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Resolution 1989-161 NORrE NAPLES ROADWAY MUNICIPAL SERVICE TAXING AND B!NEFIT UNIT SPECIAL ASSESSMENT PROJECT BOND, SERIES 1989 RESOLUTION I '" .) . .' I .'. << , 'I. . . . COLLT.ER COUNTY, FLORIDA RESOLUTION 89-161 ADOPTEU JULY 18, 198. P~/~-fr.1 00020 . ' I . - . I '.. . . 7- / f-8'f .t4..;. . .. " " . << , "' SECTION 1. 01. SECTION 1. 02. SECTION 1. 03. SECTION 1. 04. SECTION 1. 05. SECTION 2.01. SECTION 2.02. SECTION 2. OJ. SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. 7-ji-ir TABLE OF CONTENTS ~ ARTICLE I GENERAL DEFINITIONS. . . . . . . . . . . . AUTHORITY FOR RESOLUTION. .... RESOLUTION TO CONSTITUTE CONTRACT. FINDINGS. .......... AUTHORIZATION OF 1989 PROJECT. . . . 1 10 10 10 11 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BOND kUTHORIZATION AND DESCRIPTION OF THE BOND. EXECUTION OF BOND. . . . . REGISTRATION OF BOND . . . . . . BONO MUTILATED, DESTROYED, STOLEN OR LOST. PROVISIONS FOR REDEMPTION. . . . . . APPLICATION OF DISBURSEMENT IDIDER THE INDENTURE. . FORM OF BOND. ............ . . . 12 12 12 13 13 13 14 ARTICLE III SECURITY, SPECIAL Fm/DS AND APPLICATION THEREOF SECTION 3.01- BOND NOT TO BE INDEBTEDNESS OF ISSUER. 20 SECTION 3.02. SECURITY FOR BOND. . . 20 SECTION 3.03. CONSTRUCTION Fm/D. . . . . . . . . . 20 SECTION 3.04. Pm/OS AND ACCOm/TS. . . . . . 21 SECTION 3.05. FLOW OF Fm/DS. . . . . . . . . . . . . 22 SECTION 3.06. COVENANT TO l\UDGET AND APPROPRIATE. . . 23 SECTION 3.07. INVESTMENTS. . . . . 24 SECTION 3.08. SEPARATE ACCOm/TS. . . . . . . . . . . 25 ARTICLE IV OTHER OBLIGATIONS PAYABLE FROM PLEDGED REVENUES; COVENANTS OF THE ISSUER SECTION 4.01. BOOKS AND RECORDS. SECTION 4.02. ANNUAL AUDIT. . 26 26 . . . . i f9~ fa. ./9. a.- 00021 . .-.~ ;i i ~ ::;: 'Iii! ':i .1' , -~ ~ . --:.",f '-':,~, .~. '" 11 . '1~ ,;;;. iii. ;~ A'r ,il ",;J~ 1~ ~ .~7l: ')~ ~ i; ~~. j , '~t~ /I~ . :~.~" . .,~ :: ,{ ", j ~.J A~ "';ok! ;:~' 'I.~~. 7-/f-Pf ;-,. il ~. 11 SECTION 4.03. NO IMPAIRMENT. . . . . . . . . . . . . . . . . 26 .'. t SECTION 4.04. FEDERAL INCOME TAX COVENANTS. . . . . . . . 26 ....,f SECTION 4.05. ENFORCEMENT OF PAYMENT OF SPECIAL ASSESSMENT "J PROCEEDS. . . . . . . . . . . . . . . . 27 SECTION 4.06. DELINQUENT ASSESSMENTS WHICH ARE NOT COLLECTED BY TAX ROLL COLLECTION METHOD. . . . . . . 27 SECTION 4.07. DELINQUENT ASSESSMENTS COLLECTED PURSUANT TO TAX ROLL COLLECTION METHOD. 28 SECTION 4.08. RE-ASSESSMENTS. . . . . . . 28 SECTION 4.09. TAX ROLL COLLECTION METHOD. 28 SECTION 4.10. OTHER MONEYS. . . . . 28 ,/ , ARTICLE V ---~ DEFAULTS AND REMEDIES . . _ . '~"i~ -.-;~l-' '~f SECTION 5.01. EVENTS OF DEFAULT. . 29 .~~ SECTION 5.02. REMEDIES. . . . . . 29 ~J' SECTION 5.03. REMEDIES CUMULATIVE. . 29 . , SECTION 5.04. IJAIVER OF DEFAULT. . 29 SECTION 5.05. C':>NTROL BY INSURER. 30 SECTION 5.06. ADDITIONAL PROVISIONS RELATING TO THE ~ . INSURER. . . . . . . . . . . . . 30 . oj' :,~ ARTICLE VI :1 . SUPPLEMENTAL RESOLUTIONS SECTION 6.01- SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDER'S fa " CONSENT. " .'f. . . . . . . . . . . . . . . . . 31 '~<' SECTION 6.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDER'S ,i,~ . CONSENT. . . . . . . . . . . . . . . . 31 SECTION 6.03. AMENDMENT WITH CONSENT OF INSURER ONLY. 32 ARTICLE VII MISCELLANEOUS SECTION 7.01. DEFEASANCE. . . . . . . . . . . . . . . . 33 SECTION 7.02. SALE OF BOND. . . . . . . . . . . . . . . . 33 , SECTION 7.03. VALIDATION AUTHORIZED. 33 ..';,:: . . ." . . . . . . , SECTION 7.04. SEVERABILITY OF INVALID PROVISIONS. . 34 . SECTION 7.05. REPEALING CLAUSE. . . . .. . . . . . 34 SECTION 7.06. EFFECTIVE DATE. . . . . . . . . . . . . 34 EXHIBIT A Description of 1989 Project. A-1 EXHIBIT B Terms of Bond. . . . . . . . . . B-1 ii J9a-~/<~-;4. -3 00022 1- /f'-?'1 :i .~ ~ill ;,~ :"'. " , RESOLUTION NO. A RESOLUTION AUTHORIZING THE ISSUANCE BY COLLIER COUNTY, FLORIDA OF $12,245,000 IN PRINCIPAL AMOUNT OF ITS NORTH NAPLES ROADWAY MmlICIPAL SERVICE TAXING AND BENEFIT UNIT SPECIAL ASSESSMENT PROJECT BOND, SERIES 1989, IN ORDER TO FINANCE THE COST OF THE ACQUISITION illiD CONSTRUCTION OF VARIOUS IMPROVEMENTS WITHIN THE NORTH NAPLES ROADWAY MmlICIPAL SERVICE TAXING AND BENEFIT m/IT; PLEDGING THE MONEYS RECEIVED FROM SPECIAL ASSESSMENTS UPON PROPERTY BENEFITTED WITHIN SAID UNIT BY THE AFOREMENTIONED IMPROVEMENTS TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST 011 SAID BOND; COVENANTING TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON-AD VALOREM Fm/DS TO PAY THE BOND IN THE EVENT THE SPECIAL ASSESSMENTS ARE INADEQUATE FOR SUCH PURPOSE; PROVIDING FOR THE RIGHTS OF THE HOLDER OF SAID BOND; AND PROVIDING FOR AN EFFECTIVE DATE FOR THIS RESOLUTION. -- ~=-4 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDJI., Jl.CTING ON ITS OWN BEIlALF JI.NI) Jl.S '!HE GOVERNING BODY OF THE NORTH NJl.PLES ROADWAY MUNICIPAL SERVICE TAXING AND BENEFIT UNIT, Jl.S FOLLOWS I ARTICLE I . '~ tt )'-' .::ji: , '.'1> .;t 'tic " GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: . "Jl.ct" shall mean Chaptet" 125, Florida statutes, the Ordinance, the Assessment Resolutions ar;,\ other applicable provisions of law. "Jl.ct of Bankruptcy" shall mean (1). the Issuer shall be adjudicated a bankrupt or become subject to an order for relief under federal bankruptcy law, (2) the Issuer shall institute any proceedings seeking an order for relief under federal bankruptcy law or seeking to be adjudicated a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy or insolvenc~. (3) there shall be appointed a receiver, liquidator or similar official for the Issuer under any law relating to bankruptcy or insolvency, or (4) without r 9~ f€V /01" /to ~ ()OO~Z3 , ... "," I . . ; . ,", ,.... " , . , . " , ~ ~ ;~ I . 1- /f'- 'i'') the application, approval or consent of the Issuer, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Issuer, or a proceeding described in (2) above shall be instituted against the Issuer, and such appointment continues undischarged or such proceedir.~ continues undismissed or unstayed for a period of thirty (30) consecutive days. The mere declaration of a state of financial emergency under Section 218.503, Florida Statutes, shall not, 1n and of itself, constitute an Act of Bankruptcy. ~ .1:", ,~ >~ "Annual DlIbt s.rvic." shall mean, at any time, the aggregate amount in the then current Fiscal Year of (1) interest required to be paid on the Bond during such Fiscal Year, except to the extent that such interest is to be paid from deposits in the Interest Account made from disbursements made from the Project Fund held under the Indenture, and (2) principal of the Bond maturing in such Fiscal Year. - ..~... -....~,. "AslJ.8IIm.nt Account.. shall mean the separate account in the Revenue Fund established pursuant to Section 3.04 hereof. "Ass...ment R.solutions" shall mean Resolution No. 89-142 of the Issuer, adopted on June 6, 1989, Resolution No. 89-143 of the Issuer, adopted on June 6, 1989, Resolution No. 89-157 of the Issuer, adopted on July 6, 1989, and the resolution of the Issuer described in section 6(10) of the Ordinance to be adopted subsequent to the completion of the 1989 Project, each as amended and supplemented. ..A.....m.nts" shi!:ll mean the special assessments lawfully levied by the Issuer in accordance with the Act against properties specially benefited by the acquisition and construction of the 1989 Project. "Authoriz.d Inve.tments" shall mean any of the following, if and to the extent that the same are at the time legal for investcent of funds of the Issuer: (1) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or obligations the principal of and interest o~ which are unconditionally guaranteed by the United States of America. (2) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of tho following foderal agencies and provided such obligations are backed by the full faith and credit of the United states of America: A. U.S. Export-Import Baill:: Direct obligations or fully guaranteed certificates of beneficial ownership. 2 e~ /.;J-It. S 0002-1 .'; ~ 1:1;. .."., :"{'~ ~y tr <~ ~" .t~ ~,:: . .~i> J~' " 1-/9-;9 B. Farmers Home Administration: beneficial ownership C. Federal Financing Bank D. Federal Housing Administration Debentures Certificates of E. General Services Administration: certificates Participation F. Government National Mortgage Association ("GNMA"): GNMA - guaranteed mortgage-backed bonds; GNMA - guaranteed pass-through obligations G. U.S. Maritime Administration: Guaranteed Title XI financing H. New Communities Debentures: guaranteed debentures U.S. government I. U.S. Public Housing Notes and Bonds: government guaranteed public housing notes and bonds J. U.S. Department of Housing and Urban Development: Project lIotes; Local Authority Notes u.s. (3) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following U.S. government agencies (non-full faith and credit agp.ncies): A. Federal Home Loan Bank System: obligations B. Feder~l Home Loan Mortgage Corporation: Participation Certificates; Senior debt obligationn Senior debt C. Federal National Mor.tgage Association: Mortgage- backed securities and senior debt obligations D. Student Loan Mark<;lting Association; obligations (4) Money market funds registered under the Federal Investment COKpany Act of 1940, whose ohares are registered under the Federal Securities Act of 1933, and having a rating by S&P ot AAAl!l-G, AAAl!l, or AAm. Senior debt (5) certificates of deposit secured at all times by collateral described in (1) and/or (2) above. Such certiticates must be issued by commercial banks, savings and loan associations or mutual savings banks., The collateral must be held by a third 3 B~/d.-Il. b 00025 1,,- "1.'~. ., '1' " .'-';~, ~ ., j, "t ~ " ;!:: 't , o. t~ ,~'f. " .' '. -:t.~ -....:;"': - _";.f ~.:} " ';;;1 , ., .,?~ .~, , ;7 , " ~ ". f , ." ~:~J :~ I . 'I' . . , \ 1 - .