Resolution 2007-238
RESOLUTION NO. 2007-238
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA
APPROVING THE CASH DEFEASANCE OF CERTAIN
OUTSTANDING BONDS; AUTHORIZING THE USE OF
A V AILABLE COUNTY MONEYS TO CASH DEFEASE A
PORTION OF THE COUNTY'S CAPITAL
IMPROVEMENT AND REFUNDING REVENUE BONDS,
SERIES 2003; AUTHORIZING THE EXECUTION AND
DELIVERY OF AN ESCROW DEPOSIT AGREEMENT
AND APPOINTING AN ESCROW AGENT IN ORDER TO
FACILITATE SUCH DEFEASANCE; AND PROVIDING
SEVERABILITY AND AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, as follows:
SECTION 1.
FINDINGS. It is hereby found and determined that:
(A) On October 22,2003, the Board of County Commissioners (the "Board") of
Collier County, Florida (the "Issuer") issued its Collier County, Florida Capital
Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003 Bonds")
pursuant to Resolution No. 85-107 adopted by the Board on April 30, 1985, as amended
and supplemented (collectively, the "Bond Resolution").
(B) The Issuer deems it in its best interests at this time to cash defease a portion
of the Series 2003 Bonds (the "Cash Defeasance") with legally available monies of the
County. The Series 2003 Bonds to be defeased are described in the hereinafter defined
Escrow Deposit Agreement (the "Defeased Bonds").
(C) The legally available moneys necessary to defease the Defeased Bonds
shall be transferred from Fund 113, Community Development.
SECTION 2. DEFINITIONS. When used in this Resolution, the tenus
defined in the Bond Resolution shall have the meanings therein stated, except as
otherwise provided herein.
SECTION 3.
Resolution is adopted
Resolution.
AUTHORITY FOR TIllS RESOLUTION. This
in accordance with the provisions of the Act and the Bond
SECTION 4. AUTHORIZATION TO CASH DEFEASE A PORTION
OF THE SERIES 2003 BONDS, EXECUTE ESCROW DEPOSIT AGREEMENT
AND APPOINTMENT OF ESCROW AGENT. The Issuer has legally available
monies to defease the Defeased Bonds. In connection therewith, the Issuer hereby
authorizes and directs the Chainnan and the Clerk to execute an escrow deposit
agreement (the "Escrow Deposit Agreement") and to deliver the Escrow Deposit
Agreement, substantially in the form attached hereto as Exhibit A, to Wells Fargo Bank,
N.A., which is hereby appointed as escrow agent thereunder (the "Escrow Agent"). 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 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 A
with such changes, amendments, modifications, omissions and additions, inclUding the
date of such Escrow Deposit Agreement, as may be approved by said Chairman and the
Clerk. Execution by the Chairman and the Clerk of thc Escrow Deposit Agreement shall
be deemed to bc conclusive evidence of approval of such changes. The Chairman, Clerk,
Bond Counsel, the Issuer's financial advisor and the Escrow Agent are hereby authorizcd
and directed to execute and file all documents neccssary to purchase or subscribe to the
Escrow Securities (as defined in the Escrow Deposit Agreement) on behalf of the Issuer
from the monies deposited for such purpose.
SECTION 5. GENERAL AUTHORITY. The members of the Board, the
Clerk and the County's officers, counsel, agents and officials are hereby authorized to do
all acts and things required of them consistent with the requirements of this Resolution,
the Bond Resolution, the Escrow Deposit Agreement and any other document relating to
the matters described herein for the full punctual and complete perfonnancc of all the
terms, covenants and agreements contained in this Resolution, the Bond Resolution, the
Escrow Deposit Agreement and such other documents.
SECTION 6. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions contained herein shall be held
contrary to any express provisions of law or contrary to the policy of express law, though
not expressly prohibited, or against public policy, or shall for any reason whatsoevcr be
held invalid, then such covenants, agreements or provisions shall be null and void and
shall be deemed sevcrable from the remaining covenants, agreements or provisions
hereof and shall in no way affect the validity of any of the other provisions of this
Resolution.
SECTION 7. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
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DULY ADOPTED, in Regular Session this J.f!! of September, 2007.
,
".
OUNTY COMMISSIONERS
COUNTY, FLORIDA
(SEAL)
ATTEST:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
&w e ~OJtJ!.
