Resolution 2000-017
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RESOLUTION NO~ :,WOO-17
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
AUTHORIZING THE BORROWING OF NOT EXCEEDING
$570,000 FROM THE POOLED COMMERCIAL PAPER
LOAN PROGRAM OF THE FLORIDA LOCAL
GOVERNMENT FINANCE COMMISSION PURSUANT TO
THE TERMS OF THE LOAN AGREEMENT BETWEEN THE
COMMISSION AND THE COUNTY IN ORDER TO
FINANCE THE EXPANSION OF THE EXHIBITION
PAVILION FOR THE FAIR AUTHORITY OF THE
COUNTY~ AUTHORIZING THE EXECUTION OF A LOAN
NOTE OR NOTES TO EVIDENCE SUCH BORROWING;
AGREEING TO SECURE SUCH LOAN NOTE OR NOTES
WITH A COVENANT TO BUDGET AND APPROPRIATE
LEGALL Y A V AILABLE NON-AD VALOREM REVENUES
AS PROVIDED IN THE LOAN AGREEMENT;
AUTHORIZING THE EXECUTION AND DELIVERY OF
SUCH OTHER DOCUMENTS AS MA YBE NECESSARY TO
EFFECT SUCH BORROWING; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA:
SECTION 1. DEFINITIONS. Unless the context of use indicates another
meaning or intent, the following words and terms as used in this Resolution shall have the
following meanings. Capitalized terms not defmed herein shall have the meanings ascribed
thereto in the hereinafter defmed Loan Agreement.
"Act" means, collectively, Part I, Chapter 125, Florida Statutes, Part I, Chapter 163,
Florida Statutes, and all other applicable provisions of law.
"Additional Payments" means the payments required to be made by the County
pursuant to Sections 5.02(b), 5.02(c), 5.02(d), 5.05 and 6.06(e) of the Loan Agreement.
"Board" means the Board of County Commissioners of the County,.
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"Chairman" means the Chairman or Vice Chairman of the Board, and such other
person as may be duly authorized to act on his or her behalf.
"Clerk" means the Clerk of the Circuit Court for the County, ex-officio Clerk of the
Board, and such other person as may be duly authorized to act on his or her behalf.
"Commission" means the Florida Local Government Finance Commission, and any
assigns or successors thereto.
"County" means Collier County, Florida, a political subdivision of the State of
Florida.
"County Administrator" means the County Administrator of the County and such
other person as may be duly authorized to act on his or her behalf.
"Designated Revenues" means (1) Public Agency Moneys budgeted and
appropriated for purposes of payment of the Loan Repayments and any other amounts due
under the Loan Agreement, and (2) the proceeds of the Loan pending the application thereof.
"Draw Date" has the meaning set forth in the Loan Agreement.
"Finance Director" means the Director of Finance and Accounting and such other
person as may be duly authorized to act on his or her behalf.
"Loan No. A-14-1" means the Loan designated as "Loan No. A-14-1" the proceeds
of which are to be used to finance Project A-14.
"Loan" means the loan to be made by the Commission to the County from proceeds
of the Series A Notes in accordance with the terms of this Resolution and of the Loan
Agreement.
"Loan Agreement" means the Loan Agreement, dated as of April 12, 1991, between
the County and the Commission, as amended and supplemented and as the same may be
further amended and supplemented.
"Loan Rate" has the meaning set forth in the Loan Agreement.
"Loan Repayments" or "Repayments" means the payments of principal and interest
at the Loan Rate on the Loan amounts payable by the County pursuant to the provisions of
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the Loan Agreement and all other payments, including Additional Payments, payable by the
County pursuant to the provisions of the Loan Agreement.
"Non-Ad Valorem Revenues" means all legally available revenues of the County
derived from any source whatsoever other than ad valorem taxation on real and personal
property, which are legally available to make the Loan Repayments required in the Loan
Agreement, but only after provision has been made by the County for the payment of
services and programs which are for essential public purposes affecting the health, welfare
and safety of the inhabitants of the County or which are legally mandated by applicable law.
"Program" means the Pooled Commercial Paper Loan Program established by the
Commission.
"Project A-14" means the costs and expenses relating to the expansion of the
exhibition pavilion for the Fair Authority of the County, as the same may be amended or
modified from time to time, all as more particularly described in the plans and specifications
on file with the County.
