Resolution 1988-019
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RESOWTION NO.
88-19 ORiGINAL
A RESOLUTION PRESCRIBING THE FORMS, AND
AUTHORIZING THE EXECUTION AND DELIVERY, OF
AMENDMENTS TO THE INDENTURES OF TRUST
SECURING THE COUNTY'S $7),400,000 SOLID WASTE
REVENUE BONDS (RESOURCE RECOVERY OF COLLIER,
INC. PROJECT), SERIES 1985A AND THE COUNTY'S
$17,600,000 SOLID WASTE REVENUE BONDS
(RESOURCE RECOVERY OF COLLIER, INC. PROJECT),
SERIES 1985B; AND PRESCRIBIHG AN EFFECTIVE
DATE HERETO.
WHEREAS, Collier c~ur:ty, Florida (the "Issuer") is
authorized by the provlSlons of the Florida Industrial
Development Financing Act, being Part II of Chapter 159, Florida
Statutes (the "Act"), to, among other things, issue revenue bonds
for the purpose of using the proceeds thereof to acquire,
construct, equip and install certain capital projects in order to
promote the economy of the State of Florida and the welfare of
the citizens thereof; and
WHEREAs, the ISsuer has heretofore issued its $70,400,000
Solid Waste Revenue Bonds (Resource Recovery of Collier,
Inc. Proj ect), Series 1985A (the lISeries 1985A Bondsll) and its
$17,600,000 Solid Waste Revenue Bonds (Resource Recovery of
Collier, Inc. Project), Series 1985B (the "Series 1985B Bonds"),
pursuant to the Act in order to loan the proceeds thereof to
Resource Recovery of ColI ier, Inc. (the "Borrower") to finance
the acquisition, const.ruction, equipping and installation of a
facility suitable for processing and disposing solid waste and
for generating electricity (the "Project"), which facility shall
be located in Collier County; and
WHEREAs, the Series 1985A Bonds are issued pursuant to, and
secured by, an Indenture of Trust, dated as of December 31, 1985
(the "Series 1985A Indenture"), between the Issuer and Sun Bank,
National Association, Orlando, Florida (the "Trustee"); and
WHEREAs, the Series 1985B Bonds are issued pursuant to, and
secured by, an Indenture of Trust, dated as of December 31, 1985
(the "Series 1985B Indenture"), between the Issuer and the
Trustee; and
WHEREAs, the Issuer and the Trustee now desire to amend the
Series 1985A Indenture and the Series 1985B Indenture in certain
respects in order to clarify matters contained therein;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTy
COMMISSIONERs OF COLLIER COUNTY, FLORIDA:
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SECTION 1. AUTHORITY FOR TIllS RESOLUTION. This Resolution
is adopted pursuant to the provisions of Part II of Chapter 159,
Florida Statutes, and other applicable provisions of law.
SECTION 2. AUTHORIZATION OF AMENDMENT TO THE SERIES 1985A
INDENTURE. The Issuer hereby authorizes and directs the Chairman
of the Board of County Commissioners to execute, and its Clerk to
attest under the seal of the Issuer, the Amendment to the Series
1985A Inde;1ture and to deliver such Amendment to the Trustee and
does hereby authorize and direct the execution, sealing and
delivery of such Amendment. All of the provisions of the
Amendment when executed and delivered by the Issuer as authorized
herein and when duly authorized, executed and delivered by the
Trustee shall be deemed to be a part of this Resolution as fully
and to the same extent as if incorporated verbatim herein, and
such Amendment shall be in substantially the form of the
Amendment attached hereto as Exhibit A with such changes,
amendments, modifications, omissions and additions, including the
date of such Amendment, as may be approved by said Chairman.
Execution by the Chair~an of such Amendment shall be deemed to be
conclusive evidence of approval of such changes.
