Resolution 1996-098
FEB 2 7 1996
RESOLUTION NO. 96- 98
I
j
i
,
1
,
I
'I
I
~
j
U
:1
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
AUTHORIZING THE ISSUANCE BY COLLIER COUNTY,
FLORIDA OF $2,145,000 AGGREGATE PRINCIPAL
AMOUNT OF COLLIER COUNTY, FLORIDA
GUARANTEED ENTITLEMENT REVENUE REFUNDING
BONDS, SERIES 1996 IN ORDER TO REFUND ALL OF
THE COUNTY'S OUTSTANDING GUARANTEED
ENTITLEMENT REVENUE BONDS, SERIES 1977 AND TO
FINANCE THE ACQUIsmON AND CONSTRUCTION OF
CERTAIN CAPITAL IMPROVEMENTS; PLEDGING THE
GUARANTEED ENTITLEMENT REVENUES RECEIVED
BY THE COUNTY FROM THE STATE OF FLORIDA TO
SECURE PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON SAID BONDS; PROVIDING FOR THE
RIGHTS OF TIlE HOLDERS OF SAID BONDS; PROVIDING
FOR THE ISSUANCE OF ADDmONAL BONDS FOR
ADDmONAL PURPOSES; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COl\lMISSIONERS OF
COLLIER COUNTY, FLORIDA:
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:
"Accreted Value" shal~ mean, as of any date of computation with respect to any
Capital Appreciation Bond, an amount equal to the principal amount of such Capital
Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on
such Capital Appreciation Bond from the date of delivery to the original purchasers thereof
to the Interest Date next preceding the date of computation or the date of computation if an
Interest Date, such interest to accrue at a rate not exceeding the legal rate, compounded
!OO( 000 w,~ 74
FEB 2 7 1!
semiannually, plus, with respect to matters related to the payment upon re&eWiJtion or
acceleration of the Capital Appreciation Bonds, if such date of computation sllaD.DDt be an
Interest Date, a portion of the difference between the Accreted Value as oftheimmr:diately
preceding Interest Date and the Accreted Value as of the immediately succeeding In1crest
Date, calculated based on the assumption that Accreted Value accrues during any
semi-annual period in equal daily amounts on the basis of a 360-day year.
"Act" shall mean Chapter 2IS, Part II, Florida Statutes Chapter 125, Florida Statutes.
Ordinance No. 77-17 enacted by the Issuer on April 5, 1977 and other applicable provisions
oflaw.
"Additional Bonds" shall mean the obligations issued at any time under the
provisions of Section 5.02 hereof on a parity with the Series 1996 B<mds.
"Amortiution Installment" shall mean an amount dtsignated as such by
Supplemental Resolution of the Issuer and established with respect 10 the Term Bonds.
"Annual Debt Service" shall mean, at any time, the aggregAte amount in the then
current fiscal Year of (I) interest required to be paid on the Outstanding Bonds during such
F1Scal 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. for purposes of this defmition. all amounts payable on a Capital
Appreciation Bond shall be considered a principal payment due in the year of its maturity
or date of redemption by Amortization Installment
"Authorized Investments" shall mean any investments that are lawful and valid
pursuant to State law for govenunent entities such as the Issuer.
"Authorized IJSuer Officer" shall mean the Chairman. the County Administrator,
the Oerk or their designee(s), 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.
"Bond Amortization Account" shall mean the separate account in the Debt Service
Fund established pursuant to Section 4.04 hereof.
"Bond CouweJ" shall mean Nabors, Giblin & Nickerson, P.A., or any other attorney
at law or finn of attorneys, of nationally recognized standing in matters pertaining to the
federal tax exemption of interest on obligations issued by states and political subdivisions,
2
&OOK 000 Pl',~ 75
~
'..~"
and duly admitted to practice law before the highest court of any state of the United States
of America.
,
I
I
I
\
"Bond Insurance Policy," with respect to any other Series of Bon as, shall mean the
municipal bond new issue insurance policy or policies issued by an Insurer guaranteeing the
payment of the principal of and interest on any portion of such Series of Bonds.
"Bond Year" shall mean the period commencing on and ending on the dates
specified by Supplemental Resolution of the Issuer.
"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 registntion books of the Issuer.
"Bonds" shall mean the Series 1996 Bonds, together with any Additional Bonds
issued pursuant to this Resolution and any Subordinated Indebtedness which accedes to the
status of Bonds pursuant to Section 5.04 hereof.
"Capital Appreciation Bonds" shall mean those Bonds so designated by
Supplemental Resolution of the Issuer, which may be either Serial Bonds or Term Bonds and
which shall bear interest payable at maturity or redemption. In the case of Capital
Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or
prior to redemption of such Bonds, such Bonds shall be considered Capital Appreciation
Bonds only during the period of time prior to such conversion.
"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.
i
'I
I
,
"Clerk" shall mean the Clerk of the Circuit Court for Collier County, Florida.
ex-officio Clerk of the Board of County Commissioners of the Issuer, or such other person
as may be duly authorized to act on his or her behalf.
I
_I
"Code" shall mean the Internal Revenue Code of 19S6, as amended, and the
regulations and rules thereunder in effect or proposed.
"Construction Fun~" shall mean the Collier County Guaranteed Entitlement
Revenue Bonds Construction fund established pursuant to Section 4.03 hereof.
"Cost", when used in connection with a Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs
3
!OOK 000 w,~ 76
FEB t. I ~:,o
ofland and interests therein and the cost of the Issuer incidental to such acquisition; (4) the
cost of any indemnity and surety bonds and premiums for insurance during construction; (5)
all interest due to be paid on the Bonds and other obligations relating to the Project during.
and if deemed advisable by the Issuer for up to one year after the end of, the coostruction
period of such Project; (6) engineering, legal and other consultant fees and expenses; (7)
costs and expenses of the financing incurred during, and if deemed advisable by the Ismer
for up to one year after the end of; the construction period for such Project, including audits.
fees and expenses of any Paying Agent, Registrar, Credit Bank or depository; (S) payments,
when due (whether at the maturity of principal or the due date of interest or upon
redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for such
Project; (9) costs of machinery or equipment required by the Issuer for the commencement
of operation of such Project; and (10) any other costs properly attributable to such
construction or acquisition or to the issuance of the Bonds which finance such Project, as
determined by generally accepted accounting principles and shall include reimbursement to
the Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental
Resolution may provide for additional items to be included in the aforesaid Costs.
"Credit Bank" shall mean as to any particular Series of Bonds, the Person (other
than an Insurer) providing a letter of credit, a line of credit or another credit or liquidity
enhancement facility, as designated in the Supplemental Resolution providing for the
issuance of such Bonds.
"Credit Facility" shall mean as to any particular Series of Bonds, a letter of credit,
a line of credit or another credit or legal liquidity enhancement facility (other than 3D
insurance policy issued by an Insurer), as approved in the Supplemental Resolution providing
for the issuance of such Bonds.
"Debt Service Fund" shall mean the Collier County Guaranteed Entitlement
Revenue Bonds Debt Service Fund established pursuant to Section 4.04 hereof.
"Federal Securities" shall mean direct obligations of the United States of America
and obligations the princip~ of and interest on which are unconditionally guaranteed by the
United States of America. none of which permit redemption prior to maturity at the option
of the obligor. Federal Securities shall include any certificates or any other evidences of an
ownership interest in the aforementioned obligations or in specified portions thereof (which
may consist of specified portions of the interest thereon).
"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. '
4
!OOK OGO PI',~ 77
"Fitch Investors Services" shall mean Fitch Investors Services, and any assigns or .
successors thereto.
"',";
~
"Guaranteed Entitlement Revenues" shall mean the amount of the ~
portion of the Revenue Sharing Trust fund for Counties payable to the Issuer ~to.
0I.aptcr 218, Part II, Florida Statutes. and defined as the "guaranteed entitlement" in Section
218.21(6), Florida Statutes. Guaranteed Entitlement Revenues shall nat include the "seCond
guaranteed entitlement for counties" as defined in Section 21S.21(10), Florida Statutes. ,;
"Insurer" shall mean, with respect to any Series of Bonds, such Person.. shall be
insuring or guaranteeing the payment of principal of and interest on such Series of Bonds, .
when due.
"Interest Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof.
"Interest Date" shall be such date or dates for the payment ofiutc:rest on a Series of
Bonds as shall be provided by Supplemental Resolution.
"Iuuer" or "County" 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 bave ended prior to the fiscal Year in which the
Maximum Annual Debt Service shall at any time be computed.
"Moody's" or "Moody's Investors Service" shall mean Moody's Investors Service,
and any assigns or successors thereto.
"OutJt.lIndini", when used with reference to Bonds and as of any particular date,
shaD 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, mutilated or destroyed Bonds, (2) any Bond surrendered by the '
Holder thereof in exchange for another Bond or other Bonds under Sections 2.06 and 2.08
hereof: (3) Bonds deemed to have been paid pursuant to Section S.OI hereof: and (4) Bonds.
cancelled after purchase in the open market or because of payment at or redemption prior to .:
matwity.
'I~. , ,
"Paylni Aient" shall mean for each S,eries of Bonds any paying agent for sueh~l r
Series of Bonds appointed by or pmsuant to this Resolution and its successor or assigns, and:L, ,'_
:1,'
, ':~. .:;~~'
5
..
aoOl( ODD Pl~t 78
.
',.f
FEB 2 7 1996
any other Person which may at any time be substituted in its place pursuant to this
Resolution.
"Person" shall mean an individual, a corporation, a partnership, an associatiaD. a
joint stocle company, a trust, any unincorporated org:m;7J1tion or governmental entity.
"Pled2ed Funcb" shall mean (1) the Guaranteed Entitlement Revenues and (2) until
applied in accordance with the provisions of this Resolution, all moneys, including
investments thereof: in the funds and accounts established hereunder except as for the
Unrestricted Revenue Account and the Rebate Fund.
"Prerefunded Obli2ations" shall mean any bonds or other obligations of any state
of the United States of America or of any agency, instrmnentality or local aovemmental unit
of my such state (1) which are (A) not callable prior to maturity or (B) as to which
irrevocable instructions have been given to the fiduciary for such bonds or other obligations
by the obligor to give due notice of re&emption and to call such bonds for n:demption on the
date or dates specified in such instructions, (2) which are fully sec~ as to principal.
redemption premium. if any, and interest by a fund consisting only (# cash or Federal
Secnrities, secured in the manner set forth in Section 8.01 hereof: which filIIllI:may be applied'
only to the payment of such principal of: redemption premium. if any, ud Ulterest on such
hoods or other obligations on the maturity date or dates thereof or the specified redemption
date or dates pursuant to such irrevocable instructions, as the case may be. (3) as to which
the principal of and interest on the Federal Securities, which have been deposited in su~h
fund along with any cash on deposit in such fund, are sufficient, as "mified by an
independent certified public accountant, to pay principal of: redemption pI tuUwll, if any, and
interest on the bonds or other obligations on the maturity date or dates thereof or on the
redemption date or dales specified in the irrevocable instructions referred to in clause (1)
above., and (4) which are rated in the highest rating category of Standard & Poor's
Corporation. fitch Investors Services or Moody's Investors Service.
