Resolution 1995-372
JUN 2 0 1995
RESOLVTIOR .0. 95-372
RESOLUTION SUPPLEMENTING AND AMENDING A
RESOI.:JTION ENTITLED: -RESOLUTION PROVIDING FOR
CONS1ROCTION, RECONSTRUCTION AND ACQUISITION
OF ~)ADS AND RELATED FACILITIES AND THE
RESURFACING OF ROADS IN COLLIER COUNTY,
FLORl'")A; AUTHORIZING THE ISSUANCE OF NOT
EXCEI;f.>ING $6,000, 000 :;~ MPROVEMENT REVENUE '30NDS
TO FINANCE THE COST 'l'JiEREOF; AND PROVIDIN.:; FOR
THE FAYJ1EHT OF THE Pt~INCIPAL OF AND INT~mEST
ON SrJ,:H BONDS FROM T~IE SEVENTH CF..NT GAfi'. TAX
ALLOC ATED TO COLLIER fOUNTY, ~LO.RIDA, PUR~JUANT
TO LA1f, AND THE NINTH CENT GAS TAX IMPOS!~ BY
THE COUNTY; - AUTHORIZ .:NG THE REFUNDING 0:' ALL
OF THE COUNTY's OUTtj!ANDING COLLIER COJNTY,
FLORIDA ROAD IMPROVEM!JfT REVENUE BONDS, SBRIES
1986; AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $6,000,000 COLLIER COUNTY, FLORID~ ROAD
IMPROVEMENT REFUNDING REVENUE BONDS, S'~IES
1995; AUTHORIZING A NEGOTIATED SALE OF SAID
BONDS, DELEGATING CEIttAIN AUTHORITY TC. THE
COUNTY ADMINISTRATOR FOR THE AUTHORIZA jlION,
EXECUTION AND DELIVER ~. OF A PURCHASE CONtRACT
WITH RESPECT THERETO, AND THE APPROVAL 0 t-" THE
TERMs AND DETAILS O} SAID BONDS; APPOI~TING
THE PAYING AGENT AND J'roISTRAR FOR SAID BONDS;
AUTHOR:ZIHG THE EXEct lION AND DELIVERY OF AN
ESCROW DEPOSIT AGREEJiENT AND APPOINTING AN
ESCROW AGENT; AUTHORIZING THE DISTRIBUTION OF
A PRELIMINARY OFFICIAL STATEMENT AND THE
EXECUTION AND DELIVERY OF AN OFP.: CIAL
STATEMENT WITH RESPECT THERETO; AND PROV:( DING
AN EFFECTIVE DATE.
.B IT RESOLVED BY THB BOARD OP COON'l'Y COHHISSlr~lERS OF COLLIER
covnr, FLORIDA:
8BC'lIOR 1.
that:
FINDINGS. .t is hereby found a~d determined
(A) On Junu 10, 1980, the Board of County COJlU'~lssioners (the
wBoard-) of CO..lier County, Florida (the -COl.' nty") adopted
Resolution No. 8"-114, the title to which is stated ..n the title of
tbi. 8Upplellenta'l resolution, "oS supple.ented by Resolution No.
80-173 adopted by the Board on Sf~'ptellber 3, 1980 and ReSOlution No.
8'-225 adopted by the Board on Hovember 20, 1986 (collectively, the
-Resolution-), tor the purposes described therein.
(B) Pursuan, to the ReSOlution, the County i8s\ ed its Collier
County, Florida Hoad Improvement Revenue Bonds, Series 1986 (the
~nt)lr non ~Ir:r 7~
JUN 2 0 II!
.Seri.. 1986 Honds") on December 11, 1986 in the agqregate
principal aJIOUn.t of $6,520,000.
(C) The County has determined to refund all of the
outatanding Seties 1986 Bonds (the "aefunded Bonds") in order to
achieve debt s~rvic. savings for the County.
(D) The Resolution provides for the issuance of Additional
Parity ObliCJat!,ons for the ref'lnding of the Refullded Bonds upon
..eting cert.air~ requirements s.'~ forth in the Reso lution.
(E) Therf. io hereby authcl;:,ized the payment a1d retunding of
the Refunded Honds, all in 'che JDanner as provided by this
auppl...ntal r""solution. For the payment and r(!.funding of the
Refunded Bonds, the County shall, as provided herelr'l, deposit part
of the proceed. derived trOll ':he sale of the C..untY'8 Collier
County, Florid).. Road Improvement Refunding Revenu,!I>~ Bonds, Series
1995 (the .Seri.s 1995 Bonds") in a special escr~1 deposit trust
fund, to purChase direct U.s. Treasury obligations (the "Federal
Securities.) which shall be sufficient, together lith investment
earninq. therefrom and a cash deposit, to pay the R. funded Bonds as
the saae become due and payable or are redeemed pr.i '')r to maturity,
all as provided herein and the hll!reinafter describe.: Escrow Deposit
A9r....nt.
(P) The County deems it t.) be in its best irlterest to issue
ita Series 1995 Bonds to returu. the Refunded BondI 4
(G) Due tl;' the potentii 1 volatility of the market for
Obligations 8uch as the Series 1995 Bonds and the complexity of the
transactions relating to such Series 1995 Bonds, it is in the best
intereat of the County to sell the Series 19 15 Bonds by a
nevotiated sale, allowing the County to enter thi~ market at the
IIOst advantageous time, rather than at a specified llllvertised date,
thereby permitting the County to obtain the best pOl,sible price and
inter.st rate for the Series lr15 Bonds.
(8) The Ct/&1nty anticipat""1 receiving a favol"lble commitment
for bond insurance and a favol .\ble offer to purc.ase the Series
1995 Bonds trOll Merrill Lynch' ','0. (the "Underwritt:"), all within
the par..eters set forth hereir.
(I) Inasmuch as the Board will not meet for. several weeks
after the date hereof and desires to complete tl'e transactions
conte.plated he,~eby prior to its next meeting j t the herein-
described paraffaters are cor-plied with, the County hereby
deteraines to d. legate the awa::\~ of the Series 1995 Bonds to the
COUnty AdJainistrator within such parameters.
(J) The covenants, pledge. and conditions in the Resolution
.hall be applicahle to the Seri~s 1995 Bonds herein authorized and
.aid Series 1995 Bonds shall be on a parity with and rank equally
a. to the lien on and source and security for paymE'llt from the Gas
?
Taxe. (as deflned in the Resolution), and shall constitute
.Obligations- .ithin the meaning ot the Resolution.
(X) The a.solution provide. that the Series 1995 Bonda shall
_tare on ncb <lates and in such amount., shall bear such rates of
interest, .ball be payable in such places, shall be subject to such
red-.ption prO\'isions and contain such other terms and details as
ahall be detel .iried by supplemental resolution .tdopted by the
,Board; and it is now appropriate that the Board determine such
teras and detaJls through the delegation described herein.
(L) Upon advice of the Fi\"\ancial Advisor and Bond Counsel of
the I..uer, it is desirable te, amend the Resolu1. ion in certain
re.pects.
(M) Sect!l,on 16 of the R. solution authorize.; adoption of a
suppl...ntal resolution which amends the ResoltJtion with the
consent of the holders of 66-2j3' or more in agqr~qate principal
UIOWlt of out.tanding Obligations which are af..:ected by such
_~nta.
(M) '1'be holders of the Series 1995 Bonds represent over
"-2/3' in aqqreqate principal amount of Obligation,. outstandinq at
the tille the amendJIents provided in this 8uppleme'ltal resolution
take eftect. 'l'ha holders of th, series 1995 Bonds shall be deemed
to have consented to such ameno 'Ients.
8BC'1IOJI 2. DUIBITIOl ~J. When used in tt. is supplemental
resolution, the teras defined in the Resolution shall have the
.-aninqs therein stated, exc pt as such definitions may be
hereinafter amended and defined.
"bor~i.ation ID.tal1aeDta" shall mean the amounts hereby
established for the mandatory redemption of Term E~lnds.
"Son4 COUD.el" shall mean Nabors, Giblin' Hic):,arson, P.A., or
any other attorney at law or firm of attorneys of nationally
recognized standing in mattel pertaining to tJ.e federal tax
exaption of int'trest on obligat '.ons issued by stat,. 1 and political
llUb4ivisions, ani duly admitted to practice law be1 ')re the highest
court. of any state of the Unit.,: states of America
"Son4bo14er.," "Bolder" or "registered ovnera" or any similar
tera, shall mean any Person wh~ shall be the regi~tered owner of
any series 1995 rond or Obligations as provided in the registration
books of the CO~1ty.
"Chairaan" shall mean the Chairman of the Board of County'
eo.ai..ioners of the County, or his or her designee.
"Clerk" shall liGan the Clerk of the BOT~rd of County
eo.aissioners of the County, or such other Person .18 may be duly
authorized to aci: on his or her behalf.
3
" v ,~
iik- of Hev YO::-TC:::t. ~geJlt/" "paying A~ent" Ja~~s~~:lt~:l..r" shall mea~
Pln~id~ .