County Attorney
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EXHIBIT A
Form of Escrow Deposit Agreement
ESCROW DEPOSIT AGREEMENT
ESCROW DEPOSIT AGREEMENT, dated as of September 21,2007, betwecn
COLLIER COUNTY, FLORIDA, a duly established and validly existing political
subdivision of the State of Florida (the "County"), and WELLS FARGO BANK, N.A.
(the "Escrow Agent"), a national banking association organized and existing under the
laws of the United States of America, having its designated corporate trust office in
Orlando, Florida, as escrow agent hereunder.
WHEREAS, the County has heretofore issued its Collier County, Florida Capital
Improvement and Refunding Revenue Bonds, Series 2003, of which $45,300,000 remains
outstanding (the "Series 2003 Bonds") pursuant to Resolution No. 85- I 07 adopted by the
Board of County Commissioners of the County (the "Board") on April 30, 1985, as
amended and supplemented (collectively, the "Bond Resolution"); and
WHEREAS, the County has determined to excrcise its option under the Bond
Resolution to refund a portion of each maturity of the outstanding Series 2003 Bonds as
described in Schedule B hereto (hereinafter referred to as the "Refunded Bonds"); and
WHEREAS, the County has determined to refund the Refunded Bonds with
certain legally available surplus moneys of the County and to purchase certain securities
in order to provide payment for thc Refunded Bonds and discharge and satisfy the pledge
of the Pledged Revenues (as defined in the Bond Resolution) and the covenants,
agreements and other obligations of the County under the Bond Resolution in regard to
such Refunded Bonds; and
WHEREAS, the purchase by the Escrow Agent of the hereinafter defined Escrow
Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be
held by the Escrow Agent and the discharge and satisfaction of the Pledged Revenues and
the covenants, agreements and othcr obligations of the County under the Bond Resolution
in regard to the Refunded Bonds shall occur as a simultaneous transaction; and
WHEREAS, this Agreement is intended to effectuate such simultaneous
transaction;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. PREAMBLES. The recitals stated above are true and correct
and incorporated herein.
SECTION 2. RECEIPT OF BOND RESOLUTION AND
VERIFICATION REPORT. Receipt of a true and correct copy of the above-mentioned
Bond Resolution and this Agreement is hereby acknowledged by the Escrow Agent. The
applicable and necessary provisions of the Bond Resolution, including, without
limitation, Sections 12 and 27 thereof, are incorporated herein by reference. The Escrow
Agent also acknowledges receipt of the verification report of The Arbitrage Group, a finn
of independent certified public accountants, dated September 21, 2007 (the "Verification
Report"). Reference herein to or citation herein of any provisions of the Bond Resolution
or the Verification Report shall be deemed to incorporate the same as a part hereof in the
same manner and with the same effect as if the same were fully set forth herein.
SECTION 3. DISCHARGE OF PLEDGE OF HOLDERS OF
REFUNDED BONDS. In accordance with Section 27 of the Bond Resolution, the
County by this writing exercises its option to cause the pledge of the Pledged Revenues
and all covenants, agreements and other obligations of the County to the holders of thc
Refunded Bonds under the Bond Resolution to cease, terminate and become void and be
discharged and satisfied.
SECTION 4. ESTABLISHMENT OF ESCROW FUND. There is
hereby created and established with the Escrow Agent a special, segregated and
irrevocable escrow deposit trust fund designated the "Collier County, Florida Capital
Improvement and Refunding Revenue Bonds, Series 2003 Escrow Deposit Trust Fund"
(the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent
as a trust fund for the benefit of the holders of the Refunded Bonds, separate and apart
from other funds and accounts of the County and the Escrow Agent. The Escrow Agent
hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit
of the Escrow Fund the sum of $4,499,562.66 received from the County from legally
available moneys which are not proceeds of any tax-exempt obligations (the "County
Moneys").
