Backup Documents 04/10/2012 Item #11HORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 11H
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original
^ documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines 41 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature, draw a line through routing lines #I through #4, complete the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s)
(List in routing order)
Office
Initials
Date
1.
appropriate.
(Initial)
Applicable)
2.
4/10/12
Agenda Item Number
11H
3.
signed by the Chairman, with the exception of most letters, must be reviewed and signed
4.
a� a_ L
Number of Original
5. Ian Mitchell, Executive Manager
Board of County Commissioners
Documents Attached
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item_)
Name of Primary Staff
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Phone Number
N/A (Not
Contact
appropriate.
(Initial)
Applicable)
Agenda Date Item was
4/10/12
Agenda Item Number
11H
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
a� a_ L
Number of Original
Attached
I
Documents Attached
INSTRUCTIONS & CHECKLIST
I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
(Initial)
Applicable)
1.
Original document has been signed/initialed for legal sufficiency. (All documents to be
Yes
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
Yes
document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
Yes
signature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
Yes
should be provided to Ian Hamilton in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 4/10/12 enter date) and all changes
Yes
IN
made during the meeting have been incorporated in the attached document. The
County Attorne 's Office has reviewed the changes, if applicable.
I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
11H
MEMORANDUM
Date: April 27, 2012
To: Mark Isackson, Senior Budget Analyst
Management & Budget Office
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Resolution 2012 -63: Authorizing the Issuance of Gas Tax
Revenue Bonds
Attached, for your records is a certified copy of the document referenced
above, (Agenda Item #1111) adopted by the Board of County Commissioners
on Tuesday, April 10, 2012.
If you should have any questions, please call 252 -8411.
Thank you.
Attachment
11H 4
EXECUTIVE SUMMARY
Recommendation to adopt a Bond Resolution authorizing the issuance of Bonds in an amount not
to exceed $50,000,000 in order to refund a portion of Collier County's outstanding Gas Tax
Refunding Revenue Bonds, Series 2003.
OBJECTIVE: Adoption of a Bond Resolution authorizing the issuance of Bonds in an amount not to
exceed $50,000,000 in order to refund a portion of the County's outstanding Gas Tax Refunding Revenue
Bonds, Series 2003, with the intent of realizing a net present value debt service savings of 5.8% (net of all
issuance costs) which is estimated at $2,408,000.
CONSIDERATIONS: The County's Finance Committee, consisting of key County financial
management staff, the County's financial advisor and bond counsel, routinely consider changes to the
County's debt structure through refunding or other means in pursuit of the lowest overall financing costs
to the County. The Board's Debt Management Policy, as amended, originally adopted on September 13,
2005 states the following:
Refundings The County's staff and advisors will undertake periodic reviews of all outstanding
debt to determine refunding opportunities. Refunding will be considered (within federal tax law
constraints) if and when there is a net economic benefit of the refunding or the refunding is
essential in order to modernize covenants essential to operations and management.
During this period of historically low interest rates, the County's debt structure was materially altered
by refunding $59,895,000 in outstanding variable rate commercial paper loans through the issuance of
traditional tax exempt fixed rate bonds in July 2010. Further, the County, in November 2010, refunded
$24,620,000 in outstanding Capital Improvement Revenue Bonds, Series 2002 achieving
approximately $1,400,000 in interest rate savings over the remaining 11 year bond life while also
releasing $3,853,500 from the Debt Service Reserve Fund. Continuing the aggressive refunding
posture, the County in December 2011 refunded $92,295,000 in outstanding Capital Improvement
Revenue Bonds Series 2003 and 2005 which achieved $4,800,000 in interest rate savings and released
an additional $5,200,000 from the Debt Service Reserve Fund.
This bond resolution contemplates the refunding of up to $50,000,000 in existing maturities of the Gas
Tax Refunding Revenue Bonds, Series 2003 with no new borrowing amounts and without
extending the terms of such bonds. To achieve a net present value interest rate savings of
approximately 5.8% or $2,408,000, a partial refunding scenario is proposed in the estimated amount
equal to approximately 77% of the outstanding bonds or $41,395,000. The proposed bonds will be
awarded pursuant to a competitive bid, based upon the lowest True Interest Cost (TIC) to Collier
County, with a maximum allowable TIC of 4 %. All closing costs are included in the calculation of net
present value savings.
