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Agenda 09/29/2009 Item #16C 5 Agenda Item No. 16C5 September 29, 2009 Page 1 of 38 EXECUTIVE SUMMARY Recommendation to 1) adopt a Supplemental Bond Resolution authorizing the Collier County Water-Sewer District ("District") to incur a fixed interest rate, bank- qualified tax-exempt term loan (the "Term Loan ") through the issuance of its Water and Sewer Refunding Revenue Bond, Series 2009 (the "Bond") in the amount not to exceed $12,000,000 in order to provide for the refunding of the District's outstanding Water and Sewer Refunding Revenue Bonds, Series 1999B, 2) approve JPMorgan Chase Bank, N.A. as the qualified financial institution to provide the Term Loan and purchase the Bond and 3) approve necessary budget amendments. OBJECTIVE: That the Board of County Commissioners, acting as the ex-officio Governing Board of Collier County Water-Sewer District: 1) adopt a Supplemental Bond -Resolution authorizing the Collier County Water-Sewer District ("District") to incur a fixed interest rate, bank-qualified tax-exempt term loan (the "Term Loan") through the issuance of its Water and Sewer Refunding Revenue Bond, Series 2009 (the "Bond") in the amount not to exceed $12,000,000 in order to provide for the refunding of the District's outstanding Water and Sewer Refunding Revenue Bonds, Series 1999B, 2) approve JPMorgan Chase Bank, N.A. , as the qualified [mancial institution to provide the Term Loan and purchase the Bond and 3) approve necessary budget amendments. CONSIDERA TIONS: In 1999, the District issued $22,855,000 of Water and Sewer Refunding Revenue Bonds, Series 1999B. The Series 1999B Bonds were issued to provide funds to refund all the District's current outstanding Water and Sewer Revenue Bonds, series 1991. The Bonds have interest rates ranging from 4.5% to 5.125% and have a [mal maturity of July 1,2016. As part of the periodic evaluation of the debt portfolio to obtain favorable net present value savings in a declining interest rate environment, an analysis of all long term debt was perfornled. The analysis indicated that at then estimated interest rates, debt service savings of approximately $413,000 (net of all issuance costs) could be generated by refunding the Series 1999B Bonds. This equals 3.61 % of the $11,450,000 par amount of Series 1999B Bonds to be refunded. This analysis was discussed extensively and was unanimously approved by the Finance COlmnittee. After the Finance Committee's approval, staff issued an Invitation to Bid (ITB# 09-5314 which was publicly advertised on September 2, 2009. Notices were sent to 85 [mancial institutions and 22 institutions downloaded full packages. Seven responses were received on the due date of September 11,2009. JP Morgan Chase Bank, N.A. ("Chase") came in as the lowest interest bid at 2.97%. FISCAL IMP ACT: At the proposed interest rate set forth in the proposal of Chase, the net present value savings would be approximately $600,000 (net of all issuance costs) which is approximately 5.24% of the par amount of the Series 1999B Bonds to be refunded. This equates to approximately $95,000 annual debt service savings through the I Agenda Item No. 16C5 September 29, 2009 Page 2 of 38 July 1, 2016 maturity date. However, pursuant to Chase's proposal, the actual interest rate cannot be locked in until September 28, 2009. On such date, the District and its professional consultants will determine with Chase the actual interest rate for the Term Loan based upon the criteria set forth in Chase's proposal. Staff will inform the Board at the meeting on September 29,2009 as to the actual interest rate and final net present value debt service savings. LEGAL CONSIDERATIONS: No legal issues are raised by this item, which is ready for Board action. This is a regular matter requiring simple majority vote. - JBW GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact. RECOMMENDATION: That the Board of County Commissioners, acting as the ex- officio Governing Board of Collier County Water-Sewer District: 1) adopt a Supplemental Bond Resolution authorizing the Collier County Water-Sewer District ("District") to incur a fixed interest rate,-bank-qualified tax-exempt term loan (the "Term Loan") through the issuance of its Water and Sewer Refunding Revenue Bond, Series 2009 (the "Bond") in the amount not to exceed $12,000,000 in order to provide for the refunding of the District's outstanding Water and Sewer Refunding Revenue Bonds, Series 1999B, 2) approve JPMorgan Chase Bank, N.A. as the qualified financial institution to provide the Term Loan and purchase the Bond and 3) approve necessary budget amendments. PREPARED BY: Bala M. Sridhar, Senior Management & Budget Analyst, Public U tiliti es-Operati ons Page 1 of 1 Agenda Item No. 16C5 September 29, 2009 Page 3 of 38 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: 16C5 Item Summary: Recommendation to 1) adopt a Supplemental Bond Resolution authorizing the Collier County Water-Sewer District (District) to incur a fixed interest rate, bank-qualified tax-exempt term loan (the "Term Loan") through the issuance of its Water and Sewer Refunding Revenue Bond, Series 2009 (the Bond) in the amount not to exceed $12,000,000 in order to provide for the refunding of the Districts outstanding Water and Sewer Refunding Revenue Bonds, Series 1999B, 2) approve JPMorgan Chase Bank, N.A. as the qualified financial institution to provide the Term Loan and purchase the Bond and 3) approve necessary budget amendments. Meeting Date: 9/29/20099:00:00 AM Approved By - Thomas Wides Operations Director Date Public Utilities Public Utilities Operations 9/18/20098:11 AM Approved By James W. Delony Public Utilities Administrator Date Public Utilities Public Utilities Administration 9/18/20098:12 AM Approved By OMB Coordinator OMB Coordinator Date County Manager's Office Office of Management & Budget 9/22/20094:11 PM Approved By Jeff Klatzkow County Attorney Date County Attorney County Attorney Office 9/22/2009 4:23 PM Approved By John A. Yonkosky Director of the Office of Management Date I County Manager's Office Office of Management & Budget 9/22/20094:39 PM Approved By Leo E. Ochs, Jr. Deputy County Manager Date Board of County County Manager's Office 9/22/2009 6:02 PM Commissioners tile://C:\Agendatest\export\135-September 29,2009\16. CONSENT AGENDA\16C. PUBLI... 9/23/2009 ---- Agenda Item No. 16C5 September 29, 2009 Page 4 of 38 RESOLUTION NO. CWS- A RESOLUTION SUPPLEMENTING RESOLUTION NO. CWS-85-13 IN CERTAIN RESPECTS, WHICH RESOLUTION NO. CWS-85-I3, AMONG OTHER THINGS, RESTATED RESOLUTION NO. CWS-85-5 IN ITS ENTIRETY AND AUTHORIZED THE ISSUANCE BY THE COLLIER COUNTY WATER-SEWER DISTRICT OF WATER AND SEWER REVENUE BONDS FROM TIME TO TIME; AUTHORIZING THE CURRENT REFUNDING OF THE COLLIER COUNTY WATER-SEWER DISTRICT WATER AND SEWER REFUNDING REVENUE BONDS, SERIES 1999B; AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $12,000,000 AGGREGATE PRINCIPAL AMOUNT OF COLLIER COUNTY WATER-SEWER DISTRICT WATER AND SEWER REFUNDING REVENUE BOND, SERIES 2009 IN ORDER TO EFFECT SUCH REFUNDING; AUTHORIZING A NEGOTIATED SALE OF SAID BOND PURSUANT TO THE PROPOSAL OF JPMORGAN CHASE BANK, N.A.; DELEGATING CERTAIN AUTHORITY TO THE CHAIRMAN IN CONNECTION WITH THE APPROVAL OF THE TERMS AND DETAILS OF SAID BOND; APPOINTING THE CLERK AS PAYING AGENT AND REGISTRAR FOR SAID BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTMENT OF AN ESCROW AGENT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, ACTING AS THE EX-OFFICIO GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT: SECTION 1. FINDINGS. It is hereby found and determined that: (A) On July 30, 1985, the Board of County Commissioners of Collier County, Florida, acting as the ex-officio governing board (the "Governing Body") of the Collier County Water-Sewer District (the "Issuer") duly adopted Resolution No. CWS-85-5, as amended and restated by Resolution No. CWS-85-13 duly adopted on December 26, 1985, as amended hnd supplemented (collectively, the "Resolution"), for the purposes described therein. - Agenda Item No. 16C5 September 29, 2009 Page 5 of 38 (B) On January 21, 1999, the Issuer issued its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999A (the "Series 1999A Bonds") pursuant to the Resolution for the principal purpose of refunding certain outstanding indebtedness of the Issuer. (C) On April 6, 1999, the Issuer issued its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999B (the "Series 1999B Bonds") pursuant to the Resolution for the principal purpose of refunding certain outstanding indebtedness of the Issuer. (D) On July 9, 2003, the