"Public Agency Moneys" shall mean the moneys budgeted and appropriated by the
County for payment of the Loan Repayments and any other amounts due hereunder from
Non-Ad Valorem Revenues pursuant to the County's covenant to budget and appropriate
such Non-Ad Valorem Revenues contained in Section 6.04 of the Loan Agreement.
"Resolution" means this Resolution, as the same may from time to time be amended,
modified or supplemented.
"Series A Notes" means the Commission's Pooled Commercial Paper Notes, Series
A (Governmental Issue), to be issued from time to time by the Commission.
The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms,
shall refer to this Resolution; the term "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 2. AUTHORITY FOR RESOLUTION. This Resolution is
adopted pursuant to the provisions of the Act.
SECTION 3.
that:
FINDINGS. It is hereby ascertained, determined and declared
(A) The Commission has been established for the principal purpose of issuing
commercial paper notes in order to provide funds to loan to public agencies, such as the
County, desiring to fmance and refmance the cost of acquiring, consmacring and equipping
capital improvements and to finance and refmance other governmental needs.
(B) In furtherance of the foregoing, the Commission shall issue, from time to time,
commercial paper notes to be known as "Florida Local Government Finance Commission
Pooled Commercial Paper Notes, Series A (Governmental Issue)" and shall loan the proceeds
of such Series A Notes to public agencies, including the County.
(C) Pursuant to the authority of the Act, the Commission has agreed to loan, from
time to time, to the County such amounts as shall be authorized herein and in the Loan
Agreement in order to enable the County to fmance, reimburse or refmance the cost of
acquisition, construction and equipping of capital improvements.
(D) There is presently a need by the county to finance Project A-14 and the most
cost-effective means by which to finance Project A-14 is by the use of moneys obtained
pursuant to the Program by means of the Loan.
(E) The County hereby determines that the provision of funds by the Commission
to the County in the form of Loan No. A-14-1 pursuant to the terms of the Loan Agreement
and the financing of Project A-14 will assist in the development and maintenance of the
public welfare of the residents of the County, and shall serve a public purpose by improving
the health and living conditions, and providing governmental services, facilities and programs
and will promote the most efficient and economical development of such services, facilities
and programs.
(G) Loan No. A-14-1 shall be repaid solely from the Designated Revenues. Such
Designated Revenues shall include moneys derived from a covenant to budget and
appropriate legally available Non-Ad Valorem Revenues. The ad valorem taxing power of
the County will never be necessary or authorized to make the Loan Repayments.
SECTION 4. TERMS OF LOANS. The County hereby approves of Loan No.
A-14-1 in the aggregate amount of not exceeding $570,000 for the purpose ofprovid'mg the
County with sufficient funds to finance Project A-14. The Cha'u-man and the Clerk are
hereby authorized to execute, seal and deliver on behalf of the County a Loan Note or Notes
with respect to Loan No. A-14-1 and other documents, instruments, agreements and
certificates necessary or desirable to effectuate Loan No. A-14-1 as provided in the Loan
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Agreement. The Loan Note or Notes with respect to Loan No. A- 14-1 shall reflect the terms
of such Loan and shall be substantially in the form attached to the Loan Agreement as
Exhibit I. The Finance Director shall make the Draw Request or Requests with respect to
Loan No. A-14-1 in accordance with the terms of the Loan Agreement at such t/me as shall
be determined by the Finance Director as appropriate to finance Project A-14 and is
permitted by the Loan Agreement. Loan No. A-14-1 shall mature in accordance with the
provisions described in Schedule I attached hereto. Loan No. A-14-1 shall bear interest at
the Loan Rate in accordance with the terms of the Loan Agreement. The County further
agrees to make all Loan Repayments required of it pursuant to the terms of the Loan
Agreement. The Letter of Credit fees for Loan No. A-14-1 shall be 30 basis points or such
other amount as First Union National Bank and the Finance Director shall agree.
SECTION 5. AUTHORIZATION OF PROJECT A-14. The County does
hereby authorize the acquisition and construction of Project A-14.
SECTION 6. SECURITY FOR THE LOAN. The County's obligation to
repay Loan No. A-14-1 will be secured by a pledge of and lien upon the Designated
Revenues in accordance with the terms of the Loan Agreement. The obligation of the
County to repay Loan No. A-14-1 shall not be deemed a pledge of the faith and credit or
taxing power of the County and such obligation shall not create a lien on any property
whatsoever of or in the County other than the Designated Revenues.