"Principal Account" shall mean the separate account in the Debt Service Fund
established pursuant to Section 4.04 hereof:
"Project" shall mean the acquisition, construction and improvement of such
properties and facilities as may be financed by the Guaranteed Entitlement Revenues
yarsuant to the Act The description of each Project, other than the Series 1996 Project,
shall be set forth in the Supplemental Resolution authorizing the issuance of Bonds which
shall finance the acquisition and construction of such Project
6
!OOK OCO PAr.~ 79
FEB 2 7 1996..
"Rebate Fund" shall mean the Rebate fund established pursuant to Section 4.04
hereof.
"Redemption Price" shall mean, with respect to any Bond or ptr.lii0Jl tJm:of: the
principal amount or portion thereof: plus the applicable premium. if ~', q>8Yable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunded Bondi" shaI1 mean all of the Issuers outstanding Guaranteed Entitlement
Revenue Bonds, Series 1977, issued on September 12, 1975, pursuant to a resolution adopted
on November 22, 1977, as amended and supplemented. The Refunded Bonds presently are
outstanding in the aggregate principal amount of $2,430,000.
"Refundinl: Securities" shall mean the Federal Securities and the Prerefunded
Obligations.
"Registrar" shall mean for each Series of Bonds any registrar for such Series of
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.
"Resolution" shall mean this Resolution. as the same may from time to time be
amended. modified or supplemented by Supplemental Resolution.
"Restricted Revenue Account" shall mean the separate accotmt in the Revenue Fund
established pursuant to Section 4.04 hereof.
"Revenue Fund" shall mean the Collier County Guaranteed Entitlement Revenue
fund established pursuant to Section 4.04 hereof.
.~
'I '-(,
>
~~,
"Serial Bonds" shall mean all of the Bonds other than the Term Bonds,
1
Ii
It
W
"Series" shall mean all the Bonds delivered on'origina1 issuance in a simultaneous
transaction and identified pursuant to Sections 2.01 and 2.02 hereof or a Supplemental
Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series,
regardless of variations in maturity, interest rate, Amortiution Installments or other
provisions.
"Series 1996 Bonds" shall mean the Issuers Collier County, Florida Guaranteed
Entitlement Revenue Refunding Bonds, Series 1996, authorized pursuant to Section 2.02.
hereof:
7
800( 000 PAr,~ 80
;1
"
~i
,
.1'
;:'
I
<I
"
FEB 2 7 1996
"Series 1996 Project" shall mean certain capital improvements 1.0 be made within
the Issuer as described in the plans and specifications on file with the Issuer. A general
description of the Series 1996 Project is set forth in Exhibit A
"Series 1996 Project Account" shall mean the separate account in the Constructi01l
Fund established pursuant to Section 4.03 hereof.
"Standard & Pooris" shall mean Standard and Poor's, a division of McGraw Hill
Companies, and any assigns and successors thereto.
"SUite" shall mean the State of Florida.
"Subordinated Indebtednw" shall mean that indebtedness of the Issuer, subordinate
and junior to the Bonds, issued in accordance with the provisions of Section 5.0 I hereof.
"SupplemenUiI Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the terms
of Sections 7.01, 7.02 and 7.03 hereof.
"Taxable Bond" shall mean any Bond which states, in the body thereof, that the
interest income thereon is includable in the gross income of the Holder thereoffor fedtTal
income taxation pUIposes or that such interest is subject to federal income taxation.
"Term Bonds" shall mean those Bonds which shall be designated as Term Bonds
hereby or by Supplemental Resolution of the Issuer and which are subject to mandatory
redemption by Amortiution Installment
"Unrestricted Revenue Account" shall mean the separate account in the Revenue
Fund established pursuant to Section 4.04 hereof.
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 nmnber include the plural nmnber, and vice versa.
8
!OOK 1]00 PAr,t 81
,.. "'O__'_~"__'_"__"^""~_O_~'''_'''_'~~'~_'__~_~,~_.",,~_'e',,~,_'_'_" ,~_' .~ '_"'_"_'~*" ."_.,~<"'~,=,_...
.... H , I 1:;::10
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 any Credit Bank and Insurer and
shall be deemed to be and shall constitute a contract between the Issuer and the Holders from
time to time of the Bonds and any Credit Bank and Insurer. 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 and for the benefit, protection and security of any
Credit Bank and Insurer. 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.
SECTION 1.04. FTh1)INGS. It is hereby ascertained, determined and declared:
(A) That the Issuer deems it desirable and in the best interests of the Issuer to
refund the Refunded Bonds and to finance the acquisition and construction of the Series
1996 Project.
(B) The most efficient and fairest method of refunding the Refunded Bonds and
financing the acquisition and construction of the Series 1996 Project is by the issuance of the
Series 1996 Bonds secured by the Pledged Funds, as provided herein.
(C) That upon issuance of the Series 1996 Bonds the Pledged funds shall not be
pledged or encumbered in any manner.
(D) That the estimated PI edged Funds will be sufficient to pay the principal of and
interest on the Series 1996 Bonds to be issued pursuant to this Resolution, as the same
become due, and all other payments provided for in this Resolution.
"
.-;
.;
(E) That the principal of and interest on the Bonds to be issued pursuant to this
Resolution, and all other payments provided for in this Resolution will be paid solely from
the Pledged Funds; and the ad valorem taxing power of the Issuer will never be necessary
or authorized to pay the principal of and interest on the Bonds to be issued pursuant to this
Resolution and, except as otherwise provided herein, the Bonds shall not constitute a lien
upon any property of the Issuer.
.,
! !
"
tl
~1f: ~
W.;
v'.
;:1
'.".
.<t
,i;i ~
9
&OOK 000 PV,~ 82
~j".:,,'
rp'
'..
If:"~~
':\.'
><It '~',
f'~':':,
';f',l
''1'1;;
,\;". .
I,'
,
f:~
1
1
,
4
. '
,
"
~
I:
~
r
,.
I
".'-
...... ";-.'
. '.', _.,.,.~ ..~" ;,,-..'f "~-'"
.. ';-~~~~
~-~'
FEB 2 71996 ,i~~,
').o~... "-
i'':./
SECIlON 1.05. REFUNDING OF THE REFUNDED BONDS. The Issuer "
does hereby authorize the current refunding of the Refunded Bonds.
SECIlON 1.06. AUfHORIZATION OF THE SERIES 1996 PROJECT. The
Issuer does hereby authorize the acquisition and construc.:tion of the Series 1996 Project.
800K {JlJ()r~~~ ~~
10
..-.=.---,....-..".....- ,."......~...,,~_.,--;".~.~~.~,-_._,~
, "
,
1
,
, ,
ij"
'LA
~: ;
'"1
't'
~' I
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 2.01. AUIHORlZA nON OF BONDS. This Resolution creates an
issue of Bonds of the Issuer to be designated as "Collier County, Florida, Guaranteed
Entitlement Revenue Bonds" which may be issued in one or more Series as hereinafter
provided. . The aggregate principal amount of the Bonds which may be executed and
delivered under this Resolution is not limited except as is or may hereafter be provided in
this Resolution or as limited by the Act or by I?,w.
The Bonds may, if and when authorized by the Issuer pursuant to this Resolution. be
issued in one or more Series, with such further appropriate particular designations added to
or incorporated in such title for the Bonds of any particular Series as the Issuer may
determine and as may be necessary to distinguish such Bonds from the Bonds of any other
Series. Each Bond shall bear upon its face the designation so determined for the Series to
which it belongs.
The Bonds shall be issued for such purpose or purposes; shall bear interest at such
rate or rates not exceeding the maximum rate permitted by law; and shall be payable in
lawful money of the United States of America on such dates; all as determined by
Supplemental Resolution of the Issuer.
The Bonds shall be issued in such denominations and such form. whether coupon or
registered; shall be dated such date; shall bear such numbers; shall be payable at such place
or places; shall contain such redemption provisions; shall have such Paying Agents and
Registrars; shall mature in such years and amounts; and the proceeds shall be used in such
manner; all as determined by Supplemental Resolution of the Issuer, and, in the case of the
Series 1996 Bonds, by Section 2.02 hereof. The Issuer may issue Bonds which may be
serored by a Credit facility or by an insurance policy of an Insurer all as shall be determined
by Supplemental Resolution of the Issuer.
SECTION 2.02. AUIHORlZA TION AND DESCRIPTION OF SERIES 1996
BONDS. A Series of Bonds entitled to the benefit, protection and security of this Resolution
is hereby authorized in the aggregate principal amount of $2,145,000 for the principal
purpose of refunding the Refunded Bonds and financing the Series 1996 Project. Such Series
of Bonds shall be designated as. and shall be distinguished from the Bonds of all other Series
by the title, "Collier County, Florida Guaranteed Entitlement Revenue Refunding Bonds,
11
!OO( OeD PAj~ 84
,.......".~"-----_.._--'._._--,~~.,~-'~._,-,_._.,,"".........
"
.
',,1
;. !
~..
~,
7
,
.
FEB 2 7 1996
Series 1996"; provided the Issuer may change such designation in the event that the total
amount of the Series 1996 Bonds authorized herein is not issued in a simultaneous
transaction or the Series 1996 Bonds are not issued in calendar year 1996.
The Series 1996 Bonds shall be dated the date of their delivery fl\ ~ ,purchaser or
purchasers thereof: or such other date as may be set forth by Supplemental Resolution of the
Issuc:r; shall be issued as one fully registered Bond in the denomination of $2, 145,000 shall
be numbered one ~ded by the letter "R"; shall have such terms and shall bear intl:rest at
a rate or rates not exceeding the maximum rate permitted by law, shall be payable in such
mlmTl('1' and on such dates; shall mature in such installments and amounts and in such years
in accordazice with the provisions of the Act; shall be payable in such place or places; shall
have such Paying Agents and Registrars; and shall contain such redemption provisions; all
as the Issuer shall provide hereafter by Supplemental Resolution.
