Resolution 1985-107
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RESOLtrrION NO. 85-107
" fr!T -4 A9:S5 .
A RESOLUTION AUTHORIZING 1WE ~SUANCE
OF NOT EXCEEDING $29,625,000 CAPITAL
IMPROVEYoENT REVEnUE REFUNDIB&I .~Il'AH
SERIES 1985, OF THE COUNTY T S
THE COST OF REFUNDING CERTAIN Fl
OBLIGATIONS OF THE COUNTY, PROVIDING
FOR THE RIGHTS OF THE HOLDERS OF SUCH
BONDS; PROVIDING FOR THE PAYMENT THEREOF;
MAKING CERTAIN OTHER COVENANTS AND
AGREEMENTS IN CONNECTION WITH THE ISSUANCE
OF SUCB BONDS, AND PROVIDING AN EFFECTIVE
DATE.
"
BB I~ RBSOLVBD BY ~BB BOARD OF COOB~Y COKKISSIORBRS
or COLLIER COOlnl, FLORIDA,
SBC~IO. 1. AO'f'BORIft pop. 'fBIS RESOLO'1'IOB. This Resolution
is adopted pursuant to Chapter 125, Florida Statutes, as
amended and supplemented, and 80me Rule Ordinance No. 82-47,
duly enacted by the County on June 18, 1982, and other
applicable provisions of law.
SBC~IO. 2. DBFI.I~IO.S. The following terms shall
have the following meanings herein, unless the text otherwise
expressly requires. Words importing singular number shall
include the plural number in each case and vice versa,
and words importing persons ahal1 include firms and corporations.
-Accreted Valu.- shall mean, as of any date of computation
with respect to any Capital Ap~reciation 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 Buch 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
semiannually, plus, with respect to matters related to
the payment upon redemption or acceleration of the Capital
Appreciation Bonds, if such date of computation shall not
be an Interest Date, a portion of the difference between
the Accreted Value as of the immediately preceding Interest
Date and the Accreted Value as of the immediate~y s~ceeding
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Interest Date, calculated based on the assumption that
Accreted Value accrues du:ing any semi-annual period in
equal daily amounts on the basis of a 360-day year.
-Act- shall mean Chapter 125, Florida Statutes, as
amended and supplemented, and Dome Rule Ordinance No. 82-47,
duly enact~d b1 the Board of 'County Commissioners of Collier
County on June 18, 1982, and other applicable provisions
of law.
\-
-Additional Parity Bona.- shall mean additional Bonds
issued in compliance with the terms, conditions and limitations
contained in Subsection 19(I) hereof which shall have an
equal lien on the Pledged Revenues and rank equally in
all respects with the 1985 Bonds initially issued hereunder.
-Aaortization Installaent-, with respect to any Term
Bonds of a Series, sball mean an amount so designated by
Supplemental Resolution which is established for the Term
Bonds of such Series.
- -Authorized In..at..nts- shall mean any of the fOllowing,
if and to the extent that the same are at the time legal
for investment of county funds:
(1) Direct obligations of, or obligations the principal
of and interest on which are unconCitionally guaranteed
by the Onited States of America, including obligations
issued or held in book entry form on the books of the
Department of the Treasury of the Onited States.
(2) Bonds, debentures, notes, participation certificates
or other evidences of indebtedness issued, or the principal
of and interest on which are unconditionally guaranteed,
by the Bank for Cooperatives, the Federal Intermediate
Credit Bank, the Federal Borne Loan Bank System, the Export-
Import Bank of the Onited States, the Federal Financing
Bank, the Federal Land Banks, the Governmental National
Mortgage Association or any other agency or instrumentality
of or corporation wholly owned by the Onited States of
luDerica.
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(3) Bank time deposits evidenced by certificates
of deposit, and bankers' acceptances, which are fully insured,
by the Federal Deposit Insurance Corporation or the Federal
Savings and Loan Insurance Corporation, or such deposits
issued by any bank, savings and loan association, trust
company or national banking association, provided that
.
such deposits arl secured by obligations described in paragraphs
(1) or (2) of this definition.
(4) Repurchaae agreements with any bank, trust company
or national banking association insured by the Federal
Deposit Insurance Corporation or with any government bond
dealer recognized as a primary dealer by the Federal Reserve
Bank of New York, which agreement is fully and continuously
secured by obligations described in paragraphs (1) or (2)
of this definition.
(5) Such other obligations as shall be permitted
to be legal investments of the ISSuer by t~e laws of the
State of Florida.
-Bond Aaortlzatlon Account- shall mean the separate
account in the Sinking Fund created pursuant to Subsection
19(C) hereof.
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-Bond Service Requlreaent- for any Bond Year, as to
the Bonds of any Series, shall mean the sum of:
(1) The amount required to pay the interest be~oming
due on the Bonds of such Series during such Bond Year,
except to the extent that such interest shall have been
provided by payments into the Sinking Fund out of Bond
proceeds for a specified period of ~ime.
(2) The amount required to pay the principal of Series
Bonds of such Series maturing in such Bond Year.
(3) The Amortization Installment for the Term Bonds
of such Series for such Bond Year. In computing the Bond
Service RequJrement for any Bono Year for the Bonds of
any Series, the Issuer shall assume that an amount of the
Term Bonds of such Series equal to the Amortization Installment
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for the Term Bonds of auch Seriea for auch Bond Year will
be retired by purchase or redemption in such Bond Year. .
When determining the amount of principal of and interest
on the Bonds of any Series which matures in any Bond Year,
the stated maturity date of Term Bonds shall be disregarded,
and the Amortization Installment, if any, applicable to
Term Bonds in such Bond Year shall be deemed to mature
in such year. In computing such Bond Service Requirement
for any future period, any Variable Rate Bonds shall be
deemed to bear interest at all times to the maturity thereof
at a constant rate of interest equal to either the rate
borne by such Variable Rate Bonds on the date they were
issued plus one-half of the difference between such rate
and the Maximum Interest Rate or the actual rate of interest
borne by Buch Variable Rate Bonds on such date of calculation,
whichever is higher.
-Bond Year- shall mean the twelve-month period commencing
on October 1 and ending on the following September 30.
-Bonds- ~hall mean the 1985 Bonds, together with any
Additional Parity Bonds hereafter issued under the terms,
conditions and limitations contained herein.
-Capital Appreciation Bonds- shall mean those Bonds
so designated by Supplemental Resolution of the Issuer,
which may be either Serial Bonds or T~~m Bonds and which
shall bear interest compounded periodically payable at
maturity or redemption.
-Chair.an- shall mean the Chairman 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.
-Clerk- shall mean the Clerk of the Circuit Court
for Collier County, ex-officio Clerk of the Board of County
Commissioners of the Issuer, or such other person as may
be duly authori~ed to act on his or her behalf.
-Constraction Pund- shall mean the fund created pursuant
to Section IS hereof.
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-Cost of tbe Project-, in addition to the items set
forth in the plans and specifications therefor, may include, .
but need not be limited to, the acquisition of any lands,
rights of ways or interest therein or any other properties
deemed necessary or convenient therefor I engineering, legal
and financing expenses, expenses for estimates of costs
and of revenu'9, expenses for plans, specifications and
surveys, the fees of fiscal agents, financial advisors
or conSUltants, initial working capital and reserves therefor,
operating costa incurred during constructionl administrative
expenses relating solely to the construction and acquisition
of the Project, the capitalization of interest during the
construction period and for a reasonable period thereafter,
the creation and establishment of reasonable reserves for
debt service, the cost of issuance of the Bonds; repayment
of interim advances and indebtedness I and such other costs
and expenses as may be necessary or incidental to the financing
herein authorized and the construction and acquisition
of the Project and the placing of same in operating.
-County Representative- shall mean (1) such qualified
and recognized consulting engineers, other consultants
and architects haVing a favorable reputation from time
to time retained by the Issuer, or (2)" such qualified official
of the Issuer dUly designated, to perform the acts and
carry out the duties as herein provided r~r such conSUlting
engineers, consultants and architects.
-Bscrow Deposit Agreeaent- shall mean the Escrow Deposit
Agreement, dated as of the date of the 1985 Bonds, entered
into by and between the Issuer and Sun Bank, R.A., as escrow
hOlder, in connection with the refunding and payment of
the Refunded Bonds.
-Fiscal Year- shall mean the twelve-month period ending
on September 30 of each year, or otherwise as provided
by law or Suppleitentd ReSOlution.
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-Bolder of Bonds- or -Bondholders- or any similar
term shall mean any person who shall be the bearer or owner .
of any outstanding, unregistered Bond or Bonds registered
to bearer or the registered owner of any such Bond or Bonds
which shall at the time be registered other than to bearer.