-Insurer" shall .ean, with respect to the Series 1995 Bonds,
.uch .unicipal bond insurance company who issues a commitment to
insure the Se~ies 1995 Bonds with a quoted in,Jurance premium
,....ting the coneSi tions set forth in Section 6 herrlof.
~ioipa'.. BoD4 Iuurance t>>oliCJ" shall mean a municipal new
bond inaurance policy issued by the Insurer wh....ch insures the
payunt of the principal of an~t interest on the Se:,'ies 1995 Bonds,
wen due.
"oatstaD4~gH when used "ith reference to '~::he Series 1995
. ~ and a. of any particular date, shall describe all Series 1995
BoneSs theretof~re and thereupol' being authenticatf.d and delivered
.xcept, (1) any Series 1995 Bond in lieu of which another Series
1995 Bond or other Bonds have been issued und4r aqreement to
replace lost, stolen, mutilated or destroyed Series 1995 Bonds
under the Resolution, (2) any Series 1995 Bond sUlrendered by the
Bolder thereof in exchange for another Series 19!5 Bond or other
~ under the Resolution, (3) Series 1995 Bonds deemed to have
been paid pursuant to Section 21 of the Resolution! and (4) Series
1995 ~ cancelled after pur'::1ase in the open WIcket or because
of pay.ent at or redemption pr:.,r to maturity.
".ersoD" shall ..an at individual, a corporation, a
partnership, an association, a joint stock company, a trust, any
unincorporated organization or qovernmental entity.
....deaptioD t>>rice" shall mean, with respect to any Series 1995
Bond or portion thereof, the principal amount or r,)rtion thereof,
pla the applicable premium, if any, payable '.~rpon redemption
thereof pursuant to such Series 1995 Bond or the P'lsolution.
"S.ri.. 19'5 BODds" shall Jlean the county's ::ollier County,
Florida Road IJtl)rov81llent Refu ,:fing Revenue Bondl' t Series 1995,
is.ued pursuant to the provisic :)8 of the Resoluti( 11.
"'l.ra BODds" shall mean t a Series 1995 Bondb maturinCJ on a
stated date, which are subJ1ct to mandatory redemption by
Aaortization Installment as set forth herein.
8ZC'lIOX 3. AU'l'BORITY POR THIS RBSOLt;',fION. This
suppl...ntal re,.olution is adopted pursuant to th., provisions of
the Act.
SBC'!IOJr ... AOTBORIJATI ~JH OJ' RBl'mtDIXG. The County hereby
authorizes the refunding of the Refunded Bonds p'.lrsuant to the
tarJIs of the Resolution and '~.he hereinafter deucribed Escrow
Deposit Agreement.
4
,... ........ ,.
'~10J1 5. AUTBORIZATIOR UD D2SCR.IP!I(j1f OP ftB SDIES
1111 BOJIDS. Th':"l county hereb"J authorizes the issuance of a Series
of Bonds in t'le aqqreqate pr incipal amount of not exceeding
$6,000,000, to be known as the "Collier county, Florida Road
Iaprov..-nt Ra!unding Revenue Bonds, Series 1995," for the
principal purpc.&e of refunding the Refunded Bonds. The agqregate
p~incipal aaoun~: of Series 1995 Bonds to be issued Jr'ursuant to the
Reaolution ahall be determined by the County Adminis trator provided
.uch aggregate ~rincipal amount does not exceed $~,OOO,OOO. The
Series 1995 Bon,Ja shall be datell as of July 1, 199~; or such other
date as deterained by the County Administrator, sh~ll be issued in
the fora of ful~.y registered Bor,'!s in the denominat: on of $5,000 or
any integral .u:.tiple thereof, sllall be numbered cor>secutively from
one upward in (.rder of maturity preceded by the le':ter "R", shall
bear interest frOJl the dated date, payable seJti-annually, on
Deceaber 1 and June 1 of ea -:h year (the "Int.,arest Dates"),
co.aencing on December 1, 1995.
Interest on the Series 1995 Bonds shall be payable by check or
draft of the Paying Agent, made payable to and mail~d to the Holder
in whose name such SOnd shall be regiatered a'\. the close of
busin.._ on the date which shall be the fifteenth .Say (whether or
not a business day) of the calendar month next precedinq the
Interest Date, or, at the requ. st and expense of 'Iuch Holder, by
bank vire transfer to the accoul;t of such Holder. ~;rincipal of the
Saries 1995 Bonds is payablt! to the register~d Holder upon
presentation, when due, at the, '!signated corporate trust office of
the Paying Agent. The princip~l of, redemption premium, if any,
and interest on ~he Series 199! Bonds are payable in lawful money
of the United St.at.s of America.
Th. Series 1995 Bonds shall bear interest at such rates and
yields, sha II mature on June 1 of each of the y :~ars and in the
principal amounts corresponding to such years, and shall have such
redaption provisions as determined by the Countl Administrator,
subject to the conditions set 'orth in Section 6 hereof. All of
, the teras of th~ Series 1995 B ~ds will be includE 1 in a Purchase
Contract which .r.i1all be in sub.... tantially the form .1ttached hereto
and Jlade a part "ereof as Exhib t A (the "Purchase ""ontract"). The
county Administrator is hereby ,1uthorized to exect:t:e the Purchase
COntract in SUbstantially the form attached hereto as Exhibit A
vith such modifications as he ~eems appropriate up~n satisfaction
of the conditions described in Section 6 hereof.
SZC1'IOJf ,. CONDITIOBS TO BXECUTIOJf OP PUl'f:BASE CONTRACT.
Tbe Purchase '~ontract shall not be executed by the County
AdIIinistrator u .til such time ':'IS all of the following conditions
have been satisl~ led:
(A) Receipt by the County Administratr.,r of a written
offer to pnrchase the Sex les 1995 Bonds by i:he Underwriter
substantially in the form of the Purchase Co '\tract attache.)
hereto as Exhibit A, said offer to provide fl)r, among other
. ..*
.lVI' , U ~J
"noS
...,...,
tiling., (1) not exceeding $6,000,000 aggregate principal
aaount of Series 1995 Bonds, (ii) an underwritinq discount
(includin~ aanaqement fee and all expenses) not in excess of
.80t of tt,. par amount of the Series 1995 Bonds, (iii) a true
~rest. (:ost of not more than 6.00' per annum, (iv) the
aaturit.ies of the Series 1995 Bonds, with the final maturity
being not later than 16 years from the date ot issuance of the
S.ri.s 1955 Bonds, and (v) presant value debt service savings
of at lea~t 8.00'.
(B) With respect to any redemption te~.~ for the Series
1995 Bond., the first call date may be no later.' than ten years
frOll the ~ated date of t:le Series 1995 Bon is and no call
pr_iUII uy exce.d 2' of the par amount of tha':, portion of the
Serie. 19 .l5 Bonds to bf~ redeemed. Term Bonds may be
..tabli.ht" with such AJlor~,~ization Ir.stallmen';'s as the County
Adainistrutor deems approlriate.
(C) Receipt by the C..unty Administrator of a disclosure
.t:at....nt, includinq a t..uth-in-bondinq sta =ement, of the
Und.rwriter dated the date of the Purchase Contract and
co.plyinq with Section 218.385, Florida Stat~tes.
(D) Receipt by the County Administrator ,ot a commitment
(the -Insurance Commitment") from the Insur4 r to issue its
Municipal f.ond Insurance J,licy tor an insur&:1ce premium not
exceedinq .60' of the tot;: 1 debt service on t:he Series 1995
Bonds and which co_itment contains such termu and conditions
.. are acceptable to the County Administra1 :',r , the County
Att.orney and Bond Counsel.
Upon satisfaction of all -,,,he requirem.nts set forth in this
Section 6, t~e County Administrator is authorized to execute and
deliv.r the Purchase Contract containing terms cO=')lyinq with the
provi.ions of this Section 6. The Board shall rati.',! by resolution
the t.ras of the Series 1995 Bonds approved by the County
AdJainistrator providing the conditions containecl in Section 6
h.reof are satisfied. To th,. extent the Insurance Commitment
requir.s any modifications, ch, Iges, amendments or supplements to
th. Resolution, ~e Board shal~., in its sole disc f'etion, approve
8Uch aodificat:'.ons, chanqes, amendments or .upplements by
aubsequent. resolution, provid'ng the conditions contained in
Section 6 hereof are satlsfied,
8BCfIOJI 7. REDEKP'1'IOR PROVISIONS. The Se',~ies 1995 Bonds
aay be r.d....d prior to their respective maturities from any
IIOneys legally I vailable therefor, upon notice as ;:'rovided in the
ReSOlution, upoi" the terms and provisions as det trmined by the
County AdJIinistr'jtor subject to the conditions contalned in Section
, bereof.
SZC1'IOJf 8. IXECUTIOR OP SERIES 1995 BOBJ)'d. The Series
1995 Bond. .hall be executed ill the name of the c.'ounty with the
6
aOOK 000 par,[ 78
.
..nual or facsJ aile signature of the Chairman and the official seal
of the COUnty shall be imprinted thereon, attested and
countersigned t,'ith the unual or facsimile signature of the Clerk.