Gas Tax Refunding Revenue Bonds, Series 2012 (the proposed issue), Gas Tax Refunding Revenue
Bonds, Series 2003 that are not refunded as well as outstanding Gas Tax Revenue Bonds Series 2005 will
continue to be secured by a pledge of the County's Gas Taxes and debt service coverage of such bonds
are expected to be approximately 1.25 times maximum annual debt service following the proposed
transaction.
11H
Pending Board action on this refunding, the new bonds could be sold on or about the first week of June
2012. However, market conditions will dictate this sale. Quick access to the market through the "day to
day" transaction process and having the bond documents in place will allow the bonds to be sold at the
most favorable net interest cost.
FINANCE COMMITTEE RECOMMENDATION: The Finance Committee on March 23, 2012
unanimously endorsed this proposed partial refunding provided that there was at least a 5% net present
value savings with respect to the Series 2003 Bonds to be refunded.
LEGAL CONSIDERATIONS: This item has been reviewed by both the County Attorney and the
County's bond counsel, is legally sufficient, and requires majority vote for approval. — JAK
FISCAL IMPACT: The partial refunding of the Series 2003 Gas Tax Bonds is targeted to generate a net
present value savings (net of all issuance costs) of approximately 5.8% or $2,408,000 over the remaining
bond life.
RECOMMENDATION: That the Board of County Commissioners approve the attached Bond
Resolution providing for the partial refunding of the Gas Tax Refunding Revenue Bonds Series 2003 and
authorize all necessary budget amendments.
Prepared by: Mark Isackson, Corporate Finance and Management Services, County Manager's Office
lih
RESOLUTION NO. 2012-63
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
SUPPLEMENTING RESOLUTION NO. 2003 -89 WHICH,
AMONG OTHER THINGS, AUTHORIZES THE
ISSUANCE OF GAS TAX REVENUE BONDS FROM
TIME TO TIME; AUTHORIZING THE REFUNDING OF
ALL OR A PORTION OF THE COUNTY'S
OUTSTANDING COLLIER COUNTY, FLORIDA GAS
TAX REFUNDING REVENUE BONDS, SERIES 2003;
AUTHORIZING THE ISSUANCE OF THE COLLIER
COUNTY, FLORIDA GAS TAX REFUNDING REVENUE
BONDS, SERIES 2012 IN AN AGGREGATE PRINCIPAL
AMOUNT OF NOT EXCEEDING $50,000,000 IN ORDER
TO REFUND SUCH SERIES 2003 BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS WITH
RESPECT TO SAID BONDS; AUTHORIZING THE
AWARDING OF SAID BONDS PURSUANT TO A
PUBLIC BID; DELEGATING CERTAIN AUTHORITY
TO THE CHAIRMAN FOR THE AWARD OF THE
BONDS AND THE APPROVAL OF THE TERMS AND
DETAILS OF SAID BONDS; AUTHORIZING THE
PUBLICATION OF A NOTICE OF SALE FOR THE
BONDS OR A SUMMARY THEREOF; AUTHORIZING
THE DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT AND THE EXECUTION AND DELIVERY
OF AN OFFICIAL STATEMENT WITH RESPECT
THERETO; APPOINTING THE PAYING AGENT AND
REGISTRAR FOR SAID BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND THE APPOINTMENT OF
AN ESCROW AGENT THERETO; ESTABLISHING A
BOOK -ENTRY SYSTEM OF REGISTRATION FOR THE
BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE
CERTIFICATE; AND PROVIDING AN EFFECTIVE
DATE.
11H
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On February 25, 2003, the Board of County Commissioners (the "Board ")
of Collier County, Florida (the "Issuer ") duly adopted Resolution No. 2003 -89, as
amended and supplemented (as supplemented hereby, the "Resolution "), authorizing,
among other things, the issuance of $102,125,000 Collier County, Florida Gas Tax
Revenue Bonds, Series 2003 (the "Series 2003 Bonds "), which Series 2003 Bonds were
issued for the principal purpose of financing a portion of the costs of certain
transportation - related capital improvements and to current refund the Issuer's Collier
County, Florida Road Improvement Refunding Revenue Bonds, Series 1995.
