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Resolution 2010-211 RESOLUTION NO. 2010- 211 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, SUPPLEMENTING RESOLUTION NO. 85-107, AS PREVIOUSLY AMENDED AND SUPPLEMENTED; AUTHORIZING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A SCIENTIFIC RESEARCH AND SERVICES FACILITY SPECIALIZING IN PERSONALIZED MEDICINE TO BE LOCATED WITHIN THE COUNTY AND OPERATED BY THE JACKSON LABORATORY OR AN AFFILIATE THEREWITH; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $130,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2011 IN ORDER TO FINANCE A PORTION OF THE COSTS OF SUCH FACILITIES, SUBJECT TO SUFFICIENT STATE FUNDING; MAKING CERTAIN COVENANTS AND AGREEMENTS WITH RESPECT TO SAID BONDS; AUTHORIZING THE A WARDING OF SAID BONDS PURSUANT TO A PUBLIC BID; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN FOR THE AWARD OF THE BONDS AND THE APPROVAL OF THE TERMS AND DETAILS OF SAID BONDS; PROVIDING FOR THE APPOINTMENT OF THE PAYING AGENT AND REGISTRAR FOR SAID BONDS; PROVIDING FOR THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT WITH RESPECT THERETO; ESTABLISHING A BOOK-ENTRY SYSTEM OF REGISTRATION FOR THE BONDS; PROVIDING FOR THE PREP ARA TION OF AN OFFICIAL NOTICE OF SALE; AGREEING TO COMPLY WITH CONTINUING DISCLOSURE RULES; AND PROVIDING AN EFFECTIVE DATE. 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 April 30, 1985, the Board of County Commissioners (the "Board") of Collier County, Florida (the "Issuer") duly adopted Resolution No. 85-107, as amended and supplemented (collectively the "Resolution"), for the purposes described therein, authorizing, among other things, the issuance of Collier County, Florida Capital Improvement Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), which Series 1985 Bonds were issued for the principal purpose of refunding the Issuer's outstanding Capital Improvement Revenue Bonds, Series 1982; the Series 1985 Bonds are no longer outstanding under the Resolution. (B) Pursuant to the Resolution, the Issuer has heretofore issued its Capital Improvement Revenue Bonds, Series 2002 (the "Series 2002 Bonds") for the principal purpose of financing various capital improvements and refunding certain indebtedness of the Issuer; all of the Series 2002 Bonds are expected to be refunded in connection with the issuance of the Issuer's Special Obligation Refunding Revenue Bonds, Series 2011. (D) Pursuant to the Resolution, the Issuer has heretofore issued its Capital Improvement and Refunding Revenue Bonds, Series 2003 (the "Series 2003 Bonds") for the principal purpose of refunding the Issuer's outstanding Capital Improvement Revenue Refunding Bonds, Series 1992 and financing various capital improvements within the Issuer. (E) Pursuant to the Resolution, the Issuer has heretofore issued its Capital Improvement and Refunding Revenue Bonds, Series 2005 (the "Series 2005 Bonds") for the principal purpose of refunding the Issuer's outstanding Capital Improvement Refunding Revenue Bonds, Series 1994 Bonds and financing various capital improvements within the Issuer. (F) The Issuer has been requested by The Jackson Laboratory (including any affiliate thereof, "Jackson Labs"), to assist in the financing of the acquisition, construction and equipping of a state-of-the-art scientific research and services facility that will specialize in the developing field of personalized medicine, as more particularly described in the records of the Issuer, such facility to be located in Collier County, Florida and operated by Jackson Labs (the "Project"). (G) The State of Florida (the "State") is participating in the funding of the Project and has independently determined that the Project provides a public benefit to the State and the Issuer. (H) The Project will specialize in developing the scientific field of personalized medicine and will focus on the genetics of disease and of the individual, identify mechanisms that cause, prevent, and cure diseases, and enable treatments that are tailored specifically to the individual rather than to the population generally. 2 (I) The Issuer finds and determines that the operation and potentially the ownership of the Project by a private party such as Jackson Labs is necessary to ensure the success of the Project; however, because the Project's paramount purpose is a public one, any private benefit is merely incidental and does not destroy the Project's public character. (J) The construction and operation of the Project serves a valid and paramount public purpose in that: (i) The Project will create a new, state-of-the-art facility which will serve as the anchor for systems genetics research and related high value industries; (ii) The Project will serve as the catalyst for an emerging and evolving biomedical cluster within a Research and Education Village which will include research and development uses, a teaching hospital and