Resolution 1997-329RESOLUTION NO. 97- -._=329
A RESOLUTION AMENDING AND SUPPLEMENTING IN
CERTAIN RESPECq'S A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, ADOPTED ON JANUARY 7, 1997 AND
ENTITLED: "A RESOLUTION OF THE BOARD OF
COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA AUTHORIZING THE ISSUANCE BY COLLIER
COUNTY, FLORIDA OF NOT EXCEEDING $4,250,000 IN
THE AGGREGATE PRINCIPAL AMOUNT OF COLLIER
COUNTY, FLORIDA NAPLES PARK AREA
STORMWATER IMPROVEMENT ASSESSMENT BONDS,
SERIES 1997 IN ORDER TO REFUND CERTAIN
OUTSTANDING INDEBTEDNESS ISSUED TO FINANCE
THE ACQUISITION AND CONSTRUCTION OF VARIOUS
STORMWATER DRAINAGE IMPROVEMENTS WITHIN
THE NAPLES PARK AREA DRAINAGE IMPROVEMENTS
MUNICIPAL SERVICE BENEFIT UNIT; PLEDGING
CERTAIN STORMWATER IMPROVEMENT
ASSESSMENTS PROCEEDS AND VARIOUS OTHER
MONEYS TO SECURE PAYMENT OF THE PRINCIPAL OF,
REDEMPTION PREMIUM, IF ANY, AND INTEREST ON
SAID BONDS; COVENANTING TO BUDGET AND
APPROPRIATE CERTAIN LEGALLY AVAILABLE NON-
AD VALOREM FUNDS TO REPLENISH DEFICIENCIES IN
THE RESERVE ACCOUNT IN THE EVENT THE
STORMWATER IMPROVEMENT ASSESSMENTS
PROCEEDS ARE INSUFFICIENT; PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SAID BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING FOR THE
VALIDATION OF SAID BONDS; AND PROVIDING AN
EFFECITVE DATE;" PROVIDING CERTAIN TERMS AND
DETAILS OF SAID BONDS, INCLUDING AUTHORIZING
A NEGOTIATED SALE OF SAID BONDS AND THE
AWARD OF SAID BONDS PURSUANT TO THE BID
PROPOSAL OF BARNETT BANK, N.A.; APPOINTING THE
COUNTY AS PAYING AGENT AND REGISTRAR FOR THE
BONDS; AMENDING THE AFOREMENTIONED
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RESOLUTION IN CERTAIN RESPECTS; AND PROVIDING
FOR AN EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1. FINDINGS. It is hereby found and determined that:
(A) On January 7, 1997, the Board of County Commissioners of Collier County,
Horida (the "Issuer"), duly adopted a resolution, the title of which resolution is quoted in the
title of this resolution (as amended and supplemented, the 'Resolution"), for the purposes
described therein, authorizing, among other things, the issuance of not exceeding $4,250,000
Collier County, Horida Naples Park Area Stormwater Improvement Assessment Bonds,
Series 1997 (the "Bonds"), for the principal purpose of refunding those certain promissory
notes designated Collier County, Hofida Revenue Note, Draw No. A-9-1 and Collier
County, Florida Revenue Note, Draw No. A-9-2, issued to the Florida Local Government
Finance Commission (the "Commission") on November 13, 1996 and February 20, 1997,
respectively (collectively, the ~Refunded Obligations").
(B) On March 25, 1997, the Circuit Court for the Twentieth Judicial Circuit, in and
for Collier County, Florida, issued a Final Judgment validating the Bonds.
(C) There is hereby authorized the refunding of the Refunded Obligations in order
to resmacture the Issuer's debt and establish fixed interest rates with respect to the
borrowings represented by the Refunded Obligations, all in the manner as provided by the
Resolution and this Supplemental Resolution.
(D) The principal of and interest on the Bonds and all required Debt Service Fund
(as defined in the Resolution) and other payments shall be payable solely from the Pledged
Funds as herein and in the Resolution provided. The Issuer shall never be required to levy
ad valorem taxes on any property within its corporate territory to pay the principal of and
interest on the Bonds or to make the required Debt Service Fund or other payments, and such
Bonds shall not constitute a lien upon any property owned by the Issuer.