In the event Bonds shall b~ maintained on a book-entry
basis, -Bolder of Bonds. or -Bondholders. Bhall mean any
person who shall bave purchased an ownership interest in
any Bond or Bonds through a nominee and whose intereat
shall be recorded by the Issuer or a paying agent, transfer
agent or such other entity appointed by the Issuer for
such purpose.
-Insurer- shall mean such entity as shall be in the
business of insuring or guaranteeing the payment of principal
of and interest on municipal securities and whose credit
is such that, at the time of any action or consent required
or permitted by the Insurer pursuant to the terms of this
Resolution, all municipal securities insured or guaranteed
by it are then rated, because of such insurance or guarantee,
in one of the two moat secure grades by one of the two
most widely nationally recognized rating agencie~ which
regularly rate the credit of municipal securities.
-Interest Account- shall mean the separate account
in the Sinking Fund created pursuant to Subsection 19(C)
hereof.
-Interest Date- shall mean 8uch date or dates as shall
be provided by Supplemental ReSOlution.
-Investment Barnings- shall mean all investment income
derived from investment of moneys in the Reserve Account
which shall be transferred to the Sinking Fund in accordance
with the terms of the Resolution.
-Issuer- shall mean Collier County, Florida.
-Kaziaua Bond Servic. Requir.aent- shall mean, as
of any particular date of calculation, the greatest amount
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of aggregate Bond Service Requirements for all of the outstanding
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Bonds for the then current or any future Bond Year.
-Kaxi.a. IDterest Rate- shall mean, with respect to
any particular Variable Rate Bonds, a numerical rate of
interest, whicb shall be set forth in the Supplemental
Resolution of tbe Issuer delineating the details of such
Bonds, that shall be the maximum rate of interest such
Bonds may at any particular time bear.
-1985 BODds- shall mean the Issuer's Capital Improvement
Revenue Refunding Bonds, Series 1985, autborized pursuant
to the provisions hereof.
.ObligatioDs of the United State. of Aaeric.. shall
mean direct obligation thereof, obligations of Public Bousing
Autborities or obligations of the several agencies of the
Onited States of America which, in the opinion of the Attorney
General of the Onited States, are full faith and credit
obligations thereof.
. -P1edg~4 R.veDae~. Ihlll mean the the Sales Tax Revenues
and Investment Earnings.
-Project- shall mean, cOllectively, expansion, construction,
equipping and furnishing of the Issuer's Criminal Justice
Center and administrative office faCilities, tue acquisition
of land for future expansion of the Criminal Justice Center
and other Issuer bUildings, all in the area of the Issuer's
existing governmental complex and conversion of the Issuer's
Immokalee Jail Center into facilities for residential tre~tment
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of alcoholics, as more particularly described in the plans
and specifications on file or to be on file with the Issuer.
.Project. shall include such future repairs, replacements,
additions and improvements to the Issuer's facilities as
mAy be provided by Supplemental ReSOlution.
.Refanded Bonds. shall mean the Issuer's $23,845,000
Capital I~provement Revenue Bonds, Series 1982, dated October I,
1982.
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-.efunded BOnd. Re.o1u~lon- shall mean the Issuer's
Resolution No. R. 82-111, adopted on August 2, 1982, as .
amended and ~upplemented, wbich authorized the issuance
of the Refunded Bonds.
-Registrar- shall mean such entity or person as the
Issuer shall appoint pursuant to this Resolution and all
successors and assigns thereto.
-.e..r.e ACCount- shall mean the separate account
in the Sinking Fund created pursuant to Subsection 19(C)
hereof.
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-Resolution- shall mean this resolution and ~ll Supplemental
Resolutions which may be hereafter duly adopted by the
Issuer.
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.Sale. ~az Pund- shall mean the fund created pursuant
to Subsection 19(A) hereof.
.Sales ~ax Revenue.- sball mean the proceeds of the
local government half-cent sales tax, as defined and described
in,' and distributed to the Issuer under Part VI, Chapter
218, Florida Statutes.
.Serial Bonds- shall mean tbe Bonds of a Series which
shall be stated to mature in annual installments.
-Series- shall mean all the Bonds delivered on original
issuance in a simultaneous transaction and identified pursuant
to Section 6 hereof or a Supplemental ReSOlution autborizing
the issuance by the Issuer of such Bonds as a separate
series, regardless of variations in maturity, interest
rate or other provisions.
-Sinting Fund- shall mean the fund created pursuant
to Subsection 19(C) hereof.
-Supplemental Resolution- shall mean any resolution
of the Issuer amending or supplementing this Resolution
adopted and becoming effective in accordance with the provisions
of Sections 24, 25 and 26 hereof.
-~er. Bonds- shall mean the Bonds of a Series all
of which shall be stated to mature on one date and which
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shall be subject to mandatory redemption by operation of
the Bond Amortization Fund.
.Variable Rate Bond.. shall mean Bonds issued with
a variable, adjustable, convertible or other similar rate
which is not fixed in percentage for the entire term thereof
at the date of issue.
SBC~IOR 3. PIRDIBGS. It is hereby ascertained, determined
and declared:
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A. That the Issuer has heretofore delivered and
has now outstanding and unpaid the Refunded Bonds issued
for the purpose of acquiring, constructing and installing
the Project as authorized by the Refunded Bonds Resolution.
B. That the Pledged Revenues are not encumbered
in any manner for the payment of principal of and interest
on the Refunded Bonds.
C. That there is hereby authorized the payment of
the Refunded Bonds in the manner as provided by this Resolution.
Such payment will effect" a reduction in the aggregate debt
service payments made by the Issuer.
D. That for the payment of said Refunded Bonds,
the Issuer shall, as provided herein, deposit part of the
proceeds derived from the sale of the 1985 Bonds in a special
escrow deposit fund which, together with other moneys deposited
therein, shall be sufficient, at the ti~e of such deposit,
to pay and refund the Refunded Bonds as the same become
du~ and payable or are redeemed prio~ to maturity, as provided
in this Resolution and the Escrow Deposit Agreement.
E. That it is deemed necessary and desirable to
pledge the Pledged Revenues to the payment of the principal
of, redemption premium, if any, and interest on ,the Bonds.
F. That the principal of, redemption premium, if
any, and interest on the Bonds and all required Sinking
Fund, Reserve Account and other payments shall be payable
solely from the Pledged Revenues, as herein provided.
The Issuer shall never be required to levy ad valorem taxe.
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on any property therein to pay the principal of, redemption
pre~ium, if any, and interest on the Bonds or to make any
of the required Sinking Fund, Reserve Account or other
payments, or for the other purposes as provided herein,
and such Bonds shall not constitute a lien upon any property
of or in the Issuer.
SBC'I'IOR 4. AO'l'BORIIM'IOI or !'lIB PROJIC'r. The authorization
of the Project as provided in the Refunded Bonds Resolution
is hereby ratified.
SBC~IOR 5. ~BIS RBSOLO~IO. ~O cORSTI~OTB cO.~RAc~.
In consideration of the acceptance of the Bonds authorized
to be issued hereunder by those who shall hold the same
from time to time, this Resolution shall be deemed to be
and shall constitute a contract between the Issuer and
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such Bolders. The covenants and agreements herein set
forth to be performed by the Issuer shall be for the equal
benefit, protection and security of the legal Bolders of
any' and all of the Bonds, all of which shall be of equal
rank and without preference, priority or distinction of
any of the Bonds over any other thereof, except as expressly
provided therein and herein.
SBC~IO. 6. AO~BORIIA~IO. OF BORDS. This Resolution
hereby creates an issue of Bonds of the Issuer to be designated
as .Collier County, Florida Capital Improvement Re~enue
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 li~ited except as is or ~ay hereafter be provided
in this Resolution or as limited by the Act or by law.
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.
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Each Bond shall bear upon its face the designation so determined
for the Serie. to which it belongs.
The Bonds shall bear interest at not exceeding the
maximum rate or rates permitted by law, shall be payable
in lawful money of the United States of America at such
times, all as determined by Supplemental ReSOlution.
The Bonds shall be issued in such denominations and
such form, whether Coupon or registered, shall be dated
such date, shall bear such numbers, ahall be payable at
such place or places, shall contain such redemption provisions,
shall have such Registrar and/or paying agents, shall mature
in such years and amounts and the proceeds shall be use~
in such manner all as shall be determined by Supplemental
Resolution.
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SBc~IO. 7. DIScRIP~IO. OP 1985 BOBDS. A Series of
Bonds entitled to the benefit, protection and security
of this Resolution is hereby authorized in the aggregate
prirtcipal amount of net exceeding $29,625,000 for the principal
purpose of paying and refunding the Refunded Bonds. 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 Capital Improvement Revenue Refunding Bonds,
Series 1985-.