SECTION 5. DEPOSIT OF MONEYS AND SECURITIES IN
ESCROW FUND. The County hereby directs, and the Escrow Agent represents and
acknowledges that, the Escrow Agent shall use $4,311,531.00 of the County Moneys to
purchase on behalf of and for the account of the County certain Unitcd States Treasury
obligations -- State and Local Government Series which shall mature in such amounts
and at such times as shall be sufficient, together with the hereinafter described Cash
Deposit, to pay the debt service on the Refunded Bonds as set forth in Schedule B hereto
(collectively, together with any other securities which may be on deposit, from time to
time, in the Escrow Fund, the "Escrow Securities") which Escrow Securities are
described on Schedule A hereto, and the Escrow Agent will deposit such Escrow
Securities and $188,031.66 of the County Moneys (the "Cash Deposit") in the Escrow
Fund. All Escrow Securities shall be noncallable, direct obligations of the United States
of America.
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SECTION 6. SUFFICIENCY OF ESCROW SECURITIES AND CASH
DEPOSIT. The County represents that the interest on and the principal amounts
successively maturing on the Escrow Securities in accordance with their terms (without
consideration of any reinvestment of such maturing principal and interest), together with
the Cash Deposit, are sufficient such that moneys will be available to the Escrow Agent
in amounts sufficient and at the times required to pay the amounts of principal of,
redemption premium, if any, and interest due and to become due on the Refunded Bonds
as described in Schedule B attached hereto. If the Escrow Securities and Cash Deposit
shall be insufficient to make such redemption payments, the County shall timely deposit
to the Escrow Fund, solely from legally available funds of the County such additional
amounts as may be required to pay the Refunded Bonds as described in Schedule B
hereto. Notice of any insufficiency shall be given by the Escrow Agent to thc County as
promptly as possible, but the Escrow Agent shall in no maimer be responsible for the
County's failure to make such deposits.
SECTION 7. ESCROW SECURITIES AND CASH DEPOSIT IN
TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow
Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable
deposit of Obligations of the United States of America (as defined in the Bond
Resolution) and cash in trust solely for the paymcnt of the principal of, redemption
premium, if any, and interest on thc Refunded Bonds at such times and in such amounts
as set forth in Schedule B hereto, and the principal of and interest earnings on such
Escrow Securities shall be used solely for such purpose.
SECTION 8. ESCROW AGENT TO PAY REFUNDED BONDS
FROM ESCROW FUND. The County hereby directs, and the Escrow Agent hereby
agrees, that it will take all actions required to be taken by it under the provisions of the
Bond Resolution referenced in this Agreement, including the timely transfer of, but solely
from funds on deposit in the Escrow Fund, money to the Paying Agent for the Refunded
Bonds (The Bank of New York Trust Company, N.A.) as provided in the Bond
Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in the
amounts and at the times provided in Schedule B hereto. The Escrow Securities and the
Cash Deposit shall be used to pay the principal of, redemption premium, if any, and
interest on the Refunded Bonds as the same may mature or be redeemed. If any payment
date shall be a day on which either the Paying Agent for the Refunded Bonds (The Bank
of New York Trust Company, N.A.) or the Escrow Agent is not open for the acceptance
or delivery of funds, then the Escrow Agent may make payment on the next business day.
The liability of the Escrow Agent for the payment of the principal of, redemption
premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be
limited to the application of the Escrow Securities and the interest earnings thereon,
together with the Cash Deposit, available for such purposes in the Escrow Fund.
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SECTION 9. REINVESTMENT OF MONEYS AND SECURITIES IN
ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested only in the
Escrow Securities listed in Schedule B hereto, except as provided in Section 5 hereof and
this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest
any moneys in the Escrow Fund.
Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent
may not sell or otherwise dispose of any or all of the Escrow Securities in the Escrow
Fund and reinvest the proceeds thereof in other securities nor may it substitute securities
for any of the Escrow Securities, except upon written direction of the County and where,
prior to any such reinvestment or substitution, the Escrow Agent has received from the
County the following:
(a) a written verification report by a firm of independent certified public
accountants, of recognized standing, appointed by the County, to the effect that after such
reinvestment or substitution the principal amount of Escrow Securities, together with the
interest thereon, will be sufficient to pay the principal, interest and redemption premium
on the Refunded Bonds, as the same shall become due, as described in Schedule B hereto
(such verification shall not be necessary in the event the County shall determine to
reinvest cash in Escrow Securities which mature on or before the next principal and/or
interest payment date for the Refunded Bonds); and
(b) a written opinion of nationally recognized Bond Counsel to the effect that
(1) such investment will not cause the Refunded Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations
promulgated thereunder or otherwise cause the interest on the Refunded Bonds to be
included as gross income for purposes of federal income taxation, and (ii) such
investment does not violate any provision of Florida law or of the Bond Resolution.