~ \'.. r " . '. . I.. II 1- /f'- cPr I'.," ',' party and the Bondholder must have a perfected first security interest in the collateral. (6) Certificates of deposit, savings accounts, accounts or money market deposits which are fully insured or FSLIC. deposit by FDIC (7) Investment Agreements, including GIC's, acceptable to the Insurer. (8) COllllllercial paper rated, at the time of purchase, "Prime- 1" by Moody'S or "A-l" or better by S&P. (9) Bonds or notes issued by any state or municipality which are rated by Moody's or S&P in one of the two highest rating categories assigned by such agencies. (10) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed ob'.igation rating of "P~:Llle-l" or "A3" or better by Moody's and "A-l" or "A" or better by S&P. (11) Repurchase agreements providing for the transfer of securities from a dealer bank or securities firm to the Issuer, and the transfer of cash from the Issuer to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Issuer in exchange for the securities at a specified date. Repurchase agreements ("Repos") must satisfy the following criteria or be approved by the Insurer. A. Repos must be between the Issuer and a dealer bank or securities firm which is either a (i) primary dealer on the Federal Reserve Reporting dealer list, or (ii) bank rated "A" or above by S&P and Moody's. B. The written repo contract must include the following: (i) Securiti~s which are acceptable for transfer are: (a) direct u.s. gover~ents, or (b) federal agencies, backed by the full faith and credit of the U.S. government. (ii) The term of the repo may be up to 30 d~ys. (iii) The collateral must be delivered to the Issuer or third party acting as agent before/simultaneous with 4 (9~/d."',4. 7 0002G , it " ~. .~ . ~~ -, '-f? ,.."l>l , ~', ;Ji .f: ..i1 00 .,':.' .x:', ... . -:.. , J ,;i~' .\lJ ','-\ " "l:' ':-'~l J~ ;;1 I . '. .-.... iii - I 1/. 1'1 I ; t . '7- IR.. r9 payment (perfection by possession of certificated securities) . (iv) The securities must be valued weekly, marked- to-market at current market price plus accrued interest and the value of collateral must be equal to 102\ of the amount of cash transferred by the Issuer to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 102\ of the value of the cash transferred by Issuer, then additional cash and/or acceptable securities must be transferred. 1,,,,,,,,,,,>:, ." , .'.," '~ ; ~~. c. Legal opinion which must be delivered to the Issuer which states in substance that repo meets guidelines under State law for legal investment of public funds. '. (12) Units of pr.rticipation in the Locn1 Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statute.., or any similar cOlllJllon trust fund which is established pursuant to State law as a legal depository of public moneys. .x;' -....~; (13) Any other investments authorized by the laws of the state which shall be permitted by the Insurer. "Authorized Issuer Officer" shall mean the Administrator of the Issuer, or his assignee, and when used in reference to any act or document also means any other person authorized by resolution of the Issuer to perform such act or sign such document. "Board" shall mean the Board of County Commissioners of Collier County, Florida, acting on its 0",," behalf and as the Governing Body of the Unit. "Bond Counsel" shall mean Nabors, Giblin, steffens & Nickerson, P.A., or any other attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United states of America. "Bondholder", "Bolder", "holder" or "registerea owner" or any similar term, when used with reference to the Bond, shall mean the registered o"<<ner of the Bond. The Holder of the Bond shall always be the Trustee. "Bond" shall mean the Collier County, Florida North Naples Roadway Municipal Service Taxing and Benefit Unit Special Assessment Project Bond, Series 1989, issued pursuant to this Resolution. 5 f9~/~-A.1' ~"., -i!' .:~} 00027 (. " c I., .... , , . II. . , . I, " · "Chairman" shall mean the Chairman of the Board, acting on behalf of the Board and the Governing Body of the Unit, and such other person as may be duly authorized to act on his or her behalf. "Clerk" shall mean the Clerk of the Board, acting on behalf of the Board and the Governing Body of the Unit, or such other person as may be duly authorized to act on his or her behalf. , i? "Code" shall mean the Internal Revenue Code of 1954, as amended, and the regulations, procedures and rules thereunder in effect or proposed. "Constructicn Fund" Municipal service Taxing Project Bond, Series 1989 to section 3.03 hereof. shall mean the North Naples Roadway and Benefit unit Special Assessment Construction Fund established pursuant, - -x' -....;:.' "Ccst" or "Costs", as the same relates to the 1989 Project, ..hall mean, to the extent permitted by the Act, (1) the cost of physical constru~tion, reconstruction or completion, (2) the cost of acquisition or purchase, (3) the cost of all labor, materials, machinery and equipment, (4) the cost of land and ir.terests therein, property rights, easements and franchises of any nature whatsoever, (5) the cost of any indemnity and surety bonds and premiwns for insurance during construction, (6) all interest due to be paid on the Bond and other obligations relating to the 1989 project during the period of construction and for one year subsequent to completion of acquisition and construction, (7) engineering, financial, legal and other cons~ltant fees and expenses, (8) the cost of plans and specifications, construction plans, surveys and estimates of costs, (9) costs and expenses of audits, fees and expenses of the paying Agent and Registrar, (10) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any interim or temporary indebtedness incurred for any portion of the 1989 Project, (11) costs and expenses related to the issuance of the Bond, (12) costs related to collection of the Assessments, and (13) any other costs and expenses properly attributable to acquisition or construction of the 1989 Project, and such other expenses as may be necessary or incidental to the issuance of the Bond; and shall include reimbursement to the Issuer or any other Person, for any moneys advanced for any costs incurr~d by the Issuer or such Person, in connection with any such items of cost. Any Supplemental Resolution may provide for additional items. to be included in the aforesaid Costs. "Debt service Fund" Municipal Service Taxing Project Bond, Series 1989 to Section 3.04 hereof. shall mean the North Naples Roadway and Benefit Unit special Assessment Debt Service Fund established pursuant 6 ,;':~, :il'l ".\ , :' :~ '. ., ."It; ~ ',(,.. ..9,,- ~"/d.-/1. 9 ',' oom~8 . ' : ~ .:1 . J . , ,- , . " .... , I . . "." "_.__..~,~..,-,-, '"-~-_._-",~_." ~,,-,--',--,-~-,,-'._--.--,._",-,~~,- ,'-,..,,",,~...,-~, .~".",~-,."--,,,-,.,~ ..."~".'-'..,"". . " .' I 'I. '," '., ) , , . - ~ ~ ~ ~". I I i' ' . . I .' . . 7-- If- f'lj "D.linqu.nt A.....ment." shall mean, collectively, (1) in the case of Assessments not collected pursuant to the Tax Roll Collection Method, any and all installments of any Assessments which are not paid within thirty (30) days of the date on which the bill for such Assessment installment is sent by the Issuer, and, (2) in the case of Assessments collected pursuant to the Tax Roll Collection Method, any and all installments of any Assessments which are not paid when due in accordance with applicable law. '0:;.' ,,~ ....,. . "Ev.nt ot D.tault" shall mean any Event of Default specified in section 5.01 of this Resolution. "Exp.n.e Account" shall mean the separate account in the Revenue Fund established pursuant to Section 3.04 hereot. .:r.~ --".::" "l"i.cal Year" shall mean the period commencing on October 1 of each year and continuing through the next ~ucceeding september 30, or such other periOd as may be prescribed by law. "In~enture" shall mean that certain Indenture of Trust, dated August 14, 1986, as amended and supplemented, by and between the county and Sun Bank, National Association, as Trustee, securing the Bond. "In.urer" or "KBIA" shall mean the Municipal Bond Investors Assurance Corporation, or any successor thereto. "Intere.t Account" shall mean the separate account of the Debt Service Fund established pursuant to Section 3.04 hereot. "I..uer" shall mean Collier County, Florida, and any successor thereto. "Haxim'lJIl Annual Debt service" shall mean the largest aggregate amount of the Annual Debt Service becoming due in any Fiscal Year in which the Bond is outstanding, excluding all Fiscal Years which shall have ended prior to the Fiscal Year in which the Maximum Annual Debt Service shall at any time be computed. "KBIA Sub-Serie. Five BQn~s" shall have the meaning prescribed therefor by the Indenture. ..Hoody.... shall mean Moody's Investors Service, and any assigns or successors thereto. "1989 project.. shall mean the acquisition and construction ot certain roadway and utility improvements within the Unit, all as more particularly set forth in the plans and specitications on tile or to be on file with the Issuer, as the same may be moditied or amended from time to time. A general description ot the 1989 Project is provided in Exhibit A attached hereto. :.n- 7 J9 ~/d). -11. I ~ U0029 -::{: . "..~ " u .S :~.r' 7-/~- rt'l "Non-Ad Valorem Funds" shall mean all revenues of the Issuer derived from any source whatsoever other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein, but only after provision has been made by the Issuer for the payment of all essential or legally mandated services. "Ordinance" shall mean Ordinance No. 86-40 of the Issuer, enacted on August 5, 1986, as amended and supplemented. "paying Agent" shall mean the paying agent for the Bond appointed by or pursuant to this Resolution and its successor or assigns, and any other Person which may at any time be substituted in its place pursuant to this Resolution. "Payment Dates" shall April 1 and October 1 of each year. The final Payment Date shall be August 1, 2016, unless the ,Bond is earlier redeemed or paid. - :~ "Pareon" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated urganization or governmental entity. "Pledged Revenues" shall mean (1) the special Assessments Proceeds, and (2) until applied in accordance with the provisions of this Resolution, all moneys, including investments thereof, in the funds and accounts established hereunder. "Prepaymente" shall mean any Assessments, or portions thereof, which, in conformance with the terms of the Ordinance and the Assessment Resolutions, shall be paid to the Issuer prior to.the time the some becomes due. "Principal Account" shall mean the separate account in the Debt Service Fund established pursuant to section 3.04 hereof. "Redemption Account" shall mean the separate account of the Debt Service Fund established pursuant to section 3.04 hereof. "Redemption i'rice" shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if a~y, payable upon redemption thereof pursuant to such Bond or this Resolution. "Refunding securi tie." Obligations. "Reghtrar" shall mean the registrar for the Bond appointed by or pursuant to Supplemental Resolution and its successors and acsigns, and any other Person which may at any time be substituted in its place pursuant to Supplemental Resolution. shall mean' the united States 8 '.' 