The principal on the Series 1996 Bonds will be paid by check or draft 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) next preceding the applicable principal
payment date. or, unless otherwise pro\dded by Supplemental Resolution and at the request
and expense of such Holder, by bank wire transfer for the account of such Holder. Interest
payable on the Series 1996 Bonds on any Interest Date will be paid by check or draft 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 11 business day) next preceding such Interest
Date, or, unless otherwise provided by Supplemental Resolution and 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 Series 1996 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 2.03. APPLICATION OF SERIES 1996 BOND PROCEEDS.
Except as otherwise provided by Supplemental Resolution of the Issuer, the proceeds derived
from the sale of the Series 1996 Bonds, including accrued interest and premium, if any, shall,
simultaneously with the delivery of the Series 1996 Bonds to the purchaser or purchasers
thereof: be applied by the Issuer as follows:
(A) Accrued interest and any capitalized interest shall be deposited in the Interest
Account and shall be used only for the pUlpOse of paying the interest which shall thereafter
become due on the Series 1996 Bonds.
(B) A sufficient amount of Series 1996 Bond proceeds, together with other legally
available moneys of the Issuer, shall be deposited irrevocably in trust in the escrow deposit
trust fund (the "Escrow fund") established under the terms and provisions of an Escrow
12
!oa~ O(]O r4~t 85
^-----~--~.,-----,-~._-~---_.~---""...".._."~..~",.,,,.._.~,,~....~-"'-~~.~..~,..._.~--
, ... t.J " I I.)V\J
Deposit Agreement to be executed at or prior to the delivery of the Series 1996 Bonds, and,
other than a cash deposit, shall be invested in United States Treasnzy obligations in the
manner set forth in such Escrow Deposit Agreement, which investments shaD mature at such
times and in such amounts which, together with such cash deposit, shall be sufficient to pay
the principal at: Redemption Price, if applicable, and interest on the Refunded Baads as the
same mature and become due and payable or are redeemed prior to maturity.
(C) A sufficient amoWlt of the Series 1996 Bond proceeds shall be applied to the
payment of costs and expenses relating to the issuance of the Series 1996 Bonds. Such
amount or any portion thereof may, at the option of the Issuer, be deposited in and disbursed
from the Series 1996 Project Account of the Construction Fund.
(D) The balance of the Series 1996 Bond proceeds, if any, shall be deposited in the
Series 1996 Project Account of the Construction Fund and shall be applied to the payment
of the Costs of the Series 1996 Project.
SECTION 2.04. 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
official seal of the Issuer shall be imprinted thereon, attest.ed and countersigned with the
manual or facsimile signature of the Clerk. In case anyone 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 heen
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 ",no 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 Dlay not have held such office or
may not have been so authorized. The Issuer may adopt and use for such purposes the
facsimiIe 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 2.05. AUTHENTICATION. No Bond ofany Series shall be secured
hercunder or entitle9 to the benefit hereof or shall be valid or obligatory for any purpose
nnl~s 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 bc conclusive evidence that such Bond has been duly
authenticated and delivered under this Resolution. The form of such certificate shall be
substantially in the form provided in Section 2.09 hereof.
13
OGO PA'.~
86
!OOK
FEB 2 7 1996
SECTION 2.06. TEMPORARY BONDS. Until the definitive Bonds of any
Series are prepared, the Issuer may execute, in the same manner as is provided in Section
2.04 hereof; and deliver, upon authentication by the Registrar pursuant to Section 2.05
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
subsequent resolution. and with such omissions, insertions and variations as may be
lq11JI01Jliate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute
dmnitive Bonds, which sha1l be authenticated by the Registrar. Upon the surrender of such
temporary Bonds for exchange, the Registrar, without charge to the Holder thereof; sba11
deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and
Series and maturity as the temponuy Bonds surrendered. Until so exchanged, the temporary
Bonds shall in all respects be entitled to the same benefits and security as defmitive BoDds
issued pumtant 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 2.07. BONDS MlJTILA TED, DESrROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer mar, in
its discretion. issue and deliver, and the Registrar shall authenticate, a new Bond of like tellOr
as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for slJ:;h
mutiIated Bond upon surrender and cancellation of such mutilated Bond or in lieu of &1d
substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer
and the Registrar proof of his ownership thereof and satisfactory indemnity and complying
with such other reasonable regulations and conditions as the Issuer or the Registrar may
pre5Cn"be 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 be about to mature, instead of issuing a substitute Bond, the Issuer may
pay the same or cause the Bond to be paid, upon being indemnified as afore~aid, and if such
Bonds be lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.07 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 Funds to the
same extent as all other Bonds issued hereunder.
SECTION 2.08. INTERCHANGEABILITY, NEGOTIABILITY AND
TRANSFER. Bonds, upon surrender thereof at the office of the Registrar with a written
14
000 w'c
87
!OD(
FEB 2 7 1996
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 thereot: be
exchanged for an equal aggregate principal amount of registered Bonds of the same Series
and matwlty of any other authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualitics 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 and transfer contained
in this Resolution and in thc 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
and 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 perron or by his attorney duly authorized in writing upon surrender thereof
together with a written instrument of transfer satisfactory to the Registrar duly execKted and
guaranteed by the Holder or his duly authorized attorney. Upon the registration or 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, Series and maturity
as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiducilU}' 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 accoUllt 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.
The Registrar, in any case where it is not also the Paying Agent in respect to any
Series of Bonds, forthwith CA) following the fifteenth day prior to an interest payment date
for such Series; (B) following the fifteenth day next preceding the date of first mailing of
notice of redemption of any Bonds of such Series; and (C) at any other time as rcasonably
requested by the Paying Agent of such Series, certify and furnish to such Paying Agent the
names. addresses and holdings of Bondholders and any other relevant information reflected
in the registration books. Any Paying Agent of any fully registered Bond shall effect
payment of interest on such Bonds by mailing a check 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.
!OO( OC05Fl';[ 88
FEB 2 7 1996
In all cases in which the privilege of exchanging Bonds or the transfer of Bonds shall
be registered, the Issuer shall execute and the Registrar shall authenticate and ddivu such
Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the
Chairman and Clerk for purposes of exchanging, replacing or registering the tr'lIISfer CJf
Bonds may occur at the time of the original delivery of the Series of which such Bonds ~
a part All Bonds surrendered in any such exchanges or registration of transfcr shall be held
by the Registrar in safekeeping until directed by the Issuer to be cancelled by the Registrar.
For every such exchange or registratiO!l 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 maIce any such exchange or transfer of Bonds of any
Series during the fifteen (15) days next prCC':ding an Interest Date on the Bonds of such
Series (other than Capital Appreciation Bonds and variable Rate Bonds), or, in the case of
any proposed redemption of Bonds of such Series, then, for the Bonds subject to redemption,
during the fifteen (15) days next preceding the date of the first mailing of notice of such
redemption and continuing until such redemption date.
The Issuer may elect to issue any Bonds as uncertificated registered public obligations
(not represented by instruments), commonly known as book-entry obligations, provided it
shall establish a system of registration therefor by Supplemental Resolution.
SECTION 2.09. FORM OF BONDS. The text of the Bonds, except for Capital
Appreciation Bonds. the form ofwhich shall be provided by Supplemental Resolution of the
Issuer, shall be in substantially the following fonn with such omissions, insertions ~lld
variations 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):
16
&OO( (J(]()PA~E ts~
{"
:J,
,
.~"r .
.4
.
tjr
~ ~;
"..,..
. "
.
'~:
"
i
'(
~ -;
FEe 2 7 me ".
....,: ~
No.R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
COLLIER COUNTY, FLORIDA
GUARANTEED ENTITLEMENT REVENUE BOND,
SERIES
Interest
Rate
Maturity
Date
Date of
Ori~nal Issue
CUSIP
%
,-
,-
Registered Holder:
Principal Amount
~c
KNOW ALL MEN BY THESE PRESENTS, Collier County, Florida, a political .
subdivision of the State of Florida (the "Issuer"), for value received, hereby promises to pay, ",:
solely from the Pledged funds hereinafter descn'bed, to the Registered Holder identi1ied.
above. or registered assigns as hereinafter provided, on the Maturity Date identi1ied above,
thc Principal Amount identified above and to pay interest on such Principal Amount from ",
the Date of Original Issue identified above or from thc most recent interest payment datc to
which interest has been paid at thc Interest Rate 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
mstnrity may be or become ~pplicable hereto. i
Such principal Amount and interest and the premium. if any, on this Bond arc payable "
in any coin or CWTeney of the United States of America which, on the respective dates 'of :-
payment thereo( shall be'legal tender for the payment of public and private debtS.:;' Such ,:
<, '. ':c!~ " ,. j,.f< ~.::."
17
!OOK 000 PlG~ 90
f "
, , '''r 7~'
I
I'
FEB 2 7 1996
.
I
I
I
1
i
I
,
\
.
,
,
i
Principal Amount and the premium. if any, on this Bond, arc payable, upon prcsentation and
~LUleuder hereof: at the designated corporate trust office of . .
, as Paying Agent Payment of each installment of intetcst shall be made to the
person in whose name this Bond shall be registered on the registration books of the 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) next preceding cach interest
payment date and shall be paid by a checlc or draft of such Paying Agent mailed to such
Registered Holder at the address appearing on such registration books or at the request and
expense of such Registered Holder, by bank wire transfer for thc account of such Holder.
This Bond is one of an authorized issue of Bonds in the aggregate principal amount
of $ (the "Bonds") of lilce date, tenor 81ld effect, C'lCcept as to maturity date, interest
rate, denomination and number, issued to finance , in and for the Ismer, under
the authority of and in full compliance with the Constitution and laws of the State of Florida.
particularly Chapter 21S, Part II, Florida Statutes, Chapter 125, Florida Statutes, Ordinance
No. 77-17 enacted by the Issuer on April 5, 1977 (conectively, the "Act"), and a bond
resolution duly adopted by the Board of County Commissioners of the Issuer on
february 27, 1996, as amended and supplemented (the "Resolution"), and is subject to all '
the terms and conditions of the Resolution.
-I
~l
f
I
~.
This Bond and the interest hereon are payable solely from and secured by a lien upon
and a pledge of (1) the Guaranteed Entitlement Revenues (as defmed in the Resolution) and
(2) until applied in accordance with the provisions of the Resolution. all moneys, includi'lg
investments thereof: in certain of the fimds and accounts established by the Resolution. all
in the manner and to the extent descneed in the Resolution (collectively, the "Pledged
funds").