The above-described verification report need not be provided in the event the
County purchases Escrow Securities with the proceeds of maturing Escrow Securities and
such purchased Escrow Securities mature on or before the next interest payment date for
the Refunded Bonds in an amount at least equal to the proceeds of the maturing Escrow
Securities.
In the event the above-referenced verification concludes that there arc surplus
moneys in the Escrow Fund, such surplus moneys shall be released to the County upon its
written direction. The Escrow Fund shall continue in effect until the date upon which the
Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in
an amount sufficient to pay the Refunded Bonds as described in Schedule B hereto,
whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the
Escrow Fund, and shall remit to the County the proceeds thereof, together with all other
money, if any, then remaining in the Escrow Fund.
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SECTION 10. REDEMPTION OF CERTAIN REFUNDED BONDS.
The County hereby irrevocably instructs the Escrow Agent to direct, on behalf of the
County, that the Registrar and Paying Agent for the Refunded Bonds (The Bank of New
York Trust Company, N.A.) give at the appropriate times the notice or notices, if any,
required by the Bond Resolution in connection with the redemption of the Refunded
Bonds maturing on or after October I, 2014. Such noticc of redemption shall be given by
the Registrar for such Refunded Bonds in accordance with the Bond Resolution and shall
be in the form provided in Schedule D hereto. The Refunded Bonds maturing on or after
October 1, 2014 shall be redeemed on October 1, 2013 at a redemption price equal to
100% of the principal amount thereof plus interest accrued to the redemption date.
The Refunded Bonds maturing on October I, 2029 and October I, 2033 are Tenn
Bonds which are subject to Amortization Installment payments as provided in the Bond
Resolution. Such Amortization Installments shall be reduced by the payments allocated
thereto in Schedule B hereto.
SECTION 11. DEFEASANCE NOTICE TO HOLDERS OF
REFUNDED BONDS. Concurrently with the deposit of the Escrow Securities set forth
in Section 5 hereof, the County represents that, in reliance upon the Verification Report,
the Refunded Bonds shall be deemed to have been paid within the meaning and with the
effect expressed in Section 27 of the Bond Resolution. Within 30 days of the deposit of
moneys into the Escrow Fund, the Escrow Agent, on behalf of the County, shall cause the
Registrar for the Refunded Bonds (The Bank of New York Trust Company, N.A.) to mail
to the Holders of the Refunded Bonds the appropriate notice in the form provided in
Schedule C attached hereto.
SECTION 12. ESCROW FUND IRREVOCABLE. The Escrow Fund
hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an
express lien on the Cash Deposit and all Escrow Securities deposited in the Escrow Fund
pursuant to the terms hereof and the interest earnings thereon until paid out, used and
applied in accordancc with this Agreement and the Bond Resolution. Neither the County
nor the Escrow Agent shall cause nor permit any other licn or interest whatsoever to be
imposed upon the Escrow Fund.
SECTION 13. AMENDMENTS TO AGREEMENT. This Agreement is
made for the benefit of the County and the holders from time to time of the Refunded
Bonds and it shall not be repealed, revoked, altered or amended without the written
consent of all such holders and the written consent of the Escrow Agent; provided,
however, that the County and the Escrow Agent may, without the consent of, or notice to,
such holders, enter into such agrecments supplemental to this Agreement as shall not
adversely affect the rights of such holders and as shall not be inconsistent with the tenns
and provisions of this Agreement, for anyone or more of the following purposes:
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(a) to cure any ambiguity or fonnal defect or omission in this Agreement;
(b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of
the Refunded Bonds, any additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and
(c) to subject to this Agreement additional funds, securities or properties.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified
opinion of nationally recognized Bond Counsel with respect to compliance with this
Section 13, including the extent, if any, to which any change, modification or addition
affects the rights of the holders of the Refunded Bonds, or that any instrument executed
hereunder complies with the conditions and provisions of this Section 13.
