Resolution 1993-373 FS
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`r%=•- RESOLUTION NO. 93-373
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
ACTING ON ITS OWN BEHALF AND AS THE GOVERNING
BODY OF THE PINE RIDGE INDUSTRIAL PARK
MUNICIPAL SERVICES TAXING AND BENEFIT UNIT AND
THE NAPLES PRODUCTION PARK MUNICIPAL SERVICE
TAXING AND BENEFIT UNIT, AUTHORIZING THE
ISSUANCE BY THE COUNTY OF $17,335,000 IN
AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY,
FLORIDA PINE RIDGE INDUSTRIAL PARK AND NAPLES
PRODUCTION PARK MUNICIPAL SERVICE TAXING AND
BENEFIT UNITS SPECIAL ASSESSMENT BONDS, SERIES
1993, IN ORDER TO REFINANCE THE COST OF THE
ACQUISITION AND CONSTRUCTION OF VARIOUS
IMPROVEMENTS IN THE ABOVE-DESCRIBED UNITS;
PLEDGING THE MONEYS RECEIVED BY THE COUNTY
FROM SPECIAL ASSESSMENTS UPON PROPERTY
BENEFITTED BY THE AFOREMENTIONED IMPROVEMENTS
TO SECURE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON SAID BONDS; PROVIDING FOR THE
RIGHTS OF THE HOLDERS OF SAID BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE FOR THIS
RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER
COUNTY, FLORIDA, ACTING ON ITS OWN BEHALF AND AS THE GOVERNING BODY
OF THE PINE RIDGE INDUSTRIAL PARK MUNICIPAL SERVICES TAXING AND
BENEFIT UNIT AND THE NAPLES PRODUCTION PARK MUNICIPAL SERVICE
TAXING AND BENEFIT UNIT, AS FOLLOWS:
ARTICLE I
GENERAL
SECTION 1.01. DEFINITIONS. When used in this Resolution, the
following terms shall have the following meanings, unless the
context clearly otherwise requires:
"Act" shall mean Chapter 125, Florida Statutes, the Assessment
Ordinances, and other applicable provisions of law.
"Act 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 insolvency, (3) there shall be
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appointed a receiver, liquidator or similar official for the Issuer
under any law relating to bankruptcy or insolvency, or (4) without
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 proceeding 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, in and of itself, constitute
an Act of Bankruptcy.
"Amortization Installment" shall mean an amount designated as
such by Supplemental Resolution of the Issuer.
"Annual Debt Service" shall mean, at any time, the aggregate
amount in the then current Fiscal Year of (1) interest required to
be paid on the Outstanding Bonds during such Fiscal Year, except
to the extent that such interest is to be paid from deposits in the
Interest Account made from Bond proceeds, (2) principal of
Outstanding Serial Bonds maturing in such Fiscal Year, and (3) the
Amortization Installments herein designated with respect to such
Fiscal Year.
"Assessment Account" shall mean the separate account in the
Debt Service Fund established pursuant to Section 4.03 hereof.
"Assessment Ordinances" shall mean, in the case of the Pine
Ridge Unit, Ordinance No. 85-32 of the Issuer, adopted on June 18,
1985, and, in the case of the Naples Production Park Unit,
Ordinance No. 88-23 of the Issuer, adopted on February 23, 1988.
"Assessments" shall mean the special assessments lawfully
levied by the Issuer in accordance with the Assessment Ordinances
against properties specially benefited by the acquisition and
construction of the 1993 Project. Assessments shall include
Collection Costs.
"Authorized Investments" 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:
(1) (A) Direct obligations (other than an obligation subject
to variation in principal repayment) of the United States of
• America, (B) obligations fully and unconditionally guaranteed as
to timely payment of principal and interest by the United States
of America, (C) obligations fully and unconditionally guaranteed •
as to timely payment of principal and interest by any agency or
instrumentality of the United States of America when such
obligations are backed by the full faith and credit of the United
States of America, or (D) evidences of ownership of proportionate
interests in future interest and principal payments on obligations
described above held by a bank or trust company as custodian, under
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sv-•, � . which the owner of the investment is the real party in interest and
has the right to proceed directly and individually against the
obligor and the underlying government obligations are not available
to any person claiming through the custodian or to whom the
custodian may be obligated (collectively, the "United States
Obligations") .
(2) Federal Housing Administration debentures.
(3) Obligations of government-sponsored agencies which are
not backed by the full faith and credit of the U.S. government:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates
Debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal
Intermediate Credit
Banks, and Banks for Cooperatives)
Consolidated system-wide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
Letter of credit (LOC).-backed issues
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped
mortgage securities which are valued greater than par on
the portion of unpaid principal)
-Student Loan Marketing Association (SLMA)
Senior debt obligations (excluding securities that do not
have a fixed par value and/or whose terms do not promise
a fixed dollar amount at maturity or call date)
-Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Unsecured certificates of deposit, time deposits, and
bankers' acceptances (having maturities of not more than 30 days)
of any bank the short-term obligations of which are rated 'A-1' or
better by S&P.
(5) Deposits the aggregate amount of which are fully insured
by the Federal Deposit Insurance Corporation (FDIC) , in banks which
have capital and surplus of at least $5 million. •
• (6) Commercial paper (having original maturities of not more
than 270 days) rated 'A-1+' by S&P and 'Prime-1' by Moody's.
(7) Money market funds rated 'AAm' or 'AAm-G' by S&P, or
better.
(8) "State Obligations," which means:
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(A) Direct general obligations of any state of the
United States of America or any subdivision or agency thereof
to which is pledged the full faith and credit of a state the
unsecured .general obligation debt of which is rated 'A3' by
Moody's And 'A' by S&P, or better, or any obligation fully and
unconditionally guaranteed by any state, subdivision or agency
whose unsecured general obligation debt is so rated.
(B) Direct general short-term obligations of any state
agency or subdivision or agency thereof described in (A) above
and rated 'A-1+' by S&P and 'Prime-1' by Moody's.
(C) Special Revenue Bonds (as defined in the United
States Bankruptcy Code) of any state, state agency or •
subdivision described in (A) above and rated 'AA' or better
by S&P and 'Aa' or better by Moody's.
(9) Pre-refunded municipal obligations rated "AAA" by S&P and
"Aaa" by Moody's meeting the following requirements:
(A) The municipal obligations are (i) not subject to
redemption prior to maturity, or (ii) the escrow agent
therefor has been given irrevocable instructions concerning
their call and redemption and the issuer of the municipal
obligations has covenanted or agreed not to redeem such
municipal obligations other than as set forth in such
instructions;
(B) The municipal obligations are secured by cash or
United States Obligations which may be applied only to payment
of the principal of, redemption premium, if any, and interest
on such municipal obligations;
(C) The principal of and interest on the United States
Obligations (plus any cash in the escrow) has been verified �.
by a report of an independent certified public accountant to
be sufficient to pay in full all principal of, redemption
premium, if any, and interest due and to become due on the
municipal obligations ("Verification") ;
(D) The cash or United States Obligations serving as
security for the municipal obligations are held by an escrow
agent or trustee in trust for owners of the municipal
obligations;
(E) No substitution of a United States Obligation shall
be permitted except with another United States Obligation and •
cash and upon delivery of a new Verification; and
(F) The cash or United States Obligations are not
available to satisfy any other claims, including those by or
against the trustee or escrow agent.
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(10) Repurchase agreements collateralized by investments
described in paragraphs (1) , (2) or (3) above with any registered
broker/dealer subject to the jurisdiction of the Securities
Investors' Protection Corporation or any commercial bank, if such
broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated "Prime-1" or "A" or better by Moody's, and "A-1"
or "A" or better by S&P, provided:
(A) A master repurchase agreement or specific written
repurchase agreement governs the transactions;
(B) The securities shall be held free and clear of any
lien by the Issuer or an independent third party acting solely
as agent for the Issuer and such third party is (i) a Federal
Reserve Bank, or (ii) a bank which is a member of the Federal
Deposit Insurance Corporation and which has combined capital,
surplus and undivided profits of not less than $25 million;
(C) A perfected first security interest under the
Uniform Commercial Code, or book entry procedures prescribed
at 31 C.F.R. , 306.1 et. seq. or 31 C.F.R. 350.0 gt. sea. in
such securities is created for the benefit of the Issuer;
(D) The purchase agreement has a maximum term of 180
days or less, and the Issuer will value the collateral
securities no less frequently than weekly and may liquidate
the collateral securities if any deficiency in the required
collateral percentage is not restored within two business days
of such valuation; and
(E) The fair market value of the securities in relation
to the amount of the repurchase obligation, including
principal and interest, is equal to at least 102%.