educational campus, in addition to other areas dedicated to retail, service, residential and governmental uses; (iii) The Project, will act as a lynchpin to developing a strong biotechnology industry as a means to diversify not only the State's economy but that of the Issuer; (iv) The Project itself will create numerous direct, high wage and salary positions within its first ten years of operation and it is anticipated that the biomedical cluster within the Research and Education Village which will be fostered and encouraged by the development of the Project will generate thousands of additional jobs once fully built out; (v) The Project and the related activities, once built out, will result in an annual economic impact to the area in excess of several hundred million dollars which will far exceed the required contributions by the State and the Issuer; (vi) The Project will help diversify the economy of the Issuer, provide significant high paying employment and ultimate provide significant economic benefits to the public generally that far exceed the required contributions by the State and the Issuer; and (vii) The Project will improve the health, safety and welfare of the inhabitants within the Issuer's geographic boundaries. (K) The Project will result in significant benefits to the public and as a whole provides a paramount public benefit and any private benefit will be incidental to that public benefit. 3 (L) The Resolution provides for the issuance of Additional Parity Bonds on a parity with the then outstanding Series 2003 Bonds and Series 2005 Bonds (collectively, the "Parity Bonds ") for the purpose of financing costs of the acquisition, construction and equipping of the Project, upon meeting the requirements set forth therein. (M) There is hereby authorized the financing and/or reimbursing of costs of the acquisition, construction and equipping of the Project, all in the manner as provided by the Resolution and this supplemental resolution. (N) The Issuer deems it to be in its best interest to issue its Collier County, Florida Capital Improvement Revenue Bonds, Series 2011 (the "Series 2011 Bonds") for the principal purpose of financing and/or reimbursing the costs of the acquisition, construction and equipping of the Project and such Series 2011 Bonds shall be issued on parity in all respects with the Parity Bonds pursuant to the terms of the Resolution. (0) In accordance with Section 218.385, Florida Statutes, and pursuant to this Resolution, the Series 2011 Bonds shall be advertised for competitive bids pursuant to an Official Notice of Sale which shall be subject to subsequent approval by the Board (the "Official Notice of Sale"). (P) Pursuant to the Official Notice of Sale, any competitive bids received in accordance with the Official Notice of Sale on or prior to a sale date to be established in accordance with the terms and provisions hereof and of the Official Notice of Sale, shall be publicly opened and announced. (Q) It is necessary and appropriate that the Board determine certain parameters for the terms and details of the Series 2011 Bonds and to delegate certain authority to the Chairman of the Board for the award of the Series 2011 Bonds and the approval of the terms of the Series 2011 Bonds in accordance with the provisions hereof, of the Resolution and of the Official Notice of Sale. (R) The Issuer hereby certifies that it is not in default in performing any of the covenants and obligations assumed under the Resolution and all of the covenants contained in the Resolution shall apply to the Series 2011 Bonds. (S) The Series 2011 Bonds shall not be issued until all of the conditions to the issuance of Additional Parity Bonds (as defined in the Resolution) set forth in the Resolution are satisfied. (T) The Resolution provides that the Series 2011 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 as shall be determined by Supplemental Resolution (as defined in the Resolution) adopted by the Issuer, and it is 4 now appropriate that the Issuer set forth the parameters and mechanism to determine such terms and details. (U) The Series 2011 Bonds shall not constitute a general obligation or a pledge of the faith, credit or taxing power of the Issuer, the State of Florida, or any political subdivision thereof, within the meaning of any constitutional or statutory provisions. Neither the Issuer, the State of Florida, nor any political subdivision thereof shall be obligated (i) to exercise its ad valorem taxing power in any form on any real or personal property of or in the Issuer to pay the principal of the Series 2011 Bonds, the interest thereon, or other costs incidental thereto, or (ii) to pay the same from any other funds of the Issuer except from the Pledged Revenues (as defined in the Resolution), in the manner provided in the Resolution. SECTION 2. DEFINITIONS. When used in this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions may be hereinafter amended or defined. SECTION 3. AUTHORITY FOR THIS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the Act and the Resolution. SECTION 4. AUTHORIZATION OF THE FINANCING OF THE PROJECT. The Issuer hereby authorizes the financing and/or reimbursing of a portion of the costs of the Project. SECTION 5. DESCRIPTION OF THE SERIES 2011 BONDS. The Issuer hereby authorizes the issuance of a Series of Bonds in the aggregate principal amount of not exceeding $130,000,000 to be known as the "Collier County, Florida Capital Improvement Revenue Bonds, Series 2011" (or such other Series designation as the Chairman may determine), for the purposes of financing and/or reimbursing a portion of the costs of the acquisition, construction and equipping of the Project, funding the Reserve Account, if necessary, and paying costs and expenses relating to the issuance of the Series 2011 Bonds. The aggregate principal amount of the Series 2011 Bonds to be issued pursuant to the Resolution shall be determined by the Chairman provided such aggregate principal amount does not exceed $130,000,000. The Series 2011 Bonds shall be dated as of the date of their delivery or such other date as the Chairman may determine, shall be issued in the form of fully registered Bonds in the denomination of $5,000 or any integral multiple thereof, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R", shall bear interest from the dated date determined therefor, payable semi-annually, on April 1 and October 1 of each year (the "Interest Dates"), commencing on October 1, 2011, or such other date as may be determined by the Chairman. 5 Interest on the Series 2011 Bonds shall be payable by check or draft of the paying agent to be subsequently selected by the Issuer (the "Paying Agent"), made payable and mailed to the Holder in whose name such Series 2011 Bonds 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 the applicable Interest Date, or, at the request of such Holder, by bank wire transfer to the account of such Holder. Principal of the Series 2011 Bonds is payable to the Holder upon presentation, when due, at the designated corporate trust office of the Paying Agent. The principal of, redemption premium, if any, and interest on the Series 2011 Bonds are payable in lawful money of the United States of America. The Series 2011 Bonds shall bear interest at such rates and prices or yields, shall mature on October 1 of each of the years and in the principal amounts corresponding to such years, and shall have such redemption provisions as determined by the Chairman subject to the conditions set forth in Sections 5, 7 and 8 hereof and the provisions of the Official Notice of Sale. The final maturity of the Series 2011 Bonds shall be determined by the Chairman but shall not be later than October 1, 2045. All of the terms of the Series 2011 Bonds will be included in a certificate to be executed by the Chairman following the award of the Series 2011 Bonds (the "Award Certificate") and shall be set forth in the final Official Statement, as described herein. SECTION 6. FUNDING BY THE STATE. As noted in the findings set forth in Section 1 hereof, the State intends to participate in the funding of the Project. Notwithstanding any other provision contained herein, the Issuer shall not issue the Series 2011 Bonds until the Issuer is satisfied that the State has committed sufficient funding toward the Project. SECTION 7. AWARD OF SERIES 2011 BONDS. The Chairman, on behalf of the Issuer and only in accordance with the terms hereof and of the Official Notice of Sale, shall award the Series 2011 Bonds to the underwriter or underwriters (the "Underwriters") that submit a bid proposal which complies in all respects with the Resolution, this Supplemental Resolution and the Official Notice of Sale and offers to purchase the Series 2011 Bonds at the lowest true interest cost to the Issuer, as calculated by the Issuer's financial advisor (the "Financial Advisor") in accordance with the terms and provisions of the Official Notice of Sale; provided, however, the Series 2011 Bonds shall not be awarded to any bidder unless the true interest cost set forth in the winning bid (as calculated by the Financial Advisor) is equal to or less than 8.00%. In accordance with the provisions of the Official Notice of Sale, the Chairman may, in his sole discretion, reject any and all bids. SECTION 8. REDEMPTION PROVISIONS FOR SERIES 2011 BONDS. The Series 2011 Bonds may be redeemed prior to their respective maturities from any moneys legally available therefor, upon notice as provided in the Resolution, upon the terms and provisions as determined by the Chairman, in his discretion and upon 6 the advice of the Financial Advisor; provided, however, with respect to optional redemption terms for the Series 2011 Bonds, if any, the first optional redemption date may be no later than the first October 1 