Backup Documents 10/12/2010 Item #10B
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ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Attach to original document. Original documents should be hand delivered to the Board OtIice. 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 #1 through #4 as appropriate for additional signatures, dates. and/or information needed. If the document is already complete with the
excention of the Chairman's shmature, draw a line through routing lines #1 throul!h #4, comolctc the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s) Office Initials Date
(List in routing order)
l.
2.
3.
4.
5. Ian Mitchell, Executive Manager Board of County Commissioners
6. Minutes and Records Clerk of Court's Office
PRIMARY CONT ACT INFORMATION
(The primary contact is the holder of tile original document pending Bee approva1. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one ufthe addressees above, including Sue Filson, need to contact staff for additional or missing
infonnation, All original documents needing the Bee Chairman's signature are to be delivered to the BCe office only after the Bee has acted to approve the
item.)
Name of Primary Staff Barbetla Hutchinson Phone Number 252-8383
Contact
Agenda Date Item was 10/12/1 0 Agenda Item Number lOB
Approved bv the BCC
Type of Document Resolution '2D10 -).- \I Number of Original I
Attached Documents Attached
1.
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
a ro riate.
Original document has been signed/initialed for legal sufficiency. (All documents to be
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, agrcements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossibl State Officials.)
All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
The Chairman's signature line date has bcen entered as the date ofBCC approval of the
document or the final ne otiated contract date whichever is a licablc.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials are required.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Ian Mitchell 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 BeC's actions are nullified. Be aware of 'our deadlines!
The document was approved by the BCe on 10/12/10 (enter date) and all changes
made during the meeting have been incorporated in the attached document. The
Count Attorne lS Office has reviewed the chan es, if a licable.
Yes
(Initial)
Yes
N/A(Not
A Iicable)
2.
3.
4.
5.
6.
N/A
Yes
Yes
Yes
Yes
'Y
I: Forms/ County Forms/ Bce Forms/ Originnl Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
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RESOLUTION NO. 2010- 211
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 OPERA TED BY THE JACKSON
LABORATORY 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
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;
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
STATEMENT WITH RESPECT THERETO;
ESTABLISHING A BOOK-ENTRY SYSTEM OF
REGISTRATION FOR THE BONDS; PROVIDING FOR
THE PREPARATION OF AN OFFICIAL NOTICE OF
SALE; AGREEING TO COMPLY WITH CONTINUING
DISCLOSURE RULES: AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
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SECTION 1.
FINDINGS. It is hereby found and determined that:
(A) On April 30, 1985, the Board of County Commissioners (thc "Board") of
Collier County, Florida (the "Issuer") duly adoptcd Resolution No. 85-107, as amended
and supplemented (collectively thc "Rcsolution"), for the purposes describcd therein,
authorizing, among other things, the issuancc of Collier County, Florida Capital
Improvemcnt Revenue Refunding Bonds, Serics 1985 (the "Series 1985 Bonds"), which
Scries 1985 Bonds wcre issucd for the principal purpose of refunding the Issuer's
outstanding Capital Improvemcnt Rcvenue Bonds, Series 1982; the Series 1985 Bonds
are no longcr outstanding under thc Resolution.
(B) Pursuant to the Resolution, thc Issuer has heretofore issued its Capital
Improvement Revenue Bonds, Series 2002 (the "Series 2002 Bonds") for the principal
purposc of financing various capital improvcments and rcfunding certain indebtedness of
the Issuer; all of the Scries 2002 Bonds arc expected to bc refunded in connection with
the issuance of the Issuer's Spccial Obligation Refunding Rcvenuc Bonds, Series 201].
(D) Pursuant to the Resolution, the Issuer has heretoforc issued its Capital
lmprovcment and Refunding Rcvenue Bonds, Series 2003 (the "Series 2003 Bonds") for
the principal purpose of refunding the Issuer's outstanding Capital Improvemcnt Revenuc
Refunding Bonds, Series 1992 and financing various capital improvements within the
Issuer.
(E) Pursuant to the Resolution, thc Issuer has heretofore issued its Capital
Improvemcnt and Refunding Revcnue Bonds, Scries 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 thc 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 scrvices 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").