(11) Investment Agreements with (A) a domestic or foreign bank
or financial institution the long-term debt of which is rated at
least 'AA' by S&P and 'Aa' by Moody's; or (B) a financial
institution which is a subsidiary of a company the long-term debt
of which is rated at least 'AA' by S&P and at least 'Aa" by
Moody's, and such company shall unconditionally guarantee the
obligations of the financial institution under the repurchase
agreement; provided, that, by the terms of the Agreement:
(A) Interest payments are to be made to the Issuer or
Paying Agent at times and in amounts as necessary to pay debt
•
service (or, if the agreement is for the construction fund,
construction draws) on the Bonds;
(B) The invested funds are available for withdrawal
without penalty or premium, at such time as such moneys shall
be needed pursuant to the terms of this Resolution upon not
more than seven days' prior notice (which notice may be
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withdrawal date) ;
`,. (C) The investment agreement shall state that it is the
unconditional and general obligation of, and is not
subordinated to any other obligation of, the provider thereof;
(D) A fixed guaranteed rate of interest is to be paid
on invested funds and all future deposits, if any, required •
to be made to restore the amount of such funds to the level
specified under this Resolution;
(E) The Issuer receives the opinion of counsel to the
effect that such investment agreement is legal, valid, binding
and enforceable upon the provider in accordance with its
terms;
(F) The investment agreement must provide that if during
its term
(i) the provider's rating by either Moody's or S&P
falls below 'A' , the provider must, at the direction of
the Issuer, within ten days of receipt of such direction,
either (a) collateralize the investment agreement by
delivering or transferring in accordance with applicable
state and federal laws (other than by means of entries
on the provider's books) to the Issuer or a third party
acting solely as agent for the Issuer United States
Treasury Obligations which are free and clear of any
third-party liens or claims at 103%; or (b) repay the
principal of and accrued but unpaid interest on the
investment (the choice of (a) or (b) above shall be that
of the Issuer) , and
(ii) the provider's rating by either Moody's or S&P •
is withdrawn or suspended or falls below "BBB+" or
"Baa-1," respectively, the provider must, at the
direction of the Issuer, within ten days of receipt of •
such direction, repay the principal of and accrued but
unpaid interest on the investment, in either case with
no penalty or premium to the Issuer;
(G) The investment agreement shall state and an opinion
of counsel shall be rendered that the Issuer or third party
has a perfected first priority security interest in the
collateral, any substituted collateral and all proceeds
thereof (in the case of bearer securities, this means the
Issuer or third party is in possession) ; and
•
(H) The investment agreement must provide that if during
its term
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(i) the provider shall default in its payment
obligations, the provider's obligations under the
investment agreement shall, at the direction of the
Issuer, be accelerated and amounts invested and accrued
but unpaid interest thereon shall be repaid to the
Issuer, and
(ii) the provider shall become insolvent, not pay
its debts as they become due, be declared or petition to •
•
be declared bankrupt, etc. , the provider's obligations •
shall automatically be accelerated and amounts invested
and accrued but unpaid interest thereon shall be repaid
to the Issuer.
(12) Investments in the Florida Counties Investment Trust.
(13) Units of participation in the Local Government Surplus
Funds Trust Fund established pursuant to Part IV, Chapter 218,
• Florida Statutes.
• (14) Other obligations permitted to be legal investments of
the Issuer by the laws of the State.
•
"Authorized Issuer Officer" shall mean the County Manager 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 own behalf and as the
Governing Board of the Pine Ridge Unit and the Naples Production
Park Unit.
"Bond Counsel" shall mean Nabors, Giblin & 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" or "Holder" or "holder" or any similar term, when
• used with reference to a Bond or Bonds, shall mean any person who
shall be the registered owner of any Outstanding Bond or Bonds as
provided in the registration books of the Issuer.
"Bonds" shall mean the Collier County, Florida Pine Ridge
Industrial Park and Naples Production Park Municipal Service Taxing •
and Benefit Units Special Assessment Bonds, Series 1993, issued
pursuant to this Resolution.
"Business Day" shall mean any day other than (1) a Saturday • •
or Sunday or a legal holiday on which banking institutions in the
cities in which the principal offices of the Paying Agent or
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Registrar are located are required or authorized by law to remain
closed or (2) a day on which the New York Stock Exchange is closed.
"Chairman" shall mean the Chairman of the Board of County
Commissioners of the Issuer, and such other person as may be duly
authorized to act on his or her behalf.
"Clerk" shall mean the Clerk of the Board of County
Commissioners of the Issuer, and such other person as may be duly
authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations, procedures and rules thereunder in
effect or proposed.
"Collection Costs" shall mean all costs or expenses for
collection of the Assessments which shall be billed by the Issuer •
as part of the Assessments, or installments thereof, or which shall
be billed separately of the Assessments.
"Debt Service Fund" shall mean the Collier County, Florida
Pine Ridge Industrial Park and Naples Production Park Municipal
Service Taxing and Benefit Units Special Assessment Bonds, Series
1993 Debt Service Fund established pursuant to Section 4.03 hereof.
"Defeasance Obligations" shall mean (1) cash, (2) direct,
noncallable obligations of the United States of America
("Government Obligations") , (3) evidences of ownership of
proportionate interests in future interest and principal payments
on Government Obligations held by a bank or trust company or
custodian, under which the owner of the investment is the real
party in interest and has the right to proceed directly and .}
individually against the obligor and the underlying Government
Obligations are not available to any person claiming through the
custodian or to whom the custodian may be obligated, or (4) pre-
refunded municipal obligations as described in paragraph (9) of the
definition of "Authorized Investments."
"Delinquent Assessments" shall mean any and all installments
of any Assessments which are not paid when due.
"Event of Default" shall mean any Event of Default specified
•
in Section 6.01 of this Resolution.
"Expanse Account" shall mean the separate account in the Debt
Service Fund established pursuant to Section 4.03 hereof.
•
"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.
"Interest Account" shall mean the separate account of the Debt
Service Fund established pursuant to Section 4.03 hereof.
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•'Issuer" shall mean Collier County, 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.
"Naples Production Park Unit" shall mean the Naples Production •
Park Municipal Service Taxing and Benefit Unit established pursuant
to Ordinance No. 85-39 of the Issuer, adopted on August 6, 1985.
"1993 Project" shall mean certain water, sewer, road, drainage
and other infrastructure improvements made within the Pine Ridge
Unit and Naples Production Park Unit, all as more particularly set
forth in the plans and specifications on file with the Issuer.
"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, (1) any Bond
in lieu of which another Bond or other Bonds have been issued under
agreement to replace lost, stolen, mutilated or destroyed Bonds
under Section 2.06 hereof, (2) any Bond surrendered by the Holder
thereof in exchange for another Bond or other Bonds under Sections
2.05 and 2.07 hereof, (3) Bonds deemed to have been paid pursuant
to Section 8.01 hereof, and (4) Bonds cancelled after purchase in
the open market or because of payment at or redemption prior to
maturity.
"Paying Agent" shall mean any paying agent for the Bonds
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 Date" shall mean the interest payment dates for the
Bonds as provided in Supplemental Resolution.
• "Person" shall mean an individual, a corporation, a
partnership, an association, a joint stock company, a trust, any
.unincorporated organization or governmental entity.
• "Pine Ridge Unit" shall mean the Pine Ridge Industrial Park
Municipal Service Taxing and Benefit Unit established pursuant to
Ordinance No. 81-94 of the Issuer, adopted on December 22, 1981.
"Pledged Revenues" shall mean (1) the Special Assessment
Proceeds, and (2) until applied in accordance with the provisions
of this Resolution, all moneys, including investments thereof, in
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' the funds and accounts (other than the Rebate Account) established
hereunder.
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"Prepayments" shall mean any Assessments, or portions thereof, •
which shall be paid to the Issuer prior to the time the same
becomes due.
"Principal Account" shall mean the separate account in the
• Debt Service Fund established pursuant to Section 4.03 hereof.
"Rebate Account" shall mean the separate account in •the Debt
Service Fund established pursuant to Section 4.03 hereof.
I "Redemption Account" shall mean the separate account of the
Debt Service Fund established pursuant to Section 4.03 hereof.
•
"Redemption Price" shall mean, with respect to any Bond or
portion thereof, the principal amount or portion thereof, plus the
applicable premium, if any, payable upon redemption thereof
pursuant to such Bond or this Resolution.
"Refunded Notes" shall mean the $8,920,850 Collier County,
Florida Line of Credit Revenue Note, Series D-4, dated as of
April 23, 1993, and the $7,111,480 Collier County, Florida Line of
Credit Revenue Note, Series E-3, dated as of January 27, 1993.
"Registrar" shall mean any registrar for the Bonds appointed
•
by or pursuant to this Resolution and its successors and assigns, '''
and any other Person which may at any time be substituted in its
• place pursuant to this Resolution.
"Reserve Account" shall mean the separate account in the Debt
Service. Fund established pursuant to Section 4.03 hereof.
"Reserve Account Requirement" shall mean, as of any date of
calculation, an amount equal to the lesser of (1) Maximum Annual
Debt Service for all Outstanding Bonds, (2) one hundred twenty-
five percent (125%) of the average annual debt service for all
Outstanding Bonds, or (3) ten percent (10%) of the aggregate •
proceeds of the Bonds.
•
"Resolution" shall mean this Resolution, as the same may from
time to time be amended, modified or supplemented by Supplemental
Resolution.
"Serial Bonds" shall mean all of the Bonds other than Term •
Bonds. •
"Special Assessment Proceeds" shall mean the proceeds of the
Assessments lawfully collected and received by the Issuer,
including the interest and penalties on such Assessments. Special
Assessment Proceeds shall include moneys lawfully received by the •
Issuer on account of collection of Delinquent Assessments and
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• Prepayments. Special Assessment Proceeds shall also include
proceeds of any re-assessment pursuant to Section 5.06 hereof and
•
any other amounts made available by the Issuer pursuant to Section
5.07 hereof.