The 1985 Bonds shall be dated such date or dates as
shall be determined by Supplemental ReSOlution, shall bear
interest at a rate or rates not exceeding the maximum rate
permitted by law, shall be issued as fully registered Bonds,
numbered consecutively from one upward in order of maturity
with the prefix -R-, and shall consist of such amounts
of Serial Bonds, Term Bonds and Capital Appreciation Bonds,
shall be in such denominations, maturing in such years
and amounts, not exceeding 40 years from their date, sha~l
be payable in such place or places, shall contain such
redemption prOVisions, .hall be payable on such date or
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dates, and shall have such Registrar and/or paying agents
as the Issuer shall determine by Supplemental Resolution.
SBC~IOR 8. APPLICA~IO. OF 1'85 BORDS PROCBBDS. The
proceeds derived from the sale of the 1985 Bonds, including
accrued interest and premium, if any, shall simultaneously
with the delivery of the If85 Bonds to the purchaser or
purchasers thereof, be applied by the Issuer as follows:
A. Accrued interest shall be deposited in the Interest
Account and shall be used only for the purpose of paying
the interest which shall thereafter become due on the 1985
BondE.
B. A sufficient amount of 1985 Bond proceed~ shall
be deposited in the Reserve Account, whiCh, together with
any other moneys therein, shall be equal to the Maximum
Bond Service Requirement.
C. An amount of 1985 Bond proceeds shall be deposited
irrevocably in trust in the Issuer's escrow deposit fund
under the terms and proviB'ions of the Escrow Deposit Agreement.
Such moneys shall be invested in Obligations of the Onited
States of America in the manner set forth in the Escrow
Deposit Agreement, which investments shall mature at such
times and in such amounts as shall be sufficient to pay
the principal of, redemption premium, if any, and interest
on the Refunded Bonds as the same mat~re and become due
and payable or are redeemed prior to maturity.
D. To the extent not paid or reimbursed by the purchaser
or purchasers of the 1985 Bonds, all costs and expenses
in connection with the preparation, issuance and sale of
the 1985 Bonds, inCluding, without limitation, the .fees
and expenses of engineers, accountants, attorneys and financial
advisors, and the premiums for municipal bond insurance
pOlicies, shall be paid by the Issuer to those persons
who shall be entitled to receive ~he same.
E. The balance, if any, of the 1985 Bond proceeds
shall be deposited into the Construction Fund.
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SIC~IOR t. IXlcO~IOR or BORDS. The Bonds shall be
executed in the name of the Issuer by the Chair~an and.
attested by the Clerk, and its official seal or a facsimile
thereof shall be affixed thereto or reproduced thereon.
The facsimile signatures of such officer may be imprinted
or reproduced on the Bonds; In case any officer whose
signature shall appear on any Bond shall cease to be such
officer before the delivery or redelivery of such Bond,
luch signature or facsimile ahall nevertheless be valid
and sufficient for all purposes the sa~e as if he had remained
in office until such delivery or redelivery. Any Bond
may be signed and sealed on behalf of the I~suer by such
person who at the actual time of the execution of such
Bond shall hold the proper office with the Issuer, although
at the date of adoption of this Resolution such person
may not have held such office or may not have been so authorized.
Slc~IO. 10. AO~BB.~ICA~IO.. No Bond of any Series,
all the Bonds of which shall be fully registered, shall
be secured hereunder nor entitled to the benefit hereof
or shall be valid or obligatory for any purpose unless
there shall be manually endorsed on such Bond a certificate
of authentication by the Registrar. Such certificate on
any Bond shall be 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 15 hereof.
SBCTION 11. BONDS ROTILA~BD, DBSTROYBD, STOLIR OR
LOST. In case any Bond shall become mutilated, or be destroyed,
stolen or lost, the Issuer may in its discretion issue
and deliver a new Bond of like tenor as the Bond so mutilated,
destroyed, stolen or lost, in exchange and substitution
for such mutilated Bond upon surrender and cancellation
of such mutilated Bond or in lieu of and substitution for
the Bond destroyed, stolen or lost, and upon the Bolder
furnishing the Issuer proof of his ownership thereof and
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satisfactory in~emnity an~ complying with such other reasonable
regulations and conditions as the Issuer may prescribe'
and paying such expenses as the Issuer may incur. All
Bonds so surrendeI~1 shall be cancelled by the Registrar
for the Bonds. 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, upon being indemnified
as aforesaid, and if such Bonds be lost, stolen or destroyed,
without surrender thereof.
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Any such duplicate Bonds issued pursuant to this Section
11 shall constitute original, ad~itional contractual obligations
on the pa~t of the Issuer whether or ~ot the lost, stolen
or destroyed Bonds be at any time found by anyone, and
such duplicate Bonds shall be entitled to equal and proportionate
benefits and rights as to lien on the source and security
for payment from the Pledged Revenues to the same extent
as all other Bonds issued hereunder.
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BEC~ION 12. PROVISIORS POR RBDBKP~IO.. The Bonds
of each Series may be redeemable prior to their stated
dates of maturity, either in whole or in part, at such
times and upon such terms as shall be provided by Supplemental
ReSOlution.
Notice of such redemption (A) shall be filed with
the paying agents and Registrar of the B~ndsl and (B) shall
be mailed first class, postage prepaid, at least thirty
(30) days prior to the redemption date to all registered
owners of Bonds to be redeemed at their addresses as they
appear on the registration books hereinafter provided for.
-
Failure to mail notice to the Bolder. of the Bonds to he
redeemed, or any defe~t therein, shall not affect the proceedings
of redemption of such Bonds.
Any Bond which is to be redeemed only in part shall
be surrendered at any place of payment specified in the
notice of redemption (with due endorsement by, or written
instrument of transfer in form satisfactory to the Issuer
00019
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and the Registrar duly executed by the Bolder thereof or
his attorney duly authorized in writing) and the Isr.uer .
aball execute and cause to be authenticated, if necessary,
and delivered to tbe Bolder of such Bond without servi~e
charge, a new Bond or Bonds, of any authorized denomination
as requested by such Bolder in an aggregate principal amount
equal to and in exchange for tbe unredeemed portion of
the principal of the Bonds so surrendered.
SBc~IO. 13. I.~BRcBA.GBABILI~Y, .BGO~IABILI~Y ABD
~RANSPBR. Bonds, upon surrender thereof at the office
of the Registrar with a written instrument of transfer
satisfactory to the Regiatrar, dul~ executed by the registered
owner or his attorney duly authorized in writing, may,
at the option of the registered owner thereOf, be exchanged
for an equal aggregate principal amount of registered Bonds
of the .ame Serie. and maturity of any other authorized
denominations. The Registrar, in respect to each Series
of Bonds, shall act as registrar and transfer agent for
all Bonds of such Series.
Tbe Bonds issued under this Resolution shall be and
have all the qualities 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 the Bonds. So long as any of the Bonds shall remain
outstanding, the Issuer shall maintain and keep, at tbe
office of the Registrar, books for the registration and
transfer of Bonds, and, upon presentation thereof for such
purpose at said office, the Issuer shall register or cause
to be registered therein, and permit to be transferred
thereon, under such reasonable regulations as it or the
Registrar may prescribe, any Bond entitled to registration
or transfer.
.
.
\.
Each Bond shall be transferable only, upon the books
of the Issuer, at the office of the Registrar, by the registered
OOO-lO
15
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owner thereof in person or by his attorney duly authorized
in writing upon surrender thereof together with a written .
instrument of transfer satisfactory to the Registrar duly
executed by the r~gistered owner of his duly authorized
attorney. Opon the transfer of any such Bond, the Issuer
shall issue in the name of the transferee a new Bond or
Bonds of the same aggregate principal amount and Series
and maturity as the surrendered Bond.
The Issuer and any paying agent or fiduciary 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 ab801ut~ owner of such Bond, whether
such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal, redemption
premium, if any, and interest on such Bond and for all
other purposes, and all such payments .0 made to any such
registered owrer 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 ~he Issuer
nor any pp.ying agent or other fiduciary of the Issuer shall
be affected by any notice to the contrary. To assist the
Registrar for the Bonds, the Issuer, in its discretion,
may appoint one or more Co-Registrars for the Bonds of
any Series in the Resolution authorizing suc~ Bonds.
The Registrar, in respect to each Series of Bonds,
shall, in any case where it is not also the paying agent
in respect to such Series, forthwith (A) 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 reasonably
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
~
00U21
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registered Bond shall effect payment of interest on such
Bonds by mailing a check to the Bolder e~titled thereto .
or may, in lieu thereof, upon the request and at the expense
of such Bolder, transmit such payment by bank wire transfer
for the account of such Bolder.