(0) The State of Florida (the "Statc") 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 causc, prevent, and cure diseases, and enable treatments that are tailored
specifically to the individual rather than to the population generally.
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(I) The Issuer finds and determines that thc operation and potentially the
ownership of the Project by a private party such as Jackson Labs is neccssary to ensure
thc success of the Project; however, becausc the Project's paramount purpose is a public
one, any private benefit is mercly incidental and does not destroy the Project's public
charactcr.
(.I) The construction and opcration 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
servc as the anchor for systems genetics research and related high valuc industries;
(ii) The Project will serve as thc catalyst for an cmcrging and evolving
biomedical clustcr within a Rcsearch and Education Village which will include
research and dcvelopmcnt uscs, a teaching hospital and cducational campus, in
addition to othcr areas dcdicatcd to retail, scrvice, rcsidential 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 wagc and salary
positions within its first ten years of operation and it is anticipated that the
biomedical cluster within the Research and Education Village which will be
fostered and encouraged by thc development of thc Projcct will gcnerate
thousands of additional jobs once fully built out;
(v) The Project and the relatcd activities, once built out, will result in an
annual economic impact to thc area in excess of several hundrcd million dollars
which will far excecd 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 thc
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.
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(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 thc purposc of financing costs of the acquisition, construction and
equipping of the Project, upon mccting thc requircments set forth therein.
(M) There is hereby authorized the linancing and/or rcimbursing of costs of the
acquisition, construction and equipping of thc Project, all in the manner as providcd by
the Resolution and this supplcmental rcsolution.
(N) The Issucr deems it to be in its best interest to issue its Collier County,
Florida Capital Improvemcnt Revenuc Bonds, Series 2011 (the "Serics 2011 Bonds") for
the principal purpose of financing and/or reimbursing the costs of the acquisition,
construction and cquipping of the Project and such Scries 20 II 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 201 I Bonds shall bc advertised for competitive bids pursuant to an
Official Notice of Sale which shall be subject to subsequent approval by the Board (the
"Of1icial Notice of Sale").
(P) Pursuant to the Official Notice of Sale, any competiti ve bids received in
accordance with the Official Notice of Sale on or prior to a sale date to be established in
accordance with thc terms and provisions hereof and of the Official Notice of Sale, shall
be publicly opened and announced.
(Q) It is necessary and appropriate that the Board detcrmine ccrtain parametcrs
for the terms and details of the Series 20]] Bonds and to delegate ccrtain authority to the
Chairman of the Board for the award of the Series 20 II Bonds and the approval of the
terms of thc Series 20 II Bonds in accordance with the provisions hereof: of the
Resolution and of the Official Notice of Sale.
(R) The Issuer hereby ccrtifies 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 Scries 2011 Bonds.
(S) The Series 20]] 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.
(1') The Resolution provides that the Series 20]] 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
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now appropriate that the Issuer sct forth thc paramcters and mechanism to determinc such
tcrms and details.
(U) The Serics 2011 Bonds shall not constitute a general obligation or a pledgc
of the faith, credit or taxing power of the Issucr, thc State of Florida, or any political
subdivision thercof, within the mcaning of any constitutional or statutory provisions.
Ncither the Issuer, thc State of Florida, nor any political subdivision thereof shall hc
obligated (i) to excrcise its ad valorem taxing power in any form on any real or personal
property of or in thc Issuer to pay thc principal of thc Serics 20 II Bonds, the intercst
thereon, or other costs incidental thereto, or (ii) to pay the samc from any other funds of
the Issuer exccpt from thc Plcdged Rcvcnucs (as defIned in the Rcsolution), in the
manner provided in thc Rcsolution.
SECTION 2. DEFINITIONS. When used in this Supplemental
Resolution, the terms defIned in the Resolution shall have the mcanings therein stated,
except as such dcfinitions may bc hcreinaftcr amendcd or defIned.
SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL
RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of
thc 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 Projcct.