Issuer issued its Collier County Water-Sewer District Taxable Water and Sewer Refunding Revenue Bonds, Series 2003A (the "Series 2003A") and its Collier County Water-Sewer District Water and Sewer Refunding -Revenue Bonds, Series 2003B (the "Series 2003B Bonds") pursuant to the Resolution for the purpose of refunding certain outstanding indebtedness ofthe Issuer. (E) On December 13, 2006, the Issuer issued its Collier County Water-Sewer District Water and Sewer Revenue Bonds, Series 2006 (the "Series 2006 Bonds") for the principal purpose of financing certain capital improvements with respect to the Issuer's System (as defined in the Resolution) and to refinance certain other outstanding indebtedness of the Issuer. (F) The Resolution provides for the issuance of Additional Bonds, payable on a parity with the Series 1999A Bonds, the Series 2003A Bonds, the Series 2003B Bonds and the Series 2006 Bonds (the "Outstanding Parity Bonds"), [br the purpose of refunding, on a current basis, all of the Series 1999B Bonds (the "Refunded Bonds"), upon meeting certain requirements set forth in the Resolution. (0) The Issuer deems it to be in its best interest to issue its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009 (the "Series 2009 Bond") for the principal purpose of current refunding the Refunded Bonds in order to achieve debt service savings. The Series 2009 Bond shall be issued on parity in all respects with the Outstanding Parity Bonds pursuant to the terms of the Resolution. (H) For the refunding of the Refunded Bonds, the Issuer shall, as provided herein, deposit part of the proceeds derived from the sale of the Series 2009 Bond, together with other legally available moneys of the Issuer, in a special escrow deposit trust fund (the "Escrow Fund"), to purchase U.S. Treasury obligations (the "Refunding Securities") which shall be sufficient, together with the investment earnings therefrom and a cash deposit, if any, to pay the Refunded Bonds as the same mature or are redeemed prior to maturity, all as provided herein and in the hereinafter described Escrow Deposit Agreement. Subsequent to the defeasance of the Refunded Bonds, the Refunded Bonds shall no longer be payable from or be secured by any portion of the Pledged Funds. 2 Agenda Item No. 16C5 September 29, 2009 Page 6 of 38 (I) In response to an Invitation to Bid distributed by the Issuer to qualified financial institutions, JPMorgan Chase Bank, N.A. (including any successors thereof, "the Purchaser") submitted a proposal to the Issuer for the purchase of the Series 2009 Bond (the "Proposal"), which Proposal satisfies the requirements of such Invitation to Bid and provides the Issuer with the most cost effective means of refunding the Refunded Bonds. A copy of the Proposal is attached hereto as Exhibit A. (J) Due to the potential volatility of the market for tax-exempt obligations such as the Series 2009 Bond and the complexity of the transactions relating to such Series 2009 Bond, it is in the best interest of the Issuer to sell the Series 2009 Bond by a negotiated sale to the Purchaser pursuant to the Proposal and the provisions hereof and of the Resolution, rather than at a specified advertised date, thereby permitting the Issuer to obtain the best possible price, terms and interest rate for the Series 2009 Bond. -- (K) The Issuer hereby certifies that it is current in all deposits into the various funds and accounts established by the Resolution and all payments theretofore required to have been deposited or made by the Issuer under the provisions of the Resolution have been deposited or made and the Issuer has complied with the covenants and agreements of the Resolution and is not currently in default under the Resolution. (L) The Resolution provides that the Series 2009 Bond 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 that the Issuer determine certain of such provisions, terms and details and establish the mechanisms for determining the remaining provisions, terms and details. (M) The Series 2009 Bond shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution. (N) The covenants, pledges and conditions in the Resolution shall be applicable to the Series 2009 Bond herein authorized and said Series 2009 Bond shall be on a parity with and rank equally as to the lien on and source and security for payment from the Pledged Funds and in all other respects with the Outstanding Parity Bonds, and shall constitute "Bonds" within the meaning of the Resolution. (0) It is not reasonably anticipated that more than $30,000,000 of tax-exempt obligations as defined under Section 265(b )(3) of the Internal Revenue Code of 1986, as amended (the "Code"), will be issued by the Issuer during calendar year 2009. .- 3 I Agenda Item No. 16C5 September 29,2009 Page 7 of 38 SECTION 2. DEFINITIONS. When used In this Supplemental Resolution, the terms defined in the Resolution shall have the meanings therein stated, except as such definitions shall be hereinafter amended and defined. SECTION 3. AUTHORITY FOR TillS SUPPLEMENTAL RESOLUTION. This Supplemental Resolution is adopted pursuant to the provisions of the Act. SECTION 4. AUTHORIZATION OF THE CURRENT REFUNDING OF THE REFUNDED BONDS; ACCEPTANCE OF PROPOSAL. (A) The Issuer hereby authorizes the current refunding of the Refunded Bonds for the purpose of achieving debt service savings. (B) The Issuer hereby accepts the Proposal of the Purchaser and the provisions of the Proposal are hereby incorporated herein by reference. SECTION 5. AUTHORIZATION AND DESCRIPTION OF THE SERIES 2009 BOND. The Issuer hereby authorizes the issuance of a. Series of Bonds in the aggregate principal amount not to exceed $12,000,000 to be known as the "Collier County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009" (or such other designation as the Chairman may determine), for the principal purpose of refunding, on a current basis, the Refunded Bonds. The aggregate principal amount of the Series 2009 Bond to be issued pursuant to the Resolution shall be determined by the Chairman, upon the advice of the Issuer's. Financial Advisor, provided such aggregate principal amount does not exceed the amount provided above. The Series 2009 Bond shall be on parity in all respects and shall rank equally as to lien on and source and security for payment from the Pledged Funds with the Outstanding Parity Obligations. The Series 2009 Bond shall be dated as of its date of issuance, or such other date as the Chairman may determine, shall be issued in the form of one fully registered Bond in the denomination of its initial principal amount and shall be numbered "R-I." The Series 2009 Bond shall bear interest from its dated date at a fixed interest rate of % - per annum (the "Interest Rate"). The Interest Rate shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Series 2009 Bond shall be payable semi-annually, on January 1 and July 1 of each year (the "Interest Payment Dates"), commencing on January 1, 2010. The Series 2009 Bond shall be issued as a single Term Bond with a final maturity of July 1,2016 and shall be subject to mandatory sinking fund redemption in such Sinking Fund Installments commencing on July 1, 2010 and on each July 1 thereafter through the maturity date of the Series 2009 Bond, determined by the Chairman, upon the advice of the Issuer's Financial Advisor, and approved by the Purchaser prior to the issuance of the Series 2009 Bond. The Series 2009 Bond shall be sold on a negotiated basis to the Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof. The Purchaser shall provide the 4 Agenda Item No. 16C5 September 29,2009 Page 8 of 38 Issuer with an executed Disclosure Letter and Truth-in-Bonding Statement as required by Section 218.385, Florida Statutes, prior to the issuance of the Series 2009 Bond, in substantially the form attached hereto as Exhibit B. The Interest Rate on the Series 2009 Bond shall comply in all respects with Section 215.84, Florida Statutes. For purposes of the Resolution, "Bond Year" shall mean the period commencing on July 1 of each year and continuing through the next succeeding June 30. The Series 2009 Bond shall be payable as to principal and interest by check, draft, bank wire transfer or in such other manner as is agreed to between the Issuer and the holder of the Series 2009 Bond in whose name the Series 2009 Bond shall be registered on the registration books maintained by the Issuer as of the close of business on the fifteenth day (whether or not a business day) of the calendar month next preceding an Interest Payment Date; provided, that the registered owner of the Series 2009 Bond shall