(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, rather than at a specified
advertised date, thereby permitting the Issuer to obtain the best possible price and interest
rate for the Bonds. The Issuer acknowledges receipt of the information required by Section
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218.385, Florida Statutes, in connection with the negotiated sale of the Bonds. The
aforementioned information is set forth in the copy of the letter of Barnett Bank, N.A., the
purchaser of said Bonds (the 'Purchaser") attached hereto as Exhibit A.
(F) Prior to the adoption of this resolution, pursuant to a request for proposals
published by the Issuer, the Purchaser has offered to purchase the Bonds from the Issuer and
has submitted a bid proposal attached hereto as Exhibit B (the "Bid Proposal") expressing
the terms of such offer, and the Issuer does hereby find and determine that it is in the best
r'mancial interest of the Issuer that the terms expressed in the Bid Proposal be accepted by
the Issuer.
(G) The Resolution provided that the Bonds shall mature on such dates and in such
amounts, shall bear such rates of interest, shall be payable in such places and shall be subject
to such redemption provisions and other terms as shall be determined by supplemental
resolution adopted by the Issuer; and it is now appropriate that the Issuer determine such
terms and details.
SECTION 2. DEHNITIONS. When used in this resolution, unless otherwise
defined herein, capitalized terms shall have the meanings ascribed thereto in the Resolution.
SECTION 3. AUTHORITY FOR THIS RESOLUTION. This resolution
is enacted pursuant to the provisions of the Act and other applicable provisions of law.
SECTION 4. AUTHORIZATION AND DESCRIPTION OF THE BONDS.
The Issuer hereby determines to issue Bonds in the aggregate principal mount of
$1,870,000, to be known as 'Collier County, Florida Naples Park Area Stormwater
Improvement Assessment Bonds, Series 1997,' for the principal purpose of providing funds
sufficient to refund the Refunded Obligations. Said Bonds shall be dated as of the date of
their issuance, shall be issued in the form of one fully registered Bond in the denomination
of $1,870,000, shall be numbered one preceded by the letter 'R', shall bear interest from the
date of their issuance, payable annually, on September 1 of each year (the 'Interest Dates'),
commencing on September 1, 1998, at the rate of 6.45% per annum, calculated on the basis
ora 30 day month/360 day year. The final maturity of the Bonds shall be September 1, 2012
and the principal thereof shall be paid in such amounts on September 1 of such years as set
forth on Schedule I attached hereto.
SECTION 5. REDEMPTION PROVISIONS. The Bonds are not subject to
optional redemption prior to maturity.
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The Bonds shall be subject to extraordinary mandatory redemption, at a price equal
to the principal amount thereof, plus accrued interest to the redemption date, in whole or in
part, on any Interest Date, in the event and to the extent that moneys are on deposit on the
3$th day prior to each Interest Date in the Redemption Account. The Bonds shall be
redeemed only in $5,000 increments.
SECTION 6. RESERVE ACCOUNT REQUIREMENT. The Reserve
Account Requirement for the Bonds shall be zero ($0.00) dollars.
SECTION 7. SALE OF TIlE BONDS. The Bonds shall be sold to the
Purchaser at a purchase price equal to 1130% of the aggregate principal amount thereof.
SECTION 8. APPOINTMENT OF PAYING AGENT AND REGISTRAR.
The County, through the office ofthe Clerk, is hereby designated as the Registrar and Paying
Agent for the Bonds.
SECTION 9. AMENDMENT TO SECTION 2.01 OF THE
RESOLUTION. The th/rd paragraph of Section 2.01 of the Resolution is hereby amended
in its entirety to read as follows:
Payment of each installment of principal and interest on the Bonds will be paid
by check or draft of the Paying Agent to the Holder in whose name such Bond shall
be registered at the close of business on the date which shall be the fifteenth day
(whether or not a business day) of the calendar month next preceding such Interest
Date, or, at the prior wr/nen request and expense of a Holder of $1,000,000 or more
in the aggregate principal amount of Bonds, by bank wire transfer for the account of
such Holder; provided, however, that the Holder of any Bond shall present and
surrender such Bond to the Issuer for the final payment of principal thereof. All
payments of principal and interest on the Bonds shall be payable in any coin or
currency of the United States ofAmerica wMch at the time of payment is legal tender
for the payment ofpublic and private debts.