SECTION J~ AUTHORIZATION OF AMENDMENT TO THE SERIES 1985B
INDENTURE. The Issuer hereby authorizes and directs the Chairman
of the Board of County Commissioners to execute, and its Clerk to
attest under the seal of the Issuer, the Amendment to the Series
1985B Indenture and to deliver such Amendment to the Trustee and
does hereby authorize and direct the execution, sealing and
delivery of such Amendment. All of the provisions of such
Amendment when executed and delivered by the Issuer as authorized
herein and when duly aut.horized, executed and delivered by the
Trustee shall be deem~d to be a part of this Resolution as fully
and to the same extent as if incorporated verbatim herein, and
such Amendment shall be in substantially the form of the
Amendment attached hereto as Exhibit B with such changes,
amendments, modifications, omissions and additions, including the
date of such Amendment, as may be approved by said Chairman.
Execution by the Chairman of such Amendment shall be deemed to be
conclusive evidence of approval of such changes.
SECTION 4. AUTHORIZED OFFICERS. The term "Chairman" as
used herein shall include the Vice-Chairman of the Board of
County Commissioners if the Chairman is absent or unavailable to
perform his obligations hereunde:c. The term "Clerk" as used
herein shall include any Deputy Clerk of the Board of County
Commissioners if the Clerk is absent or unavailable to perform
his obligations hereunder.
SECTION 5. SEVERABILITY AND INVALID PROVISIONS. If anyone
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
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prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such convenants, agreempn~~ or.
provisions shall be null and void and shall be deemed separate
from the remaining covenants, agreements or provisions and shall
in no way affect the validity of any of the other provisions
hereof or for the Series 1985A Bonds or Series 1985B Bonds.
SECTION 6. REPEALING CLAUSE. All resolutions or parts
thereof of the Issuer in conflict with the provisions herein
contained are, to the extent of such conflict, hereby superseded
and repealed.
SECTION 7. EFFECTIVE DATE. This resolution shall take
effect immediately upon its adoption.
RESOLVED in Regular-\ Session, this 12th day of January, 1988.
BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA
(SEAL)
By:
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Chairman
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EXHIBIT A
THIRD AMENDATORY INDENTURE OF TRUST
THIS THIRD AMENDATORY INDENTURE OF TRUST, by and between
Collier County, Florida, a political subdivision of the State of
Florida (hereinafter called the "Issuer"), and Sun Bank, National
Association, a national banking association duly organized,
existing under the laws of the United States of America, with its
principal office located at 255 South Orange Avenue, Suite 601,
Orlando, Florida 32801, as Trustee (hereinafter called the
"Trustee").
WIT N E SSE T H:
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WHEREAS, the Issuer and the Trustee have hereunto entered
into an Indenture of Trust, dated as of December 31, 1985 (the
"Indenture"), -relating to the issuance by the County of its
$70,400,000 Solid Waste Revenue Bonds (Resource Recovery of
Collier, Inc. Project), Series 1985A (the "Bonds"); and
WHEREAS, the Issuer and the Trustee desire to amend the
Indenture to increase the number of Initial Interest Payment
Dat',es established by the Indenture in order to give the Issuer
grLater flexibility in financing the Project described therein;
NOW, THEREFORE, the Issuer and the Trustee hereby agree as
follows:
SECTION 1. The definition
Date" contained in Section 1.01
amended to read as follows:
of
of
"Initial Interest
the Indenture is
Payment
hereby
"Ini tial Interest Payment Date" shall mean each of July 1,
1986, October 1, 1986, February 1, 1987, August 1, 1987, February
1, 1988 and February I, 1989.
SECTION 2. The t.hird paragraph of Section 2.02 (c) of the
Indenture is hereby amended to read as follows:
In the event that the Borrower has not declared, on or prior
to Januan' 15, 1989 an Initial Interest Payment Date to be the
CommencemEnt Date in accordance with Section 2.02 (d) below, the
Series 1985A Bonds shall be subject to redemption in whole on
February I, 1989 at a redemption price equal to the principal
amount thereof, plus accrued interest to the redemption date.
Written notice of such redemption shall be given to all
Bondholders at least seven days prior to February 1, 1989.
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SECTION 3. To the extent not contradictory hereof, all
terms and provisions cOi'ltained in Lhe Il1u~llture shall remain in
full force and effect.
