithstanding, until such time as
participation in the book-entry only system is discontinued, the provisions set forth in the
Blanket Issuer Letter of Representations previously executed by the Issuer and delivered
to DTC shall apply to the payment of principal of, premium, if any, and interest on the
Series 2011 Bonds.
8
Agenda Item No. 16K4
January 11, 2011
Page 14 of 17
SECTION 10. APPLICATION OF SERIES 2011 BOND PROCEEDS;
USE OF OTHER MONEYS. The proceeds derived from the sale of the Series 2011
Bonds shall be applied by the Issuer as follows:
(A) A sufficient amount of the Series 2011 Bond proceeds shall be deposited to
the Reserve Account, to the extent necessary, to fund the Reserve Account at the
applicable Reserve Requirement, if any.
(B) The remainder of the proceeds of the Series 2011 Bonds shall be deposited
to the Construction Fund and applied to pay costs of the Project and to pay costs of
issuance of the Series 2011 Bonds.
SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer's
Disclosure Counsel is hereby authorized and directed to prepare a Preliminary Official
Statement in connection with the marketing and offering of the Series 2011 Bonds (the
"Preliminary Official Statement") in compliance in all respects with applicable federal
and State securities laws. The Preliminary Official Statement is subject to prior approval
by the Board prior to its distribution.
SECTION 12. OFFICIAL STATEMENT. The form, terms and provisions
of the Official Statement relating to the Series 2011 Bonds shall be substantially as set
forth in the Preliminary Official Statement and shall include all of the specific financial
terms of the Series 2011 Bonds. Subject in all respects to the award of the Series 2011
Bonds in accorda'1ce \\lith this Supplemental Resolution and the Official Notice of Sale,
the Chairman is hereby authorized and directed to execute and deliver said Official
Statement in the name and on behalf of the Issuer, and thereupon to cause such Official
Statement to be delivered to the Underwriters with such changes, amendments,
modifications, omissions and additions as may be approved by the Chairman. Said
Official Statement, including any such changes, amendments, modifications, omissions
and additions as approved by the Chairman and the information contained therein are
hereby authorized to be used in connection with the sale of the Series 2011 Bonds to the
public.
SECTION 13. OFFICIAL NOTICE OF SALE. Bond Counsel to the
Issuer is hereby authorized and directed to prepare the Official Notice of Sale. The
Official Notice of Sale is subject to prior approval by the Board prior to its publication
and use. If the Official Notice of Sale is approved, the Chairman is hereby authorized to
advertise and publish the Official Notice of Sale or a summary thereof at such time as she
shall deem necessary and appropriate, upon the advice of the Financial Advisor, to
accomplish the competitive sale of the Series 2011 Bonds.
SECTION 14. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. The Board shall select, upon the advice of the Financial Advisor, the
Paying Agent and Registrar for the Series 2011 Bonds prior to their issuance. The
9
Agenda Item No. 16K4
January 11, 2011
Page 15 of 17
Chairman and/or the Clerk are hereby authorized to enter into any agreement which may
be necessary to evidence the selection.
SECTION 15. SECONDARY MARKET DISCLOSURE. The Issuer
hereby covenants and agrees to comply in all respects with the secondary market
disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission.
SECTION 16. V ALIDA TION AUTHORIZED. To the extent deemed
necessary or by Bond Counselor desirable by the County Attorney, Bond Counsel is
authorized to institute appropriate proceedings for validation of the Series 2011 Bonds
herein authorized pursuant to Chapter 75, Florida Statutes.
SECTION 17. GENERAL AUTHORITY. The members of the Board, the
Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby
authorized to do all acts and things required of them by this Supplemental Resolution, the
Resolution or the Series 2011 Bonds, or desirable or consistent with the requirements
hereof or the Resolution or the Series 2011 Bonds for the full punctual and complete
performance of all the terms, covenants and agreements contained herein or in the Series
2011 Bonds or the Resolution and each member, employee, attorney and officer of the
Issuer or the Board and the Clerk is hereby authorized and directed to execute and deliver
any and all papers and instruments and to do and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated hereunder. If
the Chairman is unavailable or unable at any time to perform any duties or functions
hereunder including but not limited to those described in Sections 5, 7 and 8 hereof, the
Vice-Chairman of the Board is hereby authorized and directed to act on his behalf.
SECTION 18. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements or provisions and
shall in no way affect the validity of any of the other provisions hereof or of the Series
2011 Bonds.
SECTION 19. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Resolution and all the terms and provisions thereof are and
shall remain in full force and effect.
10
Agenda Item No. 16K4
January 11, 2011
Page 16 of 17
SECTION 20. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED this 12th day of October, 2010.
COLLIER COUNTY, FLORIDA
(SEAL)
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11
Agenda Item No. 16K4
January 11, 2011
Page 17 of 17
B. Appointment of members to the Lely Golf Estates Beautification Advisory
Committee.
Resolution 2010-208: Re-appointing Kathleen Dammert and Robert
Slebodnik - Adopted 5/0
C. Appointment of members to the lmmokalee Beautification MSTU Advisory
Committee.
Resolution 2010- 209: Re-appointing Andrea HaJman and William A.
Deyo - Adopted 5/0
D. Appointment of members to the Collier County Citizens Corps.
Resolution 2010-210: Re-appointing Rossell D. Rainey and James H.
Elson - Adopted 5/0
E. Discussion related to the application of reduced Road and School Impact Fee
rates to building permits that have not been issued and are currently in Apply
or Ready status. (Commissioner Coyle)
Motion to bring backat future BCe Meeting with staff providing
information regarding recalculation of fees for permit - Approved 4/1
(Commissioner Halas opposed)
10. COUNTY MANAGER'S REPORT
A. Report on the status of State and Local efforts connected with the potential
location of a Florida Institute for Personalized Medicine operated by Jackson
Laboratory and the proposed development of a regional biomedical research
campus on surrounding acreage. (Mark Isackson, Director, Corporate
Financial and Management Services, County Manager's Office)
Motion by Commissioner Henning for cost analysis to evaluate the
impact/benefits to taxpayers - Motion was not considered for lack of a
second; Motion to accept report - Approved 5/0
Recommendation to adopt a Bond Resolution authorizing the issuance of
revenue bonds for the Jackson Laboratory project in order to initiate a bond
validation proceeding to determine whether the use of bond proceeds for
such project constitutes a valid public purpose under the laws oithe State of
Florida. (Mark Isackson, Director, Corporate Financial and Management
Services, County Manager's Office)
Resolution 2010-211 Adopted ~ 4/1 (Commissioner Henning opposed)
Page S
October 12, 2010