SECTION 10. AMENDMENT TO SECTION 4.06 OF THE
RESOLUTION. The provisions of Section 4.06 of the Resolution are hereby deleted in
their entirety and the numerical designation, "Section 4.06" shall be reserved so as to
maintain the present numbering of the remaining Sections of Article IV. Any remaining
provisions of the Resolution pertaining to "Non-Ad Valorem Funds" and a covenant or
agreement of the Issuer to appropriate in its annual budget from Non-Ad Valorem Funds
amounts sufficient to make up deficiencies in the Reserve Account shall be disregarded and
shall be of no effect.
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SECTION 11. AMENDMENT TO SECTION 8.01 OF THE
RESOLUTION. Section 8.0 I(H) of the Resolution is hereby deleted in its entirety.
SECTION 12. GENERAL AUTHORITY. The members of the Board of
County Commissioners, the Clerk or any designated Deputy Clerk, the County Administrator
and the officers, attorneys and other agents or employees of thc Issuer are hereby authorized
to do all act~ and things required of them by this Supplemental Resolution or the Resolution
or desirable or consistent with the requirements hereof or the Resolution for the full punctual
and complete performance of ali the terms, covenants and agreements contained in the Bonds
or tiffs Supplemental Resolution, and the adoption of any supplement or amendment to the
Resolution necessary or convenient to accomplish any of the foregoing, and each member,
employee, attorney and officer of the Issuer or the Board of County Commissioners, the
Clerk or any designated Deputy Clerk and the County Administrator are hereby authorized
and directed to execute and deliver any and all papers and instruments and to be and cause
to be done any and all acts and things necessary or proper for carrying out the transactions
contemplated hereunder.
SECTION 13. SEVERABFLITY AND INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions herein contained shall be held contrary
to any express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and shall be deemed
separable bom the remaining covenants, agreements or provisions and shall in no way affect
the validity of any of the other provisions hereof or of thc Bonds.
SECTION 14. RESOLUTION TO CONTINUE IN FORCE. Except as
herein expressly provided, the Resolution and all the terms and provisions thereof are and
shall remain in full force and effect. Such Resolution may be amended or supplemented by
the Issuer in accordance with the terms hereof and thereof and in such manner as it deems
appropriate prior to the delivery of the Bonds.
SECTION IS. EFFECTIVE DATE. This Supplemental Resolution shall
become effective immediately upon its adoption.
This Resolution duly adopted this 26th day of August, 1997.
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"'.ATTEST~
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: ~__
Chairman,/B'oa~d of County Commissioners
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SCHEDULE 1
PRINCIPAL REPAYMENT SCHEDULE
FOR THE BONDS
Principal
Payment Dates
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Principal
Amount
$ 75,000
80,000
90,000
95,000
100,000
105,000
115,000
120,000
130,000
135,000
145,000
155,000
165,000
175,000
185,000
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EXHIBIT A
DISCLOSURE LETTER OF BARNE'FF BANK~ N.A.
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DI$CLO~t..rKE LETTI~ OF BARNE'IT BANK, N.A.
