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Resolution 1989-162 II . t'" .:- _ J I . . j . '7 -/'i.. 'i'l RESOLUTION NO. 89-162 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA AUTHORIZING THF. CONVERSION OF $1~,245,OOO OF COLLIER COUNTY, FLORIDA CAPITAL IMPROVEMENT PROGRAM REVENUE BONDS, SERIES 1986, BI-MODAL MULTI-TERM FORMAT (BMTF)~ FROM MODE 1 TO MODE A; PROVIDING THE TERMS AND DETAILS OF SUCH MODE A BONDS; RATIFYING THE EXECUTIOI. AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONHECTIOll THEREWITH; RATIFYING THE USE OF A PRELIMINARY REOFFERING MEMORANDUM; AUTHORIZING THE EXECUTION AND DELIVERY OF A REOFFERING MEMORANDUM; AUTHORIZING THE EXECUTION AND DELIVERY OF A FOURTH AMENDATORY INDENTURE OF TRUST; AND PROVIDING AN EFFECTIVE DATE. BE :[T RESOLVl:D BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, and other applicable provisions of law. SECTION 2. that: FINDINGS. It is hereby found and determined (A) Collier County, Florida (the "Issuer") has previously issued its Capital Improvement Program Revenue Bonds, Series 1986, Bi-Modal Multi-Term Format (BMTF)~ (the "Capital Improvement Program Revenue Bonds"), which Capital Improvement Program Revenue Bonds are secured pursuant to an Indenture of Trust, dated August 14, 1986, as amended and supplemented (the "Indenture"), between the Issuer and Sun Bank, National Association. The Indenture provides for the disbursement of proceeds held thereunder to the Issuer t.o pay the Costs of capital projects (as defined in the Indenture) upon compliance with the terms of the Indenture. (B) There is hereby authorized the conversion to a fixed interest rate of $12,245,000 capital Improvement Program RevenuL Bonds (the "Mode A Sub-Series Five Bonds") for the purpose of disbursing moneys to the Issuer in order to finance the acquisition and construction of the 1989 Project as described in the hereinafter defined Project Bond Resolution. (C) The Issuer has agreed to issue its collier County, Florida North Naples Roadway Municipal Service Taxing and Benefit Unit Special Assessment Project Bond, Series 1989 (the "Project Bond") pursuant to a resolution adopted on the date of adoption hereof (the "project Bond Resolution"), to evidence its obligation to make sufficient payments to repay the principal of, redemption premium, if any, and interest on the Mode A SUb-Series Five Bonds. 9~/~~/1.41 UU(JoO ;\1' f,. ,. ~ -_:~ I. . . " .. .- I ~: 1 . .: I I . " ' i ,.,,~ '''_~._''~.'_'_~ ,,_._,_."_.,~h'__""___'~_~~_~~'_'__"'_~_" .' '\' 1 ' . ! 1 'j I , '. , . J' , I.. '-... . 7-//" iCf .;;. :'$i ...:4 ,~, jo" ':f (0) Due to the present volatility of the market for tax- exempt obligations such as the Mode A Sub-Series Five Bonds and the complexity of the transactions relating to such Mode A Sub-Series Five B~nds, it is in the best interest of the Issuer to remarket the Mode A Sub-Series Five Bonds on a negotiated basis, thereby permitting the Issuer '.0 obtain the best possible price and intere:;t rate for the Modp. A Sub-Series Five Bonds. The Issuer acknow.ledges receipt of the information required by Section 21S.38~;, Florida Statutes. A copy of the letter of the underwriter for thu Mode A Sub-Series Five Bonds containing the aforementioned information is attached to the hereinafter described Purchase Agreem1mt as Exhibit B. (E) The Issuer shall herein establish the terms and other detai111 of the Mode A Sub-Series Five Bonds in accordance with the provisions of the Indenture. SgCTION 3. DEFINITIONS. Terms not otherwise defined herein shall have the meanings assigned thereto by the Indenture. _.