SECTION 7. GENERAL AUTHORITY. The members of the Board and the
officers, attorneys and other agents or employees of the County are hereby authorized to do
all acts and things required of them by this Resolution and the Loan Agreement, or desirable
or consistent with the requirements of this Resolution and the Loan Agreement, for the full
punctual and complete performance of all the terms, covenants and agreements contained in
this Resolution and the Loan Agreement, and each member, employee, attorney and officer
of the County or its Board is hereby authorized and directed to execute and deliver any and
all papers and instruments and to do and cause to be done any and all acts and things
necessary or proper for carrying out the transactions contemplated by this Resolution and the
Loan Agreement.
SECTION 8. SEVERABILITY. If any one or more of the covenants,
agreements or provisions herein contained shall be held contrary to any express provision
of law or conlxary 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 sepmable from the
remaining covenants, agreements or provisions and shall in no way affect the validity of any
of the other provisions hereof.
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SECTION9. REPEAL OF INCONSISTENT RESOLUTIONS. A11
resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the
extent of such conflict.
SECTION 10. EFFECTIVE DATE.
immediately upon its adoption.
This Resolution shall take effect
DULY ADOPTED this 1 lth day of January, 2000.
(SEn[)
.ATT'EST: .'.,. zi~
APPROVED AS TO FO~ ~D
LEG~ SUFFICIENCY:
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
By: ~~/~,, /~/ f'
Cha -( G
County Attorney tO --
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SCHEDULE I
PROPOSED LOAN REPAYMENT SCHEDULE
The principal of Loan No. A-14-1 shall be repaid as follows:
December 7, 2004 $570,000
(or such other principal amount
as is actually borrowed)
Loan shall be paid monthly in accordance with the terms and
Additional Payments shall also be made in accordance
Interest on the
provisions of the Loan Agreement.
with the Loan Agreement.
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THE PAVILION (WINGS) AGREEMENT
THIS AGREEMENT made this ./'~/~--~ day of ~
, 2000,
between the Collier County Agricultural Fair and Exposition, Inc., (hereinafter referred to
as "the Fair") and Collier County, a political subdivision of the State of Florida,
hereinafter referred to as "the County").
WHEREAS, the County owns 68.01 acres of land, more particularly described in
the attachments hereto described as Exhibit "A", and
WHEREAS, the Fair has leased said property in accordance with a lease
agreement dated November 1, 1986, as amended, for a term of fifty (50) years
commencing on January 15, 1987 and terminating on January 14, 2037; and
WHEREAS, the Fair is proposing to make improvements to the demised
premises by adding two wings to the existing Pavilion which will comprise the second
phase of the proposed agricultural exhibition center; and
WHEREAS, the Fair is in need of financing in order to construct the
improvements; and
WHEREAS, the County has an interest in the construction of the improvements,
to wit: its ownership interest of the property and the improvements made thereon; and
WHEREAS, the County is willing to guarantee a loan from the Tax Exempt
Commercial Paper Program to provide the financing for said construction
NOW THEREFORE, in consideration of the above premises, which are
incorporated within and made part of this Agreement, and in further consideration
acknowledged by the parties to be sufficient and adequate, the parties hereto do agree
as follows:
1. The County agrees to guarantee a loan from the Tax Exempt Commercial
Paper Program in an amount not-to-exceed Five Hundred and Seventy Thousand
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Dollars ($570,000.00) to the Fair for construction of the two wings to the existing steel
building and other expenses as identified on the attached schedule identified as Exhibit
"B" comprising Phase Two of the agricultural exhibition center on the following terms and
conditions:
a. Advances of funds (draws) will be made by the County to Fair as
requested in writing by the Fair upon proof of completion of the improvements
representing said draw request(s). The County will make and issue a check payable to
the Fair which shall correspond to said draw request(s) as invoiced by the contractor(s)
and/or vendor(s) and approved by the Fair. All funds advanced pursuant to draw
requests shall be tendered by the County to the Fair within five (5) business days of said
request.
b. Upon the final request which shall occur on or before December 31,
2000, the total amount drawn will comprise the total principal amount provided by the
County.
c. Interest to be paid to County by Fair on said draws and principal
amount shall be equivalent to the interest invoiced by the Commercial Paper Program.
d. The amount of monthly interest owed pertaining to the draws shall be
paid to the County by the Fair within five (5) business days of notification.
e. Thereafter, equal principal payments shall be made by Fair for fifteen
(15) years, beginning January 1, 2001 and each January 1 thereafter until paid in full on
or before January 1, 2016.
f. Principal may be prepaid at any time without penalty.
g. Time is of the essence concerning the Fair's obligation of repayment
under this Agreement. The failure of Fair to make timely payment of any payment
obligation under this Agreement shall effectuate an interest penalty against Fair in favor
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of the County at the then current statutory rate of interest on the unpaid payment until
such overdue payment is paid.