present and surrender the Series 2009 Bond to the Issuer for the final payment of the principal of the Series 2009 Bond or shall provide other evidence that such Series 2009 Bond has been cancelled. Principal of and interest on the Series 2009 Bond shall be payable in any coin or currency of the United States of America, which at the time of payment, are legal tender for the payment of public and private debts. The Series 2009 Bond shall be in the form set forth in Section 2.1 0 ofthe Resolution. SECTION 6. REDEMPTION PROVISIONS FOR SERIES 2009 BOND. The Series 2009 Bond is not subject to optional redemption or prepayment prior to maturity. No notice of redemption will be required to be given with respect to the mandatory sinking fund redemption of the Series 2009 Bond described in Section 5 above. SECTION 7. APPLICATION OF SERIES 2009 BOND PROCEEDS. The proceeds derived from the sale of the Series 2009 Bond shall be applied by the Issuer simultaneously with the delivery thereof as follows: (A) A sufficient amount of Series 2009 Bond proceeds, together with other legally available moneys of the Issuer, shall be deposited irrevocably in trust in the Escrow Fund established under the terms and provisions of the hereinafter defined Escrow Deposit Agreement and, other than a cash deposit, if any, shall be invested in Refunding Securities in the manner set forth in such Escrow Deposit Agreement, which investments shall mature at such times and in such amounts which, together with such cash deposit, shall be sufficient to pay the principal of, Redemption Price, if applicable, and interest on the Refunded Bonds as the same mature and become due and payable or are redeemed prior to maturity. (B) A sufficient amount of the Series 2009 Bond proceeds shall be applied to the payment of costs and expenses relating to the issuance of the Series 2009 Bond. .- 5 Agenda Item No. 16C5 September 29,2009 Page 9 of 38 SECTION 8. TRANSFER OF CERTAIN MONEYS. The Refunded Bonds will be refunded from proceeds of the Series 2009 Bond and from other legally available funds of the Issuer. Any excess moneys on deposit in the Sinking Fund established for the benefit of the Refunded Bonds pursuant to the Resolution and not required to remain on deposit therein shall be transferred to the Escrow Fund established pursuant to the Escrow Deposit Agreement. SECTION 9. APPOINTMENT OF PAYING AGENT AND REGISTRAR. The Clerk is hereby designated Registrar and Paying Agent for the Series 2009 Bond. SECTION 10. AUTHORIZATION TO EXECUTE ESCROW DEPOSIT AGREEMENT. The Issuer hereby authorizes and directs the Chairman to execute and the Clerk to attest an escrow deposit agreement (the "Escrow Deposit Agreement") and to deliver the Escrow Deposit Agreement (the "Escrow Agreement") to U.S. Bank National Association, Miami, Florida, which is hereby appointed as Escrow Agent. The Escrow Deposit Agreement shall be in substantially the form of the Escrow Agreement attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Escrow Agreement, as may be approved by said Chairman. Execution by the Chairman of the Escrow Agreement shall be deemed to be conclusive evidence of approval of such changes. SECTION 11. DESIGNATION OF THE SERIES 2009 BOND AS A QUALIFIED TAX-EXEMPT OBLIGATION. The Issuer hereby designates the Series 2009 Bond as a "qualified tax-exempt obligation" under Section 265(b)(3) of the Code. This designation is based upon the findings of the Issuer set forth in Section 1(0) hereof and the Chairman is authorized to certify such finding upon the issuance of the Series 2009 Bond. SECTION 12. GENERAL AUTHORITY. The members of the Governing Body of the Issuer, the County Manager, 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 Resolution or the Escrow Agreement, or desirable or consistent with the requirements hereof or the Resolution or the Escrow Agreement for the full punctual and complete performance of all the terms, covenants and agreements contained herein or in the Series 2009 Bond, the Resolution and the Escrow Agreement and each member, employee, attorney and officer of the Issuer and the Clerk is hereby authorized and directed to execute and deliver any and all papers and instruments and to be and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated hereunder. In the event the Chairman is absent or unavailable to perform any function or duty hereunder the Vice- Chairman is hereby authorized to perform any and all of such functions or duties. Bond Counsel and the Issuer's Financial Advisor are hereby authorized and directed to take all 6 I -- Agenda Item No. 16C5 September 29, 2009 Page 10 of 38 action necessary and desirable to carryout the intent and purposes of this Supplemental Resolution. SECTION 13. MODIFICATION OR AMENDMENT OF THIS SUPPLEMENTAL RESOLUTION. No modification or amendment of this Supplemental Resolution or of any resolution amendatory thereof or supplemental thereto, may be made without the consent in writing of the Purchaser SECTION 14. SEVERABILITY AND INV ALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited or against public policy, or shall for any reason whatsoever be .l1~ld invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Series 2009 Bond. SECTION 15. RESOLUTION TO CONTINUE IN FORCE. Except as herein expressly provided, the Resolution and all the terms and provisions thereof are and shall remain in full force and effect. SECTION 16. DATE. This Supplemental Resolution shall become effective immediately upon its adoption. I [Remainder of page intentionally left blank] --> 7 Agenda Item No. 16C5 September 29, 2009 Page 11 of 38 DULY ADOPTED, in Regular Session this 29th day of September, 2009. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA, AS THE EX- OFFICIO CHAIRMAN OF THE GOVERNING BOARD OF THE COLLIER COUNTY W A TER- SEWER DISTRICT By: By: , Deputy Clerk DONNA FIALA, CHAIRMAN -- Approved as to form and leg suf c cy: I 8 - - Sep 11 2009 4:59PM J.P.Morgan 407-236-5444\genda Item No.~pt::5 September 29, 2009 . .' \:-. Page 12 of 38 CHASE 0 September II, 2009 Collier County Water-Sewer District, Florida Purchasing Director Collier County Government Center Purchasing Building 3301 East Tarniami Trail Naples, Florida 34112 Subject: Proposal for term loan for the Collier County Water-Sewer District (Bid # 09- 5314 "Term. Bank: Loan for Public Utilities", Bid Date: 9/11/09, Opening Date: 9/11/09). -- Dear Mr. Carnell: JPMorgan Chase Bank, N.A. appreciates the opportunity to respond to the Invitation to Bid regarding the Collier County Water-Sewer District's refunding loan. JPMorgan Chase Bank, N.A is uniquely qualified to provide financing for this transaction as we have extensive experience with private placements of municipal credits. Based on the current request, JPMorgan Chase Bank, N.A. would be the sole purchaser (with the intention of holdn:.~ the loan in our own portfolio until maturity). Please note that this Letter ofInterest and the attached Summary ofTcIlllS and Conditions dated September II, 2009 does not constitute a commitment to enter into an agreement to purchase the Loan or provide any other type of facility. The Bank's preliminary interest is subject to change as its due diligence continues and, accordingly, all material terms of the proposed transaction cannot yet be determined.. Moreover, a commitment is contingent upon approval of the proposed transaction by Bank officers holding credit authority. Any such commitment will be expressed in writing and the terms of such commitment may differ from those set forth in each of the attached Summary of Terms and Conditions. Neither this Letter of Interest nor the attached Summary of Terms and Conditions shall be deemed a binding agreement to purchase the Loan or provide any other type of fucility and is subj ect to final credit approval, which has not yet occurred. , In the event that a phange in fmancial, banking or capital market conditions shall occur after the date of this letter and prior to the execution and delivery of definitive documentation with respect to this transaction that, in the reasonable judgment of the B~ causes the pricing indicated in the Summary of Terms and Conditions to no longer reflect current market requirements for comparable financial arrangements entered into with counterparties that have equivalent credit ratings, the parties shall enter into good faith negotiations with respect to the revision of the pricing provisions indicated in the Summary of Terms and Conditions to reflect such current market requirements. Thank you again for the opportunity to bid on the District's proposal. JPMorgan Chase Bank, N.A. is uniquely qualified to assist the District with its financing needs given our experience in purchasing bond issues for similar institutions. If you have any questions, please do not hesitate to call. Please be advised that' this Letter of Interest expires I I --- . ~-,....".,.