Loading...
Resolution 1996-590 . r~ ~. ~ :. ,: :".~(I RESOLUTION NO. 96-590 9 A A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORlDA, AUTHORlZING THE ISSUANCE OF NOT EXCEEDING $16,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORlDA SPECIAL OBLIGATION REVENUE BONDS, SERlES 1997, TO REFUND CERTAIN OUTSTANDING INDEBTEDNESS OF THE COUNTY; PROVIDING FOR THE RlGHTS OF THE HOLDERS OF SUCH BONDS; PRO'vlDING FOR THE TERMS AND DETAILS OF THE BONDS, INCLUDING AUTHORlZING A NEGOTIA TED SALE OF SAID BONDS; COVENANTING TO BUDGET AND APPROPRlATE CERTAIN LEGALLY A V AJLABLE NON-AD VALOREM FUNDS TO PAY DEBT SERVICE ON THE BONDS; DELEGATING CERTAIN AUTHORlTY TO THE CHAJRMAN OR VICE-CHAIRMAN FOR THE AUTHORIZATION, EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT RELA TING THERETO AND THE APPROVAL AND DET AILS OF SAID BONDS; APPOINTING A PAYING AGENT AND REGISTRAR FOR SAID BONDS; AUTHORIZING THE DISTRlBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WlTH RESPECT THERETO; AUTHORIZING THE ISSUANCE OF A MUNICIPAL BOND INSURANCE POLICY BY AMBAC INDEtyfNITY CORPORATION FOR SUCH BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE CERTIFICATE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOL YED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORWA: ARTICLE I 9 A GENERAL SECTION 1.01. DEFINITIONS. When used in this Resolution, all capitalized terms shall have the meaning set forth below: "Authorized Investmenb" shall mean any of the following, if and to the extent that the same are at the time legal for investment of funds of the Issuer: (I) Direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America. (2) Obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: Export-Import Bank Farm Credit System Financial Assistance Corporation Farmers Home Administration General Services Administration U.S. Maritime Administration Small Business Administration Government National Mortgage Association (GNMA) U.S. Department of Housing & Urban Development (PHA's) Federal Housing Administration (3) Senior debt obligations rated "AAA" by Standard & Poor's and "Aaa" by Moody's issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. Senior debt obligations of other Government Sponsored Agencies approved by AMBAC (4) U.S. dollar denominated deposit accounts, federal funds and banker's acceptances with domestic commercial banks which have a rating on their short-ternl certificates of deposit on the date of purchase of "A-I" or "A-I +" by Standard & Poor's and "p. I" by Moody's and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank.) 2 .. . . . . I : : ~. . :, ,.~. ,,' ,.: ':.. . ~ '.... "~"'. . . 9 A... (5) Commercial paper which is rated at the time of purchase in the single highest classification, "A-I +" by Standard & Poor's and "p. I" by Moody's and which matures not more than 270 days after the date of purchase. (6) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's. (7) Prerefunded Municipal Obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrunlentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Standard & Poor's and Moody's or any successors thereto, or (b) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (I) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. (8) Investment agreements approved in writing by AMBAC, supported by appropriate opinions of counsel, with notice to Standard & Poor's. (9) Units of participation in the Local Government Surplus Trust Fund established pllTsuant to Part IV, Chapter 2] 8, Florida Statutes, or any other similar common trust fund which is established pursuant to State law as a legal depository of public moneys. (10) Other forms of investments (including repurchase agreements) approved in writing by AMBAC with notice to Standard & Poor's. "Authorized Issuer Officer" shall mean the Chairman, the County Administrator, L'le Clerk or their designee(s), 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. 3 9 A "Bond Insurance Policy" shall mean the municipal bond insurance policy issued by the Insurer insuring the payment, when due, of the principal of and interest on the Bonds as provided therein. "Bonds" shall mean the Collier County, Florida Special Obligation Revenue Bonds, Series 1997, authorized pursuant to Section 2.01 hereof. "Bond Counsel" shall mean Nabors, Giblin & Nickerson, P.A. or any other attorney at law or fum of attorneys of nationaJIy 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. "Chainnan" shall mean the Chairman of the Board of County Commissioners of the Issuer, or such other person authorized to act on his behalf. "Clerk" shaJI mean the Clerk of the Circuit Court, ex-officio Clerk of the Board of County Commissioners of Collier CO\L'1ty, Florida, or such other person authorized to act on his behalf. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and rules thereunder in effect or imposed. "County Administrator" shall mean the County Administrator of the Issuer, or such other person authorized to act on his behalf. "Debt" of the Issuer means at any date (without duplication) all of the following to thc extent that they are general obligations of the Issuer or are payable in whole or in part from Non-Ad Valorem Funds: (1) aJI obligations of the Issuer for borrowed money or evidenced by bDnds, debentures, notes or other similar instruments; (2) aJI obligations of the Issuer to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (3) aJI obligations of the Issuer as lessee under capitalized leases; and (4) all indebtedness of other persons to the extent guaranteed by, or secured by Non-Ad Valorem Funds of, the Issuer. "Event of Default" shall mean any Event of Default specified in Section 5.0 I of this Resolution. "Federal Securities" shall mean non-callable direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the 4 9 A Department of the Treasu..