"S&P" shall mean Standard and Poor's Corporation, and any
assigns and successors thereto.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the
Issuer amending or supplementing this Resolution adopted and
becoming effective in accordance with the terms of Sections 7.01
and 7.02 hereof.
"Term Bonds" shall mean those Bonds which shall be designated
as Term Bonds by Supplemental Resolution and which are subject to
mandatory redemption by Amortization Installment.
The terms "herein," "hereunder," "hereby," "hereto," "hereof,"
and any similar terms, shall refer to this Resolution; the term and
"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 number,
and vice versa.
SECTION 1.02. AUTHORITY FOR RESOLUTION. 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 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 shall 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 performed 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, regardless of the time
or times of their issuance or maturity, 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.
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�' = SECTION 1.04. FINDINGS. It is hereby ascertained, determined
'!;ry`' and declared that:
'` (A) The'Issuer has heretofore identified infrastructure needs
and requirements in the form of the 1993 Project which has been
acquired and constructed in order to maintain and protect the
health and welfare of the citizens of the Issuer.
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(B) The acquisition and construction of the 1993 Project was
financed from the proceeds of the Refunded Notes.
(C) The most efficient and fairest method of refinancing the
Refunded Notes is by the issuance of Bonds secured by the Pledged
Revenues and, in particular, the Special Assessment Proceeds.
(D) The principal of, Redemption Price, if applicable, and
interest on the Bonds shall be paid from the Pledged Revenues. The
Issuer shall never use or be required to use any ad valorem taxes
for the payment of the Bonds. The Bonds shall not constitute a
direct obligation of the Issuer or a pledge of its faith and
credit, nor shall the Bondholders have any lien or encumbrance on
any property in the Issuer, including the 1993 Project, other than
the Pledged Revenues.
SECTION 1.05. RATIFICATION OF 1993 PROJECT. The Issuer
hereby ratifies the acquisition and construction of the 1993
Project.
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V;M - ARTICLE II
. $ AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 2.01. AUTHORIZATION AND DESCRIPTION OF BONDS. In
accordance with the terms of the Assessment Ordinances, this
Resolution creates an issue of bonds of the Issuer to be designated
as Collier County, Florida Pine Ridge Industrial Park and Naples
Production Park Municipal Service Taxing and Benefit Units Special
Assessment Bonds, Series 1993," issued in the aggregate principal
amount of not exceeding $17,335,000. The Bonds are issued for the
purposes of refinancing the Refunded Notes, funding the Reserve
Account, capitalizing interest on the Bonds and paying certain
costs of issuance incurred with respect to the Bonds.
The Bonds shall be dated as of the first day of the month in
which occurs the delivery of the Bonds to the purchaser or
purchasers thereof or such other date as may be set forth by
Supplemental Resolution of the Issuer, shall be issued as fully
registered Bonds, shall be numbered consecutively from one upward
in order of maturity preceded by the letter "R," shall be in such
denominations and shall bear interest at a rate or rates not
exceeding the maximum rate permitted by law, shall be payable in
such manner and on such dates, maturing in such amounts and in such
years, shall be payable in such place or places, shall have such
Paying Agents and Registrars, shall have such Serial Bonds and Term
Bonds, and shall contain such redemption provisions, all as the
Issuer shall provide hereafter by Supplemental Resolution.
The principal of or Redemption Price, if applicable, on the
Bonds are payable upon presentation and surrender of the Bonds at
the office of the Paying Agent. Interest payable on any Bond on
any Payment Date 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 Payment Date, or, at the request and expense of such
Holder, by bank wire transfer for the account of such Holder. All
payments of principal of or Redemption Price, if applicable, and
interest on the Bonds shall be payable in any coin or currency of
• the United States of America which at the time of payment is legal
tender for the payment of public and private debts. '
SECTION 2.02. APPLICATION OF BOND PROCEEDS. Except as
otherwise provided by Supplemental Resolution of the Issuer, the
proceeds derived from the sale of the Bonds, including accrued
interest and premium, if any, shall, simultaneously with the
h` BOOK 000PA'._ 77
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SEP 14 19c
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•s' delivery of the Bonds to the purchaser or purchasers thereof, be
` applied by the Issuer as follows:
(A) Accrued interest and capitalized interest in an amount
sufficient to pay interest on the Bonds through May 1, 1994 shall
be deposited in the Interest Account and shall be used only for the
purpose of paying the interest which shall thereafter become due
on the Bonds.
(B) An amount of Bond proceeds equal to the Reserve Account
Requirement shall be deposited in the Reserve Account.
(C) An amount of the Bond proceeds, together with other
legally available moneys, sufficient to pay the principal of and
interest on the Refunded Notes on the date of delivery of the Bonds
shall be deposited on such date with the holder thereof.
• (D) The balance of the Bond proceeds shall be deposited with
the Issuer to pay costs of the issuance of the Bonds.
SECTION 2.03. EXECUTION OF BONDS. The Bonds shall be
executed in the name of the Issuer with the manual or facsimile
signature of the Chairman and the Clerk and the official seal of
the Issuer shall be imprinted thereon, attested and countersigned
with the manual or facsimile signature of the Clerk. In case any
one or more of the officers who shall have signed or sealed any of
the Bonds or whose facsimile signature shall appear thereon shall
cease to be such officer of the Issuer before the Bonds so signed
and sealed have been actually sold and delivered, such Bonds may •
nevertheless be sold and delivered as herein provided and may be
issued as if the person who signed or sealed such Bonds had not
ceased to hold such office. Any Bond may be signed and sealed on
behalf of the Issuer by such person who at the actual time of the
execution of such Bond shall hold the proper office of the Issuer,
although at the date of such Bond such person may not have held
such office or may not have been so authorized. The Issuer may
adopt and use for such purposes the facsimile signatures of any
such persons who shall have held such offices at any time after the
date of the adoption of this Resolution, notwithstanding that
either or both shall have ceased-to hold such office at the time
the Bonds shall be actually sold and delivered.
SECTION 2.04. AUTHENTICATION. No Bond shall be secured
hereunder or entitled to the benefit hereof or shall be valid or
obligatory for any purpose unless there shall be manually endorsed
on such Bond a certificate of authentication by the Registrar or
such other entity as may be approved by the Issuer for such
purpose. Such certificate on any Bond shall be conclusive evidence
that such Bond has been duly authenticated and delivered under this
Resolution. The certificate shall be substantially in the form
provided in Section 2.08 hereof.
ROOK Ulu 114 .c.- 78
!,,
SEP 14 in
•
SECTION 2.05. TEMPORARY BONDS. Until the definitive Bonds
are prepared, the Issuer may execute, in the same manner as is
provided in Section 2.03 hereof, and deliver, upon authentication -
by the Registrar pursuant to Section 2.04 hereof, in lieu of
definitive Bonds, but subject to the same provisions, limitations
and conditions as the definitive Bonds, except as to the
denominations thereof, one or more temporary Bonds substantially
of the tenor of the definitive Bonds in lieu of which such
temporary Bond or Bonds are issued, in denominations authorized by
the Issuer by Supplemental Resolution, and with such omissions,
insertions and variations as may be appropriate to temporary Bonds.
The Issuer, at its own expense, shall prepare and execute
definitive Bonds, which shall be authenticated by the Registrar.
Upon the surrender of such temporary Bonds for exchange, the
Registrar, without charge to the Holder thereof, shall deliver in
exchange therefor definitive Bonds, of the same aggregate principal
amount and maturity as the temporary Bonds surrendered. Until so
exchanged, the temporary Bonds shall in all respects be entitled
to the same benefits and security as definitive Bonds issued
pursuant to this Resolution. All temporary Bonds surrendered in
exchange for another temporary Bond or Bonds or for a definitive
Bond or Bonds shall be forthwith cancelled by the Registrar.
SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, or be destroyed, stolen
or lost, the Issuer may, in its discretion, issue and deliver, and
the Registrar shall authenticate, a new Bond of like tenor as the
Bond so mutilated, destroyed, stolen or lost, in exchange and
substitution for such 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 Holder
furnishing the Issuer and the Registrar proof of his ownership
thereof and indemnity satisfactory to the Issuer and the Registrar
and complying with such other reasonable regulations and conditions
as the Issuer or the Registrar may prescribe and paying such
expenses as the Issuer and the Registrar may incur. All Bonds so
surrendered or otherwise substituted shall be cancelled by the
Registrar. If any of the Bonds shall have matured or been called
for redemption or be about to mature or be called for redemption,
instead of issuing a substitute Bond, the Issuer may pay the same
or cause the Bond to be paid, upon being indemnified as aforesaid,
and if such Bonds be lost, stolen or destroyed, without surrender
thereof.
•
Any such duplicate Bonds issued pursuant to this Section 2.06
. shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or destroyed
Bond be at any time found by anyone, and such duplicate Bond shall
be entitled to equal and proportionate benefits and rights as to
lien on the Pledged Revenues to the same extent as all other Bonds
issued hereunder. 19
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BOOK UCU f'a'`-
15
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'„.. SEP 14 199,'
SECTION 2.07. INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER.