SECTION 14. FEES AND EXPENSES OF ESCROW AGENT;
INDEMNIFICATION. In consideration of the services rendered by the Escrow Agent
under this Agreement, the County agrees to and shall pay to the Escrow Agent the fees
and expenses as shall be agreed to in writing by the parties hereto. The Escrow Agent
shall have no lien whatsoever upon any of the Escrow Securities or the Cash Deposit in
said Escrow Fund for the payment of such proper fees and expenses. The County further
agrees to indemniJy and save the Escrow Agent, its agents and employees, harmless, to
the extent allowed by law, against any liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, expenses and disbursements of whatsoever kind or nature,
which it may incur in the exercise and perfonnance of its powers and duties hereunder,
including legal expenses, and which are not due to its negligence or misconduct.
Indemnification provided under this Section 14 shall survivc the termination of this
Agreement.
Whenever the Escrow Agent shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established by a certificate
signed by an authorized officer ofthe County. The Escrow Agent may conclusively rely,
as to the correctness of statements, conclusions and opinions therein, upon any certificate,
report, opinion or other document furnished to the Escrow Agent pursuant to any
provision of this Agreement; the Escrow Agent shall be protected and shall not be liable
for acting or proceeding, in good faith, upon such reliance; and the Escrow Agent shall be
under no duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument. The Escrow Agent may consult with counsel,
who may be counsel to the County or independent counsel, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith in accordance
herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the
County ofits intention.
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The Escrow Agent and its successors, agents and servants shall not be held to any
personal liability whatsoever, in tort, contract or otherwise, by reason of the execution
and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance
and disposition of the various moneys and funds described herein, the purchase, retention
or disposition of the Escrow Securities or the proceeds thereof, any payment, transfer or
other application of funds or securities by the Escrow Agent in accordance with the
provisions of this Agreement or any non-negligent act, omission or error of the Escrow
Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however,
be liable to the County and to holders of the Refundcd Bonds to the extent of their
respecti ve damages for negligent or willful acts, omissions or errors of the Escrow Agent
which violate or fail to comply with the terms of this Agreement. The duties and
obligations of the Escrow Agent shall be determined by the express provisions of this
Agreement.
SECTION 15. REPORTING REQUIREMENTS OF ESCROW AGENT.
As soon as practicable after October I, 2007 and each April I and October I thereafter
through and including October I, 2013, the Escrow Agent shall forward in writing to the
County a statement in detail of the activity of the Escrow Fund since the date hereof.
SECTION 16. RESIGNATION OR REMOVAL OF ESCROW AGENT.
The Escrow Agent, at the time acting hereunder, may at any time resign and be
discharged from the duties and obligations hereby created by giving not less than 15 days'
written notice to the County and mailing notice thereof, specifying the date when such
resignation will take effect, to the holders of all Refunded Bonds then outstanding, but no
such resignation shall take effect unless a successor Escrow Agent shall have been
appointed by the holders of a majority in aggregate principal amount of the Refunded
Bonds then outstanding or by the County as hereinafter provided and such successor
Escrow Agent shall have accepted such appointment, in which event such resignation
shall take effect immediately upon the appointment and acceptance of a successor Escrow
Agent.
The Escrow Agent may be replaced at any time by an instrument or concurrent
instruments in writing, delivered to the Escrow Agent and signed by either the County or
the holders of a majority in aggregate principal amount of the Refunded Bonds then
outstanding. Such instrument shall provide for the appointment of a successor Escrow
Agent, which appointment shall occur simultaneously with the removal of the Escrow
Agent.
In the event the Escrow Agent hereunder shall resign or be removed, or be
dissolved, or shall be in the course of dissolution or liquidation, or otherwise become
incapable of acting hereunder, or in case the Escrow Agent shall be taken under the
control of any public officer or officers, or of a receiver appointed by a court, a successor
may be appointed by the holders of a majority in aggregate principal amount of the
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Refunded Bonds then outstanding by an instrument or concurrent instruments in writing,
signed by such holders, or by their attorneys in fact, duly authorized in writing; provided,
nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent
to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a
maj ority in aggregate principal amount of the Refunded Bonds then outstanding in the
manner above provided, and any such temporary Escrow Agent so appointed by the
County shall immediately and without further act be superseded by the Escrow Agent so
appointed by such holders. The County shall mail notice of any such appointment made
by it at the times and in the manner described in the first paragraph of this Section 16.