IT IS EXPRESSLY AGREED BY TIlE REGISTERED HOLDER OF THIS BOND
TIIAT THE FULL FAITH AND CREDIT OF THE ISSUER, THE STATE OF FLORIDA,
OR ANY POLmCAL SUBDMSION OR AGENCY TIlEREOF, ARE NOT PLEDGED
TO THE PAYMENT OF TIlE PRINCIPAL OF, PREMIUM. IF ANY, AND INTEREST ON
THIS BOND AND TIIAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO
REQUIRE OR COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER,
TIIE STATE OF FLORIDA, OR ANY POLmCAL SUBDMSION OR AGENCY
TIlEREOF, TO THE PAYMENT OF SUCH PRINCIPAL. PREMIUM, IF ANY, AND
INTEREST. TIllS BOND AND TIIE OBLIGATION EVIDENCED HEREBY SHALL
NOT CONSTITIJTE A LIEN UPON ANY PROPERTY OF TIIE ISSUER, BUT SHALL
CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE SOLELY FROM, THE
PLEDGED FUNDS. TIIE ISSUER MAY ISSUE ADDmONAL OBLIGATIONS ON
PARITY WITH TIlE BONDS IN ACCORDANCE WITH THE TERMS OF THE
RESOLUTION.
."
,
18
~OOK 000 PA~~ 91
4',.
~
}'
~'
)"
FEB 2 71996
',.:
;
;i
, ~
!
I
I
i
i
!
!
I
\'
,
I
I
Neither the members of the Board of County Commissioners of the Issuer 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
C"Vsed the same to be executed by the manual or facsinule signature of the Chairman of its
Board of County Commissioners and by the manual or facsimile signature of the Clerk of the
Board of County Commissioners and its official seal or a facsimile thereof to be affixC1l or
reproduced hereon, all as of the _ day of , 19__
COLLIER COUNTY, FLORIDA
!
j
!
(SEAL)
;
I
Chairman
Board of County Commissioners
':'
.:
:,
.;
';1
)!
Clerk
Board of County Commissioners
19
BOOK 000 PJ~r 92
...:,
CERTmCATE OF AU JJ::1LNTlCATION
FEB 2 7 918
This Bond is one of the Bonds of the Issue described in the within--tionecl
Resolution. .
DATE OF AUTHENTICATION:
Registrar
By:
Authorized Signatory
'I'
BOOK 000 PAr.t 93
20
. ~.,- ,
"
, "
0,1
(provisions on Reverse Side of Bond)
FEB 2 7 1996
The transfer of this Bond is registrable in accordance with the terms of the ResoN1Mm
only 1IpOIl the books of the Issuer kept for that purpose at the designated corporate tns1t
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
priDcipal amount shall be issued to the transferee in exchange 1herefor, and upon the payment
of the charges. if any, therein presexibed. for CVCI)' 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 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 contruy.
The Issuer and the Registrar shall not be obligated to make any exchange or transfer of the .
Bonds during the fifteen (IS) days next preceding an interest payment date or, in the CASe of
any proposed redemption of the Bonds, then, for the Bonds subject to redemption. during the
fifteen (IS) days next preceding the date of the first mailing of notice of such redemption and
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, postage prepaid, sent at least thirty
(30) days prior to the redemption date to the Registered Holder hereof at the address shown
on the registration books maintained by the Registrar; provided, however, that failure to mail
ootice to the Registered Holder hereof: or any defect therein, shall not affect the validity of
the proceedings for redemption of other Bondi as to which DO such failW'C or defect has
\M,.W' ed. In the event that less than the full principal amount hereof shall have been called
for redemption. the Registered Holder hereof shall swrender this Bond in exchange for one
or more Bonds in an aggre~te 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
rnnnifications and amendments theru>f and to the Act is made for a description of the pledge
;-..-. ....'....,;.-,',
',,"" "...t#i""~,"'-.:..n ~~~..
.. .' :'1",ft;~'~
FEB 2 1 _~~i:
and covcnaD1S securing this Bond, the Dature, manner and extent of enforcement of such
pledge and covenants. and the rights, duties. iwwuuities and obligations of the Issuer.
It is hereby certified and recited that all acts. conditions and things required to exist.
to happ.:n and to be performed precedent to and in the issuance of this Bond, exist, have
happened and have been performed, in regular and due form and time as required by the laws
and Constitution ofthc State of Florida applicable thereto, and that the issuance of the Bonds
does not violate any constitutional or statutory limitations or provisions.
:'..
IDOK fJ(J()PA~~ !1~
22
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells. assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
, . l\S attorneys to register the transfer of the said
Bond on the books lcept for registration thereof with full power of substitution in the
premises.
Dated:
Signature guaranteed:
~ ;
NOTICE: Signature must be guaranteed
by an institution which is a participant in
the Securities Transfer Agent Medallion
Program (STAMP) or similar program.
!OO~
NOTICE: The signature to, this '"
assignment must correspond with the ,namc,':~[
of the Registered Holder as it appean,'1
upon the face of the within Bond in every ~~. '
particular, without alteration or",.
enlargement or any Change,Whatmr,and~,~~'
the Social Security or other'i~~.'
. number of such assignee must be IllppUed.',"'?,
",;;;~..'t.~'l,I'.l!"j
000 96 ""':i,<, ,.,:...,,;'1.:'\
PArr'" ,f<- "
,~ '," ',,~.,:,~-' 'I:j
. ~~:~ :111'1
~....)~,,,
23
, .'.
FEB 2 7 f398
The following abbreviationJ, when used in the inscription on the face of the within
Bood, shaD. be construed as though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenllnh in common
TEN ENT - as tenants by the entireties
IT TEN - as joint tenants with right of
survivorship and not as tenants
in comm.m
tJNIF TRANS MIN ACT -
(Curt)
Custodian for
under Uniform Transfers to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
UlMC 000 PAf.~ 97
24
u"
. .:~
'i
,
,
FEB 2 7 1996
ARTICLE ill
REDEMPTION OF BONDS
SECTION 3.01. PRIVILEGE OF REDEMPTION. The tenns of this Article
ill shall apply to redemption of Bonds other than Capital Appreciation Bonds. The terms
and provisions relating to redemption of Capital Appreciation Bonds shall be provided by
Supplemental Resolution.
SECTION 3.02. SELECTION OF BONDS TO BE REDEEMED. The Bonds
shaII be redeemed only in the principal amount ofS5,OOO each and integral multiples thereof.
The Issuer shall. at least forty-five (45) days prior to the redemption date (unless a shorter
time period shall be satisfactory to thr. Registrar but in no event less than thirty-five (35)
days) notify the Registrar of such redemption date and of the principal amount 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 to be redeemed shall be selected
not less than thirty-five (35) days prior to the redemption date by the Registrar from the
Outstanding Bonds of the maturity or maturities designated by the Issuer or, if not so
designated, by such oCher 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 ofS5,OOO and integral multiples thereof.
IfIess than an of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) 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 3.03. NOTICE OF REDEMPTION. 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 Agents of such Bonds and (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
~ at their addresses as they appear on the registration books kept by the Registrar u
oftbe date of mailing of such notice. Failure to mail notice to the Holders of the Bonds to
buedeemed, or any defect therein, shall not affect the proceedings for redemption of Bonds
... tt\ which no such failure or defect has occurred.
!OOK 000 Pl~~ 98
25
FEB 2 7 1996
Each notice of redemption shall state: (1) the CUSIP numbers of all Bonds being
redetmed, (2) the original issue date of such Bonds, (3) the maturity date and rate of interest
borne by each Bond being redernled. (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
~ffl, the certificate number (and, in the case of a partial redemption of any Bond, the
principal amount) of each Bond to be redeemed, (S) that on such redemption date there shall
~ due and payable upon each Bond 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 redemled 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, and
(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.
Within 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 trons
of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if
notice thereof is given as presaibed above:
I
t
I .
f~
I
I
I
J
r
t
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, lllinois and Philadelphia Depository
Trust Company, Philadelphia, Pennsylvania) and to four or more national information
services which disseminate notices of prepayment or redemption of obligations such
as the Bonds (such information services now being financial Information, Inc.'s
"Daily Called Bond Service," Jersey City, New Jersey; Kenny Information Services
"Called Bond Service: New York, New York; Moody's "Municipal and
Government,. New York, New York; and Standard & Poor's .Called Bond Record, ·
New York, New York).
SECTION 3.04. REDEMPTION OF PORTIONS OF BONDS. Any Bond
whitbis t.olxle<kemed only in part shall be surrendered at any place of payment specified
in Ibc notice of mXmption (with due endorsement by, or written instrwnent of transfer in
. ~6
!OOK OOU Plr,~ 99
FEB 2 7 1996
form utisfllctOry 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 my 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 3.05. 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 date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Issuer shall default in the payment
of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon
smrender of such Bonds for ~emption in accordance with said notice. such Bonds shall be
paid by the Registrar and/or paying Agent at the app,upriate Redemption Price, plus accrued
interest. Each check or other transfer of filIlds 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.
aOOK aDO P4Gt 100
27
FEB 2 7 199
ARTICLE IV
SECURITY, SPECIAL FUNDS AND
APPLICATION THEREOF
SECTION 4.01. BONDS NOT TO BE INDEBTEDNESS OF ISSUER. The
Bonds shalI 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 solely from and secured by a lien upon and pledge of the
Pledged Funds in accordance with and to the extent set forth in this Resolution. No Holder
of any Bond or any Credit Bank or Insurer 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 mOllC)'5 of the Issuer except from the Pledg,ed Funds in the manner provided herein.
SECTION 4.02. SECURITY FOR BONDS. Except as otherwise provided
herein. 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 Funds; provided, however, a Series of Bonds may be further secured by a Credit
Facility or insurance policy of an Insurer in addition to the security provided herein; and
provided further that a Series of Bonds may be secured independently of any other Series of
Bonds by the establishment of a Reserve Account for such Series of Bonds. The Issuer does
hereby irrevocably pledge the Pledged funds to the payment of the principal of or
F ~on Price, if applicable, and interest on the Bonds in accordance with the provisions
hereof. The Pledged funds shall immediately be subject to the lien of this pledge withont
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. CONSTRUCTION FUND. The Issuer covenants and agrees
to establish a special fund in a bank, trust company or other entity in the State of Florida,
which is eligible under the laws of such State to receive funds of the Issuer, to be known as
the .Collier County Guaranteed Entitlement Revenue Bonds Construction Fund, " which shall
be used only for payment of the Cost of the Projects. MOIlC)'5 in the Construction Fund, until
applied in payment of any item of the Cost of a Project in the manner hereinafter provided,
shall be held in trust by the Issuer and shall 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 shall establish within the Construction Fund a separate account for each
Project. the Cost of which is to be paid in whole or in part out of the Construction Fund.