'l'~ .,' :10 ,'11 '."j( "-=--:. ,.... '..~ \9~/~-11.11 00030 7-/~. 99 ,;" "R...rv. Account" shall mean the separate account in tho Debt Service Fund established pursuant to section 3.04 hereof. ~~~ "... " ~ ''! } "R...rv. Account R.quir.ment" shall mean, as of any date of calculation, an amount equal to the lesser of (1) Maximum Annual Debt Service for the Bond, or (2) one hundred twenty-five percent (125\) of the average annual debt service for the Bond. "R..olution" shall mean this Resolution, as the same may from time to time be amended, modified or supplnmented by Supplemental Resolution. '-,< "R.venu. Fund" chall mean the North Naples Roadway Municipal Service Taxing and Benefit unit Special Assessment project Bond, Series 1989 Revenue Fund established pursuant to Section 3.04 hereof. .~ -.." ..-' "Special A....sment Proceeds" shall mean the proceeds of the hssessments lawfully collected by the Issuer, including the interest and penal ties on such AssessmentG. Special Assessment Proceeds shall include moneys lawfully received by the Issuer on account of coll,ction of Delinquent Assessments and Prepayments. special Assessment Proceeds shall also include proceeds of any re- assessment pursuant to Section 4.08 hereof and any other amounts made available by the Issuer pursuant to section 4.10 hereof. "s,p" shall mean Standard and Poor I s Corporation, and any assigns and successors thereto. "Stilt... shall mean the State of Florida. "SupplOlll.ntal R..olution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of sections 6.01, 6.02 and 6.03 hereof. "Tax Roll Coll.ction K.thod" shall mean the collection of Assessments in the same manner as ad valorem taxes pursuant to Section 197.3632, Florida statutes, or any successor provision thereto. ..i'ru.t.... shall mean Sun Bank, National Association, in its capacity as Trustee under the Indenture, and any successor thereto. "unit.. shall mean the North Naples Roa'dway Municipal Service Taxing and Benefit Unit, and any successor thereto. "unit.d statu Obligation." shall mean noncallable obligations described in paragraph (1) of the definition of "Authorized Investments." ,1, 9 .::h; '~,'..i'~' '. ",; .,'~ : ) ",{ 9~/~-/1./~ " '. 00031 :;.ti '1'('>. ~/! :~Pl. ....... ,". ~. , , , . "{':. 1 i .. -' " . . , ~: ~ " , , 'fi 1-/~" P1 The terms "herein," "hereunder," "hereby," "hereto," "hereof," and eny similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the masculine gender include every other. gender. Words importing the singular number include the plural numbel, and vice versa. SECTION 1.02. AUTHORITY FOR RESOLUTIo~r. This Resolution is adopted pursuant to the provisions of the Act. SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Bond, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holder of the Bond, and shall be deemed to be and shall constitute a contract between the Issuer and the Holder of the Bond. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the benefit, protection and security of the Holder of the Bond. 8ECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared that: (A) The Issuer has infrastructure needs and requirements in the form of the 1989 Project which must be acquired and constructed in order to maintain and protect the health and welfare of 'the citizens in the Unit. (B) The Issuer has previously issued its capital Improvement Program Revenue Bonds, Series 1986, Bi-Modal Multi-Term Format (BMTF) (the "capital Improvement Program Revenue Bonds"), which Capital Improvement Program Revenue Bonds are secured pursuant to the Indenture. The Indenture provides for the disbursement of proceeds held thereunder to the Issuer to pay the Costs of Capital Projects (as defined in the Ind~nture) upon compliance with the terms of the Indenture. (C) There is hereby authorized the acquisition and construction of the 1989 Project. Such, 1989 Project IIhall be financed, in part, from a disbursement of proceeds held under the Indenture and the issuance of the Bond authorized hereunder and delivered to the Trustee. (D) The principal of, Redemption Price, if applicable, and interest on the Bond shall be paid from the Pledged Revenues and Non-Ad Valorem Funds as provided herein. The Issuer shall never use or be required to use any ad valorem taxes for the payment of 10 .9~/o1-(t./..3 00032 ,,/, '<:~'~ :1~ ~ 'k .r .J. .~ ....' '~ ./ lit' "J 1 , _..:~, 'r'. " '~ ,i ;jt~ll j.~ <,k~ c', ~,. ,~. ~i " .~,. i '~'_ ) . .' ' ",I, C .- . i, " . , \ " \.. . ~ . I', "'.' 1<< I,' ". " '. . . l. . f 7-/'1- iff the Bond. The Bond shall not constitute a direct obligation of the Issuer or a pledge of its faith and credit, nor shall the Bondholder have any lien or encumbrance on any property in the Issuer, including the 1989 Project, other than the Pledged Revenues. ~." J:.;, ~ -,1 , SECTION 1.05. AUTHORIZATION OF 1989 PROJECT. The Issuer does her9by nuthorize the acquisition and construction of the 1989 Project. , . il '::f'Y '~ ',il <,,! .~i . Ii; ,"it, "j*!' :,.~ 'j i S~ ~~ ~ ~1' ;, .~ '~. ,J ,~ 11 \d ,~.~ .~ 11 -9~/~-19. /~ 00033 ';:, { ",,,,,._~..,,..~_~~_~....~,...~...._",.,>.~.~,.__w.....-~,,,,--~.___,_~.'__~~'~'~'"_.N~."'~' ...~_"...~,"'_~_";'" _"__"~"'_..,~_".,.._~., 1-/i.?'1 ARTICLE II AUTHORIZATION, TERMS, EXECUTION AND REGI8TRATION OF BOND SECTION 2.01. AUTHORIZATION AND DESCRIPTION 07 THE BOND. The Issuer hereby determines to issue a Bond in an aggregate principal amount of $12,245,000 to be known as the "Collier County, Florida North Naples Roadway Municipal Service Taxing tlnd Benefit Unit special Assessment project Bond, Series 1989," for the principal purpose of providing financing for the acquisition and construction of the 1999 project. The Bond shall be dated as of the date of its delivery, shall be issued as a fully registered bond in the denomination of $12,245,000, shall be numbered R-l, and shall bear interest from its date. Interest and all principal installments payable on the Bond (except the final principal installment) shall be payable to the registered owner by check, draft or wire, in lawful money of the United Stat"s of America, received by the registered owner at its address as it appears on the registration books of the Issuer on the day preceding such payment date. The final principal installment of the Bond shall be payable in lawful moneys of the Uni ted States of America upon presentment to the Issuer at the office of the Clerk. Interest on the Bond shall be computed upon the basis of a 360-day year, consisting of twelve 30-day months. The Bond shall be initially delivered to Sun Bank, National Association, as the registered owner, to be held in trust for the benefit of the holders of the Capital Improvement Program Revenue Bonds. The Clerk shall be Paying Agent and Registrar for the Bond. The Bond shall contain the terms and provisions provided in Exhibit B hereto. SECTION 2.02. EXECUTION 07 BOND. The Bond shall be executed in the name of the Issuer by the Chairman of the Board and attested by the Clerk of the Board, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. In case anyone or more of the officers who shall have signed or sealed the Bond shall cease to be such officer of the lasuer before the Bond so signed and sealed shall have been actually sold and delivered, such Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sea'led such Bond had not ceased to hold such office. 8ECTION 2.03. REGI8TRATION 07 BOND. So long as the Bond remains outstanding, the Issuer shall maintain and keep the address of the registered owner of the Bond. 12 9 ~/~ -/I. IS 0003-1 .-;; J, ;~~j ,~ _.::~ . . ;. " ~""~ "J.: . -;'~ ;'i j'(;, . ~ ; . . I I. " . . . j. ,,) . . , 1 't. I , " .' .. I . 7-/r-f1 The Issuer may deem and treat the regiBtered owner as the absolute o~ner of the Bond, ~hether the Bond shall be overdue or not, for the purpose of receiving payment of, c,r on account of, the principal of and interest on the Bond and for all other purposes, and all such payments so made to any such registered o~ner or upon his order shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the Bum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. The Bond shall be transferable only on the books of the Issuer, at the office of the Clerk, under such reasonable regu1atio~~ as the Issuer may prescribe, by the registered owner thereof in person or by his attorney duly authorized in writing upon Burrend..r thereof together with a written instrument of transfer satisfactory to the Clerk, duly executed and guaranteed by the registered owner or his duly authorized attorney; provided; that such Bond may be transferred only to a successor Trustee under the Indenture:. Upon the transfer of the Bond, the Issuer shall issue in the: name of the transferee a ne~ Bond of the same principal amount and maturity as the surrendered Bond. SECTION 2.01. BOND MUTILATED, DESTROYED, STOLEN OR LOST. In case the Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer shall issue and deliver a new Bond of like tenor as the Bond (;0 mutilated, destroyed, stolen or lost, in exchange and substitution for the mutilated Bond, upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the registered o~ner furnishing proof of his ownership and the loss thereof (if lost, stolen or destroyed) and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer may prescribe and paying such expense as the Issuer may incur. IlECTION 2.05. PROVISIONS FOR REDEMPTION. The Bond or any portion thereof shall be subject to redemption prior to its maturity at such times and in such manner as shall be provided in Exhibit B attached hereto. Notice of such redemption shall, ct least 33 day" prior to the redemption date, be filed with the Trustee. IlECTION 2.0'. APPLICA~ION OF DISBORSEHENT UNDER THE INDENTURE. The proceeds received from the Trustee as a disbursement under the Indenture upon the issuance And delivery of the Bond shall be Applied by the Issuer si~ultaneously with such delivery as follows: (Al An amount necessary to pay interest on the Bond through October 1, 1992 shall be deposited to the Interest Account And be used to pay interest on the Bond. (B) An amount equal to the Reserve Account Requirement shall be transferre,:! from the Reserve Account held under the Indenture 13 VP?t//Ol-/9. /6 UUlJ05 "~ . " ;'~'l , ..j .