SECTION 5. DESCRIPTION OF THE SERIES 2011 BONDS. The
Issuer hereby authorizes thc issuance of a Series of Bonds in the aggrcgate principal
amount of not exceeding $130,000,000 to be known as the "Collier County, Florida
Capital Improvement Rcvenue Bonds, Series 2011 " (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 Projcct, funding the
Reserve Account, if necessary, and paying costs and cxpenses relating to thc 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 excecd $130,000,000, The Scries 20 II Bonds shall
be dated as of the date of their delivery or such othcr date as the Chairman may
determine, shall be issued in thc 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 prcceded by the letter "R", shall bear interest from the dated
date determined therefor, payable semi-annually, on April I and October 1 of each year
(thc "Interest Dates"), commencing on October I, 2011, or such other date as may be
determined by the Chairman.
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Interest on the Serics 2011 Bonds shall be payable by check or draft of the paying
agcnt to be subscquently selectcd by thc Issuer (the "Paying Agcnt"), made payable and
mailed to the Holder in whose namc such Series 2011 Bonds shall be rcgistercd at thc
close of business on the date which shall be the fifteenth day (whether or not a business
day) of the calcndar month next prcceding the applicable lntcrest Date, or, at thc request
of such Holdcr, by bank wire transfer to the account of such Holder. Principal of thc
Serics 2011 Bonds is payablc to the Hoi<.ler upon prcscntation, whcn duc, at the
designated corporate trust officc 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 Unitcd States of America.
The Series 20 II Bonds shall bear interest at such rates and prices or yiclds, shall
mature on October I of each of the ycars and in the principal amounts corrcsponding to
such years, and shall have such redemption provisions as dctcrmined by the Chailman
subject to the conditions set forth in Scctions 5, 7 and 8 hereof and the provisions of the
Official Notice of Sale. The final maturity of the Series 20 II Bonds shall be dctermincd
by the Chairman but shall not be later than October I, 2045. All of the terms of the
Series 2011 Bonds will bc included in a ccrtificate to be executed by thc Chairman
following the award of the Series 20 II Bonds (the "A ward Certiticate") and shall be set
forth in the final Ot1icial Statemcnt, as described herein.
SECTION 6. FUNDING BY THE STATE. As noted in the findings set
forth in Section I hereot: the State intends to participate in thc funding of the Project.
Notwithstanding any other provision containcd herein, the Issuer shall not issue the
Series 20 II Bonds until the Issuer is satisfied that the Statc has committed suf1icient
funding toward the Project.
SECTION 7. A WARD OF SERIES 20] I 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 thc underwriter or underwriters (the
"Underwriters") that submit a bid proposal which complies in all respects with the
Resolution, this Supplemental Resolution and thc Official Noticc of Sale and offers to
purchase the Series 20 II Bonds at the lowest true interest cost to the Issuer, as calculatcd
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 20 II 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 II 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
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the advice of thc financial Advisor; providcd, howcvcr, with respect to optional
redcmption tcrms for thc Series 20 II Bonds, if any, the first optional redcmption date
may bc no later than the first October I which is no earlicr than 10 years from thc date of
issuance of thc Series 2011 Bonds and no call premium may cxceed 2.00% of the par
amount of that portion of thc Series 2011 Bonds to be rcdeemcd. Term Bonds may bc
cstablished with such Amortization Installments as thc Chairman deems appropriate and
upon the advicc of the financial Advisor. The Chairman may dctcrmine, in his discretion
and upon the advice of thc Financial Advisor, that the Serics 2011 Bonds shall not be
subject to any optional or mandatory redcmption provisions. The rcdemption provisions
for the Scrics 2011 Bonds, if any, shall be set forth in thc A ward Ccrtificatc and in the
final Official Statcment.
SECTION 9. ~FULL BOOK-ENTRY. Notwithstanding the provisions set
forth in Section 13 of the Resolution, thc Scries 20 II Bonds shall bc initially issucd in
thc form of a separate single certificatcd fully registcred Scrics 2011 Bond for cach of the
maturities of the Serics 20 II Bonds. Upon initial issuancc, thc owncrship of cach such
Series 20 II Bond shall be registered in the registration books kept by the Registrar in the
namc of Cede & Co., as nomince of Thc Depository Trust Company ("DTC"). As long
as the Series 20 II Bonds arc rcgistercd in the name of Ccdc & Co., all of the Outstanding
Series 2011 Bonds shall bc registered in the rcgistration books kcpt by thc Registrar in
thc name of Ccde & Co., as nominee of DTC. As long as the Series 2011 Bonds shall be
registered in the name of Ccde & Co., all paymcnts of principal on the Scrics 2011 Bonds
shall be madc by the Paying Agent by check or draft or by bank wire transfer to Cede &
Co., as Holder ofthc Scries 2011 Bonds, upon presentation of the Scries 2011 Bonds to
be paid, to the Paying Agent.