2S
aOOK ODD Pl~~ 101
!.
L
I"
(~
I,'"
:'.
;
,
I
I
I
I
I
,
I
t
I
1
i
I
I
!
FEB 2 7 1996
There is hereby established a separate account in the Construction Fund to be known as the
~Series 1996 Project Account.~
The Issuer covenants that the acquisition. construction and installation of each Project
will be completed without delay and in accordance, with sound engineering practices. The
Issuer shall make disbursements or payments from the Constrylction Fund to pay the Cost of
. Project upon the filing with the Clerk of documents and/or certificates signed by an
Authorized Issuer Officer, stating with respect to each disbursement or payment to be made:
<A) the item number of the payment, (B) the name and address of the Person to whom
payment is due, (C) the amount to be paid, (D) the Construction Fund account from which
payment is to be made, (E) the purpose, by general classification. for which payment is to
be made, and (F) that (1) each obligation. item of cost or expense mentioned therein has been
properly incurred, is in payment of a part of the Cost of a Project and is a proper charge
.vm~ the account of the Construction fund from which payment is to be made and has not
been the basis of any previous disbursement or payment, or (2) each obligation. item of cost
or expense mentioned therein has been paid by the Issuer, is a reimbursement of a part of the
Cost of a Project, is a proper charge lIgilin~ the account of the Construction fund from which
payment is to be made, has not been theretofore reimbursed to the Issuer or otherwise been
the basis of any previous disbursement or payment and the Issuer is entitled to
reimbursement thereof. The Clerk shall retain all such certificates of the Authorized Issuer
Officers for six (6) years from the dates of such documents and/or certificates. The Clerk
shall make available the documents and/or certificates at all reasonable times for inspection
by any Holder of any of the Bonds or the agent or representative of any Holder of any of the
Bonds.
Notwithstanding any of the other provisions of this Section 4.03, to the extent that
other moneys are not available therefor, amounts in an account of the Construction Fund
with respect to any Series of Bonds shall be applied to the payment of principal and interest
on such Bonds when due.
The date of completion of acquisition and construction of a Project shall be
determined by the Authorized Issuer Officer who shall certify such fact in writing to the
Board of County Commissioners of the Issuer. Promptly after the date of the completion of
. Project, and after paying or mlllcing provisions for the payment of all unpaid items of the
Cost of such Project, the Issuer shall deposit in the following order of priority any b1l1lt1tcc
of moneys retnllining in the Construction Fund in <A) another account of the Construction
iund for which the Authorized Issuer Officer has stated that there are insufficient moneys
1"~ 110 pay the Cost of the related Project, and (B) such other fund or account established
hereunder as shall be determined by the Board of County Commissioners of the usuer,
provided the Issuer has received an opinion of Bond Counsel to the effect that such transfer
, A9
!OOK ()(JlJPlG~Jl(J~
FEB 2 7 !l
sbaIl not adversely affect the exclusion, if any, of interest on the Bonds from gross income
for pmposes of federal income taxation.
SECTION 4.04. FUNDS AND ACCOUNTS. The Issuer covenants and agrees
to establish with one 0{ more banks, trust companies or other entities in the State of Florida.
which is eligible under the laws of such State to receive funds of the Issuer, special funds to
be known as the "Collier County Guaranteed Entitlement Revenue Fund", the "Collier
Coamy Guaranteed Entitlement Revenue Bonds Debt Service Fund" and the "Collier County
Guaranteed Entitlement Revenue Bonds Rebate Fund." The Issuer shall maintain in the
Guaranteed Entitlement Revenue Fund two accounts: the "Restricted Revenue Account" and
the "Unrestricted Revenue Account." The Issuer shall maintain in the Debt Service Fund
1hrce accounts: the "Interest Accom:rt." the "Principal Account. " and the "Bond Amortization
Account." Moneys in the aforementioned funds and accounts, other than the Rebate Fund
and the Unrestricted Revenue Account, until applied in accordance with the provisions
hereof; shall be subject to a lien and charge in favor of the Holders of the Bonds and for the
further security of such Holders.
Upon the issuance of any Series of Bonds hereunder, the Issuer may establish a
Reserve Account, or subaccount therein. within the Debt Service fund to secure such Series
of Bonds pursuant to Supplemental Resolution. The Issuer may amend this Resolution in
such respects as are necessary and desirable to effectuate the establishment of such Reserve
Account or subaccount, including. but not limited to, amending the flow offunds set forth
in Section 4.05 hereof and establishing a reserve requirement. Such Reserve AccoWlt or
subaccount shall only secure the Series of Bonds for which it was established and may be
funded with cash. Authorized Investments or a reserve account insurance policy, surety bond
oc letter of credit, all as provided by Supplemental Resolution. Notwithstanding any other
provision of this Resolution to the contrary, the creation of such Reserve AccoWlt or
subaccount and any amendments to this Resolution related thereto shall not require the
consent of the Bondholders or any Insurer.
The Issuer may at any time and from time to time appoint one or more depositaries
to hold, for the benefit of the Bondholders, any one or more of the funds, accounts and
subaccounts established hereby. Such depository or depositaries shall perform at the
direction of the lm1er the duties of the JJsuer in depositing. transferring and dUbursing
moneys to and from each of such funds and accounts as herein set forth. and all records of
such depositary in perfonning such duties shall be open at all reasonable times to inspection
by the Issuer and its agent and employees. Any such depositary shall be a bank or trust
COoI'pany duly authorized to exercise corporate trust powers and subject to examination by
federal or state authority, of good standing. and having a combined capital, surplus and
lIDdivided profits aggregating not less than fifty million dollars ($50,000,000).
&OO(
o(}6~~.,t 103
t-l::.8 21~
SECTION 4.05. DISPOSmON OF GUARANTEED E~JJJLEMENT
REVENUES. (A) The Issuer shall promptly deposit upon receipt from the State Ihe
Guaranteed Entitlement Revenues into the Restricted Revenue Account The 1Jloneys in the
Restricted Revenue Account shall be deposited or credited on or before the third day prior
to fue end of each month, commencing in the month imm~diately following delivery of any
of the Bonds to the purchasers there04 or such later date as hereinafter provided, in the
following manner and in the following order of priority.
(1) Jnterest Account_ There shall be deposited or credited to the Interest Account
an amount which, together with the balance in said Account, shall equal the interest on all
Bonds Outstanding (except as to Capital Appreciation Bonds) accrued and unpaid and to
ICallC to the end of the current calendar month (assuming that a year consists of twelve (12)
months of thirty (30) days each). Moneys in the Interest Account shall be used to pay
interest on the Bonds as and when the same become due, whether by redemption or
otherwise, and for no other purpose. The Issuer shall adjust the amount of the deposit into
fue Interest Account not later than the month immediately preceding any Interest Date so as
to provide sufficient moneys in the Interest Account to pay the interest on the Bonds coming
due on such Interest Date. No further deposit need be made to the Interest Account when
the moneys therein arc equal to the interest coming due on the Outstanding Bonds on the
next succeeding Interest Date.
(2) Principal Account. Commencing in the month which is one (I) year prior to
the first principal payment date (or the month following the issuance of Bonds), there shall
be deposited or credited to the Principal Account an amount which, together with the balance
in said Account, shall equal the principal on Serial Bonds Outstanding due and unpaid and
that portion of the prin::ipal next due which would have accrued on said Bonds during the
then current calendar month if such principal amounts were deemed to accrue daily
(assuming that a year consists of twelve (12) months of thirty (30) days each), in equal
amounts from the next p-eceding principal due date, or if there is no such preceding principal
due date, from a date one year preceding the due date o( such principal amount. Moneys in
fue Principal Account shall be used to pay the principal of the Bonds as and when the same
shaD mature, and for no other purpose. Serial Capital Appreciation Bonds shall be payable
from the Principal Account in the Bond Year in which such Bonds mature and monthly
depc.~~ or credits into the Principal Account shall commence in the month which is one year
prior to the date on which such Bonds mature. The Issuer shall adjust the amount of deposit
to the Principal Account not later than the month immediately preceding any principal
payment date so as to provide sufficient moneys in the Principal Account to pay the principal
cmBOllds becoming due on such principal payment date. No further deposit need be made
m fie PMcipal Account when the moneys therein are equal to the principal coming due on
the Outstanding Bonds on the next succeeding principal payment date.
!oO(
OCd~lG[ 1C4
,
t
I
:f
,
j
I
FER? 7 f9!
(3) Bond Amortization Account. Commencing in the month which is one year
prior to any Amortization Installment due date (or the month following the issuance of
Bonds), there shall be deposited or credited to the Bond Amortization Account an amount
which, together with the balance in said Account, shall equal the Amortization Installments
of all Bonds Outstanding due and unpaid and that portion of the Amortization Installment
next due which would have accrued on said Bonds during the then current calendar month
if such Amortization Installment were dmned to accrue daily (assuming that a year consim
of twelve (12) months of thirty (30) days each), in equal amounts from the next preceding
Amortization Installment due date, or if there is DO such proceeding principal due date. from
. date one year preceding the due date of such Amortization Installment. Moneys in the
Bood Amortization Account shall be used to purchase or redeem Term Bonds in the manner
berein provided, and for no other purpose. The Issuer shall adjust the amount of the deposit
into the Bond Amortization Account not later than the month immediately preceding any date
for payment of an Amortization Installment so as to provide sufficient moneys in the Bond
Amortization Account to pay the Amortization Installments on the Bonds coming due on
such date. No further deposit need be made to the Bond Amortization Account when the
moneys therein are equal to the Amortization Installments coming due on the Outsta:1ding
Bonds on the next succeeding Amortization Installment due date. Payments to the Bond
Amortization Account shall be on a parity with payments to the Principal Account.
Amounts accumulated in the Bond Amortization 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 sixtieth (60th) day preceding the
due date of such Amortization Installment, (a) to the purchase of Term Bonds of the Series
and maturity for which such Amortization Installment was established at a price not
exceeding par plus accrued interest, or (b) to the redemption at the applicable Redemption
Prices of such Term Bonds, if then redeemable by their terms at a price not exceeding par
plus accrued interest The applicable 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 Bond Amortization Account until such Amortization Installment date, for the
purposes of calculating the amount of such Account As soon as practicable after the sixtieth
(60th) day preceding the due date of any such Amortization Installment, the Issuer shall
proceed to call for redemption on such due date, by causing notice to be given as provided
in Section 3.03 hereof; Term Bonds of the Series and maturity for which such Amortization
In.stlInmem was established (except in the case of Term Bonds maturing on an Amortization
Tnmollment date) in such amount as shall be necessary to complete the retirement of the
mKltfimed balance of such Amortization Installment. The Issuer shall pay out of the Bond
Amortization Account and the Interest Account to the apt:l1o}l!iate Paying Agents, 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
!OOK fJO&Pl,;,lC5
.