~._---".,...",- ~ep 11 2009 5:00PM J.P.Morgan 407-236-544.fgenda Item NOp1~5 September 29, 2 9 Page 13 of 38 automatically. without further act or condition and regardless of cause or circwnstance. on the close of business on September 30,2009. We are very interested in expanding our relationship with Collier County and look forward to accommodating the C01mty with its financing needs. We believe that the attached proposal provides the ratepayers of Collier County willi the most flexible and cost-effective way to meet its desired outcome, however, ifany part oftbis proposal does not meet with the needs of the County, we would be willing to discuss mutually agreeable alternatives. -- I 2 Sep 11 2009 5:00PM J.P.Morgan 407-23S-544~genda Item Nif'1qJ::5 September 2 ,2009 Page 14 of 38 COLLIER COUNTY WATER-SEWER DISTRICT Summary of Terms and Conditions September 11, 2009 This Summary of Terms and Conditions (the "Term. Sheef') is intended as a proposal only and not a commitment by JPMorgan Chase B~ N.A. (the "Bank"). The Bank shall not have any commitment or obligation hereunder unless or until it receives credit approval and executes a commitment letter. Issuer and Amount: Not to exceed $12,000,000 Collier County Water-Sewer District loan. Pmchaser: JPMorgan Chase Bank, N.A. (the "Bank") Pmpose of Issue: To refund the Water and Sewer Refunding Revenue Bonds, Series 1999B and to pay the associated costs of issuance. Tax Status: 1ms loan will be designated by the District as "qualified tax-exempt obligationsu pursuant to the provisions of Section 265 of the Code (''Bank Qualified"). Repayment Obligation: The principal and interest on the series 2009 Bond will be seemed equally and ratably with the Prior District Bonds by a pledge of and lien upon (1) the Net Revenues of the District's Water and Sewer System and (2) certain charges imposed by the District on Persons (as defined in the Resolution). Final Maturity, Interest Payments & Call Provisions: The Bonds will have a final maturity of July 1,2016. Principal will be payable annually beginning on July 1~ 2010 through the final maturity on the loan (July 1,2016). Interest is to be paid semi- annually on January 1 and July 1, beginning on January 1. 2010. Interest is to be calculated on a 30/360 day basis. The 2009 Bond is to be non-callable. Interest Rate: The Bond shall bear interest at a fixed rate until maturity at a rate determined by mutual agreement between the Purchaser and the , District on a date after the execution and delivery of a Commitment I Letter. The rates provided below are provided exclusively for indicative purposes, based on market conditions as of September ll~ 2009. The actual rates of interest borne by the Bond will be set by mutual agreement between JPMorgan Chase Banl4 N.A. and the Collier COWlty Water-Sewer District. In no event shaH the fmal 3 ~"~_'."',V~__'" ~~, ~ Sep 11 2009 5:00PM J.P.Morgan 407-23S-544.f\genda Item N~1E+5 September 2 ,:2009 I Page 15 of 38 rates of interest to be borne by the Series 2009 Bond be established prior to the adoption of a resolution awarding the transaction to JPMorgan Chase Bank, N.A. (For informational pwposes, Chase does not traditionally lock in rates for more than a day or two due to the potential volatile capital markets. If we lock in rates now, a potential breakage fee could be potentially charged and. we believe it is in the best interest of the Issuer to provide an indicative rate on this type of transaction). $12,000,000 (initial estimate) Bank Qualified Tax Exempt. 2.97% (non-ca~labIe) If an index based rate is appropriate for this pricing, Chase can offer the following index based rate: 75% of 7 year LIBOR (as published on the date oflocking in funds) plus ~5 basis points. -. Repayment Schedule: To be mutually agreed (but assumes annual principal and semi. interest payments resulting in substantially level annual debt service in the aggregate). Closing Date: To be mutually agreed, but anticipated to be closed no later than September 30, 2009. Closing is subject to final negotiations and satisfactory review and approval of all pertinent documentation. Fees and Expenses: The Issuer shall be responsible for reimbursing the Bank for reasonable fees and expenses relat~ to the transaction. including but not limited to docwnentation review by Bank. Counsel, estimated to be $5,000, based on the scope offinancing as presented plus expenses not to exceed $500. Upon acceptance of a commitment, any fees incurred by the Bank shall be reimbursed by the Issuer, whether or not the financing closes. To the extent the District does not close by the Closing Date, any rate lock breakage fees associated with the Bank's cost offunds incurred by the Bank shall be . reimbursed by the Issuer. Payment to Bank Counsel is to be made by the District on the Closing Date of this transaction. No Up-Front or Commitment Fee or underwriter's discount shall be charged for this transaction. Bank Counsel; Richard J. Miller. P.A. Edward Angell Palmer & Dodge LLP One North Clematis Street, Suite 400 West Palm Beach. Fl. 33401 Tel. # (561) 820-0274 FAX # (888) 325-9184 RMillet@eapdlaw.com 4 Sep 11 200S 5:00PM J.P.Morgan 407-236-544.f\genda Item NOp1.~5 September 29,2009 Page 16 of 38 Conditions Precedent To Closing: Receipt of Tax Exemption (as applicable to the Series 2009 Bonds), Validity and Enforceability Opinions from the County's Bond Counsel in a form acceptable to the Purchaser and its Counsel. JPMorgan Chase Contact Information: Daniel M~amara Jeffrey Baker JPMorgan Chase JPMorgan Chase 420 S. Orange Avenue 270 Park Avenue . Orlando, FL 32801 New Yo~ NY 10017 (407) 236-5449 (212) 270-0713 Daniel.mcnamara@chase.com Jeffrev.m.baker@chase.com . This Tem, Sheet Is intended ~ an outline only and does not purport to summari:e all lite conditions. covenants, representations. wammties and other provbions which will be contained In dejinlJive legal documenwtionfor thefllltuJcing contemplated hereby. Any commitnuult of lite Bank is subject to credit approval Ilnd negnalltion and execution of defmitive legal documentation in form turd substance satisfactory to the Bank and Us counsel 5 . "".".,"","--- Sep 11 2009 1:39PM J.P.Morgan 407-236-5444\genda Item N,?1.~5 September 2 ,2009 Page 17 of 38 Attachment 1 Vendor Submittal- Vendor's Check List IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the spaces indicated and return with bid. Vendor should check off each of the following items as the necessary action is completed: 1. The Bid has been signed. 2. The Bid prices offered have been reviewed. 3. The price extensions and totals have been checked. 4. The payment terms have been indicated. 5. Any required drawings, descriptive literature, etc. have been included. 6. Any delivery information required is Included. 7. If reauired, the amount of bid bond has been checked, and the bid bond or cashiers check has been included. . 8. Addendum have been signed and included, if applicable. 9. Affidavit for Claiming status as a Local Business, if applicable. 10. Immigration Affidavit. 11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this ITS. 12. The mailing envelope must be addressed to: Purchasing Director Collier County Government Center Purchasing Building 3301 East Tamiami Trail Naples, Florida 34112 11. The mailing envel~pe must be sealed and marked with: . Bid Number; . Bid Title; . Opening Date 12. The bid will be mailed or delivered in time to be received no later than the specified ooenina date and time. (Otherwise bid cannot be considered.) ALL COURIER DELIVERED 8105 MUST HAVE THE BID NUMBER AND llTLE ON THE OUTSIDE , OF THE COURIER PACKET. ~~~ ~ ;:fV jJ ,.sIgnature - We ~ I 9-11-2009 Date #09-5314 1 Revised: April 2009 Sep 11 2009 1:39PM J.P.Morgan 407-23S-5444\genda Item No.p1p~5 September 29, 2009 Page 18 of 38 Attachment 2 Vendor Submittal- Bid Response Form FROM: JPMorgan Chase Board of County Commissioners Collier County Government Center Naples, Florida 34112 RE: BID No. 09-5314, IfTenn Loan for Public Utilities" Dear Commissioners: The undersigned, as Vendor, hereby declares that the specifications have been fully examined and the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as per 1I1e scope of work. The Vendor further declares that the only persons, company or parties interested in this Bid or the Contract to be entered Into as principals are named herein; that this Bid is made without connection with any other person, company or companies submitting a Bid; and it is all respects fair and in good faith, without collusion or fraud. The Vendor proposes and agrees if this Bid is accepted, to contract, either by a County issued purchase order or formaV contract, to comply with the requirements in full in accordance with the terms, conditions and specifications denoted herein, according to the following unit prices: .. .. ... SEE FOLLOWING PAGES'" ... ... Any discounts or terms must be shown on jhe Bid Response Form. Such discounts, if any, will be considered and computed in the tabulation of the bids. In no instance should tenns for less than fifteen (15) days payment be offered. Prompt Payment Terms: _% _ Days; Net _ Days Bid Response Fonn is electronic. Please input your prices online. Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of you r bid response pages. The undersigned do agree that should this Bid be accepted, to execute a formal contract, if required, and present the formal contract to the County Purchasing Director for approval within frfteen (15) days after being notified of an award. PLEASE SEE ATTACHED LETTER OF INTEREST #09-5314 2 Revised: April 2009 .,...'......... Sep 11 2009 1:39PM J.P.Morgan 407-236-544.f\genda Item NOp1.~5 September 29, 2009 Page 19 of 38 IN WITNESS WHEREOF, WE have hereunto subscribed our names on. this _11_ day of _September , 2009 in the County of _Orange " in the Stale of _Florids_" Firm's Complete Legal Name JPMoraan Chase Address 420 S. Oranae Ave City I State, Zip Orlando. FL 32801 Florida Certificate of Authority N/A Document Number Telephone Number 407-236-5449 FAX Number 407-218-5345 - Check one of the following: D Sole Proprietorship XX Corp or P.A. State of New York D . Limited Partnership o General Partnership ~ J ,:5'1// Sig nature I Title /~;7~ ~ I Type Name of Signature Daniel L. McNamara Date 9-11-2009 ******.********~*******************.******************************~*****444A4A4~~*****..**"** Additional Contact Infonnation , Send Payments To: (REQUIRED ONLY if different from above) Firm's Complete Legal Name Address City. State, Zip Contact Name Telephone Number FAX Number Email Address #09-5314 3 Revised: April 2009 I Sep 11 2009 1:39PM J.P.Morgan 40?-23S-54441\genda Item Nop1.OC5 September 29, 2009 Page 20 of 38 eotlr County Attachment 3 -- '---- ~ Adninishlive Servires Division Affidavit for Claiming Status as a Local Business Purchasing ITB #:09-5314 (Check Appropriate Boxes Below) NOT APPLICABLE state of Florida (Select County if Vendor is described as a Local Business . o Collier County o Lee County Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of County Commissioners and the Regulations Thereto. As defined In Section XI of the Collier County Purchasing Policy; A "local busIness. is defin~d as a business that has a valid occupational license issued by either Collier or Lee County for a minimum of one (1) year prior to ~ Collier County bid or proposal submission that authorizes the . business to provide the commodities or .services to be purchased, and a physical business address located within the limits of Collier or Lee Counties from which the vendor operates or performs business. Post Office Boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of either Collier or lee County in a verifiable and measurable way. ThIs may include, but not be limited to, the retention and expansion of employment opportunities, the support and increase to either Collier or Lee County's tax base, and residency of employees and principals of the business within Collier or Lee County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section. Vendor must complete the following information: Year Business Established in DCollier County or 0 lee County: Number of Employees (Including Owner(s) or Corporate Officers): Number of Employees Living in 0 Collier County or 0 Lee (Including Owner(s) or Corporate Officers): If requested by the County, vendor will be required to provide documentation substantiating the information given in this affidavit Failure to do so will result in vendor's submission being deemed not applicable. Vendor Name: NOT APPLICABLE Date: Signature: Title: STATE OF FLORIDA o COLLIER COUNTY o LEE COUNTY SWorn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of ,20_. Notary Public My Commission Expires: (AFFIX OFFICIAL SEAL) #09--5314 4 Revised: AprIl 2009 Sep 11 2009 1:39PM J.P.Morgan 407-236 -5444\genda Item No.p1ai:5 September 29, 2009 I Page 21 of 38 eolt,. Cmmty . ' . , Attachment 4 ~ Immigration Affidavit Adnin1sIIalive Service5 Oivlaicn ~Ing ITB # :09-5314 This Affidavit is required and should be sign , notarized by an authorized principal of the finn and submitted with formal Invitations to Bid (ITS' ) and ,Request for Proposals (RFP) submittals. Failure to include this Affidavit with proposal will delay i the 'consideration and reviewing of vendor's proposals and could result in the vendor's proposal bei g deemed' non-responsive. Collier County will not intentionally award Co nty contracts to any vendor who knowingly employs unauthorized alien workers, constituting a vi lation of the employment provision contained in 8 U.S.C. Section 1324 aCe) Section 274A(e) of the I jgration and Nationality Act ("IN4"). Collier County may consider the employmen by arty'vendor of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation y the recipient of the Employment Provisions contained in Section 274A (e) of the INA Shall be groun s for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant ith all applicable immigration laws (specifically to the 1986 Immigration Act and subsequent Amen ment{s)) and agrees to abide by Collier County Employment Eligibility Verification System re uirements regarding this solicitation. Company Name JPMorgan Chase Print Name TiUe Senior Vice President Signature Date 9-11-2009 State of Florida County of Oranae The foregoing instrument was signed and ackno ledged before l11e this _11_day of September, 2009,by .&#/Ji.. ~'~~#/~WhOhas .. . .c~); or)'je Na#~,4';?v?'J (Type of Identification and Number) ~ :\\\\\\\i\l!I.Ii.fflliZ Notary Public Signature #~~'flf.. ~~~ ~'9::q. ~"'ISS'o~ . .r, ~ ~(l;:)~,tre.... ~~~~~"'('......f'" ~!IJ:$~....o'Oer t~ ~"\.~~ Printed Name of Notary Public :.s. d' 1. ~ ~~~ ..... ... (0 --4 :;: ""'b~ u..<i ~'~ 31? ~~-\LJ-~9 ~..i~#DD4~~ .~.:~ . Notary Commission Number/Expiration ~~; .~./:::ror:T\'I,j..Ii>";.~~ ~~.~'l'P..~~ ~. ~.. ~.. ~"\;.~ The signee of this Affidavit guarantees, as evlde ce ~ ~ avit required herein, the truth and accuracy of this affidavit to interrogatories herein er ma ~~unty reserves the right, at any time, to request supporting documentation as evidence 0 the vendor's compliance with this sworn affidavit #09-5314 5 Revised: April 2009 I 5ep 11 2009 1:39PM I , J.P.Morgan 407-23S-5444\genda Item Nop'Ul[:5 September 29, 2009 Page 22 of 38 Attachment 5 Vendor's Non-Response Statement NOT APPUCABLE The sole infent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective Vendors did not wish to respond to this ITB. If your firm is not responding to this ITS, please indicate the reason(s) by checking any appropriate item{s) listed below and return this form via email or fax: to the Purchasing Ag~nt listed on the first page or mail to: Collier County Purchasing Department, 3301 Tamiami Trail East, Naples, Florida 34112. We are not responding to this ITB for the following reason(s): ,1</ /# ITB # 09-5314 -- 0 Services requested not available through our company. 0 Our firm could not meet specifications/scope of work. 0 Specifications/scope of work not clearly understood (too vague, rigid, etc.) 0 Project is too small. 0 Insufficient time allowed for preparation of response. 0 Incorrect address used. Please correct mailing address: . 0 Other reason(s): Firm's Complete Le~al Name Address City, State, Zip Telephone Number FAX Number Signature I Title ~f;Ii~ ~ ~ ..dY/ Type Name of Signature NOT APPLICABLE Date: '7 ~/J71 #09-5314 6 Revised: April 2009 ~ : Sep 11 2009 4:30PM J.P.Mor~an 407-236 -5444\genda Item No.p1i3C5 September 29, 2009 Page 23 of 38 c&emmty Attachment 3 AdnirlYi..di'lle SeNloes OMsbn Affidavit for Claiming Status as a Local Business Pun;h~g ITB #:09-5314 (Check Appropriate Boxes Below) NOT APPUCABLE state of Florida (Select County If Vendor is described as a Local Business I . o Collier County o Lee County -..- .