With respect to Series 2011 Bonds registered in the rcgistration books kept by the
Registrar in the name of Cedc & Co., as nominec of DTC, the Issucr, the Registrar and
the Paying Agent shall havc no responsibility or obligation to any direct or indirect
participant in the DTC book-entry program (thc "Participants"). Without limiting the
immediatcly prcceding sentencc, the Issuer, the Registrar and the Paying Agent shall
havc no responsibility or obligation with respect to (A) the accuracy of the records of
DTC, Cede & Co. or any Participant with respcct 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 noticc with
respect to thc Series 2011 Bonds, including any notice ofrcdemption, or (C) the payment
to any Participant or any other Person, othcr 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 20 II Bonds. The Issuer, the Registrar
and the Paying Agcnt may treat and consider the Person in whose name each Series 20 II
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 thc purpose of giving notices of
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redemption and othcr matters with respcct to such Bond, for the purposc of registering
transfers with respcct to such Bond, and for all other purposes whatsoever. The Paying
Agent shall pay all principal 01; Redemption Pricc, if any, and interest on thc Series 2011
Bonds only to or upon the ordcr of the rcspective I folders, as shown in the registration
books kept by the Registrar, or thcir respective attomcys duly authorized in writing, as
provided hcrein and all such payments shall hc valid and cffective to fully satisfy and
discharge thc Issucr's obligations with rcspect to payment of principal of, Rcdemption
Price, if any, and intcrcst on thc Serics 2011 Bonds to thc extent of the sum or sums so
paid. No Person other than a Holdcr, as shown in the registration books kept by the
Registrar, shall rcceive a ccrtificatcd Bond cvidencing the obligation of the Issuer to
make paymcnts of principal, Rcdcmption Price, if any, and intcrcst pursuant to the
provisions ofthc Resolution. Upon dclivery by DTC to the Issucr ofwrittcn notice to the
cffect that DTC has dctcrmincd to substitutc a new nominee in placc of Cedc & Co., and
subject to the provisions in thc Resolution with rcspcct to transfcrs during thc 15 days
next preceding an lntercst Date or fIrst mailing of noticc of redemption, thc words "Cede
& Co." in this Supplcmental Rcsolution shall rcfer to such new nomincc of DTC; and
upon reccipt of such notice, thc Issuer shall promptly deliver a copy of the same to thc
Registrar and the Paying Agent.
Upon (A) receipt by the Issuer of writtcn notice from DTC (i) to the cffect 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 namc of Cede & Co., as
nominee of DTC, is not in the best interest of the beneficial owners of the Series 20] 1
Bonds or (ii) to the cffect that DTC is unable or unwilling to dischargc its responsibilities
and no substitute depository willing to undertake thc functions of DTC hercunder can be
found which is willing and able to undcrtake such functions upon reasonable and
customary tcrms, or (8) determination by thc Issuer that such book-cntry only system is
burdensomc or undesirable to thc lssucr and compliance by thc Issuer with all applicable
policies and procedures of DTC regarding discontinuing of the book entry registration
system, the Series 2011 Bonds shall no longcr be rcstricted to being registered in the
registration books kept by the Rcgistrar in thc name of Cede & Co., as nomince of DTC,
but may be rcgistered in whatevcr name or names Holders shall designate, in accordance
with the provisions of the Rcsolution. In such event, the Issuer shall issue and thc
Registrar shall authenticate, transfer and cxchangc the Series 20 II Bonds of likc
principal amount and maturity, in dcnominations of $5,000 or any intcgral 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.