In ca.. any on'. or aore of the officers who shall have siqned or
sealed any of the Series 1995 Bonds or whose facsimile signature
shall appear thereon shall cease to be such officer of the County
before the Se::i.s 1995 Bonds so sign.d and sealed have been
actually sold and delivered, such Series 1195 Bonds may
nevertheless bt. sold and delivered as herein provided and may be
isauecS- as if the Person who sicpled or sealed such S'lriea 1995 Bonds
bad not ceased to hold such of.eice. Any Series 1995 Bond may be
signed and sealed on behalf of t:he County by such P ,rson who at the
actual tiJle of the execution c'~! such Series 1995 Sond shall hold
Use proper off;, ce of the County, although at the di'tte of such Bond
such Person 1Ia:' not have held Luch office or may J,ot have been so
authorized. '1be County may ac opt and use tor su;:h purposes the
facsi.ile sign,\tures of any sur.h Persons who shal) have held such
offices at anJ title after t".e date of the ac ,'ption of this
wppl...ntal r~solution, notwithstanding that eith~r or both shall
have ceased to hold such office at the time the Series 1995 Bonds
shall be actually sold and delivered.
8BC1'IOJI ,. AO'1'BDTICATIOR. No Series 19. 5 Bond shall be
.ecured undor the Resolution or entitled to the benefit of the
Resolution or shall be valid or Obligatory tor an~ purpose unless
there shall be aanually ender'sed on such Seri':s 1995 Bond a
certificate ot authentication b't the Registrar or .....ch other entity
as JlaY be approved by the =ounty tor such r:urpose. Such
certificate on any Series 199~ Bond shall be con(~lusive evidence
that such Bond has been duly au'henticated and delivered under the
Resolution. The form ot such Ct rtiticate shall be substantially in
the fora providud in Section 17 hereof.
8BC1'IOJI 10. TEMPORARY BONDS. Unti 1 the d,. f ini ti ve Series
1995 Bonds are issued, the County may execute, in 'the same manner
as is provided in Section 8 hereof, and deliver, upon
authentication by the Registrar pursuant to Sectivn 9 hereof, in
lieu of definitive Serles 19! Bonds, but sUbje.::t to the same
provisions, lim:,tations and c1..'lditions as the d.'~initive Series
1995 Bonds, exc\!pt as to the 'enominations there ','f, one or more
taporary Seriea 1995 Bonds f nbstantially of th.! tenor of the
definitive Series 1995 Bonds in lieu of whlch such temporary Series
1995 Bond or Series 1995 Bo, ids are issued, in denominations
authorized by the County by SUbsequent resolution, and with such
oaissions, insertions and variations as may be appropriate to
teaporary Series 1995 Bonds. The County, at its owr~ expense, shall
prepare and exe.~te definitive Series 1995 Bonds, which shall be
authenticated 1'{ the Registr" r. Upon the surl ender of such
tellpOrary Serie.l 1995 Bonds for exchange, the Registrar, without
cha~e to the Hulder thereof, ~;hall deliver in exchange therefor
definitive Series 1995 Bonds, of the same aggr,qate principal
allOW1t and Ilaturity as the telDpo":'ary Series 1995 Borl/1s surrendered.
Until so exchanq8d, the temportiry Series 1995 Bonr.!.s shall in all
lOOK 0130 PAq 79
respects be f!:ntitled to the sam. benefits and security as
definitive Series 1995 Bonds issued pursuant to the Resolution.
All tnporary f,eri.s 1995 Bonds surrendered in exchange for another
teaporary Seri~s 1995 Bond or Series 1995 Bonds or for a definitive
Series 1995 Botd or Series 1995 Bonds shall be forthwith cancelled
by the Reqi.tr~r.
.~IOJI 1~.. 8DIZS 1"5 BOJfDS KU'lILA'l'BD, Dl1S'l'ROYBD, 8TOLD
OK LOft. In ct~se any Series 1995 Bond shall becot.e mutilated, or
be de.troyed, stolen or lost, the County may, in its discretion,
iSIN8 and cSel:. ver, and the Rfgistrar .hall auth~!nticate, a new
Berie. 1995 BoncS of like tC:10r alll the Seriel 1995 Bond so
IlUtilated, de.troyed, stolen or lost, in exchange imd substitution
for such IlUtila\ted Series 1995 i~ond upon surrender and cancellation
of such IlUtilat'.ed Series 1995 i.:ond or in lieu of Itnd. substitution
for the Seri.. 1995 Bond destr~yed, stolan or lOft, and upon the
Holder furnishinq the County and the Registra~': proof of his
ownership theJ:/.tof and satisfactory indemnity and complying with
such other reasonable requlatil1ns and conditions l s the County or
the RecJistrar may prescribe and paying such expenses as the County
and the Registrar may incur. All Series 1995 Bondq so surrendered
or otherwise substituted shall be cancelled by th,. Registrar. If
any of the Series 1995 Bonds shall have matured or be about to
aature, instead of issuing a substitute Series 1995 Bond, the
COunty aay pay the same or cau:e the Series 1995 ~ond to be paid,
upon being indemnified as afort'laid, and if such SL'ries 1995 Bonds
be lost, stolen or destroyed, \,.ithout surrender tr"ereof.
Any such duplicate Series 1995 Bonds issued pursuant to this
Section 11 sh'ill constitute original, additional contractual
obligations on ~h9 part of th~ County whether or not the lost,
.tolen or d.stl'oyed Series 1995 Bond be at any time found by
anyone, and such duplicate Series 1995 Bond shall be entitled to
equal and proportionate benefits and rights as to lien on the Gas
Taxas to the same extent as all other Series 19~5 Bonds issued
under the Resolution.
8BC'lIOR 12. Ilt1'ERCJDUfGl . JJILITY, DGO'l'IABILI'rr AND TRANSFER.
Series 1995 Bor~'s, upon surr.rlder thereof at th-:l office of the
Reqistrarwith a written instru Bnt of transfer satisfactory to the
Reqistrar, duly executed by the : folder thereof or h.' s attorney duly
authorized in writinq, may, at " ne option of the HOlder thereOf, be
exchanged for an equal aggrega ce principal amount of registered
Series 1995 Bonds of the maturity of any other authorized
denoainations.
The Series t995 Bonds issued under the Resolut: on shall be and
bave all the q ,.alities and irl'ddents of negotiable instruments
under the law me ~chant and the t:niform Commercial Code of the State
of Florida, subject to the proviJions for registration and transfu
contained in the Resolution and in the Series 1995 :~onds. So long
a. any of the Series 1995 BOl.ds shall remain O\\tstanding, the
8
n""n nn
JUN 2 0 1995
..
County shall ..aintain and koep, at the office of the Registrar,
books for the J:egistration and transfer of the Series 1995 Bonds.
The transl.er of any Series 1995 Bond shall be registered only
upon the book. of the County, at the office of the Registrar, under
such reasonabl~ regulations as the County may p%escribe, by the
Holder thereof in person or by his attorney dul"( authorized in
writing upon surrender thereof toqether with a wrAtten instrument
of transfer t. atisfactory to the Registrar dul y executed and
CJUaranteed by t~he Holder or his duly authorized att orney . Upon the
re<Jistration or transfer of any' such Series 1995 Hond, the County
.hall issue, 'Ind cause to be authenticated, in ,.~he name of the
transferea a nt'.v Series 1995 Bend or Series 1995 B,:mds of the same
aqqreqate prin~ipal amount and maturity as the SUi' rendered Series
1995 Bond. The County, the l{egistrar and any {,'aying Agent or
fiduciary of tv,. County may dee". and treat the Per".,n in whose name
any outstandin-l Series 1995 Bon'i shall be registere 'J upon the books
of the COUnty as the absolute owner of such Series 1995 Bond,
whether such Series 1995 Bond shall be overdue ~r not, tor the
purpose ot receiving payment ot, or on account 01, the principal
of, redemption premium, it any, and interest on I;uch Series 1995
Bond and tor all other purposes, and all such pa~,ents so made to
any such Holder or upon his or'.er shall be valid i."nd effectual to
satisfy and discharge the liab\lity upon such SerJes 1995 Bond to
tha extent of the BWI or sums ,}O paid and neither. the County nor
tha Registrar nor any Paying Aq~nt or other fiducia~y of the County
shall be affected by any notic' to the contrary.
The Regist~ar., in any ca,. where it is not also the Paying
Agent in res~ec~ to any Series 1995 Bonds, forthwith (A) following
the fifteenth day prior to an interest payment date for such Bonds;
(B) following the fifteenth day next preceding tJ il date of first
aailing of notice of redemption of any Series 199=, Bonds; and (C)
at any other time as reasonably requested by the l~aying Agent of
such Series 1995 Bonds, certif" and furnish to s\;'<::h Paying Agent
the naaes, addresses and hole ngs of Bondholder!. and any other
relevant infot'll':.'tion reflect8<~ in the registrat., "n books. Any
Paying Agent of any fully regi. ';ered Series 1995 B '.ne! shall effect
payaent of inte%est on such Ser as 1995 Bonds by maIling a check to
the Holder entitled thereto ( . may, in lieu thl:reof, upon the
request and at the expense of s~ch Holder, transmit such payment by
bank vire transfer for the account of such Holder.