(B) On June 29, 2005, the Issuer issued its $96,225,000 Collier County, Florida
Gas Tax Revenue Bonds, Series 2005 (the "Series 2005 Bonds ") for the principal purpose
of financing a portion of the costs of certain transportation- related capital improvements.
(C) The Resolution provides for the issuance of Additional Bonds upon
meeting the requirements set forth herein and in the Resolution.
(D) The Issuer deems it to be in its best interest to refund all or a portion of the
outstanding Series 2003 Bonds (the "Refunded Bonds "), the specific maturities and
portions thereof to be refunded to be determined by the Chairman upon the advice of the
Issuer's financial advisor, Public Financial Management, Inc. (the "Financial Advisor "),
in order to achieve debt service savings.
(E) In order to refund the Refunded Bonds, the Issuer hereby determines to
issue its Collier County, Florida Gas Tax Refunding Revenue Bonds, Series 2012 (the
"Series 2012 Bonds "), which Series 2012 Bonds shall be issued on parity with the
outstanding Series 2005 Bonds and any portion of the Series 2003 Bonds that are not
refunded in connection with the issuance of the Series 2012 Bonds (the "Unrefunded
Series 2003 Bonds "), except as otherwise provided herein or in the Resolution, in
accordance with the terms of the Resolution.
(F) For the payment and refunding of said Refunded Bonds, the Issuer shall, as
provided herein, deposit part of the proceeds derived from the sale of the Series 2012
Bonds, together with other legally available moneys of the Issuer, in an escrow deposit
trust fund to purchase direct U.S. Treasury obligations (the "Refunding Securities ")
which shall be sufficient, together with investment earnings therefrom and a cash deposit,
to pay the Refunded Bonds as the same become due and payable or are redeemed prior to
maturity, all as provided herein and the hereinafter defined Escrow Deposit Agreement.
Subsequent to the defeasance of the Refunded Bonds, the Refunded Bonds shall no
W
I IH
longer be payable from or secured by the moneys and revenues pledged therefor pursuant
to the Resolution.
(G) In accordance with Section 218.385, Florida Statutes, and pursuant to this
Supplemental Resolution, the Series 2012 Bonds shall be advertised for competitive bids
pursuant to the Official Notice of Sale, the form of which is attached hereto as Exhibit A
(the "Official Notice of Sale ").
(H) Pursuant to the Official Notice of Sale, any competitive bids received in
accordance with the Official Notice of Sale on or prior to the time and date determined by
the Chairman upon the advice of the Financial Advisor, in accordance with the terms and
provisions of the Official Notice of Sale, shall be publicly opened and announced.
(I) It is desirable for the Issuer to be able to advertise and award the Series
2012 Bonds at the most advantageous time and date which shall be determined by the
Chairman upon the advice of the Financial Advisor; and, accordingly, the Issuer hereby
determines to delegate the advertising and awarding of the Series 2012 Bonds to the
Chairman within the parameters described herein.
(J) It is necessary and appropriate that the Board determine certain parameters
for the terms and details of the Series 2012 Bonds and to delegate certain authority to the
Chairman for the award of the Series 2012 Bonds and the approval of the terms of the
Series 2012 Bonds in accordance with the provisions hereof, of the Resolution and of the
Official Notice of Sale.
(K) In the event Bond Counsel to the Issuer shall determine that the Series 2012
Bonds have not been awarded competitively in accordance with the provisions of Section
281.385, Florida Statutes, the Board shall adopt such resolutions and make such findings
as shall be necessary to authorize and ratify a negotiated sale of the Series 2012 Bonds in
accordance with said Section 218.385, Florida Statutes.
(L) The Issuer hereby certifies that it is not in default in performing any of the
covenants and other provisions of the Resolution and all of the covenants and other
provisions of the Resolution shall apply to the Series 2012 Bonds.
