Resolution 1994-047
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RESOLUTION NO. 94- 47
A RESOLUTION OF THE BOARD OF COUNTY
cmoaSSIONERS OF COLLIER COUNTY, FLORIDA,
At1l'HORIZING AND DIRECTING THE EXECUTION AND
DELIVERY OF A FIRST AMENDATORY LOAN AGREEMENT
WITH THE FLORIDA LOCAL GOVERNMENT FINANCE
COKHISSION; AND PROVIDING AN EFFECTIVE DATE.
BB X'f JlUOLVED BY, DB BOAJlD OF COtnrrY COKHISSIONE:RB OF COLLIER
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'JIC'f%OJI 1. DU.(JlI'fX0Jr8. Unless otherwise detined herein,
capitalized tenas or lvords herein shall have the same meanings
ascribed to such te~ and words in the Loan Agreement, dated as of
April 12, 1991 (the~Original Loan Agreement") between Collier
County, Florida (the ~ "Public Agency") and the Florida Local
Gavernaent Finance COamission (the "Commission"), unless the
context or use indicates a ditterent meaning or intent.
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8ZCTIOlf 2. AO'l'XOltI'l'Y FOR RESOLUTION. This Resolution is
adopted pursuant to Chapter 125, Florida Statutes, Part I, Chapter
163, Florida Statutes, and all other applicable provisions of law.
.ZCTXOlf 3. FIlfDIJfGS. It is hereby ascertained, deterlllined
and declared that:
(A) The cOIIIIIIission and the Public Agency have previously
entered into the Original Loan Agreement, pursuant to which the
eo.aisaion loana, froa time to time, the proceeds of its Florida
Local Government Finance cOIIIIIIission Pooled COIIIIIIercial Paper Notes
(the "Notes") to the Public Agency to enable the Public Agency to
tinance the costs ot the acquisition, construction, and equipping
ot certain capital illlprovements and other governmental needs.
(B) The Notes are issued by the Commission, trom time to
t~, pursuant to that certain Trust Indenture, dated as of
April 12, 1991 (the "Indenture"), between the Commission and Bank
Aaerica National Trust COIIIpany, as successor trustee to Security
Pacitic National Trust Company (New York) (the "Trustee").
(C) In connection with the issuance of the Notes the
co.aission entered into that certain Reimbursement Agreement, dated
aa ot April 12, 1991 (the "Credit Agreement") with The Sanwa Bank,
Liaited ("Sanwa"), pursuant to which Sanwa issued to the Trustee an
irrevocable letter of credit ("Sanwa's Letter of credit") as
security for ~~e repayment of the Notes under the Indenture.
(D) The cOllllllission has received a proposal from First Union
National Bank of Florida, JaCksonville, Florida ("First Union") to
isaue an irrevocable, direct-pay letter ot credit ("First Union's
Letter ot credit") as a replacement for Sanwa's Letter ot Credit.
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(E) The terllls of Sanwa's Letter of Credit and the Credit
Agr....nt provide for the termination of Sanwa's Letter of Credit
upon receipt by Sanwa of notice that an Alternate Letter of Credit
(as d.fined in the Credit Agreement) has been issued.
(F) The cOIIIIIIission has determined it to be in its and the
Public Agency's best interests to accept the proposal ot First
Union to issue First Union's Letter of Credit and to cause the
termination of Sanwa's Letter of credit.
(G) The Public Agency has determined it to be in its best
interest to provide for the issuance of First Union's Letter of
credit and the termination of Sanwa's Letter of Credit.
(H) It is necessary tor the commission and the Public Agency
to aaend and supplement the Original Loan Agreement Cas so amended
and supplenented, the "Loan Agreement") to acknowledge the issuance
ot First Union's Letter ot Credit, to provide certain amendments to
the Original Loan Agreement and to acknowledge the continued
application of the terms and provisions of the Original Loan
Agreeaent.
8ECTXOlf 4. AUTllORIZATIOJf OP FIRST AMENDATORY LOAN
~. The Public Agency hereby authorizes and directs the
Chairaan to execute, and the Clerk to attest under the seal of the
Public Agency, the First Amendatory Loan Agreement and to deliver
the First Amendatory Loan Agreement to the Commission for its
execution. All of the provisions of the First Amendatory Loan
Agr....nt, when executed and delivered by the Public Agency as
authorized herein and when duly authorized, executed and delivered
by the COIIIIIIission, shall be deemed to be a part of this Resolution
as fully and to the same extent as if incorporated verbatim herein,
and the First Amendatory Loan Agreement shall be in substantially
the tor. attached hereto as Exhibit A, with such changes,
aaendaents, modifications, OIIIissions and additions, including the
date of such First Amendatory Loan Agreement, as may be approved by
the Chairman. Execution of the Loan Agreement by the Chairman
sball be deemed to be conclusive evidence of approval of such
changes.
8ECTION 5. ORIGINAL LOAN AGREEHENT TO REMAIN IN FORCE AND
.,,~~. Except as otherwise amended and supplemented by the First
"-ndatory Loan Agreement, the provisions of the Original Loan __
Aqr....nt shall remain in full torce and effect.
.ICTIO. ,. G~ AUTHORITY. The members of the Board
and th. otficers, attorneys and other agents or employees ot the
Public Agency are hereby authorized to do all acts and things
requir.d of the. by this Resolution and the First Amendatory Loan
Aqr....nt, or desirable or consistent with the requirements of this
Resolution and the First Amendatory Loan Agreement, for the full
punctual and complete performance of all the terms, covenants and
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aqr....nts contained in this Resolution and the F~ Amendatory
Loan Agree-.nt, and each .ember, elllployee, attorneY',i' otticer of
the Public Agency or its Board is hereby auth6r1zed . directed to
execute and deliver any and all papers and instruments and to do
and cause to be done any and all acts and things necessary or
proper tor carrying out tbe transactions contemplated by this
Resolution and the First Amendatory Loan Agreement.
8ZCTXOJI 7. SEVERABILITY. If anyone or more of the
covenants, agreements or provisions herein contained shall be held
contrary to any express provision of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and
shall be deemed separable from the remaining covenants, agreements
or provisions and shall in no way affect the validity of any of the
other provisions hereot.
8ZCTXOlf 8. REPEAL OF
r-.olutiolUl or parts thereot
.wv-1aeded and repe~led to the
INCONSISTENT RESOLUTIONS.
in conflict herewith are
extent ot such conflict.
All
hereby
'JIC'f%OJI ,. BPl'ECTXV1l DATE. This Resolution shall take
ettect i--~iately upon its adoption.
DULY ADOPTED this 1 "'~ day of ..A......U..V
, 1994.
(SEAL)
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.~IB. B:~CLERK
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, PLORXDA
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Uril/JvJW AS TO FORM A1fD
L~AL SOFJPICIENCY:
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county Attorney enneth
B. Cuyler
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