In all cas,s in whlch the privilege of exchan~ing Series 1995
Bonc:bJ or the trlllsfer of Series 1995 Bonds shall be registered, the
County shall e:,ecute and the Registrar shall authenticate and
deliver such Selles 1995 Bonds ~ 11 accordance with the provisions of
the Resolution. Execution of S. ries 1995 Bonds by the Chairman and
Clerk for purposes of exchanging, replacing or ,egistering the
transfer at Series 1995 Bonds may occur at the time of the original
delivery of thn Series 1995 Bonds. All Seri es 1995 Bond~
surrendered in any such exchanges or registration 01 transfer shall
be held by the Registrar in safekeepinq until (.' irected by the
County to be cancelled by the Registrar. For every such exchange
or re<JistratioJ',' of trans:t:er, the County or the Reqistrar may make
a charge su:t:fiuient to reimburse it tor any tax, fee, expense or
otber CJovernJl8J~tal charge required to be paid with respect to such
excbanqe or req istration of transfer. The County and the Registrar
aball not be obligated to make any such exchange or transfer of any
Series 1995 B~ds during the fi:t:teen (15) days next preceding an
Interut Date "n the Series 1995 Bonds, or, in t:he case of any
propoaed recS8III.tion of Series 1995 Bonds, then, for the Series 1995
Bonds .abject to redemption, during the fifteen (15) days next
preceding the date of the first mailing of !\otice of such
redellption and continuing until such redemption date.
SZCfIOJI 1'. 8ILZCTIOR cr, SDIBS 1995 BOJlDS TO BI RZDBBHED.
The Series 19S '5 Bonds shall l~. rede81lled only irl the principal
uount of $5,OlO each and interral multiples therf::>f. The County
shall, at lea.~ forty-five (45} days prior to the redemption date
(unle.s a shorter tille peri, d shall be satiSfactory to the
Registrar but in no event less than thirty-:t:ive (~:)) days) notify
the Registrar of such redempti,n date and of the principal amount
of Series 1995 Bonds to be redeemed. For purposes of any
red-.ption of 1... than all of the OUtstanding Seri,s 1995 Bonds of
a single aaturity, the particular Series 1995 Bond'" or portions of
Series 1995 Bonds to be redeemed shall be selectEd not more than
torty-five (45) and not less than thirty-five (35: days prior to
the redemption date by the Req_strar from the out~tandinCJ Series
1995 Bonds of the maturity or r.lturities designat~',1 by the County
or, it not so designated, by t;Jch other method a~;. the Registrar
ahall deem fair and approprit ".e and which may p:covide for the
.election for redemption of Ser, IS 1995 Bonds or portions of Series
1995 Bonds in principal amount of $5,000 and integral multiples
thereof.
If less than all of the Outstanding Series :995 Bonds of a
aingle aaturity are to be redeemed, the Registral shall promptly
notify the County and Paying Agent (if the Regis~rar is not the
Paying Agent for such Series 1995 Bonds) in writir.~ of the Series
1995 Bonds or portions of Serier 1995 Bonds selected for redemption
and, in the cas. of any Bond s, ~ected for partial .:edemption, the
principal amount thereof to be ':edeemed.
SBC1'Iotf 14. BOTIC! OP RZDEKP'lIOH. Nc ':.ice of such
redeaption, which shall specif1' the Series 1995 BOJ.,d or Bonds (or
portions thereof) to be rede'.ed and the date and place for
radeaption, shall be given by the Registrar on behalf of the
COUnty, and (A) ilhall be filed with the Paying Agent of such Series
1995 Bonds and f') shall bemalledfirstclass.post:lgeprepaid.at
least thirty (3C J days prior to the redemption date to all Holders
ot Series 1995 '~ond. to be re.jeemed at their addresses as they
appear on the r~gistration boo):.. kept by the Registrar as of the
. date of mailing of such notica. Failure to mail notice to tho
Holders ot the Series 1995 Bonds to be redeemed, or any defect
10
800K 000 PA~r 82
~.',j;o ..'c~'"
to \,I tV oJ oJ
th.r.in, shall not affect the proceedings for redemption of Series
1995 Bonds as to which no such failure or defect has occurred.
Each notice of redemption shall state: (1) the CUSIP numbers
of all Series 1995 Bonds being redeemed, (2) the original issue
date of such Saries 1995 Bonds, (3) the maturity date and rate of
inter.st borne- by each Bond being redeemed, (4) the redemption
dat., (5) the ltedemption Price, (6) the date on which such notice
1. aai1ed, (7) if le.s than all OUtstanding Serie1 1995 Bonds are
'to be red....,~, the certifiCl.te number (and, ir. the case of a
partial redeap~ion of any Bond, the principal amount) of each Bond
to be redened, (S) that on SUC~i redemption date tit are shall become
due and payabl" upon each Bond to be redeemed the 1-tedemption Price
ther.ot, or thr, Redemption Pri~:. of the specified portions of the
principal ther.'lof in the case )f Series 1995 Bond";. to be redeemed
in part only, toqether with interest accrued thereon to the
red-.ption dat,.l, and that from :'.nd after such date ..nterest thereon
sball cease to accrue and be p~yable, and (9) that the Series 1995
Bonds to be redeemed, whether as a whole or in part, are to be
.urrandered tor payment ot the Redemption Price at the designated
office of the Registrar at an address specified.
Wi thin sixty (60) days of the date ot --edemption, the
Registrar shall give a secon(. notice of redempr..ion by mailing
another copy of the redemption notice to the regi:tered owners of
Sarie. 1995 Bonds called for :: ademption but which have not been
presented for payment within t ~1irty (30) days af1-,3r the date set
for rede.ption.
In addition t? the mailing of the notice described above, each
notice of reeSeJD}..tion and payment of the redemption price shall meet
the following requirement; provided, however, f:he failure to
provide such further notice of redemption or to '.:omply with the
't.naa of this paragraph shall not in any marl:'ler defeat the
effectiveness of a call for redemption if notice t;",ereof is given
as prescribed above:
Each further notice of redemption sh ,11 be sent by
certified mail or overnig t delivery service or telecopy to
all reqisterod securities tepositories then ifS the buslness of
holding substantial amount . of obligations of types compriSing
the Series 1995 Bonds l~uch depositories now being The
Depository Trust Company, New York, New York, Midwest
Securities Trust Company, Chicago, Illinois a.,d Philadelphia
Depository Trust Company, Philadelphia, Pennsi'lvania) and to
four or mo~. e national information services which disseminate
notices of l,repayment or r. iemption of obligatlons such as the
Series 19~5 Bonds (such information services now being
Financial J:nformation, In::.' S "Daily Called Bond Service,"
Jersey City, Hew Jersey, Kenny Information St.'rvices "Called
Bond Service, - New York, New York, Moody'. "Municipal and
Government,~ New York, Hew York and Standard' Poor's "Called
Bond Record," New York, Ne~ York).
nl-t~
'"' n'
SZCfIOJI 11',. JlEJ)EHP1'IOJI OF PORTIO.S OF SDtES 1"5 BOGS.
Any Seri.. 199!. Bonc:1 which ill to be redeemec:1 only in part shall be
aurrendered at any place of paymentspecitied in the notice of
redaption (with due endorsement by, or written instrument of .
transter in for.. satistactory to the Registrar duly executed. by the
Bolder thereot or bis attorney duly authorized in writing) and the
County shall ..''Xecute and the Registrar shall authenticate and.
,deliver to the Holder of such Series 1995 Bond, ~ithout service
charge, a new Series 1995 Bond or Bonds, of the sarle interest rate
and llaturity, ,~J.nd of any authOl~ized denomination ;1S requested by
;. such HOlder, in an aggreqate principal amount e lUal to and in
" '. exchange tor tbe unredeemed pOJ:1:.ion ot the principi:.l of the Series
II~.':' 1'95 Bonda .0 ':.urrendered.
ijiJI>'"
I. ":;/. 8:1C110Jl 1ft. PAYKD'l' OF U1>BDIED SDlES 1"5 BOWS. Notice
,.;~;:>..." of radaption having been qivI n substantially 8S aforesaid, the
fi~": Seri.s 1995 Bonds or port i onf.. of Series 1995 Bonds so to be
I;.;:..B....~:.... ~s/>,..radaaed sball, on the redelllpt1nn date, become due and payable at
:\!it\:'., the Rad.-ption Price therein specified, and from and after such
.. ..... .. date (unless the County shall default in the ")ayment of the
If'<, Re4..ption Price) such Series 1995 Bonds or portio!"; of Series 1995
,l( Bonds sball cease to bear interest. Upon surrende.l of such Series
. 1'95 Bond. tor radnption in accordance wi th sa. d notice, such
Seri.. 1995 80n48 shall be pa.d by tbe Registr~: and/or Paying
~ Aqent: at: the appropriate RedelDJ' ~ion Price, plus a,'crued interest.