-y) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. "Fiscal Year" shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. "Holder" or "Bondholder" or "Registered Own~r" shall mean the owner of any Bond as set forth on the registration books of the Issuer. "Insurer" or "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. "Issuer" shall mean Collier County, Florida, a political subdivision of the State of Florida. "Maximum Annual Debt Service" shall mean the largest aggregate amount of the annual debt service becoming due in any Fiscal Year in which Bonds are 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. "Moody's" shall mean Moody's Investors Service, and any assigns or successors thereto. "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 arc 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. "Outstanding," when used with reference to Bonds and as of any particular date, shall describe all Bonds theretofore and thereupon being authenticated and delivered except (I) any Bond in lieu of which another Bond or Bonds have been issued under agreement to replace lost, mutilated or destroyed Bonds pursuant to Section 2.06 hereof, (2) any Bond surrendered by the Holder thereof in exchange for another Bond or Bonds pursuant to Section 2.07 hereof, and (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof. "Prerefunded Municipal Obligations" shall have the meaning provided therefor in paragraph (7) of the definition of "Authorized Investments." 5 ~"HP -- ~-~ -- ~ L "-~ - - .~_. .- '.-"~I 9 A "Rebate Fund" shall mean the Collier County, Florida Special Obligation Bonds, Series 1997 Rebate Fund established pursuant to Section 4.05 hereof. "Refunded Obl;/lations" shall mean those certain promissory notes designated Collier County, Florida Revenue Note, Draw No. A-I-2, Collier County, Florida Revenue Note, Draw No. A-4- I, and Collier County, Florida Revenue Note, Draw No. A-5-1, issued by the Issuer to the Florida Local Government Finance Commission on April 29, 1994, March 9,1995 and August 28,1995, respectively. The Refunded Obligations bear interest at variable rates and are presently outstanding in the aggregate principal amount of 514,017,000 "Refunding Securities" shall mean the Federal Securities and the Prerefunded Municipal Obligations. "Registrar and Paying Agent" shall mean the Registrar and Paying Agent appointed hereby and its successors or assigns, and any other person which may at any time be substituted in its place pursuant to this Resolution. The Registrar and Paying Agent shall initially be First Union National Bank of Florida, Miami, FI01ida. "Re3erve Fund" shall mean the Collier County, Florida Special Obligation Bonds, Series 1997 Debt Service Reserve Fund established pursuant to Section 4.04 hereof. "Reserve Fund Requirement" shall mean, as of any date of calculation, an amount equal to 50"10 of the lesser of(1) Maximum Annual Debt Service for all Outstanding Bonds, (2) 125% of the average annual debt service for all Outstanding Bonds, or (3) 10% of the aggregate proceeds of the Bonds. "Standard & Poor's" shall mean Standard and Poor's Ratings Group, a division of McGraw-Hill Companies, and any assigns and successors thereto. "Supplemental Resolution" shall mean any resolution of the Issuer amending or supplementing this Resolution enacted and becoming effective in accordance with the terms of Sections 60 I and 6.02 hereof. "Underwriters" shall mean and AG. Edwards and Sons, Inc. and Smith Barney Inc. SECTION 1.02. AUTHORITY FOR RESOLUTION. This Resolution is adopted purSlL1Ilt to Chaptcr 125, Florida Statutes and other applicable provisions of law. 6 - ~ ~ ~.... -... -- - - ~ ._..._~. ~----_. --~-.~- --....--....-... ~ --.~ - 9 A SECTION 1.03. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be a part of the contract of the Issuer with the Holders of the Bonds and shall be deemed to be and shal! constitute a contract between the Issuer and the Holders from time to time of the Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be perfornled by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said Bonds. All of the Bonds shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. SECTION 1.04. FINDINGS. It is hereby ascertained, determined and declared: (A) The Issuer previously has issued the Refi.mded Obligations in order to finance, re[mance and/or reimburse the costs of various capital projects within the Issuer, all as more particularly described in the records and files of the Issuer. (B) The Issuer hereby deems it in its best interests to refund the Refunded Obligations in order to restructure the Issucr's debt and establish fixed interest rates with respect to the borrowings represented by the Refunded Obligations. (C) The Issuer hereby deems it in its best interests to issue the Bonds in order to facilitate the refi,mdil1g of the Refu.'1ded Obligations. (D) The principal of and interest on the Bonds will be secured solely by a covenant of the Issuer, with certain conditions as set forth herein, to budget and appropriate from Non- Ad Valorem Funds amounts necessary to pay the principal of and interest on the Bonds when due. (E) Due to the potential volatility of the market for tax-exempt obligations such as the Bonds and the complexity of the transactions relating to such Bonds, it is in the best interest of the Issuer to sell the Bonds by a negotiated sale, allowing the Issuer to enter the market at the most advantageous time and conditions, thereby permitting the Issuer to obtain the best possible price and interest rate for the Bonds. (F) The Issuer anticipates receiving a favorable offer to purchase the Bonds from the Underwriters, all within the parameters set forth herein. (G) Inasmuch as the Board of the County Commissioners of the Issuer desires to sell the Bonds at the most advantageous time and not wait for a scheduled Board meeting, so long as the herein described parameters are met, the Issuer hereby determines to delegate 7 _.."--_...._"---~_._._--~~---_.,.-..... . ., ... f'. ',. ',. , ',., . ,',~ ~/" :: . , ',I, ,,' ",. ':...: .~.: ',:, ' " ~ ,.J .,'", _, ~ ....,. ,"__, 9 A the award and sale of the Bonds to the Chairman, or in his absence or unavailability the Vice-Chairman, within such parlUl1eters. 8 ..._----'-,-,-,~-~~~.,_._~~--_..~"--".-..'._._..,.,.