~' .:c.~ -.-.",=", '~-',,''',;~ - "'I 2; \-1::;;:r . . , , . :Jo '\ ~. . . I { ! . 7 -11-11 and deposited into the Reserve Account established under the Resolution. (C) A sum equal to the estimated costs and expenses incurred by the Issuer in connection with the preparation and delivery of the Bond and disbursement of moneys held under the Indenture shall be used to pay such costs and expenses, to the extent such costs and expenses shall not be paid from the Construction Fund. (D) The balance of such funds shall be deposited into the Construction Fund. SIlCTION 2.07. FORH OF BOND. The text of the Bond shall be in substantially the following form, with such omissions, insertions and variations as may be necessary and desirable and authorized or permi~ted by the Resolution or any subsequent resolution adopted prior to the issuance thereof, or as may be' necessary to comply with applicable laws, rules and regulations of the United states and the State of Florida in effect upon the issuance thereof: No. R-l $12,245,000 UNITED STATES OF AMERICA STATE OF FLORIDA COLLIER COUNTY, FLORIDA NORTH NAPLES ROADWAY MUNICIPAL SERVICE TAXING AND BENEFIT UNIT SPECIAL ASSESSMENT PROJECT BOND, SERIES 1989 KNOW ALL MEN BY THESE PRESENTS that Collier County, Florida a political sUbdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, in the manner provided herein, to Sun Bank, National Association, or its successor as Trustee under that certain Indenture of Trust, dated Auqust 14, 1986, between the Issuer and the Trustee, securing the County's Capital Improvement Program Revenue Bonds, Series 1986, Bi-Modal Multi-Term Format (BMTF) , as registered owner, the principal sum of TWELVE MILLION TWO HUNDRED FORTY-FIVE.THOOSAND DOLLARS solely from the pledged moneys hereinafter described, and to pay interest on the unpaid balance thereof from the date hereof and all principal installments (except the final principal payment) to the registered owner hereof in lawful money of the United states of America by check, draft or wire received by the registered owner 14 .J9, "I~ /~-;?l / 7 UUIJ:)G -_:~ .~~~ ~~,-~,: , . ..; ';'f" .t ,~ ;~~ ;. <t~.1 .- ~~, '( ~. , .. ,..' 1 . " . I ? -/~-'i9 hereof at his address as it appears on the registration books of the Issuer on the day preceding such payment date. The final principal payment of this Bond shall be payable in lawful money of the united states of America upon presentment of this Bond at the office of the Clerk of the circuit Court of Collier County, Florida, Ex-Officio Clerk of the Board of County Commissioners of Collier County, Florida. Interest on this Bond shall be computed upon the basis of a 360-day year, consisting of twelve 30-day months. Interest shall be payable on each April 1 and october 1, commencing on October 1, 1989. The final Interest Payment Date shall be August 1, 2016, unless the Bond is earlier redeemed. The principal on this Bond shall be paid in installments at the following times and amounts and such installments shall bear interest at the following rates: Principal Interest Date Insta llment Rate October 1, 1993 $510,000 6.30\ October 1, ).994 510,'00 6.35 October 1, 1995 510,000 6.40 October 1, 1996 510,000 6.50 October 1, 1997 510,000 6.60 October 1, 1998 510,000 6.70 October 1, 1999 510,000 6.75 October 1, 2000 510,000 6.80 October 1, 2001 510,000 6.85 October 1, 2002 510,000 6.90 October 1, 2003 510,000 6.95 October 1, 2004 510,000 7.00 October 1, 2005 510,000 7.00 October 1, 2006 510,000 7.00 October 1, 2007 510,000 7.00 October 1, 2008 510,000 7.00 October 1, 2009 510,000 7.00 October 1, 2010 510,000 7.00 October 1, 2011 510,000 7.00 October 1, 2012 510,000 7.00 October 1, 2013 510,000 7.00 October 1, 2014 510,000 7.00 October 1, 2015 510,000 7.00 August 1, 2016 515,000 7.00 This Bond is issued for the principal purpose of providing financing to acquire and construct various improvements (the "1989 Project") within the North Naples Roadway Municipal service Taxing and Benefit Unit (the "Unit"), under the authority of and in full compliance with the Constitution and laws of the Sta~e of Florida, including, particularly, Chapter 125, Florida Statutes, Ordinance No. 86-40 of the I:>suer, enacted on August 5, 1986, and other 15 p~/~_# Ir U0037 -,.; _..::~ .3;; , " , _~"..f(. -;,-.'.' ,,1' :J /1I i,:.c:: , ~. . , " :;t' ,f~",;! '};.;,' ",.- f/ ;:..): ,1, "4 Ii '1:1''''' :'.Y..: "," '~ :~ J ',,", 'or:, " ,(.\' "'0" 1~' ;:tl 'IPfIl ~-~'j I ;~:j - . ; ~ .~ I . ", I . 'J I . ' , " u . .. ~ 1 . ~ " . .' .. . I ' I t " .. ,. . . 'Ill , 1- Ii. K'I applicable provisions of la... (the "Act"), and a resolution duly adopted by the Board of County Commissioners of Collier County, Florida, acting on behalf of itself and as the Governing Body of the Unit on July 18, 1989, as amended and supplemented (the "Resolution"), and is subject to all the terms and conditions of the Resolution. This Bond and the interest hereon are payable from and secured by " lien upon and a pledge of (1) the proceeds of special assessments 1a;;fu11y levied and collected by the Issuer upon property benefited by the 1989 Project, as more particularly described in the Resolution, and (2) until a~p1ied in accordance ...ith the provisions of the Resolution, all moneys, including investments thereof, in the funds and accounts established by the Resolution (collectively, the "Pledged Revenues"). It is expressly agreed by the registered owner of this Bond that the full faith and credit of the Issuer, the state of Florida, or any political subdivision thereof, are not pledged to the payment of the prin,:ipal of, premium, if any, and interest on this Bond and that such owner shall never have the right to require or compel the exercise of any ~axing po...er of the Issuer, the state of Florida, or any political subdivision thereof, to the paYJl'ent of such principal, precium, if any, and interest. This Bond and the obligation evidenced hereby shall not constitute a lien upon any property of the Issuer or the 1989 Project, but shall constitute a lion only on, and shall be payable from, the Pledged Revenues. :~ Pursuant to the Resolution, the Issuer ha& covenanted to appropriate in its annual budget, by amendment, if necessary, such amounts of Non-Ad Valorem Funds (as defined in the Resolution), ...hich are not otherwise pledged, restricted or encumbered, as shall be necessary ~o (1) make up any deficiencies in the Reserve Account existing on ~he first day of each Fiscal Year (as defined in the Resolution), and (2) to pay the principal of and interest on this Bond, as the same shall become due, in the event the Pledged Reve~ues shall be inadequate for such purpose. Such covenant to appropriate Non-Ad Valorem Funds is not a pledge by the Issuer of such Non-Ad Valorem Funds and is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Funds heretofore or hereafter entered into (including the payment of debt service on bonds or ~ther debt instruments) and also to the payment of services and pro~~ams ...hich are for essential public purposes affecting the health, ...e1fare and safety of the inhabitants of the Issuer or ...hich are, legally mandated by applicable 1a.... The principal installments of this Bond ...hich become due on or after October 1, 1998 shall be subject to optional redemption by th" Issuer, in ...ho1e on Octo~er 1, 1997 and any date thereafter, or, ill part on October 1, 1997 and on any interest payment date therellfter, in inverse order of l:laturity of principal installments, at th,~ redecption prices (expressed as percentages of principal 16 ~tt-,~ /0l.-4 /9 ;.; ,'.,.-\,. ,-:'~~ /'* ,,~1 '-,;-': lJooas I '.., . -.- I I '. . \ ! . , ~ ' . ,- { ,.../ . I .... . . I '. ' .- ( ~ " . 'I ':, '. I << ',' : " I I , , ,. , .. , , , - . . I 7-/!..i1 I ,'h' , \'ii, I, , , I.':' 1'- i ":,-': I' " ;r. amount) set forth in the table below, plus accrued interest to the redemp'~ion date: RedernDtion Dates RedernDtion Price October 1, 1997 to September 30, 1998 October 1, 1998 to September 30, 1999 October 1, 1999 and thereafter 102% 101 100 T~is Bond is subject to special ~andatory red~mption, in part, on October 1 and April 1 of each year, commencing October 1, 1991, from memeys on deposit in the Redemption Account on the thirty- fifth (35th) day prior to any interest payment date, upon payment of the principal amount thereof, at par, plus accrued interest. Principal installments of the Bond will be selected for special mandatory redemption on a pro rata basis in such manner as the Issuer shall cieem appropriate, provided that any principal installlnent of the Bond may only be redeemed in integral multiples of $5,01)0. In the event of a partial redemption hereof, the Issuer shall exchangn a new Bond in the principal amount of the unredeemed portion of this Bond, at no cost to the registered owner hereof. Notice elf such redemption shall be given in the manner provided in the Rese,lution. This Bond shall be transferable only upon the books of the Issuer, at the office of the Clerk of the Board of County Commissioners of the Issuer, under such reasonable regulations as the Issuer may prescribe, by the registered owner hereof in person or by hill attornay duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Clerk oj' the Board of County Commissioners duly executed and guaranteed by the registered owner or his duly authorized attorney; provided, that this Bond may be transferred only to a successor Trustee under the Indenture, as defined and provided in the Resolutil,n. Upon t:-'e transfer of this Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new BI~nd of the same principal amount and maturity as the surrendel:ed Bond. It ;ls hereby certified a;ld recited that all acts, conditions and things required to exist, to happen and to be performed preceden1: to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto. Neil:her the members of the Board of County Commissioners of the Issuer nor the Chairman nor the Clerk nor any other person executin'J this Bond shall be liable personally hereon or be subject 17 y~/~ -~. ~(j 00039 , , "-I"~ ~~':if '-.' ". }~ .ft '.