Resolution 1985-108
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RESOLOTIOR RO. 85-108
RESOLUTION SUPPLEMENTING A RESOIIMlqpT -4 A9:54'
ENTITLED -RESOLUTION AUTHORIZIN~~~
ISSUANCE BY THE COUNTY OF NOT EXCEEDING
$29,625,000 CAPITAL IMPROVEMENT REVDIUWU
REFUNDING BONDS, SERIES 1985 OF W S
COUNTY TO FINANCE THE COST OF REFUN T~Fl
CERTAIN OUTSTANDING OBLIGATIONS OF
THE COUNTY, PROVIDING FOR THE RIGHTS
OF THE HOLDERS OF SAID BONDS, PROVIDING
FOR THE PAYMENT THEREOF; MAKING CERTAIN
OTHER COVENANTS AND AGREEMENTS IN CONNECTION
WITH THE ISSUANCE OF SUCH BONDS, AND
PROVIDING AN EFFECTIVE DATE-, TO PROVIDE
CERTAIN TERMS AND DETAILS OF SAID BONDS,
INCLUDING AUTHORIZING A NEGOTIATED
SALE OF SAID BONDS AND THE EXECUTION
AND DELIVERY OF A CONTRACT OF PURCHASE
WITH RESPECT THERETO, AUTHORIZING THE
EXECUTION AND DELIVERY OP AN ESCROW
DEPOSIT AGREEMENT AND APPOINTING AN
ESCROW AGENT, AUTHORIZING THE EXECUTION
AND DE~IVERY OP A CUSTODY OF PUNDS
AGREEMENT AND APPOINTING A CUSTODIAN,
APPOINTING THE PAYING AGENT AND REGISTRAR
FOR SAID BONDS; AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A FINAL OFFICIAL
STATEMENT WITH RESPECT THERETO.
BE I~ RESOLVED BY ~BB BOARD or COUR~Y COMMISSIONERS
or COLLIER COO1ft'r, FLORIDAa
SEC~IOR 1. r1RDIBGS. It is hereby found and determined
that:
(A) On the date hereOf, the Boar~ of County Commissioners
of Collier County, Florida (the -ISsuer-), duly adopted
a resolution (the -Original Resolution-), the title of
which is quoted in the title of this supplemental resolution
for the purposes described therein, suthorizing, among
other things, the issuance of Capital Improvement Revenue
Refunding Bonds, Series 1985 (the -1985 Bonds-).
(B) Due to the present volatility of the market for
tax-exempt obligations such as the 1985 Bonds and the complexity
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of the transactions relating to such Bonds, it is in the
best interest of the Issuer to sell the 1985 Bonds by a
negotiated sale, allowing the Issuer to enter the market
at the most advantageous time, rather than at a specified
advertised date, thereby permitting the Issuer to obtain
the best possible price and interest rate for the 1985
Bonds. The Issuer acknowledges receipt of the information
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required by Section 218.385, Florida Statutes, in connection
with the negotiated sale of the 1985 Bonds. A copy of
the letter of the managing underwriters for said 1985 Bonds
containing the aforementioned information is attached hereto
as Exhibit A.
(C) Subsequent to the adoption of the Original Resolution,
William R. Hough & Co. and Merrilf Lynch Capital Markets
(the .Underwriters.), have offered to purchase the 1985
Bonds from the Issuer and has submitted a Contract of Purchase
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attached hereto as Exhibit B (the .Purchase Agreement.)
expressing the terms of such offer, and the Issuer does
hereby find and determine that it is in the best financial
interest of the Issuer that the terms expressed in the
Purchase Agreement be accepted by the Issuer.
(D) The Original Resolution provided that the 1985
Bonds shall mature on such dates and in such amounts, shall
bear such rates of interest, shall be payable in such places
and 'shall be subject to such redemption provisions as shall
be determined by supplemental resolution adopted by the
Issuer, and it is now appropriate tha~ the Issuer determine
such terms and ~etails.