- -- Vendor affirms that it is a local business as defined by the Purchasing Policy of the Coli ier County Board of County Commissioners and the Regulations Thereto. . As defined in Section XI of the Collier County Purchasing Policy; A "local business~ is defined as a business that has a valid occupational license issued by either Collier or Lee County for a minimum of one (1) year prior to ~ Collier County bid or proposal submission that authorizes the business to provide the commodities or .servlces to be purchased, and a physical-business address located within. the limits of Collier or Lee Counties from which the vendor operates or performs business. Post Offic~ Boxes are not verifiable and shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of either Collier or Lee County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, the support and increase to either Collier or Lee County's tax base, and residency of employees and principals of the business within Collier or Lee County. Vendors shall affinn in writing their oompliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section. Vendor must complete the following information: Year Business Established in Deollier County or 0 Lee County: Number of Employees (Including Owner(s) or Corporate Officers): Number of Employees Living in 0 Collier County or 0 Lee (Including Owner(s) or Corporate Officers}: If requested by the County, vendor will be required to provide documentation substantiating the infonnation given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable. Vendor Name: NOT APPLICABLE Date: Signature: TiUe: STATE OF FLORIDA o COLUER COUNTY o LEE COUNTY Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of ,20_. Notary Public My Commission Expires: (AFFIX OFFICIAL SEAL) #09-5314 4_ Revised: April 2009 Agenda Item No. 16C5 September 29,2009 Page 24 of 38 DISCLOSURE LETTER AND TRUTH-IN-BONDING STATEMENT I October , 2009 - Collier County Water-Sewer District Naples, Florida Re: Collier County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009 Commissioners: -- In connection with the purchase of the $ aggregate principal amount of the Collier County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009 (the "Bond") authorized to be issued by Resolution No. CWS-85-13 of the Collier County Water-Sewer District (the "Issuer") on July 30, 1995, as restated, amended and supplemented (the "Resolution"), the undersigned purchaser of the Bond (the "Original Purchaser"), hereby acknowledges and represents that (1) the Original Purchaser is familiar with the Issuer as it relates to the above transaction; (2) the Original Purchaser has been furnished certain business and financial information about the Issuer; (3) the Issuer has made available to the Original Purchaser the opportunity to obtain additional information and to evaluate the merits and risks of an investment in the Bond; and (4) the Original Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Issuer concerning the terms and conditions of the offering and the information supplied to the Original Purchaser. The Original Purchaser acknowledges and represents that it has been advised that the Bond has not been registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section 3(a)(2) thereof, and that the Issuer is not presently registered under Section 12 of the Securities and Exchange Act of 1934, as amended. The Original Purchaser, therefore, realizes that if and when the Original Purchaser wishes to resell the Bond, there may not be available current business and financial information about the Issuer. Further, no trading market now exists for the Bond. Accordingly, the Original Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the maturity of the Bond may not be possible or may be at a price below that which the Original Purchaser is paying for the Bond. It is understood that the Original Purchaser has undertaken to verify the accuracy, completeness and truth of any statements made concerning any of the material facts relating to this transaction, including information regarding the business and financial -- condition of the Issuer. The Original Purchaser has conducted its own investigation to Agenda Item No. 16C5 September 29,2009 Page 25 of 38 I Collier County Water-Sewer District October _,2009 Page 2 the extent it deemed necessary. The Original Purchaser has been offered an opportunity to have made available to it any and all such information it might request from the Issuer. On this basis, it is agreed by acknowledgment of this letter that the Original Purchaser hereto is not relying on any other party or person to undertake the furnishing or verification of information relating to this transaction. The Original Purchaser acknowledges that the Bonds are being purchased as part of a private placement of the Bond negotiated directly between the Issuer and representatives of the undersigned. Accordingly, no Official Statement or other -- disclosure document has been prepared in connection with the issuance of the Bond and the Original Purchaser hereby acknowledges that it has made its own independent examination of all facts and circumstances surrounding the Bond and the financing and that no reliance has been placed on any findings by the Issuer in the Resolution as to the ability of the Issuer to meet its payment obligations so as to meet debt service on the Bond or any other representations by anyone other than the Issuer. The Original Purchaser is purchasing the Bond for investment purposes only and not with any present intent to distribute or resell the Bond. The Original Purchaser hereby covenants that if the Original Purchaser subsequently decides to distribute or resell the Bond, it shall comply in all respects with all securities laws then applicable with respect to any such distribution or resale. The Original Purchaser further acknowledges and represents that (1) it is the only initial purchaser of the Bond, (2) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Bond, and (3) it is not purchasing the Bond for more than one account or with a view to distributing the Bond. The Original Purchaser acknowledges that the representations contained in this paragraph are being made in order to meet one of the exceptions to the continuing disclosure requirements set forth in Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. Pursuant to the provisions of Section 218.385, Florida Statutes, the Original Purchaser is providing the following information with respect to the purchase of the Bond. The Original Purchaser represents to you as follows: (a) The nature and estimated amounts of expenses to be incurred and paid by the Original Purchaser in connection with the issuance and sale of the Bond are: $5,000.00 of fees and expenses of counsel to the Original Purchaser to be paid by you. Agenda Item No. 16C5 September 29, 2009 Page 26 of 38 Collier County Water-Sewer District October _,2009 Page 3 (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, in connection with the issuance of the Bond. (c) No underwriting fee will be paid to the Original Purchaser by you. I (d) No management fee will be charged by the Original Purchaser in connection with the issuance of the Bond. (e) No other fee, bonus or other compensation will be paid by the Original Purchaser in connection with the issuance of the Bond to any person not regularly employed or retained by the Original Purchaser (including a "finder" as defined in Section 218.386, Florida Statutes). (t) The name and address of the Original Purchaser is: JPMorgan Chase Bank, N.A. 420 South Orange Avenue Orlando, Florida 32801 (g) The Issuer is proposing to issue the Bond for the principal purpose of refinancing certain outstanding indebtedness of the Issuer. The Bond is expected to be repaid over approximately years. The interest rate on the Bond is _%. Total interest paid over the life of the Bond will be $ . The expected source of repayment for the Bond is the Net Revenues of the System, the System Development Fees, Special Assessment Proceeds and System investment earnings, as such capitalized terms are defined in the Resolution. The Bond will result in an average of $ (representing average annual debt service on the Bond) of such funds of the Issuer being expended to pay debt service on the Bond each year. Very truly yours, JPMORGAN CHASE BANK, N.A. By: Authorized Signatory Agenda Item No. 16C5 September 29,2009 Page 27 of 38 ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT, dated as of October 8, 2009, by and between COLLIER COUNTY WATER-SEWER DISTRICT (the "District"), and U.S. BANK NATIONAL ASSOCIATION (the "Escrow Agent"), a national banking association existing under the laws of the United States of America, having its designated place of business in Miami, Florida, the address of which is 200 South Biscayne Boulevard, Suite 