~ .."r ......~.. :~ "f< )~,f.~ +;i,: "". l~ ",~ , , ,', '. "<<, , ' 7-/f~f9 , ~. '" to any personal liability or accountability by reason of the issuance hereof. IN WITNESS WHEREOF, Collier county, Florida, has issued this Bond and hai3 caused the same to be executed by the manual or facsimile s.lgnature of the Chairman of the Board of County Commissioners of Collier county, Florida, acting on behalf of such Board and the Governing Body of the Unit and by the manual or facsimile signature of the Clerk of the Board of County Commissioners of Collier County, Florida, acting on behalf of such Board and th,! Governing Body of the unit and its corporate seal or a facsimile thereof to be affixed or reproduced hereon, all as of August 2, 1989. COLLIER COUNTY, FLORIDA ,. ~ Chairman 1 ;~i , . I. '0' :~: (SEAL) ATTEST: ".. Clerk ;~ 18 e~/a.-fi.;;/ OO()~O 1-li- ~q \~ ,i,:.l ~. ~; ,~ !t!: 't~ {..;~. ft~~ ' ;r ]~ ABSIGIDilNT 70R V1~OB RECEIVED, the undersigned sells, assigns and transfers unto Insert SClcial Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and dppoint , as attorneys to register the tran:;fer of the said Bond on the books kept for registration thereof lIith full power of substitution in the premises. Dated: Signaturn guaranteed: NOTICE I Signature(s) must be guarantefld by a member firm of the New York Stock Exchange or II commercial bank or trust company. NOTICE I The signature to this assignment must correspond with the names of the registered owner as it appears upon the face of the within Bond in every partiCUlar, without alterati.on or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 19 y~/~-/i.o<~ OOO-ll 'i ill ,~ !~ . ',.' : ~: !:,~ ';'*, ~... 4. ,t ..j, .',t ",i , , ;~ .....:: -....<~~. " , -- , ~ ;", '.1 .'0' j" 'I' ".~ ',"" ~.~;.~. ." ,-~1 '~,~,: :\ilii l~':,tf if . " ~". j- i .~,'tii ::t ,~ Ie ,.' ,~ ,;1::;: ,",j, )~. :.I,nr ,~!' "if, ':.1.'~ ~iii ;~l <Gi!, ;d~ ", ~1 ,., ~-lf-i''1 ARTICLE III ,~~: " ., ':' SECURITY, 8PECIAL FUNDS AND APPLICATION THEREOF SECTION 3.01. BOND NOT TO BB INDEBTEDNESS OF ISSUER. The Bond shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of any constitutional or statutory provision, but shall be special a obligation of the Issuer, payable from and secured by a lien upon and pledge of the Pledged Revenues in accordance with the terms of thill Resolution. The Holder of the Bond shall never have the right to compel the exercise of any ad valorem taxing power to pay the Bond, or be entitled to payment o~ the Bond from any moneys of the Issuer, except J.n the manner provided herein. The Bond shall also be payable from the Non-Ad Valorem Funds in accordance with the provisions of Section 3.06 hereof. ~x.;' __",~r SECTION 3.02. SECURITY FOR BOND. The payment of the principal of or Redemption Price, if applicable, and interest on the Bond shall be secured forthwith by a pledge of and lien upon the Pledged Revenues. The Issuer does hereby irrevocably pledge the Pleclged Revenues to the payment of the principal of or Redemption Price, if applicable, and interest on the Bond. The Pledged Revenues shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against 'the Issuer. SEcrION 3.03. CON8TRUCTION FUND. The Issuer covenants and agrees t,o establish a separate fund to be known as the "North Naples Roadway Municipal Service Taxing and Benefit Unit Special Assessment Project Bond, Series 1989 Construction Fund," which shall be used only for payment of the Cost of the 1989 Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of the 1989 Project in the manner hereinafter provided, shall be held in trust by the Issuer, and shall be subject to a lien and charge in favor of the Holder of the Bond and for the fur~her security of such Holder. The: proceeds of insuranc. maintained against phyaical loss of or damac;e to the 1989 Project, or the contractorlS' performance bonds with respect thereto pertaining to the .period of construction thereof, shall be deposited into the Construction Fund. Tho Issuer covenants that t,he acquisition an" (~onstruction of the 1989 Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disburs,ements or payments fron the Construction Fund to pay the Cost ol~ the 1989 project upon the filing with the Clerk of 20 :'~:; .9~ /;;'-1I.0l3 UUO.12 ::l1( ':;.~, ,'i!>: '!liJl ?t: '>I' ;.:{~ Jj , I . I'. 7-11- ?9 documents and/or certificates signed by an Authorized Issuer Officer, stating with respect to each disbursement or payment to be made: (A) the item number of the payment, (B) the name and address of the Person to whom payment is due, (C) the amount to be paid, (D) the purpose, by general classifi~ation, for which payment is to be made, and (E) that (1) each obligation, item of cost or expense mentioned therein has been properly incurred, is in payment of a part of the Cost of the 1989 Project, is a proper charge against the Construction Fund and has not been the basis of any previous disbursement or payment, or (2) each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a reimbursement of a part of the Cost of the 1989 Project, is a proper charge against the Construction FUnd, has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous disbursemellt or payment and the Issuer is entitled to relmbursement thereof. The Clerk shall retain all such certificat~s of the Authorized Issuer Officer for three (3) years from the dates of such documents and/or certificates. The date of completion of acquisition and construction of the 1989 Project shall be determined by an Authorized Issuer Officer who shall certify such fact in writing to the Board. Promptly after the date of the completion of the 1989 Project, and after paying or making provisions for the payment of all unpaid items of the Ccst of the 1989 Project, the Issuer shall deposit in the following order of priority any balance of moneys remaining in the Constr~ction Fund to (1) the Reserve Account, to the extent of a defici,ency therein, and (2) the Redemption Account. 8ECTION 3.04. FONDS AND lICCOUNTS. The Issuer covenants and agrees to establish separate funds to be known as the "North Naples Roadway Municipal Service Taxing and Benefit Unit Special AsseSSlnent Project Bond, Series 1989 Revenue FUnd" and the "North Naples Roadway Municipal Service Taxing and Benefit Unit Special Assesslnent Project Bond, Series 1989 Debt Service Fund." The Issuer shall mz.intain in the Revenue Fund two accounts: the "Assesl>ment Account" and the "Expense Account." The Issuer shall maintaln in the Debt Service Fund four z.ccounts: the "Interest Accoun1:," the "Principal Account," the "Reserve Account" and the "Redemption Account." Moneys in the aforementioned funds and accounts, until applied in accordance with the provisions hereof, shall he held in trust for ;\nd be subject to a lien and charge in favor of the Holder of the Dond and for the further security of such H,)lder. The Issuer may at any time and from time to time appoint one or more depositaries to hold amounts on' deposit in the Revenue FUnd. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring llnd disbursing moneys to and from each of such funds and ac:counts as herein set forth, and all records of such depositary in performing such duties shall be open at all 21 J9~ /~..;9.;;'~ 000,13 '? -~J, ., -x;' -....~, 1,'- :-~,! :,:~, :~- . .~ . f}, ~-' ~ , . I . .. . I ' , . ., . .1. , . '. ." ". 'I ~ 1- '. , . 'i-If..?? reasonable times to inspection by the Issuer and its agent and employees. Any such depositary shall be a bank or trust company duly ;luthorized to exercise corporate trust powers and subject to examination by federal or state authority, of good standing, and havin<; a combined capital, Eurplus and undivided profits aggrecJating not less than fifty million dollars ($50,000,000). flECTION 3.05. J'LOW OJ' J'tnlDs. (A) All Special Assessment Procends shall be deposited, as received, into the Assessment Account of the Revenue Fund. wi thin three (3) Business Days of receipt of moneys in the Assessment Account, the Issuer shall apply such tlOneys in the following manner and in the following order of priorJ.ty: (1) Interest Account. The Issuer shall deposit or credit to the Interest Account of the Debt Service Fund the SUm which, togettler with the bal"lnce in said Account, shall equal the interest on the Bond due or to become due on the next two subsequent Payment Dates. -:t;5 --,- -~ !oi:oneys in the Interest Account shall be used for payment of interest on the Bond when the same become due and payable. (2) Princioal Account. The Issuer shall deposit or credit to the Principal Account of the Debt Service Fund the sum which, together with the balance in said Account, shall equal the principal due or to become due on the Bond on the next subsequent principal payment date, which shall be not greater than one year from the date such deposit shall be made to the Principal Account. Moneys in the Principal Account shall be used for payment of principal on the Bond when the same become due and payable. (3) Reserve Account. The Issuer shall next deposit into the Reserve Account a sum sufficient to maintain therein an amount equal to the ReGerve Account Requirement. Moneys in the Reserve Account shall be used only for the purpose of the payment of principal of or interest on the Bond (whether at maturity or by redemption) in the event there is a deficiency in the Princ5pal, Interest or Redemption Accounts for such purpose. However, whenever the moneys on deposit in the Reserve Account exceed the Reserve Account Requirement, such excess shall be deposited, prior to the certification of compl~tion of the 1989 Project as provided in Section 3.03 hereof, into the Construction Fund, and, thereafter, to the accounts and in the orde~ of prior.ity indicated for auounts on deposit in the Assessment Account of the Revenue Fund. Whenever the amount in the Reserve Account, together with the other amounts in the Debt Service Fund, are sufficient to fully pay the BClnd in accordance with its terms (including principal or applicable Redemption Price and interest thereon), the funds on 22 9?L?