Bonds, upon surrender thereof at the office of the Registrar with
a written instrument of transfer satisfactory to the Registrar,
duly executed by the Holder thereof or his attorney duly authorized
in writing, may, at the option of the Holder thereof, be exchanged
for an equal aggregate principal amount of registered Bonds of the
same maturity of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all
• the qualities and incidents of negotiable instruments under the law
merchant and the Uniform Commercial Code of the State of Florida,
subject to the provisions for registration of transfer contained
in this Resolution and in the Bonds. So long as any of the Bonds
shall remain Outstanding, the Issuer shall maintain and keep, at
the office of the Registrar, books for the registration of transfer
of the Bonds.
The transfer of any Bond shall be registered only upon the
books of the Issuer, at the office of the Registrar, under such
reasonable regulations as the Issuer may prescribe, by the Holder
thereof in person or by his attorney duly authorized in writing
upon surrender thereof together with a written instrument of
transfer satisfactory to the Registrar duly executed by the Holder
or his duly authorized attorney with signature guaranteed. Upon
the registration of transfer of any such Bond, the Issuer shall
issue, and cause to be authenticated, in the name of the transferee
a new Bond or Bonds of the same aggregate principal amount and
maturity as the surrendered Bond. The Issuer, the Registrar and
any Paying Agent or fiduciary of the Issuer may deem and treat the
Person in whose name any Outstanding Bond shall be registered upon
the books of the Issuer as the absolute owner of such Bond, whether
•
such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal or Redemption Price,
if applicable, and interest on such Bond and for all other
purposes, and all such payments so made to any such Holder or upon
his order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid
and neither the Issuer nor the Registrar nor any Paying Agent or
other fiduciary of the Issuer shall be affected by any notice to
the contrary.
Any Paying Agent of any fully registered Bond shall effect
payment of interest on such Bonds by mailing a check or draft to
the Holder entitled thereto or may, in lieu thereof, upon the
request and at the expense of such Holder, transmit such payment
by bank wire transfer for the account of such Holder.
In all cases in which Bonds shall be exchanged or the transfer
of Bonds shall be registered, the Issuer shall execute and the
Registrar shall authenticate and deliver such Bonds in accordance
with the provisions of this Resolution. Execution of Bonds by the
Chairman and the Clerk for purposes of exchanging, replacing or
registering the transfer of Bonds may occur at the time of the
16
600K 000 PAGE 80
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original delivery of the Bonds. All Bonds surrendered in any such
exchanges or registration of transfer shall be held by the
' Registrar in safekeeping until directed by the Issuer to be •
cancelled by the Registrar. For every such exchange or
• registration of transfer, the Issuer or the Registrar may make a
charge sufficient to reimburse it for any tax, fee, expense or
other governmental charge required to be paid with respect to such
exchange or registration of transfer. The Issuer and the Registrar
shall not be obligated to make any such exchange or registration
of transfer of Bonds during the fifteen (15) days next preceding
a Payment Date on the Bonds, or, in the case of any proposed •
redemption of Bonds, then, during the fifteen (15) days next
preceding the date of the first mailing of notice of such
redemption and, in the case of the Bonds called for redemption,
continuing until such redemption date.
SECTION 2.08. FORM OF BONDS. The text of the Bonds shall be
in substantially the following form with such omissions, insertions
and variations, including any changes required for book-entry only
registration of the Bonds, as may be necessary and/or desirable and
approved by the Chairman or the Clerk prior to the issuance thereof
(which necessity and/or desirability and approval shall be presumed
by such officer's execution of the Bonds and the Issuer's delivery
. of the Bonds to the purchaser or purchasers thereof) :
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SEP 1 4 1993
•
UNITED STATES OP AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
•
PINE RIDGE INDUSTRIAL PARK AND
NAPLES PRODUCTION PARK MUNICIPAL SERVICE
TAXING AND BENEFIT UNITS •
SPECIAL ASSESSMENT BOND,
SERIES 1993
•
A• - Interest Maturity Date of
Rate Date Original Issue CUSIP •
.:"'.4'.',,, ,,,',,. Registered Holder: -'9
�'s0` , : Principal Amount:
t
�; COLLIER COUNTY, FLORIDA, a political subdivision of the State
.Y`,. - of Florida (the "Issuer") , for value received, hereby promises to
pay, solely from the moneys hereinafter described, to the
Registered Holder identified above, or registered assigns as
hereinafter provided, on the Maturity Date identified above, the
Principal Amount identified above and to pay interest on such
Principal Amount from the Date of Original Issue identified above
or from the most recent interest payment date to which interest has
been paid at the Interest Rate per annum identified above
on and of each year, commencing ,
until such Principal Amount shall have been paid, except as the
provisions hereinafter set forth with respect to redemption prior .
to maturity may be or become applicable hereto.
Such Principal Amount and interest and the premium, if any,
on this Bond are payable in any coin or currency of the United
States of America which, on the respective dates of payment
thereof, shall be legal tender for the payment of public and
private debts. Such Principal Amount and the premium, if any, on
this Bond, are payable, upon presentation and surrender hereof, at
. the designated corporate trust office of ,
, as Paying Agent. Payment of each
installment of interest shall be made to the person in whose name
this Bond shall be registered on the registration books of the
18
ti} BOOK OOO PAG. 82
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‘ �" SEP I4
3p��`rs
:
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Issuer maintained by
as Registrar, 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 each interest payment date and shall be paid
by a check or draft of such Paying Agent mailed to such Registered
Holder at the address appearing on such registration books or, at
the option of such Paying Agent, and at the request and expense of
such Registered Holder, by bank wire transfer for the account of
such Holder. •
This Bond is one of an authorized issue of Bonds in the
aggregate principal amount of $ (the "Bonds") of like
date, tenor and effect, except as to principal amount, registered
holder, maturity date, interest rate, denomination and number,
issued for the principal purpose of providing moneys to refinance
certain obligations of the Issuer which were issued to acquire and
construct various water, sewer, road, drainage and other
infrastructure improvements within the Pine Ridge Industrial Park
Municipal Services Taxing and Benefit Unit and the Naples
Production Park Municipal Service Taxing and Benefit Unit (the
"1993 Project") , under the authority of and in full compliance with
the Constitution and laws of the State of Florida, particularly
Chapter 125, Florida Statutes, the Issuer's Ordinance No. 85-32
duly adopted by the Board of County Commissioners of the Issuer on
June 18, 1985, the Issuer's Ordinance No. 88-23 duly adopted by the
Board of County Commissioners of the Issuer on February 23, 1988,
and other applicable provisions of law (collectively, the "Act") ,
and Resolution No. duly adopted by the Board of County
Commissioners of the Issuer on , 1993, 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 a lien upon and a pledge of (1) the proceeds of certain special
assessments levied, collected and received by the Issuer upon
property benefited by the 1993 Project, as more particularly
described in the Resolution, and (2) until applied in accordance
with the provisions of the Resolution, all moneys, including
investments thereof, in certain of the funds and accounts
established by the Resolution, all in the manner and to the extent
described in the Resolution (collectively, the "Pledged Revenues") .
It is expressly agreed by the Registered Holder 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 principal of, premium, if any, and interest on this Bond and
that such Holder shall never have the right to require or compel
the exercise of any taxing power of the Issuer, the State of
Florida, or any political subdivision thereof, to the payment of
such principal, premium, if any, and interest. This Bond and the
obligation evidenced hereby shall not constitute a lien upon any
property of the Issuer, the herein described Municipal Service
Taxing and Benefit Units or the 1993 Project, but shall constitute
a lien only on, and shall be payable from, the Pledged Revenues.
19
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•- SEP 1 4 1993
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! Neither the members of the Board of County Commissioners of
the Issuer nor the Clerk nor any person executing this Bond shall
be liable personally hereon or be subject to any personal liability
or accountability by reason of the issuance hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH ON THE FRONT SIDE HEREOF.
This Bond shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have
been signed by the Registrar.
IN WITNESS WHEREOF, Collier County, Florida has issued this
Bond and has caused the same to be executed by the manual or
facsimile signature of the Chairman of the Board of County
Commissioners of Collier County, Florida, acting on behalf of such
Board and as the Governing Body of the herein described Municipal
Service Taxing and Benefit Units, its official seal or a facsimile
thereof to be affixed or reproduced hereon, and countersigned and
attested to 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 as the Governing Body of the
herein described Municipal Service Taxing and Benefit Units, all
as of the Date of Original Issue.
COLLIER COUNTY, FLORIDA
(SEAL)
Chairman
. : ATTEST:
t
?n° Clerk •
..• . .
,.*,. /,..
„...,.,..:.
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(Provisions on Reverse Side of Bond) .
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This Bond is transferable in accordance with the terms of the
r` , Resolution only upon the books of the Issuer kept for that purpose •
• at the designated corporate trust office of the Registrar by the
Registered Holder hereof in person or by his attorney duly
authorized in writing, upon the surrender of this Bond together
with a written instrument of transfer satisfactory to the Registrar
duly executed by the Registered Holder or his attorney duly
authorized in writing, and thereupon a new Bond or Bonds in the .
same aggregate principal amount shall be issued to the transferee
in exchange therefor, and upon the payment of the charges, if any,
therein prescribed. The Bonds are issuable in the form of fully •,`
registered Bonds in the denomination of $5,000 and any integral .
multiple thereof, not exceeding the aggregate principal amount of
the Bonds. The Issuer, the Registrar and any Paying Agent may
treat the Registered Holder of this Bond as the absolute owner
hereof for all purposes, whether or not this Bond shall be overdue,
and shall not be affected by any notice to the contrary. The • .