(M) The Resolution provides that the Series 2012 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 adopted by the Issuer; and it is now appropriate that the Issuer
set forth the parameters and mechanism to determine such terms and details.
(N) The Series 2012 Bonds shall not constitute a general obligation or 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.
Kv
11H
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 2012 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 Funds, 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; AUTHORIZATION OF REFUNDING OF REFUNDED BONDS.
This Supplemental Resolution is adopted pursuant to the provisions of the Act and the
Resolution. The Issuer hereby authorizes the refunding of the Refunded Bonds in
accordance with the provisions hereof and of the Resolution in order to achieve debt
service savings.
SECTION 4. DESCRIPTION OF THE SERIES 2012 BONDS. The
Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal
amount of not exceeding $50,000,000 to be known as the "Collier County, Florida Gas
Tax Refunding Revenue Bonds, Series 2012" (or such other series designation as the
Chairman may determine), for the principal purpose of refunding the Refunded Bonds.
The aggregate principal amount of the Series 2012 Bonds to be issued pursuant to the
Resolution shall be determined by the Chairman provided such aggregate principal
amount does not exceed $50,000,000. The Series 2012 Bonds shall be dated as of their
date of 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 June 1 and December 1 of each year (the "Interest Dates "),
commencing on December 1, 2012, or such other dates as may be determined by the
Chairman.
Interest on the Series 2012 Bonds shall be payable by check or draft of U.S. Bank
National Association, Fort Lauderdale, Florida, as Paying Agent (the "Paying Agent "),
made payable and mailed to the Holder in whose name such Series 2012 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 and expense of such Holder, by bank wire transfer to the account of such
Holder. Principal of the Series 2012 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 2012 Bonds are payable in lawful
money of the United States of America.
11H
The Series 2012 Bonds shall bear interest at such rates and yields, shall mature on
June 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 4, 5 and 6 hereof and the provisions of the Official Notice
of Sale. The final maturity of the Series 2012 Bonds shall not be later than June 1, 2023.
All of the terms of the Series 2012 Bonds will be included in a certificate to be executed
by the Chairman following the award of the Series 2012 Bonds (the "Award Certificate ")
and shall be set forth in the final Official Statement, as described herein.
The Chairman shall determine, upon the advice of the Financial Advisor and the
Issuer's Bond Counsel, which specific maturities of the Series 2003 Bonds (or portions
thereof) shall be refunded in connection with the issuance of the Series 2012 Bonds and
only such maturities (or portions thereof) shall constitute "Refunded Bonds" hereunder.
SECTION 5. AWARD OF SERIES 2012 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 2012 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 2012 Bonds at the lowest true interest cost to the Issuer, as calculated
by the Issuer's Financial Advisor in accordance with the terms and provisions of the
Official Notice of Sale; provided, however, the Series 2012 Bonds shall not be awarded
to any bidder unless the net present value savings with respect to the refunding of the
Refunded Bonds (as calculated by the Issuer's Financial Advisor) is equal to or greater
than 5.00% of the principal amount of the Refunded Bonds. In accordance with the
provisions of the Official Notice of Sale, the Chairman may, in his sole discretion, reject
any and all bids.
SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2012
BONDS. The Series 2012 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
the advice of the Financial Advisor; provided, however, with respect to optional
redemption terms for the Series 2012 Bonds, if any, the first optional redemption date
may be no later than June 1, 2023 and there shall be no call premium relating to any
redemption. Terms Bonds may be established in accordance with the provisions of the
Official Notice of Sale. The redemption provisions for the Series 2012 Bonds, if any,
shall be set forth in the Award Certificate and in the final Official Statement.
Notwithstanding the foregoing, the Chairman, upon the advice of the Financial Advisor,
may determine to issue the Series 2012 Bonds without any optional redemption
provisions.
SECTION 7. FULL BOOK - ENTRY. Notwithstanding the provisions set
forth in Section 2.07 of the Resolution, the Series 2012 Bonds shall be initially issued in
E
11H
the form of a separate single certificated fully registered Series 2012 Bond for each of the
maturities of the Series 2012 Bonds. Upon initial issuance, the ownership of each such
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 2012 Bonds are registered in the name of Cede & Co., all of the Outstanding
Series 2012 Bonds shall be registered in the registration books kept by the Registrar in
the name of Cede & Co., all payments of principal on the Series 2012 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 2012 Bonds, upon presentation of the Series 2012 Bonds to be paid,
to the Paying Agent.