SECTIOR 2. DEPIRI~IORS. When used in this supplemental
resolution, the terms defined in the Original Resolution
shall have the meanings'therein 8ta~ed, except as such
definitions shall be hereinafter amended.
SECTION 3. AUTBORI~ POR TBIS SUPPLEMBRTAL RESOLUTIOR.
This supplemental resolution is enacted pursuant to the
provisions of the Act and other applicable provisions of
law.
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SBCTION 4.
AD~BORIIATIOR ARD DBSCRIP~IOR or 1985
BONDS. The Issuer hereby determines to issue $29,625,000
1985 Bonds which is the total authorized issue of 1985
Bonds in accord~nce with Section 7 of the Original Resolution.
Said 1985 Bonds shall be dated May 1, 1985, shall be issued
in the form of fully registered Bonds in the denomination
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of $5,000 or any integral multiple thereof, shall bear
interest from May l, 1985, payable semi-annually, on October 1
and April 1 of each year, commencing on October l, 1985,
at such rates and maturing in such amounts on October 1
of such year as provided in Schedule I attached hereto.
SEC~IOR 5. REDEMP~IOR' PROVISIORS. The 1985 Bonds
maturing after October 1, 1993, other than the 1985 Bonds
maturing on October 1, 2012 (the .2012 Term Bonds.), are,
at the option of the Issuer, subject to redemption prior
to maturity in inverse order of maturity. Such 1985 Bonds
may be called, in whole on any date or in part on any interest
payment date, on or after October 1, 1993, and any such
redemption shall be made at the following redemption prices
(expressed below as a percentage of the principal amount
being redeemed) plus accrued interest to the redemption
date:
Period Durin9 Which Redeemed Redemption Price
October 1, 1993 to September -30, 1994 102'
October I, 1994 to September 30, 1995 101 1/2
October 1, 1995 to September 30, 1996 101
October 1, 1996 to September 30, 1997 100 1/2
October 1, 1997 and thereafter 100
If less than all such 1985 Bonds of a maturity are
called, the selection of such 1985 Bonds shall be by lot
in any customary manner of selection as designated by the
Issuer.
The 2012 Term Bonds are, at the option of the Issuer,
subject to redemption prior to maturity on and after October 1,
1989. The 2012 Term Bonds may be called, in whole on any
date or in part on any interest payment date, on or after
October 1, 1989, and any such redemption shall be made
lit. tl,e following redemption prices (expressed below as
it l'ercentbge of the principal amount being redeemed) plus
accrued interest to the redemption date:
Period Durin9 Which Redeemed
Redem~tion Price
October 1, 1989 t~ September 30, 1990
October 1, 1990 to September 30, 1991
October 1, 1991 and thereafter
101\
100 1/2
100
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If less than all the 2012 Term Bonds are called, the
selectjon of such 2012 Term Bonds to be redeemed shall
be by lot in any customary manner of selection as designated
by the Issuer.
The 1985 Bonds maturing on October 1, 2005, October 1,
2010 and October 1, 2012 shall be subject to mandatory
redemption as provided in Schedule II attached hereto.
SEC~IO. 6. SALE OP ~BE 1985 BORDS. The 1985 Bonds
shall be sold to the Underwriters pursuant to the Purchase
Agreement at the purchase price indicated in such Purchase
Agreement; all the terms and conditions set forth in said
Purchase Agreement being hereby approved. The Chairman
is here~y authorized and directed to execute said Purchase
Agreement and to deliver the same to the Underwriters.