Issuer and the Registrar shall not be obligated to make any
exchange or transfer of the Bonds during the fifteen (15) days next
preceding an interest payment date or, in the case of any proposed
redemption of the Bonds, then, during the fifteen (15) days next
preceding the date of the first mailing of notice of such '
redemption and, in the case of the Bonds called for redemption,
continuing until such redemption date.
(Insert Redemption Provisions] .
•
Redemption of this Bond under the preceding paragraphs shall
be made as provided in the Resolution upon notice given by first
class mail sent at least thirty (30) days prior to the redemption
date; provided, however, that failure to mail notice to the
Registered Holder hereof, or any defect therein, shall not affect
the validity of the proceedings for redemption of other Bonds as
to which no such failure or defect has occurred. In the event that
less than the full principal amount hereof shall have been called
for redemption, the Registered Holder hereof shall surrender this
Bond in exchange for one or more Bonds in an aggregate principal .
•
• amount equal to the unredeemed portion of principal, as provided
. in the Resolution.
Reference to the Resolution and any and all resolutions •
• supplemental thereto and modifications and amendments thereof and
to the Act is made for a description of the pledge and covenants
securing this Bond, the nature, manner and extent of enforcement
• of such pledge and covenants, the rights, duties, immunities and
obligations of the Issuer.
It is hereby certified and recited that all acts, .conditions
and things required to exist, to happen and to be performed
precedent to and in the issuance of this Bond, exist, have happened
•
21
600K 011)PAGE 85
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, : " and have been performed, in regular and due form and time as
,..-_-_• required by the laws and Constitution of the State of Florida
applicable thereto, and that the issuance of the Bonds does not •
violate any constitutional or statutory limitations or provisions.
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F
r' ASSIGNMENT
e4i. !OA VALUE RECEIVED, the undersigned sells, assigns and
�"4, transfers unto
4SSlab I5
"w Insert Social Security or Other
Identifying Number of Assignee
• 1
,,r, :" (Name and Address of Assignee)
4
, : , the within Bond and does hereby irrevocably constitute and appoint
, as attorneys to register
the transfer of the said Bond on the books kept for registration
thereof with full power of substitution in the premises.
i.r;
i Dated:
„f Signature guaranteed: '
4,,,i,-,,;,.,fr�fr
x (
,,,„1J NOTICE: Signature(s) must be •
",.4,'.'',' ' -,. guaranteed by a member firm of ..
,,'„:1',„:,,, - the. New York Stock Exchange or
: .. -a commercial bank or trust
i; company.
,�- -
f
'c NOTICE: The signature to this
; ' assignment must correspond with
'' the name of the Registered
Holder as it appears upon the
"` face of the within Bond in
•
"-r every particular, without
F' ' alteration or enlargement or
;;`. any .change whatever and the
Social Security or other
identifying number of such
ref;` assignee must be supplied.
600K 000 PAG_
87
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.65 23
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"ie `A SEP I 4
4 The following abbreviations, when used in the inscription on
A
the face of the within Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
�, `.' TEN COM -- as tenants in common
1.' TEN ENT -- as tenants by the entireties
Al
4 JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
,q UNIF TRANS MIN ACT --
° .X;,: (Cust.)
;, Custodian for
- under Uniform Transfer to Minors Act of
(State)
'xs . Additional abbreviations may also be used though not in list
i'` above. •
- CERTIFICATE OF AUTHENTICATION
4r This Bond is one of the Bonds of the issue described in the
within-mentioned Resolution.
1,fr
s DATE OF AUTHENTICATION:
tp
;
4
l';; .
:t.. Registrar
By:
y Authorized Signatory
j "
»,' DOOK OCO PAG` 88
ri
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-,..1F.,,,
',.
° ARTICLE III
REDEMPTION OF BONDS
.4•:
YYF` SECTION 3.01. SELECTION OF BONDS TO BE REDEEMED. The Bonds
shall be redeemed only in the principal amount of $5,000 each and
integral multiples thereof. The Issuer shall, at least thirty-
five (35) days prior to the redemption date (unless a shorter time
period shall be satisfactory to the Registrar) , notify the
Registrar of such redemption date and of the principal amount and
maturities of Bonds to be redeemed. For purposes of any redemption
of less than all of the Outstanding Bonds of a single maturity, the
particular Bonds or portions of Bonds of such maturity to be
redeemed shall be selected by the Registrar fixed not more than
thirty-five (35) days prior to the redemption date by such method
as the Registrar shall deem fair and appropriate and which may
provide for the selection for redemption of Bonds or portions of
Bonds in principal amounts of $5,000 and integral multiples
thereof.
If less than all of the Outstanding Bonds of a single maturity
are to be redeemed, the Registrar shall promptly notify the Issuer
in writing of the Bonds or portions of Bonds selected for
redemption and, in the case of any Bond selected for partial
redemption, the principal amount thereof to be redeemed.
SECTION 3.02. NOTICE OF REDEMPTION. Except as otherwise
• provided herein, notice of such redemption, which shall specify the
Bond or Bonds (or portions thereof) to be redeemed and the date and
place for redemption, shall be given by the Registrar on behalf of
the Issuer, and (A) shall be filed with the Paying Agent of the
Bonds, (B) shall be mailed first class, postage prepaid, at least
thirty (30) days prior to the redemption date to all Holders of
Bonds to be redeemed at their addresses as they appear on the
registration books kept by the Registrar, and (C) shall be mailed
certified, postage prepaid, at least thirty (30) days prior to the
redemption date to the registered securities depositaries and to
two or more nationally recognized municipal bond information
services. Failure to mail notice to the Holders of the Bonds to
be redeemed, or any defect therein, shall not affect the validity
of the proceedings of redemption of such Bonds as to which no such
failure or defect has occurred.
•
Each notice of redemption shall state: (1) the CUSIP numbers
of all Bonds being redeemed; (2) the original issue date of such
Bonds; (3) the maturity date and rate of interest borne by each
Bond being redeemed; (4) the redemption date; (5) the Redemption
Price; (6) the date on which such notice is mailed; (7) if less
than all Outstanding Bonds are to be redeemed, the certificate
number (and, in the case of a partial redemption of any Bond, the
principal amount) of each Bond to be redeemed; (8) that on such
redemption date there shall become due and payable upon each Bond
25
. BOOK 000 PAC` 89
1.
SEP 1 4 1993
. 1
to be redeemed the Redemption Price thereof, or the Redemption
Price of the specified portions of the principal thereof in the
case of Bonds to be redeemed in part only, together with interest
accrued thereon to the redemption date, and that from and after
such date interest thereon shall cease to accrue and be payable;
(9) that the Bonds to be redeemed, whether as a whole or in part,
are to be surrendered for payment of the redemption price at the
principal office of the Registrar at an address specified; and (10)
the name and telephone number of a person designated by the
Registrar to be responsible for such redemption.
Within sixty (60) days of the date of redemption, the
Registrar shall give a second notice of redemption by mailing
another copy of the redemption notice to the registered owners of
Bonds called for redemption but which have not been presented for
payment within thirty (30) days after the date set for redemption.
•
In addition to the mailing of the notice described above, each
notice of redemption and payment of the Redemption Price shall meet
the following requirement; provided, however, the failure to
provide such further notice of redemption or to comply with the
terms of this paragraph shall not in any manner defeat the
effectiveness of a call for redemption if notice thereof is given
as prescribed above.
Each further notice of redemption shall be sent by certified
mail or overnight delivery service or telecopy to all registered
securities depositories then in the business of holding substantial
amounts of obligations of types comprising the Bonds (such
depositories now being The Depository Trust Company, New York, New
York, Midwest Securities Trust Company, Chicago, Illinois, Pacific
Securities Depository Trust Company, San Francisco, California and
Philadelphia Depository Trust Company, Philadelphia, Pennsylvania)
and to two or more national information services which disseminate
notices of prepayment or redemption of obligations such as the
Bonds.
SECTION 3.03. REDEMPTION OF PORTIONS OF BONDS. Any Bond
which is to be redeemed only in part shall be surrendered at any
place of payment specified in the notice of redemption (with due
endorsement by, or written instrument of transfer in form
satisfactory to the Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Issuer shall
execute and the Registrar shall authenticate and deliver to the
Holder of such Bond, without service charge, a new Bond or Bonds,
of the same interest rate and maturity, and of any authorized
denomination as requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the
principal of the Bonds so surrendered.
SECTION 3.04. PAYMENT OF REDEEMED BONDS. Notice of
redemption having been given substantially as aforesaid, the Bonds
or portions of Bonds so to be redeemed shall, on the redemption
26
,;. BOOK 000 PA,.rc DO_
oK
4.,'7,.,.,,x
'"" '';rr SEP 14
•
h
•
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date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Issuer shall � V •
default in the payment of the Redemption Price) such Bonds or
portions of Bonds shall cease to bear interest. Upon surrender of
such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Paying Agent at the appropriate
Redemption Price, plus accrued interest. Each check or other
transfer of funds issued by the Paying Agent to pay the Redemption
Price of Bonds being redeemed shall bear the CUSIP number or
•
numbers of such Bonds and identify the payments applicable to each
CUSIP number. All Bonds which have been redeemed shall be
cancelled by the Registrar and shall not be reissued.