Bo~d of County
of Co~ County, ~orida
Commis~onea:
Florid~l','aplcs P~rk Area Stormwai~r hnprovcrn~nt ~ess~ Bo~% ~cs 1~7 (~e ~onds')
7, 1~7, ~ ~ ,~ ~ppl~ (~ '~o]~on"), the ~d~6~ p=c~ of~e Bonds
(~e 'OH~nd ~r~as~, h~y ~owl~ges ~ repr~ that (1) ~e ~ ~ h
~o~afion' about ~e I~m~ (3) ~e Is~er ha~ m~: ~]able to ~e ~ ~r~r ~e
oppo~W to obt~n addi6o~ ~o~on to v~ the a~ of~e ~o~a~on ~ppli~ ~d
m ~te ~ ~ts ~ H~ ~m ~ b ~ ~ ~ (4) ~e ~ ~cb~ ~ ~d
~ op~ to ~k ~ ~ r~ ~ ~om ~r~~ of~e ~ ~n~
The Orisi.~I Pur~ ackrx~wledges and reprc~ems that it h~ been adv/~ed that ~he Bonds
have not ~ re~t~ u~d~ ~e S~e~ ~ of 1933, ~ ~nd~ ~ re~ upon ~e
~p6on ~ h S~ion 3(a~) ~ ~d ~ ~e Ismer is n~ presen~y re~ und~
S~on 12 of the Se~ ~d ~g: ~ of 1934, a~ ~d~. ~e Ofi~ P~,
th~efore, r~es ~t ~ ~ ~e ~ ~g ~shes to r~ ~ Bonds there ~y not
~ ~ for ~ Bo~ ~r~n~y, ~e Od~ ~ch~ undem~ ~at ~t ~y n~ to ~r
~e fi~ks of t~s ~tm~ for ~ ~te ~ ~n~ my ~e pHor ~ th~ ~mHU of~e Bon~
~y not ~ po~n%Ic or m~ ~ ~t a ~ce ~ ~ w~ ~e ~ ~rch~ ~ pang for ~e
Bonds.
It is understood that the Orisb&! Purchaser has undert~e~ to v~ ~a ~,
~o~ inclu~g ~o~on ~g~g ~e ~s ~d ~i~ ~ndi~on of~c B~. ~e
~o~tlon h ~ r~u~ ~om ~e I~. ~ ~s b~is, h b ~ ~ ac~owl~ offs
or its rcprc~atives to ~d~e ~c ~s~ or v~gon o~ ~o~on r~a~g to ~s
tr~.
· oo
Board of County
of Collier CountT,
August 2~. 1 ~97
Page 2
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Th~ Or/g~nd Purch,uer further ~cknowl~ges and represents that (1) it is the oni7/nitial
purchaser oFthe BoocLa, (2) h ~u such knowledge ~d cxpcd~e in Bnancia/and business
B, onda for more th~n one a,:coum or w/th -' -- - ' ( )/t/a not purcha~g the
one of ~ ~ ~ ~ ~g ~ r~~s ~ ~o~ ~ ~c ~5~-12
Purch~r ~ pro~d~g ~e foxing t~o~aSon ~h r~ to ~e ~ch~e of~c Bonds.
OH~ ~r~as~ re~es~s to y~ u foIJo~:
(a) Thc nacre ~d e~ ~:s of ~scs w be ~ by
~ in ~on ~ ~e hm~ ~ ~e ofthe Bonds ~e:
~e ~ ~ '~s,' u d~ in S~on 218.385, Eodda S~e~ u ~t~,
~ ~e h~ ~e Bonds.
No rnamgeme~ t'~e w~ be charged by the OHg/nal Purchaser in connection w~th the
issuance of'the Bonds.
No other f~ bonus or other cornl~t/on w~ be i~/d by th~ OHgind Purchu~- L~
cot~nect/on with the L~suance of the Bonds lo any person not regularly employed or
reta/ned by the OHglnaJ Purchaser ('mcludlng and "~mde~' u clefmed in Section
2 ] 8.386, l:'lorida Statutes).
The name and addre.~ of'the Odglnai Purchaser is:
Barnett Bazfc, N.A.
796 lru~ Avmuc. South
Naples, FIoH~ 34102
Botrd of'County Commissioners
of Collier Coum~, lrlorid~
August 26, 1997
P~e ]
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The Issuer L~ ~g to ~ S1,~70,000 ~the tlonds for the purpose of ref-a~
ce~n. outst~din~ obl~iom of the Issue. This Bonds ~re expected tn be rq~d
ov~pe~c~ofISyv~rs. AZ~mJml~tr~t¢of6.45%, tot~intcrest I~d ov~r the
~ r~ ~ appro~ $19~,393.5~ ~ ~ch Sto~ ~~
~pr~ or~e lsm~ ~ ~ for appro~ 15 ~s.
EXHIBIT B
BID PROPOSAL
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¢1) ~.
l~au~ Aaanz). ~lO,OOO *
Borr~', A~tue'ue~ $10,000 ~