FEB 2 7 ml
shall be applied by such Paying Agents to such redemption (or payment). All expenses in
coonection with the purchase or redemption ofTerm Bonds shall be paid by the Issuer from
the Restricted Revenue Fund.
(4) UIU c:smcted Revenue Accmmt The balance of any moneys after the deposits
required by Sections 4.05(AX1) through 4.05(AX3) hereof may be transferred, at the
discretion of the Issuer, to the Unrestricted Revenue Account'or any other appropriate fund
or account of the Issuer and may be used for any lawful puzpose; provided, however, the
asuer agrees that commencing in the second month preceding each Interest Date it shall
mllintllin a balance in the Unrestricted Revenue Account which, together with moneys on
deposit in the Interest Actatmt. Principal Account and Bond Amortization Account, shall be
safficiem to pay the principal of and interest coming liue on the Bonds on such Interest Date.
In the event moneys on deposit in the Interest Account, the Principal Account and the Bond
Amortization Account on the third day prior to an Interest Date are not sufficient to pay the
principal of and interest on the Bonds coming due at such Interest Date, the Issuer shall
transfer moneys from the Unrestricted Revenue Account to the appropriate Account of the
Debt Service fund to provide for such payment Any moneys remaining in the Unrestricted
Revenue Account on each Interest Date may be used for any lawful purpose.
(B) The Issuer agrees that moneys in the Interest Account, the Principal Account
and the Bond Amortization Account shall be used to pay the principal of or Redemption
Price, if applicable, and interest on the Bonds only to the extent that such moneys are
permitted to be used for such purpose by the Act The Issuer shall employ such accounting
procedures as shall be necessary to insure compliance with the Act.
(C) The Issuer, in its discretion, may use moneys in the Principal Account and the
Interest Account to purchase or redeem Bonds coming due on the next principal payment
date, provided such purchase or redemption does not adversely affect the Issuer's ability to
pay the principal or interest coming due on such principal payment date on the Bonds not so
purchased or redeemed.
(0) At least two (2) OOsiness days prior to 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, or interest and deposit such moneys with
the Paying Agent for the Bonds to be paid.
(E) In the event the Issuer shall issue a Series of Bonds secured by a Credit
Facility. d1e Issuer may establish such separate subaccounts in the Interest Account, the.
Principal Account and the Bond Amortization Account to provide for payment of the
principal of and interest on such Series; provided one Series of Bonds shall not have
33
aOOK 000 PAr,~ 1C6
.
FEB 2 7 1998
preferclCe in payment from Pledged Funds over any other Series of Bonds. The Issuer may
also deposit moneys in such subaccounts at such other times and in such other amounts from .
1hose provided in this Section 4.05 as shall be necessary to pay the principal of and interest
on such Bonds as the same shall become due. all as provided by the Supplemental Resolution
authorizing such Bonds.
In the case of Bonds secured by a Credit Facility, amounts on deposit in any
subaccounts established for such Bonds may be applied as provided in the applicable
Suppll'm('ntal Resolution to reimburse the Credit Bank for amounts drawn under such Credit
Facility to pay the principal of or Redemption Price, if applicable, and interest on such
Bonds or to pay the purchase price of any such Bonds which are tendered by the Holders
thereof for payment
SECIlON 4.06. REBATE FUND. Amounts on deposit in the Rebate Fund 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 transfemd to the Issuer) and the Bondholders shall
have no right to have the same applied for debt service on the Bonds. For any Series of ..
Bonds for which the rebate requirements of Section 14S(f) of the Code are applicable, the
Issuer agrees to undertake all actions required of it in its arbitrage certificate related to such
Series of Bonds, including, but not limited to:
<A) making a determination in accordance with the Code of the amount required
to be deposited in the Rebate Fund;
(B) depositing the amount determined in clause (A) above into the Rebate Fund;
(C) paying on the dates and in the manner required by the Code to the United
Slates Treaswy from the Rebate Fund 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
(D) keeping such records of the determinations made pursuant to this Section 4.06
as shall be required by the Code, as well as evidence of the fair market value of any
investments purchased with proceeds of the Bonds.
The provisions of the above-described arbitrage certificate may be amended without
the consent of any Holder, Credit Bank or Insurer from time to time as shall be necessary,
in the opinion of Bond Counsel. to comply with the proviJions of the Code.
SECTION 4.07. INVESTMENTS. Moneys on deposit in the funds and accounts ...
~~...~ shall be continuously secured in the manner by which the deposit of public funds
34
!O~K 000 PAG~ 107
FEB 2 7 81
,
,-
l~-
"
j:<
I
t
f
,
are authorized to be secured by the laws of the State. Moneys on deposit in the Construction
Fund, the Restricted Revenue Account and the Debt Service Fund may be invested and
reinvested in Authorized Investments maturing not later than the date on which the moneys
therein will be needed for the purposes of such fund or accoUnt All investments shall be
valocd at cost Notwithstanding any other provisions hereof: all amounts on deposit in the
Interest Account representing capitalized interest shall b~ held by a banking institution
(which sbaI1 hold such moneys in trust for the Bondholders), shall be pledged solely to the
payment of interest on the Bonds for which such interest was capitalized and shall be
invested only in Authorized Investments as described in paragraph (1) of such definition
maturing at such times and in such amounts as are n~sary to pay the interest to which they
are pledged.
Any and all income received by the Issuer from the investment of moneys in each
account of the Construction Fund, the Interest Account, the Principal Account, the Bond
Amortiution Account and the Restricted Revenue Account shall be retained in such
respective fund or Account
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 4.08. SEPARATE ACCOUNTS. The moneys required to be
accounted for in each of the foregoing funds, accounts and sub accounts established herein
may be deposited in a single. non- exclusive bank account, and funds allocated to the various
funds, accounts and subaccounts 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
pwposes of such funds, accounts and subaccounts as herein provided.
The designation and establishment of the various funds, accounts and subaccounts in
and by this Resolution shall not be construed to require the establishment of any completely
independent, self-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.
aoor (JritfPA~~JlC:~
FEB 2 7 1996
ARTICLE V
SUBORDINATED INDEBTEDNESS,
ADDmONAL BONDS, AND COVENANTS OF ISSUER
SECTION 5.01. SUBORDINATED INDEBTEDNESS. The Issuer will not
issue my other obligations, except under the conditions and in the manner provided herein.
payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien.
pledge, assignment. encumbrance or ~ charge having priority to or being on a parity with
the lien thereon in favor of the Bonds and the interest thereon. The Issuer may at any time
or from time to time issue evidences of indebtedness payable in whole or in part out of the
Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided,
however, that such pledge shall be. and shall be expressed to be, subordinated in all respects
to the pledge of the Pledged Funds created by this Resolution. The Issuer shall have the right
to covenant with the holders from time to time of any Subordinated Indebtedness to add to
the conditions, limitations and restrictions under which any Additional Bonds may be issued
pursuant to Section 5.02 hereof. The Issuer agrees to pay promptly any Subordinated
Indebtedness as the same shall become due.
SECTION 5.02. ISSUANCE OF ADDmONAL BONDS. No Additional
Bonds, payable on a parity with the Bonds then Outstanding pursuant to this Resolution,
shall be issued except upon the conditions and in the manner herein provided. The Issuer
may issue one or more Series of Additional Bonds for any one or more of the following
pmposes: financing the Cost of a Project, or the completion thereof: or refunding any or all
Outstanding Bonds or of any Subordinated Indebtedness of the Issuer.
No such Additional Bonds shall be issued unless the following conditions are
complied with:
(A) Except as otheIv.ise provided in Section 5.02(0) hereof: there shall have been
obtained and filed with the Issuer a statement of the Clerk: (I) stating that the books and
records of the Issuer relating to the Guaranteed Entitlement Revenues have been reviewed
by her, (2) setting forth the amount of the Guaranteed Entitlement Revenues which have
been received by the Issuer during any twelve (12) consecutive months designated by the
Issuer within the eighteen (IS) months immediately preceding the date of delivery of such
Additional Bonds with respect to which such statement is made; and (3) stating that the
IJDOWlt of the Guaranteed Entitlement Revenues received during the aforementioned
12-mnnth period equals at least 1. 10 times the Maximum.Annual Debt Service on all Bonds
1IIca ().oI.: --~",g and such Additional Bonds with respect to which such statement is made.
36
BOOK 000 PAr,~ le9
FEB 2 7 1996
(B) Additional Bonds shall be deemed to have been issued pursuant to this
Resolution the same as the Outstanding Bonds, and all of the other covenants and other
provisions of this Resolution (except as to details of such Additional Bonds inconsistent
tbercwi1h) shall be for the equal benefit, protection and security of the Holders of all Bonds
issued pmsoant to this Resolution. Except as otherwise provided in Sections 4.02 and 4.05
hereof: all Bonds, regardless of the time or times of their isSlWlce, shall rank equally with
respect to their lien on the Pledged Funds and their sources and security for payment
therefrom without preference of any Bonds over any other.
(C) In the event any Additional Bonds are issued for the purpose of refunding any
Bonds then Oubl>\nding and are not issued to finance any Project. the conditions of Section
5.02 hereof shall not apply, provided that the issuance of such Additional Bonds sha11 result
in a reduction of aggregate debt service. The conditions of Section 5.02(A) hereof shall
apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional
Bonds issued for refunding purposes which cannot meet the conditions of this paragraph.
SECTION 5.03. BOND ANTICIP A nON NOTES. The Issuer may issue notes
in anticipation of the issuance of Bonds which shall have such terms and details and bc
secured in such manner, not inconsistent with this Resolution. as shall be provided by
resolution of the Issuer.
SECTION 5.04. ACCESSION OF SUBORDINATED INDEBTEDNESS TO
PARITY STATUS WITH BONDS. The Issuer may provide for the accession of
Subordinated Indebtedness to the status of complete parity with the Bonds, if the Issuer sha11
meet all the requirements imposed upon the issuance of Additional Bonds by Section 5.02
hereof: assuming, for purposes of said requirements, that such Subordinated Indebtedness
5haIl be Additional Bonds. If the aforementioned conditions are satisfied, the Subordinated
Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as
the Outstanding Bonds, and such Subordinated Indebtedness shall bc considered Bonds for
all purposes provided in this Resolution.