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,y¢ ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The
Bonds shall not be or constitute general obligations or
indebtedness of the Issuer as "bonds" within the meaning of any
constitutional or statutory provision, but shall be special
obligations of the Issuer, payable from and secured by a lien upon
and pledge of the Pledged Revenues in accordance with the terms of
this Resolution. No Holder of any Bond shall ever have the right
to compel the exercise of any ad valorem taxing power to pay such
Bond, or be entitled to payment of such Bond from any moneys of the
Issuer, except from the Pledged Revenues, in the manner provided
herein.
SECTION 4.02. SECURITY FOR BONDS. The payment of the
principal of or Redemption Price, if applicable, and interest on
the Bonds shall be secured forthwith equally and ratably by a
pledge of and lien upon the Pledged Revenues. The Issuer does
hereby irrevocably pledge the Pledged Revenues to the payment of
the principal of or Redemption Price, if applicable, and interest •
on the Bonds in accordance with the provisions hereof. 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. •
SECTION 4.03. FUND AND ACCOUNTS. The Issuer covenants and
agrees to establish a special fund to be known as the "Collier
County, Florida Pine Ridge Industrial Park and Naples Production
Park Municipal Service Taxing and Benefit Units Special Assessment
Bonds, Series 1993 Debt Service Fund." The Issuer shall maintain
in the Debt Service Fund seven accounts: the "Assessment Account,"
the "Interest Account," the "Principal Account," the "Reserve
Account," the "Redemption Account," the "Rebate Account" and the
"Expense Account." Moneys in the aforementioned fund and accounts
(other than moneys on deposit in the Rebate Account) , until applied
in accordance with the provisions hereof, shall be held in trust
for and be subject to a lien and charge in favor of the Holders of +
the Bonds and for the further security of such Holders.
The Issuer may at any time and from time to time appoint one
or more depositaries to hold amounts on deposit in the funds and
accounts established hereunder. Such depositary or depositaries
shall perform at the direction of the Issuer the duties of the
Issuer in depositing, transferring and disbursing moneys to and
from each of such funds and accounts as herein set forth, and all
records of such depositary in performing such duties shall be open
at all reasonable times to inspection by the Issuer and its agent
28
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'>_ and employees. Any such depositary shall be a bank or trust
; ,,I ,- company duly authorized to perform such responsibilities pursuant
« °° to applicable law.
''' SECTION 4.04. FLOW OF FUNDS. (A) All Special Assessments 1 .
Proceeds shall be deposited, as received, into the Assessment
Account of the Debt Service Fund. Collection Costs, or any portion
thereof, may, at the option of the Issuer, be paid directly to any
Person which is due such Costs without being deposited to the
Assessment Account. Within three (3) Business Days of receipt of
moneys in the Assessment Account, the Issuer shall apply such
moneys in the following manner and in the following order of
priority: •
(1) Interest Account. The Issuer shall deposit or credit to
the Interest Account of the Debt Service Fund the sum which,
together with the balance in said Account, shall equal the interest #
on all Outstanding Bonds due or to become due on the next two
subsequent Payment Dates. Moneys in the Interest Account shall be
. used for payment of interest on the Bonds when the same become due
and payable. If, on the day which is the day which is two Business
Days prior to a Payment Date, moneys in the Principal Account are
insufficient to pay the principal of or Amortization Installments
due on such Payment Date the Issuer shall transfer from the
Interest Account to the Principal Account such moneys in excess of • .
the amount required to pay interest on the Bonds on such Payment
Date as shall be needed to cure said deficiency.
(2) principal 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 or Amortization Installment due or to become due on the
Outstanding Bonds on the next subsequent principal Payment Date 4•'.
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 the payment of principal of or
Amortization Installment on the Bonds when the same become due and
payable. In the event the Issuer shall determine that any moneys
in the Principal Account shall not be required to pay the principal
of Bonds coming due on the next subsequent principal Payment Date
because such Bonds have been or shall be redeemed, the Issuer shall
• transfer such moneys to the Redemption Account.
Amounts accumulated in the Principal Account or Redemption
Account with respect to any Amortization Installment (together with
amounts accumulated in the Interest Account with respect to
. • interest, if any, on the Term Bonds for which such Amortization
Installment was established) may be applied by the Issuer, on or
prior to the 35th day preceding the due date of such Amortization
Installment, (a) to the purchase of Term Bonds of the maturity for
which such Amortization Installment was established at a price not
exceeding par plus accrued interest, or (b) to the redemption at 1
the applicable Redemption Prices of such Term Bonds, if then
29
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.fin redeemable by their terms at a price not exceeding par plus accrued
interest. The a pp licable Redemption Price (or
principal amount of
maturing Term Bonds) of any Term Bonds so purchased or redeemed
shall be deemed to constitute part of the Principal Account or
Redemption Account until such Amortization Installment date, for
the purposes of calculating the amount of such Account. As soon
as practicable after the 35th day preceding the due date of any
Amortization Installment, the Issuer shall proceed to call for
redemption on such due date, by causing notice to be given as
provided in Section 3.02 hereof, Term Bonds of the maturity for
which such Amortization Installment was established (except in the
case of Term Bonds maturing on an Installment date) in such amount
as shall be necessary to complete the retirement of the unsatisfied
• balance of such Amortization Installment. The Issuer shall pay out
•
of the Principal Account, the Redemption Account and the Interest
Account to the appropriate Paying Agent, on or before the day
preceding such redemption date (or maturity date) , the amount •
required for the redemption (or for the payment of such Term Bonds
then maturing) , and such amount shall be applied by such Paying
Agents to such redemption (or payment) . All expenses in connection
• with the purchase or redemption of Term Bonds shall be paid by the
Issuer from the Expense Account.
(3) Reserve Account. The Issuer shall next deposit into the
Reserve Account a sum sufficient to maintain therein an amount
equal to the Reserve Account Requirement. Moneys in the Reserve •
Account shall be used only for the purposes of the payment of
principal of or interest on the Bonds (whether at maturity or by
redemption) in the event there is a deficiency in the Principal,
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 to the
accounts and in the order of priority indicated for amounts on
deposit in the Assessment Account.
Whenever the amount in the Reserve Account, together with the
other amounts in the Debt Service Fund, are sufficient to fully pay
all outstanding Bonds in accordance with their terms (including
principal or applicable Redemption Price and interest thereon) , the
funds on deposit in the Reserve Account may be transferred to the
other accounts of the Debt Service Fund for the payment of the
Bonds.
(4) expense 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 and the payment of any
Collection Costs and other administrative expenses relating to the
Bonds or the Assessments; all such fees, costs and expenses shall
be limited to reasonable fees and expenses. Moneys on deposit in
the Expense Account shall also be used to pay principal of and
interest on the Bonds (whether at maturity or by redemption) in the
event there is a deficiency in the Principal, Interest or
30
BOOK 000 PAGE 94
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Redemption Accounts and the moneys in the Reserve Account are
insufficient to make up such deficiency.
(5) Rebate Account. The Issuer shall next deposit into the
Rebate Account all amounts required to be deposited therein in
order to make timely rebate payments to the United States
government pursuant to Section 4.06 hereof.
(6) Redemption Account. The balance of any funds remaining
in the Assessment Account after the deposits and payments required
by Sections 4.04(A) (1) through 4.04(A) (5) hereof shall be deposited
into the Redemption Account. If, on the thirty-sixth (36th) day
prior to any Payment Date, moneys in the Interest Account shall be
insufficient to pay the interest on the Bonds 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.
Moneys in the Redemption Account shall be used for the payment of
principal on the Bonds coming due as a result of redemption (other
than by Amortization Installments) . Amounts in the Redemption
Account which are used to redeem Term Bonds shall be credited
against the next succeeding Amortization Installment which shall
become due on such Term Bonds.
(B) On or before the date established for payment of any
principal of or Redemption Price, if applicable, or interest on the
Bonds, 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 Paying Agent for the Bonds to be paid.
SECTION 4.05. REBATE ACCOUNT. Amounts on deposit in the
Rebate Account shall be held in trust by the Issuer and used solely
to make required rebates to the United States (except'to the extent
the same may be transferred to the Assessment Account) and the
Bondholders shall have no right to have the same applied for debt
service on the Bonds. The Issuer agrees to undertake all actions
required of it in its Certificate as to Arbitrage and Certain Other
Tax Matters, dated the date of issuance of the Bonds, relating to
such Bonds, as well as any successor Certificate thereto,
including, but not limited to:
(A) making a determination in accordance with the Code of the
amount required to be deposited in the Rebate Account;
(B) depositing the amount determined in clause (A) above in
the Rebate Account;
(C) paying on the dates and in the manner required by the
Code to the United States Treasury from the Rebate Account and any
other legally available moneys of the Issuer such amounts as shall
be required by the Code to be rebated to the United States
Treasury; and
31
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(D) keeping such records of the determinations made pursuant
to this Section 4.05 as shall be required by the Code, as well as
evidence of the fair market value of any investments purchased with
"gross proceeds" of the Bonds (as defined in the Code) .
The provisions of the above-described Certificate as to
Arbitrage and Certain Other Tax Matters may be amended from time
to time as shall be necessary, in the opinion of Bond Counsel, to
comply with the provisions of the Code.
SECTION 4.06. INVESTMENTS. The Debt Service Fund shall be
continuously secured in the manner by which the deposit of public
funds are authorized to be secured by the laws of the State.