With respect to Series 2012 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
2012 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 2012 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 2012 Bonds. The Issuer, the Registrar
and the Paying Agent may treat and consider the Person in whose name each Series 2012
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
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 2012
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 2012 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
n
11
& 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 2012 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 2012
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 the book -entry only registration
system, the Series 2012 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 2012 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 2012 Bonds.
SECTION 8. APPLICATION OF SERIES 2012 BOND PROCEEDS.
The proceeds derived from the sale of the Series 2012 Bonds shall be applied by the
Issuer as follows:
(A) A sufficient amount of the Series 2012 Bond proceeds shall be deposited
irrevocably in trust in the escrow deposit trust fund established under the terms and
provisions of the Escrow Deposit Agreement, dated as of the dated date of the Series
2012 Bonds (the "Escrow Deposit Agreement "), between the Issuer and U.S. Bank
National Association, Fort Lauderdale, Florida, as Escrow Agent, and, other than a cash
deposit, shall be invested, together with other legally available moneys of the Issuer, in
Refunding Securities in the manner set forth in the Escrow Deposit Agreement, which
investments shall mature at such times and in such amounts as shall be sufficient to pay
the principal of, redemption premium, if any, and interest on the Refunded Bonds as the
same become due and payable whether at maturity or upon earlier redemption. Subject to
the issuance and delivery of the Series 2012 Bonds, the Refunded Bonds maturing on and
after June 1, 2014 shall be redeemed on June 1, 2013, or such later date as shall be
approved by the Chairman.
7
11
(B) A sufficient amount of the Series 2012 Bond proceeds shall be applied to
the payment of costs and expenses relating to the issuance of the Series 2012 Bonds.
(C) A sufficient amount of the Series 2012 Bond proceeds shall be deposited to
the Series 2012 Subaccount of the Reserve Account established under Section 15 hereof
in order to satisfy the Reserve Account Requirement for the Series 2012 Bonds, as
described in Section 15 hereof.
SECTION 9. TRANSFER OF CERTAIN MONEYS. The Refunded
Bonds will be refunded from proceeds of the Series 2012 Bonds and other legally
available moneys of the Issuer. Any excess moneys on deposit in the funds or accounts
established pursuant to the Resolution not required by the terms of the Resolution or this
Supplemental Resolution to be on deposit therein or in any other fund or account shall be
transferred to the escrow deposit trust fund established pursuant to the Escrow Deposit
Agreement.
SECTION 10. PRELIMINARY OFFICIAL STATEMENT. The Issuer
hereby authorizes the distribution and use of the Preliminary Official Statement in
substantially the form attached hereto as Exhibit B in connection with the offering of the
Series 2012 Bonds for sale. If between the date hereof and the mailing of the Preliminary
Official Statement, it is necessary to make insertions, modifications or changes in the
Preliminary Official Statement, the Chairman is hereby authorized to approve such
insertions, changes and modifications. The Chairman is hereby authorized to deem the
Preliminary Official Statement "final" within the meaning of Rule 15c2- 12(b)(1) under
the Securities Exchange Act of 1934 in the form as mailed. Execution of a certificate by
the Chairman deeming the Preliminary Official Statement "final" as described above shall
be conclusive evidence of the approval of any insertions, changes or modifications.
SECTION 11. OFFICIAL STATEMENT. The form, terms and provisions
of the Official Statement relating to the Series 2012 Bonds shall be substantially as set
forth in the Preliminary Official Statement and shall include all of the specific financial
terms of the Series 2012 Bonds. Subject in all respects to the award of the Series 2012
Bonds in accordance with 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 2012 Bonds to the
public. Execution by the Chairman of the Official Statement shall be deemed to be
conclusive evidence of approval of such changes.