SECIlON 5.05. BOOKS AND RECORDS. The Issuer will keep books and
records of the receipt. of the Guaranteed Entitlement Revenues in accordance with generally
~ accounting principles. and any Credit Banlc, Insurer, or 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 5.06. ANNUAL AUDIT. The Issuer shall, immediat~ly after the close
.~F1Scal Year, cause the financial statements of the Issuer to be properly audited by a
'. ~":y.cd independent certified public accountant or recognized independent firm of
37
800K 000 PAr,~ 110
, ,
FEB 2 7 916
certified public accountants, and shall require such accountants to complete their report on
the annual financial statements in aCC<lrdance with applicable law. The annual financial
statement shall be prepared in conformity with genetally accepted accounting principles
coo.sistent1y applied. A copy of the audited financial statements for each Fiscal Year shall
be furn;ched to each Credit Bank or Insurer. The usuer shall be permitted to make a
reasonable charge for furn;ch;ng such audited financial statements.
SECTION 5.07. RECEIPT OF GUARANTEED ENTITLEMENT
REVENUES. The Issuer COVCIWlU to do all things necessary as required by the Act or any
other law now or hereafter in force to maintain the receipt of the Guaranteed Entitlement
R.eveImes. To the extent pamitted by law, the Issuer agrees not to take any action or permit
I.IlY action to be taken. or omit or permit to be omitted the performance of any act, if the
result of such action or omission would te:m;nate or delay the legal right of the Issuer to
receive the Guaranteed Entitlement Revenue~.
SECI10N 5.08. COVENANTS WITH CREDIT BANKS AND INSURERS.
The Issuer may make stich covenants as it may, in its sole discretion, determine to be
appropriate with any Insurer, Credit Bank or other financial institution that shall agree to
insure or to provide for Bonds of any one or more Series credit or liquidity support that shall
enhance the security or the value of such Bonds. Such covenants may be set forth in the
applicable Supplemental Resolution and shall be binding on the Issuer, the Registrar, the
Paying Agent and all the Holders of Bonds the same as if such covenants were set forth in
full in this Resolution.
SECTION 5.09. FEDERAL INCOME TAX COVENANTS; TAXABLE
BONDS. (A) The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds), that it shall not use the proceeds of such Series of Bonds in any manner
which would cause the interest on such Series of Bonds to be or become includable in gross
income for purposes of federal income taxation.
(B) The Issuer covenants with the Holders of each Series of Bonds (other than
Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make
my use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under
the Code) in any manner which would cause such Series of Bonds to be "arbitrage bonds"
within the meaning of the Code and neither the Issuer nor I.IlY other Person shall do any act
or WI to do any act which would cause the interest on such Series of Bonds to become
includable in gross income for purposes offederal income taxation.
(C) The Issuer hereby covenants with the Holders of each Series of Bonds (other
than Taxable Bonds) that it will comply with all provisions of the Code necessary to
'~~r
38
nnOwr111
FEB 2 7 1996
m.,nhlm the exclusion of interest on the Bonds from gross income for purposes offedera.l
income taxation, including. in particular, the payment of any amount required to be rebated
to the U.S. Treasmy pursuant to the Code.
(0) The Issuer may, if it so elects, issue one or more Series ofTaxable Bonds the
interest on which is (or may be) includable in the gross income of the Holder thereof for
federal income taxation pUIpOseJ, so long as each Bond of such Series states in the body
thereof that interest payable thereon is (or may be) subject to federal income taxation and
pvvided that the issuance thereofwill not cause the interest on any other Bonds theretofore
issued bemmder to be or become subject to federal income taxation. The covenants set forth
in paragraphs (A), (B) and (C) above shall not apply to any Taxable Bonds.
aOOK
OO~Ar,~ 112
t.. .'
1
I
,
I
:
FEB 27 .
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: Amortization
InstaIIment, redemption premium or interest on any Bond when due.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by
~:wuer of. voluntary petition in bankruptcy, or the commission by the Issuer of any act
ofblclauptcy, or adjudication of the Issuer as a banlaupt. or assignment by the Issuer for the
bet!r (:1 of its creilitors, or appointment of a receiver for the Issuer, or the entry by the Issuer
iDto an agreement of composition with its creditors, or the App. o..aI by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorgllni7'.lltion
instituted under the provisions of the Federal Bankruptcy Act, a.s amended, or under any
mnil.... act in any jurisdiction which may now be in effect or hereafter enacted.
(C) 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 sucl1 default shall have been received from
~ Holders of not less than twenty-five percent (25%) of the aggregate principal amount of
Bonds Outstanding or the Insurer of such amount of Bonds or any Credit Bank.
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.
SECTION 6.02. REMEDIES. Any Holder of Bonds issued under the provisions
ofthiJ Resolution or any trustee or receiver acting for such Bondholders may ~ther at law
or in equity, by suit, action, m...,<flln'lUS or other proc<<tfi"V in any court of competent
jurisdiction. protect and enforce any and all rights under the Laws of the State of Florida, or
pnted and contained in thiJ Resolution. and may enforce and compel the performance o(
all duties required by thiJ Resolution or by any applicable statutes to be performed by the
Issuer or by any officer thereof; provided, however, that no Holder, trustee or receiver shall
have the right to declare the Bonds imm~djat~ty due and payable.
,
40
!OOK 000 PAr,~ 113
. .
.!'"
; ,
',~
:1
:'1
1
~l
11
FEB 2 7 199)
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five per cent (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 appointment, together with evidence of the requisite
sig1tJl(wC$ 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 SCIVe shall be filed 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
bemmder. 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 su~essors at any time.
SECTION 6.03. DIRECTIONS TO TRUSTEE AS TO REMEDIAL
PROCEEDINGS. The Holders of a majority in principal amount of the Bonds then
Outstanding (or any Insurer insuring any then Outstanding Bonds) have the right, by an
instrument or concurrent instruments in writing executed and delivered to the trustee, to
direct the method md place of conducting all remedial proceedings to be taken by the trustee
hereunder, provided that such direction shall not be otherwise than in accordance with law
or the provisions hceot: and that the trustee shaD have the right to decline to follow any such
direction which ill the opinion of the trustee 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 sh.ill be cumulative, and shall be in addition to
evay other remedy Jiven hereunder or now or hereafter existing at law or in equity or by
statute.
SECTION 6.05. WAIVER OF DEFAULT. No delay or omission of any
.R.v.AIvolder to exercise any right or power accruing upon any default shall impair any such
rigbt c.- 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 Section 6.05 to the Bondholders may be
exercised from time to time, and as often as may be deemed expedient No Event of Default
may be waived without the consent of each Insurer, which has honored all its obligations
UDder its bond insurance policy.
aOOK 000 PAjd14
,..,
Y""
-Ii',
FEB 2 7 -
(
SECIlON 6.06. APPLICATION OF MONEYS AFfER DEFAULT. Ifan
Evem of Default shall happen and shall not have been remedied, the Issuer or a trustee or
receiver appointed for the purpose shall apply all Pledged Funds (except as for amounts in
my Reserve Account which shall be applied to the payment of the Series of Bonds for which
itwu estabTi~hfC) 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; and
B. To the payment of the interest and principal or Redemption Price, if applicable,
then due on the Bonds (provided such payments arc IllJae in accordance with applicable
law). as follows:
(1) Unless the principal ofall the Bonds shall have become due and payable, all
such moneys shall be applied:
FIRST: 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;
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 ofwhich 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, arui 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; and
THIRD: to the payment of the Redemption price of any Bonds called for
optional redemption pmsuant to the provWons of this Resolution.
(2) If the principal of all the Bonds shall have become due and payable, all such
moueys shall be applied to the payment of the principal and interest then due and unpaid
apoa the &Dds. with interest thereon as aforesaid, without preference or priority of principal
!OOK
000 PA~t 115
"
~:I\ ~ "r~ 'Jtf',<~ ~ .,';"4;
<i . ,o:"1\t:~~,
,<"'.1
FES'i ,19
, It;""'i-~""
": ,?,~,'.::ri~~~
, over interest or of interest over principal, or of any installment of interest over any othcf:;:~
, ~J1mMrt, of interest. or of any Bond over any other Bond, ratably, accOrdiriSl6"thCrr,
amounts due respectively for principal and interest, to the Per,sons entitled thereto without
~. .~ ......r_,... ' ' , ,."",t,
ItJ.y 1IIIIn 011 or )'4"'......~" , , .' ~~
'"
'-. "
~ '. l'-~':;" "I...., ~>,
SEC1l0N 6.07. CONTROL BY INSURER.. Upon the OCCUII'CnCC, ind,;
~lllITIr.e of an Event of Default, each Insurer, if such Insurer shall not have defauJtect i'
1IDdet Us Bond Insw:ancc Policy, shall be entitled to direct and control the enforeemenfor '
111 ri&ht and remedies with respect to the Bonds it shall insure, including any waiVer of an,
Event of Default
-"",
......
-
d.'"i-:'~
,:. .~~ ,.~
~,,--:, .<=--
.,r'....'" "',
.' ~
4"-~';!~
.~ ')!l:'~~'
. , ~.J~;
'~~:rt
"";~l"\::~:"'~
.', 'l,'.'}'i'
,~: ~~"J;.J.
:'f,~ 'J'
,;!,'.t, ~
. (t.- .."
;,..~i.~:~"':~
.- 1~~~.;P.t;',:'(
, :~:~~
.. .' \~" {/~)",,'i~
~'.!.i'~~(:;X~,
.;l~
10DIC 000 PAG~ 116
43
':\'i'~~'"
'-:~V'
.;'
;~~;:~~: .
,..',:'~...<!>,{ ..;
,....,.",'2t.,...-:".,
\~
,
i
I
1
I
,
,
.
I
I
I
.
FEB 2 7 8IB
ARTICLE VII
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 pmposes:
(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.
(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.
(0) 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 Sections 2.01,
202 cr 209 heTe()f: and also any other matters and things relative to such Bonds which are .
not cantrary to or inconsistent with this Resolution as theretofore in effect, or to amend,
modify or rescind any such authorization. specification or detennination at any time prior
to the first delivery of such Bonds. .
(F) To authorize Projects or to change or modify the description of any Project.
(G) To specify and detenWne matters necessary or desirable for the issuance of
c.pital Appreciation Bonds.