~/~-/l.Ot~ OO(H-l <It: ;,1 ,.~ I ' . . "I I' ":. - '. ' I~ I I , , . 1-lg..f1 deposit in the Reserve Account may, at the option of the Issuer, be transferred to the other accounts of the Debt Service Fund for the payment of the Bond. The Issuer may not replace moneys in the Reserve Account with a surety bond or any other similar instrument without the prior written consent of the Insurer. (4) ~~ense Account. The Issuer shall next deposit into the Expense Account, amounts required for the payment or reimbursement of the Paying AgEnt's fees and expenses, any expenses incurred in connection with the collection of the Assessments or Delinquent Assessments nnd other administrative expenses relating to the Bond or the Assessments. Moneys on deposit in the Expense Account shall also be used to pay principal of and interest on the Bond (whether at maturity or by redemption) in the event there is a deficiency in the Principal, Interest or Redemption Accounts and the moneys transferred to such Accounts from the Reserve Account are insufficient for such purpose. (5) ~emotion Account. The balance of any funds remaining in the AssesBment Account after the deposits and payments required by Sections 3.05(A) (1) through 3.05(A) (4) hereof shall be deposited into the Redemption Account. Excess moneys on deposit in the Construction Fund shall be deposited to the Redemption Ac~ount in accordance with the provisions of Section 3.03 hereof. If, on the thir~y-sixth (36th) day prior to any Payment Date, moneys in the Interest Account shall be insufficient to pay the interest on the Bond coming due on such Payment Date, moneys in an amount equal to such insufficiency shall be transferred from the Redemption Account to the Interest Account. The Issuer may also reimburse itself from moneys in the Redemption Account for funds which it appropriated pursuant to Section 3.06 hereof provided the Reserve Account is fully funded at the time of such reimbursement. To the extent the Issuer reimburses itself from moneys in the Redemption Account as provided in the preceding sentence, such moneys shall no longer be subject to the lien of this Resolution and may be used by the Issuer for any lawful purpose. Moneys in the Redemption Account shall be used for payment of principal on the Bond coming due as a result of redemption. (B) On or before the date established for payment of any principal of or Redemption Price, if applicable, or interest on the E,ond, the Issuer shall withdraw from the appropriate account of the Debt Service Fund sufficient moneys to pay such principal or Redemption Price, if applicable, and interest and deposit such moneys with the Holder. SECTION 3.06. COVENANT TO BUDGET AND APPROPRIATE. The Issuer covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non-Ad Valorem Funds lawfully available in each Fiscal Year, amounts sufficient (A) to make up any deficiencies in the Reserve Account existing on the first day 23 9Cl-,~/0\-19. ~b U()()4.5 - ~'X~ -....7:.. .~. ,'~.' ,~ 4~' _ i' . ~ i ' j . I \ . ,1 . " I w,__,__~,~_,._.,___"_,,,~.__~.;-._......__~._~,._,;~_....,,,,,,,,"._,...~_~._.,~_.,'~~. ._..~.~,,_~~.,..,._-...,_.,-...._."'__, . ... i " I .. L' . . , '~,," J : , , ' 11_- '7-/g.?1 . of each Fiscal Year in the event Pledged Revenues are insufficient for such purpose, and (B) to pay the principal of and interest on the Bond, as the same shall become due, to the extent moneys in the Debt Service Fund, including the Reserve Account, are insufficient to pay the same. Such covenant and agreement on the part of the Issuer to budget and appropriate such amounts of Non-Ad Valorem FunC;s shall be cumulative to the extent not paid, and shall conti~ue until such Non-Ad Valorem Funds or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid or deposited. Not...ithstanding the foregoing covenant of the Issuer, the Issuer does not covenant to maintain any services or programs, no... provided or maintained by the Issuer, ...hich generate Non-Ad Vale,rem Funds. The Issuer ...ill not issue any obligations payable fronl the Non-Ad Valorem Funds to the extent the Issuer shall determine that such issuance shall cause the Issuer to not be able to pay its obligations arising under the Bond. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non-Ad Valorem Funds, nor does it preclude the Issuer from pledging in the future its Non-Ad Valorem Fund.., nor does it require the Issuer to levy and collect any particular Non-Ad Valorem Funds, nor does it give the Be,adholder a prior claim on the Non-Ad Valorem Funds as opposed to claims of general creditors of such Issuer. Such covenant to ap~ropriate Non-Ad Valorem Funds is subject in all respects to the payment of obligations secured by a pledge of such Non-Ad Valorem Funds heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). Ho...ever, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available for the above-described payments and deposits Non-Ad Valorem Funds and placing on the Issuer a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, ho...ever, in all respects to the restrictions. of Section 129.07, Florida Statutes, ...hich provides that the governing body of each county make appropriations for each fiscal year ...hich, in anyone year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and :programs ...hich are for essential public Furposes affecting the health, welfare and safety of the inhabitants of the Issuer or which are legally mandated by applicable la.... 8ECTION 3.07. INVESTMENTS. The Construction Fund, the Revenue Fund and the Debt Service Fund shall be continuously secured in the manner by ...hich the deposit of public funds are authorized to be secured by the la...s of the State. Moneys on deposit in t~e Construction Fund, the Revenue Fund and the Debt Service Fund may be invested and reinvested in Authorized Investments of not greater than one (1) year maturity. Any and all inco~e received by the Issuer from the investment of moneys in the 24 J>}t:L?€r-/;). -/'9- Ol 7 0oo4G . -, : !:. .. ~ ' . ! . .. I' ' -~. -..... -" . Ji ,N,' I .'i-: ftr? '." li; !} "'I . j "'..... . I . i' .',.' . . . . . I 7-(%. 'i'l Con&truction Fund, the Assessment Account and the Reserve Account (to the extent the amount therein is less than the Reserve Account Requirement), shall be retained in such respective Fund or Account unti 1 used for the purpose for which such Fund or Account was established. ^ny and all income received by the Issuer from the investment of moneys in the Expense Account, the principal Account and the Redemption Account shall be transferred to the Assessment Acccunt. Any and all income received by the Issuer. from the investment of moneys in the Reserve Account (to the extent the amount therein is greater than the Reserve Account Requirement) and the Interest Account shall be deposited, prior to the certification of the completion of the 1989 Project, into the Construction Fund, and, thereafter, into the Assessment Account. All investlPents shall be valued at cost. Nothing contained in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or heJ,d in book-entry form on the books of the Department of the Treasury of the United states. SECTION 3.08. SEPARATE ACCOUNTS. The moneys requirud to be accounted for in each of the foregoing funds and accounts established herein may be deposited in a single bank account, and fund. allocated to the various funds and accounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the I:estricted allocation of the moneys on deposit therein and such invelitments for the various purposes of such funds and accounts as hereIn provided. The designation and establishment of the various funda and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, selfo'balancing funds as such term is commonly defined and used in govel:nmental accounting, but rather is intended solely to constitute a~ earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. 25 J9t:l '1e- /~ - t4. << ? UOO,*-7 . 1 . )' I, f .. . : . .. 't .;.. . ,.. ',. ~ I . l . . J - 'X' -....;:'" , .. .,,' ~' . - I.. i . -~. t ~, 1 l' ... '''l J, I . . . 7..li- ';9 ARTICLE IV OTHER OBLIGATIONS PAYABLE FROM PLEDGED REVENUES; COVENANTS OF THE ISSUER S;~CTION 4.01. BOOl;S AND RECORDS. The Issu2r will keep books and re<:ords of the receipt of the Special Assessment Proceeds and the funds and accounts established hereunder in accordance with generally accepted accounting principles, and the Holder of the Bond shall have the right at all reasonable times to inspect the records, accounts and data of the Issuer relating thereto. In the event the Assessments are not collected pursuant to the Tax Roll Collection Method, the Clerk or his designee sh~ll, within a reasonable period of time at the end of each Fisr.al Year, prepare a written report setting forth the collections of Aflsp.ssments recei ve,1, the number and amount of Delinquent Assesslllents, the proceed,lngs taken to enforce collections and cure Delinquent Assessml!nts and an estimate of time for the conclusi"n of such legal p~oceedings. SECTION 4.02. ANNUAL AUDIT. The Issuer shall, immediately after the clcs~ of each Fiscal Year, cause the financial statements of the lssuer to be properly audited by a recognized independent certified public accountant or recognized independent firm of certified public accountants, and shall require such accountants to complete their report on the annual financial statements in accordance with applicable law. The annual financial statement shall be prepared in conformity with generally accepted accounting principll!s. .x~ ---'-7:" SECI:'ION 4.03. NO IMPAIRMENT. The pledging of the Pledged Revenues and the covenant to budget and appropriate from Non-Ad Valorem l~nds in the manner provided herein shall not be subject to repeal, modification or impairment by any subsequent ordinance, resolution or other proceedings of the Board. SEC1'ION 4.04. FEDERAL INCOME TAX COVENANTS. The Issuer covenants with the Holder of the Bond that it shall not use the proceeds of such Bond in any mann~r which would cause the interest on such !lond to be included in the gross income for purposes of federal income taxation to the extent not otherwise included therein on the date of issuance of the Bond. The Issuer covenants with the Holder of the Bond that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of such Bond (or amounts deemed to be proceeds under the Code) in any manner which would cause such Bond to be "arbitrage bonds" within the meaning of the Code and neither the Issuer nor any other Person shall Jo any act or fail to do any act which would cause the interest on such Bond to be included in gross income for purposes of federal income taxation. 