Moneys on deposit in the Debt Service Fund, other than the Reserve
Account, may be invested and reinvested in Authorized Investments
maturing not later than the date on which the moneys therein will
be needed. Moneys on deposit in the Reserve Account shall be
invested in Authorized Investments of not greater than five (5)
years' maturity; provided, investment agreements described in
paragraph (11) of the definition of Authorized Investments may have
a stated maturity of greater than five years. Any and all income
received by the Issuer from the investment of moneys in the
Assessment Account, the Rebate 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.
Any 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 Account.
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 into the Assessment Account. All
investments shall be valued at amortized 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 held in book-
entry form on the books of the Department of the Treasury of the
United States.
SECTION 4.07. SEPARATE ACCOUNTS. The moneys required to be
accounted for in each of the foregoing funds and accounts
established herein may be deposited in a single bank account, and
funds 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 restricted allocation of the moneys on deposit therein and such
investments for the various purposes of such funds and accounts as
herein provided.
The designation and establishment of the various funds and
accounts in and by this Resolution shall not be construed to
require the establishment of any completely independent, self-
32
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,9. , balancing funds as such term is commonly defined and used in• •governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues for certain purposes
and to establish certain priorities for application of such
revenues as herein provided.
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ARTICLE V
COVENANTS OF THE ISSUER
SECTION 5.01. BOOKS AND RECORDS. The Issuer will keep books
and records 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 or Holders
of Bonds shall have the right at all reasonable times to inspect
the records, accounts and data of the Issuer relating thereto.
SECTION 5.02. ANNUAL AUDIT. The Issuer shall, immediately
after the close of each Fiscal Year, cause the financial statements
of the Issuer 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
principles. A copy of the audited financial statements for each
Fiscal Year shall be furnished to any Holder of $100,000 or more
in aggregate principal amount of Bonds who shall have furnished his
address to the Clerk and requested in writing that the same be
furnished to him. The Issuer shall be permitted
to make a reasonable charge to such Holder for furnishing such
audited financial statements.
SECTION 5.03. NO IMPAIRMENT. The pledging of the Pledged
Revenues in the manner provided herein shall not be subject to
repeal, modification or impairment by any subsequent ordinance,
resolution or other proceedings of the Commission.
SECTION 5.04. FEDERAL INCOME TAX COVENANTS. The Issuer
covenants with the Holders of the Bonds that it shall not use the
proceeds of such Bonds in any manner which would cause the interest
on such Bonds to be included in gross income for purposes of
federal income taxation to the extent not otherwise included
therein on the date of issuance of the Bonds.
The Issuer covenants with the Holders of the Bonds that
neither the Issuer nor any Person under its control or direction
will make any use of the proceeds of such Bonds (or amounts deemed
to be proceeds under the Code) in any manner which would cause such
Bonds to be "arbitrage bonds" within the meaning of Section 148 of
the Code and neither the Issuer nor any other Person shall do any
act or fail to do any act which would cause the interest on such
Bonds to be included in gross income for purposes of federal income
taxation.
The Issuer hereby covenants with the Holders of Bonds that it
will comply with all provisions of the Code necessary to maintain
the exclusion of interest on the Bonds from gross income for
34
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' purposes of federal income taxation, including, in particular, the
°x:: payment of any amount required to be rebated to the United States
{ Treasury pursuant to the Code.
SECTION 5.05. ENFORCEMENT OF PAYMENT OF SPECIAL ASSESSMENT
PROCEEDS. The Issuer will receive, collect and enforce the payment ,
• of Special Assessment Proceeds in the manner prescribed by this
Resolution, the Assessment Ordinances and all other resolutions,
ordinances or laws appertaining thereunto, and will pay and deposit
the proceeds of Special Assessment Proceeds, as received, into the
Assessment Account. 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 Assessment Ordinances. Assessments
will be levied to the full extent permitted by law and the
Assessment Ordinances. The Issuer agrees to collect the Special
I Assessment Proceeds pursuant to Section 197.3632, Florida Statutes,
and any successor Statute thereto, to the extent permitted by law. .
SECTION 5.06. 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 the amount of such Assessment from
legally available moneys, which moneys shall be deposited into the
Assessment Account. In case such second Assessment shall be
annulled, said Issuer shall obtain and make other Assessments until
a valid Assessment shall be made.
SECTION 5.07. OTHER MONEYS. The Issuer may, in its sole
discretion, utilize other legally available moneys, in addition to .
the Pledged Revenues, to pay the principal of and interest on the
Bonds.
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ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. The following events shall
each constitute an "Event of Default":
• (A) Default shall be made in the payment of the principal of,
• redemption premium, if any, or interest on any Bond, when due.
(B) The Issuer shall default in the due and punctual
performance of any other of the covenants, conditions, agreements
and provisions contained in the Bonds 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 shall have been received from the Holders of not less than
twenty-five percent (25%) of the aggregate principal amount of
Bonds Outstanding. 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.
(C) An Act of Bankruptcy shall have occurred with respect to
the Issuer. •
SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for
such Bondholders 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 in this
Resolution, and may enforce and compel the performance of all
duties required by this Resolution or by any applicable statutes
to be performed by the Issuer or by any officer thereof, including,
but not limited to, the duty of the Issuer to foreclose on
Delinquent Assessments; provided, however, no Holder shall have � .
the right to declare the Bonds immediately due and payable.
The Holder or Holders of Bonds in an aggregate principal
amount of not less than twenty-five percent (25%) of the Bonds then •
Outstanding may by a duly executed certificate in writing, appoint
a trustee for Holders of Bonds issued pursuant to this Resolution
with authority to represent such Bondholders in any legal
proceedings for the enforcement and protection of the rights of
such Bondholders and such certificate shall be executed by such
Bondholders or their duly authorized attorneys or representatives,
and shall be filed in the office of the Clerk. Notice of such 1
appointment, together with evidence of the requisite signatures of
the Holders of not less than twenty-five percent (25%) in aggregate
principal amount of Bonds Outstanding and the trust instrument
under which the trustee shall have agreed to serve shall be filed
36
BOOK OM Mr,100 '
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with the Issuer and the trustee and notice of appointment shall be
given to all Holders of Bonds in the same manner as notices of
redemption are given hereunder. After the appointment of the first
trustee hereunder, no further trustees may be appointed; however,
the holders of a majority in aggregate principal amount of all the
Bonds then Outstanding may remove the trustee initially appointed
and appoint a successor and subsequent successors at any time.
SECTION 6.03. DIRECTIONS TO RECEIVER AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the
Bonds then Outstanding shall have the right, by an instrument or
concurrent instruments in writing executed and delivered to any
trustee or receiver appointed pursuant to Section 6.02 hereof, to
direct the method and place of conducting all remedial proceedings
to be taken by such trustee or receiver hereunder, provided that
such direction shall not be otherwise than in accordance with law
or the provisions hereof, and that the trustee or receiver shall
have the right to decline to follow any such direction which in the
opinion of the trustee or receiver would be unjustly prejudicial
to Holders of Bonds not parties to such direction.
SECTION 6.04. REMEDIES CUMULATIVE. No remedy herein
conferred upon or reserved to the Bondholders 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. If any remedial action is discontinued or
abandoned, the Bondholders shall be restored to their former
positions.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
Bondholder to exercise 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
power and remedy given by this Article VI to the Bondholders may
be exercised from time to time, and as often as may be deemed
expedient.
SECTION 6.06. APPLICATION OF MONEYS AFTER DEFAULT. If an
Event of Default shall happen and shall not have been remedied, the
• Issuer, the Paying Agent or a trustee or receiver appointed for the
purpose shall apply all Pledged Revenues and all moneys received
pursuant to Section 4.06 hereof as follows and in the following
order:
A. To the payment of the reasonable and proper charges,
expenses and liabilities of the trustee or receiver, Registrar and
Paying Agent hereunder.
B. To the payment of Collection Costs and administrative
expenses necessary to collect Special Assessment Proceeds.
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C. To the payment of the interest and principal or
.,' Redemption Price, if applicable, then due on the Bonds, as follows:
,`' (1) Unless the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied:
YIRST: to the payment to the Persons entitled
thereto of all installments of interest then due, in the
order of the maturity of such installments, and, if the
amount available shall not be sufficient to pay in full
any particular installment, then to the payment ratably,
according to the amounts due on such installment, to the
Persons entitled thereto, without any discrimination or
preference; and
SECOND: to the payment to the Persons entitled
thereto of the unpaid principal of any of the Bonds which
shall have become due at maturity or upon mandatory
redemption prior to maturity (other than Bonds called for
redemption for the payment of which moneys are held
pursuant to the provisions of Section 8.01 of this
Resolution) , in the order of their due dates, with
interest upon such Bonds from the respective dates upon
which they became due, and, if the amount available shall
not be sufficient to pay in full Bonds due on any
particular date, together with such interest, then to the
payment first of such interest, ratably according to the
amount of such interest due on such date, and then to the
payment of such principal, ratably according to the
amount of such principal due on such date, to the Persons
entitled thereto without any discrimination or
preference.
(2) If the principal of all the Bonds shall have become due
and payable, all such moneys shall be applied first to the payment
of the principal and interest then due and unpaid upon the Bonds,
with interest thereon as aforesaid, without preference or priority
of principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or
of any Bond over any other Bond, ratably, according to the amounts i.
due respectively for principal and interest, to the Persons
entitled thereto without any discrimination or preference.