which is no earlier than 10 years from the date of issuance of the Series 2011 Bonds and no call premium may exceed 2.00% of the par amount of that portion of the Series 2011 Bonds to be redeemed. Term Bonds may be established with such Amortization Installments as the Chairman deems appropriate and upon the advice of the Financial Advisor. The Chairman may determine, in his discretion and upon the advice of the Financial Advisor, that the Series 2011 Bonds shall not be subject to any optional or mandatory redemption provisions. The redemption provisions for the Series 2011 Bonds, if any, shall be set forth in the Award Certificate and in the final Official Statement. SECTION 9. FULL BOOK-ENTRY. Notwithstanding the provisions set forth in Section 13 of the Resolution, the Series 2011 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2011 Bond for each of the maturities of the Series 2011 Bonds. Upon initial issuance, the ownership of each such Series 2011 Bond shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). As long as the Series 2011 Bonds are registered in the name of Cede & Co., all of the Outstanding Series 2011 Bonds shall be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee ofDTC. As long as the Series 2011 Bonds shall be registered in the name of Cede & Co., all payments of principal on the Series 2011 Bonds shall be made by the Paying Agent by check or draft or by bank wire transfer to Cede & Co., as Holder of the Series 2011 Bonds, upon presentation of the Series 2011 Bonds to be paid, to the Paying Agent. With respect to Series 2011 Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation to any direct or indirect participant in the DTC book-entry program (the "Participants"). Without limiting the immediately preceding sentence, the Issuer, the Registrar and the Paying Agent shall have no responsibility or obligation with respect to (A) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest on the Series 2011 Bonds, (B) the delivery to any Participant or any other Person other than a Bondholder, as shown in the registration books kept by the Registrar, of any notice with respect to the Series 2011 Bonds, including any notice of redemption, or (C) the payment to any Participant or any other Person, other than a Bondholder, as shown in the registration books kept by the Registrar, of any amount with respect to principal of, Redemption Price, if any, or interest on the Series 2011 Bonds. The Issuer, the Registrar and the Paying Agent may treat and consider the Person in whose name each Series 2011 Bond is registered in the registration books kept by the Registrar as the Holder and absolute owner of such Bond for the purpose of payment of principal, Redemption Price, if any, and interest with respect to such Bond, for the purpose of giving notices of 7 redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, Redemption Price, if any, and interest on the Series 2011 Bonds only to or upon the order of the respective Holders, as shown in the registration books kept by the Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, Redemption Price, if any, and interest on the Series 2011 Bonds to the extent of the sum or sums so paid. No Person other than a Holder, as shown in the registration books kept by the Registrar, shall receive a certificated Bond evidencing the obligation of the Issuer to make payments of principal, Redemption Price, if any, and interest pursuant to the provisions of the Resolution. Upon delivery by DTC to the Issuer of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in the Resolution with respect to transfers during the 15 days next preceding an Interest Date or first mailing of notice of redemption, the words "Cede & Co." in this Supplemental Resolution shall refer to such new nominee of DTC; and upon receipt of such notice, the Issuer shall promptly deliver a copy of the same to the Registrar and the Paying Agent. Upon (A) receipt by the Issuer of written notice from DTC (i) to the effect that a continuation of the requirement that all of the outstanding Series 2011 Bonds be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, is not in the best interest of the beneficial owners of the Series 2011 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, or (B) determination by the Issuer that such book-entry only system is burdensome or undesirable to the Issuer and compliance by the Issuer with all applicable policies and procedures of DTC regarding discontinuing of the book entry registration system, the Series 2011 Bonds shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names Holders shall designate, in accordance with the provisions of the Resolution. In such event, the Issuer shall issue and the Registrar shall authenticate, transfer and exchange the Series 2011 Bonds of like principal amount and maturity, in denominations of $5,000 or any integral multiple thereof to the Holders thereof. The foregoing notwithstanding, until such time as participation in the book-entry only system is discontinued, the provisions set forth in the Blanket Issuer Letter of Representations previously executed by the Issuer and delivered to DTC shall apply to the payment of principal of, premium, if any, and interest on the Series 2011 Bonds. 