~ Each check or other transfer otfunds issued by the Paying Agent to
pay the Redemption Price of Sel ies 1995 Bonds beinCl redeemed shall
bear the CUSIP number or numb~rs of such Series 1995 Bonds and
identify the payt\ents applicabl J to each CUSIP number. All Series
1995 Bonds which have been r<<.deemed shall be cancelled by the
Registrar an~ shall not be reissued.
SZCfIOJI 17. FORM OJ' SERIES 1995 BOWS. 'ine text of the
Seri.. 1995 Bonds shall be 1n substantially the fol.t~ owing form with
nch OIIissions, insertions and variations as ma 'Y be necessary
and/or desirable and approved tr' the Chairman or thc~ Clerk prior to
the issuance thereof (which acessity and/or d,sirability and
approval shall ~)8 presumed ~ such officer's e:'l!cution of the
Seri.. 1995 Bon'!s and the Couty' s delivery of . he Series 1995
Bonds to the purchaser or purc} 1,1sers thereof):
JUN 2 0 1995
12
UJrI'fBD IDH.I CW AXDICA
snD CW J'I.OJtIDA
COLLID counr, :rr.oJlIDA
aoAD ~ JlDOXDUCI R&vUlJ.I BOJID,
SDIU 1..5
';
%ntare.t
Rate
Maturity
Date
Date of
original Issue
COSIP
.
"
.
,
'-.
.~iatered Bolder:
.~: ..
. ,.,"'~': Principal AIIou..'1t:
~. ~/:_'__jc'+v-:'<__~._,
"j;:
,;' i
Collier County, Plorida, a political 8ubdivia..on of the state
of Florida (th. -county.), for value received, helaby promises to
pay, solely frca th. Gas Tax" (as defined in A:he hereinafter
d..cribecS Resolution), to the )\ eqistered Holder it,ttntified above,
'OJ: regiatered assigns as her.intl tter provided, on tne Maturity Date
identified above, the Principa1 Alaount identified ,',bove and to pay
inter.at on auch Principal AJaoutt from the Date or Oriqinal I.sue
identified abov~ or froa the . at recent interest payment date to
'Vbich intereat l,as been paid at the Interest Rat. identified above
on Deceaber 1 ard June 1 of each year commencing December 1, 1995
'until .uch Principal AJaount shall have been paid, except as the
proviaions hereinafter set forth with respect to Jtldemption prior
:,to ..turity uy be or become applicable hereto.
SUch Principal Amount and .il'lterest and the preI~ium, if any, on
this Bond are payable in any cc . n or currency of tb t United States
of Aaerica which, on the respecl. Lve dates of payJrlen;: thereOf, shall
be leqal tender 'for the payment of public and privi 'te debts. Such
,Principal AJloun'G and the pra -lUJI, if any, on '('his Bond, are
payable, upon presentation and . unender hereof, at the desiqnated
:corporate trust office of "
J',', , as Paying Agent. Payment of each installment of
. intereat shall ~ aade to the Person in whose name l:his Bond shall
r~~~ ~ regiatered on the reqistration boots of the Count~, maintained by
'." . -, · , as R~"'istrar, at the
olose of buaine;,a on the date which shall be the fifteenth day
.J (vbether or not'. a business d,IY) of the calendar month' next
\"'~l"ececling each interest paYJIent date and shall be paid by a check
~~~-.;:;"/'~ <
13
1001 l]eO 'AC.t. 85
i',l", .. ,
, 's
::,,~i~
i,'\"
':1
'.,.,
.,..1
.:;;
:~;- ,
:'\1l
l'f~
~
"
or draft of SUl~ Payinq Aqent mailed to such Regietered Holder at
the address api'.arinq on sucb reqistration books or, at the request
and expense of such Registered Holder, by bank wire transfer tor
,the account of such Holder.
'l'bi. Bond is one of an authorized issue of Bonds in the
aqqreqat. pri~~ipal amount of $ (the "Bonds") of like
date, tenor anG effect, except .. to reqistered h~lder, principal
AIIOUnt, aaturity date, interest rate, denoJDinat!.,on and number,
i.ned to ref\; ,ld cartain outstandinq indebtadnesm of the County
under the authority ot and in ft.ll cOJD:)liance with Lhe Constitution
and laws of the State of Florid,!, particularly Chap :er 125, Florida
Statutes, 8ect:'c,.na 206.60, 206.87 and 336.021, Florida statutes,
and other appl:cable provisionh of law (collectivf:ly, the "Act"),
and Resolution No. 80-114 of tJ.e County adopted OJ; June 10, 1980,
a. aaended and supplemented (~. -ReSOlution"), aJi~ is subject to
all the teras ~nd conditions o~ the Resolution.
Thi. Bond and the interest hereon are payable froJD and secured
by a lien upon and a pledge of the Gas Taxes (as detined in the
ReSOlution).
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLl ER OF THIS BOND
THAT THE FULL FA 1TH AND CREDIT C F THE COUNTY, THE S' ATE OF FLORIDA,
OR AMY POLITICAL SUBDIVISION O~ AGENCY THEREOF, AR:~ NOT PLEDGED TO
'1'HB PAYMENT OF THE PRINCIPAL or, PREMIUM, IF ANY, AND INTEREST ON
THIS BOND AND THAT SUCH HOLD~R SHALL NEVER HAvr:: THE RIGHT TO
REQUIRE OR COMPEL THE EXERCISE .)P ANY TAXING POWEU OF THE COUNTY,
'1'HB STATE OF FLORIDA, OR AHl POLITICAL SUBDIVISION OR AGENCY
THEREOF, TO THE PAYMENT OF SUlK PRIHCIPAL, PREMIUM, IF ANY, AND
INTEREST. T""rlIS BOND AND THE OBLIGATION EVIDENCED HEREBY SHALL NOT
CONSTITUTE A LIEN UPON ANY PROPERTY OF THE COtNTY, BUT SHALL
CONSTITUTE A LIEN ONLY ON, AND SHALL BE PAYABLE E OLELY FROM, THE
GAS TAXES. THE COUNTY MAY ISSUE ADDITIONAL OBLIGJ1':~IONS ON PARITY
WITH THE BONDS IN ACCORDANCE WITH THE TERMS OF THI RESOLUTION.
Neither the members of th Board of County C.~issioners of
the COunty nor ttny Person eXf~l:utinq th1s Bond t. .,all be liable
personally here'"jn or be subj. ':t to any person2.. liability or
accountability by reason ot tht issuance hereof.
The County has established a book-entJ~Y system of
reqi.tration for the Bonds. Except as specifi :ally provided
otherwise in the ReSOlution, an agent will hold this Bond on behalf
of the beneficia , owner hereof. By acceptance of a '7:onf irmation of
purchas., delivc';:y or transfer, the beneticial owner ot this Bond
&ball be deeJDed:o have agreed t~ such arrangement.
The transfer of this Bond 1. registrable in accordance with
'tile teras of the Resolution only upon the books of I.. he County kept
for tha~ purpose at the designated corporate trust office ot the
Registrar by thf' Reg istered He Ider hereof in pel'son or by his
attorney duly authorized in writing, upon the surl:,ender of this
14
..
Bond together "ith a written instrument of transfer satisfactory to
the RecJistrar duly executed by the Registered Holder or his
attorney duly authorized in writing, and thereupon a new Bond or
Bonda in the sa.. agqregate principal amount shall be issued to the
,. tranafere. in exchange therefor, and upon the payment of the
charqes, if an~(, therein prescribed. For every f.;uch exchange or
registration OJ~ transfer, the County or the Registrar may make a
Charge sufficient to reimburse it for any tax, fee, expense or
other governae' 'ta 1 charge requJ red to be paid with respect to such
exchanqe or re:Jistration of tr,lnsfer. The Bonds are issuable in
the lona of fully registered Bords. "!'he County, t Ie Registrar and
any Paying Age.lt aay treat th~ Registered Holder of this Bond as
the abtlolute (>~mer hereof for all purposes, whet \ler or not this
Bond .hall be /'.werdue, and sha.'.1 not: be affected by any notice to
the contrary. The County and the Reqistrar shall :i'ot be obligated
to u.ke any e"ehanqe or tranaf'.lr of the Bonds dUl in9 the fifteen
(15) day. next preceding an interest: payment date or, in the case
of any proposed redemption of the Bonds, then, for the Bonds
.ubject to redemption, durinq the fifteen (15) days next preceding
the date of the first mailing of notice of such redemption and
continuing until the redemption date.
(INSERT REDEJ..~ION PROVISIONS)
RecSeaption of this Bond u~'.~er the preceding paragraphs shall
be aade as provided in the Re. tlution upon notice given by first
class aail sent 4t least th1rt~ (30) days prior to the redemption
date to the Registered Holder hereof at the address shown on the
registration books mainta1ned by the Registrar; provided, however,
that failure to mail notice to the Registered Holde." hereof, or any
defect therein, shall not affect the validity of ~:he proceedings
for recSaption of other Bonds as to which no such f,\ilure or defect
bas occurred. In the event that less than the full principal
..ount hereof shall have been c: \led for redemption. the Registered
Holder hereof sh:tll surrender t.lis Bond in eXchang( for one or more
Bonds in an ag~iregate princip:',l amount equal to the unredeemed
portion of princ;ipal, as provi..ftd in the Resolutic.:l.