1870, Miami, Florida 33131, as escrow agent hereunder. WHEREAS, the District has heretofore issued its Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999B (the "Series 1999B Bonds") pursuant to Resolution No. CWS-85-5 adopted on July 30, 1985, as amended and restated by Resolution No. CWS-85-13 adopted on December 26, 1985, as amended and supplemented (collectively, the "Resolution"); and WHEREAS, the District has determined to exercise its option under the Resolution to current refund all of the outstanding Series 1999B Bonds (the "Refunded Bonds "); and WHEREAS, the District has determined to issue its $ Collier County Water-Sewer District Water and Sewer Refunding Revenue Bond, Series 2009 (the "Series 2009 Bond") pursuant to the Resolution, a portion of the proceeds of which Series 2009 Bond, together with other legally available moneys of the District, will be used, other than a cash deposit, to purchase certain United States Treasury obligations in order to provide payment for the Refunded Bonds and discharge and satisfy the pledge of the Pledged Funds (as defined in the Resolution) and the covenants, agreements and other obligations of the District under the Resolution in regard to such Refunded Bonds; and I WHEREAS, the issuance of the Series 2009 Bond, the purchase by the Escrow Agent of the hereinafter defined Escrow Securities, the deposit of such Escrow Securities into an escrow deposit trust fund to be held by the Escrow Agent and the discharge and satisfaction of the pledge of the Pledged Funds and the covenants, agreements and other obligations of the District under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1. PREAMBLES. The District represents that the recitals stated above are true and correct, and the same are incorporated herein. Agenda Item No. 16C5 September 29,2009 Page 28 of 38 SECTION 2. DISCHARGE OF PLEDGE OF HOLDERS OF REFUNDED BONDS. In accordance with Section 9.01 of the Resolution, the District by this writing exercises its option to discharge and satisfy the pledge of the Pledged Funds and all covenants, agreements and other obligations of the District to the holders of the Refunded Bonds under the Resolution to cease, terminate and become void and be discharged and satisfied. SECTION 3. ESTABLISHMENT OF ESCROW FUND. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow deposit trust fund designated the "Collier County Water-Sewer District Water and Sewer Refunding Revenue Bonds, Series 1999B Escrow Deposit Trust Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds, separate and apart from other funds and accounts of the District and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund the sum of $ from the District from proceeds of the Series 2009 Bond (the "Bond Proceeds"), and the sum of $ received from the District from certain moneys on deposit in the funds and accounts established pursuant to the Resolution for the benefit of the holders of the Refunded Bonds (the "District Moneys"). SECTION 4. DEPOSIT OF MONEYS AND SECURITIES IN ESCROW FUND. The District hereby directs the use of the Bond Proceeds and District Moneys as provided in this Section 4. The Escrow Agent represents and acknowledges that, concurrently with the deposit of the Bond Proceeds and District Moneys under Section 3 above, it has used all of the Bond Proceeds and $ of the District Moneys to purchase on behalf of and for the account of the District certain United States Treasury obligations -- State and Local Government Series (collectively, together with any other securities which may be on deposit, from time to time, in the Escrow Fund, the "Escrow Securities"), which are described in Schedule A hereto, and the Escrow Agent will deposit such Escrow Securities and $ of the District Moneys in cash (the "Cash Deposit") in the Escrow Fund. All Escrow Securities shall be noncallable, direct obligations of the United States of America. In the event any of the Escrow Securities described in Schedule A hereto are not available for delivery on October 8, 2009, the Escrow Agent may, at the written direction of the District and with the approval of Bond Counsel, substitute other United States Treasury obligations and shall credit such other obligations to the Escrow Fund and hold such obligations until the aforementioned Escrow Securities have been delivered. The Escrow Agent shall in no manner be responsible or liable for failure or delay of Bond Counsel or the District to promptly approve the substitutions of other United States Treasury obligations for the Escrow Fund. I 2 Agenda Item No. 16C5 September 29,2009 Page 29 of 38 SECTION 5. SUFFICIENCY OF ESCROW SECURITIES AND THE CASH DEPOSIT. The District represents that the Cash Deposit and the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest) are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, redemption premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule B attached hereto. If the Escrow Securities and the Cash Deposit shall be insufficient to make such payments, the District shall timely deposit to the Escrow Fund, solely from legally available funds of the District, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow Agent to the District as promptly as possible, --9_11t the Escrow Agent shall in no manner be responsible for the District's failure to make such deposits. SECTION 6. ESCROW SECURITIES AND THE CASH DEPOSIT IN TRUST FOR HOLDERS OF REFUNDED BONDS. The deposit of the Escrow Securities and the Cash Deposit in the Escrow Fund shall constitute an irrevocable deposit of Refunding Securities (as defined in the Resolution) and cash in trust solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds at such times and in such amounts as set forth in Sdhedule B hereto, and the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purpose. SECTION 7. ESCROW AGENT TO PAY REFUNDED BONDS FROM ESCROW FUND. The District hereby directs, and the Escrow Agent hereby agrees, that it will take all actions required to be taken by it under the provisions of the Resolution referenced in this Agreement, including the timely transfer of money to the Paying Agent for the Refunded Bonds (U.S. Bank National Association) as provided in the Resolution, in order to effectuate this Agreement and to pay the Refunded Bonds in the amounts and at the times provided in Schedule B hereto. The Escrow Securities and the Cash Deposit shall be used to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same may mature or be redeemed. If any payment date shall be a day on which either the Paying Agent for the Refunded Bonds or the Escrow Agent is not open for the acceptance or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. SECTION 8. REINVESTMENT OF MONEYS AND SECURITIES IN ESCROW FUND. Moneys deposited in the Escrow Fund shall be invested only in the 3 Agenda Item No. 16C5 September 29,2009 Page 30 of 38 Escrow Securities listed in Schedule A hereto and the Cash Deposit and, except as provided in Section 4 hereof and this Section 8, neither the District nor the Escrow Agent shall otherwise invest or reinvest any moneys in the Escrow Fund. Except as provided in Section 4 hereof and in this Section 8, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities or the Cash Deposit in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any of the Escrow Securities, except upon written direction of the District and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the District the following: (a) a written verification report by a firm of independent certified public accountants, of recognized standing, appointed by the District and acceptable to the Escrow Agent, to the effect that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest therein, will be sufficient to pay the Refunded Bonds as described in Schedule B hereto; and (b) a written opinion of nationally recognized Bond Counsel to the effect that (i) such investment will not cause the Series 2009 Bond or the Refunded Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and the regulations promulgated thereunder or otherwise cause the interest on the Refunded Bonds or the Series 2009 Bond to be included as gross income for purposes of federal income taxation, and (ii) such investment does not violate any provision of Florida law or of the Resolution. The above-described verification report need not be provided in the event the District purchases Escrow Securities with the proceeds of maturing Escrow Securities and such purchased Escrow Securities mature on or before the next interest payment date for the Refunded Bonds and have a face amount which is at least equal to the cash amount invested in such Escrow Securities. In the event the above-referenced verification concludes that there are surplus moneys in the Escrow Fund, such surplus moneys shall be released to the District upon its written direction. The Escrow Fund shall continue in effect until the date upon which the Escrow Agent makes the final payment to the Paying Agent for the Refunded Bonds in an amount sufficient to pay the Refunded Bonds as described in Schedule B hereto, whereupon the Escrow Agent shall sell or redeem any Escrow Securities remaining in the Escrow Fund, and shall remit to the District the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund. SECTION 9. REDEMPTION OF CERTAIN REFUNDED BONDS. The District hereby irrevocably instructs the Escrow Agent to direct, on behalf of the Issuer, that the Registrar and Paying Agent for the Refunded Bonds (U.S. Bank National _. 