SECTIOR 7. A~BORIIA~IOR OP B%BC~IOR OP ESCROW DBPOSI~
AGREEMERT. The Issuer hereby authorizes and directs the
Chairman to execute, and its Clerk to att~st under the
corporate seal of the Issuer, the Escrow Deposit Agreement
and to deliver the Escrow Deposit Agreement to Sun Bank,
N.A., Orlando, Florida (the .Escrow Ag~nt.), and does hereby
authorize and direct the execution, sealing and delivery
of the Escrow Deposit Agreement. All of the provisions
of the Escrow Deposit Agreement when executed and delivered
by the Issuer as authorized herein and when duly authorized,
executed and delivered by the Escrow Agent, shall be deemed
to be a part of this supplemental resolution as fully and
to the same extent as if incorporated verbatim herein,
and the Escrow Deposit Agreement shall be in substantially
the form of the Escrow Deposit Agreement attached hereto
as Exhibit C with such Changes, amendments, mOdifications,
omissions and additions, including the date of such Escrow
Deposit Agreement, as may be approved by said Chairman.
Execution by the Chairman of the Escrow Deposit Agreement
shall be deemet' to be conclusive evidence of approval of
such changes.
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SEC~IOR 8. AU~BORIIA~IOR or EXECU~IOR or CUS~ODY
or rUBDS AGRBEME~. The Issuer hereby authorizes and directs
the Chairman to ezecute, and its Clerk to attest under
the corporate seal of the Issuer, the Custody of Funds
Agreement and to deliver the Custody of Funds Agreement
to Sun Bank, N.A., Orlando, "Florida (the .Custodian.),
and does hereby authorize and direct the execution, sealing
and delivery of the Custody of Funds Agreement. All of
the provisions of the Custody of Funds Agreement when ezecuted
and delivered by the Issuer as authorized herein and when
duly authorized, executed and delivered by the CustOdian,
shall be deemed to be a part of this supplemental resolution
as fully and to the same extent as if incorporated verbatim
herein, and the Custody of Funds Agreement shall be in
substantially the form of the Custody of Funds Agreement
attached hereto as Exhibit 0 with such changes, amendments,
modifications, omissions and additions, including the date
of such Custody of Funds .Agreement, as may be approved
by said Chairman. Ezecution by the Chairman of the Custody
of Funds Agreement shall be deemed to be conclusive evidence
of approval of such changes.
SBCTIOR 9. OFPICIAL STATEMBR~. The form, terms and
provisions of the Official Statement, dated the date hereOf,
submitted to this meeting and attached hereto as Exhibit E,
relating to the 1985 Bonds, be and the same hereby are
approved with respect,to the information therein contained.
The Chairman and Clerk are hereby authorized and directed
to execute and deliver said Official Statement in the name
and on behalf of the Issuer, and thereupon to cause such
Official Statement to be delivered to the Underwriters
with such changes, amendments, omissions and additSonf.
as may be approved by the Chairman. Said Official Statement,
including any ~uch changes, amendments, mOdifications,
omissions and additions as approved by the Chairman, and
the information contained therein are hereby authorized
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to be used in connection with the sale of the 1985 Bonds
to the public. Execution by the Chairman of the Official
Statement shall be deemed to be conclusive evidence of
approval of such changes.
SBC~IOR 10. APPOINTMBRT or CDS~ODIAR, ESCROW AGBNT,
PAYIRG AGE~ ARC REGISTRAR. Sun Bank, N.A., whose principal
office is in Orlando, Florida, i8 hereby designated Registrar
and Paying Agent for the 1985 Bonds, Escrow Agent under
the Escrow Deposit Agreement, and Custodian under the Custody
of Funds Agreement. The Chairman and the Clerk are hereby
authorized to enter into any agreement which may be necessary
to effect the transactions contemplated by this Section 10.