~ SgCTION 4. AUTHORIZATION OF CONVERSION OF BONDS. The Issuer authorizes the conversion of $12,245,000 of its Capital Improv(,ment Program Revenue Bonds from Mode 1 130nds to Mode A Bonds in accordance with the provisions of Section 2.04 (b) of the Indenture. The Mode A Sub-Series Five Bonds shall be titled: "Co11iElr County, Florida, Capital Improvement Program Revenue Bonds, Series 19S6, Sub-Series Five, Bi-Modal Multi-Term Format (BMTF)", Mode A BonBs." The Issuer further authorizes .the disburFoement of $12,245,000 amount of the proceeds of the Capit~l ImprovE,ment Program Revenue Bonds to the Issuer upon delivery of the Project Bond to Sun Bank, National Association. Such disbursement shall be L'sed to fund the acguisition and construction of the 1989 Project as provided in the project Bond Resolution. The Issuer hereby ratifies all actions which have been taken by the Finance Director relating to providing notice to the Trustee pursuant to Section 2.04(b) of the Indenture, including, without limitation, supplying the Trustee the form of the notice provided in Exhibit A hereto. The Mode A SUb-Series Five Bonds shall be in such fc,rm and contain such other provisions as shall be provided by the Indenture. The Mode A Sub-Series Five Bonds shall be a sub- series of the capital Improvement Program Revenue Bonds and shall be separately secured as prcvided in Section 4.06 of the Indenture. The Mode A Sub-Series Five B~nds shall be subject to such mandatory redemption provisions and bear such rates. of interest as provided in ExhIbit B attached hereto. Moneys disbursed by the Trustee shall te transferred (1) from the Reserve Account of the project Fund in an amount egua1 to the moneys, if any, reguired to be deposited into the Reserve Account established by the project Bond Resolution; (2) from the Project Account of tho Project Fund in an amount sufficient to pay interest on the Project Bond through October 1, 1992 which shall be transferred into the Interest 2 P~/d..-I9-, Jj. y- UOOGl ,'" -, "'Af 'i.: !~~ .'.01 " . 1'1 I . ; :. I ., : , . i . .>. , .' ~. ~,.~"......'"W,,_.__,~__...,., ..,.....~""._.. 1_- " . " II I ' I ' I fl" It. ' . I 1-/~..8t:t I;' ,i ;.: I ~ 1,;1 '. ..~., -"'r Account established by the Project Bond Resolution; and (3) from the Project Account of the Project Fund in an amount equal to the remaining amount of the disbursement which shall be transferred to the Cc>nstruction Fund established by the Project Bond Resolution, provided the Issuer may deposit with itself a sum equal to the estimated costs and expenses related to issuing the Project Bond and disbursement of funds under the Indenture in order to pay such costs and expenses. f,ECTION 5. SALE OF THE HODE A SOB-SERIES FIVE BONDS. The Mode A Sub-Series Five Bonds shall be sold to Smith Barney, Harris Upham' Co. Incorporated (the "Underwriter") pursuant to a bond purchase agreement (the "Purchase Agreement") at the purchase price indicated therein. The form of the Purchase Agreement, which has heretc,fore been executed on behalf of the Issuer by the Chairman, is attached hereto as Exhibit C. The Board hereby ratifies the execution of the Purchase Agreement by the Chairman and authorizes the Chairman to execute the ratification of the Purchase Agreement. All of the provisions of the Purchase Agreement when ratified by the Chairman as authorized herein shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. .s.;' -' ~~ SECTION 6. PRELIMINARY REOFFERING HEMORANDUH. The use and distribution of the preliminary Reoffering Memorandum, dated July 10, 1989, which is attached hereto as Exhibit 0, by the Underwriter for the purpose of retnarketing the Mode A Sub-Series Five Bonds, is hereby ratified and approved. SECTION 7. REOFFERING HEMOR>.NtIUH. The form, terms and provisions of the Reoffering Memorandum, dated the date hereof, shall be substantially in the form of the Preliminary Reoffering Memorandum attached hereto as Exhibit D. The Chairman and the Clerk are hereby authorized and directed to execute and deliver said R(!offering Memorandum in the name and on behalf of the Issuer, and thl!reupon cause such Reoffering Memorandun to be delivered to the Underwriter with such changes, amendments, omissions and additions as may be approved by the Chainnan. Said Reoffering Memorandum, including any such changes, amendments, modifications, omissions and additions as approved by the Chairman, and the information contained therein are hereby authorized to be used in connection with the sale of the Mode A Sub-Series Five Bonds to the public. Execution by the Chairman of the Reoffering Memorandum shall be deemed to be con<.:.lusive evidence of approval of such changen. SI~CTION B. AUTHORIZATION or EXECUTION OF FOURTH AMENDATORY INDENTtffiE OF TRUST. The Issuer hereby authorizes and directs the Chairm,m to execute, and its Clerk to attest under the corporate seal of the Issuer, the Fourth Amendatory Indenture of Trust and to deliver the Fourth Amendatory Indenture of Trust to the Trulltee, and does hereby authorize and direct the execution, sealing and 3 -19~/~-;r. 1L3 000(;2 " :jf( ':1, ~;~~ --- , . . .. J' I' .. . ' , '. I I , , t. " , . ' ~"-~~,-,",",,-,,,,~~".