26 ~~' , ,I\' ~(;!" ~f. . ;:_:~~-_: ~ .o~/o1-I9.~ 9 OO(J4.8 \ ,', 1 , . I. , . I "i , I _ .. I .. I . , I ,r '1' . I,'l : I 1-/ K.. r'l SECTION ~. 05. ENFORCEMENT OF PAYMENT OF SPECIA1.. ASSESSMENT PROCEEDS. The Issuer will receive, collect and enforce the payment of Special Assessment Proceeds in the mannp.r prescribed by this Resolution, the Act and all other resolutions, ordinances or laws appertaining thereunto, and will pay and deposit the proceeds of Special Ausessment Proceeds, as received, into the Assessment Account of the Revenue Fund. Absent a default or delinquency in the payment of any Assessment, nothing herein shall require the prepayment of any installment due on an Assessment prior to its due date, except as otherwise provided by the Act. Any Prepayments of the Assessments made within sixty (60) days of confirmation of such Assessments pursuant to Section 6(11) (a) of the Ord inance may be made without .'ayment of interest, other than capitalized interest included as part of the Assessment, provided such Prepayment be made no later than August 21, 1992', thereafter all such Prepayments must include interest in accordance with the teros of the Assessoent Resolutions. Prepayments of Assessmentu must be in full; the Issuer will not accept partial Prepayment!; . " ~~ -;t(.O:: -.,,~::. SEcrIO~ 4.06. DELINQUENT ASSESSMENTS WHICH ARE NOT COLLECTED BY TAX ROLL COLLECTION METHOD. This Section 4.06 shall be applicable only during such time as the Assessments are not collected pursuant to the Tax Roll Collection Method. An Assessment installment shall become delinquent if it is not paid wit;hin thirty (30) days from the date the bill for such installment is sent. The Issuer shall cause notice to be sent to any property o'oner who is delinquent in payment of his Assessment installment within fifteen (15) days f~orn the date such installment becomes delinquent. Such notice shall state, in effect, that the Issuer shall initiate a foreclosure action within forty-five (45) days of the date the installment become delinquent if it is not paid. Between the forty-fifth (45th) and the sixtieth (60th) day after the date the installment became delinquent, the Issuer may declare the entire unpaid balance of thE Delinquent Assessment to be in default and cause such delinquent property to be foreclosed in the method now or hereafter provided by law for foreclosure of mortgages on real estate, or otherwise as provided by law. Commencing on the sixtieth (60th) day after the date the installment becOl:les delinqu"~t, the Issuer shilll declare the entire unpaid balance of the Delinquent Assessment to be in default an6 cause th,e delinquent property to be foreclosed as described above. The Issuer shall prosecute such forec,l csure actions with all deliberate speed. All costs and exp,mses related to any foreclosure action shall be borne by the delinquent property owner. All money realized pursuant to thi5 Section 4.06 shall be deposited into the Assessment Account and distributed as herein provided. .: 27 .9~ "1~ /~ -ft. .3 () '4 ~, 'Ofi, ",',.,'~i"" i- i~~ ,l~. '",~, 00( ).m ,~. -; .. I I' j 1 ," I _ . . I , .. ' I.' . '. t ", .1 ' , ' .. .. 'I . , . '. ' oJ ( .'- ,J. .. .' . 1- It- i1 SECTION 4.07. DELINQUENT ASSESSMENTS COLLECTED PURSUANT TO TAX ROLL COLLECTION HET~OD. During such time as the Assessments are collected pursuant to the Tax Roll Collection Method, Delinquent Assessments shall be collected as provided by law. All money rEalized pursuant to this Section 4.07 shall be deposited into the Assessment Account and distributed as herein provided. SECTION 4.08. RE-ASSESSMENTS. If any Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Assessment when it might have done so, the Issuer shall either (A) take all necessary steps to cause a new Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (B) in its sole discretion, make up th( amount of such Assessment from legally available moneys, ~hic moneys shall be deposited into the Assessment Account. In case such second Assessment sl1all be annulled, said Issuer shall obtain and make other Assessments until a valid Assessment shall be made. -~~ 8ECTION 4.09. TAX ROLL COLLECTION METHOD. The Issuer agrees to use i'ts best efforts to collect the Assessments pursuant to the Tax Roll Collection Method. The Issuer shall not be required to use the ~rax Roll Collection Method to the extent it determines such Method is impracticable or is not cost effective. SEcrrON 4.10. OTHER MONEYS. The Issuer may, in its sole discretion, utilize its legally available moneys, in addition to the Pledged Revenues and Non-Ad Valorem Funds, to pay the principal of and interest on the Bond. 28 ;; ~'?, ,,,'. ~'j ,.; ,1 ;~ Ytx .IJ~/~wl1...3/ 0()(J50 1-/f- f9 \'~, ARTICLE V "i' ~ ~ '/ " DEFAULTS AND REMEDIES LlECTI(IN 5.01. EVENTS OF DEFAULT. The following events shall each constItute an "Event of Default": '.,. (A) [lefault shall be mad~ in the payment of the principal of, redemption premium, if any, or interest on the Bond, when due. { (B) ~~e Issuer shall default in the due and punctual performancE. of any other of the covenants, conditions, agreements and provisions contained in the Bond or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of thirty (30) days after written notice of such default shull have been received from the Holder of the Bond. Notwithstanding the foregoing, the Issuer shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes curative action and diligently pursues such action until the default has been corrected. ..r. -..' -~ if; '.f (C) An Act of Bankruptcy shall have occurred with respect to the Issuer. ~ t SECTION 5.02. REMEDIES. The Holder of the Bond may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained :en this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable ,;tatutes to be performed by the Issuer or by any officer thereof, including, but not limited to, the duty of the Issuer to foreclose 0;1 Delinquent Assessments; provide1, however, the Holder shall not have the right to declare the Bond immediately due and payable. The Holder of the Bond shall have the right to direct the method and place of conducting all remedial proceedings to be taken hereunder, provided that such direction sh,,: 1 r,ot be otherwise than in accordance with law or the provisions hernof. SECTION 5.03. REMEDIES .:.:nroLATIVE. No remedy herein conferred upon or reserved to the Bondholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. SECTION 5.04. WAIVER OF DEFAULT. No delay or omission of the Bondholder 'to exercisQ any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every 29 J9~?(//~-t1-. .301- ()0051 ,tJ (" , , . . , 'I ' .'. I .. -. . f f j << - I " 7-/1- i9 power and remedy given by this Article V to the Bondholder may be exercised from time to time, and as often as may be deemed expedient. 8ECTION 5.05. CONTROL BY INSURER. Upon the occurrence and continuanc:e of ani' default, the Insurer, if the Insurer shall have honored al.l of it.. commitments under its municipal bond insurance policy, shall be ..ntitled to direct and control the enforcement of all right!, and relnedies granted to the Bondholder for the benefit of the Bondholder under this Resolution. SECTION 5.06. ADDITIONAL PROVISIONS RELATING TO '1'llE INSURER. Any provision of this Resolution expressly recognizing or granting rights in 0r to the Insurer may not be amended in any manner which affects t:he right,s of the Insurer hereunder without the prior written ccmsent of the Insurer. The Insurer shall receive a copy of any notice to be given to the regisl:ered owner of the Bond, including, without limitation, notificatIon of any redemption of or the defeasance of the Bond, and any cE,rtificate rendered pursuant to this Resolution relating to the sec:urity for the Bond. 30 i9~ /d..-1t.33 U()( )52 ii" I' f' ," . . I" -.) ,- I I ~.", I ' II) ".___ I r . III.'. Ill. I ' ,'. ' , ' . , . " I ' 7-/g. ~~ ARTICLE VI SUPPLEMENTAL RESOLUTIONS 8ECTION 6.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDER'S CON81:NT. ThE' Issuer, from time to time and at any time, may adopt such supplemEmtal Resolutions without the consent of the Bondholder (whic:h supplElmental Resolution shall thereafter form a part hereof) for ~my of the following purposes: (~) To cure any ambiguity or formal defect or omission or to cornlct any inconsistent provisions in this Resolution or to clarify any natters or questions arising hereunder. (B) To grant to or confer upon the Bondholder any additional right.s, remedies, powers, authority or security that may lawfully be gr'anted to or conferred upon the Bondholder. (C) To add to the conditions, limitations and restrictions on ';he issuance of the Bond under the provi~ions of this Resolution other conditions, limitations and restri~tions thereafter to be observed. (D) To add to the covenants and ~greements of the Issuer in this Resolution other covenants and a'1reements thereafter to be observed by 1the Issuer or to surrend(": any right or power herein reserved to or conferred upon the Issuer. To achieve compliance with law or with the Code and any applicable federal applicable regulations (E) securities there'Jnder. (F) To make any other change that, in the opinion of the Issue:" would not materially adversely affect the security for the Bond. IlECTION 6.