SECTIOR 11. GERERAL ADTHORITY. The members of the
Board of County Commissioners, the Clerk and the officers,
attorneys and other agents or employees of the Issuer are
hereby authorized to do all acts and things required of
them by this supplemental resolution, the Original Resolution,
the ',Escrow Deposit Agreemeht, the Custody of Funds Agreement
or the Purchase Agreement, or desirable or consistent with
the requirements hereof or the Original Resolution, the
Escrow Deposit Agreement or the Purchase Agreement for
the full punctual and complete performance of all the terms,
covenants and agreements contained in the ~985 Bonds, this
supplemental resolution, the Escrow reposit Agreement,
the Custody of Funds Agreement and the Purchase Agreement,
including the execution of any documents or instruments
relating to insuring payment of the 1985 Bonds and to the
Official Statement, and each member, employee, attorney
and officer of the Issuer or the Board of County Commissioners
and the Clerk is her~by authQrized and directed to execute
and deliver any and all papers anu in~trument8 anc to be
and cause to be done any and all acts and things necessary
or proper for carry ins out the transactions con~emplated
hereunder.
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'IVII&.1~7 ..D I.VALID .1091'10.'.
'ICtlO. 12.
If anyone or aor. of tbe covenant., .vr.e.ent. 01 prov1110ns
b.r.in cont.in'~ Ih.ll b. bel~ contr.ry to any .apr...
provllion of l.w or contrary to tb. polley of ~apr'I' l.v,
tbougb not .apr...ly probibit.~, or av.in.t publlc polley,
or .b.ll for .ny r...on wh.tlo.v.r b. b.l~ inv.lid, th.n
.uch cov.n.nt., '9r"~.nts or provi.ions .hall b. null
an~ voi~ and .h.ll b. d.e~.~ I'parabl. fro~ tb. r.=alnlng
cov.nant., '9r'.~.nt. or provi.ion. and .hall in no w.y
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.ff.ct tb. validlty of any of tbe otb.r provlslon. b.r.of~
or of tb. 1'85 8onds.
'IC~IO. 13. OIIGI.AL aaSOLUYIO. ~ COaTlaol J. .0ICI.
.ac.pt a. her.ln .apre..ly provi~.d, the Orlgln.l a'lolution
aDd all the t.r.1 .nd provisionl th.r.of are and Iball
r...ln in full forc. and .ff.ct.
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'ICtIO. 1.. arPICtJYI DAYI. ~b1. luppl'.ental r..olut1on
Ib.ll b.eo.. .ff.etlv. i..~l.t.ly upon it. a~option.
~his ..solutlon adopted .ft.r .otlon, .econd and roll
c.ll vote.. followsl
ChI! r..n VOII Aye
COllllhl! one r Go0c5nlgbt Motioned and aye
CoIIlDhl!oner I.... Seconded and aye
COIIIlluloner BOlland Aye
Co_l..10ner PhtCi" Absent and not voting
~ this 30th day of Aprll, 1'85.
(StAL)
~ or COOJrn CXIDlllBIOIIDS
COLLI" COOJrn, rLOamA
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County Attorney
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COLLIER COUNTY. FLORIDA
PROF'OSED REFUNDING DEBT SERVICE
TARGET CALCULATION
DEeT SERVICE FROM 05/01/B:i
DATE PRINCIF'AL RATE INTEREST ANNUAL. D/S
10/01/8:i 50.000.00 4.750 1 ,089, 137 . ~O 1 , 139, 137 . ~O
10/01/8b 34:i,OOO.00 5.000 2,611,~:55.00 2,956,~:S5.00
10/01/87 3b5,OOO.00 ~.500 2,~94,305.00 2,9~9,305.00
10/01/88 38~,OOO.00 6.000 2,:i74,230.00 2,959,230.00
10/01/89 405,000.00 6.500 2,551,130.00 2,956,130.00
10/01/90 435,000.00 7.000 2,:524,805.00 2,959,805.00
10/01/91 465,000.00 7.250 2,494,355.00 2,959,355.00
10/01/92 500,000.00 7.500 2,460,642.:50 2,960,642.:50
10/01/93 :53:5,000.00 7.nSO 2,423,142.~0 2,958,142.:50 ;.