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ARTICLE VII
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SUPPLEMENTAL RESOLUTIONS
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'
CONSENT. The Issuer, from time to time and at any time, may adopt
such Supplemental Resolutions without the consent of the
Bondholders (which Supplemental Resolution shall thereafter form
a part hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to
correct any inconsistent provisions in this Resolution or to
clarify any matters or questions arising hereunder in a manner
consistent with the provisions of this Resolution.
(B) To grant to or confer upon the Bondholders any additional
rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions
on the issuance of Bonds under the provisions of this Resolution
other conditions, limitations and restrictions thereafter to be
observed.
(D) To add to the covenants and agreements of the Issuer in
this Resolution other covenants and agreements thereafter to be
observed by the Issuer or to surrender any right or power herein
reserved to or conferred upon the Issuer.
•
(E) To specify and determine the matters and things referred
to in Section 2.01 hereof, and also any other matters and things
relative to such Bonds which are not contrary to or inconsistent
with this Resolution as theretofore in effect, or to amend, modify
or rescind any such authorization, specification or determination
at any time prior to the first delivery of such Bonds.
(F) To achieve compliance with any applicable federal
securities law or with the Code and applicable regulations •
thereunder.
•
(G) To make any other change that, in the opinion of the
Issuer, would not materially adversely affect the security for the
•
Bonds.
SECTION 7.02. SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS'
CONSENT. Subject to the terms and provisions contained in this
Section 7.02 and Section 7.01 hereof, the Holder or Holders of not
less than a majority in aggregate principal amount of the Bonds
then Outstanding shall have the right, from time to time, anything
contained in this Resolution other than in this Section 7.02 to the
contrary notwithstanding, to consent to and approve the adoption
of such Supplemental Resolution or Resolutions hereto as shall be
39
BOOK 0Q0 PAGE 103
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deemed necessary or desirable by the Issuer for the purpose of
supplementing, modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions
contained in this Resolution; provided, however, that if such
modification or amendment will, by its terms, not take effect so
long as any Bonds of any specified maturity remain Outstanding, the
consent of the Holders of such Bonds shall not be required and such
Bonds shall not be deemed to be Outstanding for the purpose of any
calculation of Outstanding Bonds under this Section 7.02. No
Supplemental Resolution may be approved or adopted which shall
permit or require (A) an extension of the maturity of the principal
of or the payment of the interest on any Bond issued hereunder, (B)
reduction in the principal amount of any Bond or the Redemption
Price or the rate of interest thereon, (C) the creation of a lien
upon or a pledge of the Pledged Revenues other than the lien and
pledge created by this Resolution or any other lien or pledge
permitted by the terms of this Resolution which materially
adversely affects any Bondholders, (D) a preference or priority of
any Bond or Bonds over any other Bond or Bonds, or (E) a reduction
in the aggregate principal amount of the Bonds required for consent
to such Supplemental Resolution. Nothing herein contained,
however, shall be construed as making necessary the approval by
Bondholders of the adoption of any Supplemental Resolution as
authorized in Section 7.01 hereof.
If at any time the Issuer shall determine that it is necessary
or desirable to adopt any Supplemental Resolution pursuant to this
Section 7.02, the Clerk shall cause the Registrar to give notice
of the proposed adoption of such Supplemental Resolution and the
form of consent to such adoption to be mailed, postage prepaid, to
all Bondholders at their addresses as they appear on the
registration books. Such notice shall briefly set forth the nature
of the proposed Supplemental Resolution and shall state that copies
thereof are on file at the offices of the Clerk and the Registrar
for inspection by all Bondholders. The Issuer shall not, however,
be subject to any liability to any Bondholder by reason of its
failure to cause the notice required by this Section 7.02 to be
mailed and any such failure shall not affect the validity of such
Supplemental Resolution when consented to and approved as provided
in this Section 7.02.
•
Whenever the Issuer shall deliver to the Clerk an instrument
or instruments in writing purporting to be executed by the Holders
of not less than a majority in aggregate principal amount of the
Bonds then Outstanding, which instrument or instruments shall refer
to the proposed Supplemental Resolution described in such notice
and shall specifically consent to and approve the adoption thereof
in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such
Supplemental Resolution in substantially such form, without
liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
40
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If the Holders of not less than a majority in aggregate
principal amount of the Bonds Outstanding at the time of the
: adoption of such Supplemental Resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder of
any Bond shall have any right to object to the adoption of such
Supplemental Resolution, or to object to any of the terms and
provisions contained therein or the operation thereof, or in any
manner to question the propriety of the adoption thereof, or to
enjoin or restrain the Issuer from adopting the same or from taking
any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to
the provisions of this Section 7.02, this Resolution shall be
deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Resolution of
the Issuer and all Holders of Bonds then Outstanding shall
thereafter be determined, exercised and enforced in all respects
under the provisions of this Resolution as so modified and amended.
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ARTICLE VIII
• MISCELLANEOUS '
SECTION 8.01. DEFEASANCE. If the Issuer shall pay or cause
to be paid or there shall otherwise be paid to the Holders of all
Bonds the principal or Redemption Price, if applicable and
i
interest due or to become due thereon, at the times and in the
manner stipulated therein and in this Resolution, then the pledge
of the Pledged Revenues, and all covenants, agreements and other
obligations of the Issuer to the Bondholders, shall thereupon
cease, terminate and become void and be discharged and satisfied.
In such event, the Paying Agent shall pay over or deliver to the
Issuer all money or securities held by it pursuant to the
Resolution which are not required for the payment or redemption of
Bonds not theretofore surrendered for such payment or redemption.
Any Bonds or interest installments appertaining thereto, ,
whether at or prior to the maturity or redemption date of such
Bonds, shall be deemed to have been paid within the meaning of this
Section 8.01 if (A) in case any such Bonds are to be redeemed prior
to the maturity thereof, there shall have been taken all action
necessary to call such Bonds for redemption and notice of such
redemption shall have been duly given or provision shall have been •
made for the giving of such notice, (B) there shall have 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 Defeasance Obligations, which in
either case shall be verified by an independent certified public
accountant to be in such amount that the principal of and the
interest on which when due will provide moneys which, together with •
the moneys, if any, deposited with such banking institution or
trust company at the same time shall be sufficient, to pay the
principal of or Redemption Price, if applicable, and interest due
and to become due on said Bonds on and prior to the redemption date
or maturity date thereof, as the case may be, and (C) the Issuer y
shall receive an opinion of Bond Counsel to the effect that
refunded Bonds are defeased in accordance with this Section 8.01
and, therefore, are no longer Outstanding under this Resolution. .
Except as hereafter provided, neither the Defeasance Obligations
nor any moneys so deposited with such banking 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 Defeasance Obligations shall be
withdrawn 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
Bonds for the payment or redemption of which they were deposited
and the interest accruing thereon to the date of maturity or
redemption; provided, however, the Issuer may substitute new
Defeasance Obligations and moneys for the deposited Defeasance
Obligations and moneys if the new Defeasance Obligations and moneys
42 r1C±
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are verified by an independent certified public accountant as being
sufficient to pay the principal of or Redemption Price, if
applicable, and interest on the refunded Bonds.
In the event the Bonds for which moneys are to be deposited
for the payment thereof in accordance with this Section 8.01 are
not by their terms subject to redemption within the next succeeding
sixty (60) days, the Issuer shall cause the Registrar to mail a
notice to the Holders of such Bonds that the deposit required by
this Section 8.01 of moneys or Defeasance Obligations has been made
and said Bonds are deemed to be paid in accordance with the
provisions of this Section 8.01 and stating such maturity or
redemption date upon which moneys are to be available for the
payment of the principal of or Redemption Price, if applicable, and
interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call
any of the Outstanding Bonds for redemption prior to maturity
pursuant to any applicable optional redemption provisions, or to
impair the discretion of the Issuer in determining whether to
exercise any such option for early redemption.
SECTION 8.02. SALE OF BONDS. The Bonds shall be issued and
sold at public or private sale at one time or in installments from
time to time and at such price or prices as shall be consistent
with the provisions of the Act, the requirements of this Resolution
and other applicable provisions of law.
SECTION 8.03. VALIDATION AUTHORIZED. To the extent deemed
necessary or desirable by Bond Counsel, Bond Counsel is authorized
to institute appropriate proceedings for validation of the Bonds
pursuant to Chapter 75, Florida Statutes.
SECTION 8.04. SEVERABILITY OF INVALID PROVISIONS. If any one
or more of the covenants, agreements or provisions of this
Resolution 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 and provisions of this
• Resolution and shall in no way affect the validity of any of the
• other covenants, agreements or provisions hereof or of the Bonds
issued hereunder.
• SECTION 8.05. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are
hereby superseded and repealed to the extent of such conflict.
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SECTION 8.06. EFFECTIVE DATE. This Resolution shall take
. x.,4 effect immediately upon its adoption.
PASSED AND ADOPTED in Regular Session this 14th day of
September, 1993.
`: ` BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA, Acting on
its own behalf and as the Governing
Body of the Pine Ridge Industrial
Park Municipal Services Taxing and
Benefit Unit and the Naples
Production Park Municipal Service
Taxing and Benefit Unit
(SEAL)
',Lit.
irman Board of Count
• W'Rif - Commissioners County
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' " ='Approvedrat to.:Legal Form
• ;.L.• 'i' a and Sufficiency:
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