In all cases in which'the privilege of exchanging
Bonds or transferring Bonds is exercised, the Issuer shall
execute and deliver Bonds in accordance with the provisions
of this Resolution. Execution of Bonde by the Chairman
and Clerk for purposes of exchanging, replacing or transferring
Bonds may occur at the time of the original delivery of
the Series of which such Bonds are a par~ of. All Bonds
surrendered in any such exchanges or transfers shall be
held by the Registrar in safekeeping until directed by
the Issuer to be cancelled by the Registrar. Por every
such exchange or transfer of Bonds, 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 trans~er. The Issuer
shall not be obligated to make any such exchange or transfer
of Bonds of any Series during the fifteen (15) days next
preceding an interest payment date on the Bonds of such
Series, or, in the case of any proposed redemption of Bonds
of such Series, then during the fift~en (15) days next
preceding the date of the first mailing of notice of such
redemption and continuing until such redemption date.
SEC~IOR 14. COOP OR BORDS. The Issuer, at its discretion,
may by Supplemental Resolution authorize the issuance of
coupon Bonds, registrable as to principal only or as to
both principal and interest. Such Supplemental Resolution
shall provide for the negotiability, tranSfer, interChangeability,
denominations and form of such Bonds and coupons appertaining
thereto.
SEc~IOR 15. FORK OF BONDS. The text of the Bonds,
except as otherwise provided pursuant to Section 14 hereof
17
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and except as to the form of Capital Appreciation Bonds
which shall be provided by Supplemental Resolution, shall .
be in sUbstantially the following form with such omissions,
insertions and variations as may be necessary and/or desirable
and approved by the Chairman or the Clerk prior to the
issuance thereof (which neceisity and/or desirability and
approval shall be presumed by such officer'. execution
of the Bonds and the Issuer's delivery of the Bonds to
the purchaser or purchasers thereof):
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Registered
No.
Registered
$
ORI~ED STM'ES or MERICA
S'l'A'rI OF rLORIDA
COLLIER COORT!
CAPI'1'AL IIIPROV'BPlEm RBVEROB BOND
SERIBS
,.
Interest
Rate
Maturity
Date
Date of
Original I..ue
COSIP
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,
,-
Registered Owners
Principal Amounts
~RO. ALL KBR BY ~BBSB PRBSB.~8, that Collier County,
Florida, a political subdivision of the State of Florida
(the -Issuer-), for va~ue received, hereby promises to
pay, solely from the special funds hereinafter described,
to the Registered Owner identified above, or registered
assigns as hereinafter providod, on the Maturity Date identified
above, the Principal Amount identified above and to pay
interest on such Principal Amount from the Date of Original
Issue identified above or from the most recent interest
payment date to which interest has been paid at the Interest
Rate per annum 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 maturity may
be or become applicable hereto.
Such Principal Amount and interest and the premium,
if any, on this Bond are payable in any coin or currency
of the United States of America which, on the respective
dates of payment thereOf, shall be legal tender for the 1~4
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payment of public and private debts. Such pri
and tbe premium, if any, on thia Bond, are pt
principal corporate trust office of
, as Paying Agent l
Payment of each installment of interest shaJ
tbe person in wbose name this Bond shall b(
on the registration books of the 'Issuer mair
Registrar, at the close of business on the datt
be the fifteenth day (whether or not a busir
preceding each interest payment date and sl
by a check of such Paying Agent mailed to St
owner at tbe address appearing on such regist
or, at the option of such Paying Agent, and,
and expense of such registered owner, by bank ~
for the account of such owner.
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.ipal Amount
sble at tbe.
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Registrar.
be made to
registered
lined by tbe
"hich shall "
is day) next
11 be paid
I registered
ltion books
the request
re transfer
the aggregate principal amount of $
This Bond is one of an authorized issu( of bonds in
:1e -Bonds-),
of like date, ten~r and effect, except as to nUl 3r, maturity,
redemption provisions and interest rate, iasu( to finance
the cost of
pursuant to the authority of and in full COI liance witb
the Constitution and Statutes of the Stat( of Florida,
including particularly Cbapter 125, Florida tatutes, as
amended and supplemented, 80me Rule Ordinanl No. ~2-47,
duly enacted by the Board of County Commis8ione: on June 18,
1982, and other applicable provisions of law, i ] Resolution
No.
, duly adopted by the Board of County )mmissloners
on
, as amended anI 3upplemented
terms and
(the -Resolution-), and is subject to all t
conditions of such Resolution.
This Bond is payable solely from and ecured by a
pledge of and a lien upon (1) the proceeds the local
government half-cent sales tax distributed the Issuer
pursuant to Part VI, Chapter 218, Florida Stutes, and
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(2) certain income derived from investment of moneys in
tbe Reserve Account established by tbe Resolution (collectively, I
the .Pledged Revenues.), all in the manner provided in
the Resolution.
This Bond does not constitute a general indebtedness
of the Issuer or a pledge of its full faith, credit or
taxing power within the meaning of any constitutional or
statutory provision or limitation, and it is expressly
agreed by the registered owner of this Bond that such owner
shall never have tbe rigbt to require or compel the exercise
of the ad valorem taxing power of the Issuer (1) for the
payment of the principal of, premium, if any, and interest
on this Bond, or (2) the making of any sinking fund, reserve
or other payments provided for in the Resolution.
It is further agreed between the Issuer and the registered
owner of this Bond that this Bond and the indebtedness
evidenced thereby shall not constitute a lien upon any
property of or in the Issuer, but shall constitute a lien
only on the Pledged Revenues in the manner provided in
the Resolution.
Reference is hereby made to the further provisions
of this Bond set forth on the reverse side bereof and such
further provisions shall for all purposes have the aame
effect as if set forth on the front side he~eof.
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.
IS WI~SBSS WHEREOF, Collier County, Florida, has issued
this Bond and has caused the same to be executed by the
manual or facsimile signature of its Chairman of the Board
of County Commissioners and attested by the manual or facsimile
signature of the Clerk of the Board of County Commissioners
and its corpor"te seal or a facsimile thereof to be affixed
21
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or reproduced hereon, all 8. of the first day of ,
19_.
COLLIER COOJl'1'!, PLORIDA
( SEAL)
Chairman, Board of County
Commissioners
ATTESTs
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"
Clerk, Board of County
Collllliblionen
00021
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[PROVISIONS ON REVERSE SIDE OF BOND)
This Bond is transferable in accordance with the terms
of the Resolution only upon the books of the Issuer kept
for that purpose at the principal office of the Registrar
by the registered owner bere~f in person or by his attorney
duly authorized in writing, upon the surrender of this
Bond with a written instrument of transfer satisfactory
to tbe Registrar duly executed by the registered owner
o~ his attorney duly authorized in writing, and thereupon
a new Bond or Bonds in the same aggregate principal amount
shall be issued t~ the transferee in exchange therefor,
and upon the payment of the charges, if any, therein prescribed.
~he 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 the Paying Agent
may treat the registered owner 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 contrary.
.
.
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[INSERT ~EMPTION PROVISIONS]
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Redemption of this Bond under the ~receding paragraphs
shall be made as provided in the Resolution upon notice
given by first class mail sent at least thirty (30) days
prior to the redemption date to the registered owner hereof
at the address shown on the registration books maintained
by the Registrar; provided, however, that failure to mail
notice to the registered owner hereof, or any defect therein,
shall not affect the validity of the proceedings for redemption
of this Bond. In the event that less than the full principal
amount hereof shall have been called for redemption, the
registered owner hereof shall surrender this Bond in exchange
for one or more Bonds in aggregate principal amount equlft){j~f\
23
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to tbe ,unredeemed portion of principal, as provided in
the Resolution.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen 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
of the State of Florida applicable thereto, and that the
issuance of tbe Bonds does not violate any constitutional
or statutory limitations or provisions.
This Bond, subject only to the provisions for registration
of transfer proyided herein and by the Resolution, i~ and
has all the qualities and incidents of a negotiable instrument
under the Oniform Commercial Code -- Investment Securities
of the State of Florida.
.
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ASSIGRKBN'l'
POR VALOB RBCBIVED, the Undersigned sells, assigns
and transfers unto
Insert Social Security or Other
Identifying Number of Assignee
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(Name and Address of Assignee>
the within Bond and does hereby irrevocably constitute
and appoint
to transfer
the said Bond on the books kept for registration thereof,
with full power of substitution in the premises.
DA1'BD,
a:71'ICZ, Signature(s) .ust b,e
guaranteed by a .ember firm
of the New York Stock Exchange
or a commercial bank or trust
company.
BO!7CZ, The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Bond in every particular
without alterat10n or enlargement
or any change whatever.
CERTIFICA'l'E OF AO'l'RBIi1'1'ICA'l'ION
This Bond is one of the Bonds of the issue described
in the within-mentioned ReSOlution.