(H) To provide for the establishment of a Reserve Account to additionally secure
ooe or more Series of Bonds issued hereunder.
BOOK
"00 PA~~ 117
:''l'"
FEB 2 7 81 .<
(I) To make any other change that, in the opinion of the Issuer, would not
nuteria1ly adversely affect the security for the Bonds; provided the Issuer receives the
written COIUent of the Insurer of any Bonds which are ~tanding at the time such
Suppli'm('T1flll Resolution shall take effect
;
,
,
I
SECTION 7.01. SUPPLEMENTAL RESOLUTION WITH
BONDHOLDERS' AND INSURER'S CONSENT. Subject to the terms and provisions
c:onfllined in this Section 7.02 and Sections 7.01 and 7.03 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 to the contrary
notwithstanding. to consent to and approve the adoption of such Supplemental Resolution
or Resolutions hereto as d1a1l be dmnet! nec~!Sry or desirable by the Issuer for the purpose
of supplementing. modifying. altering. amending. adding to or rescinding. in any particular,
any of the temlS or provisions contained in this Resolution; provided, however, that if such
modification or amendment will, by its temlS, not take effect so long as any Bonds of any
specified Series or 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. Any Supplemental
Resolution which is adopted in accordance with the provisions of this Section 7.02 shall also
require the written consent of the Insurer of any Bonds which are Outstanding at the time
such Supplemental Resolution shall take effect 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 other than the lien and pledge created by this
Resolution which adversely affects any Bondholders, (D) a preference or priority of any
Bond or Bonds over any other Bond or Bonds (except as to the establishment of a Reserve
Account, 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 or the Insurer of the adoption
of any Supplemental Resolution as authorized in Section 7.0 I 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
c:onsrnt to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses
.. ~ appear on the registration books and to all Insurers of Bonds Outstanding. Such
aoc:ice sfall briefly set forth the nature of the proposed Supplemental Resolution and shall
~ !bat tqli~ 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
45
000 w,; 118
BOOK
A
,
;':,'
"
'I
,
f .~ ~
i
j
,
I
,
,
I
I
-I
'>~
;~!
.
j
!
I
I
..~
.
FES 2 7 816
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.
Whenevtt the Issuer shall deliver to the CleIt an instrument or instruments in writing
purporting to be executed by the Holders of not leu than a majority in aggregate principal
amount of the Bonds then Outstanding. which instrument or instruments shall refer to the
proposed Supplemental Resolution descn'bed in such notice and shall specifically consent
to and apPI ove 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 submmti~l1y such form, without liability or responsibility to any Holder of any
Bond, whether or not such Holder shall have consented thereto.
If the Holders ofnot less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have
coosc:nted 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 Idoption of any Supplemental Resolution pursuant to the provisions of this
Section 7.02, 1bis Resolution shall be deemed to be modified and amended in accordance
therewith, and 1b: JeSpCctivc rights. duties and obligations under this Resolution of the Issuer
and all Holden ClCBonds then Outstanding shall thereafter be determined, exercised and
enforced in aI1l~-ts under the provisions of this Resolution as so modified and amended.
SECTION 7.03. A1\1ENDMENT WITH CONSENT OF INSURER ONLY.
For puxposcs of amending the Resolution pursuant to Section 7.02 hereof, the Insurer of the
Bonds shall be considered the Holder thereof, provided the Bonds, at the time of the
adoption of the amendment, sha1I be rated by the rating agencies which shall have rated the
Bonds at the time such Bonds were insured no lower than the ratings assigned thereto by
such rating agencies on such date ofbeing insured. The consent of the Holders of the Bonds
shall not be required if the Insurer shall consent to the amendment as provided by this
Section 7.03. The foregoing right of ..,,~ent, however, does not apply to any amendment
to Section 5.09 hereof with respect to the exclusion of interest on the Bonds from gross
~ II! for purposes of fcdaa1 income taxation. Prior to adoption of any amendment made
pursuant to this Section 7.03, notice of such amendment shall be delivered to the ratinS
Agencies rating the Bonds. Upon filing with the CleIt of evidence of such consent of the
h-~ as aforesaid, the Issuer may adopt such S\]pplemental Resolution. After adoption by
die Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same
n..IoIo",I'1 as notice of an amendment under Section 7.02 hereof.
46
nnn., ,Hn
. .
<
'~
,
II
"
'}
~
I
t
FEB 2 7 me
ARTICLE vm
MISCELLANEOUS
SECIlON 8.01. DEFEASANCE. If (i) the asuer shall payor cause to be paid
or there shall otherwise be paid to the Holders of any Series of Bonds the principal or
R ~on Price, if applicable, and interest due or to become due thereon, at the times and .
in the ntlmn/'r stipnt~ted therein and in this Resolution and (ii) all provisions regarding any
amotmts to be rebated to the United States government have been complied with. then the
pledge of the Pledged Funds. and all covenants, agreements and other obligations of the
Issuer to the holders of such Bonds, shall therelJPCIl cease, terminate and become void and
be dacharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the
Issuer an money or securities held by them 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
.""."ing 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, and (B) there shall have been deposited in
irrevocable trust with a banking institution or trust company by or on behalf of the Issuer
eitbcrmoneys in an amount which shall be sufficient, or Refunding Securities 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. Except as hereafter provided, neither the Refunding Securities nor any moneys so
~itP<f with such banlci.og institution or trust company nor any moneys received by such
bank or trust company on account of principal of or Redemption Price, if applicable, or
iutb~ em said Refunding securities shall be withdrawn or used for any purpose other than.
IUd an 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
m.tmity or redemption; provided, however, the Issuer may substitute new Refunding
Securities and moneys for the deposited Refunding Securities and moneys if the new
47
!OOK 000 PA',E 120
I,
I
r
;
I
I
I
I.
I
I
\,,-1
,
~
. ;.: . ~ - . .
,.,..........,... .~..~_.;_..
, ,0.- ~ r ' '>" ..''''
....~,.; / I"
.: ,A.lu::~T... ,> ", .
:" ...;t'. . .~ . , ~. - . .... #
: .,. ..,' '., I'. ,". '..
{~ ","-., : ~':-....\~.: ~':
I
!
< .
. ~
FEB 2 7 ~
SECllON 8.04. SEVERABILIlY OF INVALID PROVISIONS. If any one
or more oftbe covenants, agreements or provisions of this Resolution shall be held contrary
to &rrj <:Ap'~ provision of law or cwtliUjto the policy of ~IW law, though not expressly
probibit.ed. or .Vmd public policy, or shall for any reason whatsoever be held invalid, then
JUCh COVCZla:nts, agreements or provisions shall be null and void and shall be deemed
IeplOble from the rema;ning covenants, agreements and provisions of this Resolution and
sIWl in DO way affect the validity of any of the other covenants, agreements or provisions
hereof or of the Bonds issued hereunder.
SECllON 8.05. VALIDATION AUTHORIZED. To the extent deemed
DeC'~ary by Bond Counsel or desirable by Counsel for the Issuer, Counsel for the Issuer is
anfhorizcd to institute AvPI up' iate procec'dings for validation of the Bonds herein authorized
pursuant to Chapter 75, Florida Statutes.
SECllON 8.06. REPEAL OF INCONSISTENT RESOLUTIONS. All
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict
SECllON 8.07. EFFECTIVE DATE. This Resolution shall take effect
m.m~";ately upon its adoption.
DULY ADOPTED in Regular Session, this 27th day of February, 1996.
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
(SEAL)
Board of County C~~ssioners
" 7'~1/It
AP~1::~ f~~ S7iency
I Colxrty ney~ I
. _, '1,. .....J ......
." ..,.."........
BOOK fJ~PA~:jl~jl
FEB:2 (7..1996
..~...j;\ ~ ,~~
b \ ''''':))1;''1' ,
" ';r,.
,/.' ',", ~jt."
'C ,,1 ..;~,*,'l~~tI~ f,;':,
"'/" {~y;~r~,~: ,A i' ;,','~? .'fj;~~;,:}
" .~ <<, . I~ .; '/;::1~-~"~',
~.~.. , , '{',; ?,.-,,~ ':', "'1 .,..::.:....~ J,
"~i~<t:,.. . Daaipt1oD"~(the~~riel i~~Project .'~~r~~
^, >tI~, :..< ' ~ "r.."~';' J 'l"f" . :;. ,,.. -:;~bik .
~ . \0 v;," .. , ~,~ ~, , - ,. . " ",,,,;it" , "
" f"" -"*' #0 " . ,.,.> ,
"~I\' . .....,,""'t . . ~,. ~,~,;rl " <.t,:0
0(," .:.fj '.t: ' ~~ '~ f ,. tK ';0 , "
"'~"y,;-f".."-" 1 . r " ...,.~~,~9~1'11"",,~ ''J..~t
"...~,'""?';" _... .. .. lI.. ." , 1"/ .t;t'~.,~ .'
;i;'i:::': :'~;"~aod ~of. J>OIti?D of~ous cap1ta1.~JOvem~~ .UIf~'(J~t11g.~: :~1~'
~;'::", tbe ICqI"Pfion md ~..ction of. CODItrtICtiOa m.,ntM'UIft~.c facility and a IoIIWdinS for the; (l'f;
"~: 7 .' C~I mMi4:8J trllmmn and the IJpjadinS and modetnization of the personal, Comp~~~ :r~:~
." ..,.,,;..,.,,":' '1l~jj~'<,~'R:'':
. -J ---- ?.:'~:.~~rrji'i,ii. ..'t':i~~' ':<~';~
~'::;,,;,:.t';~;'~}~'::/.~ .' '1
. -.......,.,' "'" lJ
~~.\f{k~K~~,;;~j
. :+~'/(i"1T~,;~.~"~
1..~; ....., '" .~j
!/{'., '~!';.""': "'f',1
...... tW~ ,y':~"1f',~. ,I
.;;_:;?'~~~:~i~it,,~!
-,;- '~"\J..""'"
.., f",; ,It>[;,1:J
,;,~l'~'.J.''';'''It);."j
'4:1f11,~;",,~;,. <1:
:,;,\".f,,,,\,;t!'Pl
.;.~;~;ttl\:2j
"t..t'~lh '
'~.[ . '::[?r~,i;
<~'f~: ~~:'J{i
." ~;'~ ~:~'-~
'./;;,<'1.'
>;,;1i~1:;i~
'," :'"
,'. ',.,1
./"'4-
,tf"-'
..
~!
<'....,.>.
.,,"
~'"~
EXHIBIT A
,."
aDOK 000 PAGE 122
'~r,~., ~:~;~', .