SECTION 4. This Third Amendatory Indenture of Trust shall
become effective upon its execution.
IN WITNESS WHEREOF, the Issuer and the Trustee have executed
this Third Arn'andatory Indenture of Trust as of the 12th day of
January, 1988.
COLLIER COUNTY, FLORIDA
(SEAL)
By:
Chairman, Board of County
Commissioners of Collier County,
Florida
ATTEST:
Clerk, Board of County
Commissioners of Collier
County, Florida
SUN BANK, NATIONAL ASSOCIATION,
Trustee
(SEAL)
By:
Title:
ATTEST:
By
Title
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BORROWER'S CONSENT
Resource Recovery of ColI ier, Inc. hereby consents to the
attached modifications to the Indenture of Trust, dated December
31, 1985, between Collier County, Florida and Sun Bank, National
Association.
RESOURCE RECOVERY OF COLLIER, INC.
By:
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EXHIBIT B
THIRD AMENDATORY INDENTURE OF TRUST
THIS THIRD AMENDATORY INDENTURE OF TRUST, by and between
Collier County, Florida, a political subdivision of the State of
Florida (hereinafter called the "Issuer"), and Sun Bank, National
Association, a national banking association duly organized,
existing under the laws of the united States of America, with its
principal office located at 255 South Orange Avenue, suite 601,
Orlando, Florida 32801, as Trustee (hereinafter called the
"Trustee") .
WIT N E SSE T H:
WHEREAS, the Issuer and the Trustee
into an Indenture of Trust, dated as of
"Indenture"), relating to the issuance
$17,600,000 Solid Waste Revenue Bonds
Collier, Inc. Project), Series 1985B (the
have hereunto entered
December 31, 1985 (the
by the County of its
(Resource Recovery of
"Bonds"); and
WHEREAS, the Issuer and the Trustee desire to amend the
Indenture to increase the number of Initial Interest Payment
Dates established by the Indenture in order to give the Issuer
greater flexibility in financing the Project described therein;
NOW, THEREFORE, the Issuer and the Trustee hereby agree as
follows:
SECTION 1. The definition
Date" contained in Section 1.01
amended to read as follows:
"Initial Interest
the Indenture is
of
of
Payment
hereby
"Initial Interest Payment Date" shall mean each of July 1,
1986, October 1, 1986, February 1, 1987, August I, 1987, February
1, 1988 and February 1, 1989.
SECTION 2. The third paragraph of Section 2.02 (c) of the
Indenture is hereby amended to read as follows:
In the event that the Borrower has not declared, on or prior
to January 15, 1989 an Initial Interest Payment Date to be the
Commencement Date in accordance with Section 2.02(d) below, the
Series 1985B Bonds shall be subject to redemption in whole on
February 1, 1989 at a redemption price equal to the principal
amount thereof, plus accrued interest to the redemption date.
Written notice of such redemption shall be given to all
Bondholders at least seven days prior to February 1, 1989.
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SECTION 3. To the extent not contradictory hereof, all
terms and provisions contained in the Indenture shall remain in
full force and effect.
SECTION 4. This Third Amendatory Indenture.of Trust shall
become effective u~on its execution.
IN WITNESS WHEREOF, the Issuer and the Trustee have executed
this Third Amendatory Indenture of Trust as of the 12th day of
January, 1988.
COLLIER COUNTY, FLORIDA
( SEAL)
ATTEST:
By:
Chairman, Board of County
Commissioners of Collier County,
Florida
Clerk, Board of County
Commissioners of Collier
County, Florida
SUN BANK, NATIONAL ASSOCIATION,
Trustee
( SEAL)
By:
Title:
ATTEST:
By
Title
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BORROWER'S CONSENT
attacned modifications to the Indent~re of Tr~st, dated December
Resource Recovery of ColI ier, Inc. hereby consents to the
31, 1985, between Collier County, Florida and Sun Bank, National
Association.
RESOURCE RECOVERY OF COLLIER, INC.
By:
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