Registrar
By:
Authorized Officer
00030
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8BC~IOR 1'. BORD8 .o~ DBB~ or I880Ba. The Bonds
ahall neither constitute general indebtedness of the Issuer #
nor a pledge of its full faith, credit or taxing power
within the meaning of any constitutional or statutory provision
or limitation, but shall be payable solely from and secured
by a lien upon and a pledge' of the Pledged Revenues as
herein provided. No Bolder or Bolders of any Bonds issued
hereunder shall ever have the right to require or compel ~
the exercise of the ad valorem taxing power of the Issuer
to pay such Bonds or the intereat thereon or to make any
Sinking Fund, Reserve Account or other payments provided
herein. The Bonds and the indebted~~ss ~videnced thereby
shall not constitute a lien upon the Project or on any
other property of or in the Issuer, but shall constitute
a lien only on the Pledged Revenues in the manner provided
herein.
SBC~ION 17. 8BCORI~Y POR BORDS. The payment of the
principal of, redemption'premium, if any, and interest
on the Bonds shall be secured equally and ratably by an
irrevocable lien on the Pledged Revenues superior to all
other liens or encumbrances on such Pledged Revenues. The
Issuer does hereby irr~vocably pledge such Pledged Revenues
to the payment of the principal of, redemption premium,
if any, and interest on the Bonds, for the reserves therefor
and for all other required payments hereunder.
SBC~IOB 18. CONS~ROCTIOR PURD. A fund in a bank
or trust company in the State of Florida, which is eligible
under the laws of such State to receive county funds, to
be known as the .Collier County, Florida Capital Improvement
Revenue Bonds Construction Fund,. is hereby created and
established, and shall be used only for payment of the
Cost of the Project. Moneys in the Construction Fund,
until applied in payment of any item of the Cost of the
Project in the mann~r h~rein8fter provided, shall be held
in trust by the Issuer and shall be subject to a lien and 00031
26
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charge in favor of the Boldera of the Bonds and for the
further security of such Boldera.
The Issuer covenants and agrees to commence and proceed
with completion of the Project with due diligence and all
practicable dispatch. If for any reason such proceeds
or any part thereof are not necessary for or are not applied
to the payment of such Cost, then'the unapplied proceeds
shall be deposited by the Issuer into the Reserve Account
in an amount equal to any deficiency therein and thereafter
the unapplied proceeds shall be deposited, at the discretion
of the Issuer, into the Interest Account or Principal Account
and applied to the payment of pr~ncipal of and interest
on the Bonds.
All income derived from investment of moneys in the
Construction Fund shall be retained in the Construction
Fund, provided, that upon certification by the County
Representative that the balance of funds on deposit and
a stated a~ount of inco~e to be received on investments
will be sufficient to pay all remaining Cost of the Proje~t
when due, the balance of such investment income shall be
deposited in the Sinking Fund as described in the preceding
paragraph.
All expenditures or diahursements from the Construction
Fund shall be made only after such expendituI~S or disbursements
shall have been approved in writing by the County Representative.
The date of completion of the Project shall be determined
by the County Representative who shall certjfy such fact
in writing to the governing body of the Issuer.
SBCTION 19. COVBNAN~S OF TBB ISSOER. For as long
as any of the principal of and interest on any of the Bonds
shall be outstanding and unpaid or until provision has
been made for such payment under Section 27 hereOf, the
Issuer covenants with the Holders of any and all Bonds
as follows:
27
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00032
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A. Sales Ta~ Pund. The I.luer covenants and agrees
to establish with a bank or trust company in t~e State'
of Florida, which il eligible under the lawI of luch State
to receive county funds, a fund to be known as the .Collier
County, Florida Capital Improvement Revenue Bond Sales
Tax Fund..
B. Asreement to Bold Sales Ta~ Fund. The Issuer
may enter into an agreement with luch banking institution
or trust company as it appoints by resolution to function
as Custodian for the Sales Tax Fund.
C. Sinkin9 Fund. The Issuer covenants and agrees
to establish with a bank ~r trust company in the State
of Florida, which is eligible under the laws of such State
to receive county fund., a fund to be known as the .Colller
County, Florida Capital Improvement Revenue Bond Sinking
Fund.. The Issuer shall maintain in the Sinking Fund four
accounts: the Interest Account, the Principal Account,
the" Bond Amortization and the Reserve Account.
D. Disposition of Revenues. The moneys in the Sales
Tax Fund shall be disposed of on or before the fifteenth
(15th) day of each month, commencing in the month immediately
fOllowing the delivery of any of the Bonds only in the
following manner and in the following order of priority:
(I) The Issuer shall deposit in the Interest Account
the sum which, together with Investment Earnings and with
moneys therein not theretofore allocated to supplement
any previous monthly deposit, will be sufficient to pay
one-sixth (1/6) of all interest becoming due on the Bonds
on the next semi-annual interest payment date. Moneys
in the Interest Account shall be used to pay interest on
the Bonds as and when the same shall become due, and for
no other purpose. All such payments, as provided above,
shall include an amount sufficient to pay the fees and
charges of the Registrars and the paying agents. Such
monthly payments shall be increased or decreased proportionately
:
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to the extent required to pay interest becoming due each
Bond Year, after ~aking allowance for the amounts of money, .
if any, which will be deposited in the Interest Account
out of proceeds from the sale of the Bonds, or which will
be on deposit therein from other sources.
(2) On a parity with the deposits under paragraph
(1) above the Issuer shall next deposit in the Principal
Account the sum which, together with Investment Earnings
and with moneys therein not theretofore allocated to supplement
any previous monthly deposit, will be sufficient to pay
one-twelfth (1/12) of all principal maturing on the Serial
Bonds on the next ma~urity date. Moneys in the Principal
Acco~nt shall be used to pay the principal of the Bonds
as and when the same shall mature, and for no other purpose.
SUch JnOnthly payJllCnts shall be increased or decreased proportionately
to the extent required to pay prinCipal becoming due each
Bond Year, after making allowance for the amounts of money,
if any, which will be on deposit in the PrinCipal Account.
(3) On a parity with the deposits under paragraphs
(1) and (2) above, the Issuer shall next deposit into the
Bond A~~rtization Account, if and to the extent required,
the sum which, together with Investment Earnings and with
moneys therein n~t theretofore allocated to supplement
any previous monthly deposit, will be l.ufficient t~ pay
one-twelfth (1/12) of the amount of the Amortization Installment
for Term Bonds which shall become due and payable during
the current Bond Year, plus one-twelfth (1/12) of the redemption
premium, if any, on such A~ortization Installment. Moneys
in such Bond Amortization Account shall be used to purchase
or redeem Term Bonds in the manner herein provided, and
for no other purpose.
(4) The Issuer shall next deposit into the Reserve
Account a sum ~ufficient to maintain therein an amount
.
.
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equal to the Maximum Bond Service Requirement. Any withdrawals
from the Reserve Account shall be subsequently restored
00034
29
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from the first Pledged Revenues available after all required
current paymentl for the Principal Account, the Interest'
Account and the Bond Amortization Account, including all
deficiencies for prior payments, have been made in full.
Moneys in the Reserve Account Ihall be used only for the
purpose of the payment of maturing principal of or interest
or Amortization Installments on the Bonds when the other
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moneys in the Sinking Fund are insufficient therefor, and
for no other purpose. However, whenever the moneys on
deposit in the Reserve Account exceed the Maximum Bond
Service Requirement, luch excess may be withdrawn and deposited
into the Prin~ipal Account, the Interest ACcount or the
Bond Amortization Account, at the discretion of the Issuer.
Opon the issuance of any Additional Parity Bondi under
the terms, limitations and conditions as herein provided,
the Issuer shall increase the sum required to be accumulated
and maintained on deposit in the Reserve Account to be
at ~east equal to the ~aximum Bond Service Requirement
on all outstanding Bonds and on the Additional Parity Bonds
becoming due in any ensuing &ond Year. Such required sum
may be paid in full or in part from the proceeds of such
Additional Parity Bonds or may be accumulated in equal
monthly payments in the Reserve Account over a periOd of
years, not to exceed three (3) years, from the date of
delivery of the issuance of Additional Parity Bonds, as
determined by the Supplemental. Resolution. In the event
moneys in the Reserve Account are accumulated as provided
above, the amount in said Reserve Account shall not be
less than fifty percent (50') of the Maximum Bond Service
Requirement on all Bonds outstanding.