8 SECTION 10. APPLICATION OF SERIES 2011 BOND PROCEEDS; USE OF OTHER MONEYS. The proceeds derived from the sale of the Series 2011 Bonds shall be applied by the Issuer as follows: (A) A sufficient amount of the Series 2011 Bond proceeds shall be deposited to the Reserve Account, to the extent necessary, to fund the Reserve Account at the applicable Reserve Requirement, if any. (B) The remainder of the proceeds of the Series 2011 Bonds shall be deposited to the Construction Fund and applied to pay costs of the Project and to pay costs of issuance of the Series 2011 Bonds. SECTION 11. PRELIMINARY OFFICIAL STATEMENT. The Issuer's Disclosure Counsel is hereby authorized and directed to prepare a Preliminary Official Statement in connection with the marketing and offering of the Series 2011 Bonds (the "Preliminary Official Statement") in compliance in all respects with applicable federal and State securities laws. The Preliminary Official Statement is subject to prior approval by the Board prior to its distribution. SECTION 12. OFFICIAL STATEMENT. The form, terms and provisions of the Official Statement relating to the Series 2011 Bonds shall be substantially as set forth in the Preliminary Official Statement and shall include all of the specific financial terms of the Series 2011 Bonds. Subject in all respects to the award of the Series 2011 Bonds in accordance with this Supplemental Resolution and the Official Notice of Sale, the Chairman is hereby authorized and directed to execute and deliver said Official Statement in the name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered to the Underwriters with such changes, amendments, modifications, omissions and additions as may be approved by the Chairman. Said Official Statement, including any such changes, amendments, modifications, omissions and additions as approved by the Chairman and the information contained therein are hereby authorized to be used in connection with the sale of the Series 2011 Bonds to the public. SECTION 13. OFFICIAL NOTICE OF SALE. Bond Counsel to the Issuer is hereby authorized and directed to prepare the Official Notice of Sale. The Official Notice of Sale is subject to prior approval by the Board prior to its publication and use. If the Official Notice of Sale is approved, the Chairman is hereby authorized to advertise and publish the Official Notice of Sale or a summary thereof at such time as she shall deem necessary and appropriate, upon the advice of the Financial Advisor, to accomplish the competitive sale of the Series 2011 Bonds. SECTION 14. APPOINTMENT OF PAYING AGENT AND REGISTRAR. The Board shall select, upon the advice of the Financial Advisor, the Paying Agent and Registrar for the Series 2011 Bonds prior to their issuance. The 9 Chairman and/or the Clerk are hereby authorized to enter into any agreement which may be necessary to evidence the selection. SECTION 15. SECONDARY MARKET DISCLOSURE. The Issuer hereby covenants and agrees to comply in all respects with the secondary market disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission. SECTION 16. VALIDATION AUTHORIZED. To the extent deemed necessary or by Bond Counselor desirable by the County Attorney, Bond Counsel is authorized to institute appropriate proceedings for validation of the Series 2011 Bonds herein authorized pursuant to Chapter 75, Florida Statutes. SECTION 17. GENERAL AUTHORITY. The members of the Board, the Clerk and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Resolution, the Resolution or the Series 2011 Bonds, or desirable or consistent with the requirements hereof or the Resolution or the Series 2011 Bonds for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2011 Bonds or the Resolution and each member, employee, attorney and officer of the Issuer or the Board and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. If the Chairman is unavailable or unable at any time to perform any duties or functions hereunder including but not limited to those described in Sections 5, 7 and 8 hereof, the Vice-Chairman of the Board is hereby authorized and directed to act on his behalf. SECTION 18. SEVERABILITY 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 from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2011 Bonds. SECTION 19. 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. 10 SECTION 20. EFFECTIVE DATE. This Supplemental Resolution shall become effective immediately upon its adoption. DULY ADOPTED this 12th day of October, 2010. COLLIER COUNTY, FLORIDA (SEAL) ,'. .",. '-'. ":-fl.l,,.., .'~(} 1 -,:,\ '. "p -'.;) ( . 11