The County made various a.~ndments to the Resolution pursuant
to its Resolution Ho. aClopted on _, 1995. Such
. ..endaents include a provision perm1tting th~ issuance of
Mctitional Parit.y Obligations (as defined in the rtesolution) for
refunding purpe lea without certifying as to co','erage of debt
.ervice on Obli~' ttions (as defined in the Resolutie n) from the Gas
~ Taxe..
Reference to the Resolution and any and a II resolutions
.upple..ntal thereto and modifi-:ations and amendments thereof and
to the Act i. made for a description of the pledg'.'; and covenants
..curing this BOI.d, the nature, lJanner and extent ot: enforcement ot
111;
.uCb pledge ann covenants, and the rights, duties, immunities and
ob1i9a~ion. of ~he county.
It i. hereby certified and recited that all acts, conditions
and thinqs re.{Uired to exi.t, to happen and to be performed
precedent to ar.K! in the is.uance of this Bond, exis'~, have happened
and have been perfoned, in r8CJU1ar and due fo:t'1U and time as
required by the 1avs and C:Ons~itu~ion of the state of Florida
'applicable the. -.to, and that the issuance of the Bonds does not
violate any constitutional or .t~t~~ory 1imitationu or provisions.
, ':$::~~':'<;":;?
This Bond shall not be:V~'lid or become obl.;.gatory for any
purpo.e until '{he certificate' (",f authentication he.reon shall have
"bean signed by the Registrar.
D WIDEBI 1t1lDEOr, the. Board of County C.J1lUDissioners of
Collier County, Florida has i_dUed ~his Bond and has caused the
.... to be executed by the aanual or facsimile signature of its
Chairaan and by the manual or facsimile signature of the Clerk of
.the Board of County C01IIJDissioners and its off! ~ial seal or a
;r fac.iaile thereof to be affixed or reproduced here( 1, all as of the
Date of original Issue.
,! 'LLlER COtJ'JiTY, PLOl~ [DA
.
t.oairman
Clerk
JUN 2 0 _
CBRTIl'lCAT. OJ' A1JDJDr.r%CATIO.
Thi. Bond is one of the Bones. of the Issue describacS in the
itbin-..ntiont'.d Resolution.
.'
i..eqiatrar
8y:
Authorized Siqnatory
It'
BOOK 0110 PAGE 89
>-
~
17
JUN 2 0 IS!
s.
"h'",t'
Unl.ss tJd.. certiticate i." pre.ented by an authorized
repre.entativ. of The Depo.itory Trust company to the County or
ita agent for r.gistration of transfer, exchange or payment, and
any certificate i.sued is registered in the name of Cede , Co. or
'neb other nu.. as requasteeS by the authorized representative of
The Depo.itory Tru.t Company anet any payment is made to Cede' Co.,
In TRANSFER, l-LEDGE OR OTHER USB HEREOF.POR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereOf,
Cede , Co., ha'J an interest berein.
.as.:tGDD'1
WOJl vu,U1J IlZCZIVUJ, the undersigned sellu, assiqns and
.. trAMfer. unto
Insert SOcial Security or Ot1;er
Identifying Number ot Assignee
(Name and Addre.s ot As.ignee)
the within Bond and does ht~eby irr.vocably constitute and
appoint . , as attorneys to
register the transfer of the said Bond on the books kept for
"'. registration thereof with fu" 1 power of substitution in the
pr..i....
guaranteed:
.cnICBI Siqnat.ure JDust be
guaranteed by an insti tution
Vblcb is a participant in the
'Securitie. Transfer Agent
Medallion Program (STAMP) or
.i.llar program.
NOTICE: The signature to this
assignment must correspond with
the name of ~he Registered
Holder as it arpears upon the
face of the "ithin Bond in
every particular, without
al teration or enlargement or
any change wh~tever and the
Social Securi~y or other
identifying n~'aber of such
assignee must bl supplied.
,~
JUN"" '. ,.....~
, ". 2 0 1J95~
'.i;, i~,~~;~'t . '}d
ft. following pbbrevIationa, wen used. in the inscription on the
face or the vi'thin Bond, ahall be construed as though they vere
written out in full accordiD9 toapp11cabl. lavs or regulations:
j~ti~""';~,'~!.;';,,:, " '~'?:1?:,',;.If!'" " '
"'.
TEH - a. jC'int tenants vitb right of
.w:v;. vor.hlp and not: ,aa tenants
in c, DOn
(CUst. )
er unifora Transfers to Minors Act of
(Stat.l)
Additional abbreviations, 'y also be used th<<\lqh not in list
..
8ZCfIOJI 18. BOOX-DTJlY. Notwithstanding the provisions set
forth in Section 12 hereof, the Series 1995 ,Bonds shall be
. initially i..u~)d in the fona of a separate single certificated
fully reqisterrd Series 1995 Bond for each of the maturities of the
Serie. 1995 Bonds. Upon initial issuance, the ownership of each
such Sarie. 19~ 5 Bond shall be registered in the registration books
kept. by the R8f;,J istrar in the nu. of Cede , Co., at; nominee of The
Depo.itory Tru It Company ("OTC"). Except as pl'ovided in this
Section, all of the outstanding series 1995 30nds shall be
registered in~ne registration books kept by the registrar in the
nue of cecsa , Co., as n01line. "f OTC. As long as the Series 1995
,',- Bonds shall be registered in the name of Cede , c. '., all payments
of interest on the Series 1995 Bonds shall be mace by the Paying
Ac)ent. by checl or draft or b)\ vire transfer to Cede , Co., as
HoleSer of the .,i.ri.s 1995 BoncS.~,.
With res~.ct to Serie. 1995 Bonds reqlstered in the
registration !YAks kept by th..'eCJistrar in the naD [1 of Cede' co.,
as noainee of DTC, the County, the Registrar and the PayinCJ Agent
shall have no responsibility or obligation to any participant in
the ore book-entry program or to any indir~ct participant
(collectively, a "Participant-). Without limiting the immediately
precedinq sentence, the County, the Registrar and ,:he Paying Agent
shall have no r~sponsibility or obligation with re -;pect to (A) the
accuracy of the records of DTC, Cede' Co. or any .r'articipant with
. raspect to any ownership intere:lt on the Series 19S';; Bonds, (B) the
delivery to any Participant or ! ny other Person otl~er than a Series
1995 Bondholder, as shown in-he reqistration be ,;)ks kept by the
Registrar, of any notice with respect to the Serles 1995 Bonds,
includinq any i~otice. of redeJ )tion, or (C) the payment to any
Participant or any other P~rson, other than a Series 1995
Bondholder, as shown in the registration books kept by the
Registrar, of any amount with respect to principaJ of, redemption
pr_iUJI, if any, or interest on the Series 1995 BOI.ds. The County,
the Registrar and the Paying Agent may treat a~:d consider the
Person in whose name each Bond i. registered in 1:he registration
books kept by the Reg1strar a" the Holder and at1'iolute owner of
such Series 1995 Bond for th, purpose of paymen: of principal,
rade1lption preJ.,lum, if any, ,'.nd interest with :'espect to such
Series 1995 BonJ, for the purp,se of giving notic's of redemption
and other aatters with respe~ to such Series 19S5 Bond, for the
purpose ot registerinq transfe, s with respect to such Series 1995
Bond, and for all other purpcses whatsoever. The Paying Agent
shall pay all princ1pal of, redemption preJDiuJl, if any, and
interest on the Series 1995 Bonds only to or upon the order of the
respective Hold !rs, as shown in the registration b'7oks kept by the
Registrar, or their respective attorneys duly authorized in
writ.ing, as pre'i1ded herein al'd all such payments shall be valid
ancS affective to fully aat.isfy and discharge the County's
obllqations with respect to payment of principal, redemption
pr_iUJI, if any, and interest on the Series 199.5 Bonds to the
extent of the SUlD or sums so pa:ld. No Person other than a Holder,
a. shown in the registration l~ooks kept by the R,!qistrar, shall
20
n('tO Of)
f<
receive a cert1ficated Series 1995 Bond evidencing the obligation
of the County tl) uke payments of principal, redemption premium, if
any, and inter.at pursuant to the provisions hereof. Upon delivery
by DTC to the county ot written notice to the etfect that DTe has
deterained to ~ubstitute a new nominae in place of Cede' Co., and
.ubject to the provisions herein with respect to transfers during
the 15 day. ne~~ preceding an Interest Date or mailing of notice of
.....' .... redeaption, th,_ words -Cede , Co.. in the Resolutio'1 shall refer to
ii>,c;,"~! neb nev noair: ee ot DTC; and upon receipt of such notice, the
~f~:p~:> County shall ptOllptly deliver a copy of the same to the Registrar
~;~ and the Paying Agent.
",,,
,f~~'?