In the event that no appointment of a successor Escrow Agent or a temporary
successor Escrow Agent shall have been made by such holders or the County pursuant to
the foregoing provisions of this Section 16 within 15 days after written notice of
resignation of the Escrow Agent has been given to the County, the holder of any of the
Refunded Bonds or any retiring Escrow Agent may apply to any court of competent
jurisdiction for the appointment of a successor Escrow Agent, and such court may
thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow
Agent.
In the event of replacement or resignation of the Escrow Agent, the Escrow Agent
shall remit to the County the prorated portion of prepaid fees not yet incurred or payable,
less any termination fees and expenses at the time of discharge, and shall have no further
liability hereunder and the County shall indemnify and hold harmless Escrow Agent from
any such liability, including costs or expenses incurred by Escrow Agent or its counsel.
No successor Escrow Agent shall be appointed unless such successor Escrow
Agent shall be a corporation with trust powers organized under the banking laws of the
United States or any State, and shall have at the time of appointment capital and surplus
of not less than $30,000,000.
Every successor Escrow Agent appointed hereunder shall execute, acknowledge
and deliver to its predecessor and to the County an instrument in writing accepting such
appointment hereundcr and thereupon such successor Escrow Agent, without any further
act, deed or conveyance, shall become fully vested with all the rights, immunities,
powers, trusts, duties and obligations of its predecessor; but such predecessor shall
nevertheless, on the written request of such successor Escrow Agent or the County
execute and deliver an instrument transferring to such successor Escrow Agent all the
estates, properties, rights, powers and trust of such predecessor hereunder; and every
predecessor Escrow Agent shall deliver all securities and moneys held by it to its
successor; provided, however, that before any such delivery is required to be made, all
fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in
full. Should any transfer, assignment or instrument in writing from the County be
required by any successor Escrow Agent for more fully and certainly vesting in such
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successor Escrow Agent the estates, rights, powers and duties hereby vested or intended
to be vested in the predecessor Escrow Agent, any such transfer, assignment and
instruments in writing shall, on request, be executed, acknowledged and delivered by the
County.
Any corporation into which the Escrow Agent, or any successor to it in the trusts
created by this Agreement, may be merged or converted or with which it or any successor
to it may be consolidated, or any corporation resulting from any merger, conversion,
consolidation or reorganization to which the Escrow Agent or any successor to it shall be
a party shall be the successor Escrow Agent under this Agreement without the execution
or fil ing of any paper or any other act on the part of any of the parties hereto, anything
herein to thc contrary notwithstanding.
SECTION 17. TERMINATION OF AGREEMENT. This Agreement
shall terminate when all transfers and payments required to be made by the Escrow Agent
under the provisions hereof shall have been made. Upon such termination, all moneys
remaining in the Escrow Fund shall be released to the County.
SECTION 18. GOVERNING LAW. This Agreement shall be governed by
the applicable laws of the State of Florida.
SECTION 19. SEVERABILITY. If anyone or more of the covenants or
agreements provided in this Agreement on the part of the County or the Escrow Agent to
be perfonned should be determined by a court of competent jurisdiction to be contrary to
law, such covenant or agreement shall be deemed and construed to be severable from the
remaining covenants and agreements herein contained and shall in no way affect the
validity of the remaining provisions ofthis Agreement.
SECTION 20. COUNTERPARTS. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for all purposes as one original
and shall constitute and be but one and the same instrument.
SECTION 21. NOTICES. Any notice, authorization, request or demand
required or pennitted to be given in accordance with the tenns of this Agreement shall be
in writing and sent by registered or certified mail addressed to:
Wells Fargo Bank, N.A.
30 I East Pine Street, Suite 1150
Orlando, Florida 3280 I
Attention: Corporate Trust Department
9
Collier County, Florida
3301 Tamiami Trail East
Naples, Florida 34112
Attention: Finance Director
IN WITNESS WHEREOF, the parties hereto have made and executed this
Escrow Deposit Agreement as of the date fIrst written herein.
, .';;.;;
(SEAL)
ATTEST..