2. The Fair agrees and warrants that the funds will be used solely for the
construction of the improvements described herein.
3. The Fair will keep the improvements insured to their full value at all times.
4. The Fair agrees to protect, defend, indemnify and hold the County of Collier and
its officers, employees and agents free and harmless from and against any and all
losses, penalties, damages, settlements, costs, charges, professional fees or other
expenses or liabilities of every kind and character arising out of or relating to any and all
claims, liens, demands, obligations, actions, proceedings or causes of action of every
kind and character in connection with or arising directly or indirectly out of this
Agreement and/or the performance thereof.
5. This Agreement contains the final and entire understanding and agreement
between the parties hereto, and supersedes any prior agreement between such parties
or any term, statement, representation, warranty or condition, oral or written, not
contained in this Agreement. To be effective, any modification of this Agreement,
subsequent to its execution, must be in writing and signed by both parties.
6. This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida and shall be binding and inure to the benefit of the respective
successors and assigns of the parties hereto, if any, as permitted by this Agreement.
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IN WITNESS WHEREOF, the Fair and the County have caused this Agreement to
be duly executed on the day and year first written above.
Attest:
DWIGHT E. BROCK, Clerk
E~eputy Clerk ''
Attest as to Chatnan's
s~g~at~e only,
As to the County:
COLLIER COUNTY, A POLITICAL
SUBDIVISION BY THE STATE OF
FLORIDA, BY ITS BOARD OF
COUNTY CO~
As to the Fair:
COLLIER COUN/TY AGRICULTURAL
FAIR AN~SITION,
STATE OF
COUNTY
~BT~he foregoing instrument was acknowledged before me this ~ '~ '/¢! day of
L4,~L/' , 20(~('~ by Terry Wolfson, President of Collier County
Agricultural Fai~ and Exposition, Inc., a Florida corporation, on behalf of the corporation.
He is personally known to me or has produced -['~./~2/.-~' as ident'fication.
Nota'-ry Public ' '~'~/"~/~
print~-d, ~'yped'or stamped
Approved as to form and
legal sufficiency as to Collier County:
County Attorney
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~OJECT NO.
PROJECT PARCEL NO.
TAX PARCEL NO.
LEGAL DESCRIPTION
EXHIBIT "A"
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Part of'Block z[89 ?'North Golden Gate: Unit 2, as recorded.in Plat Book
9, Pages 29 through 43 ~ Public Records of Collier County, Florida,
described as follows:
Commence at the Northwest comer of said Block 489; Thence along the
north boundary of said Block 489, S 88' 08' 24" E, 455.75 feet to the
Point of Begiruiing; Thence continue along said north boundary,
S 88'08' 24"E, 2695.75 i;:et; Thence leaving said north boundary,
S 01 ' 53' 16" W, 1 '184.51 feet; Thence N 88' 08' 24" W, 2696.65 feet;
Thence N 01 ' 53 '16" E, 35.00 feet; Thence S 88' 08' 24" E, 240.00 feet;
Thence N46' 51'36"E,14?,.49feet; Thence N01'53'I6"E, 560.00
feet; Thence N88'08'24"W, 235.00feet; Thence N37'10'00"W,
173.07 feet; Thence N 01'53' 16"E, 350.06 feet to the Point of
Beginning. ContaiuJng 68.01 acres more or less.
SKETCH OF LEGAk DESCRIPTION (HOT A SURYEY)
fNOR.'IH LINE OF BLOCK
SCALE:
DRAWN BY:
iCHECKED BY:
FILE NO:
R~VISED:
NOT TO SCALE'.
RSG
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EXHIBIT "B"
$12,000
15,000
108,500
6,500
176,500
14,000
35,000
35.000
35.000
92.000
$ 529 500
40.500
$ 570.000
Permitting/Impact Fees
Retrofit Existing Bldg for Sprinkler System
Fire Sprinkler System for Entire Bldg.
10' Non-potable Well for Sprinkler System
Two Wings
Lighting for Two Wings
Elentrical Improvements for the Pavilion and Fairgrounds
Bleachers
Water Management Permitting
Cement Slap for Entire Pavilion
7.64% Contingency
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