I. Upon (A) z.ceipt by the COimty o~ written not. .ce from DTe (i)
~ the eff.ct ~at a continuation of the requireuant that all of
\ the OUtatandin<; Seri.. 1995 BODl. be re9i.~.red in ':h. r.9ia~ra~ion
i boob k.pt by '~.h. R.gistrar in the noe of Cede , co., as nominee
I;~ of DTC, i. not in the best intele.t of the beneficilll owners of the
Ilt Series 1995 Bonds or (ii) to the effect that [)';'C is unable or
"", unwilling to discharge its r.sponsibilities ant: no substitute
~~0 depository willinq to undertake the functions of I)'l'C hereunder can
~li'
I be found which is willing and able to undertake such functions upon
~ reasonable and customary terms, or (B) determinatic, by the County,
~;, in it. sole discretion, that such book-entry 'Jnly system is
burdensoJle to the County, the Series 1995 Bonds shull no lonqer be
restricted to bQinq register.d in the r.gistratic:1 books kept by
the Registrar ir~ the name of c..... , Co., as nomineo of DTe, but may
be reqist.red in whatever name "r names Holders sha 11 designate, in
accordance with the provisions nereof. In such event, the County
shall issu. and the Registral shall authenticat-J, transfer and
exchange Series 1995 Bonds of :-.lke principal amount and maturity,
in denoaination~ of $5,000 or a ~ integral multiple thereof to the
Bolders th.reo'~ in accordance with the provisions of the
Resolution. The toregoing notwithstanding, until such time as
participation in the book-entry only system is dJscontinued, the
. provisions set forth in the Letter ot Representat.:i.on executed by
. tile County and the Registrar and delivered to r.'rc in order to
. induce DTC to act as securities depository tor '}:.he Series 1995
Bonds shall apply to the paymf t of principal of .1nd interest on
the Series 1995 Bonds.
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SEC'lIOR 19. APPLICATIO: ' OF SERIES 1995 BOK'I PROCEEDS. The
proceeds derived from the sale of the Series 1995 Bonds shall be
applied by the County simultanc .~usly with the deli"ery thereof as
follows:
CA) An am, unt equal to the accrued interest, .; f any, shall be
deposited to tht Sinking Fund and shall be used to '~ay interest on
the Series 1995 Bonds due on D~~ember 1, 1995.
(8) A sutticient amount of Series 1995 Bond proceeds,
together with other legally aVdllable moneys, shall be deposited
irrevocably in trust in an .sr.row deposit trust fund under the
teras and provisions ot the Escrow Deposit Agreeme!lt and shall be
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invested in Ftc'tteral Securities in the manner set forth in the
Escrow Deposit Agreement, which investments shall mature at such
~i..s and in "~ch amounts .. shall be sufficient, toqether with
cash deposits, to pay the principal of, redemption premium, if any,
and interest on the Refunded Bonds as the same mature and become
due and payabl.': or are redened prior to maturity.
(C) The 1811aining Series 1995 Bond proceeds r;;hall be applied
to the payaent of the pr81llium of any Municipal Bond Insurance
POlicy or poliries applicable to the Series 1995 Bnnds or reserves
.stablished th"refor and to t.he payment of costs and expenses
relating to tho issuance of thu Seri.s 1995 Bonds.
8ZCfIOJI 2~:. HAlfDATOay jlEJ)EKPTIOR OJ' TE1Ut: BOHDS. On a
parity with an I at the time m(,'."eys deposited in the Sinkinq Fund
are used for ~~e payment of principal and interest due and payable
on the Series 1995 Bonds during the current Fiscal Year pursuant to
the Resolution, such moneys sha ~l also be used to r.t!tire Term Bonds
through the payment ot AIlorti,ation Installments for Term Bonds
which shall become due and payable during such Fiscal Year.
The COUnty shall endeavor to purchase or rp'lee. Term Bonds
then outstanding at the most advantageous price .obtainable with
reasonable diligence, such price not to exceed the '~edemption Price
of such Tara Bonds which wou1t be payable on the next redemption
date to the registered owners o!' such Term Bonds it such Term Bonds
abould be called for redempti"tl on such date. 1/0 such purchase
ahall be ..de by the County w. ":hin the period of forty-five (45)
day. t..ediately preceding an~ payment date on which such Term
Bonds are sUbj':l.:t to call fOl redemption except from moneys in
excess of the arlounts set asidet or deposited for the redemption of
Tara Bonds. As soon as practicable after the 45th day preceding
the due date of any such Amortization Installment, ':he County shall
proceed to call for redemption on such due date, :IY giving notice
aa provided in the Resolution, such Term Bonds i~ such amount as
aba1l be necessary to complete the retirement of the unsatisfied
balance of such Amort1zat10n I"stallment.
8ZC1'IO. 21, PRELIMIHU ": OFJ'ICIAL 8TATEKEl. ~~. The use and
distribution of the preliminar Official Statement which shall be
in substantially the form att t,ched hereto as Exl-:1bit B, by the
Underwriter for the purpose of offering the Series 1995 Bonds for
.a1. i. hereby authorized and ratified. When complf::ted, the County
AdJIiniatrator is hereby authorized to deem the Pre1'c.minary Official
stateaent -final,- as of the date thereof, within the meaning of
paragraph (b)(ll of SEC Rule 15c2-12.
ezc.rIO. 22. OFFICIAL 8'tATEMD'I. SUbject in all respects to
the satisfactio.l of the conditions set forth in Section 6 hereof,
the for., terms and provisions ~f the Official Statement, relatinq
to the Series 1995 Bonds, shall be substantially ,1S set forth in
the Pre1i.inary Official Stat_lint. The Chairman and the Clerk are
bereby authorize d and directed 1'.0 execute and de1ivnr said Official
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State.ent in tbe name and on behalf ot the County, and thereupon to
cause such Off Lcial statement to be delivered tu the Underwriter
with such ch~nqes, a.en~nts, modifications, omissions and
additions as rsay be approved by said Chairman. Said Official
Stat...nt, including any such changes, amendments, modifications,
OIIissions and additions as approved by the Chairman, and the
inforaation cOi,tained therein are hereby authorized to be used in
~~nnection wit~ the sale of the Serie. 1995 Bonds to the public.
Execution by tt.. Chairman of the Official statement. shall be deemed
to be conclusive evidence of approval of such cha~ges.
SBClIOJI 21. UPOI1fTHJ,ft 01' PAYIXa AGElrI ABD REGISTRAR.
The County hereby designates ~'e Registrar and Paylnq Agent as the
RacJistrar and :~'ayinq Agent for ~~e series 1995 BonCt.. The Chairman
and the Clerk are hereby auth.~'rized to enter into any aqreement
which aay be ~.cessary to efte:t the transactions contemplated by
this Section 23 and the Resol'ltion.
.ECTIO. 2... AOTHORIZA~.IOR TO EXECOTB esCROW DEPOSIT
aGJlBEKER'l. The County hereby authorizes and directs the Chairman
and Clerk to execute an Escrow Deposit Agreeme~t (the "Escrow
Deposit Aqreement") and to deliver the Escrow Depo'lit Agreement to
the Escrow Agent, which is hereby appointed "s escrow aqent
thereunder (the "Escrow Agent"). All of the pll)visions of the
Escrow Deposit ,'greement when' xecuted and delivel"!d by the County
as authorized herein and wh'~n duly authorize'l, executed and
deliv.red by the Escrow Agent, flhall be deemed to be a part of this
supple.ental resolution as f\ l~ly and to the Sa:',8 extent as if
incorporated verbatim herein, and the Escrow Deposit Agreement
shall be in sUb::Jtantially the 1 )rm of the Escrow Deposit Aqreement
attached heretl) as Exhibit .:; with such changes, amendments,
~ifications, omissions and additions, includinq the date of such
Escrow Deposit Agre.ment, as may be approved be, the Chairman.
Execution by the Chairman of the Escrow Deposit A~ 't.eement shall be
d...ed to be conclusive evidence of approval of s~ch changes.
SEC1'IOX 25. 'l'RA!fSPER 0". HONEYS ABD ELIHIKA.TIOH OF RESERVB
SOBACCOuns. The Refunded Bon J will be refunded ~'~rOJD proceeds of
the S.ri.. 199! Bonds and fro.,' other legally ava ..lable moneys of
the County. Mor eys on deposit n the Sinking Fund '1stablished with
respect to the Refunded Bonds~hall be disposed 0:' as follows:
(A) Moneys on deposit il.. Reserve Subaccount~ A and Reserve
SUbaccount B, if any, 1n an amount equal to the max imuJD annual debt
..rvice for th 1 Series 1995 Bonds shall be reluoved from such
SUbaccounts ant' shall be retained in the Reserve .\ccount for the
benefit of the ~:eries 1995 Bon"'s.
(8) Exces.J moneys on de:;osit in Reserve Subaccount A and
Reserve Subaccount B, if any, ~hall be transferre4 to the escrow
deposit trust fund established under the Escrow Devosit Aqreement.
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ee) Any moneys remaining in the Sinking Fund after the
dispositions S4~.t forth in Sub.ections 25 (A) and (B) hereof shall be
transferred to the escrow deposit trust fund established under the
Eacrov Deposit Aqreement.