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SECTION 10. APPLICATION OJ<' SERIES 2011 BOND PROCEEDS;
USE OF OTHER MONEYS. The proceeds derived from thc sale of the Scries 2011
Bonds shall be applied by the Issuer as follows:
(A) A sufficient amount of the Series 2011 Bond procccds shall be dcposited to
the Rescrve Account, to thc cxtent ncccssary, to fund the Reserve Account at thc
applicable Reservc Requircment, if any.
(13) The remainder of the proceeds of thc Series 20 II Bonds shall be deposited
to the Construction Fund and applied to pay costs of thc Project and to pay costs of
issuance of thc Series 2011 Bonds.
SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer's
Disclosure Counsel is hereby authorized and directed to prcpare a Preliminary Official
Statement in connection with thc marketing and offering of the Scries 2011 Bonds (the
"Preliminary Ot1icial Statement") in compliance in all respccts with applicable federal
and State sccurities laws. The Preliminary Ot1icial Statement is subjcct to prior approval
by the Board prior to its distribution.
SECTION 12. OFFICIAL STATEMENT. The form, terms and provisions
of the Otlicial Statement relating to the Series 20 II Bonds shall be substantially as sct
forth in the Preliminary Official Statement and shall include all of the specific financial
terms of the Series 2011 Bonds. Subject in all respccts to the award of the Series 2011
Bonds in accordance with this Supplemental Resolution and thc Official Noticc of Sale,
thc Chairman is hereby authorized and dirccted to executc and dcliver said OfTicial
Statement in the namc and on bchalf of the Issuer, and thereupon to cause such Official
Statement to be dclivered to the Underwriters with such changes, amendments,
modifications, omissions and additions as may be approved by the Chairman. Said
Official Statement, including any such changcs, amendments, modifications, omissions
and additions as approved by the Chairman and the inf()rmation contained therein are
hereby authorized to be used in connection with the sale or thc Series 20 II 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 Otlicial 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 shc
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 thc Financial Advisor, the
Paying Agent and Registrar for the Series 20 II Bonds prior to their issuancc. The
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Chairman and/or thc Clerk arc hereby authorized to enter into any agreement which may
be nccessary to evidence thc selection.
SECTION 15. SECONDARY MARKET DISCLOSURE. The Issucr
hereby covcnants and agrecs to comply in all rcspects with thc secondary market
disclosure requircmcnts of Rule 15c2-l2 of thc Securitics and Exchangc Commission.
SECTION 16. V ALIDATION AUTHORIZED. To the cxtent deemed
necessary or by Bond Counscl or desirable by the County Attorney, Bond Counsel is
authorized to institute appropriate proccedings for validation of the Scries 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 othcr agcnts or employees of the Issuer are hereby
authorized to do all acts and things requircd ofthcm by this Supplcmental Resolution, thc
Resolution or thc Series 20] I Bonds, or desirable or consistent with thc requirements
hereof or the Resolution or the Series 2011 Bonds for the full punctual and complete
performance of all thc terms, covenants and agrecments contained herein or in the Series
20 II Bonds or the Resolution and cach member, employee, attorney and officer of the
Issuer or thc 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 bc done any and all acts and
things neccssary or proper for carrying out the transactions contemplated hereunder. If
the Chairman is lmavailable or unable at any time to perform any duties or functions
hcreundcr including but not limited to thosc describcd in Scctions 5, 7 and 8 hereof; the
Vice-Chairman of the Board is hereby authorizcd and directcd to act on his behalf
SECTION 18. SEVERABILITY AND INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions herein containcd shall be held
contrary to any express provision of law or contrary to thc policy of express law, though
not expressly prohibited or against public policy, or shall for any reason whatsoever bc
held invalid, then such covcnants, agrecments or provisions shall be null and void and
shall be deemed separable from the rcmaining covenants, agreements or provisions and
shall in no way afTect thc validity of any of thc other provisions hereof or of thc Series
20 II 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
108
SECTION 20. EFFECTIVE DATE. This Supplemental Resolution shall
become cffective immediately upon its adoption.
DULY ADOPTED this 12th day of October, 2010.
COLLIER COUNTY, FLORIDA
(SEAL)
""
~_w.
Chairman, Board of County C
i r,
ATrEST:
Attnt . ~q}~~ ~missioncrs
.iljjnature on.-
Appr ved as to Form and Legal
Suffi iency
y
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