11H
SECTION 12. OFFICIAL NOTICE OF SALE. The form of the Official
Notice of Sale attached hereto as Exhibit A and the terms and provisions thereof are
hereby authorized and approved. The Chairman is hereby authorized to make such
changes, insertions and modifications as he shall deem necessary prior to the
advertisement of such Official Notice of Sale or a summary thereof. The Chairman is
hereby authorized to advertise and publish the Official Notice of Sale or a summary
thereof at such time as he shall deem necessary and appropriate, upon the advice of the
Issuer's Financial Advisor, to accomplish the competitive sale of the Series 2012 Bonds.
SECTION 13. APPOINTMENT OF PAYING AGENT AND
REGISTRAR. Subject in all respects to the award of the Series 2012 Bonds in
accordance with this Supplemental Resolution and the Official Notice of Sale, U.S. Bank
National Association, Fort Lauderdale, Florida, is hereby designated Registrar and
Paying Agent for the Series 2012 Bonds. The Chairman and /or the Clerk are hereby
authorized to enter into any agreement which may be necessary to effect the transactions
contemplated by this Section 13 and by the Resolution.
SECTION 14. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT
AGREEMENT. The Issuer hereby authorizes and directs the Chairman and Clerk to
execute the Escrow Deposit Agreement and to deliver the Escrow Deposit Agreement to
U.S. Bank National Association, Fort Lauderdale, Florida, which is hereby appointed as
Escrow Agent thereunder. All of the provisions of the Escrow Deposit Agreement when
executed and delivered by the Issuer as authorized herein and when duly authorized,
executed and delivered by the Escrow Agent, shall be deemed to be a part of this
Supplemental Resolution as fully and to the same extent as if incorporated verbatim
herein, and the Escrow Deposit Agreement shall be in substantially the form of the
Escrow Deposit Agreement attached hereto as Exhibit C with such changes, amendments,
modifications, omissions and additions, including the date of such Escrow Deposit
Agreement, as may be approved by said Chairman. Execution by the Chairman of the
Escrow Deposit Agreement shall be deemed to be conclusive evidence of approval of
such changes. The Chairman and the Clerk are hereby authorized and directed to execute
and file all documents necessary to purchase or subscribe to the Refunding Securities on
behalf of the Issuer.
SECTION 15. RESERVE ACCOUNT. Pursuant to the provisions of
Section 4.05(A)(4) of the Resolution, the Issuer hereby establishes a separate subaccount
in the Reserve Account for the Series 2012 Bonds which shall be designated as the
"Series 2012 Subaccount" of the Reserve Account. The Series 2012 Subaccount shall
solely secure the Series 2012 Bonds; any moneys, investments and /or a Reserve Account
Insurance Policy or Reserve Account Letter of Credit (a "Reserve Account Product ") in
the Series 2012 Subaccount shall be pledged solely to the payment of the Series 2012
Bonds. Funds and any Reserve Account Product on deposit in the Series 2012
Subaccount shall be maintained in an amount equal to the Reserve Account Requirement
W
11H
for the Series 2012 Bonds, as determined below. The Series 2012 Bonds shall not be
secured by any funds or Reserve Account Products on deposit in the Reserve Account,
other than the funds and /or Reserve Account Products on deposit in the Series 2012
Subaccount.
The Chairman is authorized to determine, upon the advice of the Financial
Advisor and Bond Counsel to the Issuer, the Reserve Account Requirement for the Series
2012 Bonds prior to the award of the Series 2012 Bonds, which Reserve Account
Requirement may be $0.00 but may not be greater than the lesser of (A) the Maximum
Annual Debt Service for the Series 2012 Bonds, (2) 125% of the average Annual Debt
Service for the Series 2012 Bonds, or (3) the maximum amount allowed to be funded
from proceeds of the Series 2012 Bonds and invested at an unrestricted yield pursuant to
the Code. To the extent the Reserve Account Requirement is determined to be an amount
greater than $0.00, such amount shall be funded from funds on deposit in the Reserve
Account that are allocable to the Refunded Bonds and, if necessary, proceeds of the
Series 2012 Bonds. Any funds on deposit in the Reserve Account allocable to the
Refunded Bonds that are not transferred to the Series 2012 Subaccount of the Reserve
Account shall be deposited to the escrow deposit trust fund described in Section 9 hereof.