Clerk, Bo
of Collier
(SEAL)
/
i' "
of County Commissioners
unty, Florida
WELLS FARGO BANK, N.A., as Escrow
Agent
By:
Authorized Signatory
oved as to fr:P1 & I(!gal sufficiency
. 0... ~."
County Alto y
10
".
SCHEDULE A
ESCROW SECURITIES
Collier County, florid",
Cash D~(ra5ancC! of the COES portion
FINAL NUMJlERS
SLGS Subscriprion Date of September 14. 2007
Type of Type or t-.-1aturity Firstlnl Po< M"
Security SLGS Date Pmt Dale Amoulll Rate Rate
Sep21.2001, I
SLG Note 10/0112008 04iOli2008 99,724 4.110% 4,110%
SLG Note 04/01/2009 04/0ln008 3,239 4.040% 't040%
Sl.G Note 10'01.'2009 ()tIiOI/2oo8 103.305 3,980% 3.980%
Sl.G NOIC 04!0112010 04/0112008 4.110 3.9900/0 3.990%
SLG NOle 10/0112010 04/0112008 109.192 4.010% 4.010%
SLG NOte 04'01.12011 04/01/2008 4,675 4.030% 4.030%
Sl.G Note 10/011201 , 04/01/2008 109.170 4.060% 4.060%
Sl.G Note 04/01/2012 04/0112008 5.291 4.090% 4.090%
SLG NOle lO/O1/2012 04/01/2008 11 5~400 4.120% 4.120%
SLG Note 04/0112013 04/0112008 S.8S2 4.150% 4.150%
SLG Note 1010112013 04/0112008 3,750,973 4.180% 4.180%
4,311.531
A-I
SCHEDULE B
SERIES 2003 BONDS TO BE REFUNDED AND
DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS
Collier Counry. Florida
Capital Improve.ment Revellue and Refunding Bonds. Series 2003
Debt Service
Rtquiremcn~
of the
Coupon Dereas<d Bond.
Date Principal ROle lnrercst \0 Early RedemptiOl1
10101/07 595.000.00 2.000% 593.031.25 S188.031.25
04/0 1/1)8 92.081.25 92,081.25
10/01/08 100.000.00 2.250% 92.081.25 192.081.25
04101/09 90.956.25 90.956.25
10101/09 100.00000 2.500% 9l~956.25 190.956.25
04/01/10 89.706.25 89.706.25
10101110 105.000.00 3.250% 89.706.25 194.706.25
04/01111 88.000.00 88.000.00
101ll1l11 I,U5.000.00 3.250% 8B.000.00 193.000.00
04101112 86.293.75 86.293.75
1()/01l12 11 0.000.00 3.500% B6.293.75 196.293.75
04/01113 B4.368.75 84.368.75
10101/13 3,745.000.00 . &4,36&.75 3.829.368.75
S4.360.000.00 $1.155.843.75 $5,515.843.75
.
Coupon rates art M shown in the Debt Sel'vice Requiremell\s of the
Ddea.'!.ed Bond') lO Manui!)'.
B-1
SCHEDULE C
FORM OF NOTICE OF DEFEASANCE
FOR REFUNDED SERIES 2003 BONDS
Notice is hereby given pursuant to Resolution No. 85-107 adopted on April 30,
1985 by the Board of County Commissioners of Collier County, Florida, as amended and
supplemented (collectively, the "Bond Resolution"), that the portion of the outstanding
Collier County, Florida Capital Improvement and Refunding Revenue Bonds, Series
2003 (the "Series 2003 Bonds") described below (the "Refunded Bonds") are deemed to
be paid within the meaning of the Bond Resolution and shall no longer be secured from
the revenues and other moneys and funds and accounts provided in the Bond Resolution
and shall be secured solely from the irrevocable deposit of cash and U.S. Treasury
obligations made by the County with Wells Fargo Bank, N.A., as Escrow Agent, in
accordance with Section 27 of the Bond Resolution. The Refunded Bonds maturing on
or after October I, 2014 shall be redeemed on October I, 2013. The Refunded Bonds
shall be payable at the offices of the paying agent for the Refunded Bonds (The Bank of
New York Trust Company, N.A.).
The Refunded Bonds consist of the following principal amounts of the maturities
described below:
Maturity Principal Amount
(October I) To Be Refunded CUSIP Nos(1).