Notwithstanding the foregoing provisions, in lieu
of the required deposits into the Reserve Account, the
Issuer may cause to be deposited into the Reserve Account
a surety bond or an insurance policy issued by a reputable (J~:3f)
and recognized insurer for the benefit of the Bondholders
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in an amount equal to the ditference between the Maximum
Bond Service Requirement and the sums then on deposit in .
the Reserve Account, if any, which surety bond or insurance
policy shall be payable (upon the giving of notice as required
thereunder) on any interest payment date on which a deficiency
exists which cannot he cured by funds in any other fund
or account held pursuant to this Resolution and available
for such purpose. The insurer providing such surety bond
or insurance policy shall be an insurer whose municipal
bond insurance policies insuring the payment, when due,
of the principal of and interest on municipal bond issues
results, in such issues being rated in the highest rating
category by either Standar~ , Poor's Corporation or Moody's
Investors Service, Inc., or their successors, or any insurer
who holds the highest policyholder rating accorded insurers
by A. M. Best' Company, or any comparable service. If
a disbursement is made from a surety bond or an insurance
policy provided pursuant" to this paragraph, the Issuer
shall either reinstate the maximum limits of such surety
bond or insurance policy immediately following such disbursement
or deposit into the Reserve Account from the Pledged Revenues,
as herein provided, funds in the amount of the disbursement
made under such policy, or a combination of such alternatives.
(5) Moneys held for the credit of the Bond Amortiz,ation
Account shall be applied to the retirement of the Term
Bonds as follows:
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(a) Subject to the provisions of subparagraph (b)
below, the Issuer shall endeavor to purchase or redeem
Term Bonds then outstanding, at the most advantageous price
obtainable with reasonable diligence, such price not to
exceed the principal of such Term Bonds plus the amount
of the redemption premium, if any, which would be payable
on the next redemption date to the Holders of such Term
Bonds if such term Bonds should be celled for redemption
on such date from moneys in the Bond Amortization Account.
00036
31
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The Issuer shall pay the interest accrued on such Term
Bonds to the date of re~emption or purchase thereof from .
the Interest Account and the purchase price from the Bond
Amortization Account, but no such purchase shall be made
by the Issuer within the period of forty-five (45) days
immediately preceding any interest payment date on which
such Term Bonds are subject to call for redemption except
from moneys in exce~s of the amounts set aside or deposited
for the redemption of Term Bonds. As soon as practicable
after the 45th day preceding the due date of any such Amortization
Installment, the Issuer shall proceed to call for redemption
on such due date, by giVing notice as provided in Section
12 hereof, Term Bonds of the Series and maturity for which
such Amortization Installment was established (except in
the case of Term Bonds maturing on an Amortization Installment
date) in such amount as shall be necessary to complete
the retirement of the unsatisfied balance of such Amortization
Installment.
(b) Moneys in the Bond Amortization Account shall
be applied by the Issuer in each Bond Year to the retirement
of the Term Bonds of each Series'to the extent of the Amortization
Installment, if any, for such Bond Year for the Term Bonds
of each such Series then outstanding, plus the applicable
redemption premium, and, if the amount available in,such
Bond Year shall not be sufficient therefor, then in proportion
to the Amortization Installment, if any, for such Bond
Year for the Term Bonds of each such Series then outstanding,
plus the applicable redemption premium.
~
(6) The balance of any Sales Tax Revenues remaining
in the Sales Tax Fund after the above required payments
have been made may be transferred to the General Fund of
the Issuer and be used for any lawful purpose.
(7) The Construction Fund, the Sales Tax Fund, the
Principal Account, the Interest Account, the Reserve Account,
the Bond Amortization Account and any other special funds
l){)(}~~
32
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or accounts herein established and created shall constitute
trust funds for the purposes provided herein for such funds,
or accounts. All such funds and accounts shall be continuously
secured in the manner by which the deposit of public funds
are authorized to be secured by the Laws of the State of
Florida. Moneys on depolit 'in the Construction Fund, the
Sales Tax Fund and the Sinking Fund, except for the Reserve
Account, may be invested and reinvested, to the extent
lawful, in Authorized Investments maturing not later than
the date on which the moneys therein will be needed. Moneys
on deposit in the Reserve Account may be invested and reinvested
only in such obli9ationa as provided in clauses (1) through
(4) of the definition of Authorized Investments, provided
they mature no later than ten (10) years from the date
of investment. Prior to the date of completion of the
Project, as certified by the County Representative pursuant
to Section 18 hereOf, any and all income received by the
Issuer from the investment of moneys in the Construction
Fund shall be retained in the Construction Fund, except
as otherwise provided in Section 18 hereof. After such
date of completion of the Project, any and all income received
by the ISEuer from the investment of moneys in any account
or fund created pursuant to this ReSOlution, except the
Reserve Account (to the extent the amoun~ therein is greater
than the Maximum Bond Service Requirement), shall be retained
in such respective fund or account. Any and all income
received by the Issuer from the investment of moneys in
the Reserve Account (to the extent the amount therein is
sreater than the Maximum Bond Service Requirement) shall
be deposited in such account of the Sinking Fund as shall
be determined by of the Issuer.
Except as p:ovided in Subsection 19(B) hereOf, the
cash required ;0 be accounted for in each of the foregoing
funds and accounts established herein ~ay be deposited
in a single bank account, and funds allocated to the various
33
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accounts 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 caSh on deposit therein-and such investments for
the various purposes of such funds and accounts as herein
provided.
The designation and establishment of the various funds
and accounts 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.
(8) The Issuer shall not be required to make any
further deposits to any account in the Sinking Fund when
the aggregate of the sums deposited in the several accounts
in the Sinking Fund equals or exceeds the aggregate principal
amount of all Bonds then outstanding and interest then
accrued thereon and which shall thereafter accrue thereon
to the maturity thereof.
E. Books and Recorda. The Issuer shall also keep
books and records of the'Pledged Revenues and the Bolder
or Bolders of not less than five per centum (S') of the
aggregate principal amount of the Bonds then outstanding
shall have the right at all reasonable times to inspect
all records, accounts and data of the Issuer relating thereto.
F. Annual Audit;. The Issuer shall, in accordance
with law, cause the bOOkS, records and accounts relating
to the total annual budget of the Issuer, including the
Pledged Revenues, to be properly audited by a recognized
independent firm of certified public accountants. A copy
of each annual audit shall regularly be furnished to such
rating agencies as may then have a rating published on
the Bonds and to the Bolder or Bolders of not less than
.
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00039
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five per centum (S') of the aggregate principal amount
of Bonds who shall have requested in writing that a copy.
of the audit be furnished them.
G. Operatin? BUdget. In accordance with law, the
Issuer .hall annually, preceding each of its Fi.cal Years,
prepere and adopt a detailed 'budget of the estimated revenues
and expenditures during such next succeeding Fiscal Year,
which budget may be amended from time to time in accordance
with law. The Issuer shall mail copies of its annual budget
to the Bolder or Bolders of not less than five per centum
(5') of the aggregate principal amount of Bonds who .hall
file their address with the Issuer and request in writing
that a copy be furnished and shall make such budget available
at all reasonable times to any Bolder of Bonds or to anyone
acting for and on behalf of such BOlder.
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B. Issuance of Other Obli9ations. The Issuer will
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not issue any other Obligations, except under ,the conditions
an~ in the manner provid'd herein, payable from the Pledged
Revenues or any portion thereOf, nor voluntarily create
or cause to be created any debt, lien, pledge, assignment,
encumbrance or other charge having priority to or being
on a parity with the lien of the Bonds and the interest
thereon upon the Pledged Revenues. Any other obligations
issued by the Issuer, in addition to the Bonds, which are
payable from the Pledged Revenues, shall contain an express
statement that such Obligations are junior and subordinate
in all respects to the Bonds herein authorized, as to lien
on and source and security for payment from the Pledged
Revenues.
I. Issuance of Additional Parity Bonds. No Additional
Parity Bonds, payable on a parity from the Pledged Revenues
with the 1985 Bonds shall be issued after the issuance
of any 1985 Bonds, except for (i) the construction ltn,l
acquisition of additional improvements and facilities of
the Issuer, (ii) completion of the Project, or (iii) refunding
00040
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Obligations aecured hereunder or obligations which are
subordinate thereto, and except upon the conditions and,
in the manner herein provided.
(1) There shall have been prepared and accepted by
the governing body of the Issuer a report by the County
Representative, which may De based in part on reports of
others as necessary, setting forth the established capital
costs of the proposed improvements and facilities, schedules
of construction and debt service, and the estimated annual
revenues from any revenue producing facilities proposed
to be constructed or acquired from the proceeds of the
Additional Parity Bonds.
(2) There shall have been obtained and filed with
the ~ssuer a certificate of an independent certified public
accountant of suitable experience and responsibility, (a)
stating that the books and records of the Issuer relating
to the collection and receipt of Pledged Revenues have
been audited by him, (b) setting forth the amount of Pledged
Revenues received by the Issuer for any twelve (12) consecutive
months within the eighteen (18) months immediately preceding
the date of delivery of such Additional Parity Bonds with
respect to which the certificate is made, and (c) stating
that the Pledged Revenues rec.ived by the Issuer for such
twelve (12) month period equals at le~st 1.35 times the
Maximum Bond Service Requirement on (i) all Bonds then
outstanding, and (ii) the Additional Parity Bonds with
respect to which the certificate is made.