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDER'S CONSEliT. Subject to the terms and provisions contained in this section 6.02 and in sections 6.01 and 6.03 hereof, the Holder of the E,ond shall have the right, from time to time, anything conta:lned in this Resolutio" to the contrary notwithstanding, to consent to and approve the adoption of such supplemental Resolution or Re!IOlutions hereto as shall be deemed necessary or desirable by the IHsuer for the purpose of sUJO?lementing, modifying, altering, amendIng, adding to or rescinding, in "ny particular, any of the terms or provisions contained in this Resolution; provided such Supplf!mental Resolution shall not be effective until the Insurer has given written consent thereto. No Supplemental Resolution may be approved or adopted which shall permit or require (A) an exten"ion of the maturity of the principal of or the payment of the interf!st on the Bond issued hereunder, (B) reduction in the 31 ...G) ~ ?V /~ -;9.3 jL (JO( )53 , I. . , princ:Lpal amount of the Bond or the Redemptilm Price or the rate of in1~erest thereon, (C) the creation of a lien upon or a pledge of thll Pledged Revenues other than the lien and pledge created by this Ilesolution which adversely affects the Bondholder, and (D) the repeal of Section 3.06 hereof. Nothing herein contained, however, shall be construed as making neceRsary the approval by the Bondh()lder of the adoption of any Supplem,ontal Resolution as authol~ized in section 6.01 hereof. IlBCTION '.03. AMENDMENT 1fITH CONSENT 01" INSUR~R ONLY. If the MIlIA Sub-Series Five Bonds, at the time of the hereinafter described amendment, shall be rated by the r,ating agencies which shall hav,s rated the MIlIA Sub-Series Five Bonds at the time such Bonds were insured no lower than the ratings assigned thereto by such lrating agencies on the date of being insuree, the Issuer may enact one or more Supplemental Resolutions amending all or any part of Articles I through V hereof with the wri1:ten consent of said Insur'3r and the acknowledgment by said Insurer that its municipal bond insurance policy will remain in full force and effect. The consent of the Holder of the Bond sh~ll not be necessary. Notice of the amendment shall be sent to S&P. The, foregoing right of amendJnent, however, does not apply to any amendment to Section 4.04 hereof with respect to the exclusion of interest on said Bonds from gross income for purposes of federal income t~.xation. Upon filing with the Clerk of evidence of such consent of the Insurer as afore:said, the Issuer may adopt such supplemental Resolution. 32 .f9~/~-IJ. U()05-l -IS "/ ...... II: '.' ~~"l '<":.a: ,~ .,..~',' , , ;\! "''l .~ t;lf 7-/~.- fq ARTICLE VII XISCELLJlNEOUS IJECTION 7.01. DEFUSANCE. If the Issuel: shall payor cause to be paid or there shall otherwise be paid to the Holder of the Bond 1:he principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, th,en the pledge of the Pledg,~d Revenues, and all covenants, agreements and other oblig,!tions of the Issuer to the Bondholder, s~lall thereupon cease, termi:nate and become void and be discharged and satisfied. The Bond, whether at or prior to the maturity or redemption date of such Bond, shall be deemed to have been paid within the meaning of this section 7.01 if there shall h.,ve been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Refunding Securities verified by an independent certified public accountant to be in such amount that the principal of and t~e interest on which when due will provide moneys which, together with the moneys, if any, deposited with sllch banking institution or trust company at the same time shall be sufficient, to pay the principal of or Redemption Price, if applicable, ~nd interest due and to become due on said Bond on and prior to the redemption date or maturity date thereof, ,as the case may be. Except as hereafter provided, neither the Refunding Securities nor any Dloneys so deposited with such banlcing institution or trust company nor any moneys received by such banking institution or trust company on account of principal of or Redemption Price" if applicable, or interest on said Refunding Securities shall be withdra.~ or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bond for the payment or redemption of which they were deposited and 1:he interest accrui ng thereon to the date of maturity or rede~ption; provided, however, the Issuer may substitute new Refunding securities and moneys for the deposited Refunding securities and moneys if the new Refunding Securities and moneys are liufficient to pay the principal of or Redemption Price, if applicable, and interest on the Bond on and pJ:ior to the redemption date or maturity date, as th~ case may be. SECTION 7.02. SALE OF BOND. The Bond shall be issued and sold at public or private sale at one time or in installments from time to tiJ:le and at such price or prices all shall be consistent with the prclvisions of the Act, the requirements of this Resolution and either applicable provisions of law. SECTION 7.03. VALIDATION AUTHORIZED. To the extent deemed nece"sary by Bond Couns'~l or desirable by Att.orney for the Issuer, 33 Y(;J. .,V I~ -I}. -3 b UlH 155 . ,. . ,~. ' . . , . ,. " I . " , , - '.' " I. .1 ): . I... , ' , 7-lf. f<f the Attorney for the Issuer is nuthorized to institute appropriate proceedings for validation of the Bond herein authorized purSullnt to Chllpter 75, Florida Stlltutes. SECTI~N 7.04. 8EVERABILITY OF INVALID PROVISIONS. If anyone or more of the c~venants, agreements or provisions of this Resc,lution shall be held contrllry 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 rellson whlltsoever be held invalid, then such covenants, agreements or provisions Shllll be null and void and shall be deemed sep&rable from the remaining covenants, agreements a,nd provisiona of this Resolution and Shllll in no way affect the validity of any of the other covenants, agreements or provisions hersof or of the Bond issued her~under. SECTION 7.05. REPEALING CLAUSE. All rllsolutions, ordinances;' or pllrts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repellled. SECTION 7.06. EFFECTIVE DATE. This Resolution shall tllke effect immE,diately upon adoption hereof. This Resolution adopted after motion, second and roll call vote as follows: ADOPTI:D, in Regular Session, this 18th day of July, 1989. (SEAl.) BOARD OF COUNTY COMHIBSIONERS OF COLLIER COUNTY, FLORIDA, ACTING ON ITS OWN DESAI,F AND AS THE GOVERNING BODY OF THE NORTH NAPLES ROADlI'AY MUNICIPAL SERVICE TAXING AND BENEFIT UNIT By: ky~ thairman '\~;,:~o D'e .,~ '. .' " '...... ~~ . ~':",ATTES:~Ti '/'.' ;,:~ :~:, /I~': ":':'~',' .~ . .~>" . . ';", ark. . ...;: .. "'. . .... <~'. . / APPROVED AS TO LEGAl. FORM AND SUFFICIENCY: ~~, ...&~,,~ tpL county Attorney: 34 9~/d.-19...3? U{lU5fi 11 ~ I I l " ' . , . . ., J J . I I . EXHIBIT A Description of 1989 proj~ct 1(1) The North-South extension of Livingston Road such that it intersects with Immokalee Road approximately 0.7 lliiles West of I-75. 1'2) The East-West extension of Livingston Road such that it inter.;ects with U.S. 41 ~pproximately 2 miles North of Immokalee Road. (3) Installation of water lines 11long extensions of Livingston Road. A-l g~J~_;'~.3r 00057 1 ' , ' ' , - ' i 'r. .. I -_.....~~,-_._-_...^--=..=-_.__.,-_..~-">_.,~.,~"...,,.."'""',~~"~-,'_.~...".....~"". ~'., ,;",," .,~ --.'I: ,~ .';;:" ~\:'" ';',' ~" ~ ".J., I ',''';' tr~ '" '". ,', 'I;<~' ..~;t .. . I ,F' '?~ 11 Or! j, . , . , . . << ']-1[. iCf EXlIIBIT B Terms ot Bond Interest on the Bond shall be payable on each October 1 and ^pril 1, commencing October 1, 1989. The tinal interest payment dat'.:> shall be August 1, 2016, unless the Bond is earlier redeemed. 'l'h<! principal of such Bond shall be payable in installments at the tollo'lin'. times and amounts and shall bear interest at the 10110win<;l rates: Principal Int.arest Date Instnllmeut -B,,1ll.- ; 'l,~ Oct"ber 1993 $510,000 6.30\ _~f 1, .. -. ~ ','~' Oct"ber 1, 1994 510,000 6.35 -'7j Oct"ber 1, 1995 510,000 6.40 "~~ Oct"ber 1, 1996 510,000 6.50 "el: ' ' October 1, 1997 510,000 6.60 ~.. 'i~ Oct"ber 1, 1998 510,000 6.70 ;tt Oct"ber 1, 1999 510,000 6.75 Oct"ber 1, 2000 510,000 6.80 .;"/., '''"", Oct"ber 1, 2001 510,000 6 .85 i'l .' Oct"ber 1, 2002 510,000 6.90 Oc"'I'';-~r 1, 2003 510,000 6.95 00 ,~ '/Jr 1, 2004 510,000 7.00 Oct'Jber 1, 2005 510,000 7.00 Oct,,!>.')r 1, 2006 510,000 7.00 Oct"ber 1, 2007 510,000 7.00 Octl)bar 1, 2008 510,000 7.00 Octl)bar 1, 2009 510,000 7.00 Oct<Jbar 1, 2010 510,OOil 7.00 Oct<Jbtlr 1, 2011 510,00ll 7.00 Oct<Joor 1, 2012 510,000 7.00 Oct"ber 1, 2013 510,000 7.00 Octl)ber 1, 2014 510,000 7.00 Oct"ber 1, 2015 510,000 7.00 August 1, 2016 515,000 7.00 The principal installm~nts of the Bond which become due on or after October 1, 1998 shall be subject to optional redemption by the Issu,er, in whole on October 1, 1997 and any date thereafter, or, in part on October 1, 1997 and on any interest payment date therea!t,er, in inverse order of maturity of principal installments, at the redElmption prices (expressed as percentages of principal ,~; .~' 1'" ~' " :(' B-1 i9~/c;.-t1. 39 U()1158 " ,_ ....R.__.-.... ,.~ ."~.._,'_ "~"~""_.' _~~_~_~". ,.*..,....".~~.........~.-".."".'~~~ .. .~.,;,~" -. ".-.....,..,.. .'~- ,.,.~,.~.".-....~.-, ...._, I 1-' . , , . I . .....) ,. . .' I, . ",-li- S'l amount) :set forth in the table bl~lo\ol, plus '~ccrued intElrest to the redemption date: Redemotic~~ Bedemotion Dates October 1, 1997 to September 30, 1998 October 1, 1998 to September 30, 1999 October 1, 1999 and thereafter 102" 101 100 This Bcmd is subject to special mandatc.ry redempti'on, in part, on October :L and April 1 of each year, commencing october 1, 1991, from mon,eys on deposit in the Redemption Account on the thirty- fifth (35th) day prior to any interest paYlGent date, ~Ipon payment of the principal amount thereof. at par, plus accrued interest. Principal installments of the Bond \oIill b~ selected for special mandatory redemption on a pro rata basis in such manner as the Issuer shall deem appropriate, provided that an~' principal installment of the Bond may only be redeemed in $5,000 principal amounts and integral multiples thereof. B-2 -.9~~ -;9. I,L d 0()()59 q , ..,,;~~ . ,"~~:i ,'it'; ,ll'{ '~it 11 P~l if . , . .. . ~ " ~ . ,,' ,.L, i, III ~~".+..._~~_ "~""""_'~~.'~'~_'"'""''''''''~'"" ..__'.A'"no'~~"',"'".'"