2007 $ 95,000 194632LXl
2008 100,000 194632L Y9
2009 100,000 194632LZ6
2010 105,000 I 94632MAO
2011 105,000 I 94632MB8
2012 11 0,000 I 94632MC6
2013 115,000 I 94632MD4
2014 120,000 I 94632ME2
2015 120,000 194632MF9
2016 125,000 I 94632MG7
2017 130,000 I 94632MH5
2018 140,000 I 94632MJl
2019 145,000 I 94632MK8
2020 150,000 194632ML6
2021 155,000 I 94632MM4
2022 165,000 194632MN2
2023 170,000 I 94632MP7
C-I
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
180,000
185,000
195,000
205,000
215,000(2)
225 000(2)
,
235,000(3)
245 000(3)
,
255,000(3)
270,000(3)
I 94632MQ5
I 94632MR3
I 94632MSl
I 94632MT9
I 94632MU6
I 94632MV4
Any Series 2003 Bonds not listed are not deemed to be refunded.
(I~ew numbers which replaced initial CUSIP numbers.
(2)Represents that portion of the amortization installment amount for 2029 Term
Bond being redeemed in such year.
(J)Represents that portion of the amortization installment amount for 2033 Term
Bond being redeemed in such year.
C-2
SCHEDULE D
FORM OF REDEMPTION NOTICE
NOTICE OF REDEMPTION
COLLIER COUNTY, FLORIDA
CAPITAL IMPROVEMENT AND REFUNDING
REVENUE BONDS, SERIES 2003
DATED OCTOBER 1,2003
NOTICE IS HEREBY GIVEN, on behalf of Collier County, Florida (the
"County") that the Collier County, Florida Capital Improvement and Rcfunding Revenue
Bonds, Series 2003, dated October I, 2003 (the "Bonds") will be redeemed on October I,
2013 at the redemption price of the principal amount of each Bond to be redeemed
together with interest accrued thereon to the redemption date.
The Bonds to be redeemed are:
Maturity
(October 1)
Principal
Amount
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
$120,000
120,000
125,000
130,000
140,000
145,000
150,000
155,000
165,000
170,000
180,000
185,000
195,000
205,000
215,000(2)
225 ooot2)
,
235 000(3)
,
245,000(3)
255 000(3)
,
270,000(3)
CUSIP No.(I)
I 94632ME2
194632MF9
I 94632MG7
194632MH5
I 94632MJl
I 94632MK8
194632ML6
194632MM4
I 94632MN2
I 94632MP7
194632MQ5
194632MR3
194632MSI
194632MT9
194632MU6
I 94632MV4
\1)New numbers which replaced initial CUSIP numbers.
(2)Represents that portion of the amortization installment amount for 2029 Term
Bond being redeemed in such year.
D-I
(3)Represents that portion of the amortization installment amount for 2033 Tenn
Bond being redeemed in such year.
Payment of the redemption price of such Bonds will be made on or after such
redemption date at the office of The Bank of New York Trust Company, N.A., the paying
agent for the Bonds upon surrendcr thereof. Interest on such Bonds will cease to accrue
from and after such rcdemption date.
All holders submitting Bonds for redemption must submit a completed Internal
Revenue Form W-9. Failure to do so will result in a 31% backup withholding from
payment pursuant to the Interest and Dividend Tax Compliance Act of 1983.
The CUSIP numbers are included in this notice solely for the convenience of
bondholders. The County and the paying agent are not responsible for the use of the
CUSIP number and do not make any representation as to its correctness.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
D-2
CERTIFICATE OF COLLffiR COUNTY, FLORIDA
The undersigned, Chairman of the Board of County Commissioners of Collier
County, Florida, hereby directs The Bank of New York Trust Company, N.A., as paying
agent and bond registrar for the Collier County, Florida Capital Improvement and
Refunding Revenue Bonds, Series 2003 (the "Bonds") to send out a Notice of Defeasance
(the "Notice") for the Bonds being refunded pursuant to the hereinafter defined Escrow
Deposit Agreement. The form of said Notice shall be as set out in that certain Escrow
Deposit Agreement, dated as of September 21, 2007, between the County and Wells
Fargo Bank, N.A. (the "Escrow Deposit Agreement").
Dated this 21 'I day of September, 2007.
ear
mIssioners