(3) There shall have been prepared and filed with
the Issuer a certificate of the Clerk estimating tha~ the
~nnual budget of the Issuer for the current Fiscal Year
in which the Additional P~rity Bonds will be issued, adjusted
in ~ccordance with generDlly accepted accounting principles
and practices, will be sufficient to pay all expenses to
be incurred in the operation of the Issuer and to pay the
Maximum Bond Service Requirement becoming due on (i) all 000.11
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Bonds then outstanding, and (ii) the Additional Parity
Bonds with respect to which the certificate is made.
(4) For purposes of determining the tlaximum Bond
Service Requirement under this Subsection 19(I), the interest
rate on pari passu additional Variable Rate Bonds then
proposed to be issued shali be deemed to be the Maximum
Interest Rate.
(5) The Supplemental Resolution authorizing the ilsuance
of Additional Parity Bonds will recite that all of the
covenants herein contained will be applicable to the Additional
Parity Bonds.
(6) The Issuer shall not be in default in performing
any of the covenants and obligations assumed hereunder.
(7) Additional Parity 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 Parity Bonds inconsistent therewith) shall
be for the equal benefit, protection and security of the
holders of all Bonds issued pursuant to this Resolution.
All Bonds outstanding, regardless of the time or times
of their issuance, shall rank equally with respect to their
lien on the Pledged Revenues and their sources and security
for payment therefrom without preference of any Bonds over
any other.
(8) In the event any Additional Parity Bonds are
issued for the purpose of refunding any Bonds then outstanding,
the conditions of paragraphs (1) through (3) above shall
:
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not apply, provided that the issuance of such Additional
Parity Bonds shall result in a reduction of the aggregate
debt service payments of the Issuer. The conditions of
paragraphs (1) through (3) above shall apply to Additional
Bonds issued to payor refund junior or subordinate indebtedness.
(9) In the event that the total amount of 1985 Bonds
herein authorized to be issued are not issued silr.ultaneouS1Y'OOO,12
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luch 1985 Bondi which are lub.equently issued ,hall be
subject to the restrictions, conditions and limitations.
of this Subsection 19(1).
(10) The term .Additional' Parity Bonds. as used in
this SUbsection 19(I) shall include notes, certificates
and other obligations of the Issuer, in addition to Bonds.
J. Arbit.rage. The Issuer at all times while the
Bunda are outstanding will comply with the requirements
of Section l03(c) of the Internal Revenue Code of 1954,
as amended, and any valid and applicable rules and regulations
promulgated thereunder.
K. No Impairment.. The pledging of the Pledged Revenues
in the manner provided herein shall not be subject to repeal,
modification or impairment by any subsequent ordinance,
resolution or other proceedings of the governing body of
the Issuer.
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L. Entit.lement. to Salea 'l'a~ Revenuea. The Issuer
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will take all lawful action' necessary or required to continue
to entitle the Issuer to receive the Sales Tax Revenues
in the maximum amount provided by law and will take no
action which will impair or adversely affect its receipt
of Sales Tax Revenues.
SBC~IOB 20. BOBD ABTIClPA~IO. .OTBS. The Issuer
may issue notes in anticipation of the issuance of ~onds
which shall have such terms and details and be secured
in such manner, not inconsistent with this ReSOlution,
as shall be provided by resolution of the Issuer.
SBCTIOR 21. ~RARSFBR OP PONDS ABD ACCOOR~S. All
moneys or investments on deposit in the various funds and
accounts created and established by the Refunded Bonds
ReSOlution, upon the issuance and delivery of the 1985
Bonds herein authorized, shall be deposited in the fOllowing
mannerl
A. Amounts on deposit in the sinking fund established
under the Refunded Bonds ReSOlution, except an amount required
OOO~J3
38
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by clause (8) below to be ~eposited into the Escrow Fund
established by the Escrow Depo.it Agreement, .ba1l be used.
to purchase Obligations of th~ Onited States of America
which shall be deposited into tbe escrow deposit fund established
by the Escrow Deposit Agreement.
B. Amounts on deposit tn the reserve account established
by the Refunded Bondi Re.olution ..hall be deposited in
the EscrovFund established by the Escrow Deposit Agreement.
C. Amounts on deposit in the construction fund established
by the Refunded Bonds Resolution shall be deposited in
the Construction Fund.
II
SBC~IO. 22. BVBB~B OP DIFAOL~. The fOllowing events
shall each constitute an -Event of Default.-
A. Default shall be made in the payment of the principal
of, Amortization Installment, redemption premium, or interest
on any Bond or indebtedness lubordinated thereto when due.
B. There shall occur the dissolution or liquidation
of the Issuer, or the filing by the Issuer of a voluntary
petition in bankruptcy, or the commission by the Issuer
of any act of bankruptcy, or adjudication of the Issuer
as a bankrupt, or aSlignment by the Issuer for the benefit
of its creditors, or appointment of a receiver for the
Issuer, or tbe entry by the Issuer into an agreement of
composition with it. creditors, or the :pproval by a ~ourt
of competent jurisdiction or a petition applicable to the
Issuer in any proceeding for its reorganization instituted
under the provisions of the Federal Bankruptcy Act, as
amended, or under any similar 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 Reso]utic~ on the part of the Issuer to be performed,
and such default shall continue for a period of sixty (60)
days after notice thereof has been received by the Issuer.
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SIC~IOI 23. aIRIDI.S. Any Bolder of Bondi issued
under tbe provilionl of thi. Resolution or any trustee.
acting for such BondhOlder. may either at law or in eqUity,
by suit, action, mandamus or other proceedings in any court
of competent jurisdiction, protect and enforce any and
all rigbts under the Laws of fhe State of Florida, or granted
and contained in this Resolution, and may enforce and compel
the performance of all duties required by this ReSOlution
or by any applicable statutes to be performed by the Issuer
or by any officer tbereof.
The Bolder or Bolders of Bonds in an aggregate prinCipal
amount of not less than a majority of the Bonds then outstanding
may by a duly executed certificate in writing appoint a
trustee for Bolders of Bonds issued pursuant to this Resolution
with autbority to represent such Bondholders in any legal
proceedings for the enforcement and protection of the rights
of such Bondholders in any legal proceedings for the enforcement
and protection of the rirhts 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.
For purposes of this Section 23, an Insurer which
has made a payment of prinCipal of or interest on any Bond,
which the Issuer has defaulted in payment of, sb~ll be
considered the Bolder of such Bond.
.
.
.
SBC~IOR 24. SOPPLBKB~AL RESOLOTION WI!BOU! BORDBOLDBRSI
CONSER~. The Issuer, from time to time and at any time,
may adopt such Supplemental Resolutions as shall not be
inconsistent with the terms and proviSions hereof (which
Supplemental Resolution shall thereafter form a part hereOf)
for any of the fOllOWing purposes:
A. To cure any ambigUity or formal defect or omission
or to correct any inconsistent provisions in this ReSOlution,
as supplemented, or to clarify any matters or questions
arising hereunder.
OOO~5
40
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B. '1'0 grant to or confer upon the Bondholders any
additional right., remedie., 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 i.luance of Bondi under the provisions of this Resolution
other conditions, limitations and restrictions thereafter
to be observed.
D.
'1'0 add to the covenants and agreements of the
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.
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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.
altering, amending, adding to or reSCinding, in any particular,
any of th~ terms or provisions contained in this ReSOlution,
provided that nothing herein contained shall permit, or
be construed as permitting, (A) an extension of the maturity
of the principal of or the interest on any Bond issued
41
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hereunder, (B) reduction in the principal amount of any
Bond or the redemption premium or the rate of interest.
thereon, (C) the creation of a lien upon or a pledge of
other than the lien and pledge c~eated by this Resolution,
(D) a preference or priority of any Bond or Bonds over
any other Bond or Bonds, or (E) a reduction in the aggregate
principal amount of the Bonds required for consent to such
Supplemental Resolution. Any Supplemental Resolution which
is adopted in accordance with the provisions of this Section
25 shall also require the written consent of the Insurer
of any Bonds which are outstanding at the time such Supplemental
Resolution shall t.ake effect. Nothing herein c~ntained,
however, shall be construed as making necessary the approval
by Bondholders or th~ Insurer of the adoption of any Supplemental
Resolution as authorized in Section 24 hereof.