Si.ultane~Nsly with the disposition described in Subsection
25(8) hereof, 'eserve Subaccount A and Reserve Su~~ccount B shall
be eliainated.
SZCfI01I 2'.. Kl1JtICIPAL aOBD IRSURU1CB POLl ,:1' . Subj ect in
all respects to the sati.fact~on of the conditions set forth in
Section 6 hereof, and subject further to the Board's subsequent
approval of an',' modifications, changes, amendmenb. or supplements
required by th"1 Insurance C01IUD:.tment to be made to the Resolution,
the County her.by authorizes t he payment of the )'Jrincipal of and
interest on the Series 1995 1\onds to be insurer~ pursuant to a
Municipal Bonc;~ Insurance POll cy issued by the Insurer. Upon
satisfaction of the conditions contained in~he immediately
preceding sentence, the County Administrator is hereby authorized
to execute such documents and instruments necess~ry to cause the
Insurer to insure the Series 1995 Bonds.
szcr:I02I 27. Me LBftD OF RBPRESD'1'AT%ONS. Subject in all
respects to the satisfaction of the conditions set forth in Section
6 hereof, the County AdJDinistr.\ tor is hereby authcl:ized to execute
the DTC Letter of Representatic~, in substantially t.he form attached
hereto as Exhibit D.
SJ:CnOR 21. AHEBDKERT ~O SBCTI01f 13C OF '!'BB RBSOLUTION.
Section 13C of th~ Resolution is hereby amended to include a new
paragraph wl:ich shall read as follows:
ev) In the event any Additional Parity Obliqi :ions are issued
for the purpose of refunding any Obligations then ,)utstanding, the
conditions of Section 13C(2)(i) above shall not apply, provided
that the issuance of such Additional Parity Ok1liqations shall
result in a reduction of a9grf ate debt service.
SZC1'IOR 2 II . ADDITION C; )lEW SECTION 22 TO THB RESOLUTION.
The Resolution :LS hereby amende -:1 to include a new S)lction 22, which
shall read as follows:
SECTION 22. REBATE FUND. The County covenants and agrees
to establish wi~h a bank or trust company in the S~ate of Florida,
Which i. eligitle under the laws of such state to receive county
funds, a fund 1',0 be known a. the .Collier Count.', Florida Road
IlIprove.ent Rev.mue Bond Rebate Fund" (the "Rebate ..rund"). Amounts
on deposit in t.ae Rebate Fund ld1all be held in trust by the County
and used solely to make requ ;,red rebates to the United States
(except to the extent the sa.e may be transferred to the County)
and the holders of Obligations ~hall have no right to have the same
applied for deb": service on the Obligations. ro\:" any series of
Obligations for which the rebate requirements of SL~ction 148 (f) of
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, (A) aaki;"\C1 a determination in accordance wi tl; the Code ot the
I'''if. c,..,i.i aaount requirec'1 to be deposited in the Rebate Fun~;
,l;1~:' (8) depo;.iting the amount deterllined in clauu (A) above into
~' '. the Rebate Fund;
I (e) payi/\q on the dates and in the manner required by the
Code to the Us'ited states Tr.~.ury from the Reba~e Fund and any
,:, other legally '"vailable moneys at the County such "lDIounts as shall
r~;;~"i; be required by the Code to be rebated to thc~ United states
1'~.tD'1're.-:; ::Ping euch records ot the determinatiolts made pursuant
~?~ ~o this Section 22 as shall be required by the Code, as well as
I.....:... . evidence of the fair .arket value of any investment 1 purchased with
m proceeds of the Obligations.
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the Internal I'evenue Code ot 1986, as amended, (inClUding all
United States Treasury requlations thereto, the .Code-) are
applicable, the County aqrees to undertake all actions required of
It in its arbitrage certificate related to such series ot
Obligations, inclUding, but not limited to:
The provis1ons of the abc-ve-described arbit::age certificate
aay be uaended without the COJI:Jent of any holder, credit bank or
insurer of Obl1gations from til~ I to time as shall be necessary, in
the opinion of bond counsel, t:, comply with the provisions of the
COde.
8ZCTIO. 3 f). ADDITIOll O,i" IJD 8BCTIO. 23 TO TBB RBSOLUTIOJl.
The Resolution :.s hereby amended to include a new Section 23, which
sball read as follows:
SECTION 23. FEDERAL INCOME TAX COVENANTS ,: TAXABLE BONDS.
(A) The County covenants with the holders of each series of
Obligations (other than taxable Obligations), that 1t shall not use
the proceeds of such series ( ~ Obligations in any manner which
vould cause th, interest on .... ch series of Obli,. ltions to be or
beCOJle includab le in gross in, /)lIe for purposes O' federal income
taxation.
(8) The County covenants with the holders of each series of
Obligations (other than taxable Obligations) that neither the
COUnty nor any Person under its control or directi~n will make any
us. of the pre ceeds of such series of Obligations (or amounts
de8lMld to be p'(,oceeds under the Code) in any maJ':',er which would
cau.. such serf':s of Obligation.I to be -arbitrage b)nds. within the
..aninq ot the Code and neith-er the County nor any other Person
shall do any act or tail to do any act which would cause the
lntere.t on such series of Obligations to beCO.,'t includable 1n
vros. incOJIe tor purposes of fr-deral incolDe taxat.ton.
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(C) The l:ounty hereby covenants with the holders ot each
.eries of Obligltions (other than taxable Obligations) that it will
coaply with al~ provisions of the Code necessary to maintain the
exclusion of interest on the Obligations from gross income for
purpose. of fec'aral income taxation, including, in particular, the
payaent of any aaount required to be rebated to t~e u.s. Treasury
pursuant to tha: Code.
(D) The rounty may, if it so elects, issue on., or more series
of taxable Ob't.igations the intere.t on which j.B (or may be)
includable in the gros. income of th~ holder thereot tor federal
incOlMl taxatior. purpose., so lar:g as each Obligatio" of such series
states in the t ,ldy thereof that interest payable th1!reOn is (or may
be) subject ~,.J federal incOlD'" taxation and prclvided that the
issuance ther~of will not csuse the interest on any other
Obligations thp.retotore issued' ,ereunder to be or bttcome subject to
federal incOJle taxation. The covenants set fortfl in paragraphs
(A), (B) and (e) above shall no~ apply to any taxal,le Obligations.
SzcrI01I 31. RATIFICATION BY BOARD. The Bo \rd shall rat.ify
by .ubsequent resolution all actions of the Coun.l Administrator
.'f relating to the determination of the final t.erms ard details of the
Series 1995 Bonds so long as ell of t.he conditic:1S set forth in
Section 6 hereof are satisfi,..:S. To the extenf. the Insurance
C~i taent requires any modi~" ications, changes, amendments or
suppl_ents to the Resoluti011, the Board shall, in i t.s sole
discretion, approve such modi ~~ications, changes amendments or
.uppl..enta by subsequent re~olution so long as all of the
conditions set f~rth in Sectioi 6 hereof are satisfied.
Szc.rIOJI 32. SECOJIDUY HARKft DISCLOSURB. The County hereby
covenants and agrees that, in order t.o provide fer compliance by
the County with the secondary market disclosure l~equirements of
Rule 15c2-12 of the Securit.y and Exchange Commissi'.)n (the "Rule"),
it will comply with and carry out all of the pruvisions of the
Cont.inuing Disclosure Certific:~e to be exocuted b~~ the County and
dated the date ~f delivery of ne Series 1995 Bon':s, as it may be
a.ended froa tiLl" to time in ac' ,rdance with the te :ms thereof (the
-Disclosure Cer:lficate"). ~l Disclosure Certi"icate shall be
SUbstantially ln the form atta hed hereto as Exhi:,it E with such
changes, amendment s , modi fica ( 10ns, omissions and additions as
.hall be approved by the Co~nty Administrator who is hereby
authorized to execute and deliver such Certificate.
Not.withstanding any other provislon of the Resolution, failure of
the County t.o cc mply with such Disclosure Certificf,te shall not be
considered an " vent of defaul~ under the Resolu ;ion; provided,
bowever, any SeJ les 1995 Bondholder may take sucb actions as may be
nece.aary and al'propriate, including seeking mandate or specific
perforaanc8 by court order, t.o ~ause the County to comply with its
obligations under this Section 33.
SZCfIOR 33. GElfBRAL AU'!'tORITY. Subject in all respects to
~e satisfaction of the conditions in Section 6 hereof, the
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.zcnOJl :~'5. UJ'ZC!lV. 1)1.1'.. This Resolution shall become
.ffe=ive l-ecfiately upon ita adoption; provided modifications to
the Re~lution shall take ettect siault&neously with the issuance
of the Seri.. :;,995 Bond..
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>>&aBED ~, ADOPTED in regular ....ion this 2cth day ot June,
tt5.
UOUD 01' COtT.l'.rl C>>OaSSIOB.us OF
"~OLLID COUII'!I, I'LOJ'.IDA
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Board of County
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~~.. ~ty Attorney "7
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