4 - Agenda Item No. 16C5 September 29, 2009 Page 31 of 38 Association) give at the appropriate times the notice or notices, if any, required by the Resolution in connection with the redemption of the Refunded Bonds. Such notice of redemption shall be given by the Registrar for such Refunded Bonds in accordance with the Resolution. The Refunded Bonds shall be redeemed on November _, 2009 at a redemption price equal to 101 % of the principal amount thereof plus interest accrued to the redemption date. SECTION 10. ESCROW FUND IRREVOCABLE. The Escrow Fund hereby created shall be irrevocable and the holders of the Refunded Bonds shall have an express lien on all Escrow Securities and the Cash Deposit deposited in the Escrow Fund pursuant to the terms hereof and the interest earnings thereon until paid out, used and applied in accordance with this Agreement and the Resolution. Neither the District nor the Escrow Agent shall cause nor permit any other lien or interest whatsoever to be imposed upon the Escrow Fund. ~ I SECTION 11. AMENDMENTS TO AGREEMENT. This Agreement is made for the benefit of the District and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders and the written consent of the Escrow Agent; provided, however, that the District and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for anyone or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; (b) to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and (c) to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an opinion of nationally recognized Bond Counsel with respect to compliance with this Section 11, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section 11. SECTION 12. FEES AND EXPENSES OF ESCROW AGENT; INDEMNIFICA TION. In consideration of the services rendered by the Escrow Agent under this Agreement, the District agrees to and shall pay to the Escrow Agent the fees and expenses as shall be agreed to in writing by the parties hereto. The Escrow Agent shall have no lien whatsoever upon any of the Escrow Securities in said Escrow Fund for 5 I Agenda Item No. 16C5 September 29, 2009 Page 32 of 38 the payment of such proper fees and expenses. The District further agrees to indemnify and save the Escrow Agent harmless, to the extent allowed by law, against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder, and which are not due to its negligence or misconduct. Indemnification provided under this Section 12 shall survive the termination of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. The Escrow Agent may conclusively rely, as to the correctness of statements, conclusions and opinions therein, upon any certificate, report, opinion or other document furnished to the Escrow Agent pursuant to any provision of this Agreement; the Escrow Agent shall be protected and shall not be liable for acting or proceeding, in good faith, upon such reliance;-and the Escrow Agent shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Escrow Agent may consult with counsel, who may be counsel to the District or independent counsel, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance herewith. Prior to retaining such independent counsel, the Escrow Agent shall notify the District of its intention. The Escrow Agent and its successors, agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, by reason of the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance and disposition of the various moneys and funds described herein, the purchase, retention or payment, transfer or other application of funds or securities by the Escrow Agent in accordance with the provisions of this Agreement or any non-negligent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the District and to holders of the Refunded Bonds to the extent of their respective damages for negligent or willful acts, omissions or errors of the Escrow Agent which violate or fail to comply with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. SECTION 13. REPORTING REQUIREMENTS OF ESCROW AGENT. As soon as practicable after November _, 2009, the Escrow Agent shall forward in writing to the District a statement in detail of the activity of the Escrow Fund. SECTION 14. RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than 20 days' written notice to the District and mailing notice thereof, specifying the date when such -- 6 Agenda Item No. 16C5 September 29,2009 Page 33 of 38 resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the District as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by either the District or the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the District or by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing. In the event the holders of the Refunded Bonds shall appoint a successor Escrow Agent, the District may appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the District shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The District shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 14. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the District pursuant to the foregoing provisions of this Section 14 within 20 days after written notice of resignation of the Escrow Agent has been given to the District, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall have no further liability hereunder and the District shall fndemnity and hold 7 Agenda Item No. 16C5 September 29,2009 Page 34 of 38 harmless Escrow Agent from any such liability, including costs or expenses incurred by Escrow Agent or its counsel. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $30,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the District an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the written request of such successor Escrow Agent or the District -- execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the District be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the District. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consoFdated, or any corporation resulting from any merger, conversion, consolidation or taxtfree reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 15. TERMINATION OF AGREEMENT. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the District. SECTION 16. GOVERNING LA W. This Agreement shall be governed by the applicable laws of the State of Florida. 8 Agenda Item No. 16C5 September 29, 2009 Page 35 of 38 SECTION 17. SEVERABILITY. If anyone or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 18. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 19. NOTICES. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered, certified or overnight mail addressed to: Collier County Water-Sewer District c/o Collier County, Florida 3301 Tamiami Trail East, Building F Naples, Florida 34112 Attn: County Administrator U.S. Bank National Association 200 South Biscayne Boulevard, Suite 1870 Miami, Florida 33131 Attn: Corporate Trust Department I 9 Agenda Item No. 16C5 September 29, 2009 Page 36 of 38 IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first written herein. COLLIER COUNTY WATER-SEWER DISTRICT (SEAL) Chairman, Board of County Commissioners of Collier County, Florida, as the Ex-Officio Chairman of the Governing Board of the Collier County Water-Sewer District ATTEST: Clerk, Board of County Commissioners of Collier County, Florida, as the Ex-Officio Clerk of the Governing Board of the Collier County Water-Sewer District U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Authorized Signatory I 10 ~-.., Agenda Item No. 16C5 September 29,2009 Page 37 of 38 SCHEDULE A ESCROW SECURITIES ~ Settlement Date Maturity Date Par Amount Interest Rate I A-I Agenda Item No. 16C5 September 29,2009 Page 38 of 38 SCHEDULE B DEBT SERVICE REQUIREMENTS FOR REFUNDED BONDS Payment Date Principal Premium Interest Total -- I B-1 ~.-----