~. --- . ',. l I' , . . , ' . . ' I . (I . 1-/~..11 delivery of the Fourth Amendatory Indenture of Trust. All of the provisions of the Fourth Amendatory Indenture of Trust when executed and delivered by the Issuer as authorized herein ~nd when duly authorized, executed and delivered by the Trustee, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Fourth Amendlltory Indenture of ~rust shall be in substantially the form of the Fourth Amendatory Indenture of Trust attached hereto as ExhibJ.t E with such changes, amendments, modifications, omissions and additions, including the date of such Fourth Amendatory Indenture of Trust, as may be approved by said Chairman. Execution bt tho Chairman of the Fourth Amendatory Indenture of Trust shall be deElmed conclusive evidence of approval of such changes. VECTION t. INSURANCE. The Issuer agrees to provide for the insuring of the timely payment of the Mode A Sub-Series Five Bonds pursuant to a municipal bond insurance policy issued by Municipal Bond Investors Assurance corporation ("MBIA"). The Chainlan and the Clerk are authorized to execute such documents as shall be necessary to provide for insurance of the Mode A Sub- SerieR Five Bonds by MBIA. /IECTION 10. GENERAL AUTHORITY. The members of the Board and the officers, attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Resolution, the Indenture, the Purchase Agreement, or dosirnble or consistent with the requirements hereof or thereof, for the full punctual and complete perfc.rmance of all the terms, covenants and agreements contained in the Mode A Sub-Series Five Bonds, this Resolution, the Purchase Agreement and the Indenture, and ellch member, employee, attorney and officer of the Issuer or its Board is hereby authorized and directed to execute and deliver any and all p~pers 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 therein. The Vice Chairman is hereby authorized to take all actions required herein of the Chairman in his absence or unavailability. Each Deputy Clerk is hereby authorized to take all actions required herein of the Clerk in his absence or unavailability. BECTION 11. SEVERABILITY AND INVALIO PROVISIONS. If any one or more of the covenants, agreements or provisions hereir. contained shall be held co~trary to any express provisions of law or contrary to the policy ,',f express law, though not expressly prohibited, or against public policy, or shall for any reason whatsl~ever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereo.f. 4 . ~~/~-It.~~ UO{JG3 .' ' ',~, ""J df ....,; f,i\, .-~ .,.,: -,'7 ':~ .,' 1! .):,'!.~ :!';;':, .-:~ ;~~ " 111- I . ;. :~, .' ..'. - -I; I . . " . , .. ' _ __.___,_,__-='''''~__'_~'~.'d'"_''"' 7 -/i- f'l SECTION 12. REPEALING CLAUSE. All resolutions, or parts thereof, of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. SECTION 13. EJ'FECTI"'B DATB. This resolution shall take effect immediately upon its adoption. AI~PTED, in Regular session, this 1Sth day of July, 1989. (SEAL) I10AAD 01" COUNTY COMMISSIONERS OF COLLI'MOONTY' PLORIDA By: ~ " airman i '-', i \,!\,\i1.\Li Ji.. ~l ',. .., . ' . . . ,,:-"">?TTEST:>.'~, .c,. .:.. " ~(,'l ;;.'.~, " " ......'. C"'. : I ,_..:. .' :r~., . '. ~Je". . ~.~'.,~'- ~;:. '; . rk " ~:, :""", ,,- .;":- ~.." .... ' ,'" f' , ' " .. . II" ;t'" . ,....: " '. t"'AP:PRO'{l:D"AS TO FORM AND LEGAL ~lUFFICIENCY: J~~ ~_~/5~t . County Attorney ~ ., Y~i".1 /C). _/t.Ij..s- OOOG-l -., .~ . I}' I"~ '.' . I,J." :t! ....';, }...,(' '111 \"1. '.. .:'" J .," 't. ,! .. '~ :;'-' . -...... , ." .'~ , I . . . .. ' . '," !. . j i, . '. , ., Exhibits for this Resolution can be found on Microfilm at the Minutes and Records Department