If at any time the Issuer shall determine that it
is necessary or desirable to adopt any Supplemental Resolution
for any of the purposes of this Section 25, the Clerk shall
cause notice of the proposed adoption of such Supplemental
Resolution to be mailed, postage prepaid, to the Bolders
of all Bonds at their addresses as they appear on the registration
books and to the Insurers, if any. Such notice shall briefly
Bet forth the nature of the proposed Supplemental ReSOlution
and shall state that copies thereof are on file at the
office of the Clerk 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 25 to be mailed and any
~
.
-
such failure shall not affect the validity of such Supplemental
Resolution when consented to and approved as provided in
this Section 25.
Whenever, within one year after the date of the first
mailing of scch notice, the Issuer s~all deliver to the
Clerk an instrument or instr~ment8 in writing purporting
to be executed by the Bolders of not less than two-thirds
ooo~~
42
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(2/3) in aggregate principal amount of the Bonds then outstanding
and all Insurers, which instrument or instruments shall.
refer to the proposed Supplemental Resolution described
in such notice and shall specifical~y consent to and approve
the adoption thereof in substantially the form of the copy
thereof referred to in sucn notice, thereupon, but not
otherwise, the Issuer may adopt such Supplemental Resolution
in substantially such form, without liability or responsibility
to any Bolder of any Bond, whether or not such Bolder shall
have consented thereto.
.
.
.
If the Boldera of not lesa than two-thirda (2/3) in
aggregate prinCipal amount of the Bonds ~utatanding at
the time of the adoption of 8uch Supplemental Resolution
shall have consented to and approved the adoption thereof
as herein provided, no Bolder 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.
Opon the adoption of any Supplemental Resolution pursuant
to the provisions of this Section 25, this Resolution shall
be deemed to be modified and amended in ~ccordance therewith,
and the respective rights, duties and obligations under
this Resolution of the Issuer and all Bolders o~ Bonds
then outstanding shall thereafter be determined, exercised
and enforced in all respects under the provisions of this
Resolution as so modified and amended.
SEC~IOR 26. AKBRDKEN~ WI~B CONSBRT OF IRSORBR ORLY.
If all of the Bonds outstanding hereunder are insured as
to payment of principal and interest by an Insurer or Insurers,
the Issuer may ~nact one or more Supplemental Resolutions
amending all or any part of Sections 18 and 19 with the
written consent of each Insurer ~nd the &cknowleog~.nt
00048
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by each Insurer that its insurance or guaranty policy will
remain in full force and effect. In such event, the consent.
of the Bolders of any Bonds shall not be necessary. The
foregoing right of amendment, however, does not apply to
any amendment to Subsection 19(J) hereof with respect to
the exemption of interest on said Bonds from Federal incoD.e
taxation nor may any such amendment deprive the Bolders
of any Bond of right to payment of the Bonds from, and
their lien on, the Pledged Revenues. Opon filing with
the Clerk of evidence of such consent of each Insurer as
aforesaid, the Issuer may adopt such Supplemental Resolution.
After the execution by the Issuer of such Supplemental
Resolution, notice thereof shall be mailed in the same
manner as notice of an amendment under Section 25 hereof.
:
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SBC~ION 27. DBFIASABCB. If the Issuer shall pay
or cause to be paid or there shall otherwise be paid to
the Bolders of all Bonds, the principal of, redemption
premium, if any, and interest due or to become due thereon,
at the times and in the manner stipulated therein and in
this Resolution, then the pledge of the Pledged Revenues,
and all covenants, agreements and other obligations of
the Issuer to the Bondholders, shall thereupon cease, terminate
and become void and be discharged and satisfied.
Any Bonds or interest installments ~ppertaining thereto,
whether at or prior to the maturity or redemption date
of such Bonds, shall be deemed to have been paid within
the meaning of this Section 27 if (A) in case any Buch
Bonds are to be redeemed prior to the maturity thereof,
there shall have been taken all action necessary to ~all
such Bonds for redemption and notice of such redemption
shall have been duly given or provision eLall have been
made for the giving of such notice, and (B) there shall
have been dep~sited in irrevocable trust with a banking
institution or trust company by or on behalf of the Issuer
either moneys in an amount which shall be sufficient, or
OOOLI'9
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Obligations of the United States of America, the principal
of and the interest on which when due will provide moneys .
which, together with the moneys, if any, deposited with
such bank or trust company at the same time shall be sufficient
to pay when the principal of, redemption premium, if applicable,
ana interest due and to bec~me due on said Bonds on and
prior to the redemption date or. maturity date thereof,
as the case may be. Except as hereinafter provided, neither
the Obligations of the United States of America or any
moneys so deposited with 8uch bank or trust company nor
any moneys received by such bank or trust company on account
of principal of, redemption premium, if applicable, or
interest on said Obligations of the Onited States of America
shall be withdrawn or used for any purpose other than,
and all such moneys shall be held in trust for and be applied
to, the payment, when due, of the principal of and redemption
premium, if applicable, of the Bonds for the payment or
redemption of which they'were deposited and the interest
accrued thereon to the date of maturity or redemption.
For purposes of determining whether Variable Rate
Bonds shall be deemed to have been paid prior to the maturity
or redemption date thereof, as the case may be, by the
deposit of moneys, or specified Obligations of the Onited
States of America and moneys, if any, in accordance with
this Section 27, the interest to come due on such Variable
Rate Bonds on or prior to the maturity or redemption date
thereof, as the case may be, shall be calculated at the
Maximum Interest Rate, provided, however, that if on any
date, as a result of such Variable Rate Bonds having borne
interest at less than the Maximum Interest Rate for any
period, the total amount of moneys and specified Obligations
of the Onited States of America on deposit for the payment
of interest on such Variable Rate Bonds is in excess of
.
.
II
the total amount which would have been required to be deposited
on such date in respect of such Variable Rate Bonds in
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45
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order to satisfy this Section 27, such elces. shall be
paid to the Issuer free and clear of any trust, lien, pledge ,
or assignment securing the Bond. or otherwise ezisting
under this Resolution.
Nothing herein shall be deemed to require tbe Issuer
to call any of the outstanding Bonds for redemption prior
to maturity pursuant to any applicable optional redemption
provisions, or to impair the discretion of the Issuer in
determining whetber to exercise any such option for early
redemption.
In the event that the principal of, redemption premium,
if any, and interest due on any Bonds sball be paid by
an Insurer or Insurers, the pledge of the Pledged Revenues
and all covenants, agreements and other obligations of
the Issuer to the Bondholders shall continue to exist and
such Insurer or Insurers shall be subrogated to the rights
of such BondhOlders.
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SBC~IOR 28. CAPI~AL APPRBCIA~IOR BORDS. por the
purposes of (A) receiVing payment of the principal of and
redemption premium, if any, if a Capital Appreciation Bond
is redeemed prior to maturity, or (B) receiVing payment
of a Capital Appreciation Bond if the principal of all
Bonds is declared immediately due and payable, or (C) computing
tbe amount of Bonds held by the Bolder of a Capital Appreciation
Bond in giving to the Issuer any notice, consent, request
or demand pursuant to this Resolution for any purpose Whatsoever,
the principal amount of a Capital Appreciation Bond shall
be deemed to be its Accreted Value.
SEC~IOR 29. SEVBRABILI~Y OP I.VALID PROVISIOBS.
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 ~ny reason whatsoever be held invalid, then
such covenants, agreements or provisions .hall be null
oueSt
46,
e
e
.nd 901d .nd .b.ll b. d....d ..parabl. fro. tb. r..a1a1ng
co..nant., .gr....nt. or proY1.1on. .nd .b.ll in'no w.y
.ff.ct tb. 9.11dity of .ny of the otb.r proY1'1on. b.r.of
or of the lond, i..u.d ber.under.
'ICIIOI 30. IIPIILIIG CLIOSI. All ordinanc.. Ind
",olution. or part. tber,of of the 1',U.f in conflict
with tb. fr091.iona bere1n contained ar., to the .at.nt
of ,uch conflict, her.by .uper..ded .nd r.ptal.d.
.ICIIOI 31. I"ICIIYI Dill. 'bi. I.aolution .bal~
.
take .ffeet lmmedi.tely upon lta .doptiun.
'bi, ...olutlon .dopt.d .ft.r aotion, leeond and roll
c.ll 90t. .. follov't
Chair.an Vo.. Aye
Co-balone r COOl5night Motioned and t;lye
COllllladon.r ..... Seconded and aye
Co_illioner .olland Aye
Co_ladoner 'btor Absent and not voting
Mn:Dt &prn 30, IUS.
MWID Clr COu.-n CCIDIIlSIoau
COLLlD COu~., rLOama
(/fA .
I,.d. iet ~ Cbalrau
Approvea as to fora
"'/l..'Udenc"
~~~*'~
Burt L. Saunders
Collier County Attorney
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