10/01/94 :57:5,000.00 8.000 2,381,680.00 2,9:5b,680.00
10/01/95 62:5,000.00 8.200 2,33:5,680.00 2,960,680.00
10/01/96 675,000.00 8.400 2,284,430.00 2,959,430.00
10/01/97 730,000.00 8.600 2,227,730.00 2,9:57,730.00
10/01/98 79~,OOO.OO 8.800 2,164,950.00 2,959,950.00
10/01/99 865,000.00 8.900 2,094,990.00 2,9:59,990.00
10/01/00 940,000.00 9.000 2,OI9,OO~.00 2,9:59,00:5.00
10/01/01 1,025,000.00 9.200 1,933,405.00 2,958,405.00
10/01/02 1,120,000.00 9.200 1,939,10S.00 2,t;':59,10~.00
10/01/03 1,22:5,000.00 9.200 1,736,06:5.00 2.961,065.00
10/01/04 1,335,000.00 9.200 1,623,365.00 2.959,36~.00
10/01/0S 1,460,000.00 9.200 1,:500,:54:5.00 2,960,:54:5.00
10/01/06 I,S9S,000.00 9.2S0 1,366,225.00 2.961,22S.OO
10/01/07 1,740,000.00 9.230 1,219,697.:50 2.9:59,697.50
10/01/09 1,900,000.00 9.2:30 I,OS7,737.50 2,9S7.737.:50
10/01/09 2,07:5,000.00 9.2:50 881,987. :50 2,9S6,987.~0
10/01/10 2,270,000.00 9.250 690,0:50.00 2,960,050.00
10/01111 2,480,000.00 9.2:50 480,075.00 2,960,075.00
10/01/12 "2,710,000.00 9.250 . 2:50,67S.00 2,960,67~.00
TOTAL 29 .62~ .Oc)O. 00 :51,408,690.00 81,033,690.00
ACCRUED THRU OS/29/8:5 203,30:5.e7 20:;,30:5.67
NET COST 51,205,384.33 90.830.384.33
AVERAGE COUPON 9.103
eOND YEARS 562,519.583
AVERAGE L.IFE 18.988
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SCHEDULE II
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The Term Bonds .aturinll on October I, 2005 shall be subject to mandatory
redemption prior to maturity. by lot in such manner as the Issuer shall deem to
be appropriate. at the redemption price of par plus interest accrued to the re-
demption date, on October I, 2001 and on each October 1 thereafter, in principal
amounts corresponding to the follo:"ing Amortization Installments and in the
years specified:
IInortizat1on haortization
.!!!!! Instal 1 IlIents !!!.!:! Installlllents
October I, 2001 1,025,000 October I, 2003 1,225,000
October 1. 2002 1.120.000 October I, 2004 1,335,000
October I, 2005 1,460,000
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The Term Bonds maturi n9 on October I, 2010 shall be subj ee t to mandatory
redemption prior to .atu~ity. by lot in such manner as the Issuer shall deem to
be appropriate. at the redemption price of par plus inter~st accrued to the re-
demption date. on October I, 2006 and on each October 1 thereafter, in principal
amounts corresponding to the fOllowing Amortization Installments and in the
years specified:
!!!.!:!
October I, 2006
October 1. 2007
October 1. 2008
Anlortization
Installments
1.595,000
1.740.000
1,900,000
Years
October '.2009
October 1. 2010
Amortization
Instal.1ments
2,075,000
2.270.000
The Term Bonds maturing on October I, 2012 shall be subject to mandatory
redemption prior to maturity. by lot in such manner as the Issuer shall deem to
be appropriate. at the redemption price of par plus accrued to the redemption
date. on October I, 2011 and on each October 1 thereafter. in principal amounts
corresponding to the following Amortization Installments and in the years speci-
fied:
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October 1. 2011
Amortization
Installments
2.480.000
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October I, 2012
Amortization
Installments
2,710,000