The Reserve Account Insurance Policy on deposit in the Reserve Account for the benefit
of the Series 2003 Bonds shall remain on deposit therein for the benefit of any
Unrefunded Series 2003 Bonds.
SECTION 16. SECONDARY MARKET DISCLOSURE. Subject in all
respects to the award of the Series 2012 Bonds in accordance with this Supplemental
Resolution and the Official Notice of Sale, the Issuer hereby covenants and agrees that, in
order to provide for compliance by the Issuer with the secondary market disclosure
requirements of Rule 15c2 -12 of the Securities and Exchange Commission (the "Rule "),
it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate to be executed by the Issuer and dated the date of delivery of the Series 2012
Bonds, as it may be amended from time to time in accordance with the terms thereof.
The Continuing Disclosure Certificate shall be substantially in the form attached hereto
as Exhibit D with such changes, amendments, modifications, omissions and additions as
shall be approved by the Chairman who is hereby authorized to execute and deliver such
Certificate. Notwithstanding any other provision of the Resolution, failure of the Issuer
to comply with such Continuing Disclosure Certificate shall not be considered an Event
of Default under the Resolution; provided, however, any Series 2012 Bondholder may
take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Issuer to comply with its obligations
under this Section 16 and the Continuing Disclosure Certificate. For purposes of this
Section 16, "Series 2012 Bondholder" shall mean any Person who (A) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Series 2012 Bonds (including persons holding Series 2012 Bonds through nominees,
10
11H
depositories or other intermediaries), or (B) is treated as the owner of any Series 2012
Bonds for federal income tax purposes.
SECTION 17. AUTHORIZATION OF MUNICIPAL BOND
INSURANCE. The Official Notice of Sale permits the successful bidder to specify that
all or a portion of the Series 2012 Bonds shall be insured by a municipal bond insurer
designated by the bidder in its bid. The premium of such municipal bond insurance shall
be paid for by the bidder and the Issuer will not be obligated to pay any costs related to
such insurance or to enter into any agreements with respect thereto.
The identity of the insurer, if any, for the Series 2012 Bonds shall be included in
the Award Certificate described in Section 4 hereof. If insured, there shall be printed on
each insured Series 2012 Bond a statement to the effect that scheduled payments of the
principal of and interest on such Series 2012 Bonds are insured by the insurer. If any of
the Series 2012 Bonds are insured, the Official Statement for the Series 2012 Bonds shall
adequately disclose the use of such insurance and information regarding the insurer.
SECTION 18. GENERAL AUTHORITY. The members of the Board, the
County Manager, 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, the Official Notice of Sale, the Official
Statement, the Escrow Deposit Agreement or the Continuing Disclosure Certificate or
desirable or consistent with the requirements hereof or the Resolution, the Official Notice
of Sale, the Official Statement, the Escrow Deposit Agreement or the Continuing
Disclosure Certificate for the full punctual and complete performance of all the terms,
covenants and agreements contained herein or in the Series 2012 Bonds, the Resolution,
the Official Notice of Sale, the Official Statement, the Escrow Deposit Agreement and
the Continuing Disclosure Certificate 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 4, 5 and 6 hereof, the
Vice - Chairman is hereby authorized to act on his or her behalf.
SECTION 19. 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
2012 Bonds.
11
11H
SECTION 20. 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.
SECTION 21. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
DULY ADOPTED this 10th day of April, 2012.
ATTEST:
• r �tro
.,•1•4_. „iii
wi f t E. Brock, Clerk
BXttVfVug CC er &e craw r
09naturt on i ,
COLLIER COUNTY, FLORIDA
7 W
Chairman, Board of Countyummissioners
12
Item # — a__L�+
Date da
Date
A 9;"T
11H
EXHIBIT A
FORM OF OFFICIAL NOTICE OF SALE
11H
EXHIBIT B
FORM OF PRELIMINARY OFFICIAL STATEMENT
11H
EXHIBIT C
FORM OF ESCROW DEPOSIT AGREEMENT
11H
EXHIBIT D
FORM OF CONTINUING DISCLOSURE CERTIFICATE